10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2006

OR

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

For the transition period from              to             

COMMISSION FILE NUMBER 001-32432

                                                           333-88168

SYNIVERSE HOLDINGS, INC.

SYNIVERSE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	30-0041666
Delaware	06-1262301
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8125 Highwoods Palm Way

Tampa, Florida 33647

(Address of principal executive office)

(Zip code)

(813) 637-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

Shares Outstanding as of May 9, 2006

Syniverse Holdings, Inc.: 68,046,364 shares of common stock, $0.001 par value

Syniverse Technologies, Inc.: 1,000 shares of common stock, no par value,

all of which are owned by Syniverse Holdings, Inc.

TABLE OF CONTENTS

		Page
PART I:	FINANCIAL INFORMATION
ITEM 1:	Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2006 (Unaudited) and December 31, 2005	3
	Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2006 and 2005	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2006 and 2005	5
	Notes to Condensed Consolidated Financial Statements (Unaudited) —March 31, 2006	6
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	32
ITEM 4:	Controls and Procedures	32
PART II:	OTHER INFORMATION
ITEM 1:	Legal Proceedings	33
ITEM 1A:	Risk Factors	33
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	33
ITEM 3:	Defaults Upon Senior Securities	33
ITEM 4:	Submission of Matters to a Vote of Security Holders	33
ITEM 5:	Other Information	33
ITEM 6:	Exhibits	34
SIGNATURES		35
EXHIBIT INDEX		36

2

PART 1

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SYNIVERSE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

	March 31, 2006			December 31, 2005
	(Unaudited)
ASSETS
Current assets:
Cash	$	30,129		$	49,294
Accounts receivable, net of allowances of $1,067 and $1,082, respectively		59,675			61,735
Prepaid and other current assets		7,186			4,379
Total current assets		96,990			115,408
Property and equipment, net		43,948			43,426
Capitalized software, net		49,965			52,674
Deferred costs, net		6,450			6,218
Goodwill		362,002			362,065
Identifiable intangibles, net:
Customer contract, net		281			301
Customer base, net		187,029			190,026
Other assets		1,240			1,240
Total assets	$	747,905		$	771,358
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,223		$	4,862
Accrued payroll and related benefits		3,379			11,738
Accrued interest		1,767			5,618
Other accrued liabilities		21,647			21,067
Current portion of 12 3/4% Senior Subordinated Notes due 2009, net of discount		—			14,469
Current portion of Term Note B		1,801			1,801
Total current liabilities		32,817			59,555
Long-term liabilities:
Deferred tax liabilities		36,751			36,186
7 3/4% Senior Subordinated Notes due 2013		175,000			175,000
Term Note B		176,074			176,524
Other long-term liabilities		1,124			1,454
Total long-term liabilities		388,949			389,164
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value; 300,000 shares authorized; no shares issued		—			—
Common stock, $0.001 par value; 100,300,000 shares authorized; 67,669,815 shares issued and 67,295,636 shares outstanding and 67,667,819 shares issued and 67,370,851 shares outstanding at March 31, 2006 and December 31, 2005, respectively		68			68
Additional paid-in capital		457,226			457,165
Accumulated deficit		(130,951	)		(134,501	)
Accumulated other comprehensive loss		(176	)		(70	)
Less treasury stock, at cost (296,968 and 374,179 shares, respectively)		(28	)		(23	)
Total stockholders’ equity		326,139			322,639
Total liabilities and stockholders’ equity	$	747,905		$	771,358

See Notes to Condensed Consolidated Financial Statements

3

SYNIVERSE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

	Three Months Ended March 31,
	2006			2005
Revenues	$	75,417		$	79,419
Costs and expenses:
Cost of operations (excluding depreciation and amortization shown separately below)		31,206			32,426
Sales and marketing		5,493			5,662
General and administrative		17,296			9,709
Provision for uncollectible accounts		15			445
Depreciation and amortization		9,981			11,885
Restructuring		338			—
		64,329			60,127
Operating income		11,088			19,292
Other income (expense), net:
Interest income		634			339
Interest expense		(6,742	)		(10,504	)
Loss on extinguishment of debt		(924	)		(23,788	)
Other, net		119			—
		(6,913	)		(33,953	)
Income (loss) before provision for income taxes		4,175			(14,661	)
Provision for income taxes		625			2,291
Net income (loss)		3,550			(16,952	)
Preferred stock dividends		—			(4,195	)
Net income (loss) attributable to common stockholders	$	3,550		$	(21,147	)
Net income (loss) per common share:
Basic	$	0.05		$	(0.43	)
Diluted	$	0.05		$	(0.43	)
Weighted average common shares outstanding:
Basic		66,747			48,784
Diluted		67,262			48,784

See Notes to Condensed Consolidated Financial Statements

4

SYNIVERSE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(DOLLARS IN THOUSANDS)

	Three Months Ended March 31,
	2006			2005
Cash flows from operating activities
Net income (loss)	$	3,550		$	(16,952	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization including amortization of deferred debt issuance costs		10,341			12,869
Provision for uncollectible accounts		15			445
Deferred income tax expense		606			2,287
Loss on extinguishment of debt		924			23,788
Share-based compensation		36			—
Gain on sale of marketable securities		(119	)		—
Loss on disposition of property		78			—
Changes in operating assets and liabilities:
Accounts receivable		2,045			5,713
Other current assets		(2,924	)		(2,865	)
Accounts payable		(8,998	)		(12,725	)
Other current liabilities		(3,312	)		(9,808	)
Other assets and liabilities		(891	)		668
Net cash provided by operating activities		1,351			3,420
Cash flows from investing activities
Capital expenditures		(4,775	)		(4,219	)
Proceeds from the sale of marketable securities		119			—
Net cash used in investing activities		(4,656	)		(4,219	)
Cash flows from financing activities
Debt issuance fees paid		—			(1,948	)
Repayment of 12 3/4% senior subordinated notes due 2009 including prepayment of premium and related fees		(15,424	)		(98,124	)
Repayment of previous senior credit facility		—			(220,073	)
Borrowings under new senior credit facility		—			240,000
Principal payments on new senior credit facility		(451	)		(600	)
Stock options exercised		25			—
Proceeds from issuance of common stock, net of issuance costs of $20,847		—			261,073
Redemption of Class A preferred stock at liquidation value		—			(176,456	)
Purchase of treasury stock		(5	)		—
Net cash (used in) provided by financing activities		(15,855	)		3,872
Effect of exchange rate changes on cash		(5	)		18
Net increase (decrease) in cash		(19,165	)		3,091
Cash at beginning of period		49,294			17,919
Cash at end of period	$	30,129		$	21,010
Supplemental cash flow information
Interest paid	$	10,237		$	19,025
Income taxes paid		21			11
Supplemental non-cash transactions
Conversion of Class A cumulative redeemable preferred stock to common stock	$	—		$	163,353

See Notes to Condensed Consolidated Financial Statements

5

SYNIVERSE HOLDINGS, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

1. Business

We are a leading provider of mission-critical technology services to wireless telecommunications companies worldwide. Our solutions simplify technology complexities by integrating disparate carriers’ systems and networks in order to provide seamless global voice and data communications to wireless subscribers. Many carriers depend on our integrated suite of services to solve their most complex technology challenges and to facilitate the rapid deployment of next generation wireless services. We provide our services to approximately 350 telecommunication carriers in over 50 countries, including the ten largest U.S. carriers and six of the ten largest international wireless carriers. The majority of our revenues are transaction-based and derived from long-term contracts, typically averaging three years in duration.

On January 17, 2005, Syniverse Holdings, LLC (Syniverse LLC), our former parent, contributed its ownership of all the non-voting common stock of Syniverse Networks, Inc. (Syniverse Networks) to us, resulting in our ownership of 100% of Syniverse Networks. From February 14, 2002 until January 17, 2005, Syniverse LLC owned all of the non-voting common stock and we owned all of the voting preferred stock of Syniverse Networks. Prior to February 14, 2002, the Verizon business, which we acquired, owned all of the operations referred to as Syniverse Networks. Since this was a business combination of entities under common control, we have accounted for this 2005 transaction in a manner similar to a pooling of interests. As a result, all of our financial statements since February 14, 2002 include all of the historical results of Syniverse Networks.

On February 9, 2005, Syniverse LLC entered into an Amendment No. 1 to Limited Liability Company Agreement and Dissolution Agreement, dated as of February 9, 2005, with us and certain members of Syniverse LLC (the Dissolution Agreement). The Dissolution Agreement provided, among other things, for (i) the distribution of our capital stock to the members of Syniverse LLC, (ii) the termination of certain equity agreements among Syniverse LLC and its members and (iii) the subsequent dissolution of Syniverse LLC.

On February 9, 2005, we merged our subsidiaries, Syniverse Networks and Syniverse Finance, Inc. (Syniverse Finance), with and into Syniverse Technologies, Inc. (Syniverse), another wholly owned subsidiary.

On February 9, 2005, our Board of Directors approved (i) the reclassification of the outstanding shares of our non-voting class B common stock into shares of our voting common stock, (ii) the 1-for-2.485 reverse stock split of our common stock with respect to the number of shares but not the par value per share, (iii) the increase in the number of shares reserved for issuance under the Non-Employee Directors Plan for a total of 160,630 shares of our common stock reserved for issuance and (iv) the number of shares to be granted to new non-employee directors who do not otherwise have an equity interest in our company under the Non-Employee Directors Plan to 20,000 shares of our common stock. All shares of common stock and per common share amounts have been retroactively restated to reflect this reverse stock split. In addition, the amended and restated plan provided an additional one-time option grant to each of our existing non-employee and non-equity investor directors as of the date immediately prior to our initial public offering, entitling the holder to purchase 10,000 shares of our common stock at the offering price. These options will vest in equal annual amounts over a period of five years.

On February 10, 2005, we completed an initial public offering of 17,620,000 shares of common stock at a price of $16.00 per common share. The net proceeds of the offering of $261,073 after deducting underwriting discounts, commissions and expenses, along with $240,000 received from our new credit facility, were used primarily to redeem 124,876 shares of our class A cumulative redeemable preferred stock described in Note 4, tender for 35% of our 12 ³/4% senior subordinated notes and repay and terminate our previous senior credit facility.

2. Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements of Syniverse Holdings, Inc. (Syniverse Inc.) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006.

The condensed consolidated financial statements include the accounts of Syniverse Inc., Syniverse, Syniverse Technologies, BV (Syniverse BV), for periods beginning on and after February 14, 2002, Syniverse Brience, LLC (Syniverse Brience) and Syniverse Holdings Limited (Syniverse Limited). Syniverse Inc. was wholly owned by Syniverse LLC until our February 10, 2005 initial public offering as described in Note 4. Concurrent with the initial public offering, Syniverse LLC was dissolved. References to “the Company”, “us”, or “we” include all of the consolidated companies. All significant intercompany balances and transactions have been eliminated.

6

3. Summary of Significant Accounting Policies

    Revenue Recognition

The majority of our revenues are transaction-based and derived from long-term contracts, typically averaging three years in duration. Our revenues are primarily the result of the sale of our technology interoperability services, network services, number portability services, call processing services and enterprise solutions to wireless carriers throughout the world. In order to encourage higher customer transaction volumes, we generally negotiate tiered pricing schedules with our customers based on certain established transaction volume levels. Generally, there is also a seasonal increase in wireless roaming telephone usage and corresponding revenues in the high-travel months of the second and third fiscal quarters.

• Technology Interoperability Services primarily generate revenues by charging per-transaction processing fees. For our wireless roaming clearinghouse and SMS and MMS routing services, revenues vary based on the number of data/messaging records provided to us by wireless carriers for aggregation, translation and distribution among carriers. We recognize revenues at the time the transactions are processed.

• Network Services primarily generate revenues by charging per-transaction processing fees. In addition, our customers pay monthly connection fees based on the number of network connections as well as the number of switches with which a customer communicates. The per-transaction fees are based on the number of intelligent network messages and intelligent network database queries made through our network and are recognized as revenues at the time the transactions are processed. In addition, a small amount of our revenues are generated through software license fees, maintenance agreements and professional services. Software license fees are generally recognized over the contract period. Maintenance agreements call for us to provide technical support and software enhancements to customers. Revenues on technical support and software enhancement rights are recognized ratably over the term of the support agreement. Professional services include consulting, training and installation services to our customers. Revenues from such services are generally recognized on a straight-line basis over the same period as the software license fees.

• Number Portability Services primarily generate revenues by charging per-transaction processing fees, monthly fixed fees, and fees for customer implementations. We recognize processing revenues at the time the transactions are processed. We recognize monthly fixed fees as revenues on a monthly basis as the services are performed. We defer revenues and incremental customer-specific costs related to customer implementations and recognize these fees and costs on a straight-line basis over the life of the initial customer agreements.

• Call Processing Services primarily generate revenues by charging per-transaction processing fees. The per-transaction fee is based on the number of validation, authorization and other call processing messages generated by wireless subscribers. We recognize processing fee revenues at the time the transactions are processed.

• Enterprise Solutions Services primarily generate revenues by charging per-subscriber fees. We recognize these revenues at the time the service is performed.

• Off-Network Database Query Fees primarily generate revenues by providing access to database providers. We pass these charges onto our customers, with little or no margin, based upon the charges we receive from the third party intelligent network database providers. We recognize revenues at the time the transaction is processed.

Due to our billing cycles, which for some products lag as much as 40 days after the month in which the services are rendered, we estimate the amounts of unbilled revenue each reporting period. Our estimates are based on recent volume and pricing trends adjusted for material changes in contracted services. Historically, our estimates have not been materially different from our actual billed revenue. Unanticipated changes in volume and pricing trends or material changes in contracted services could adversely affect our estimates of unbilled revenue.

