8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TOSECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report:April 27, 2016(Date of earliest event reported)

Glu Mobile Inc.(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-33368	91-2143667
(Commission File Number)	(IRS Employer Identification No.)

500 Howard Street, Suite 300 San Francisco, California	94105
(Address of Principal Executive Offices)	(Zip Code)

(415) 800-6100
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 3, 2016, Glu Mobile Inc. (“Glu”) issued a press release announcing its financial results for the first quarter ended March 31, 2016. A copy of the press release is attached as Exhibit 99.01 to this report. In addition, on May 3, 2016, Glu made available on its corporate website at www.glu.com/investors supplemental slides that were referenced during Glu’s earnings call to discuss its financial results for the first quarter ended March 31, 2016. A copy of such supplemental slides is attached as Exhibit 99.02 to this report.

The information in this Item 2.02, including Exhibits 99.01 and 99.02 to this report, shall not be deemed to be “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 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 2.02 and in the accompanying Exhibits 99.01 and 99.02 shall not be incorporated by reference into any registration statement or other document filed by Glu with the Securities and Exchange Commission, whether made before or after the date of this report, regardless of any general incorporation language in such filing (or any reference to this Current Report on Form 8-K generally), except as shall be expressly set forth by specific reference in such filing.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On April 27, 2016, Glu committed to a restructuring plan designed to align its operations with evolving business needs and reduce fixed operating costs.  The actions associated with the restructuring plan are expected to be substantially completed by May 31, 2016 and fully completed by December 31, 2016.     

As part of this restructuring, Glu has reduced, or will be reducing, approximately 85 positions; substantially all of these are game development roles within the Company’s action label.   Glu expects to incur pre-tax charges of approximately $2.25 million to $3.0 million.  Glu estimates that approximately $1.5 million of such charges will be related to employee severance and benefits and approximately $750,000 to $1.5 million will be related to lease, contract termination and other costs.  Glu expects to recognize substantially all of the severance and benefits charges during the second quarter of 2016 and substantially all of the lease, contract termination and other costs during the second quarter of 2016 through the first quarter of 2017.  Glu expects substantially all of the severance and benefit charges, and a majority of the lease, contract termination and other costs, to entail cash expenditures.  

Item 2.05 of this Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are identified by words such as “plans,” “expects,” “estimates” or “estimated, and other similar words, expressions, and formulations. These forward-looking statements are based upon current expectations and involve risks and uncertainties that could cause the actual amounts to differ materially from those described in this report. Factors that could contribute to such differences include: Glu’s ability to implement the restructuring in various jurisdictions; possible changes in the size and components of the expected costs and charges associated with the restructuring; risks associated with Glu’s ability to achieve the benefits of the restructuring; and the risks detailed in Glu’s registration statements and periodic reports filed with the Securities and Exchange Commission. By making these forward-looking statements, Glu undertakes no obligation to update these statements for revisions or changes after the filing of this Form 8-K.   

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.01     Press release issued by Glu regarding its financial results for the first quarter ended March 31, 2016, dated May 3, 2016

99.02     Supplemental slides made available by Glu on its corporate website on May 3, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Glu Mobile Inc.
Date:	May 3, 2016	By:	/s/ Scott J. Leichtner
			Name:	Scott J. Leichtner
			Title:	Vice President and General Counsel

EX-99.01

Exhibit 99.01

Glu Reports First Quarter 2016 Financial Results

• Q1 non-GAAP revenue of $54.0 million and Q1 GAAP revenue of $54.5 million
• Tap Sports Baseball 2016 poised to be the top grossing baseball game on U.S. App Store for iPhone for third year in a row
• Kendall and Kylie peaks at #7 top grossing app on U.S. App Store for iPhone shortly after worldwide launch

SAN FRANCISCO--(BUSINESS WIRE)--May 3, 2016--Glu Mobile Inc. (NASDAQ:GLUU), a leading global developer and publisher of free-to-play games for smartphone and tablet devices, today announced financial results for its first quarter ended March 31, 2016.

“Our first quarter guidance outperformance was primarily due to the strong Kendall and Kylie launch as well as the ongoing success of Kim Kardashian: Hollywood and Cooking Dash,” stated Niccolo de Masi, Chairman and Chief Executive Officer of Glu. “We are delighted with the traction of our Tap Sports Baseball 2016 title which is currently the top grossing baseball game on the U.S. App Store for iPhone and has positioned us to grow revenues from this franchise for the third year in a row.”

De Masi continues, “During the quarter, our new studio leadership team implemented a number of operational improvements which we expect to enhance our product delivery as well as to reduce the run-rate revenue required for Glu to breakeven. The combination of the new studio label system, along with a strong line-up of new titles, including Britney Spears: American Dream and Gordon Ramsay: Dash, positions Glu for growth during the second half of 2016 and beyond.”

First Quarter 2016 Financial Highlights:

• Revenue: Total GAAP revenue was $54.5 million in the first quarter of 2016 compared to $69.5 million in the first quarter of 2015. Total non-GAAP revenue was $54.0 million in the first quarter of 2016, compared to $62.4 million in the first quarter of 2015. Non-GAAP revenue excludes changes in deferred revenue and litigation settlement proceeds.

