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 the networks of others in the mobile ecosystem;

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

•	our ability to realize the expected benefit of the MACH acquisition;

•	our ability to adapt quickly to technological change;

•	our newly offered products may not be as widely adopted as anticipated;

•	the loss of any of our significant customers;

•	the failure to achieve or sustain desired pricing levels;

•	consolidation among customers could cause us to lose transaction volume and affect pricing;

•	the reduction of services by existing customers;

•	increased competition, including competition from our customers who develop in-house solutions;

•	the success of our international expansion is uncertain;

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

•	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;

•	our compliance with international tax regulations;

•	unfavorable general economic conditions;

•	security breaches which could result in significant liabilities;

•	additional costs and liabilities for maintaining customer privacy;

•	failure to generate the capital necessary to expand our operations and invest in new solutions;

•	failure to protect our intellectual property rights or claims by others that we infringe upon their rights;

•	fluctuations in currency exchange rates;

•	our ability to service our debt; and

•	the significant influence Carlyle has over corporate decisions.

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•	Process, clear and exchange end-user billing records between MNOs.

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

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

•	Manage the routing and delivery of SMS, MMS and next generation messaging.

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

•	Provide business intelligence and real-time policy management applications to optimize performance and enhance the end-user experience.

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

•	Connect enterprises to the mobile ecosystem for enhanced customer and employee engagement.

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

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

•	Provide solutions to enable MNOs to proactively resolve challenges across their networks and service delivery environments.

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	Revenues by service offerings were as follows:

	Mobile Transaction Services

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	Activate, Authenticate and Authorize End-user Mobile Activities

	Manage the Routing and Delivery of SMS, MMS and Next Generation Messaging

	Provide Data Transport Services over Our Global IP Data Network Regardless of Technology Protocol

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	Provide Business Intelligence and Real-time Policy Management Applications to Optimize Performance and Enhance the End-user Experience

	Enterprise & Intelligence Solutions

	Bridge OTTs to the Mobile Ecosystem Allowing OTT End-users to Interact with Traditional Mobile Messaging

	Connect Enterprises to the Mobile Ecosystem for Enhanced Customer and Employee Engagement

	Enable Enterprises to Rapidly Execute and Optimize their Mobile Initiatives

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	Provide Data Analytics and Business Intelligence Solutions Designed to Enhance and Secure the End-user Experience

•	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 with the end-user while facilitating the user’s social network engagement when traveling abroad.

•	We have developed and are currently conducting commercial trials of a new product offering for credit and debit card issuers allowing them to utilize the geo-location feature of a mobile device when faced with a suspicious transaction to help determine whether the cardholder is, in fact, present at the transaction.

	Provide Solutions to Enable MNOs to Proactively Resolve Challenges across their Networks and Service Delivery Environments

	Mobile Subscribers and Traffic Continue to Grow

•	The number of smartphone users is expected to more than double by 2017, from 1.1 billion in 2012 to 2.5 billion in 2017, according to eMarketer.

•	50 billion devices are expected to be connected to the Internet by 2020, up from a projected 25 billion in 2015, according to Cisco.

•	A projected thirteen-fold increase in worldwide mobile data traffic from 2012 to 2017, according to Cisco.

•	An expected CAGR of 77%, 76% and 67% in mobile data traffic in the Middle East and Africa, Asia Pacific and Latin America regions, respectively, from 2012 to 2017, according to Cisco.

•	An expected 18% and 15% increase in mobile phone user penetration in India and China, respectively, from 2012 to 2017, according to eMarketer.

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•	51% of email is now accessed on a mobile device rather than a desktop and 30% of consumers now read their email exclusively on mobile devices.

•	48% of Facebook’s total revenue for the fourth quarter 2013 was derived from mobile activity, with 73% of users accessing their Facebook account via mobile devices on a given day in December 2013, up 49% from December 2012.

•	38% of Netflix subscribers viewed content on mobile phones and iPads in 2013, up from 16% in 2012, according to Nielsen.

•	More than 80% of mobile device owners in the U.S. used their smartphone or tablets to help them shop during the 2013 holiday season, representing more than 86 million consumers (28% of the total U.S. population).

•	90% of executives surveyed look to maintain or increase their investments in mobile technology over the next 12 - 18 months as organizations worldwide recognize the need for a mobile strategy in order to effectively compete in the future, according to an IBM study.

