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 (defined below) and Aicent (defined below) acquisitions;

•	our ability to adapt quickly to technological change;

•	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 build-outs by, customers could cause us to lose transaction volume and affect pricing;

•	the reduction of services by existing customers;

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

•	the success of our international expansion is uncertain, including our ability to receive or retain the required licenses or authorizations;

•	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; and

•	the significant influence Carlyle (defined below) has over corporate decisions.

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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.

•	Enable real-time policy management for improved end-user experience.

•	Provide business intelligence tools to MNOs for fraud control.

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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.

•	Provide mobile campaign management services that enable enterprises to optimize their mobile communications strategies through the delivery of customized offers and information to end-users.

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

•	Provide data collection and analysis services 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 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.

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•	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.

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

•	Platform integration into and trusted deep relationships with over 1,000 MNOs and 575 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.

•	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.

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

•	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 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 and utility failures;

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

•	a terrorist attack in the United States (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.

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

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

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

•	resolving inconsistencies in standards, controls, and compensation structures between MACH’s and Aicent’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 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 U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) laws and regulations. See “We currently conduct limited business operations and expect to continue such operations in countries targeted by U.S. and European Union (“E.U.”) economic sanctions”;

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•	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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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. During the year ended December 31, 2014, interest and other payments on our indebtedness totaled $111.3 million, which accounted for approximately 66.3% of net cash provided by operating activities. Based on our outstanding indebtedness at December 31, 2014, we expect to incur annual interest expense of $108.9 million in 2015 and $109.2 million in 2016, which is approximately 64.8% and 65.0%, respectively, of our fiscal 2014 net cash provided by operating activities. We currently are not required to

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•	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 New 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.

•	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;

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•	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 non-retirement post-employment benefit costs including severance, benefits and other employee related costs that are unrelated to a restructuring plan. See Note 14 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 associated with the exit of leased facilities. See Note 14 to our consolidated financial statements for additional information regarding Restructuring.

(5)	The year ended December 31, 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.

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(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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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.

•	Enable real-time policy management for improved end-user experience.

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•	Provide business intelligence tools to MNOs for fraud control.

•	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.

•	Provide mobile campaign management services that enable enterprises to optimize their mobile communications strategies through the delivery of customized offers and information to end-users.

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

•	Provide data collection and analysis services 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 build-out 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 ongoing integration of the MACH and Aicent businesses;

•	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

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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.

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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 costs associated with service implementation, training and customer care and off-network database query charges. Variable costs are paid to third party providers and are direct costs that fluctuate either as a percentage of revenue or by the number of transactions processed.

•	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 and identifiable intangibles 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.

•	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 associated with the exit of leased facilities.

•	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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•	increased net income adjusted for non-cash items of $3.4 million, primarily due to lower expenditures related to our Acquisitions and an increase in revenue, partially offset by an increase in operating costs; and

•	increased cash provided by working capital of $3.2 million due primarily to the timing of performance-based compensation payments and lower interest payments, partially offset by timing of payments to vendors and higher income tax payments.

•	cash used for acquisitions decreased $338.1 million due to the use of $628.2 million in the prior year period to fund the MACH Acquisition compared to the use of $290.0 million in 2014 to fund the Aicent Acquisition; and

•	the redemption of a $3.7 million certificate of deposit during the year ended December 31, 2014 that was purchased in the prior year period.

•	increased capital expenditures of $17.8 million, primarily driven by $15.7 million of capital spend related to integration activities; and

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•	proceeds of $0.7 million from the sale of the Divestment Business during the year ended December 31, 2014, compared to proceeds of $10.8 million during the year ended December 31, 2013.

•	net proceeds from long-term debt of $1,608.3 million received in the prior year period related to the Initial Term Loans and Tranche B Term Loans, compared to a draw down of $100.0 million on the Revolving Credit Facility in 2014;

•	increased distribution to our parent of $1.3 million;

•	the purchase of our redeemable noncontrolling interest of $0.5 million; and

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

•	decreased principal payments on our long-term debt of $876.6 million resulting from the partial principal pre-payment on our Term Loan Facilities and refinancing of our Initial Term Loans in the prior year period, partially offset by a $90.0 million payment on our Revolving Credit Facility in 2014; and

•	debt issuance costs of $26.9 million paid in the prior year period related to deferred financing costs associated with our Tranche B Term Loans and debt modification costs associated with the refinancing of our Initial Term Loans.