• Gross Margin: GAAP gross margin was 58% in the first quarter of 2016 compared to 59% in the first quarter of 2015. Non-GAAP gross margin was 61% in the first quarter of 2016 compared to 63% in the first quarter of 2015. Non-GAAP gross margin excludes changes in deferred revenue and litigation settlement proceeds, change in deferred cost of revenue, amortization of intangible assets and non-cash warrant expense.
• GAAP Operating Income/(Loss): GAAP operating loss was $(9.2) million in the first quarter of 2016 compared to income of $2.5 million in the first quarter of 2015.
• Non-GAAP Operating Income/(Loss): Non-GAAP operating loss was $(4.4) million in the first quarter of 2016 compared to income of $3.2 million during the first quarter of 2015. Non-GAAP operating income/(loss) excludes changes in deferred revenue and deferred cost of revenue, amortization of intangible assets, non-cash warrant expense, stock-based compensation expense, restructuring charges, transitional costs and litigation costs and settlement proceeds.

• Adjusted EBITDA: Adjusted EBITDA was a $(3.8) million loss for the first quarter of 2016 compared to a $3.9 million profit during the first quarter of 2015. Adjusted EBITDA is defined as non-GAAP operating income/(loss) excluding depreciation.
• GAAP Net Income/(Loss) and EPS: GAAP net loss was $(8.6) million for the first quarter of 2016 compared to net income of $1.1 million for the first quarter of 2015. GAAP EPS loss was $(0.07) for the first quarter of 2016, based on 129.2 million weighted-average basic and diluted shares outstanding, compared to a GAAP diluted EPS of $0.01 for the first quarter of 2015, based on 107.9 million weighted-average diluted shares outstanding.
• Non-GAAP Net Income/(Loss) and EPS: Non-GAAP net loss was $(4.2) million for the first quarter of 2016 compared to income of $2.1 million for the first quarter of 2015. Non-GAAP EPS loss was $(0.03) for the first quarter of 2016 based on 129.2 million weighted-average basic and diluted shares outstanding, compared to non-GAAP diluted EPS of $0.02 for the first quarter of 2015 based on 107.9 million weighted-average diluted shares outstanding.
• Cash and Cash Flows: As of March 31, 2016, Glu had cash and cash equivalents of $159.3 million and no debt. Cash flows used from operations were $(11.8) million for the first quarter of 2016 compared to $(5.1) million used for the first quarter of 2015.

A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Use of Non-GAAP Financial Measures.”

Recent Developments and Strategic Initiatives:

• In April, we implemented a restructuring plan designed to align our operations with evolving business needs and reduce fixed operating costs.
• In March, we announced the availability of Tap Sports Baseball 2016.
• In February, we announced the availability of Kendall and Kylie.

“We were pleased with our first quarter execution as we exceeded expectations across all key metrics,” stated Eric R. Ludwig, Chief Operating Officer and Chief Financial Officer. “The combination of Glu’s strong balance sheet, robust line up of new titles and reduced fixed cost structure positions the company to enhance stockholder value longer-term.”

Business Outlook as of May 3, 2016:

The following forward-looking statements reflect expectations as of May 3, 2016. Results may be materially different and are affected by many factors, such as: consumer demand for mobile entertainment and specifically Glu’s products; consumer demand for smartphones, tablets and next-generation platforms; our ability to improve the monetization of our titles and continue to successfully launch and update new games; development delays on Glu's products; continued uncertainty in the global economic environment; competition in the industry; storefront featuring; changes in foreign exchange rates; Glu's effective tax rate and other factors detailed in this release and in Glu's SEC filings.

Second Quarter Expectations – Quarter Ending June 30, 2016:

• Non-GAAP revenue is expected to be between $46.0 million and $49.0 million.
• Non-GAAP gross margin is expected to be approximately 61.2%.
• Non-GAAP operating expenses are expected to be between $35.7 million and $36.1 million.
• Adjusted EBITDA, defined as non-GAAP operating income/(loss) excluding depreciation of approximately $0.6 million, is expected to range from a loss of $(5.5) million to $(7.0) million.
• Income tax is expected to be an expense of approximately $0.6 million.
• Non-GAAP net loss is expected to be between $(6.7) million and $(8.2) million, or between $(0.05) and $(0.06) per weighted-average basic share outstanding, which excludes approximately $3.2 million of anticipated stock-based compensation expense, approximately $2.0 million of restructuring charges, $2.3 million for amortization of intangibles and any change in fair value of strategic investments.
• Weighted-average common shares outstanding are expected to be approximately 131.1 million basic and 131.5 million diluted.

2016 Expectations – Full Year Ending December 31, 2016:

• Non-GAAP revenue is expected to be between $215.0 million and $235.0 million.
• Non-GAAP gross margin is expected to be approximately 58.7%.
• Adjusted EBITDA is expected to range from a loss of $(12.0) million to $(18.0) million.
• Non-GAAP net loss is expected to be between a loss of $(14.9) million and $(20.9) million, or between $(0.11) and $(0.16) per weighted-average basic share outstanding, which excludes approximately $14.0 million of anticipated stock-based compensation expense, approximately $2.6 million of restructuring charges, $10.1 million for amortization of intangibles and any change in fair value of strategic investments.
• Weighted-average common shares outstanding are expected to be approximately 131.8 million basic and 132.8 million diluted.
• We expect to have cash and short-term investments at December 31, 2016 of at least $135.0 million with no debt.

Quarterly Conference Call

Glu will discuss its quarterly results via teleconference today at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). Please dial (866) 582-8907, or if outside the U.S., (760) 298-5046, with conference ID # 88381392 to access the conference call at least five minutes prior to the 1:30 p.m. Pacific Time start time. A live webcast and replay of the call will also be available on the investor relations portion of the company's website at www.glu.com/investors. An audio replay will be available between 4:30 p.m. Pacific Time, May 3, 2016, and 8:59 p.m. Pacific Time, May 10, 2016, by calling (855) 859-2056, or (404) 537-3406, with conference ID # 88381392.