•	Approximately 90% of enterprises plan to support corporate applications on personal mobile devices by the end of 2014, according to Gartner.

•	The trend of turning everyday objects into “data-spewing machines” will support the addition of an estimated $1.9 trillion to the global economy over the next six years, according to Gartner.

•	Continued deployment of evolving network technologies, including LTE and Wi-Fi.

•	The need to bridge mobile traffic between multiple generations of networks and technologies, such as 4G, 3G and 2G networks.

•	Proliferation, increasing sophistication and diversity of mobile devices and their underlying operating systems and technologies.

•	Emergence of OTTs and enterprises and their rapid introduction of innovative applications and services to the mobile ecosystem.

•	Evolving regulatory environment in jurisdictions around the world.

	Growing Demand for Intelligence and Analytics Solutions

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Operational Optimization. MNOs face significant pressure to deliver operational efficiencies and revenue optimization in a highly competitive market. MNOs increasingly rely upon analytical tools and insights to deliver profit improvement, such as fraud prevention and revenue assurance. According to the 2013 CFCA Global Fraud Loss Survey, telecom fraud losses are expected to exceed $46 billion in 2013 globally, greater than 2% of global telecom revenues.

•	End-User Personalization. MNOs and OTTs need business intelligence solutions to tailor their mobile services to optimize each end-user’s individual experience. Further, LTE is driving MNOs to differentiate their services, requiring more real-time analytics, policy management and business intelligence solutions.

•	Mobile End-User Engagement. As the mobile experience evolves, enterprises increasingly demand tools that enable them to capture and analyze the rich stream of information related to their customers’ mobile activity to facilitate the delivery of enhanced marketing, security, payment and engagement solutions to end-users.

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•	Mobile Identity. New approaches to security are emerging, many of which use the unique characteristics of mobile devices (e.g., geo-location services and other elements of mobile context) to reinforce and strengthen security protocols.

	The Need for a Trusted Intermediary in the Mobile Ecosystem

•	Navigating the growing complexity and proliferation of technologies, business models, standards and devices.

•	Establishing robust and secure connections between participants in the mobile ecosystem.

•	Competitive dynamics between various participants in the mobile industry that inhibit direct coordination.

•	Monitoring and enforcing contractual agreements between participants.

•	Real-time access to subscriber data and behaviors outside home networks.

•	Flexibility to operate across and translate between all network technology types, including 2G, 3G, LTE and WiFi, and device types such as smartphones, tablets and PCs.

•	Robust global networks with a footprint in over 200 countries and territories and 99.999% reliability record.

•	Platform integration into and trusted deep relationships with over 1,000 MNOs and 500 OTTs and enterprises.

•	Ability to maintain, 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.

	Industry Leader with Global Scale

	Operational Excellence Supported by Proprietary and Secure Technology Platforms

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	Broad and Differentiated Product Portfolio

	Real Time Data Analytics & Intelligence Capabilities

	History of Innovation and Thought Leadership

	Longstanding Customer Relationships and Diverse Customer Base

	Experienced Management Team

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	Grow and Globalize Our Business

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Further develop our international operations, including our regionalized sales force, network infrastructure and operational support capabilities. Recent examples include the August 2013 establishment of a state-of-the-art global customer support center in Costa Rica that provides technical and support services to customers across Latin America. In addition, we have grown our international workforce from 601 in 2010 to 1,536 in 2013, and we expect this trend to continue.

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Deepen our existing relationships with our international customers by cross-selling a more diverse set of products to our existing customers outside of North America. Revenues generated in the Asia Pacific region have grown at a 24.8% CAGR since 2010, and we recently expanded our relationship with China Unicom by combining our business intelligence, network and campaign management tools to improve their end-user experience.

•	Build relationships with new customers by capitalizing on our globally recognized reputation for customer service, reliability and innovation. Efforts to foster these relationships include the opening of a development center in Nanjing, China in November 2012 that was designed to drive the development of next-generation mobile solutions in the fast-growing Asia Pacific region.

•	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.

	Continue to Develop Innovative Products and Services

	Continue to Support New Entrants to the Mobile Ecosystem

	Continue to Pursue Strategic Acquisitions

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	Continue to Focus on Operational Excellence and Efficiency

•	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, 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 products all in support of the evolving needs of our customers.