Stock-Based Compensation

Syniverse has two stock-based compensation plans, the Founders’ Stock Option Plan for non-employee directors, executives and other key employees of Syniverse Inc. and the Directors’ Stock Option Plan, which provides for grants to independent directors, both of which are described below. Prior to fiscal 2006, we accounted for those plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related Interpretations, as permitted by Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation (SFAS 123). Compensation costs related to stock options granted at fair value under those plans were not recognized in the consolidated statements of income. In December 2004, FASB issued SFAS 123 (revised 2004), Share-Based Payment (SFAS 123(R)). Under the new standard, companies are no longer able to account for share-based compensation transactions using the intrinsic value method in accordance with APB 25.

7

Effective January 1, 2006, we adopted SFAS 123(R), which requires companies to account for such share-based compensation using a fair-value method and recognize the expense in the consolidated statement of income. Using the modified-prospective-transition method, stock compensation cost recognized beginning January 1, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted on or subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). Results for prior periods have not been restated. Accordingly, during the three months ended March 31, 2006, we recorded stock-based compensation expense for awards granted prior to but not yet vested as of January 1, 2006. For the three months ended March 31, 2006, stock-based compensation expense for awards granted prior to January 1, 2006 was $36. There were no awards granted during the three months ended March 31, 2006. The impact to our income from operations of recording stock-based compensation for the three months ended March 31, 2006 was as follows:

	Three Months Ended March 31, 2006
Cost of operations	$	3
Sales and marketing		3
General and administrative		30
Total stock-based compensation	$	36

Option Plans

On May 16, 2002, Syniverse Inc.’s Board of Directors adopted a Founders’ Stock Option Plan for non-employee directors, executives and other key employees of Syniverse Inc. In addition, the Board of Directors adopted a Directors’ Stock Option Plan on August 2, 2002, which provides for grants to independent directors to purchase 20,000 shares upon election to the board. The plans have a term of five years and provided for the granting of options to purchase shares of Syniverse Inc.’s non-voting Class B common stock. As part of our initial public offering, we reclassified the Class B common stock into our common stock and hence all of our options now provide for purchase of our common stock.

Under the plans, the options have or will have an initial exercise price based on the fair value of each share, as determined by the Board. The per share exercise price of each stock option will not be less than the fair market value of the stock on the date of the grant or, in the case of an equity holder owning more than 10% of the outstanding stock of Syniverse Inc., the price for incentive stock options is not less than 110% of such fair market value. The Board of Syniverse Inc. reserved 402,400 shares of non-voting Class B common stock, par value $.001 per share for issuance under the Founders’ plan and 160,360 shares under the Directors’ plan. The Company does not currently expect to repurchase shares from any source to satisfy such obligation under the Plan.

As of March 31, 2006, there were options to purchase 283,982 shares outstanding under the Founder’s Stock Option Plan and options to purchase 130,360 shares outstanding under the Directors’ Stock Option Plan. As of March 31, 2006, 115,831 and 30,000 shares were reserved for future grants under the Founders’ Stock Option Plan and the Director’s Stock Option Plan, respectively. All forfeited and cancelled shares are available to be reissued.

All options to be issued under the plans shall be presumed to be nonqualified stock options unless otherwise indicated in the option agreement. Each option will have exercisable life of no more than 10 years from the date of grant for both nonqualified and incentive stock options in the case of grants under the Founders’ Stock Option Plan and under the Directors’ Stock Option Plan. Generally, the options under these plans vest 20% after the first year and 5% per quarter thereafter.

Accounting for Share-Based Compensation

The fair values of stock grants are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Compensation expense recognized is shown in the operating activities section of the consolidated statements of cash flows. The fair value for these options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions:

	Three Months Ended March 31,
	2006		2005
Risk-free interest rate	4.36	%	4.30	%
Volatility factor	34.0		34.9
Dividend yield	—		—
Weighted average expected life of options	5		5

8

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Prior to February 10, 2005, Syniverse Inc.’s common stock was not traded on public markets; therefore a volatility of 0% was used in the Black-Scholes option valuation model for options issued prior to our initial public offering. Due to the limited time in which our stock was publicly traded, we used the average volatility factor of eight comparable companies in determining our pro forma compensation for stock options granted at the time of our initial public offering and through March 31, 2006. However, this had no material impact since no options were granted in the three months ended March 31, 2006. Based on the results produced from the Black-Scholes option-pricing model, our pro forma compensation amounts are not materially different from the intrinsic value compensation expense amounts and hence are not disclosed. For the three months ended March 31, 2005, pro forma fair value amounts of compensation expense as applied in accordance with the fair value recognition provisions of SFAS 123 were not materially different from the intrinsic value method because the fair value of the options were not material and hence are not disclosed.

As part of the requirements of SFAS 123(R), we are required to estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods.

A summary of our stock compensation activity with respect to the three months ended March 31, 2006 is as follows:

Stock Options	Shares (000s)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (000s)
Outstanding at December 31, 2005	423		$	13.33
Granted	—		$	—
Exercised	(2	)	$	12.43
Cancelled or expired	(7	)	$	14.51
Outstanding at March 31, 2006	414		$	13.31	7.74	$	1,032
Vested at March 31, 2006	166		$	12.73	6.99	$	510
Exercisable at March 31, 2006	166		$	12.73	6.99	$	510

Outstanding options as of March 31, 2006 and 2005 had a weighted average remaining contractual life of 7.74 and 8.52 years, respectively. During the same periods, the weighted average fair value per share of stock-based payments granted to employees was $0 and $6.09, respectively and the total intrinsic value of stock options exercised was $21 and $0, respectively. The total fair value of stock options that vested during both periods was $0.

During the three months ended March 31, 2006, $25 was received for the exercise of stock options. Since the options exercised had a fair value of $0 as stated above, no tax benefits were realized from the exercise of those options. Cash was not used to settle any equity instruments previously granted. There was no stock compensation cost capitalized into assets as of March 31, 2006.

9

A summary of our nonvested shares activity with respect to the three months ended March 31, 2006 is as follows:

Stock Options	Shares (000s)		Weighted- Average Grant-Date Fair Value
Nonvested at December 31, 2005	284		$	2.61
Granted	—		$	—
Vested	(29	)	$	2.98
Forfeited	(7	)	$	4.26
Nonvested at March 31, 2006	248		$	2.52

As of March 31, 2006, there was $578 of total unrecognized compensation cost related to share-based compensation arrangements granted prior to January 1, 2006, the majority of which is expected to be recognized over the next four years. The total recognition period for the remaining unrecognized compensation cost is approximately five years in accordance with vesting provisions.

    Net Income (Loss) Per Common Share

We compute net income (loss) per common share in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS 128). Basic net income (loss) per common share includes no dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of fully vested common shares outstanding for the period. Our basic weighted average shares outstanding for the three months ended March 31, 2006 and 2005 excludes 434,566 and 987,865 shares, respectively, which represents unvested common stock held by our management . Diluted net income (loss) per common share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. As of March 31, 2006 and 2005, options to purchase 414,342 and 373,311 shares of common stock, respectively, were outstanding. Due to the anti-dilutive nature of the options and the class A cumulative redeemable convertible preferred stock, these were not considered and thus there is no effect on the calculation of weighted average shares for diluted net loss per common share for the three months ended March 31, 2005. As a result, the basic and diluted net losses per common share amounts are identical. However, for the three months ended March 31, 2006, unvested common stock held by our management and the outstanding options to purchase common stock were used in the calculation of dilutive net income per common share.

	Three Months Ended March 31,
	2006		2005
Basic and diluted net income (loss) per common share:
Net income (loss) attributable to common stockholders	$	3,550	$	(21,147	)
Determination of basic and diluted shares:
Basic weighted-average common shares outstanding		66,747		48,784
Unvested common stock		435		—
Potentially dilutive stock options		81		—
Diluted weighted-average common shares outstanding		67,262		48,784
Basic net income (loss) per common share	$	0.05	$	(0.43	)
Diluted net income (loss) per common share	$	0.05	$	(0.43	)

    Comprehensive Income (Loss)

Comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on marketable securities classified as available-for-sale. Comprehensive income (loss) for the three months ended March 31, 2006 and 2005 is as follows:

	Three Months Ended March 31,
	2006			2005
Net income (loss)	$	3,550		$	(16,952	)
Net unrealized loss on investments		(118	)		(79	)
Foreign currency translation adjustment		12			(32	)
Total	$	3,444		$	(17,063	)

10

The balance in accumulated other comprehensive income as of March 31, 2006 is comprised of a foreign currency translation loss of $176.

    Available-for-Sale Securities

Our investments in equity securities as of December 31, 2005 were composed primarily of a less than 5% ownership in a small publicly held company, and are categorized as available-for-sale as defined by Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS 115). These equity securities were included in other current assets in the accompanying condensed consolidated balance sheet as of December 31, 2005 and were recorded at fair value based on quoted market prices. The cost of each equity security is determined primarily on a specific identification method. Unrealized holding gains and losses are reflected, net of income tax, as a separate component of accumulated other comprehensive income (loss). During the first quarter of 2006, we sold our entire investment in these securities. As of March 31, 2006 and December 31, 2005, available-for-sale securities had a fair value of $0 and $118, respectively.

    Interest in Joint Venture

We hold a 5% interest in the joint venture mTLD Top Level Domain, Ltd., a joint venture formed to provide mobile data and content domain name registry services and development guidelines. We account for this investment using the cost method of accounting. As of March 31, 2006, our investment was $888 and is included in other assets.

    Foreign Currency Translation

In accordance with Statement of Financial Accounting Standard No. 52, Foreign Currency Translation (SFAS 52), income and expense accounts of foreign operations are translated at the weighted average exchange rates during the year. Assets, including goodwill, and liabilities of foreign operations that operate in a local currency environment are translated to U.S. dollars at the exchange rates in effect at the balance sheet date, with the related translation gains or losses reported as a separate component of stockholders’ equity.

    Segment Reporting

For all periods reported, we operated as a single segment since our chief operating-decision maker decides resource allocations on the basis of our consolidated financial results. For the three months ended March 31, 2006 and 2005, we derived 82.6% and 86.5%, respectively, of our revenues from customers in the United States.

    Derivatives

Financial Accounting Standards Board Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. To protect against interest rate risk, we acquired an interest rate cap during the year ended December 31, 2003, which expired in March 2005. Because the interest rate cap did not meet the criteria for hedge accounting, all changes in fair value were immediately recognized in earnings as interest expense.

    4. Initial Public Offering and Redeemable Preferred Stock

On February 10, 2005, we completed an initial public offering (IPO) of 17,620,000 shares of common stock at a price of $16.00 per common share. The net proceeds of the offering of $261,073 after deducting underwriting discounts, commissions and expenses, along with the $240,000 received from our new credit facility, were used to redeem 124,876 shares of our class A cumulative redeemable preferred stock as described below, tender for 35% of our 12 ³/4% senior subordinated notes due 2009 and repay our previous senior credit facility.

11

On February 15, 2005, we redeemed 124,876 shares of our class A cumulative redeemable convertible preferred stock including accrued and unpaid dividends with $176,456 of proceeds received from our initial public offering completed on February 10, 2005.

On March 28, 2005, we converted the remaining 115,604 shares of our class A cumulative redeemable convertible preferred stock including accrued and unpaid dividends at a liquidation value of $163,353 into 10,209,598 shares of our class A common stock, using the IPO price of $16.00 per share.

5. Restructurings

In connection with the IOS North America acquisition on September 30, 2004, we began to formulate restructuring plans, which consisted primarily of the relocation of key IOS North America employees and the elimination of redundant positions. As a result of these plans, we recognized $1,888 of employee relocation costs and termination benefits as liabilities in the purchase accounting in accordance with EITF 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination. During the three months ended March 31, 2006, we reduced the liability for the termination benefits costs and relocation costs by $72 based on our revised estimate of the remaining liability. Additionally, we made payments of $361 and we expect to pay the remainder of this liability in the second quarter of 2006.

In February 2006, we completed a restructuring plan in our marketing group resulting in the termination of eight employees. As a result, we incurred $338 in severance related costs and made payments of $238 in the three months ended March 31, 2006. We expect to pay the remainder of these costs through December 2006.

In the three months ended March 31, 2006, we had the following activity in our restructuring accruals:

	December 31, 2005 Balance		Additions		Payments			Reductions			March 31, 2006 Balance
September 2004 Restructuring
Termination costs		394		—		(330	)		(64	)		—
Relocation costs		98		—		(31	)		(8	)		59
February 2006 Restructuring
Termination costs		—		338		(238	)		—			100
Total	$	492	$	338	$	(599	)	$	(72	)	$	159

6. Commitments and Contingencies

We are currently a party to various claims and legal actions that arise in the ordinary course of business. We believe such claims and legal actions, individually and in the aggregate, will not have a material adverse effect on our business, financial condition or results of operations. As of December 31, 2005, we have considered all of the claims and disputes of which we are aware and have provided for probable losses as part of the allowance for doubtful accounts, allowance for credit memos or accrued liabilities.

The most significant of these claims, in terms of dollars sought, are described below:

SBC Communications, Inc., d/b/a SBC Ameritech, SBC Southwestern Bell and SBC Pacific Bell (collectively, SBC), have asserted claims against us in the total principal sum of $7,281, based on alleged overcharging for services we provided. We deny the claims, believe they are unfounded and on April 15, 2003 filed a complaint in Hillsborough County, Florida against SBC Southwestern Bell and SBC Pacific Bell seeking a Declaratory Judgment denying their claims and seeking $1,358, which they have refused to pay.