Disclosure Using Social Media Channels

Glu currently announces material information to its investors using SEC filings, press releases, public conference calls and webcasts. Glu uses these channels as well as social media channels to announce information about the company, games, employees and other issues. Given SEC guidance regarding the use of social media channels to announce material information to investors, Glu is notifying investors, the media, its players and others interested in the company that in the future, it might choose to communicate material information via social media channels or, it is possible that information it discloses through social media channels may be deemed to be material. Therefore, Glu encourages investors, the media, players and others interested in Glu to review the information posted on the company forum (http://ggnbb.glu.com/forum.php) and the company Facebook site (https://www.facebook.com/glumobile), the company twitter account (https://twitter.com/glumobile) and Mr. de Masi’s twitter account (https://twitter.com/niccolodemasi). Investors, the media, players or other interested parties can subscribe to the company blog and twitter feed and Mr. de Masi’s twitter feed at the addresses listed above. Any updates to the list of social media channels Glu will use to announce material information will be posted on the Investor Relations page of the company's website at www.glu.com/investors.

Use of Non-GAAP Financial Measures

To supplement Glu's unaudited condensed consolidated financial data presented in accordance with GAAP, Glu uses certain non-GAAP measures of financial performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Glu's results of operations as determined in accordance with GAAP. The non-GAAP financial measures used by Glu include historical and estimated non-GAAP revenue, non-GAAP smartphone revenue, non-GAAP cost of revenue, non-GAAP operating expenses, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income/(loss), non-GAAP net income/(loss) and non-GAAP basic and diluted net income/(loss) per share. These non-GAAP financial measures exclude the following items from Glu's unaudited consolidated statements of operations:

• Change in deferred revenue and deferred cost of revenue;
• Amortization of intangible assets;
• Non-cash warrant expense;
• Stock-based compensation expense;
• Restructuring charges;
• Litigation settlement proceeds and costs;
• Transitional costs;
• Change in fair value of strategic investments; and
• Foreign currency exchange gains and losses primarily related to the revaluation of assets and liabilities.

In addition, Glu has included in this release “Adjusted EBITDA” figures which are used to evaluate Glu’s operating performance. Adjusted EBITDA is defined as non-GAAP operating income/(loss) excluding depreciation. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by non-GAAP revenue.

Glu may consider whether significant non-recurring items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses.

Glu believes that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding Glu's performance by excluding certain items that may not be indicative of Glu's core business, operating results or future outlook. Glu's management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing Glu's operating results, as well as when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate comparisons of Glu's performance to prior periods.

Cautions Regarding Forward-Looking Statements

This news release contains forward-looking statements, including those regarding our “Business Outlook as of May 3, 2016” (“Second Quarter Expectations – Quarter Ending June 30, 2016” and “2016 Expectations – Full Year Ending December 31, 2016”), and the statements regarding that Tap Sports Baseball 2016 is poised to be the top grossing baseball game on U.S. App Store for iPhone for third year in a row and has positioned us to grow revenues from this franchise for the third year in a row; we expect the operational improvements implemented by our new studio leadership team to enhance our product delivery as well as to reduce the run-rate revenue required for Glu to breakeven; the combination of the new studio label system, along with a strong line-up of new titles, including Britney Spears: American Dream and Gordon Ramsay: Dash, positions Glu for growth during the second half of 2016 and beyond; and the combination of Glu’s strong balance sheet, robust line up of new titles and reduced fixed cost structure positions the company to enhance stockholder value longer-term. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Investors should consider important risk factors, which include: the risks identified under "Business Outlook as of May 3, 2016"; the risk that Glu does not realize the anticipated strategic benefits from our celebrity partnerships; the risk that the number of social followers of our celebrity partners does not correlate to strong performance for our celebrity titles; the risk that consumer demand for smartphones, tablets and next-generation platforms does not grow as significantly as we anticipate or that we will be unable to capitalize on any such growth; the risk that we do not realize a sufficient return on our investment with respect to our efforts to develop free-to-play games for smartphones, tablets and next-generation platforms, the risk that we will not be able to maintain our good relationships with Apple and Google; the risk that our development expenses for games for smartphones, tablets and next-generation platforms are greater than we anticipate; the risk that our recently and newly launched games are less popular than anticipated or decline in popularity and monetization rate more quickly than we anticipate; the risk that our newly released games will be of a quality less than desired by reviewers and consumers; the risk that the mobile games market, particularly with respect to free-to-play gaming, is smaller than anticipated; the risk that we may lose a key intellectual property license; the risk that we are unable to recruit and retain qualified personnel for developing and maintaining the games in our product pipeline resulting in reduced monetization of a game, product launch delays or games being eliminated from our pipeline altogether; and other risks detailed under the caption "Risk Factors" in our Form 10-K filed with the Securities and Exchange Commission on March 4, 2016 and our other SEC filings. You can locate these reports through our website at http://www.glu.com/investors. We are under no obligation, and expressly disclaim any obligation, to update or alter our forward-looking statements whether as a result of new information, future events or otherwise.