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	Operations

•	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 and solutions 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. As of December 31, 2013, we had 124 employees dedicated to network provisioning, monitoring and support.

•

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-Exchange Operators, Local Exchange Operators, field engineering, our internal product support and development teams and vendors.

•	Network Services. Designs, develops and supports our SS7 and IP-based Intelligent Network Service offerings. Employees within Network Services work closely with other functional departments and vendors to ensure that we are engineering and monitoring cost effective and reliable network solutions that meet customers’ needs.

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

•	our networks, 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 failures;

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

•	a terrorist attack in the United States 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;

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•	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.

•	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;

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

•	the inability to successfully integrate the services, products 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.

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

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

•	unanticipated issues in integrating technology platforms, logistics, information, communications and other systems;

•	resolving inconsistencies in standards, controls, and compensation structures between MACH’s procedures and policies and our own;

•	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;

•	loss of key customers as we transition existing customers among our retained platforms;

•	operating risks in the acquired business 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 Office of Foreign Assets Control laws and regulations. See “We currently conduct limited business operations and expect to continue such operations in countries targeted by United States and European Union (“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, solutions 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;

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

•	require us to redesign our equipment, services or products, 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 network needs;

•	attract new customers;

•	increase the number of services performed for existing customers; and

•	achieve expected revenue from new customer contracts.

•	requiring 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;

•	increasing our vulnerability to and limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

•	restricting us from making strategic acquisitions or causing us to make non‑strategic divestitures;

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

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

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

•	limiting 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

•	limiting 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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•	was insolvent on the date that it gave the guarantee or became insolvent as a result of giving the guarantee, or

•	was engaged in business or a transaction, or was about to engage in business or a transaction, for which property remaining with the guarantor was an unreasonably small capital, or

•	intended to incur, or believed that it would incur, debts that would be beyond the guarantor’s ability to pay as those debts matured.

•	the sum of its debts, including contingent liabilities, is greater than all its assets, at a fair valuation, or

•	the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature, or

•	it could not pay its debts as they become due.

•	what standard a court would apply in order to determine whether a guarantor was insolvent as of the date it issued the guarantee or whether, regardless of the method of valuation, a court would determine that the guarantor was insolvent on that date; or

•	whether a court would determine that the payments under the guarantee constituted fraudulent transfers or conveyances on other grounds.

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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: MACH acquisition completed in June 2013, the Merger in January 2011 and the VeriSign (“VM3”) acquisition completed in October 2009.

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

(3)	Restructuring and employee termination benefits is comprised primarily of severance benefits associated with our cost rationalization initiatives, which were implemented as follows:

•	In December 2013, as part of our continued integration of MACH into our operations, we implemented a restructuring plan to eliminate redundant positions. As a result of this plan, we incurred severance related costs of $1.5 million.

•	In September 2013, we implemented a restructuring plan primarily to eliminate redundant positions as part of the MACH integration. As a result of this plan, we incurred severance related costs of $1.3 million.

•	In June 2013, we implemented a restructuring plan primarily to allocate proper resources to key positions within the company. As a result of this plan, we incurred severance related costs of $2.3 million.

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•	In March 2013, we implemented a restructuring plan primarily to realign certain senior management functions. As a result of this plan, we incurred severance related costs of $0.9 million.

•	In December 2012, we implemented a restructuring plan primarily to align certain functions and address our cost structure in the messaging business. As a result of this plan, we incurred severance related costs of $1.9 million.

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In December 2011, we implemented a restructuring plan primarily to regionalize our customer support workforce for better alignment with our customers’ needs. As a result of this plan, we incurred severance related costs of $3.5 million in 2011 and an additional $0.6 million in 2012 for supplemental charges, of which $0.4 million was due to contract termination charges related to the exit of a leased facility and $0.2 million related to certain employee terminations.

•	In June 2011, we implemented a restructuring plan primarily to realign certain sales management positions. As a result of this plan, we incurred severance related costs of $1.3 million. In addition, effective July 1, 2011, our former Chief Executive Officer and President retired from the Company. In conjunction with his retirement, we incurred employee termination benefits of $1.1 million.

•	In December 2010, we completed a restructuring plan primarily to realign certain senior management functions. As a result of this plan, we incurred severance related costs of $2.0 million in 2010 and an additional $0.3 million in 2011 for supplemental charges related to certain employee terminations.