On June 28, 2004, SBC Ameritech filed a Demand for Arbitration in Chicago seeking $2,100 of the $7,281 it claims it was over-billed by Syniverse. On July 19, 2004 we filed a motion to dismiss/abate the Demand based on SBC Ameritech’s failure to engage in mediation prior to arbitration, as required by the contract under which it alleges it was over-billed. The motion was denied on December 14, 2004. On May 4, 2006, an Arbitrator issued a written decision denying SBC Ameritech’s $2,100 claim and ordering it to pay us $76. We are presently engaged in litigation related to the claims raised by SBC Southwestern Bell and SBC Pacific Bell.

On April 21, 2005, we filed a complaint against BellSouth Telecommunications, Inc. in the Federal District Court in Tampa, Florida seeking judgment for unpaid charges of approximately $3,290 related to calling name database services provided during March 2004 to July 2004 for which BellSouth has refused payment.

12

On August 9, 2005, we filed a complaint seeking injunctive relief and damages in Hillsborough County, Florida against Electronic Data Systems Corporation (“EDS”) and EDS Information Services LLC alleging a breach of contract, tortious interference with prospective business relations and unfair competition. This complaint was based on our discovery in the second quarter of 2005 that EDS was offering to provide clearing services to one of our customers when the customer’s contract with Syniverse expires in 2006. We believe this offer to provide clearing services to that customer constitutes a breach of certain non-compete obligations of EDS contained in the 2004 Asset Purchase Agreement between EDS and us. On August 11, 2005, the Circuit Court of the 13^th Judicial Circuit for the State of Florida granted our motion for a temporary injunction and enjoined the defendants from selling the assets of their European subsidiaries unless the prospective purchaser assumed the non-compete obligations of EDS. The injunction is conditioned upon Syniverse providing a $1 million surety bond, which we have now paid. We intend to continue to pursue this matter vigorously.

On April 13, 2006, we were served with a Petition for Declaratory Judgment filed by Billing Concepts, Inc. d/b/a BSG Clearing Solutions (“BCI”) in Texas State Court asking the Court to find, in pertinent part, that BCI’s offering of services competitive to Syniverse in the United States and North America is not subject to the restrictions imposed on BSG-Germany. Syniverse intends to contest the Petition and will file an appropriate response in accordance with local court rules.

7. Contract Termination Costs

On February 28, 2005 we entered into an agreement to lease 199,000 square feet for our new corporate headquarters facility located in Tampa, Florida. The lease term is eleven years commencing on November 1, 2005 with lease payments beginning one year following the commencement date. The lease agreement for our former corporate headquarters expires October 31, 2006, however, we negotiated an early termination in accordance with the agreement. Under Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146), a liability for costs to terminate a contract before the end of its term should be recognized and measured at its fair value. For the three months ended March 31, 2006, we recorded a lease termination loss of $1,717 which is included in general and administrative expenses, and a liability for lease termination costs for the same amount. We expect to pay these costs through October 31, 2006.

8. Debt

On February 1, 2006, we completed an early redemption for all remaining notes of $14,500 in aggregate principal amount of our outstanding 12 ³/4% Senior Subordinated Notes due 2009 at a premium of $924.

9. Income Taxes

In the three months ended March 31, 2006, we reversed a portion of our net deferred tax asset valuation allowance. The valuation allowance, originally established in 2003, and adjusted annually thereafter, was recorded because the realization of those deferred tax assets did not meet the more-likely-than-not criteria under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). In the first quarter of 2006, based upon an evaluation of our most recent twelve quarters of results and our expectations of pre-tax income, a tax benefit for the deferred tax assets expected to be realized as a result of income in the current year was recognized as we determined that we have met the more-likely-than-not criteria related to those deferred tax assets. The benefit reduced our estimated annual effective tax rate to approximately 21%, excluding the effects of other items. As of March 31, 2006, based upon our judgment, we will continue to maintain a valuation allowance for certain other deferred tax assets primarily associated with accumulated tax loss carry-forwards from our acquisitions.

10. Supplemental Consolidating Financial Information

Syniverse’s payment obligations under the senior notes are guaranteed by Syniverse Inc. and all domestic subsidiaries of Syniverse including Syniverse Brience (collectively, the Guarantors). The results of Syniverse BV and Syniverse Limited are included as non-guarantors. Such guarantees are full, unconditional and joint and several. The following supplemental financial information sets forth, on an unconsolidated basis, balance sheets, statements of operations, and statements of cash flows information for Syniverse LLC (parent only), Syniverse Inc., and for the guarantor subsidiaries. The supplemental financial information reflects the investment Syniverse, Inc. using the equity method of accounting.

13

CONSOLIDATING BALANCE SHEET (UNAUDITED)

AS OF MARCH 31, 2006

	Syniverse Inc.			Syniverse			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash	$	40		$	27,404		$	475		$	2,210		$	—		$	30,129
Accounts receivable, net of allowances		—			57,785			235			1,655			—			59,675
Accounts receivable - affiliates		—			5,437			425			—			(5,862	)		—
Deferred tax assets, net		—			—			—			—			—			—
Prepaid and other current assets		—			7,067			—			119			—			7,186
Total current assets		40			97,693			1,135			3,984			(5,862	)		96,990
Property and equipment, net		—			43,858			—			90			—			43,948
Capitalized software, net		—			49,828			—			137			—			49,965
Deferred costs, net		—			6,450			—			—			—			6,450
Goodwill		—			361,239			—			763			—			362,002
Identifiable intangibles, net:																	—
Customer contract, net		—			—			—			277			4			281
Customer base, net		—			187,033			—			—			(4	)		187,029
Other assets		—			1,240			—			—			—			1,240
Investment in subsidiaries		326,107			(492	)		—			—			(325,615	)		—
Total assets	$	326,147		$	746,849		$	1,135		$	5,251		$	(331,477	)	$	747,905
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	—		$	4,230		$	—		$	(7	)	$	—		$	4,223
Accounts payable - affiliates		—			—			—			5,862			(5,862	)		—
Accrued payroll and related benefits		8			3,152			—			219			—			3,379
Accrued interest		—			1,767			—			—			—			1,767
Other accrued liabilities		—			20,849			94			704			—			21,647
Current portion of Term Note B		—			1,801			—			—			—			1,801
Total current liabilities		8			31,799			94			6,778			(5,862	)		32,817
Long-term liabilities:
Deferred tax liabilities		—			36,751			—			—			—			36,751
7 3/4% Senior Subordinated Notes due 2013		—			175,000			—			—			—			175,000
Term Note B		—			176,074			—			—			—			176,074
Other long-term liabilities		—			1,118			—			6			—			1,124
Total long-term liabilities		—			388,943			—			6			—			388,949
Stockholders’ equity (deficit):
Common stock		68			—			117,340			21			(117,361	)		68
Additional paid-in capital		457,226			457,262			—			2,151			(459,413	)		457,226
Accumulated deficit		(130,951	)		(130,951	)		(116,299	)		(3,529	)		250,779			(130,951	)
Accumulated other comprehensive income		(176	)		(176	)		—			(176	)		352			(176	)
Less treasury stock, at cost		(28	)		(28	)		—			—			28			(28	)
Total stockholders’ equity (deficit)		326,139			326,107			1,041			(1,533	)		(325,615	)		326,139
Total liabilities and stockholders’ equity	$	326,147		$	746,849		$	1,135		$	5,251		$	(331,477	)	$	747,905

14

CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2006

	Syniverse Inc.			Syniverse			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated
Revenues	$	—		$	73,620		$	56	$	1,741		$	—		$	75,417
Costs and expenses:
Cost of operations (excluding depreciation and amortization shown separately below)		3			30,531			—		672			—			31,206
Sales and marketing		3			4,902			—		588			—			5,493
General and administrative		30			17,175			—		91			—			17,296
Provision for uncollectible accounts		—			15			—		—			—			15
Depreciation and amortization		—			9,879			—		102			—			9,981
Restructuring		—			338			—		—						338
		36			62,840			—		1,453			—			64,329
Operating income (loss)		(36	)		10,780			56		288			—			11,088
Other income (expense), net:
Income from equity investment		4,211			3			—		—			(4,214	)		—
Interest income		—			633			—		1			—			634
Interest expense		—			(6,714	)		—		(28	)		—			(6,742	)
Loss on extinguishment of debt		—			(924	)		—		—			—			(924	)
Other, net		—			433			—		(314	)		—			119
		4,211			(6,569	)		—		(341	)		(4,214	)		(6,913	)
Income (loss) before provision for income taxes		4,175			4,211			56		(53	)		(4,214	)		4,175
Provision for income taxes		625			625			—		—			(625	)		625
Net income (loss)		3,550			3,586			56		(53	)		(3,589	)		3,550
Preferred stock dividends		—			—			—		—			—			—
Net income (loss) attributable to common stockholders	$	3,550		$	3,586		$	56	$	(53	)	$	(3,589	)	$	3,550

15

CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2006

	Syniverse Inc.			Syniverse			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Cash flows from operating activities
Net income (loss)	$	3,550		$	3,586		$	56		$	(53	)	$	(3,589	)	$	3,550
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization including amortization of deferred debt issuance costs		—			10,283			—			58			—			10,341
Provision for uncollectible accounts		—			15			—			—			—			15
Deferred income tax expense		—			606			—			—			—			606
Income from equity investment		(4,211	)		(3	)		—			—			4,214			—
Loss on extinguishment of debt		—			924			—			—			—			924
Share-based compensation		36			—			—			—			—			36
Gain on sale of marketable securities		—			(119	)		—			—			—			(119	)
Loss on disposition of property		—			78			—			—			—			78
Changes in operating assets and liabilities:
Accounts receivable		—			2,008			421			(384	)		—			2,045
Other current assets		—			(2,920	)		—			(4	)		—			(2,924	)
Accounts payable		—			(9,961	)		—			963			—			(8,998	)
Other current liabilities		632			(3,553	)		(62	)		296			(625	)		(3,312	)
Other assets and liabilities		—			(897	)		—			6			—			(891	)
Net cash provided by operating activities		7			47			415			882			—			1,351
Cash flows from investing activities
Capital expenditures		—			(4,777	)		—			2			—			(4,775	)
Proceeds from sale of marketable securities		—			119			—			—			—			119
Net cash provided by (used in) investing activities		—			(4,658	)		—			2			—			(4,656	)
Cash flows from financing activities
Repayment of 12 3/4% senior subordinated notes due 2009 including prepayment premium and related fees		—			(15,424	)		—			—			—			(15,424	)
Principal payments on credit facility		—			(451	)		—			—			—			(451	)
Stock options exercised		25			—			—			—			—			25
Purchase of treasury stock		—			(5	)		—			—			—			(5	)
Net cash provided by (used in) financing activities		25			(15,880	)		—			—			—			(15,855	)
Effect of exchange rate changes on cash		—			—			—			(5	)		—			(5	)
Net increase (decrease) in cash		32			(20,491	)		415			879			—			(19,165	)
Cash at beginning of period		8			47,896			60			1,330			—			49,294
Cash at end of period	$	40		$	27,405		$	475		$	2,209		$	—		$	30,129

16

CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2005

	Syniverse Inc.			Syniverse			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	8		$	47,896		$	60		$	1,330		$	—		$	49,294
Accounts receivable, net of allowances		—			59,814			650			1,271			—			61,735
Accounts receivable—affiliates		—			4,050			431			—			(4,481	)		—
Deferred tax assets, net		—			—			—			—			—			—
Prepaid and other current assets		—			4,147			117			115			—			4,379
Total current assets		8			115,907			1,258			2,716			(4,481	)		115,408
Property and equipment, net		—			43,318			—			108			—			43,426
Capitalized software, net		—			52,525			—			149			—			52,674
Deferred costs, net		—			6,218			—			—			—			6,218
Goodwill		—			361,311			—			754			—			362,065
Identifiable intangibles, net:								—
Customer contract, net		—			1			—			300			—			301
Customer base, net		—			190,026			—			—			—			190,026
Other assets		—			1,240			—			—			—			1,240
Investment in subsidiaries		322,632			(390	)		—			—			(322,242	)		—
Total assets	$	322,640		$	770,156		$	1,258		$	4,027		$	(326,723	)	$	771,358
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	—		$	4,854		$	—		$	8		$	—		$	4,862
Accounts payable—affiliates		—			—			—			4,481			(4,481	)		—
Accrued payroll and related benefits		1			11,115			—			622			—			11,738
Accrued interest		—			5,618			—			—			—			5,618
Other accrued liabilities		—			20,503			156			408			—			21,067
Current portion of 12 3/4% Senior Subordinated Notes due 2009, net of discount		—			14,469			—			—			—			14,469
Current portion of Term Note B		—			1,801			—			—			—			1,801
Total current liabilities		1			58,360			156			5,519			(4,481	)		59,555
Long-term liabilities:
Deferred tax liabilities		—			36,186			—			—			—			36,186
7 3/4% Senior Subordinated Notes due 2013		—			175,000			—			—			—			175,000
Term Note B		—			176,524			—			—			—			176,524
Other long-term liabilities		—			1,454			—			—			—			1,454
Total long-term liabilities		—			389,164			—			—			—			389,164
Stockholders’ equity:
Common stock		68			—			117,340			21			(117,361	)		68
Additional paid-in capital		457,165			457,226			—			2,151			(459,377	)		457,165
Accumulated deficit		(134,501	)		(134,501	)		(116,355	)		(3,476	)		254,332			(134,501	)
Accumulated other comprehensive income (loss)		(70	)		(70	)		117			(188	)		141			(70	)
Less treasury stock, at cost		(23	)		(23	)		—			—			23			(23	)
Total stockholders’ equity (deficit)		322,639			322,632			1,102			(1,492	)		(322,242	)		322,639
Total liabilities and stockholders’ equity	$	322,640		$	770,156		$	1,258		$	4,027		$	(326,723	)	$	771,358