About Glu Mobile

Glu Mobile (NASDAQ:GLUU) is a leading global developer and publisher of free-to-play games for smartphone and tablet devices. Glu is focused on creating compelling original IP games such as CONTRACT KILLER, COOKING DASH, DEER HUNTER, DINER DASH, DINO HUNTER: DEADLY SHORES, ETERNITY WARRIORS, FRONTLINE COMMANDO, RACING RIVALS, TAP SPORTS BASEBALL, and TAP SPORTS FOOTBALL, and branded IP games including KENDALL & KYLIE, KIM KARDASHIAN: HOLLYWOOD, MISSION IMPOSSIBLE: ROGUE NATION, and SNIPER X WITH JASON STATHAM on the App Store, Google Play, Amazon Appstore, Facebook, Mac App Store, and Windows Phone. Glu’s unique technology platform enables its titles to be accessible to a broad audience of consumers globally. Founded in 2001, Glu is headquartered in San Francisco with U.S. offices outside Seattle, San Mateo, Portland, and Long Beach, and international locations in Canada, China, India, Japan, Korea, and Russia. Consumers can find high-quality entertainment wherever they see the ‘g’ character logo or at www.glu.com.

For live updates, please follow Glu via Twitter at www.twitter.com/glumobile or become a Glu fan at www.facebook.com/glumobile.

CONTRACT KILLER, COOKING DASH, DEER HUNTER, DINER DASH, DINO HUNTER: DEADLY SHORES, ETERNITY WARRIORS, FRONTLINE COMMANDO, RACING RIVALS, TAP SPORTS BASEBALL, TAP SPORTS FOOTBALL, SNIPER X, GLU, GLU MOBILE, and the 'g' character logo are trademarks of Glu Mobile Inc.

Glu Mobile Inc.
Consolidated Balance Sheets
(in thousands)
(unaudited)
	March 31,			December 31,
	2016			2015
ASSETS
Cash and cash equivalents	$	159,283		$	180,542
Accounts receivable, net		16,745			17,956
Prepaid royalties		30,412			23,715
Prepaid expenses and other current assets		15,205			14,841
Total current assets		221,645			237,054
Property and equipment, net		5,282			5,447
Restricted cash		1,498			1,498
Long-term prepaid royalties		46,017			46,944
Other long-term assets		9,317			1,386
Intangible assets, net		20,442			22,767
Goodwill		87,899			87,890
Total assets	$	392,100		$	402,986
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	9,055		$	9,386
Accrued liabilities		1,752			1,996
Accrued compensation		4,504			7,100
Accrued royalties and license fees		14,140			21,032
Deferred revenue		30,750			31,112
Total current liabilities		60,201			70,626
Long-term accrued royalties		28,193			24,347
Other long-term liabilities		1,397			1,585
Total liabilities		89,791			96,558
Common stock		13			13
Additional paid-in capital		562,373			557,748
Accumulated other comprehensive loss		(279	)		(85	)
Accumulated deficit		(259,798	)		(251,248	)
Stockholders' equity		302,309			306,428
Total liabilities and stockholders' equity	$	392,100		$	402,986

Glu Mobile Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
	Three Months Ended
	March 31,			March 31,
	2016			2015
Revenue	$	54,528		$	69,470
Cost of revenue:
Platform commissions, royalties and other		20,363			26,310
Amortization of intangible assets		2,324			2,434
Total cost of revenue		22,687			28,744
Gross profit		31,841			40,726
Operating expenses:
Research and development		20,312			18,243
Sales and marketing		12,624			12,438
General and administrative		7,984			7,406
Amortization of intangible assets		-			127
Restructuring charge		106			-
Total operating expenses		41,026			38,214
Income/(loss) from operations		(9,185	)		2,512
Interest and other income/(expense), net:
Interest income		21			6
Other income/(expense)		448			(290	)
Interest and other income/(expense), net		469			(284	)
Income/(loss) before income taxes		(8,716	)		2,228
Income tax benefit/(provision)		166			(1,104	)
Net income/(loss)	$	(8,550	)	$	1,124
Net income/(loss) per share:
Basic	$	(0.07	)	$	0.01
Diluted	$	(0.07	)	$	0.01
Weighted average common shares outstanding
Basic		129,171			103,869
Diluted		129,171			107,851
Stock-based compensation expense included in:
Research and development	$	1,194		$	760
Sales and marketing		292			218
General and administrative		2,059			1,151
Total stock-based compensation expense	$	3,545		$	2,129

