x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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•	system failures or delays which could harm our reputation;

•	our reliance on third-party providers for communications software, hardware and infrastructure;

•	our ability to acquire and integrate complementary business and technologies;

•	our ability to realize the expected benefits of the MACH and Aicent acquisitions;

•	our ability to adapt quickly to technological and other changes;

•	our newly offered services may not perform as anticipated;

•	the loss of any of our significant customers;

•	the failure to achieve or sustain desired pricing levels;

•	consolidation among, or network buildouts by, customers could cause us to lose transaction volume and affect pricing;

•	the reduction of services by existing customers;

•	increased competition;

•	our customers may develop in-house solutions and no longer use our services;

•	the success of our international expansion is uncertain;

•	political instability in certain countries where we operate;

•	our compliance with anti-corruption laws and regulations;

•	our ability to receive and retain licenses or authorizations required to conduct our business internationally, including in countries targeted by economic sanctions;

•	security breaches which could result in significant liabilities;

•	changes in the regulatory landscape affecting us and our customers;

•	additional costs and liabilities for maintaining customer privacy;

•	failure to protect our intellectual property rights or claims by third parties that we infringe on their intellectual property rights;

•	our ability to achieve desired organic growth

•	our ability to service our debt, including the Notes;

•	the significant influence Carlyle has over corporate decisions;

•	fluctuation in currency exchange rates and international tax compliance risks; and

•	impairment of our intangible assets or goodwill.

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•	Clear, process and exchange end-user billing records.

•	Process and settle payments between participants in the mobile ecosystem.

•	Activate, authenticate and authorize end-user mobile activities.

•	Manage the worldwide routing and delivery of text (SMS), multimedia (MMS) and next generation messaging.

•	Provide data transport services over our global IP data network regardless of technology protocol.

•	Provide intelligent policy and charging tools that enable our customers to use real-time data for improved end-user experience.

•	Provide risk management tools to prevent fraudulent activity on operator networks and identify problem areas in the end to end billing cycle.

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•	Connect enterprises to the mobile ecosystem to allow them to reliably reach and interact with their customers and employees via mobile devices.

•	Bridge OTTs to the mobile ecosystem allowing OTT end-users to seamlessly interact with traditional mobile end-users.

•	Enable enterprises to rapidly execute and optimize their mobile communications initiatives.

•	Provide data analytics and business intelligence solutions designed to measure, enhance and secure the end-user experience for our enterprise customers.

•	Provide solutions to enable MNOs to measure and manage the subscriber experience across networks.

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We can identify a user of a social network who has landed in a foreign country but is not using data services. We can then offer the end-user a data roaming plan paid for and branded by the social network. This strategy enables the social network to reinforce its brand value with the end-user while facilitating the user’s social network engagement when traveling abroad, at no cost to the end-user.

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We can provide a financial institution with the capability to send reward redemption offers for opted-in customers to fulfill by simply replying to a text message (reply-to-redeem). The solution allows end-users to check their point balances and to redeem eligible rewards by simply texting a dedicated code (text-to-redeem) which enhances the financial institutions customer loyalty program and drives better engagement with points redemption.

•	Ability to operate across and translate between all network technology types, including 2G, 3G, 4G, LTE and Wi-Fi, device types such as smartphones, tablets and PCs, and business models introduced by new entrants to the mobile ecosystem.

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•	Market-leading proprietary technology applications and robust global networks with network availability exceeding 99.999%.

•	Platform integration into and trusted deep relationships with approximately 1,000 MNOs and 550 OTTs and enterprises in nearly 200 countries.

•	Ability to independently monitor and enforce complex contractual arrangements between our customers.

•	Access to a unique portfolio of real-time data and the ability to produce analytical insights from this data enabling our customers to enhance their end-user experience.

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•	Build upon our extensive access to transaction data, mobile ecosystem expertise and deep trusted relationships with our existing customers to increase the number of services sold to them.

•	Deepen our existing relationships with our international customers by cross-selling a more diverse set of services to our existing customers outside of North America.

•	Build relationships with new customers by capitalizing on our globally recognized reputation for customer service, reliability and innovation.

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•	Further develop our international operations, including our regionalized sales force, network infrastructure and operational support capabilities.

•	Partner with our enterprise customers as they expand their businesses into developing and emerging markets and seek to realize value from customer data generated across the global mobile ecosystem.

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•	Sales. Our sales team is geographically diverse and regionally focused. Sales executives, product specialists and client support personnel are organized geographically within regional offices responsible for customers in North America, Caribbean and Latin America, Asia Pacific and Europe, Middle East and Africa.

•	Marketing. Our marketing organization is comprised of marketing and communications employees. This organization is responsible for consistent communications and global brand management as well as market planning and analysis and industry relations. This includes product marketing and competitive analysis, media relations, event planning, web marketing and marketing communications.

•	Product Management. Working with the sales organization, product managers are responsible for managing the product’s positioning throughout the life cycle as well as managing costs and pricing. These responsibilities include developing strategic product and market plans, specifying product requirements, planning development resources and managing product launches.

•	Product Development and Life Cycle. Delivers new product development, enhancements and maintenance releases and develops integrated solutions that address customer needs.

•	Operational Support Services. Provides 24 hours per day, seven days per week, 365 days per year operational product support to ensure a high level of service and system availability.

•	Technology Services. Maintains the high quality of customer service through centralized testing, system/data base administration, configuration management, security and network engineering and operations.

•	Innovation. Researches new technologies to identify innovative solutions, develops proof of concepts and launches new services all in support of the evolving needs of our customers.