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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.

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(a)	Reflects employee termination benefits expense which is comprised primarily of severance benefits associated with our cost rationalization initiatives.

(b)	Reflects restructuring expense which is comprised primarily of contract termination costs associated with the exit of leased facilities.

(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 expenses, such as incremental contractor, travel and marketing costs and 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 New 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 software licenses and computer equipment.

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

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(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 15 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; 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

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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. Gray became our Interim President and Chief Executive Officer on August 26, 2014, and our permanent President and Chief Executive Officer on February 25, 2015.

(2)	Mr. McRae became our Chief Information Officer in September 2014. He was not a named executive officer in 2013 or 2012.

(3)	Mr. DiFonzo was promoted to Chief Technology Officer in August 2013. He was not a named executive officer in 2012.

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(4)	Mr. Gordon separated from the Company in August 2014.

(5)	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. He separated from the Company in August 2014.

(6)	Mr. Hatfield separated from the Company on January 3, 2014.

(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 12 to our consolidated financial statements. The grant date fair value of the performance-based option awards granted in 2013 to Messrs. DiFonzo and Brøgger and in 2012 to Mr. Hatfield is computed based upon the probable outcome of the applicable performance conditions as of the date of grant, which was assumed at target performance. The following is the grant date fair value of the performance-based option awards granted during 2013 and 2012 assuming that the highest level of performance conditions was achieved: Mr. DiFonzo and Mr. Brøgger, $7.18 and Mr. Hatfield, $5.92.

(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 was 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)

The amounts for 2014 reflect the 401(k) Core contribution of $2,677 for Mr. Gray, the 401(k) Core and Company Match contributions of $13,000 for Messrs. Gordon, Hitchcock, de Cárdenas and DiFonzo, $12,848 for Mr. McRae and $769 for Mr. Hatfield. For Mr. Gordon, the amounts for 2014 also include the following amounts paid or payable in connection with his separation from the Company: a paid-time off payment of $15,603; severance of $220,000; and target bonus of $715,000. For Mr. Hatfield, the amounts for 2014 also include the following amounts paid or payable in connection with his separation from the Company: a paid-time off payment of $43,281 and severance of $384,615. For Mr. Brøgger, the amounts for 2014 also include a car allowance of $10,150, severance of $75,858 and a payment in consideration of a noncompete of $37,927. These amounts were converted to U.S. dollars based on the Euro to U.S. Dollar exchange rate on the date paid.

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

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

(12)	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.

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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 $278,400, $147,200, $147,200, $79,200, $79,200, $286,000, $127,442 and $112,000 for Messrs. Gray, Hitchcock, de Cárdenas, McRae, DiFonzo, Gordon, Brøgger and Hatfield, respectively. If the 120% multiplier is applied, the maximum payout would be $1,252,800, $662,400, $662,400, $356,400, $356,400, $1,287,000, $573,487 and $504,000 for Messrs. Gray, Hitchcock, de Cárdenas, McRae, DiFonzo, Gordon, Brøgger and Hatfield, respectively. 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 exercise price is the fair market value of Syniverse Corporation’s common stock on the grant date.

(5)	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 12 to our consolidated financial statements.

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(1)	175,000 options vest on December 12, 2015 and December 12, 2016, provided that the executive remains in continuous service on each applicable vesting date.

(2)	100,000 options vest on December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(3)	20,000 options vest on December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(4)	10,000 options vest on each of December 31, 2015, December 31, 2016 and December 31, 2017, provided that the executive remains in continuous service on each applicable vesting date.

(5)	15,000 options vest on each of December 31, 2015, provided that the executive remains in continuous service on each applicable vesting date.

(6)	7,500 options vest on each of December 31, 2015, December 31, 2016 and December 31, 2017, provided that the executive remains in continuous service on each applicable vesting date.

(7)

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-third of the options will become vested and exercisable on a date on or within 90 days following December 31, 2015 if, as of such date, the Compensation Committee has determined that the EBITDA as of December 31, 2015 equals or exceeds the applicable EBITDA Target for such year; and (ii) an installment consisting of two-thirds of the options will become vested and exercisable on a date on or within 90 days following December 31, 2015 if, as of such date, the Compensation Committee has determined that (A) the EBITDA as of December 31, 2015 equals or exceeds the applicable EBITDA Target for 2015 and (B) the Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target through December 31, 2015.