Glu Mobile Inc.
GAAP to Non-GAAP Reconciliation
(in thousands, except per share data)
(unaudited)
	For the Three Months Ended
	March 31,			June 30,			September 30,			December 31,			March 31,
	2015			2015			2015			2015			2016
GAAP revenue	$	69,470		$	56,150		$	63,250		$	61,030		$	54,528
Change in deferred revenue and litigation settlement proceeds		(7,023	)		1,329			1,174			(3,135	)		(530	)
Non-GAAP revenue		62,447			57,479			64,424			57,895			53,998
GAAP gross profit		40,726			32,396			33,445			35,596			31,841
Change in deferred revenue and litigation settlement proceeds		(7,023	)		1,329			1,174			(3,135	)		(530	)
Amortization of intangible assets		2,434			2,434			2,360			2,325			2,324
Non-cash warrant benefit /(expense)		93			135			1,896			(116	)		9
Change in deferred platform commissions and royalty expense		2,819			(321	)		(780	)		1,497			(676	)
Non-GAAP gross profit		39,049			35,973			38,095			36,167			32,968
GAAP operating expense		38,214			38,540			33,056			38,654			41,026
Stock-based compensation		(2,129	)		(3,032	)		(3,056	)		(3,469	)		(3,545	)
Amortization of intangible assets		(127	)		(32	)		(31	)		(11	)		-
Litigation costs and settlement proceeds		-			(476	)		390			-			-
Transitional costs		(72	)		-			-			-			-
Restructuring charge		-			-			-			(1,075	)		(106	)
Non-GAAP operating expense		35,886			35,000			30,359			34,099			37,375
GAAP operating income/(loss)		2,512			(6,144	)		389			(3,058	)		(9,185	)
Change in deferred revenue and litigation settlement proceeds		(7,023	)		1,329			1,174			(3,135	)		(530	)
Non-GAAP cost of revenue adjustment		5,346			2,248			3,476			3,706			1,657
Stock-based compensation		2,129			3,032			3,056			3,469			3,545
Amortization of intangible assets		127			32			31			11			-
Transitional costs		72			-			-			-			-
Litigation costs and settlement proceeds		-			476			(390	)		-			-
Restructuring charge		-			-			-			1,075			106
Non-GAAP operating income/(loss)		3,163			973			7,736			2,068			(4,407	)
GAAP net income/(loss)		1,124			(5,509	)		158			(2,958	)		(8,550	)
Change in deferred revenue and litigation settlement proceeds		(7,023	)		1,329			1,174			(3,135	)		(530	)
Non-GAAP cost of revenue adjustment		5,346			2,248			3,476			3,706			1,657
Non-GAAP operating expense adjustment		2,328			3,540			2,697			4,555			3,651
Change in fair value of strategic investments		-			-			-			-			(300	)
Foreign currency exchange (gain)/loss		290			186			167			149			(148	)
Non-GAAP net income/(loss)	$	2,065		$	1,794		$	7,672		$	2,317		$	(4,220	)
Reconciliation of net income/(loss) and net income/(loss) per share:
GAAP net income/(loss) per share - basic	$	0.01		$	(0.05	)	$	0.00		$	(0.02	)	$	(0.07	)
GAAP net income/(loss) per share - diluted	$	0.01		$	(0.05	)	$	0.00		$	(0.02	)	$	(0.07	)
Non-GAAP net income/(loss) per share - basic	$	0.02		$	0.02		$	0.06		$	0.02		$	(0.03	)
Non-GAAP net income/(loss) per share - diluted	$	0.02		$	0.01		$	0.06		$	0.02		$	(0.03	)
Shares used in computing Non-GAAP basic net income/(loss) per share		103,869			116,169			127,287			127,775			129,171
Shares used in computing Non-GAAP diluted net income/(loss) per share		107,851			122,538			131,486			129,381			129,171
Non-GAAP operating expense break-out:
GAAP research and development expense	$	18,243		$	18,308		$	16,304		$	20,001		$	20,312
Stock-based compensation		(760	)		(836	)		(868	)		(1,099	)		(1,194	)
Non-GAAP research and development expense		17,483			17,472			15,436			18,902			19,118
GAAP sales and marketing expense		12,438			12,771			12,302			10,729			12,624
Stock-based compensation		(218	)		(282	)		(277	)		(305	)		(292	)
Non-GAAP sales and marketing expense		12,220			12,489			12,025			10,424			12,332
GAAP general & administrative expense		7,406			7,429			4,419			6,838			7,984
Transitional costs		(72	)		-			-			-			-
Stock-based compensation		(1,151	)		(1,914	)		(1,911	)		(2,065	)		(2,059	)
Litigation costs		-			(476	)		390			-			-
Non-GAAP general and administrative expense	$	6,183		$	5,039		$	2,898		$	4,773		$	5,925

Glu Mobile Inc.
Non-GAAP Adjusted EBITDA
(in thousands)
(unaudited)
	For the Three Months Ended
	March 31,			June 30,			September 30,			December 31,			March 31,
	2015			2015			2015			2015			2016
GAAP net income/(loss)	$	1,124		$	(5,509	)	$	158		$	(2,958	)	$	(8,550	)
Change in deferred revenue and litigation settlement proceeds		(7,023	)		1,329			1,174			(3,135	)		(530	)
Change in deferred platform commissions and royalty expense		2,819			(321	)		(780	)		1,497			(676	)
Non-cash warrant expense		93			135			1,896			(116	)		9
Amortization of intangible assets		2,561			2,466			2,391			2,336			2,324
Depreciation		706			732			718			706			656
Stock-based compensation		2,129			3,032			3,056			3,469			3,545
Transitional costs		72			-			-			-			-
Litigation costs and settlement proceeds		-			476			(390	)		-			-
Restructuring charge		-			-			-			1,075			106
Foreign currency exchange (gain)/loss		290			186			167			149			(148	)
Change in fair value of strategic investments		-			-			-			-			(300	)
Interest and other expense		(6	)		(12	)		(15	)		(15	)		(21	)
Income tax provision/(benefit)		1,104			(809	)		79			(234	)		(166	)
Total Non-GAAP Adjusted EBITDA	$	3,869		$	1,705		$	8,454		$	2,774		$	(3,751	)

In addition to the reasons stated above, which are generally applicable to each of the items Glu excludes from its non-GAAP financial measures, Glu believes it is appropriate to exclude certain items for the following reasons:

Change in Deferred Revenue and Deferred Cost of Revenue. At the date we sell certain premium games and micro-transactions, Glu has an obligation to provide additional services and incremental unspecified digital content in the future without an additional fee. In these cases, we recognize the revenue and any associated cost of revenue, including platform commissions and royalties, on a straight-line basis over the estimated life of the paying user. Internally, Glu’s management excludes the impact of the changes in deferred revenue and deferred cost of revenue related to its premium and free-to-play games in its non-GAAP financial measures when evaluating the company’s operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team. Glu believes that excluding the impact of the changes in deferred revenue and deferred cost of revenue from its operating results is important to facilitate comparisons to prior periods and to understand Glu’s operations.