•	Customer Service, Documentation and Training. Provides “front-line” support for our global customers. Our Documentation and Training group publishes the technical documentation accompanying portfolio of services in multiple languages and also travels nationally and globally to provide strategic customer training.

•	Operator Business Process Outsourcing. Provides flexible services designed with features for planning, reporting, monitoring and analyzing customer roaming agreements.

•	Internal Operations Support. Manages internal hardware and software technology programs as well as the Local Area Network, internet, email and departmental servers for our employees. Other internal operations functions include information security, facilities management and disaster recovery.

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Network Operations Center. We maintain a state-of-the-art Network Operations Center that actively monitors applications, network and connections to customers. The Network Operations Center provides support both domestically and globally 24 hours per day, seven days per week, 365 days per year. The Network Operations Center proactively identifies potential issues with our applications, operating system, network, switch connectivity and call processing. These issues are managed through resolution with customers in conjunction with Inter-

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•	Network Services. Designs, develops and supports our signaling and IP networks. Employees within Network Services work closely with other functional departments and vendors to ensure that we are engineering and maintaining cost effective and reliable network services that meet customers’ needs.

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•	our computer software or hardware, or our customers’ or suppliers’ computer software or hardware;

•	our network, our customers’ networks or our suppliers’ networks; and

•	our connections and outsourced service arrangements with third parties.

•	power loss, transmission cable cuts and other telecommunications and utility failures;

•	hurricanes, fires, earthquakes, floods and other natural disasters;

•	a terrorist attack in the U.S. or in another country in which we operate;

•	interruption of service arising from facility migrations, resulting from changes in business operations including acquisitions;

•	computer viruses or software defects;

•	loss or misuse of proprietary information or customer data that compromises security, confidentiality or integrity; and

•	errors by our employees or third-party service providers.

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•	greater than expected costs, management time and effort involved in identifying, completing and integrating acquisitions;

•	potential disruption of our ongoing business and difficulty in maintaining our standards, controls, information systems and procedures;

•	diversion of management’s attention from other business concerns;

•	entering into markets and acquiring technologies in areas in which we have little experience;

•	acquiring intellectual property which may be subject to various challenges from others;

•	the inability to successfully integrate the services and personnel of any acquisition into our operations;

•	the inability to achieve expected synergies, business growth opportunities, cost savings and other benefits we anticipate;

•	a need to incur debt, which may reduce our cash available for operations and other uses;

•	incurrence of liabilities and claims arising out of acquired businesses; and

•	unforeseen integration difficulties that may cause service disruptions.

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•	failure to implement our business plan for the combined business;

•	our inability to achieve operating synergies anticipated in the acquisitions;

•	failure to retain key customers and third-party vendors;

•	diversion of management attention from ongoing business concerns;

•	unanticipated changes in applicable laws and regulations;

•	failure to retain key employees;

•	operating risks in the acquired businesses and our business; and

•	unanticipated issues, expenses and liabilities.

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•	the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

•	fluctuations in currency exchange rates;

•	foreign customers may have longer payment cycles than customers in the U.S., including in order to comply with local currency laws;

•	U.S. and foreign import, export and related regulatory controls on trade;

•	tax rates in some foreign countries may exceed those of the U.S. and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls, taxes upon repatriation or other restrictions;

•	reputational harm or other adverse consequences due to our operations in jurisdictions subject to the OFAC laws and regulations. See “We currently conduct limited business operations and expect to continue such operations in countries targeted by U.S. and E.U. economic sanctions”;

•	general economic and political conditions in the countries where we operate may have an adverse effect on our operations in those countries or not be favorable to our growth strategy;

•	unexpected changes in regulatory requirements;

•	the difficulties associated with managing a large organization spread throughout various countries, including recruiting and hiring adequate and competent personnel and maintaining our standards, controls, information systems and procedures;

•	the risk that foreign governments may adopt regulations or take other actions that would have a direct or indirect adverse impact on our business and market opportunities, including for example a delay we experienced in receiving regulatory confirmation for the commencement of number portability services in India; and

•	the potential difficulty in enforcing intellectual property rights in certain foreign countries.

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•	adequately fund our operations;

•	enhance and expand the range of services we offer;

•	maintain and expand our network;

•	respond to competitive pressures and potential strategic opportunities, such as investments, acquisitions and international expansion;

•	acquire or invest in complementary businesses, services or technologies;

•	hire, train and retain key employees; or

•	respond to unanticipated capital requirements.

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•	be expensive and time-consuming to defend;

•	adversely affect our relationships with our current or future customers;

•	cause us to cease making, licensing, using or selling equipment or services that incorporate the challenged intellectual property;

•	require us to redesign our equipment or services, if feasible;

•	divert management’s attention and resources; and

•	require us to enter into royalty or licensing agreements in order to obtain the right to use necessary intellectual property.

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•	expand the range of services we offer to customers to address their evolving needs;

•	attract new customers;

•	increase the number of services provided to existing customers; and

•	achieve expected revenue from new customer contracts.