17

CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2005

	Syniverse Inc.			Syniverse			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated
Revenues	$	—		$	78,546		$	166	$	707		$	—		$	79,419
Costs and expenses:
Cost of operations		—			32,247			—		179			—			32,426
Sales and marketing		—			4,802			—		860			—			5,662
General and administrative		—			9,850			5		(146	)		—			9,709
Provision for uncollectible accounts		—			445			—		—			—			445
Depreciation and amortization		—			11,818			—		67			—			11,885
		—			59,162			5		960			—			60,127
Operating income (loss)		—			19,384			161		(253	)		—			19,292
Other income (expense), net:
Income (loss) from equity investment		(14,661	)		(90	)		—		—			14,751			—
Interest income		—			337			—		2			—			339
Interest expense		—			(10,504	)		—		—			—			(10,504	)
Loss on extinguishment of debt		—			(23,788	)		—		—			—			(23,788	)
		(14,661	)		(34,045	)		—		2			14,751			(33,953	)
Income (loss) before provision for income taxes		(14,661	)		(14,661	)		161		(251	)		14,751			(14,661	)
Provision for income taxes		2,291			2,291			—		—			(2,291	)		2,291
Net income (loss)		(16,952	)		(16,952	)		161		(251	)		17,042			(16,952	)
Preferred stock dividends		(4,195	)		—			—		—			—			(4,195	)
Net income (loss) attributable to common stockholders	$	(21,147	)	$	(16,952	)	$	161	$	(251	)	$	17,042		$	(21,147	)

18

CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2005

	Syniverse Inc.			Syniverse			Subsidiary Guarantors			Subsidiary Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities
Net income (loss)	$	(16,952	)	$	(16,952	)	$	161		$	(251	)	$	17,042		$	(16,952	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization including amortization of deferred debt issuance costs		—			12,802			—			67			—			12,869
Provision for uncollectible accounts		—			445			—			—			—			445
Deferred income tax expense		—			2,287			—			—			—			2,287
(Income) loss from equity investment		14,661			90			—			—			(14,751	)		—
Loss on extinguishment of debt		—			23,788			—			—			—			23,788
Changes in current assets and liabilities:
Accounts receivable		—			6,359			(68	)		(578	)		—			5,713
Other current assets		—			(2,868	)		—			3			—			(2,865	)
Accounts payable		—			(13,128	)		—			403			—			(12,725	)
Other current liabilities		2,291			(9,839	)		(94	)		125			(2,291	)		(9,808	)
Other assets and liabilities		—			668			—			—			—			668
Net cash provided by (used in) operating activities		—			3,652			(1	)		(231	)		—			3,420
Cash flows from investing activities
Capital expenditures		—			(4,179	)		—			(40	)		—			(4,219	)
Net cash used in investing activities		—			(4,179	)		—			(40	)		—			(4,219	)
Cash flows from financing activities
Debt issuance fees paid		—			(1,948	)		—			—			—			(1,948	)
Repayment of 12 3/4% senior subordinated notes due 2009 including prepayment premium and related fees		—			(98,124	)		—			—			—			(98,124	)
Repayment of previous senior credit facility		—			(220,073	)		—			—			—			(220,073	)
Borrowings under new senior credit facility		—			240,000			—			—			—			240,000
Principal payments on new senior credit facility		—			(600	)		—			—			—			(600	)
Proceeds from issuance of common stock, net of issuance costs of $20,847		—			261,073			—			—			—			261,073
Redemption of Class A preferred stock at liquidation value		—			(176,456	)		—			—			—			(176,456	)
Net cash provided by financing activities		—			3,872			—			—			—			3,872
Effect of exchange rate changes on cash		—			—			—			18			—			18
Net increase (decrease) in cash		—			3,345			(1	)		(253	)		—			3,091
Cash at beginning of period		—			17,429			62			428			—			17,919
Cash at end of period	$	—		$	20,774		$	61		$	175		$	—		$	21,010

19

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading provider of mission-critical technology services to wireless telecommunications companies worldwide. We serve approximately 350 telecommunications carriers in over 50 countries. Many of these carriers depend on our integrated suite of transaction-based services to solve the complexities associated with offering seamless wireless services, connecting disparate carrier networks and facilitating the rapid deployment of next-generation wireless services. Our services enable wireless carriers to provide their customers with enhanced wireless services including national and international wireless voice and data roaming, caller ID, Short Message Service (SMS) messaging, Multimedia Messaging Services (MMS), wireless number portability and wireless data content.

Company History and Recent Events

Our business was founded in 1987 as GTE Telecommunication Services Inc., a unit of GTE. In early 2000, GTE combined our business with its Intelligent Network Services business to further broaden our network services offering. In June 2000, when GTE and Bell Atlantic merged to form Verizon Communications Inc., we became an indirect, wholly owned subsidiary of Verizon. In February 2002, we were acquired from Verizon by members of our senior management team and an investor group led by GTCR Golder Rauner, LLC (GTCR).

On February 9, 2005, Syniverse Holdings, LLC (Syniverse LLC) entered into an Amendment No. 1 to Limited Liability Company Agreement and Dissolution Agreement, dated as of February 9, 2005, with Syniverse Holdings, Inc. (Syniverse Inc.) and certain members of Syniverse LLC (the Dissolution Agreement). The Dissolution Agreement provided, among other things, for (i) the distribution of the capital stock of Syniverse Inc. to the members of Syniverse LLC, (ii) the termination of certain equity agreements among Syniverse LLC and its members and (iii) the subsequent dissolution of Syniverse LLC.

On February 9, 2005, we merged our subsidiaries, Syniverse Networks and Syniverse Finance, with and into Syniverse Technologies, Inc. (Syniverse).

On February 10, 2005, we completed an initial public offering of 17,620,000 shares of common stock at a price of $16.00 per common share. The net proceeds of the offering were $261.0 million after deducting underwriting discounts, commissions and expenses, and, along with the $240.0 million received from our new credit facility, were used primarily to redeem 124,876 shares of our class A cumulative redeemable preferred stock as described below, tender for 35% of our 12 ³/4% senior subordinated notes and repay our previous senior credit facility.

On February 15, 2005, we redeemed 124,876 shares of our class A cumulative redeemable convertible preferred stock, including accrued and unpaid dividends, with $176.5 million of proceeds received from our initial public offering completed on February 10, 2005.

On March 28, 2005, we converted the remaining 115,604 shares of our class A cumulative redeemable convertible preferred stock, including accrued and unpaid dividends, at a liquidation value of $163.4 million into 10,209,598 shares of our common stock.

Introduction

We provide an integrated suite of services that simplify wireless technology complexities by integrating disparate wireless carriers’ systems and networks in order to provide seamless global voice and data communications to wireless subscribers. These services include:

• Technology Interoperability Services. We operate the largest wireless clearinghouse in the world that enables the accurate invoicing and settlement of domestic and international wireless roaming telephone calls and wireless data events. We also provide SMS and MMS routing and translation services between carriers.

• Network Services. Through our SS7 network, we connect disparate wireless carrier networks and enable access to intelligent network database services like caller ID, and provide translation and routing services to support the delivery and establishment of telephone calls.

20

• Number Portability Services. Our number portability services are used by many wireless carriers, including the five largest domestic carriers, to enable wireless subscribers to switch service providers while keeping the same telephone number.

• Call Processing Services. We provide wireless carriers global call handling and fraud management solutions that allow wireless subscribers from one carrier to make and accept telephone calls while roaming on another carrier’s network.

• Enterprise Solutions. Our enterprise wireless data management platform allows carriers to offer large corporate customers reporting and analysis tools to manage telecom-related expenses.

• Off-Network Database Queries. We provide our network customers with access to various third-party intelligent network databases.

Revenues

Most of our revenues are transaction-based and derived from long-term contracts, typically with terms averaging three years in duration. Most of the services and solutions we offer to our customers are based on applications, network connectivity and technology platforms owned and operated by us. A small amount of our revenues are generated through software license sales. We generate our revenues through the sale of our technology interoperability services, network services, number portability services, call processing services and enterprise solutions to telecommunications carriers throughout the world. In order to encourage higher customer transaction volumes, we generally negotiate tiered and flat rate pricing schedules with our customers based on certain established transaction volume levels. As a result, the average per-transaction fee for many of our products has declined over time as customers have increasingly used our services and transaction volumes have grown. We expect this trend to continue. Generally, there is also a slight increase in wireless roaming telephone usage and corresponding revenues in the high-travel months of the second and third fiscal quarters.

Future increases or decreases in revenues are dependent on many factors, such as industry subscriber growth, with few of these factors known in advance. From time to time, specific events such as customer contract renewals at different terms, a customer contract termination, a customer’s decision to change technologies or to provide solutions in-house, will be known to us and then we can estimate their impact on our revenues.

Set forth below is a brief description of our primary service offerings and associated revenue recognition:

• Technology Interoperability Services. We operate the largest wireless clearinghouse in the world that enables the accurate invoicing and settlement of domestic and international wireless roaming telephone calls and wireless data events. We also provide SMS and MMS routing and translation services between carriers. Wireless carriers send data records to our service platforms for processing, aggregation, translation and distribution among carriers. We primarily generate revenues by charging per-transaction processing fees based on the number of data/messaging records provided to us by wireless carriers for our wireless roaming clearinghouse and SMS and MMS routing services. We recognize revenues at the time the transactions are processed. Over time, we expect the average per-transaction fee for certain services to continue to decline as a result of our volume-based pricing strategy as well as potential competitive pricing pressure.

• Network Services. Through our SS7 network, we connect disparate wireless carrier networks and enable access to intelligent network database services like caller ID. We also provide translation and routing services to support the delivery and establishment of telephone calls. SS7 is the telecommunications industry’s standard network signaling protocol used by substantially all carriers to enable critical telecommunications functions such as line busy signals, toll-free calling services and caller ID. We primarily generate revenues by charging either per-transaction or fixed processing fees determined by expected customer volumes. In addition, our customers pay monthly connection fees based on the number of network connections as well as the number of switches with which a customer communicates. The per-transaction fees are based on the number of intelligent network messages and intelligent network database queries made through our network and are recognized as revenues at the time the transactions are processed. Over time, we expect the average per-transaction fee for certain services will continue to decline as a result of our volume-based pricing strategy and potential competitive pricing pressures.

• Number Portability Services. We provide number portability services to the wireless industry. When wireless subscribers choose to change carriers but keep their existing telephone number, the former carrier must send the subscribers’ information to the new carrier. Our services perform the necessary processing between the two carriers to allow the subscribers to change service providers while keeping their existing telephone number. We primarily generate revenues by charging per-transaction processing fees, monthly fixed fees and fees for customer implementations. We recognize processing revenues at the time the transactions and services are processed. We

21

recognize monthly fixed fees as revenues on a monthly basis as the services are performed. We defer revenues and incremental customer-specific costs related to customer implementations and recognize these fees and costs on a straight-line basis over the shorter of the life of the initial customer agreement or the period remaining until the amended contract end date for those contracts terminated early.

• Call Processing Services. We provide wireless carriers global call handling and fraud management solutions that allow wireless subscribers from one carrier to make and accept calls while roaming on another carrier’s network. We primarily generate revenues by charging per-transaction processing fees based on the number of validation, authorization and other call processing messages generated by wireless subscribers. We recognize processing fee revenues at the time the transactions are processed. We expect our call processing revenues will continue to decline, although at a lower than historical rate as there has been an increase in demand for our signaling solutions services, offset by a reduction of our traditional call processing solution.

• Enterprise Solutions Services. Our enterprise wireless data management platform allows carriers to offer large corporate customers reporting and analysis tools to manage telecom-related expenses. We primarily generate revenues by charging per-subscriber fees. We recognize these revenues at the time the service is performed. We expect a gradual decline in these revenues as customers migrate off of our wireless data management platform.

• Off-Network Database Queries. Through interconnection with other carrier networks, we have access to other service providers’ databases that support caller ID and toll-free routing. If one of our customers uses our network to access another service provider’s database, we are charged fees for access to that database. We pass these charges onto our customers, with little or no margin, based upon the charges we receive from these database providers. We recognize revenues at the time the transaction is performed. Over time, these revenues are expected to continue to decline as customers seek direct connections with the database providers.

For more information about how we recognize revenues for each of our service categories, please see the discussion below under “Critical Accounting Policies and Estimates.”

Costs and Expenses

Our costs and expenses consist of cost of operations, sales and marketing, general and administrative and depreciation and amortization.

• Cost of operations includes data processing costs, network costs, royalty costs, personnel costs associated with service implementation, training and customer care and off-network database query charges.

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

• General and administrative consists primarily of research and development expenses, a portion of the expenses associated with our facilities, internal management expenses, business development expenses, and expenses for finance, legal, human resources and other administrative departments. In addition, we incur significant service development costs. These costs, which are primarily personnel, relate to technology creation, enhancement and maintenance of new and existing services. Historically, most of these costs are expensed and recorded as general and administrative expenses. The capitalized portion, which is recorded as capitalized software costs, relates to costs incurred during the application development stage for the new service offerings and significant service enhancements.

• Depreciation and amortization relate primarily to our property and equipment including our SS7 network, infrastructure facilities related to information management and other intangible assets recorded in purchase accounting.

