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;

•	security breaches which could result in significant liabilities;

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

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

•	our newly offered services may not perform as anticipated;

•	the loss of any of our significant customers;

•	the failure to achieve or sustain desired pricing levels;

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

•	the reduction of services by existing customers;

•	increased competition;

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

•	the success of our international expansion is uncertain;

•	our ability to attract and retain key personnel;

•	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;

•	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 indebtedness;

•	the effects of our substantial indebtedness and the limitations contained in the agreements governing such indebtedness;

•	the significant influence Carlyle has over corporate decisions;

•	fluctuation in currency exchange rates;

•	our compliance with international tax laws; and

•	impairment of our intangible assets or goodwill.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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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 approximately 1,000 MNOs and 500 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 its life cycle as well as managing costs and pricing. These responsibilities include developing strategic product and market plans, specifying product requirements, planning development resources and managing product launches.

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

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

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

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

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

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

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

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

•	our connections and outsourced service arrangements with third parties.

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

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

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

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

•	computer viruses or software defects;

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

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

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

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

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

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

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

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

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

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

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

•	unforeseen integration difficulties that may cause service disruptions.

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

•	fluctuations in currency exchange rates;

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

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

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

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

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

•	unexpected changes in regulatory requirements;

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

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

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

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•	adequately fund our operations;

•	enhance and expand the range of services we offer;

•	maintain and expand our network;

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

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

•	hire, train and retain key employees; or

•	respond to unanticipated capital requirements.

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•	be expensive and time-consuming to defend;

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

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

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

•	divert management’s attention and resources; and

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

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

•	attract new customers;

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

•	achieve expected revenue from new customer contracts.

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•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, research and development efforts and other purposes. During the year ended December 31, 2016, interest and other payments on our indebtedness totaled $108.9 million, which accounted for approximately 44.5% of net cash provided by operating activities excluding interest payments. Based on our outstanding indebtedness at December 31, 2016, after giving effect to the Exchange Offer, we expect to incur annual interest expense of $107.1 million in 2017 and $106.9 million in 2018, which is approximately 43.7% and 43.6%, respectively, of our fiscal 2016 net cash provided by operating activities excluding interest payments. We currently expect to make a principal payment of approximately $1.9 million in March 2017, as required pursuant to the excess cash flow provision of our Senior Credit Facility (as defined below). We are not required to make any other principal payments on our indebtedness until 2018, however we may do so at our election;

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

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

•	expose us to the risk of increased interest rates as borrowings under the Senior Credit Facility 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;

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•	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, including SFHC’s ability to pay dividends or make distributions to Syniverse Holdings, Inc. or its subsidiaries;

•	sell assets, including capital stock of restricted subsidiaries;

•	agree to payment restrictions affecting our restricted subsidiaries;

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

•	enter into transactions with our affiliates;

•	incur liens; and

•	designate any of our subsidiaries as unrestricted subsidiaries.

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

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

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

(3)	Employee termination benefits represents costs related to severance and other employee related costs that are unrelated to a restructuring plan. See Note 11 to our consolidated financial statements for additional information regarding Employee termination benefits.

(4)	Restructuring represents costs related to certain exit activities such as involuntary termination costs and contract termination costs. See Note 11 to our consolidated financial statements for additional information regarding Restructuring.

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

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

(7)	The year ended December 31, 2016 reflects a gain related to a one-time transfer of certain data center equipment from a vendor to Syniverse at no cost.

(8)	The years ended December 31, 2014, 2013 and 2012 reflect a reclassification of Interest income into the Interest expense, net line item in our consolidated statements of operations to conform to the current year presentation. The reclassification had no effect on our reported results of operations.

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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the abolition of retail roaming charges beginning June 15, 2017 in the E.U. as a result of actions taken by the European Commission will 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, capitalized software and identifiable intangibles including our SS7 network, computer equipment, infrastructure facilities related to information management and other identifiable intangible assets recorded as a result of purchase accounting.

•	Employee termination benefits represents costs related to severance and other employee related costs that are unrelated to a restructuring plan.