•	In December 2009, we completed a restructuring plan to reduce our workforce in Asia Pacific to better align our operating costs to the economic environment and eliminated certain redundant positions in Europe and North America. As a result of this plan, we incurred severance related costs of $2.6 million.

(4)	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.

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

•	Process, clear and exchange end-user billing records between MNOs.

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

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

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•	Manage the routing and delivery of SMS, MMS and next generation messaging.

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

•	Provide business intelligence and real-time policy management applications to optimize performance and enhance the end-user experience.

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

•	Connect enterprises to the mobile ecosystem for enhanced customer and employee engagement.

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

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

•	Provide solutions to enable MNOs to proactively resolve challenges across their networks and service delivery environments.

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•	Cost of operations includes data processing costs, network costs, revenue share service provider arrangements, message termination fees, facilities costs, hardware costs, licensing fees, personnel costs associated with service implementation, training and customer care and off-network database query charges.

•	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 including our Signaling System 7 (“SS7”) network, computer equipment, infrastructure facilities related to information management, capitalized software and other intangible assets recorded as a result of purchase accounting.

•	Restructuring and employee termination benefits represents termination costs including severance, benefits and other employee related costs as well as contract termination costs.

•	Acquisition and Merger expenses include professional services costs, such as legal, tax, audit and transaction advisory costs related to the Acquisition on June 28, 2013 and the Merger on January 13, 2011.

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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;

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•	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 restructuring and employee termination benefits expense which is comprised primarily of severance benefits associated with our cost rationalization initiatives and contract termination costs associated with the exit of a leased facility.

(b)	Reflects non-cash expenses related to equity compensation awards. The acceleration of the Predecessor equity compensation awards is included within Acquisition and Merger expenses (see (c) below). See Note 4 to our audited consolidated financial statements for additional details regarding the Merger.

(c)	Reflects items associated with the acquisition of MACH on June 28, 2013 and the Merger on January 13, 2011 including professional services costs, such as legal, tax, audit, transaction advisory costs, investment banker fees and accelerated stock-based compensation expense.

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

(e)	Reflects management fees paid to Carlyle and related expenses.

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(f)	A reconciliation of net cash provided by operating activities, the closest GAAP measure, to Free Cash Flow is presented in the following table:

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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 property and equipment operating lease payments based on contractual rates. Certain of these obligations represent fees that we would incur if we were to cancel or terminate the underlying lease agreement.

(3)	Reflects purchase and contractual obligations for equipment and services. Certain of these obligations represent fees that we would incur if we were to cancel or terminate the underlying purchase agreement.

(4)	Reflects capital lease obligations for certain of our software 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 16 to our audited 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.

	Oversight of Compensation Program

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	Determining Executive Compensation

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	Executive Compensation Programs

•	base salary;

•	annual incentive compensation; 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.

•	group life insurance, death and disability benefits;

•	Company subsidized lunch vouchers; and

•	Luxembourg State Pension Scheme, pursuant to which the Company contributes 8% of base salary up to a monthly €10,000 cap.

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(1)	Mr. Brøgger joined Syniverse in June 2013. Compensation for services to MACH prior to its acquisition by the Company is not included in this table.

(2)	Mr. Lewis joined Syniverse in June 2013.

(3)	Mr. DiFonzo was promoted to Chief Technology Officer in August 2013.

(4)	This amount was converted to U.S. dollars based on the Euro to U.S. Dollar exchange rate on the date paid.

(5)	Reflects special bonus paid to significant contributors in completing the MACH acquisition.

(6)	Includes Retention Bonus related to the MACH acquisition paid in December 2013. Does not include MACH closing bonuses of $1,134,813 related to the MACH acquisition. These amounts were converted to U.S. dollars based on the Euro to U.S. Dollar exchange rate on the date paid.

(7)	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. The assumptions used in the calculation of the grant date fair values of the option awards are included in Note 13 to our audited consolidated financial statements.

(8)

Reflects the annual non-equity incentive bonuses earned during the applicable year. Bonus amount for Mr. Brøgger for 2013 includes the MACH bonus payout scheme for the first six months of 2013 prior to the acquisition, which will be paid in 2014 together with his bonus payment for the second half of 2013 under our annual incentive plan. The amount for Mr. Brøgger was converted to U.S. dollars based on the Euro to U.S. Dollar exchange rate as of December 31, 2013.