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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, research and development efforts and other purposes. During the year ended December 31, 2015, interest and other payments on our indebtedness totaled $109.4 million, which accounted for approximately 67.6% of net cash provided by operating activities. Based on our outstanding indebtedness at December 31, 2015, we expect to incur annual interest expense of $107.9 million in 2016 and $106.6 million in 2017, which is approximately 66.7% and 65.9%, respectively, of our fiscal 2015 net cash provided by operating activities. We currently expect to make a principal payment of approximately $36.2 million in early 2016, as required pursuant to the excess cash flow provision of our Senior Credit Facility (as defined below). We are not required to make any other principal payments on our indebtedness until 2018, however we may do so at our election;

•	increase our vulnerability to and limit our flexibility in planning for, or reacting to, a potential downturn in general economic conditions or in one or more of our businesses;

•	restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;

•	expose us to the risk of increased interest rates as borrowings under the Senior Credit Facility (defined below) are subject to variable rates of interest;

•	expose us to additional risks related to currency exchange rates and repatriation of funds;

•	place us at a competitive disadvantage compared to certain of our competitors who have less debt, including during times of adverse economic and industry conditions;

•	limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions and general corporate or other purposes; and

•	limit our ability to refinance outstanding indebtedness on commercially reasonable terms or at all.

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•	incur or guarantee additional indebtedness;

•	issue disqualified and preferred stock;

•	make certain investments;

•	pay dividends or make distributions on our capital stock;

•	sell assets, including capital stock of restricted subsidiaries;

•	agree to payment restrictions affecting our restricted subsidiaries;

•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•	enter into transactions with our affiliates;

•	incur liens; and

•	designate any of our subsidiaries as unrestricted subsidiaries.

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ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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(1)	Results include the following acquisitions in the respective periods subsequent to the acquisition date: Aicent acquisition completed in August 2014, MACH acquisition completed in June 2013, and the Merger completed in January 2011.

(2)	Depreciation and amortization excludes accretion of debt discount and amortization of deferred finance costs, which are both included in Interest expense within the Statement of Operations Data.

(3)	Employee termination benefits represents costs related to severance and other employee related costs that are unrelated to a restructuring plan. See Note 13 to our consolidated financial statements for additional information regarding Employee termination benefits.

(4)	Restructuring represents costs related to certain exit activities such as involuntary termination costs and contract termination costs. See Note 13 to our consolidated financial statements for additional information regarding Restructuring.

(5)	The year ended December 31, 2015 and 2014 reflects costs associated with the acquisition of Aicent and includes professional services costs, such as legal, tax, audit and transaction advisory costs.

(6)	The years ended December 31, 2013 and 2012 reflect costs associated with the acquisition of MACH and include professional services costs, such as legal, tax, audit and transaction advisory costs.

(7)	The period from January 13 to December 31, 2011 and the period from January 1 to January 12, 2011 reflects costs associated with the Merger and related financing transactions, such as legal, advisory and investment banker fees and accelerated stock-based compensation expense.

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(8)

The years ended December 31, 2014, 2013 and 2012, the periods January 13, 2011 through December 31, 2011 and January 1, 2011 through January 12, 2011 reflect a reclassification of Interest income into the Interest expense, net line item in our consolidated statements of operations to conform to the current year presentation. The reclassification had no effect on our reported results of operations.

(9)	The years ended December 31, 2014, 2013, 2012 and 2011 reflect a reclassification of deferred financing costs from Prepaid and other current assets and Deferred costs, net into the Long-term debt, net of original issue discount and deferred financing costs line item in the consolidated balance sheets to conform with ASU 2015-03.

(10)	The years ended December 31, 2014 reflect a reclassification of the current portion of Deferred tax assets and Deferred tax liabilities to long-term Deferred tax assets and long-term Deferred tax liabilities in the consolidated balance sheets to conform with ASU 2015-17.

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	Clear, process and exchange end-user billing records.

•	Process and settle payments between participants in the mobile ecosystem.

•	Activate, authenticate and authorize end-user mobile activities.

•	Manage the worldwide routing and delivery of text (SMS), multimedia (MMS) and next generation messaging.

•	Provide data transport services over our global IP data network regardless of technology protocol.

•	Provide intelligent policy and clearing tools that enable our customers to use real-time data for improved end-user experience.

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•	Provide mobile protection tools to prevent fraudulent activity on operator networks and identify problem areas in the end to end billing cycle.

•	Connect enterprises to the mobile ecosystem to allow them to reliably reach and interact with their customers and employees via mobile devices.

•	Bridge OTTs to the mobile ecosystem allowing OTT end-users to seamlessly interact with traditional mobile end-users.

•	Enable enterprises to rapidly execute and optimize their mobile communications initiatives.

•	Provide data analytics and business intelligence solutions designed to measure, enhance and secure the end-user experience for our enterprise and OTT customers.

•	Provide solutions to enable MNOs to measure and manage the subscriber experience across networks.

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rapid technological change in the industries we serve, including the increasing demand for seamless and ubiquitous connectivity, personalized mobile services and the proliferation of new and increasingly complex mobile devices, which could lead to growth in our potential customer base, increased opportunities to provide new services to our customers and increased transaction volumes. We may also increase investment in our business in order to develop new technologies and services to effectively serve our customers in light of these developments. In addition, our failure or inability to respond to these developments through the provision of new or updated services or otherwise could have a negative effect on our ability to grow or retain our customer base and on our transaction volumes;

•	the rate at which new entrants to the mobile ecosystem adopt our services in order to connect to other mobile participants which will affect the extent to which new entrants potentially seek to utilize our services, which will affect growth in transaction volumes and revenue;

•	downward pressure on the prices we charge for our services from our existing customers as we enter into contract renewals, which could have a negative impact on our revenues and margin;

•	the extent to which our customers buildout or expand their own networks, which could have a negative impact on transaction volume from those customers and on our revenue;