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

•	Acquisition includes professional services costs, such as legal, tax, audit and transaction advisory costs related to the Aicent Acquisition.

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•	decreased net income adjusted for non-cash items of $36.5 million primarily due to lower operating income as compared to the same period in 2015.

•	increased cash provided by working capital of $10.8 million primarily due to a decrease in accounts receivable and other accruals, partially offset by an increase in the payment of annual performance-based compensation and timing of payments to vendors.

•	cash used for our investment in Vibes of $40.5 million; and

•	a decrease in proceeds from divestitures of $2.2 million.

•	decreased capital expenditures of $5.3 million primarily due to reduction in investments in integration activities, partially offset by an increase in infrastructure investments primarily related to modernizing our network and our data center migration.

•	increase in debt repayments of $26.2 million during 2016 as compared to 2015;

•	increased payments on capital lease obligations of $6.7 million in 2016 as compared to 2015; and

•	distributions to Syniverse Corporation of $6.5 million in 2016 due to share repurchases in connection with share-based compensation as compared to contributions from Syniverse Corporation of $0.8 million in 2015.

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

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

•	does not reflect cash outlays for future contractual commitments;

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

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

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

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

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

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

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(e)	Reflects a one-time transfer of certain data center equipment to Syniverse at no cost.

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

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

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

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

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

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

(1)	Based on an assumed interest rate on the Senior Credit Facility of 4.04% based on the current Eurodollar rate loan option and the 9.125% interest rate on the Senior Notes.

(2)	On January 11, 2017, pursuant to the Exchange Offer, SFHC issued $369.5 million of SFHC Notes that will mature on January 15, 2022 and a like amount of Syniverse Notes that would have matured on January 15, 2019 were cancelled.

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

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

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

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

(7)	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 12 to our consolidated financial statements for additional information regarding the liabilities for uncertain tax positions.

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

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•	to attract and retain the best possible executive talent;

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

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

•	performance against corporate objectives for the year;

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

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

•	relevant market data for comparable positions in comparable companies.

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•	base salary;

•	annual incentive compensation;

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

•	long-term equity incentive compensation.

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

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•	a 401(k) plan, pursuant to which participants received a 2% core contribution and a 3% company match assuming they contribute at least 4% to the plan, up to the federal limit, for the period from January to May 2016 and a 5% company match assuming they contribute at least 8% to the plan, up to the federal limit, for the period from June to December 2016;

•	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 one times annual base salary, up to a maximum of $1,000,000, as well as short-term disability coverage at no cost to the employee.

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

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

(3)	Mr. Moss became our President, Service Provider Group and Global Strategy on June 20, 2016, and our Executive Vice President and Chief Operating Officer on January 13, 2017.

(4)	Mr. Ratner became our President, Enterprise Solutions on January 21, 2016, and our Executive Vice President and Chief Product Officer on January 13, 2017.

(5)	Mr. White became our Group Vice President Global Sales on August 22, 2016.

(6)	For Mr. Gray, reflects his signing bonus of $1,300,000. For Mr. Reich, reflects his relocation bonus of $160,000. For Mr. Moss, reflects his relocation bonus of $150,000. For Mr. White, reflects his signing bonus of $80,000.

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(7)

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

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

(9)

The amounts for 2016 reflect the 401(k) Core and Company Match contributions for Messrs. Gray, Reich and Ratner and represents 401(k) Company Match for Messrs. Moss and White. In addition, for Mr. Gray All Other Compensation includes $257,253 of aggregate incremental cost for commuter use of the Company’s fractional ownership aircraft. The aggregate incremental cost is calculated based on our estimated variable operating costs, which include the fuel, maintenance, landing fees, trip-related hangar/parking costs and other smaller variable costs.

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

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

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

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

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

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

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(1)	375,000 options vest on each February 25, 2017, February 25, 2018, February 25, 2019, provided that the executive remains in continuous service on each applicable vesting date.

(2)	90,000 options vest on each April 1, 2017, April 1, 2018, April 1, 2019, provided that the executive remains in continuous service on each applicable vesting date.