(9)	Reflects for 2013 the 401(k) Core and Company Match contributions of $12,750 for Messrs. Gordon, Hitchcock, and DiFonzo, the 401(k) Core and Company Match contributions of $8,000 for Mr. Lewis and the incremental premium cost for enhanced long-term disability benefits of $115 for Mr. Gordon, $97 for Mr. Hitchcock, $44 for Mr. Lewis and $54 for Mr. DiFonzo.

(10)	Reflects the car allowance of $7,656, fuel card of $1,100, home internet reimbursement of $544, private phone reimbursement of $56 paid to Mr. Brøgger. Also includes incremental premium cost for enhanced death benefits of $155. These amounts were converted to U.S. dollars based on the Euro to U.S. Dollar exchange rate on the date paid.

(11)	The following table reflects the items that are included in the All Other Compensation column for 2011.

(a)	Reflects the value of the acceleration of vesting of stock awards in connection with the Merger, calculated based on the number of unvested stock awards outstanding on January 13, 2011, the closing date of the Merger, multiplied by $31.00, the per share merger consideration.

(b)	Reflects the value of the acceleration of vesting of option awards in connection with the Merger, calculated based on the number of unvested option awards outstanding on January 13, 2011, the closing date of the Merger, multiplied by the difference between $31.00, the per share merger consideration, and the applicable exercise price of the option award.

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(1)

Represents potential threshold, target and maximum payout opportunities under the annual incentive plan excluding strategic initiative multipliers of between 80% and 120%. If the 80% multiplier is applied, the threshold payment would be $270,000, $126,000, $70,845, $45,304 and $71,382 for Messrs. Gordon, Hitchcock, Brøgger, Lewis and DiFonzo, respectively. If the 120% multiplier is applied, the maximum payout would be $1,215,000, $567,000, $318,801, $203,868 and $321,218 for Messrs. Gordon, Hitchcock, Brøgger, Lewis and DiFonzo, respectively. Actual amounts earned under the annual incentive plan are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation table. For Messrs. Brøgger and Lewis amounts have been prorated over the number of months of service provided to Syniverse during 2013. For Mr. DiFonzo, the target percentage is a pro rata percentage amount to reflect the increase in target percentage amounts during 2013. Amounts above for Mr. Brøgger exclude bonus payment of $37,282 payable under the MACH bonus payout scheme based on MACH performance for the first six months of 2013 (converted to U.S. dollars based on the exchange rate on December 31, 2013).

(2)	Reflects option awards with performance-based vesting requirements.

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

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

(5)	The exercise price is the fair market value of our common stock on the grant date.

(6)	Reflects the grant date fair value of the option awards, determined in accordance with applicable share-based compensation accounting guidance. The assumptions used in the calculation of the grant date fair values of the option awards are included in Note 13 to our audited consolidated financial statements.

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(1)	100,000 options vest on each of December 31, 2014 and December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(2)	60,000 options vest on each of December 31, 2014 and December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(3)	45,000 options vest on each of December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017 provided that the executive remains in continuous service on each applicable vesting date.

(4)	52,962 options vest on each of December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017, provided that the executive remains in continuous service on each applicable vesting date.

(5)	20,000 options vest on each of December 31, 2014 and December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(6)	15,000 options vest on each of December 31, 2014 and December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(7)	7,500 options vest on each of December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017, provided that the executive remains in continuous service on each applicable vesting date.

(8)

The options will become vested and exercisable in three equal and cumulative installments, 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-third of the options will become vested and exercisable on a date on or within 90 days following December 31 of each calendar year 2013 through 2015 if, as of such date, the Compensation Committee has determined that the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year; and (ii) if the EBITDA as of the end of any calendar year 2013 through 2015 is less than the applicable EBITDA Target with respect to such year, that portion of the options that was subject to vesting and exercisability pursuant to (i) above with respect to such year will become vested and exercisable on a date on or within 90 days following the first December 31 thereafter if, as of such date, the Compensation Committee has determined that (A) the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year and (B) the Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target through such December 31.