22

Results of Operations

The following table presents an overview of our results of operations for the three months ended March 31, 2006 and 2005:

	Three Months Ended March 31, 2006			% of Revenues		Three Months Ended March 31, 2005			% of Revenues		2006 vs. 2005 $			$ % Change
	(dollars in thousands)
Revenues:
Technology Interoperability Services	$	25,837		34.3	%	$	23,199		29.2	%	$	2,638		11.4	%
Network Services		31,493		41.8	%		32,232		40.5	%		(739	)	(2.3	)%
Number Porting Services		6,730		8.9	%		11,669		14.7	%		(4,939	)	(42.3	)%
Call Processing Services		7,191		9.5	%		6,403		8.1	%		788		12.3	%
Enterprise Solutions		2,130		2.8	%		3,082		3.9	%		(952	)	(30.9	)%
Revenues excluding Off-Network Data Base
Query Fees		73,381		97.3	%		76,585		96.4	%		(3,204	)	(4.2	)%
Off-Network Database Query Fees		2,036		2.7	%		2,834		3.6	%		(798	)	(28.2	)%
Total revenues		75,417		100.0	%		79,419		100.0	%		(4,002	)	(5.0	)%
Costs and expenses:
Cost of operations		31,206		41.4	%		32,426		40.8	%		(1,220	)	(3.8	)%
Sales and marketing		5,493		7.3	%		5,662		7.1	%		(169	)	(3.0	)%
General and administrative		17,296		22.9	%		9,709		12.2	%		7,587		78.1	%
Provision for uncollectible accounts		15		0.0	%		445		0.6	%		(430	)	(96.6	)%
Depreciation and amortization		9,981		13.2	%		11,885		15.0	%		(1,904	)	(16.0	)%
Restructuring		338		0.5	%		—		0.0	%		338		100.0	%
		64,329		85.3	%		60,127		75.7	%		4,202		7.0	%
Operating income		11,088		14.7	%		19,292		24.3	%		(8,204	)	(42.5	)%
Other income (expense), net:
Interest income		634		0.8	%		339		0.4	%		295		87.0	%
Interest expense		(6,742	)	(8.9	)%		(10,504	)	(13.2	)%		3,762		(35.8	)%
Loss on extinguishment of debt		(924	)	(1.2	)%		(23,788	)	(30.0	)%		22,864		(96.1	)%
Other, net		119		0.1	%		—		0.0	%		119		100.0	%
		(6,913	)	(9.2	)%		(33,953	)	(42.8	)%		27,040		(79.6	)%
Income (loss) before provision for income taxes		4,175		5.5	%		(14,661	)	(18.5	)%		18,836		(128.5	)%
Provision for income taxes		625		0.8	%		2,291		2.9	%		(1,666	)	(72.7	)%
Net income (loss)		3,550		4.7	%		(16,952	)	21.4	%		20,502		(120.9	)%
Preferred stock dividends		—		0.0	%		(4,195	)	(5.3	)%		4,195		(100.0	)%
Net income (loss) attributable to common stockholders	$	3,550		4.7	%	$	(21,147	)	26.7	%	$	24,697		(116.8	)%

23

Comparison of the Three Months Ended March 31, 2006 and 2005

Revenues

Total revenues decreased $4.0 million to $75.4 million for the three months ended March 31, 2006 from $79.4 million for the same period in 2005. Excluding Off-Network Database Query Fees, total revenues decreased $3.2 million for the three months ended March 31, 2006. The decrease in revenues was primarily due to decreases in our Number Portability Services due to the Sprint migration of the number portability error resolution services and decreases in Enterprise Solutions and Off-Network Database Query Fees, offset in part, by increases in Technology Interoperability and Call Processing services.

Technology Interoperability Services revenues increased $2.6 million to $25.8 million for the three months ended March 31, 2006 from $23.2 million for the same period in 2005. The increase in revenues was primarily due to organic volume growth in our wireless clearinghouse services partially offset by a decline in per-transaction fees pursuant to our volume-based pricing strategy for certain services and a competitive pricing environment.

Network Services revenues decreased $0.7 million to $31.5 million for the three months ended March 31, 2006 from $32.2 million for the same period in 2005. The decrease in revenues was primarily due to price concessions commensurate with our volume-based pricing strategy for certain of our services and a competitive pricing environment, partially offset by volume growth in our intelligent database services. In addition, two of our SS7 customers announced that they intended to replace our SS7 network solution. We expect this development to reduce 2006 network services revenues by approximately $8.0 to $9.0 million, depending on the timing of the replacement.

Number Portability Services revenues decreased $4.9 million to $6.7 million for the three months ended March 31, 2006 from $11.7 million for the same period in 2005. The decrease in revenues was primarily due to lower port center activity related to the Sprint migration. During the fourth quarter of 2004, we received notice from Sprint of its intention to move number portability error resolution services provided by us to its own internal platforms effective May 24, 2005. We continued to provide limited number portability error resolution services to Sprint until December 31, 2005. In April 2005, we signed a transitional support services agreement with Sprint to assist in its migration of the number portability error resolution services to its internal platforms. We accelerated the amortization of deferred Sprint implementation fees and the associated deferred Sprint implementation costs to fully amortize these ratably over the year ended December 31, 2005. We also amortized the transition fee over the 2005 fiscal year. After 2005, we will no longer have revenues from Sprint for these services. We expect to continue providing Sprint with number portability services other than number portability error resolution services. We expect this Sprint migration to reduce 2006 revenues by approximately $19.0 million, excluding the effect of any new or expanded services.

Call Processing Services revenues increased $0.8 million to $7.2 million for the three months ended March 31, 2006 from $6.4 million for the same period in 2005. The increase in call processing revenues was attributable to increased international roaming volumes supported by an increase in demand for our signaling solutions services.

Enterprise Solutions Services revenues decreased $1.0 million to $2.1 million for the three months ended March 31, 2006 from $3.1 million for the same period in 2005. The decrease in revenues was primarily due to lower subscribers on our enterprise wireless data management platform. We expect this decline to continue.

Off-Network Database Queries revenues decreased $0.8 million to $2.0 million for the three months ended March 31, 2006 from $2.8 million for the same period in 2005. The decrease in revenues was primarily driven by customers moving to direct access and billing arrangements with third-party intelligent network database providers. We pass these off-network database query fees onto our customers, with little or no margin, based upon the charges we receive from the third-party database providers. We expect this decline to continue.

Expenses

Cost of operations decreased $1.2 million to $31.2 million for the three months ended March 31, 2006 from $32.4 million for the same period in 2005. The decrease was primarily due to decreases in our off-network database queries services and decreased operational costs related to our number porting services primarily due to the Sprint migration, partially offset by increases in data processing costs.

Sales and marketing expenses decreased $0.2 million to $5.5 million for the three months ended March 31, 2006 from $5.7 million for the same period in 2005. The decrease is primarily due to lower employee-related expenses.

General and administrative expenses increased $7.6 million to $17.3 million for the three months ended March 31, 2006 from $9.7 million for the same period in 2005. The increase was primarily due to $4.3 million related to the relocation of our corporate headquarters, including $1.7 million associated with the early lease termination of our former corporate headquarters, higher product development expenses and higher expenses associated with operating as a public company.

24

Provision for uncollectible accounts decreased $0.4 million for the three months ended March 31, 2006 from $0.4 million for the same period in 2005.

Depreciation and amortization expenses decreased $1.9 million to $10.0 million for the three months ended March 31, 2006 from $11.9 million for the same period in 2005. The decrease was primarily due to lower amortization of intangible assets associated with the Verizon Revenue Guarantee agreement which expired in December 2005. Included in our depreciation and amortization expenses for the three months ended March 31, 2006 and 2005 is approximately $4.2 million and $6.4 million, respectively, in amortization related to intangible assets recorded in purchase accounting due to our February 2002 acquisition from Verizon, our December 2003 acquisition of Syniverse Holdings Limited and our September 2004 acquisition of IOS North America.

Restructuring expense was $0.3 million for the three months ended March 31, 2006. In February 2006, we completed a restructuring plan in our marketing group resulting in the termination of eight employees. As a result, we incurred $0.3 million in severance related costs.

Other

Interest income increased $0.3 million to $0.6 million for the three months ended March 31, 2006 from $0.3 million for the same period in 2005 primarily due to interest income earned on higher average cash balances.

Interest expense decreased $3.8 million to $6.7 million for the three months ended March 31, 2006 from $10.5 million for the same period in 2005. The decrease was primarily a result of our recapitalization occurring in the first quarter of 2005 in connection with our initial public offering, which lowered our average outstanding debt balance and interest rate, and the refinancing of our remaining 12 ³/4% senior subordinated notes due 2009 in the third quarter of 2005.

Loss on extinguishment of debt was $0.9 million and $23.8 million for the three months ended March 31, 2006 and 2005, respectively. In February 2006, we redeemed all outstanding 12 ³/4% senior subordinated notes due 2009 resulting in a prepayment premium of $0.9 million. In February 2005, we recognized $23.8 million on the early extinguishment of debt related to our previous senior credit facility and the repurchase of $85.8 million of our 12 ³/4% senior subordinated notes due 2009. The loss included a non-cash write-off of $6.0 million of unamortized deferred financing costs and $5.4 million of unamortized debt discount relating to the previous senior credit facility and the repurchased portion of the 12 ³/4% senior subordinated notes due 2009, as well as a $12.4 million cash charge related to the prepayment premium on the repurchased portion of the senior subordinated notes due 2009.

Provision for income taxes decreased $1.7 million to $0.6 million for the three months ended March 31, 2006 from $2.3 million for the same period in 2005. During the quarter ended March 31, 2006, we reversed a portion of our net deferred tax asset valuation allowance. The valuation allowance, originally established in 2003, and adjusted annually thereafter, was recorded because the realization of those deferred tax assets did not meet the more-likely-than-not criteria under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). In the first quarter of 2006, based upon an evaluation of our most recent twelve quarters of results and our expectations of pre-tax income, a tax benefit for the deferred tax assets expected to be realized as a result of income in the current year was recognized as we determined that we have met the more-likely-than not criteria related to those deferred tax assets. The benefit reduced our estimated annual effective tax rate to approximately 21%, excluding the effects of other items. As of March 31, 2006, based upon our judgment, we will continue to maintain a valuation allowance for certain other deferred tax assets primarily associated with accumulated tax loss carry-forwards from our acquisitions.

Preferred stock dividends were $4.2 million for the three months ended March 31, 2005. The undeclared and unpaid preferred dividends relate to the 10% preferred yield on Syniverse Inc.’s class A cumulative redeemable convertible preferred stock issued on February 14, 2002. The 2004 amounts are recorded as a part of the class A redeemable preferred stock balance. On February 15, 2005, we redeemed 124,876 shares of our class A cumulative redeemable convertible preferred stock, including accrued and unpaid dividends, at a liquidation value of $176.5 million with proceeds received from our initial public offering. On March 28, 2005, pursuant to the terms of our second amended and restated certificate of incorporation, all of our outstanding shares of class A cumulative redeemable convertible preferred stock were converted into 10,209,598 shares of our common stock based upon the liquidation value (plus accrued and unpaid dividends) of the class A cumulative redeemable convertible preferred stock using the initial public offering price of $16 per share. We had no shares of class A cumulative redeemable preferred stock outstanding as of March 31, 2006.

Liquidity and Capital Resources

Cash Flow Information

During the quarter ended March 31, 2006, our operations generated $1.4 million of cash as compared to $3.4 million for the same period in 2005. The decrease was primarily attributable to lower net income adjusted for non-cash items. Cash

25

and cash equivalents were $30.1 million at March 31, 2006 as compared to $49.3 million at December 31, 2005. This decrease was primarily due to the early redemption of our remaining 12 ³/4% Senior Subordinated Notes due 2009, higher capital expenditures, partially offset by lower net cash provided by operating activities. Our working capital increased $8.3 million to $64.2 million at March 31, 2006 from $55.9 million at December 31, 2005. This increase in working capital was primarily due to lower maturities of long-term debt and lower accrued expenses, offset in part by lower net cash from operations.

Capital expenditures for property and equipment, including capitalized software costs, increased to $4.8 million for the three months ended March 31, 2006 from $4.2 million for the three months ended March 31, 2005. For the three months ended March 31, 2006, we incurred approximately $4.8 million for capital expenditures of which $2.2 million was primarily for capital expenditures associated with our facilities move and the balance for the upgrade of our network and capitalized software development. We expect total capital expenditures in 2006 to be approximately $25.0 million.

In February 2005, we entered into a lease agreement for approximately 199,000 square feet of new office space for our headquarters in Tampa, Florida. The lease term is eleven years commencing on November 1, 2005 with lease payments beginning one year following the commencement date. In connection with this lease, through December 31, 2005, we incurred incremental operating expenses related solely to this move of $2.9 million and capital costs related solely to the facility build out of approximately $10.0 million. In the three months ending March 31, 2006, we incurred $4.3 million in move related expenses, which included duplicative lease payments and a $1.7 million charge related to the early termination of our lease on our former corporate headquarters. Additionally, during the same period, we incurred and capitalized $2.2 million of costs related to the move to the new headquarters.

On February 1, 2006, we redeemed the remaining $14.5 million in aggregate principal amount of our outstanding 12 ³/4% Senior Subordinated Notes due 2009 at a premium of $0.9 million.

Our principal sources of liquidity are cash flows generated from operations and borrowings under our new senior credit facility. Our principal uses of cash are to meet debt service requirements, finance our capital expenditures, make acquisitions and provide working capital. We expect that cash available from operations combined with the availability of $42.0 million under our revolving line of credit will be sufficient to fund our operations, debt service and capital expenditures for the foreseeable future.