Amortization of Intangible Assets. When analyzing the operating performance of an acquired entity, Glu's management focuses on the total return provided by the investment (i.e., operating profit generated from the acquired entity as compared to the purchase price paid) without taking into consideration any allocations made for accounting purposes. Because the purchase price for an acquisition necessarily reflects the accounting value assigned to intangible assets (including acquired in-process technology and goodwill), when analyzing the operating performance of an acquisition in subsequent periods, Glu's management excludes the GAAP impact of acquired intangible assets to its financial results. Glu believes that such an approach is useful in understanding the long-term return provided by an acquisition and that investors benefit from a supplemental non-GAAP financial measure that excludes the accounting expense associated with acquired intangible assets.

Non-cash Warrant Expense. In the first quarter of 2016 and the full year of 2015, Glu recorded a non-cash charge related to the vesting of warrants to purchase shares of common stock issued to brand holders as part of third party licensing, development and publishing arrangements. These charges were computed using the Black-Scholes valuation model and were recorded in cost of revenue. When evaluating the performance of its consolidated results, Glu does not consider non-cash warrant expense as it places a greater emphasis on overall stockholder dilution rather than the accounting charges associated with the vesting of any warrants. As the non-cash warrant expense impacts comparability from period to period Glu believes that investors benefit from a supplemental non-GAAP financial measure that excludes these charges.

Stock-Based Compensation Expense. The Company applies the fair value provisions of ASC 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments. Glu's management team excludes stock-based compensation expense from its short and long-term operating plans. In contrast, Glu's management team is held accountable for cash-based compensation and such amounts are included in its operating plans. Further, when considering the impact of equity award grants, Glu places a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants. Glu believes it is useful to provide a non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of its business.

Restructuring Charges. Glu undertook restructuring activities in the first quarter of 2016 and the fourth quarter of 2015 and recorded cash restructuring charges due to the termination of certain employees in its China and certain U.S. offices. Glu recorded the severance costs as an operating expense when it communicated the benefit arrangement to the employee and no significant future services, other than a minimum retention period, were required of the employee to earn the termination benefits. Glu believes that these restructuring charges do not reflect its ongoing operations and that investors benefit from a supplemental non-GAAP financial measure that excludes these charges.

Litigation Settlement Proceeds and Costs. These proceeds and expenses consist primarily of one-time settlement payments received from, and legal fees incurred in connection with, intellectual property infringement matters. The Company has treated the settlement proceeds as a multiple element arrangement and has allocated a significant portion of the proceeds to revenue as deemed royalty revenue for the settlement of past infringement. The residual proceeds have been allocated to contra general and administrative expenses and offset legal fees incurred. The Company excludes these proceeds and costs from its non-GAAP measures as these proceeds and costs are isolated, unpredictable and not expected to recur regularly, and the Company believes that these non-recurring proceeds and costs have no direct correlation to the operation of the Company’s ongoing core business.

Transitional Costs. GAAP requires expenses to be recognized for various types of events associated with a business acquisition such as legal, accounting and other deal related expenses. Glu has incurred various costs related to the acquisition and integration of PlayFirst and Cie Games into Glu’s operations. Glu recorded these non-recurring acquisition and transitional costs as operating expenses when they were incurred. Glu believes that these acquisition and transitional costs affect comparability from period to period and that investors benefit from a supplemental non-GAAP financial measure that excludes these expenses.

Change in Fair Value of Strategic Investments. From time to time, the Company makes strategic investments. The Company’s management excludes the impact of any losses and gains on such investments when evaluating the Company's operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team. In addition, the Company believes that excluding the impact of such losses and gains on these investments from its operating results is important to facilitate comparisons to prior periods.

Foreign Currency Exchange Gains and Losses. Foreign currency exchange gains and losses represent the net gain or loss that Glu has recorded for the impact of currency exchange rate movements on cash and other assets and liabilities denominated in foreign currencies related to the revaluation of assets and liabilities. Accordingly, foreign currency exchange gains and losses are generally unpredictable and can cause Glu’s reported results to vary significantly. Due to the unusual magnitude of these gains and losses, and the fact that Glu has not engaged in hedging or taken other actions to reduce the likelihood of incurring a sizeable net gain or loss in future periods, Glu excludes foreign exchange gains and losses for comparability purposes. Glu believes that these gains and losses do not reflect its ongoing operations and that investors benefit from a supplemental non-GAAP financial measure that excludes these items, enabling investors to compare Glu’s core operating results in different periods without this variability. Foreign exchange gains/(losses) recognized during 2015 and the first quarter of 2016 were as follows (in thousands):

March 31, 2015	$	(290	)
June 30, 2015		(186	)
September 30, 2015		(167	)
December 31, 2015		(149	)
FY 2015	$	(792	)
March 31, 2016	$	148