•	our ability to realize some or all of the anticipated benefits from our acquisition of the MACH and Aicent businesses;

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•	costs associated with our international operations, including integration of acquired international operations, compliance with applicable foreign regulations and fluctuations in foreign currency exchange rates may differ from historical experience and our projections, which could impact our earnings;

•	the rate of growth associated with our expanded international operations and geographic reach, which may lead to an increase in our number of customer and transaction volumes and would affect our future revenue growth;

•	our ability to execute on currently pending and future cost savings initiatives, including efficient resource allocation, management realignment and other activities;

•	the extent to which current or future customers develop in-house solutions to provide analogous services or seek alternative providers of our services, which could reduce the number of services we provide their customers and our overall termination volumes which would have a negative impact on our revenue;

•	consolidation in the mobile industry which may result in reduced transaction volumes, and, as a result, have a negative impact on our revenue;

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the extent to which increasingly complex requirements and changes in the regulatory landscape drive the need for enhancements to our existing services and infrastructure, the development of new compliance oriented services and the design and implementation of internal control procedures and processes, any of which may increase operational costs and burdens which could reduce our operating margins. Our ability to adapt to these new requirements and provide compliant services also could improve our competitive position and generally drive growth in demand for our services, which would drive growth in our revenue; and

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proposed European Commission regulations that may affect our MNO customers’ roaming charges and increase downward pressure on the prices we charge for our data clearing services. A decrease in roaming charges may also lead to an increase in the number of roaming transactions, as the cost to end-users for such transactions would be reduced, and such an increase could drive growth in the number of transactions we process, which could positively affect our revenue.

•	Cost of operations includes data processing costs, network costs, variable costs, such as revenue share service provider arrangements and message termination fees, facilities costs, hardware costs, licensing fees, personnel

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•	Sales and marketing includes personnel costs, advertising and website costs, trade show costs and related marketing costs.

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General and administrative includes research and development expenses, a portion of the expenses associated with our facilities, business development expenses, and expenses for executive, finance, legal, human resources and other administrative departments and professional service fees relating to those functions. Our research and development expenses, consisting primarily of personnel costs, relate to technology creation, enhancement and maintenance of new and existing services.

•	Depreciation and amortization relate primarily to our property and equipment, capitalized software and identifiable intangibles including our SS7 network, computer equipment, infrastructure facilities related to information management and other identifiable intangible assets recorded as a result of purchase accounting.

•	Employee termination benefits represents non-retirement post-employment benefit costs including severance, benefits and other employee related costs.

•	Restructuring represents costs related to certain exit activities such as involuntary termination costs and contract termination costs.

•	Acquisitions include professional services costs, such as legal, tax, audit and transaction advisory costs related to the MACH Acquisition and the Aicent Acquisition (collectively, the “Acquisitions”).

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•	decreased net income adjusted for non-cash items of $24.5 million, primarily due to lower operating income as compared to the same period in 2014.

•	increased cash provided by working capital of $18.4 million due primarily to a decrease in the payment of performance-based compensation awards, lower income tax payments and timing of payments to vendors, partially offset by higher accounts receivable driven by timing of collections.

•	cash used for acquisitions decreased $290.0 million due to the Aicent Acquisition in 2014;

•	decreased capital expenditures of $23.5 million, primarily due to reductions in investments for acquisition integration activities and lower spending on data center capacity and our internal infrastructure; and

•	an increase in proceeds from divestitures of $1.5 million driven by $2.2 million received from escrow during the year ended December 31, 2015 related to a divestiture in 2013.

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•	the payment of a $0.6 million certificate of deposit during the year ended December 31, 2015 compared to a redemption of $3.7 million in the same period in 2014.

•	a principal payment on our Revolving Credit Facility of $10.0 million during the year ended December 31, 2015 compared to a net draw on the Revolving Credit Facility of $10.0 million in the same period in 2014; and

•	increased payments on capital lease obligations of $1.8 million.

•	contributions from Syniverse Corporation of $0.8 million during the year ended December 31, 2015 compared to distributions of $1.8 million in the same period in 2014.

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•	excludes certain tax payments or the cash requirements necessary to service interest or principal payments on our debt that may represent a reduction in cash available to us;

•	does not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

•	does not reflect cash outlays for future contractual commitments;

•	does not reflect changes in, or cash requirements for, our working capital needs; and

•	does not reflect the significant interest expense on our debt.

(a)	Reflects employee termination benefits expense which represents severance and other employee related costs that are unrelated to a restructuring plan.

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(b)	Reflects restructuring expense which represents costs related to certain exit activities such as involuntary termination costs and contract termination costs.

(c)	Reflects non-cash expenses related to equity compensation awards.

(d)	Reflects expenses associated with the Acquisitions, including professional services costs, such as legal, tax, audit and transaction advisory costs.

(e)	Reflects items associated with business development activities; integration activities, such as incremental contractor, travel and marketing costs; and other expenses such as certain advisory services and employee retention costs.

(f)	Reflects costs associated with the transition of our Chief Executive Officer, including recruiting and travel expenses.

(g)	Reflects management fees paid to Carlyle and related expenses pursuant to a consulting agreement with Carlyle.

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(1)	Based on an assumed interest rate on the Senior Credit Facility of 4.00% based on the current Eurodollar rate loan option and the interest rate on the Senior Notes of 9.125%.

(2)	Reflects estimated office space and property and equipment operating lease payments based on contractual rates.

(3)	Reflects purchase and contractual obligations for property and equipment, software licenses and services.