Debt and Credit Facilities

New Senior Credit Facility

On February 15, 2005, we entered into a $282.0 million credit agreement with Lehman Brothers Inc., as lead arranger and book manager, LaSalle Bank National Association, as syndication agent, and Lehman Commercial Paper, as administrative agent (the “Credit Agreement”). The Credit Agreement provides for a term loan of $240.0 million and a revolving credit line of $42.0 million. The obligations under the Credit Agreement are unconditionally guaranteed by Syniverse Holdings Inc. and the U.S. domestic subsidiaries of Syniverse Technologies, Inc. (the “Guarantors”).

Borrowings under the new senior credit facility bear interest at a floating rate, which can be either a base rate, or at our option, a LIBOR rate, plus an applicable margin, which is presently 1.50% for the revolving loans and 1.75% for the term debt. As of March 31, 2006, the applicable interest rate was 6.73% based on the LIBOR option. The term loan facility requires regularly scheduled quarterly payments of principal and interest, and the entire amount of the term loan facility will mature on February 15, 2012. The full amount borrowed under the revolving credit line will mature on February 15, 2011.

As of March 31, 2006, we had an aggregate face amount of $177.9 million of outstanding indebtedness under our new senior credit facility representing the term note B facility and $42.0 million available under the revolving credit facility. No amounts were drawn under the revolving facility as of March 31, 2006.

The obligations under the Credit Agreement are unconditionally guaranteed by the guarantors, and are secured by a security interest in substantially all of the tangible and intangible assets of Syniverse and the guarantors. The obligation under the Credit Agreement is also secured by a pledge of the capital stock of Syniverse and its direct and indirect U.S. subsidiaries.

The Credit Agreement contains covenants that will limit our ability and that of our guarantors to, among other things, incur or guarantee additional indebtedness, create liens, pay dividends on or repurchase stock, make certain types of investments, restrict dividends or other payments from Syniverse’s subsidiaries, enter into transactions with affiliates, sell assets or merge with other companies. The Credit Agreement also requires compliance with several financial covenants, including a maximum ratio of total indebtedness to EBITDA and a minimum ratio of EBITDA to interest expense.

We used the $240.0 million of borrowings under the new senior credit facility in combination with the net proceeds from our IPO to repay our previous senior credit facility, to pay related transaction fees and expenses and to effect a tender offer for $85.8 million of our 12 ³/4% senior subordinated notes due 2009.

26

Previous Senior Credit Facility

In February 2002, we entered into our previous senior credit facility, which provided for aggregate borrowings of up to $328.3 million. The facility was comprised of a revolving credit facility of up to $35.0 million in revolving credit loans and letters of credit with the funds available for general corporate purposes including working capital, capital expenditures, acquisitions and a term loan B facility of $293.3 million in term loans. The revolving line of credit and the term note each bore interest at variable rates based on, at our option, LIBOR or the greater of the Prime Rate and the weighted average of the rates on overnight federal funds transactions plus 0.5%.

On September 25, 2003, we amended our previous senior credit facility to: (i) increase the maximum consolidated leverage and consolidated senior debt ratios; (ii) reduce the minimum consolidated interest coverage ratios beginning with the third and fourth fiscal quarters of 2003 and the four fiscal quarters of 2004, 2005 and beyond; and (iii) reduce the minimum consolidated fixed charge coverage ratio. In addition, the amendment increased the permitted level of capital expenditures for fiscal years 2004 and 2005 and clarified that the operations of Syniverse Brience for periods prior to its acquisition would not be included in the covenant calculation.

On March 11, 2004, we further amended our previous senior credit facility to: (i) provide for the incurrence under the senior credit facility of new additional tranche B term loans, which refinanced, in full, all remaining outstanding tranche B term loans and (ii) reduce the percentage of excess cash flow which must be applied to prepay the loans to 75%. The applicable margin with respect to additional tranche B term loans was reduced to 2.5% for base rate loans and 3.5% for eurodollar loans.

On September 30, 2004, we further amended our previous senior credit facility to: (i) provide for the incurrence of new tranche B term loans, which refinanced, in full, all remaining outstanding tranche B term loans; (ii) increase the amount available under the senior credit facility by $44.5 million with borrowings of $44.5 million to fund a portion of the acquisition of the wireless clearinghouse business of IOS North America; (iii) amend various financial and other covenants; and (iv) extend the quarterly installment payment obligations of the tranche B term loans from a period ending December 31, 2006 to a period ending September 30, 2010. The applicable margin with respect to new tranche B term loans was reduced to 2.0% for base rate loans and 3.0% for eurodollar loans.

As of December 31, 2004, we had an aggregate face amount of $220.1 million of outstanding indebtedness under our previous senior credit facility representing the term note B facility, which bore interest at a variable weighted average rate of 5.4% and had a final maturity of September 30, 2010. As of December 31, 2004, there was $35.0 million available under the revolving credit facility, which had a final maturity of December 31, 2006.

On February 15, 2005, we refinanced our previous senior credit facility with a new $282.0 million senior credit facility, which contains more favorable terms with respect to, among other things, interest rates and covenants.

12 ³/4% Senior Subordinated Notes Due 2009

On February 25, 2005, we tendered for approximately $85.8 million in aggregate principal amount of our 12 ³/4% senior subordinated notes due 2009 reducing the aggregate principal amount outstanding to $159.3 million at that time. In connection with the tender offer, we paid a premium of $12.3 million, related fees of $0.1 million and accrued interest of $0.7 million. In addition to the prepayment premium of $12.3 million, the associated unamortized debt discount of $1.1 million and deferred finance costs of $1.8 million were recognized as loss on extinguishment of debt in the first quarter of 2005.

On August 24, 2005, we tendered for approximately $144.8 million in aggregate principal amount of our 12 ³/4% senior subordinated notes due 2009, reducing the aggregate principal amount outstanding to $14.5 million as of September 30, 2005. In connection with the tender offer, we paid a premium of $14.3 million, related fees of $0.5 million and accrued interest of $1.2 million. In addition to the prepayment premium of $14.3 million, the associated unamortized debt discount of $1.6 million and deferred finance costs of $2.7 million were recognized as loss on extinguishment of debt in the third quarter of 2005.

As of December 31, 2005, we had $14.5 million in aggregate principal amount of our 12 ³/4% senior subordinated notes due 2009 outstanding.

On February 1, 2006, we repurchased the remaining $14.5 million in aggregate principal amount of outstanding 12 ³/4% senior subordinated notes due 2009 at a premium of $0.9 million.

27

7 ³/4% Senior Subordinated Notes Due 2013

On August 24, 2005, we completed a private offering of $175.0 million in aggregate principal amount of our 7 ³/4% senior subordinated notes due 2013. Interest on the notes accrues at the rate of 7 ³/4% per annum and is payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2006. The net proceeds were used to repurchase $144.8 million of our outstanding 12 ³/4% senior subordinated notes due 2009, and to pay the related prepayment premium and costs of debt issuance. The remaining funds were held for the redemption of the $14.5 million of 12 ³/4% senior subordinated notes due 2009, not tendered in August 2005, plus expected payment of related premium of approximately $0.9 million.

The indenture governing our 7 ³/4% senior subordinated notes due 2013 contains certain covenants that will, among other things, limit our ability to incur additional indebtedness and issue preferred stock, pay dividends, make other restricted payments and investments, create liens, incur restrictions on the ability of our subsidiaries to pay dividends or other payments to them, sell assets, merge or consolidate with other entities, and enter into transactions with affiliates. As of December 31, 2005, we believe we are in compliance with all of the covenants contained in the indenture governing our senior subordinated notes.

On December 8, 2005, we completed an offer to exchange up to $175.0 million principal amount of our Series B 7 ³/4% Senior Subordinated Notes due 2013 for any and all outstanding 7 ³/4% Senior Subordinated Notes due 2013 (the “Old Notes”). All of the $175.0 million in aggregate principal amount of the Old Notes were validly tendered for exchange and have been accepted by us. The new notes have substantially identical terms of the original notes, except that the new notes have been registered under the Securities Act of 1933, as amended.

Effect of Inflation

Inflation generally affects us by increasing our cost of labor, equipment and new materials. We do not believe that inflation has had any material effect on our results of operations during the three months ended March 31, 2006 and 2005.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses. We consider an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated results of operations or financial condition. We have identified the following critical accounting policies that affect the more significant estimates and judgments.

Revenue Recognition

We derive revenues from six categories: Technology Interoperability Services, Network Services, Number Portability Services, Call Processing Services, Enterprise Solutions and Off-Network Database Queries. The revenue recognition policy for each of these areas is described under “Revenues” above.

Due to our billing cycles, which for some of our products lag as much as 40 days after the calendar month in which the services are rendered, we estimate the amounts of unbilled revenue each reporting period. Our estimates are based on recent volume and pricing trends adjusted for material changes in contracted service, because actual information is not immediately available. Based on a retrospective review of our actual billings compared to our estimates, our estimates have been reasonable. Historically, our estimates have approximated our actual subsequently billed revenue. Unanticipated changes in volume and pricing trends or material changes in contracted service could affect our ability to reasonably estimate unbilled revenue. This estimate is critical to our financial statements because it impacts revenue and amounts recorded as accounts receivable on our balance sheet. As of March 31, 2006, our estimated unbilled revenues were $10.8 million. A 10% change in our estimate would result in either an increase or decrease in revenues and accounts receivable of approximately $1.1 million.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to pay their invoices to us in full. We regularly review the adequacy of our accounts receivable allowance after considering the size of the accounts receivable balance, each customer’s expected ability to pay and our collection history with each customer. A portion of this analysis is dependent on our ability to gather reliable information about our customers’ specific circumstances. As part of our analysis, we review significant invoices that are past due to determine if an allowance is necessary based on the risk category using the factors described above. Based on the circumstances, we place each customer with such invoices, into a risk category and assign reserve percentages between 5% and 100%. Our estimates of allowances for doubtful accounts

28

have tracked well with our actual experience of customers who are unable to pay their invoices in full. However, uncollectible accounts that are not identified or properly assessed in our review could have a significant impact on our bad debt provision. In addition, if our customers’ financial condition or the economy in general deteriorates, we may need to increase these allowances for doubtful accounts. Our allowance for doubtful accounts has historically approximated our bad debt experience. Excluding all risk categories that are reserved at 100%, a 10% change in each one of our risk categories would cause our allowance for doubtful accounts as of March 31, 2006 and our bad debt expense for the quarter then ended to change by $0.1 million. Because we perform our analysis and establish reserves on a customer-by-customer basis, we generally do not record a general reserve. However, if we were to apply a general reserve of 1% to our unreserved accounts receivable balance, it would increase our allowance for doubtful accounts as of March 31, 2006 and our bad debt expense for the quarter then ended by approximately $0.4 million.

Allowance for Credit Memos

We maintain a general reserve based on our historical credit memo activity. In addition, we establish credit memo reserves resulting from specific customer matters. This allowance is recorded as a direct reduction of accounts receivable and revenues. Since our allowances for credit memos are derived in large part from specific customer matters, our estimates have tracked well with our actual credit memo experience. If our billing errors or discrepancies are not resolved satisfactorily or our customers’ disputes over billing are not resolved satisfactorily, increases to the allowance would be required. Recently, we have resolved some of these customer matters more favorably than originally estimated but we cannot provide any assurance this will continue. As of March 31, 2006, our allowance for credit memos totaled $6.7 million. If our allowance for credit memos, including identified specific customer matters, changed by 10%, our allowance for credit memos and revenues would change by approximately $0.7 million.

Impairment Losses on Long-Lived Assets

We review our long-lived assets, including property and equipment and intangibles with definite lives for impairment when events or changes in circumstances indicate the carrying value of such assets may not be recoverable. We also evaluate the useful life of our assets each reporting period, and if deemed to be shorter than originally estimated, the resulting impairment would increase in our annual depreciation and/or amortization expense. Other than the decision to abandon our trademark in the fourth quarter of 2003, we have not had reason to adjust our estimated lives on these assets.

The impairment review consists of a comparison of the carrying value of the assets with the assets’ expected future undiscounted cash flows without interest costs. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is deemed not to be recoverable if it exceeds the sum of its undiscounted cash flows. Estimates of expected future cash flows are management’s best estimate based on reasonable and supportable assumptions and projections. If actual market conditions are less favorable than those projected by management, asset impairment charges may be required. Management continues to evaluate overall industry and company-specific circumstances and conditions to identify indicators of impairment. No impairment was recognized in the quarter ended March 31, 2006.

Impairment Losses on Goodwill and Trademark

We evaluate goodwill and our non-amortizable intangible assets, such as trademarks, for impairment at least annually, or more frequently if indicators of impairment arise, in accordance with the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). Our evaluation consisted of measuring the trademark by using a discounted cash flow model and comparing the fair value to the carrying value. An impairment loss would be recognized to the extent that the carrying amount exceeds the asset’s fair value. Our evaluation of goodwill is measured by a two-step impairment test. The first step compares the fair value of our reporting unit, using a discounted cash flow model, with its carrying amount, including goodwill. If the carrying amount of our reporting unit exceeds its fair value, we then compare the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. An impairment loss would be recognized to the extent that the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions and projections. If actual market conditions are less favorable than those projected by management, an impairment loss may be required to be recognized. Management will continue to evaluate overall industry and company-specific circumstances and conditions as necessary. No impairment was recognized in the three month period ended March 31, 2006.