CONTACT:
Investor Relations:
ICR, Inc.
Seth Potter, 646-277-1230
ir@glu.com

EX-99.02

Exhibit 99.02

Glu Mobile Inc.Q1 2016 Earnings CallMay 3, 2016 1

Safe Harbor Statement 2 This presentation contains "forward-looking" statements including: that we intend to focus on “winner takes all” “blue ocean genres, and our four game labels are ones where we believe we can be the best in the world in 2016/2017; that we are minimally exposed to increases in CPI; that strong social features in a game will lead to long tail revenues; Glu has multiple growth opportunities through wearables, the quad screen future, mobile ad spending and international expansion; the planned evolution of Glu’s business, including our intention to have our games function as platforms, our catalog cover fixed operating expenses and for new launches to account for less than 25% of revenues in a given year; the expected launch dates of Frontline Commando Rivals in various territories; that certain features in this game will be implemented in future updates; that the usage of chat and discussion boards in QuizUp drives retention; that there is an opportunity to create a primetime TV show featuring QuizUp; the expected launch dates of games featuring celebrities we have signed to long-term partnerships; that we believe we have a strong pipeline of games featuring celebrities that will be released in 2016 through 2017; our expected title release slate for 2016, including that additional games may be launched in the second half of 2016 if they pass our new central milestone process; the expected contribution margin flow through of our gross revenue; and our Q2-2016 and full year 2016 guidance. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Investors should consider important risk factors, which include: consumer demand for smartphones, tablets and next-generation platforms does not grow as significantly as we anticipate or that we will be unable to capitalize on any such growth; the risk that we do not realize a sufficient return on our investment with respect to our efforts to develop free-to-play games for smartphones and tablets; the risk that we do not maintain our good relationships with Apple and Google; the risk that Glu does not realize the anticipated strategic benefits from its celebrity partnerships and strategic investments; the risk that our development expenses are greater than we anticipate or that we experience product delays; the risk that our recently and newly launched games are less popular than anticipated; the risk that our newly released games will be of a quality less than desired by reviewers and consumers; the risk that the mobile games market, particularly with respect to social, free-to-play gaming, is smaller than anticipated; risks related to the restatement of certain of our historical financial statements and other risks detailed under the caption "Risk Factors" in our Form 10-K filed with the Securities and Exchange Commission on March 4, 2016 and our other SEC filings. You can locate these reports through our website at http://www.glu.com/investors. These "forward-looking" statements are based on estimates and information available to us on May 3, 2016 and we are under no obligation, and expressly disclaim any obligation, to update or alter our forward-looking statements whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures 3 Glu uses in this presentation certain non-GAAP measures of financial performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Glu's results of operations as determined in accordance with GAAP. The non-GAAP financial measures used by Glu include non-GAAP revenue, non-GAAP smartphone revenue, non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating margin, non-GAAP net income/(loss), non-GAAP net income/(loss) per share, Adjusted EBITDA and Adjusted EBITDA margin. These non-GAAP financial measures exclude the following items from Glu's unaudited consolidated statements of operations: Change in deferred revenue and deferred cost of revenue;Amortization of intangible assets; Non-cash warrant expense;Stock-based compensation expense; Restructuring charges; Transitional costs; Litigation proceeds and costs;Change in fair value of strategic investments;Release of tax liabilities and valuation allowance; andForeign currency exchange gains and losses primarily related to the revaluation of assets and liabilities. In addition, Glu has included in this presentation “Adjusted EBITDA” figures which are used to evaluate Glu’s operating performance and is defined as non-GAAP operating income/(loss) excluding depreciation. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by non-GAAP revenue.Glu believes that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding Glu's performance by excluding certain items that may not be indicative of Glu's core business, operating results or future outlook. Glu's management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing Glu's operating results, as well as when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate comparisons of Glu's performance to prior periods. For a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, please refer to the tables at the end of this presentation.

4 Executive Summary

5

Strong Management Team Chris AkhavanChief Revenue Officer Eric R. LudwigCOO & CFO Niccolo de MasiChairman & CEO 6 Tim WilsonChief Technology Officer Nick EarlPresident of Studios

Diversified Studio Infrastructure Game teams in diverse locations:San Francisco, CASan Mateo, CALong Beach, CABellevue, WAPortland, ORToronto, CanadaMoscow, RussiaHyderabad, IndiaRegional support offices:Beijing, ChinaLondon, UKSeoul, KoreaTokyo, Japan 7

29.4% 5-Year Topline CAGR 5 Year CAGR of 29.4% Non-GAAP revenue has been restated or revised, as appropriate, to reflect gross accounting for digital storefronts for 2010, 2011, 2012 and Q113 and prospectively, as outlined in the Company’s 8/6/2013 Form 8-K and press release Non-GAAP Revenue ($m) 8

Glu’s 4 Game Labels 9 Label Franchises Action Celebrity Sports & Racing Simulation Focus on ‘winner-takes-all’ ‘blue-ocean’ genresThese represent categories where we believe we can be the best in the world in 2016/2017 Nicki Minaj, Taylor Swift Future simulation games

Deer Hunter 2016 $9.9M Kim Kardashian: Hollywood $71.8M Deer Hunter 2014 $23.8M Contract Killer: Sniper $17.7M Cooking Dash $16.9M Tap Sports Baseball 2015 $12.9M Dino Hunter $5.4M Diner Dash $5.0M Other Catalog $35.6M Frontline Commando: D-Day $3.2M 2015: Non-GAAP Revenue Delivery from a Broad Portfolio 10 Racing Rivals $40.0M

Revenue Diversity: Ad Revenues Hedge Against CPI Increases 11 We believe Glu has one of the leading % revenue contributions from ads in the industryMinimally exposed to increases in CPI

12

Growth Landscape 13

Typical mobile game Strong Social = Long Tail Revenues Peak at launch, then declining curve Flat to increasing curve, peak revenue 16 months post launch 14 VS. Launch Date 18+ Months From Launch 18+ Months From Launch Launch Date

15 Glu Analytics Capabilities:Capable of processing 70 million events per secondIngesting 2 billion events per dayAggregating 75 million KPI metrics per day2 trillion event capacity, easily scalableUsage of Analytics:Optimization of user acquisition, retention, paying user conversion & LTVContinually refining game performance through testing and analysis Glu & Big Data Analytics

16 Multiple Long-Term Growth Opportunities $ $ $ Virtual Reality Quad Screen Mobile Ad Spending as eCPMs Converge International Expansion