(4)	Reflects capital lease obligations for certain software licenses and computer equipment.

(5)	Reflects estimated obligations from a noncontributory, defined benefit retirement plan associated with one of our foreign subsidiaries.

(6)	The timing of cash outflows related to liabilities for uncertain tax positions, and the interest thereon, cannot be estimated and, therefore, has not been included in the table. See Note 14 to our consolidated financial statements for additional information regarding the liabilities for uncertain tax positions.

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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•	to attract and retain the best possible executive talent;

•	to achieve accountability for performance by linking annual cash incentive compensation to the achievement of measurable performance objectives; and

•	to align executive officers’ incentives with increases in shareholder value and the achievement of corporate objectives.

•	performance against corporate objectives for the year;

•	value of an individual’s unique skills and capabilities to support our objectives;

•	contribution as a member of the executive management team; and

•	relevant market data for comparable positions in comparable companies.

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•	base salary;

•	annual incentive compensation;

•	other one-time signing or re-location bonuses; and

•	long-term equity incentive compensation.

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*

For purposes of determining whether these targets were achieved, Adjusted EBITDA and Free Cash Flow are considered non‑GAAP financial measures. See "Non-GAAP Financial Measures" included in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein for a reconciliation of these non‑GAAP financial measures to the most directly comparable financial measure presented in accordance with GAAP and the reasons management believes the presentation of these non‑GAAP financial measures provide useful information.

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•	a 401(k) plan, pursuant to which participants received a 2% core contribution and a 3% company match assuming they contribute at least 4% to the plan, up to the federal limit;

•	health, dental and insurance plans; all employees, including executives, pay a portion of premiums due for health coverage; and

•	basic employee life insurance and accidental death and dismemberment coverage equal to the lesser of one times base salary or $350,000 as well as short-term disability coverage at no cost to the employee.

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(1)	Mr. Gray became our Interim President and Chief Executive Officer on August 26, 2014, and our President and Chief Executive Officer on February 25, 2015.

(2)	Mr. Reich became our Executive Vice President and Chief Financial Officer on April 1, 2015.

(3)	Mr. Hitchcock became our Executive Vice President, Global Product Management and Development on April 1, 2015. Prior to that he was our Chief Financial and Administrative Officer.

(4)	Ms. Binion became our Senior Vice President and General Counsel in 2008. She was not a named executive officer in 2013 or 2014.

(5)	Mr. McRae became our Chief Information Officer in September 2014. He was not a named executive officer in 2013.

(6)	Reflects the grant date fair value of stock and option awards granted in the applicable year, determined in accordance with the accounting guidance for share-based compensation under ASC Topic 718. The assumptions used in the calculation of the grant date fair values of the option awards are included in Note 11 to our consolidated financial statements included in this Annual Report on Form 10-K.

(7)	Reflects the annual non-equity incentive bonuses earned during the applicable year.

(8)

The amounts for 2015 reflect the 401(k) Core and Company Match contributions for Mr. Gray, Mr. Reich, Mr. Hitchcock, Mr. de Cárdenas, Ms. Binion and Mr. McRae. In addition, for Mr. Gray All Other Compensation includes $257,253 of aggregate incremental cost for commuter use of the Company’s fractional ownership aircraft. The aggregate incremental cost is calculated based on our estimated variable operating costs, which include the fuel, maintenance, landing fees, trip-related hangar/parking costs and other smaller variable costs.

(9)	For Mr. Gray, reflects his $1,300,000 signing bonus. For Mr. Reich, reflects his relocation bonus of $160,000. For Mr. Hitchcock, reflects special bonus paid to significant contributors in completing the MACH acquisition.

(10)	Reflects the grant date fair value of Mr. Reich’s option awards ($1,299,321) and the incremental fair value related to the modification of his option awards as of the modification date ($366,039), as described in the Compensation Discussion and Analysis.

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(1)	Represents potential threshold, target and maximum payout opportunities under the annual incentive plan excluding individual performance qualifiers. Actual amounts earned under the annual incentive plan are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation table.

(2)	Reflects restricted stock awards with service-based vesting requirements.

(3)	Reflects option awards with service-based vesting requirements.

(4)	The price is the fair value of Syniverse Corporation’s common stock on the grant date.

(5)	Reflects the grant date fair value of the option and restricted stock unit awards, determined in accordance with ASC Topic 718. The assumptions used in the calculation of the grant date fair values of the option awards are included in Note 11 to our consolidated financial statements included in this Annual Report on Form 10-K.

(6)	Reflects the incremental fair value of Mr. Reich’s option awards resulting from the modifications of such award in May 2015, as discussed in more detail in the Compensation Discussion and Analysis.

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(1)	175,000 options vest on December 12, 2016, provided that the executive remains in continuous service on the vesting date.

(2)	375,000 options vest on each February 25, 2016, February 25, 2017, February 25, 2018, February 25, 2019, provided that the executive remains in continuous service on each applicable vesting date.

(3)	90,000 options vest on each April 1, 2016, April 1, 2017, April 1, 2018, April 1, 2019, provided that the executive remains in continuous service on each applicable vesting date.

(4)	25,000 options vest on each May 20, 2016, May 20, 2017, May 20, 2018, May 20, 2019, provided that the executive remains in continuous service on each applicable vesting date.

(5)	10,000 options vest on each May 20, 2016, May 20, 2017, May 20, 2018, May 20, 2019, provided that the executive remains in continuous service on each applicable vesting date.