Restructuring

We have made estimates of the costs to be incurred as a part of our various restructuring plans. We have also made estimates in September 2004 related to our acquisition of IOS North America which was recorded as a part of our purchase accounting. In addition, on September 30, 2005, we formulated a restructuring plan to eliminate redundant positions at our

29

Syniverse Holdings Limited subsidiary. As a result, we incurred $0.1 million in severance related costs in the third quarter of 2005. The payments related to this restructuring plan were completed in December 2005. In February 2006, we completed a restructuring plan in our marketing group at our corporate headquarters in Tampa, Florida. As a result, we incurred $0.3 million in severance related costs in the first quarter of 2006. At March 31, 2006, our remaining restructuring accrual related to the IOS North America acquisition totaled $0.1 million and our remaining restructure relating to the restructure in our marketing development area was $0.1 million. We expect to pay the remaining restructuring costs in the second quarter of 2006. The balance in this account at March 31, 2006 continues to represent our best estimate.

Loss Contingencies

We are involved in asserted and unasserted claims, which arise in the ordinary course of our business. We routinely evaluate whether a loss is probable, and if so, whether it can be estimated. Estimates are based on similar case law matters, consultation with subject matter experts and information obtained through negotiations with counter-parties. As such, accurately depicting the outcome of pending litigation requires considerable judgment and is subject to material differences on final settlement. Accruals for probable losses are recorded in accrued expenses or as a part of our allowance for credit memos if the dispute relates to a customer matter. If our assessment of the probability is inaccurate, we may need to record additional accruals or reduce recorded accruals later. In addition, we may need to adjust our estimates of the probable loss amounts as further information is obtained or we consider settlements. Historically, we have had few changes in estimates for these accruals.

The most significant claims, in terms of dollars sought, are as follows:

SBC Communications, Inc., d/b/a SBC Ameritech, SBC Southwestern Bell and SBC Pacific Bell (collectively, SBC) have asserted claims in the amount of $7.2 million, which alleges that we overcharged SBC for services we provided to it. We deny these claims, believe that they are unfounded and intend to vigorously defend ourselves. On May 4, 2006, an Arbitrator issued a written decision denying SBC Ameritech’s $2.1 million claim and ordering it to pay us $0.1 million. We are presently engaged in litigation related to the claims raised by SBC Southwestern Bell and SBC Pacific Bell.

On April 21, 2005, Syniverse filed a complaint against BellSouth Telecommunications, Inc. in the Federal District Court in Tampa, Florida seeking judgment for unpaid charges of approximately $3.3 million related to calling name database services provided during March 2004 to July 2004 for which BellSouth has refused payment.

On August 9, 2005, we filed a complaint seeking injunctive relief and damages in Hillsborough County, Florida against Electronic Data Systems Corporation (“EDS”) and EDS Information Services LLC alleging a breach of contract, tortious interference with prospective business relations and unfair competition. This complaint was based on our discovery in the second quarter of 2005 that EDS was offering to provide clearing services to one of our customers when the customer’s contract with Syniverse expires in 2006. We believe this offer to provide clearing services to that customer constituted a breach of certain non-compete obligations of EDS contained in the 2004 Asset Purchase Agreement between EDS and us. On August 11, 2005, the Circuit Court of the 13^th Judicial Circuit for the State of Florida granted our motion for a temporary injunction and enjoined the defendants from selling the assets of their European subsidiaries unless the prospective purchaser assumed the non-compete obligations of EDS. The injunction is conditioned upon Syniverse providing a $1 million surety bond, which we have done. We intend to continue to pursue this matter vigorously.

On April 13, 2006 we were served with a Petition for Declaratory Judgment filed by Billing Concepts, Inc. d/b/a BSG Clearing Solutions (“BCI”) in Texas State Court asking the Court to find, in pertinent part, that BCI’s offering of services competitive to Syniverse in the United States and North America is not subject to the restrictions imposed on BSG-Germany. Syniverse intends to contest the Petition and will file an appropriate response in accordance with local court rules.

We have accrued our estimate of losses related to the above claims, but there could be differences, which we are unable to estimate presently. In addition, protracted litigation would also cause us to incur legal fees, which we are unable to estimate presently.

Purchase Accounting

We have made estimates of the fair values of the assets acquired as of February 14, 2002, the Softwright acquisition in December 2003 and the acquisition of IOS North America in September 2004, based primarily on appraisals from third parties and also based on certain internally generated information. If the subsequent actual and updated projections of the underlying business activity change as compared to the underlying assumptions and projections used to develop these fair values, then we could experience impairment losses, as described above. In addition, we have estimated the economic lives of certain of these assets and these lives were used to calculate depreciation and amortization expense. If our estimates of the economic lives change, then additional depreciation or amortization expense could be incurred on an annual basis. We have not made any changes in these areas. If the estimates of the economic lives on the definite-lived intangible assets acquired as of February 14, 2002 were reduced by one year, our 2006 amortization expense would increase by approximately $1.2 million.

30

Income Taxes

We review our deferred tax assets on a regular basis to evaluate their recoverability based on projections of the turnaround timing of our deferred tax liabilities, projections of future taxable income, and tax planning strategies that we might employ to utilize such assets, including net operating loss carryforwards. Unless it is “more likely than not” that we will recover such assets through the above means, we establish a valuation allowance. The effective tax rate differs from the statutory tax rate due primarily to changes in the valuation allowance. Syniverse Brience had incurred net operating losses since inception and hence was unable to recognize the benefit of these losses in its financial statements’ tax provision.

As of March 31, 2006, we have determined that a reversal of a portion of our deferred tax asset valuation allowance was justified as we have satisfied the more-likely-than-not criteria with respect to certain net deferred tax assets. As a result of this analysis, the valuation allowance as of March 31, 2006 and December 31, 2005, was $78.4 million and $79.3 million, respectively. In the future, our analysis of the need for a valuation allowance will be significantly impacted by our ability, among other things, to achieve profitability and our ability to predict and achieve future projections of pre-tax income.

We file our tax returns on a calendar year basis. As of December 31, 2005, we had Federal NOLs and capital losses totaling approximately $98.0 million and $16.3 million, respectively, many of which we succeeded to as a result of our merger with Brience. All of our NOLs remain subject to examination and adjustment by the Internal Revenue Service.

We do not believe that any of our NOLs are currently subject to any limitation under Section 382 of the Code. However, the NOLs acquired from Brience are subject to the separate return limitation rules under the consolidated return regulations. As a result, these NOLs generally can be utilized only to offset income from the consolidated group of corporations or their successors that generated such losses. In addition, under Section 382 of the Code, a corporation that undergoes an “ownership change” generally may utilize its pre-change NOLs only to the extent of an annual amount determined by multiplying the applicable long-term tax-exempt rate by the equity value of such corporation. A corporation generally undergoes an ownership change if the percentage of stock of the corporation owned by one or more 5% stockholders has increased by more than 50 percentage points over a three-year period. We do not believe the consummation of our initial public offering resulted in an ownership change under Section 382 of the Code.

It is impossible for us to ensure that an ownership change will not occur in the future as changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code. For example, the sale by one or more 5% stockholders of our common stock and changes in the beneficial ownership of such stock could result in an ownership change under Section 382 of the Code. Similarly, the exercise of outstanding stock options by our employees would count for purposes of determining whether we had an ownership change.

If we undergo an ownership change, our ability to utilize NOLs could be limited by Section 382 of the Code. The extent to which our use of our NOLs would be limited depends on a number of legal and factual determinations, some of which may be subject to varying interpretations, including the date on which an ownership change occurs, the long-term tax exempt rate, whether the equity value of the entire company or only one or more of its subsidiaries would be used in the application of the Section 382 limitation and the equity value of the company or such subsidiaries, as applicable. If it is determined that an ownership change has occurred prior to July 23, 2005, there is a significant risk that the amount of NOLs acquired from Brience that would be useable in any one year after the ownership change would be severely limited. If the limitation were significant, our limited ability to use these NOLs to offset future taxable income could materially increase our future U.S. federal income tax liability.

Adoption of Recent Accounting Pronouncements

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which requires companies to account for share-based compensation using a fair-value method and recognize the expense in the consolidated statement of income. Using the modified-prospective-transition method, stock compensation cost recognized beginning January 1, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of Statement of Financial Accounting Standards (SFAS) 123, Accounting for Stock-Based Compensation (SFAS 123), and (b) compensation cost for all share-based payments granted on or subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). Results for prior periods have not been restated. Accordingly, during the three months ended March 31, 2006, we recorded stock-based compensation expense for awards granted prior to but not yet vested as of January 1, 2006. For the three months ended March 31, 2006, stock-based compensation expense for awards granted prior to January 1, 2006 was $36. There were no awards granted during the three months ended March 31, 2006.

31

Off-Balance Sheet Arrangements

We use off-balance sheet financing primarily in the form of operating leases for facility space and equipment and we expect to continue this practice. Since the terms of these lease agreements meet the definitions of operating lease agreements, the sum of future lease payments is not reflected on our consolidated balance sheet. Furthermore, we do not use any other type of joint venture or special purpose entities that would create off-balance sheet financing. Our remaining operating lease payment obligations for 2006 total approximately $3.8 million based on leases in effect at March 31, 2006.

Forward-Looking Statements

We have made forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 in this report. The words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors including, but not limited to, the risks and uncertainties described under “Risk Factors” in our Annual Report on Form 10-K. Our actual results, performance and achievements, or industry results, may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Market Risk

We are exposed to changes in interest rates on our new senior credit facility. Our new senior credit facility is variable rate debt. Interest rate changes generally do not affect the market value of such debt but do impact the amount of our interest payments and, therefore, our future earnings and cash flows, assuming other factors are held constant. At March 31, 2006, we had $177.9 million of variable rate debt outstanding on our senior credit facility. Holding other variables constant, including levels of indebtedness, a one percentage point increase in interest rates on our variable debt would have had an estimated impact on pre-tax earnings and cash flows for the next year of approximately $1.8 million. Under the terms of the new senior credit facility at least 25% of our funded debt must bear interest that is effectively fixed. As a result, we may from time to time be required to enter into interest rate protection agreements establishing a fixed maximum interest rate with respect to a portion of our total indebtedness. As of March 31, 2006, we were not required to, and had not, entered into any interest rate protection agreements.

As of March 31, 2006 and December 31, 2005, we had variable rate debt of approximately $177.9 million and $178.8 million, respectively.

Foreign Currency Market Risk

We are exposed to foreign currency risk in certain circumstances. Certain of our international clients currently pay us in Euros and pounds sterling. Foreign currency fluctuations had an immaterial impact on our March 31, 2006 position and results of operations. However, this could change in future periods. At this time, we have not entered into any arrangements to hedge our risks from foreign currency.

ITEM 4: CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in rule 13a-15(e) under the Securities Exchange Act of 1934) as required by Rule 13a-15(b). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There has been no change in our internal control over financial reporting during the quarter ended March 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

32

PART II

OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

We are currently a party to various claims and legal actions that arise in the ordinary course of business. We believe such claims and legal actions, individually and in the aggregate, will not have a material adverse effect on our business, financial condition or results of operations. As of March 31, 2006, we have considered all of the claims and disputes of which we are aware and accrued amounts in our analysis of doubtful accounts, allowances for credit memos or probable loss accruals. Additional discussion of legal matters is incorporated by reference from Part I, Item 1, Note 6, “Commitments and Contingencies,” of this document.

ITEM 1A: RISK FACTORS

Our business, financial condition, operating results and cash flows can be impacted by a number of factors, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results. For a discussion identifying additional risk factors and important factors that could cause actual results to differ materially from those anticipated, see the discussion in “Item 1A – Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” in our 2005 Annual Report. There has been no material changes in our risk factors from those disclosed in our 2005 annual Report.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) None.

(c) In February 2006, we repurchased 77,211shares of common stock at $0.076 per share pursuant to the original terms of a senior management agreement.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5: OTHER INFORMATION

(a) Not applicable.

(b) Not applicable.

33

ITEM 6: EXHIBITS

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of Syniverse Technologies, Inc. (1)
†10.34	Amendment No. 2 to Amended and Restated Senior Management Agreement, dated as of January 10, 2006, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and G. Edward Evans. (2)
†10.35	Senior Management Agreement, dated as of January 10, 2006, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and Tony G. Holcombe. (2)
*†10.36	Senior Management Agreement, dated as of April 3, 2006, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and Nancy White.
*31.1	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.
*31.2	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.
*32.1	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.
*32.2	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.

(1) Incorporated by reference to the Registrants’ Registration Statement on Form S-4 (Registration No. 333-88168).

(2) Incorporated by reference to Registrants’ Current Report on Form 8-K dated January 9, 2006.

† Compensatory plan or agreement.

* Filed herewith.

34

SIGNATURES

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

	SYNIVERSE HOLDINGS, INC.
	(Registrant)
Date: May 11, 2006	/s/ RAYMOND L. LAWLESS
	Raymond L. Lawless
	Chief Financial Officer and Secretary
	(Authorized Officer and Principal Accounting Officer)
	SYNIVERSE TECHNOLOGIES, INC.
	(Registrant)
	/s/ RAYMOND L. LAWLESS
	Raymond L. Lawless
	Chief Financial Officer and Secretary
	(Authorized Officer and Principal Accounting Officer)

35

INDEX OF EXHIBITS

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of Syniverse Technologies, Inc. (1)
†10.34	Amendment No. 2 to Amended and Restated Senior Management Agreement, dated as of January 9, 2006, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and G. Edward Evans. (2)
†10.35	Senior Management Agreement, dated as of January 9, 2006, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and Tony G. Holcombe. (2)
*†10.36	Senior Management Agreement, dated as of April 3, 2006, by and among Syniverse Holdings, Inc. and Syniverse Technologies, Inc. and Nancy White.
*31.1	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.
*31.2	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.
*32.1	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.
*32.2	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.