Glu Evolution Phase 1: Core Gameplay Phase 2: Monetization Phase 3: Social and Retention Ramping smartphone businessRunning off feature-phone operations New launches ~50% of revenueForward investing for topline growthFixed OPEX > catalog revenue Games-as-PlatformsCatalog revenue covers fixed OPEXNew launches <25% of revenue 17 Non-GAAP Revenue ($m) The goal of non-GAAP revenue growth in 2020 represents a potential outcome if our business strategies are successful. This potential outcome should not be treated as a forecast, projection or financial guidance. We cannot assure you that we will achieve any particular growth rate and we may not grow at all. Our performance is subject to many material risks and uncertainties that could cause our actual performance to fall short of this example scenario, including the risks discussed in our Quarterly Report on Form 10-K filed with the SEC on March 4, 2016 and our other SEC filings. Fixed OPEX Catalog Revenue

Tencent ‘WeFire West’ Publishing Partnership 18

Publishing Partnership 19 Glu partnered with Tencent to westernize WeFire with Glu’s proven shooter IP Frontline CommandoHighly social game with PvP and scaled backendExpected to be live late summer 2016 in North & South America, EMEA, Australia and New Zealand

Product Overview COVER-BASED 3RD PERSON SHOOTER MULTIPLE GAME MODES SOCIAL FEATURES 20

Multiple Game Modes CAMPAIGN SURVIVAL PvP CO-OP 50+ missions across 5 chapters3 difficulty levelsExciting boss fightsBeautiful mapsEngaging narrativeVoice acting An exciting and fun challenge of skill with a non-stop wave of enemies and environments. Real-time async battles1 vs. 1 2 vs 24 vs 4*First-Person Shooter Mode*Squad vs Squad* Real-time async missions with 4 players across multiple maps* 21 *coming in future updates

QuizUp Investment + Option to Buy 100%

Trivia for the 21st Century Over 40M registered users since Nov 2013 and 5B+ online matches playedUsage of chat and discussion boards drives retention User-generated content drives strong communityTesting of monetization via ads and in-app purchases now underway 23

Opportunity for Primetime TV 24

User Engagement 25

26 Consumer Interest

27 MAU and DAU Trends Aggregate DAU and MAU for each period presented represents the aggregate metric for the last month of the period. An individual who plays two different games in the same month is counted as two active users for that month when we aggregate DAU and MAU across games. In addition, an individual who plays the same game on two different devices during the same month (e.g., an iPhone and an iPad) is also counted as two active users for each such month when we average or aggregate DAU and MAU over time. Our methodology for calculating DAU and MAU may differ from the methodology used by other companies to calculate similar metrics.

1.4 Billion* total social followers inkedLong-term partnershipsStrong pipeline of games to be released in 2016 through 2017 Social Power CELEBRITY REACH* EXPECTED LAUNCH Kim Kardashian West 141m June 24, 2014 Jason Statham 60m October 22, 2015 Katy Perry 224m December 17, 2015 Kylie & Kendall Jenner 173m February 19, 2016 Britney Spears 98m May 2016 Gordon Ramsay 12m June 2016 Nicki Minaj 127m Fall 2016 Taylor Swift 245m End of 2016 Signed but not announced 300m+ 2016-2017 *Aggregate # of followers across Facebook + Twitter + Instagram + Vevo followers as of April 29, 2016. There is overlap of these social audiences between channels and celebrities. 28

Financial Overview 29

30 Q116 Financial Summary

31 Q116 Non-GAAP Results

32 Non-GAAP Revenue and Adjusted EBITDA

33 % of Non-GAAP Revenue

34 Non-GAAP Revenue by Geography Q1 2016 (In millions)

35 Non-GAAP Revenue Mix

36 Non-GAAP Revenue by Vintage $54.0M Total Non-GAAP Revenue in Q116 Kim Kardashian: Hollywood $11.7M Racing Rivals $6.9MDino Hunter: Deadly Shores $0.8M Contract Killer: Sniper $1.7MDiner Dash $0.9M Cooking Dash 2016 $9.0MTap Sports Baseball 2015 $1.3M Deer Hunter 2016 $4.9MEternity Warriors 4 $0.8MMission Impossible $0.6MTap Sports Football $0.4M Deer Hunter 2014 $1.8MFrontline Commando: D-Day $0.4M Sniper X $0.6M Kendall and Kylie $8.6M

37 Strong Balance Sheet

38 Guidance

8 Launches in 2016* 39 *Additional games may be launched in 2H16 if they pass our new central milestone process January 2016 December 2016 Nicki Minaj Taylor Swift To be announced game

Strong Contribution Margin Flow Through* 40 *All figures presented on a non-GAAP basis.

41 2016 Full Year Non-GAAP Guidance

42 Q216 Non-GAAP Guidance

43 2016 Full Year Non-GAAP Guidance

44 Key Statistics

45 Investment Highlights Diversified portfolio of franchisesCost-effective customer acquisitionLong-tail social games provide significant visibilityStrengthened studio and technology leadershipStrong balance sheet with no debt

46 Non-GAAP Reconciliations

47 Q116 GAAP to Non-GAAP Reconciliation

48 Q115 GAAP to Non-GAAP Reconciliation

49 Non-GAAP EBITDA Reconciliation

50 Key Operating Metrics *DAU & MAU reflects the DAU & MAU figures for the last month of the quarter**FTE only, excludes contractors, temporary employees and consultants***Q314 in-app purchase billable transactions and average revenue per billable transaction has been revised to include the impact of Cie Games activity after its acquisition on August 20, 2014; Q115 and Q215 in-app purchase billable transactions and average revenue per billable transaction have been revised to reflect corrected data