(9)

The options will become vested and exercisable in five equal and cumulative installments, 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 of each calendar year 2013 through 2017 if, as of such date, the Compensation Committee has determined that the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year; and (ii) if the EBITDA as of the end of any calendar year 2013 through 2017 is less than the applicable EBITDA Target with respect to such year, that portion of the options that was subject to vesting and exercisability pursuant to (i) above with respect to such year will become vested and exercisable on a date on or within 90 days following the first December 31 thereafter if, as of such date, the Compensation Committee has determined that (A) the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target

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(10)	5,747 shares vest on each of August 16, 2014, August 16, 2015 and August 16, 2016, provided that the executive remains in continued service through each applicable vesting date.

(11)	Based on fair market value of stock of $14.50 as of December 31, 2013.

•	if the date of termination occurs during the period beginning on December 31, 2013 and ending on December 30, 2014, 90% of the time-vesting option (67.5% of the option) will automatically become vested and exercisable; and

•	if the date of termination occurs during the period beginning on December 31, 2014 and ending on December 30, 2015, 100% of the time-vesting option (75% of the option) will automatically become vested and exercisable.

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(1)	Reflects the executive’s base salary as of December 31, 2013 which amount would be payable in installments over one year.

(2)	Reflects 100% of the executive’s 2013 target bonus as of December 31, 2013, 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.

(4)

Pursuant to the executive’s employment agreements, if the executive’s date of termination occurs during the period beginning on December 31, 2013 and ending on December 30, 2014, 90% of the time-vesting options (67.5% of the options) granted on April 6, 2011 and July 1, 2011, will automatically become vested and exercisable. In addition, upon the occurrence of a change in control, all of the executives’ stock options automatically become vested and exercisable.

(5)	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 automatically become vested and exercisable.

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(6)	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, 2013 ($14.50) and the exercise price of the unvested option.

(7)

Represents the portion of the executive’s long-term disability benefits that exceeds the percentage of salary payable to all U.S. employees. These benefits are fully insured and are payable only upon a termination of employment meeting the requirements for disability under our long-term disability plan. Payment amounts assume disability for each executive begins December 31, 2013 and LTD payments are made until they reach age 65.

(8)	Represents the portion of the executive’s death benefit that exceeds the percentage of salary payable to all MACH employees. These benefits are fully insured and are payable only upon the death of the executive. The amount was converted to U.S. dollars based on the Euro to U.S. Dollar exchange rate as of December 31, 2013.

(9)	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, and also includes a termination of employment meeting the requirements for disability under our long-term disability plan.

(1)	As of December 31, 2013, the Directors held the number of outstanding option awards listed below:

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(2)	Reflects consulting fees paid to Mr. Holcombe pursuant to the terms of his consulting agreement with the Company. The agreement was terminated March 31, 2013.

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.

(2)	Mr. Gordon also serves as a director of the Company. Includes 20,000 shares owned and 586,667 vested options.

(3)	Includes 45,000 vested options.

(4)	Includes 62,500 vested options.

(5)	Includes 440,000 vested options and 17,241 shares of restricted common stock.

(6)	Includes 52,962 vested options.

(7)	Includes 50,000 shares owned and 30,000 vested options.

(8)	Includes 100,000 shares owned, 12,000 vested options and 6,000 options that will vest within 60 days of February 28, 2014.

(9)	Includes 10,000 shares owned, 12,000 vested options and 6,000 options that will vest within 60 days of February 28, 2014.

(10)	Includes 20,409 shares owned, 12,000 vested options and 6,000 options that will vest within 60 days of February 28, 2014.

(11)	Includes 265,409 shares owned, 2,059,795 vested options, 51,723 shares of restricted common stock and 18,000 options that will vest within 60 days of February 28, 2014.

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(1)	2011 Equity Incentive Plan of Buccaneer Holdings, Inc. (“2011 Plan”).

(2)	Reflects options outstanding under the 2011 Plan as of December 31, 2013.

(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 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 the independent registered certified public accountants subscription-based research service in 2013 and 2012.

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ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(1)	Foreign currency translation adjustments are shown net of tax expense of $523 and $387 for the years ended December 31, 2013 and 2012, respectively, and net of tax benefit of $98 and $0 for the periods January 13, 2011 through December 31, 2011 and January 1, 2011 through January 12, 2011, respectively.

(2)	Actuarial loss on defined benefit pension plan is shown net of tax benefit of $200 and $521 for the years ended December 31, 2013 and 2012, respectively, and net of tax benefit of $193 and $0 for the periods January 13, 2011 through December 31, 2011 and January 1, 2011 through January 12, 2011, respectively.