(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. 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 2015 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. In addition if the EBITDA as of the end of any calendar year 2015 through 2017 equals or

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(9)	5,747 shares vest on each of August 16, 2015 and August 16, 2016, provided that the executive remains in continued service through each applicable vesting date.

(10)	Based on fair market value of Syniverse Corporation common stock of $11.25 as of December 31, 2014.

(11)	5,747 shares vest on each of September 12, 2015, September 12, 2016 and September 12, 2017, provided that the executive remains in continued service through each applicable vesting date.

•	if the date of termination occurs during the period beginning on May 1, 2014 and ending on December 30, 2015, 67% of the restricted stock will automatically become vested;

•	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 will automatically become vested; and

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

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(1)	Mr. Gray was not entitled to any severance benefits as of December 31, 2014.

(2)	Reflects the executive’s base salary as of December 31, 2014 which amount would be payable in installments over one year.

(3)	Reflects 100% of the executive’s 2014 target bonus as of December 31, 2014, payable at such time as the bonus would have been paid absent the executive’s termination of employment.

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

(5)

Pursuant to Mr. Hitchcock’s employment agreement, if his date of termination occurs during the period beginning on December 31, 2014 and ending on December 30, 2015, 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 May 1, 2014 and ending on December 30, 2015, 67% of the restricted stock will automatically become vested.

(6)

Pursuant to the executive’s employment agreement, if the executive’s date of termination occurs during the period beginning on December 31, 2014 and ending on December 30, 2015, 100% of the time-vesting options (75% 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.

(7)	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.

(8)	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, 2014 ($11.25) and the exercise price of the unvested option. Excludes any

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(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.

(10)	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.

•	if the date of termination occurs during the period beginning on February 25, 2015 and ending on February 25, 2016, 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, 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, 100% of the RSUs will automatically become vested; and

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

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

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

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

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

•	if the date of termination occurs during the 180-day period prior to a change in control of the Company, 100% of the option will automatically become vested.

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(1)	As of December 31, 2014, 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, 18,000 vested options and 6,000 options that will vest within 60 days of February 28, 2015.

(3)	Includes 560,000 vested options and 17,241 shares of restricted common stock.

(4)	Includes 10,000 shares owned, 560,000 vested options and 17,241 shares of restricted common stock.

(5)	Includes 10,000 shares owned and 113,333 vested options.

(6)	Includes 85,000 vested options.

(7)	Includes 874,667 vested options.

(8)	Includes 45,000 vested options.

(9)	Includes 50,000 shares owned and 40,000 vested options.

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(10)	Includes 100,000 shares owned, 18,000 vested options and 6,000 options that will vest within 60 days of February 28, 2015.

(11)	Includes 20,409 shares owned, 18,000 vested options and 6,000 options that will vest within 60 days of February 28, 2015.

(12)	Includes 255,409 shares owned, 2,904,590 vested options, 68,964 shares of restricted common stock and 18,000 options that will vest within 60 days of February 28, 2015.

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

(2)	Reflects options outstanding under the 2011 Plan as of December 31, 2014.

(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 2014 and 2013.

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ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(1)	Foreign currency translation adjustments are shown net of income tax (benefit) expense of $(496), $523 and $387 for the years ended December 31, 2014, 2013 and 2012, respectively.

(2)	Amortization of unrecognized loss included in net periodic pension cost is shown net of income tax benefit of $948, $200 and $521 for the years ended December 31, 2014, 2013 and 2012, 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, 2014 included an actuarial loss of $0.3 million which we expect to recognize as a component of net periodic pension cost in 2015.

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•	the weighted-average fair value per share of stock options granted to employees was $6.73, $7.06 and $6.06, respectively;

•	the total intrinsic value of stock options exercised was $1.8 million, $0.9 million and $0.1 million, respectively; and

•	the total fair value of stock options that vested during the period was $8.2 million, $10.4 million and $9.1 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 MACH Acquisition

(4)	Adjustments related to the Aicent Acquisition

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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 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 from the Current Report on Form 8-K filed by Syniverse Holdings, Inc. 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.

(9)	Incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by Syniverse Holdings, Inc. on March 25, 2014.

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

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

(12)	Incorporated by reference from the Current Report on Form 8-K filed by Syniverse Holdings, Inc. on August 26, 2014.

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

*	Filed herewith

**	Furnished herewith

#	Management contract or compensatory plan or arrangement