(3)	125,000 options vest on each June 20, 2017, June 20, 2018, June 20, 2019, June 20, 2020, provided that the executive remains in continuous service on each applicable vesting date.

(4)	90,000 options vest on each March 9, 2017, March 9, 2018, March 9, 2019, March 9, 2020, provided that the executive remains in continuous service on each applicable vesting date.

(5)	62,500 options vest on each of October 4, 2017, October 4, 2018, October 4, 2019, October 4, 2020, provided that the executive remains in continuous service on each applicable vesting date.

(6)	Based on fair market value of Syniverse Corporation common stock of $10.00 as of December 31, 2016.

(7)	245,000 shares vest on February 25, 2017 and 175,000 shares vest on February 25, 2018, provided that the executive remains in continued service through each applicable vesting date.

(8)	31,500 shares vest on April 1, 2017 and 22,500 shares vest on April 1, 2018, provided that the executive remains in continued service through each applicable vesting date.

(9)	15,000 shares vest on May 3, 2018 and November 3, 2019, provided that the executive remains in continued service through the vesting date.

(10)	50,000 shares vest on December 20, 2017 and June 20, 2019, provided that the executive remains in continued service through each applicable vesting date.

(11)	36,000 shares vest on March 9, 2017, 31,500 shares vest on March 9, 2018 and 22,500 shares vest on March 9, 2019, provided that the executive remains in continued service through each applicable vesting date.

(12)	37,500 shares vest on April 4, 2018 and October 4, 2019, provided that the executive remains in continued service through each applicable vesting date.

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

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

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

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

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

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

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

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

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•	if the date of termination occurs during the period beginning on November 2, 2016 and ending on May 2, 2018, 50% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on May 3, 2018 and ending on November 2, 2019, 100% of the RSUs 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 the RSUs will automatically become vested.

•	if the date of termination occurs during the period beginning on June 20, 2016 and ending on June 20, 2017, 25% of the stock option will become vested and exercisable;

•	if the date of termination occurs during the period beginning on June 21, 2017 and ending on June 20, 2018, 50% of the stock option will become vested and exercisable;

•	if the date of termination occurs during the period beginning on June 21, 2018 and ending on June 20, 2019, 75% of the stock option will become vested and exercisable;

•	if the date of termination occurs during the period beginning on June 21, 2019 and ending on June 20, 2020, 100% of the stock option will become vested and exercisable; and

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

•	if the date of termination occurs during the period beginning on June 20, 2016 and ending on December 20, 2017, 50% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on December 21, 2017 and ending on June 20, 2019, 100% of the RSUs 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 the RSUs will automatically become vested.

•	if the date of termination occurs during the period beginning on March 9, 2016 and ending on March 8, 2017, 25% of the stock option will become vested and exercisable and 40% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on March 9, 2017 and ending on March 8, 2018, 50% of the stock option will become vested and exercisable and 75% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on March 9, 2018 and ending on March 8, 2019, 75% of the stock option will become vested and exercisable and 100% of the RSUs will automatically become vested;

•	if the date of termination occurs during the period beginning on March 9, 2019 and ending on March 8, 2020, 100% of the stock option will become vested and exercisable; and

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

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(1)	Reflects the executive’s base salary as of December 31, 2016 which amount would be payable in installments over one year.

(2)	Reflects 100% of the executive’s 2017 target bonus as of December 31, 2016, 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)

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, 2016 ($10.00) and the exercise price of the unvested option. Excludes any unvested stock options having an exercise price that is equal to or greater than the fair market value of our common stock on December 31, 2016 ($10.00). The value of unvested shares of RSUs is based on the fair market value of our common stock on December 31, 2016 ($10.00).

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(5)	Pursuant to Mr. Gray’s employment agreement, if his date of termination occurs during the period beginning on February 26, 2016 and ending on February 25, 2017, 25% of the stock options granted on February 25, 2015 will immediately become vested and exercisable and 35% of the RSUs granted on February 25, 2015 will become automatically vested.