(6)	10,000 options vest on each of December 31, 2016 and December 31, 2017, provided that the executive remains in continuous service on each applicable vesting date.

(7)

The options were eligible to vest and become exercisable provided that the executive remained in continuous service through the date that the Compensation Committee determined whether the respective EBITDA Targets or Cumulative EBITDA Targets had been met, as follows: (i) an installment consisting of one-third of the options was eligible to vest on a date on or within 90 days following December 31, 2015 if, as of such date, the Compensation Committee had determined that the EBITDA as of December 31, 2015 was equal to or exceeded the applicable EBITDA Target for such year; and (ii) an installment consisting of two-thirds of the options was eligible to vest on a date on or within 90 days following December 31, 2015 if, as of such date, the Compensation Committee had determined that (A) the EBITDA as of December 31, 2015

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(8)

The options will become vested and exercisable provided that the executive remains in continuous service through the date that the Compensation Committee determines whether the respective EBITDA Targets or Cumulative EBITDA Targets have been met, as follows: (i) an installment consisting of one-fifth of the options will become vested and exercisable on a date on or within 90 days following December 31, 2016 if, as of such date, the Compensation Committee has determined that the EBITDA as of December 31, 2016 equals or exceeds the applicable EBITDA Target for such year; and (ii) an installment consisting of three-fifths of the options will become vested and exercisable on a date on or within 90 days following December 31, 2016 if, as of such date, the Compensation Committee has determined that (A) the EBITDA as of December 31, 2016 equals or exceeds the applicable EBITDA Target for 2016 and (B) the Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target through December 31, 2016.

(9)	7,500 options vest on each May 20, 2016, May 20, 2017, May 20, 2018, May 20, 2019, provided that the executive remains in continuous service on each applicable vesting date.

(10)	Based on fair market value of Syniverse Corporation common stock of $11.25 as of December 31, 2015.

(11)	280,000 shares vest on February 25, 2016, 245,000 shares vest on February 25, 2017 and 175,000 shares vest on February 25, 2018, provided that the executive remains in continued service through each applicable vesting date.

(12)	36,000 shares vest on April 1, 2016, 31,500 shares vest on April 1, 2017 and 22,500 shares vest on April 1, 2018, provided that the executive remains in continued service through each applicable vesting date.

(13)	5,747 shares vest on August 16, 2016, provided that the executive remains in continued service through the vesting date.

(14)	82,000 shares vest on May 20, 2016, 71,750 shares vest on May 20, 2017 and 51,250 shares vest on May 20, 2018, provided that the executive remains in continued service through each applicable vesting date.

(15)	5,747 shares vest on each of September 12, 2016 and September 12, 2017, provided that the executive remains in continued service through each applicable vesting date.

(16)	32,000 shares vest on May 20, 2016, 28,000 shares vest on May 20, 2017 and 20,000 shares vest on May 20, 2018, provided that the executive remains in continued service through each applicable vesting date.

(17)	24,000 shares vest on May 20, 2016, 21,000 shares vest on May 20, 2017 and 15,000 shares vest on May 20, 2018, provided that the executive remains in continued service through each applicable vesting date.

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•	if the date of termination occurs during the period beginning on February 25, 2015 and ending on February 25, 2016, 25% of the stock option will become vested and exercisable and 40% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on February 26, 2016 and ending on February 25, 2017, 50% of the stock option will become vested and exercisable and 75% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on February 26, 2017 and ending on February 25, 2018, 75% of the stock option will become vested and exercisable and 100% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on February 26, 2018 and ending on February 25, 2019, 100% of the stock option will become vested and exercisable; and

•	if the date of termination occurs during the 180-day period prior to a change in control of the Company, all of the stock option will become vested and exercisable and all of the RSUs will automatically become vested.

•	if the date of termination occurs during the period beginning on April 1, 2015 and ending on April 1, 2016, 25% of the stock option will become vested and exercisable and 40% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on April 2, 2016 and ending on April 1, 2017, 50% of the stock option will become vested and exercisable and 75% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on April 2, 2017 and ending on April 1, 2018, 75% of the stock option will become vested and exercisable and 100% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on April 2, 2018 and ending on April 1, 2019, 100% of the stock option will become vested and exercisable; and

•	if the date of termination occurs during the 180-day period prior to a change in control of the Company, all of the stock option will become vested and exercisable and all of the RSUs will automatically become vested.

•	if the date of termination occurs during the period beginning on May 18, 2015 and ending on May 18, 2016, 25% of the stock option will become vested and exercisable and 40% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on May 19, 2016 and ending on May 18, 2017, 50% of the stock option will become vested and exercisable and 75% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on May 19, 2017 and ending on May 18, 2018, 75% of the stock option will become vested and exercisable and 100% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on May 19, 2018 and ending on May 18, 2019, 100% of the stock option will become vested and exercisable; and

•	if the date of termination occurs during the 180-day period prior to a change in control of the Company, all of the stock option will become vested and exercisable and all of the RSUs will automatically become vested.

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(1)	Reflects the executive’s base salary as of December 31, 2015 which amount would be payable in installments over one year.

(2)	Reflects 100% of the executive’s 2016 target bonus as of December 31, 2015, payable at such time as the bonus would have been paid absent the executive’s termination of employment.

(3)	Represents an estimated value, based on current rates, for payment of the employee-portion of any COBRA premiums for 12 months.