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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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(1)	Accumulated other comprehensive income as of December 31, 2013 included an actuarial loss of $0.2 million which we expect to recognize as a component of net benefit cost in 2014.

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•	investment funds affiliated with Carlyle and certain co-investors capitalized Holdings with an aggregate equity contribution of $1.2 billion;

•

Merger Sub, a wholly owned subsidiary of Holdings formed solely for the purpose of completing the Merger, issued $475.0 million aggregate principal amount of 9.125% senior unsecured notes due 2019 (the "Senior Notes") and entered into senior secured credit facilities (our “Old Senior Credit Facility”) consisting of (1) a senior secured term loan facility of $1.0 billion, which was issued with an original issue discount of $10.3 million and (2) a senior secured revolving credit facility with commitments of $150.0 million;

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•	the merger of Merger Sub with and into Syniverse, Inc. with Syniverse, Inc. surviving such merger, became effective;

•

at the effective time of the Merger, each share of Syniverse, Inc.’s common stock issued and outstanding, including any shares to be issued upon the automatic exercise of any options outstanding under our 2006 Employee Stock Purchase Plan, immediately prior to the effective time of the Merger were automatically canceled and converted into the right to receive $31.00 per share in cash, without interest, less applicable withholding tax;

•	at the effective time of the Merger, each outstanding and unexercised option to purchase shares of Syniverse, Inc.’s common stock, whether or not then vested, were canceled and entitled the holder thereof to receive a cash amount equal to the excess, if any, of $31.00 over the per-share exercise price of such option, without interest, less applicable withholding tax;

•	at the effective time of the Merger, each outstanding restricted stock award granted under Syniverse, Inc.’s equity plan became fully vested and the holder thereof was entitled to receive $31.00 per share in cash, without interest, less applicable withholding tax;

•	the Company’s then existing 7.75% senior subordinated notes due 2013 were satisfied and discharged and certain indebtedness of the Company’s was repaid, including its existing credit facilities;

•	approximately $158.3 million of fees and expenses were incurred related to the foregoing, which included $4.3 million of costs recorded in the fourth quarter of 2010, capitalized financing costs of $56.0 million, interest costs of $10.2 million relating to the existing debt repayment and discharge and an unused bridge loan financing cost; and

•

at the effective time of the Merger, the Company entered into a consulting agreement with Carlyle, a related party, for advisory, consulting and other services which are provided to us and our subsidiaries. For the period from January 13, 2011 through December 31, 2011, we recorded $2.9 million associated with the annual consulting fee within general and administrative expenses. During the same period, we paid to Carlyle a one-time transaction fee and related expenses associated with the Transactions, of which $20.5 million was recorded in Merger expenses and $11.0 million was included in the capitalized financing costs noted above.

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•	the weighted-average fair value per share of stock options granted to employees was $7.06, $6.06 and $5.66, respectively;

•	the total intrinsic value of stock options exercised was $0.9 million, $0.1 million and $0, respectively; and

•	the total fair value of stock options that vested during the period was $10.4 million, $9.1 million and $6.2 million, respectively.

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(1)	Recognition of additional valuation allowances.

(2)	Reduction related to partial reversal of valuation allowance.

(3)	Adjustments related to the Acquisition

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(1)	Incorporated by reference from to the Registrants’ Registration Statement on Form S-4 (Registration No. 333-176382) filed by the Company 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 January 10, 2006.

(3)	Incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed by Syniverse Holdings, Inc. on February 27, 2009 .

(4)	Incorporated by reference to the Current Report on Form 8-K filed by the Company on April 26, 2012.

(5)	Incorporated by reference from the Quarterly Report on Form 10-Q filed by Syniverse Holdings, Inc. on August 8, 2012.

(6)	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.

(7)	Incorporated by reference from the Quarterly Report on Form 10-Q filed by Syniverse Holdings, Inc. on August 14, 2013.

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

*	Filed herewith

**	Furnished herewith

***

Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed part of a registration statement, prospectus or other document filed under Sections 11 or 12 of the Securities Act, except as shall be expressly set forth by specific reference in such filings, and otherwise subject to liability under these sections.

#	Management contract or compensatory plan or arrangement