(6)	Pursuant to Mr. Reich’s employment agreement, if his date of termination occurs during the period beginning on April 2, 2016 and ending on April 1, 2017, 25% of the stock options granted on April 1, 2015 will immediately become vested and exercisable and 35% of the RSUs granted on April 1, 2015 will become automatically vested.

(7)	Pursuant to Mr. Reich’s employment agreement, if his date of termination occurs during the period beginning on November 2, 2016 and ending on May 2, 2018, 50% of his RSUs granted on November 2, 2016 will automatically become vested.

(8)

Pursuant to Mr. Moss’ employment agreements, if his date of termination occurs during the period beginning on June 20, 2016 and ending on June 20, 2017, 25% of the stock options granted on April 1, 2015 will immediately become vested and exercisable and if his date of termination occurs during the period beginning on June 20, 2016 and ending on December 20, 2017, 50% of the RSUs granted on June 20, 2016 will become automatically vested.

(9)	Pursuant to Mr. Ratner’s employment agreement, if his date of termination occurs during the period beginning on March 9, 2016 and ending on March 8, 2017, 25% of the stock options granted on March 9, 2016 will immediately become vested and exercisable and 40% of the RSUs granted on March 9, 2016 will become automatically vested.

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

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

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

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

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(1)

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

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

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•	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.

*	Less than 1%

(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

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(2)	Mr. Gray also serves as a director of the Company. Includes 10,000 shares owned, 755,000 vested options, 420,000 shares of restricted common stock and 375,000 options that will vest within 60 days of February 28, 2017.

(3)	Includes 26,154 shares owned, 90,000 vested options, 84,000 of restricted common stock and 90,000 options that will vest within 60 days of February 28, 2017.

(4)	Includes 100,000 shares of restricted common stock.

(5)	Includes 90,000 shares of restricted common stock and 90,000 options that will vest within 60 days of February 28, 2017.

(6)	Includes 75,000 shares of restricted common stock.

(7)	Includes 50,000 shares owned, 50,000 vested options and 30,000 shares of restricted common stock.

(8)	Includes 100,000 shares owned, 30,000 vested options and 30,000 shares of restricted common stock.

(9)	Includes 30,000 shares of restricted common stock.

(10)	Includes 20,409 shares owned, 30,000 vested options and 30,000 shares of restricted common stock.

(11)	Includes 356,723 shares owned, 1,665,332 vested options, 1,264,000 shares of restricted common stock and 555,000 options that will vest within 60 days of February 28, 2017.

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

(2)	Reflects 8,952,912 options and 2,050,000 restricted stock units outstanding under the 2011 Plan as of December 31, 2016.

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

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

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

(2)	Audit-related fees include fees for internal control attestation services and comfort letter procedures in connection with the Exchange Offer.

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

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

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ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

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

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

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

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

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

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

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

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

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

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

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

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•	the weighted-average fair value per share of stock options granted to employees was $3.25, $4.59 and $6.73, respectively;

•	the total intrinsic value of stock options exercised was $0.1 million, $1.1 million and $1.8 million, respectively; and

•	the total fair value of stock options that vested during the period was $6.9 million, $6.8 million and $8.2 million, respectively.

•	the weighted-average fair value per share of restricted stock awards granted to employees was $10.00, $11.25 and $15.00, respectively; and

•	the total fair value of restricted stock awards that vested during the period was $9.5 million, $0.4 million and $0.3 million, respectively.

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(1)	Recognition and reduction of valuation allowances

(2)	Adjustments related to the Aicent Acquisition

(3)	Adjustments primarily related to foreign exchange translation

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

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

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

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

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

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

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

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

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

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

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

(12)	Incorporated by reference from the Quarterly Report on Form 10-Q filed by Syniverse Holdings, Inc. on August 11, 2016.

(13)	Incorporated by reference from the Current Report on Form 8-K filed by Syniverse Holdings, Inc. on January 9, 2017.

(14)	Incorporated by reference from the Current Report on Form 8-K filed by Syniverse Holdings, Inc. on January 13, 2017.

*	Filed herewith

**	Furnished herewith

#	Management contract or compensatory plan or arrangement