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(4)

For purposes of this calculation, the value of the unvested stock options is based on the difference between the fair market value of our common stock on December 31, 2015 ($11.25) and the exercise price of the unvested option. Excludes any unvested stock options having an exercise price that is equal to or greater than the fair market value of our common stock on December 31, 2015 ($11.25). The value of unvested shares of restricted stock or restricted stock units is based on the fair market value of our common stock on December 31, 2015 ($11.25).

(5)	Pursuant to Mr. Gray’s employment agreement, if his date of termination occurs during the period beginning on February 25, 2015 and ending on February 25, 2016, 25% of the stock options granted on February 25, 2015 will immediately become vested and exercisable and 40% of the RSUs granted on February 25, 2015 will become automatically vested.

(6)	Pursuant to Mr. Reich’s employment agreement, if his date of termination occurs during the period beginning on April 1, 2015 and ending on April 1, 2016, 25% of the stock options granted on April 1, 2015 will immediately become vested and exercisable and 40% of the RSUs granted on April 1, 2015 will become automatically vested.

(7)

Pursuant to Mr. Hitchcock’s employment agreement, if his date of termination occurs during the period beginning on December 31, 2015 and ending on December 30, 2016, 100% of his restricted stock granted on August 16, 2013 will automatically become vested. Pursuant to Mr. de Cárdenas’ employment agreement, if the date of termination occurs during the period beginning on December 31, 2015 and ending on December 30, 2016, 100% of the restricted stock granted on September 12, 2014 will automatically become vested.

(8)

Pursuant to Messrs. Hitchcock’s and de Cárdenas’ employment agreements, all of Messrs. Hitchcock’s and de Cárdenas’ stock options granted in 2011 will become vested and exercisable and, if the executive’s date of termination occurs during the period beginning on May 18, 2015 and ending on May 18, 2016, 25% of the stock options granted on May 20, 2015 will immediately become vested and exercisable and 40% of the RSUs granted on May 20, 2015 will become automatically vested.

(9)

As previously announced by the Company on March 15, 2016, Mr. de Cárdenas’ employment will terminate on March 31, 2016. The Company has entered into a separation agreement with Mr. de Cárdenas pursuant to which he will receive (i) severance payments equal to $460,000, (ii) an amount equal to his annual incentive plan target bonus payment for 2016 equal to $368,000, (iii) continued group health benefits under COBRA at the same cost as active employees for a period of up to twelve months following termination; and (iv) a one-time lump sum payment equal to $105,000. In addition, in accordance with Mr. de Cárdenas’ employment agreement, (i) 100% of the restricted shares granted to Mr. de Cárdenas in September 2014, (ii) 25% of the stock options granted to Mr. de Cárdenas in May 2015 (the “2015 Stock Options”), and (iii) 40% of the restricted stock units granted to Mr. de Cárdenas in May 2015 (the “2015 RSUs”) will automatically become vested on his separation date. In addition, (i) the stock options granted to Mr. de Cárdenas in May and July of 2011 (the “2011 Stock Options”) and the 2015 Options will not expire and the 2015 RSUs not otherwise vested on his separation date will not be forfeited until the 181st day following his separation date, and (ii) if the separation date occurs within the 180-day period immediately prior to the consummation of a change in control, then any portion of the 2011 Stock Options, the 2015 Stock Options and the 2015 RSUs not otherwise vested will automatically become vested as of the date of the consummation of the change in control.

(10)	Pursuant to the executive’s stock option agreement, if the executive’s employment is terminated within the 12-month period immediately following a change in control, all of the executives’ stock options, restricted stock and RSUs automatically become vested and exercisable.

(11)	Messrs. Gray, Reich, Hitchcock and de Cárdenas’ employment agreements provide that the executives’ unvested stock options, restricted stock and RSUs will become immediately vested upon a change in control, provided that the executive is employed by us on the date of the change in control.

(12)	For purposes of the table, the term “Qualifying Termination” for each executive refers to a termination of employment that would trigger severance payments for such executive as described above in the narrative to this table.

(13)	If an executive meets the requirements for disability under our long-term disability plan he is also entitled to receive benefits under our long-term disability plan.

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(1)	As of December 31, 2015, the Directors held the number of outstanding option awards listed below:

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

•	each of our named executive officers;

•	each of our directors;

•	all of our named executive officers and directors as a group; and

•	each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock.

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(1)

Represents shares held by the following investment funds associated with Carlyle: Carlyle Partners V, L.P., Carlyle Partners V-A, L.P., CP V Coinvestment A, L.P., and CP V Coinvestment B, L.P. and Carlyle Syniverse Co-Investment L.P., which are together referred to as the “Carlyle Funds.” Carlyle Partners, V, L.P. holds 101,609,306 shares, Carlyle Partners V-A, L.P. holds 2,045,017 shares, CP V Coinvestment A, L.P. holds 3,574,000 shares, and CP V Coinvestment B, L.P. holds 731,677 shares and Carlyle Syniverse Co-Investment L.P. holds 12,040,000 shares. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the managing member of TC Group V, L.L.C., which is the general partner of TC Group V, L.P., which is the general partner of each of the Carlyle Funds. Voting and investment determinations with respect to the shares held by the Carlyle Funds are made by an investment committee of TC Group V, L.P. comprised of the following persons: Daniel D’Aniello, William Conway, David Rubenstein, Kewsong Lee, Louis Gerstner, Allan Holt, Peter Clare, Gregor Boehm and Thomas Mayrhofer. Each member of the investment committee of TC Group V, L.P. disclaims beneficial ownership of such shares. The address of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Walkers Corporate Services Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands. The address of each of the other persons or entities named in this footnote is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004.

(2)	Mr. Gray also serves as a director of the Company. Includes 10,000 shares owned, 199,000 vested options, 700,000 shares of restricted common stock and 6,000 options that will vest within 60 days of February 28, 2016.

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(3)	Includes 90,000 or restricted common stock.

(4)	Includes 680,000 vested options and 219,098 shares of restricted common stock.

(5)	Includes 10,000 shares owned, 680,000 vested options and 219,830 shares of restricted common stock.

(6)	Includes 113,333 vested options and 94,098 shares of restricted common stock.

(7)	Includes 10,000 shares owned, 143,333 vested options and 60,000 shares of restricted common stock.

(8)	Includes 50,000 shares owned and 50,000 vested options.

(9)	Includes 100,000 shares owned, 24,000 vested options and 6,000 options that will vest within 60 days of February 28, 2016.

(10)	Includes 20,409 shares owned, 24,000 vested options and 6,000 options that will vest within 60 days of February 28, 2016.

(11)	Includes 255,409 shares owned, 3,508,052 vested options, 1,720,984 shares of restricted common stock and 18,000 options that will vest within 60 days of February 28, 2016.

(1)	2011 Equity Incentive Plan (the “2011 Plan”).

(2)	Reflects 10,922,076 options and 2,230,000 restricted stock units outstanding under the 2011 Plan as of December 31, 2015. It does not include 34,482 shares of restricted stock outstanding under the 2011 Plan as of December 31, 2015.

(3)	All of such shares are available for issuance pursuant to grants of full-value stock awards.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)	Audit fees include fees for our fiscal year-end audit of the consolidated financial statements, statutory audits and review of financial statements included in our Form 10-Q Quarterly Reports.

(2)	Audit-related fees include fees for due diligence performed in connection with proposed acquisitions and internal control attestation services.

(3)	Tax fees include fees for professional services rendered in connection with tax compliance.

(4)	All other includes fees for subscription-based accounting research software.

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ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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•

Mobile Transaction Services facilitate transaction processing for clearing of transaction records, settlement of transaction fees, authentication and activation of subscribers and advanced data transport services, among other MNO and OTT mission critical services. Any time information passes from one network to another, we can provide the connection and process the transaction that enables that exchange.

•

Enterprise & Intelligence Solutions provide enterprises with the ability to reliably reach and deliver messages to all of their customers and employees regardless of geography, network, device or application through our access to the MNOs. In addition, our services are able to leverage end-user trend analysis, real-time activity and profile information to provide uninterrupted and personalized services for end-users, including the creation of specific groups of target MNO, OTT and enterprise customers and enable to selectively schedule and deliver relevant content customized for these specific groups.

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•	the weighted-average fair value per share of stock options granted to employees was $4.59, $6.73 and $7.06, respectively;

•	the total intrinsic value of stock options exercised was $1.1 million, $1.8 million and $0.9 million, respectively; and

•	the total fair value of stock options that vested during the period was $6.8 million, $8.2 million and $10.4 million, respectively.

•	the weighted-average fair value per share of restricted stock awards granted to employees was $11.25, $15.00 and $14.50, respectively; and

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•	the total fair value of restricted stock awards that vested during the period was $0.4 million, $0.3 million for the years ended December 31, 2015 and 2014, respectively, no restricted stock awards vested during the year ended December 31, 2013.

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(1)	Recognition and reduction of valuation allowances

(2)	Adjustments related to the MACH Acquisition

(3)	Adjustments related to the Aicent Acquisition

(4)	Adjustments primarily related to foreign exchange translation

(5)	Valuation allowance for prior periods has been adjusted to include the impact of foreign exchange translation to conform with the current period presentation

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(1)	Incorporated by reference from the Registrants’ Registration Statement on Form S-4 (Registration No. 333-176382) filed by Syniverse Holdings, Inc. and the co-registrants named therein on August 18, 2011.

(2)	Incorporated by reference from the Current Report on Form 8-K filed by Syniverse Holdings, Inc. on April 26, 2012.

(3)	Incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed by Syniverse Holdings, Inc. on March 6, 2013.

(4)	Incorporated by reference from the Quarterly Report on Form 10-Q filed by Syniverse Holdings, Inc. on November 13, 2013.

(5)	Incorporated by reference from the Annual Report on Form 10-K filed by Syniverse Holdings, Inc. on March 25, 2014.

(6)	Incorporated by reference from the Quarterly Report on Form 10-Q filed by Syniverse Holdings, Inc. on May 14, 2014.

(6)	Incorporated by reference from the Quarterly Report on Form 10-Q filed by Syniverse Holdings, Inc. on November 12, 2014.

(7)	Incorporated by reference from the Annual Report on Form 10-K filed by Syniverse Holdings, Inc. on March 11, 2015.

(8)	Incorporated by reference from the Current Report on Form 8-K filed by Syniverse Holdings, Inc. on March 9, 2015.

(9)	Incorporated by reference from the Current Report on Form 8-K filed by Syniverse Holdings, Inc. on February 25, 2015.

(10)	Incorporated by reference from the Current Report on Form 8-K filed by Syniverse Holdings, Inc. on March 20, 2015.

(12)	Incorporated by reference from the Quarterly Report on Form 10-Q filed by Syniverse Holdings, Inc. on August 12, 2015.

(13)	Incorporated by reference from the Quarterly Report on Form 10-Q filed by Syniverse Holdings, Inc. on November 9, 2015.

*	Filed herewith

**	Furnished herewith

#	Management contract or compensatory plan or arrangement