(1) Incorporated by reference to the Registrants’ Registration Statement on Form S-4 (Registration No. 333-88168).

(2) Incorporated by reference to Registrants’ Current Report on Form 8-K dated January 9, 2006.

† Compensatory plan or agreement.

* Filed herewith.

36

EX-10.36

Exhibit 10.36

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) is made as of April 3, 2006, among Syniverse Technologies, Inc., a Delaware corporation (the “Company”), Syniverse Holdings, Inc., a Delaware corporation (“Parent”), and Nancy J. White (“Executive”).

WHEREAS, the services of Executive and her managerial and professional experience are of value to the Company; and

WHEREAS the Company desires to employ Executive as its Executive Vice President and Chief Marketing Officer upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment. The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement. The effective date of this Agreement shall be April 3, 2006 (the “Effective Date”). The term of Executive’s employment under this Agreement (the “Employment Period”) shall end upon the termination of Executive’s employment with the Company in accordance with the terms hereof.

2. Position and Duties.

(a) During the Employment Period, Executive shall serve as an Executive Vice President and the Chief Marketing Officer of the Company and Parent and shall have the normal duties, responsibilities, functions and authority of such position, subject to the power and authority of the Company’s Board of Directors (the “Board”) and the Company’s Chief Executive Officer and President to expand or limit such duties, responsibilities, functions and authority and the power and authority of the Board to overrule actions of officers of the Company; provided that such permitted limitations may, nevertheless, constitute “Good Reason” under Section 8. During the Employment Period, Executive shall render such administrative, marketing and other executive and managerial services to the Company and its Affiliates which are consistent with Executive’s position as the Board may from time to time direct.

(b) During the Employment Period, Executive shall report to the Chief Executive Officer and President of the Company and shall devote her best efforts and her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Affiliates. Executive shall perform her duties, responsibilities and functions to the Company and its Affiliates hereunder to the best of her abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Affiliates’ policies and procedures in all material respects. In performing her duties and exercising her authority under the

1

Agreement, Executive shall develop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other entity without the prior written consent of the Board; provided that Executive may serve as a director of Legerity, a semi-conductor manufacturer located in Austin, Texas, and may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s employment. The Company and Executive agree that Executive’s principal location of employment with the Company shall be at the Company’s headquarters in Tampa, Florida and Executive agrees to use best efforts to establish primary residence in the Tampa, Florida area within six (6) months following the Effective Date.

3. Compensation and Benefits.

(a) During the Employment Period, Executive’s base salary shall be Three Hundred Thousand Dollars ($300,000) per annum (as adjusted from time to time as provided below, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). The Compensation Committee of the board of directors of Parent (the “Compensation Committee”) shall review the Base Salary each year during the Term hereof, and Executive may receive increases in her Base Salary from time to time, based upon her performance, subject to approval of the Compensation Committee. In addition, during the Employment Period, Executive shall be entitled to participate in the Company’s employee benefit programs for which other senior executive employees of the Company are generally eligible. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

(b) In addition to Base Salary, Executive will have an opportunity to earn a cash bonus each year, commencing with calendar year 2006, as determined by the Compensation Committee, with a target annual bonus equal to sixty-five percent (65%) of Executive’s Base Salary (the “Target Bonus”) based upon the achievement with respect to any calendar year of performance objectives as approved by the Compensation Committee (the “Target Bonus Objectives”), or (ii) a maximum annual bonus, as determined by the Compensation Committee in it sole discretion, of up to one hundred percent (100%) of Executive’s Base Salary if the Compensation Committee determines that Executive and the Company have substantially exceeded the Target Bonus Objectives. The Target Bonus Objectives will be financial and other objective targets that the Compensation Committee reasonably believes are reasonably attainable at the time that they are set. Such bonus amounts, if any, shall be payable within 100 days following the end of each calendar year at such time as other executive officer bonuses are paid and, except as otherwise provided in Section 4, so long as Executive remains in the employ of the Company on December 31 of such calendar year.

(c) Subject to the approval by the stockholders of Parent of the Syniverse Holdings, Inc. 2006 Long-Term Equity Incentive Plan (the “Plan”), within three business days following such stockholder approval and on each subsequent anniversary of the Effective Date, so long as Executive remains in the employ of the Company on each such date (each, an “Issuance Date”), up to and including the fourth anniversary of the Effective Date, Executive

2

shall be granted a nonqualified option under the Plan (the “Options”) to purchase 40,000 shares of Syniverse Holdings, Inc. common stock, par value $.001 per share (the “Common Stock”), resulting in grants of Options to purchase a total of 200,000 shares of Common Stock. The per share exercise price shall be the closing price of the Common Stock on the applicable Issuance Date and, each Option shall vest, subject to Executive’s continued employment on the applicable vesting dates, in three equal annual installments of 33 ¹/3% commencing on the first anniversary of the Effective Date. Each Option will have a term of ten (10) years, subject (except as otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e)) to earlier expiration in the event of the termination of Executive’s employment.

(d) Subject to the approval by the stockholders of Parent of the Plan, within three business days following such stockholder approval Executive shall be granted a one-time restricted stock award (the “Restricted Stock Grant”) of 40,000 shares of Common Stock. Except as otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e), the Restricted Stock Grant shall vest in five equal annual installments (i.e., 20% of the shares subject to the award) on each of the first, second, third, fourth and fifth anniversary of the Effective Date, so that the Restricted Stock Grant will be fully vested and exercisable five (5) years from the Effective Date, subject (except as otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e)) to Executive’s continued employment with the Company on the relevant vesting dates. No right to any restricted stock shares subject to the award received by the Executive shall be earned or accrued except at such times and to such extent as vesting of such respective shares occurs pursuant to the terms of this Agreement. Subject to the terms of this Agreement, the shares subject to the Restricted Stock Grant shall be evidenced by the Company’s standard form of restricted stock agreement.

(e) The Company shall reimburse Executive for all reasonable business expenses incurred by her in the course of performing her duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. Notwithstanding any Company policy to the contrary, Executive’s international travel shall be Business Class (or, if Business Class is not available, First Class) and her domestic travel shall be First Class.

(f) On or as soon as reasonably practicable following the Effective Date, Executive will receive a one-time bonus payment of $150,000, payable in accordance with the Company’s customary payroll practice, as compensation or reimbursement for all moving, transition and relocation expenses and legal expenses incurred in connection with this Agreement.

(g) The Company shall provide Executive with a housing allowance to be used by Executive to defray the cost of Executive’s housing in the Tampa Bay area as follows: (i) $2,000 per month for the first eighteen (18) months of Executive’s employment with the Company, and (ii) $1,000 per month for the second eighteen (18) months of Executive’s employment with the Company.

3

(h) All amounts payable to Executive as compensation hereunder, including, without limitation, the Options and the Restricted Stock Grant, shall be subject to all required and customary withholding by the Company as provided in Section 18 herein.

4. Termination.

(a) Executive’s employment with the Company may be terminated for Cause at any time by the Company. Upon such a termination, the Company shall have no obligation to Executive other than the payment of Executive’s earned and unpaid compensation to the effective date of such termination and as provided in Section 4(g).

(b) If during the Employment Period, Executive shall become ill, mentally or physically disabled, or otherwise incapacitated so as to be unable regularly to perform the duties of her position for a period in excess of twelve (12) weeks (“Permanent Disability”), then the Company shall have the right to replace the Executive. If the Executive maintains the Permanent Disability for a period exceeding twenty-six weeks then the Company shall have the right to terminate Executive’s employment with the Company upon written notice to Executive. In the event of Executive’s death or in the event the Company terminates Executive’s employment as a result of her Permanent Disability, Executive or Executive’s estate shall be entitled to the benefits that she would have been entitled to receive if Executive’s employment had been terminated by the Company without Cause pursuant to Section 4(d) (subject to the provisos and conditions set forth therein); provided, however, that, except as provided in Section 4(g), the Company shall have no other obligation to Executive or Executive’s estate pursuant to this Agreement in the event of Executive’s death or in the event that Executive’s employment with the Company is terminated as a result of her Permanent Disability.

(c) Executive may voluntarily resign from her employment with the Company without Good Reason, provided that Executive shall provide the Company with thirty (30) days advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of her intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of Executive’s earned but unpaid compensation to the effective date of such termination and as provided in Section 4(g).

(d) Executive’s employment with the Company may be terminated at any time by the Company without Cause. If the Company terminates Executive’s employment without Cause, the Company shall have the following obligations to Executive (but excluding any other obligation, except as provided in Section 4(g), to Executive pursuant to this Agreement):

(i) The continuation of her Base Salary, as severance, payable in accordance with the Company’s general payroll practices (in effect from time to time) for a period commencing on the date of termination and ending 12 (twelve) months from the date of termination (the “Severance Period”);

(ii) Executive shall be entitled to receive any unpaid Target Bonus, if any, for the previous fiscal year and a pro rata portion of the Target Bonus, if any, for the then current fiscal year, such amounts to be payable at such times as they would be payable if Executive’s employment had not been terminated;

4

(iii) If Executive makes a timely election for COBRA with respect to the health, medical, dental, life and disability plans provided to Executive at the time of such termination (the “Welfare Plans”), the Company shall pay that portion of the COBRA premium that the Company pays for active employees with the same coverage for the shorter of (A) twelve (12) months and (B) the period that Executive is eligible for COBRA; and

(iv) The exercise period with respect to all vested Options not previously exercised shall extend for a period of 180 days following the termination of employment but not beyond their initial ten-year term;

provided, however, that the continuation of such salary and benefits shall cease on the occurrence of any circumstance or event that would constitute Cause under Section 8 (including any material breach of the covenants contained in Section 5 or Section 6 below; provided further, that Executive’s eligibility to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer.

(e) Executive’s employment with the Company may be terminated by Executive for Good Reason on thirty (30) days advance written notice to the Company, which notice shall detail the specific basis for such termination. The Company shall be given the opportunity to cure the basis for such termination within such thirty (30) day period. If Executive terminates her employment under this Section 4(e), Executive shall be entitled to receive the same benefits as if her employment had been terminated by the Company without Cause under Section 4(d) (subject to the provisos and conditions set forth therein).

(f) Notwithstanding the foregoing, if Executive is a “specified employee” within the meaning of Section 416(i) of the Internal Revenue Code and Proposed Treasury Regulation § 1.409A-1(i) and exemptions under Proposed Treasury Regulation § 1.409A are not applicable to any such payment, payments under Section 4(d)(i) and (iii), whether payable by reason of Section 4(b), 4(d) or 4(e), may not be made before the date that is six months after the termination of Executive’s employment with the Company (or, if earlier, the date of death of the specified employee). In such case, all payments to which Executive is entitled during the first six months shall be accumulated and paid on the first day of the seventh month following the termination of Executive’s employment with the Company.

(g) Executive acknowledges that any payments and benefits under this Section 4 resulting from a termination of Executive’s employment with the Company are in lieu of any and all claims that Executive may have against the Company and its Affiliates (other than (i) benefits under the Company’s employee benefit plans, including the Plan, that by their terms survive termination of employment, (ii) benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (iii) rights with respect to unreimbursed business expenses, if any, pursuant to Section 3(e) and (iv) rights to indemnification under certain indemnification arrangements for officers of the Company, and represent liquidated damages (and not a penalty). The Company may require that the Executive execute and not revoke a release of claims in a form provided by the Company as a condition to Executive’s receipt of such payments. The Company acknowledges that no such payment shall be reduced by any amount Executive may earn or receive from employment or other source after the Separation and that Executive shall have no obligation to seek other employment or otherwise to mitigate the Company’s payment obligations.

5

5. Confidential Information.

(a) Obligation to Maintain Confidentiality. Executive acknowledges that the information and data obtained by her during the course of her performance under this Agreement concerning the business and affairs of the Company, Parent and their respective Subsidiaries and Affiliates, including information concerning acquisition opportunities in or reasonably related to the Company’s and Parent’s and their respective Subsidiaries’ business or industry of which Executive becomes aware during the Employment Period (collectively, “Confidential Information”), are the property of the Company, Parent or such Subsidiaries and Affiliates. Therefore, Executive agrees that she will not disclose to any unauthorized Person or use for her own account any Confidential Information without the Board’s prior written consent. Executive agrees to deliver to the Company at a Separation, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of the Company, Parent and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which she may then possess or have under her control. Notwithstanding the foregoing, the restrictions contained herein shall not apply to any information which Executive can demonstrate by written record (i) was already available to the public, otherwise than by breach of this Agreement, or (ii) was the subject of a court order for Executive to disclose, provided that Executive shall give the Company prompt notice of any and all such requests for disclosure so that it may take all necessary or desired action to avoid or limit disclosure.

(b) Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Parent’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Parent or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Parent or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Parent or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Parent or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Parent or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Parent’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

6

(c) Third Party Information. Executive understands that the Company, Parent and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s, Parent’s and their respective Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 5(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company, Parent or their respective Subsidiaries or Affiliates who need to know such information in connection with their work for the Company, Parent or their respective Subsidiaries or Affiliates) or use, except in connection with her work for the Company, Parent or their respective Subsidiaries or Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing or required by applicable law or by judicial, legislative or regulatory process.

(d) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Parent or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of her duties only information which is (i) generally known and used by Persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, Parent or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

6. Non-Compete, Non-Solicitation. Executive acknowledges that in the course of her employment with the Company she will become familiar with the Company’s, Parent’s and their respective Subsidiaries’ trade secrets and with other confidential information concerning the Company, Parent and such Subsidiaries and that her services will be of special, unique and extraordinary value to the Company and Parent and such Subsidiaries. Therefore, Executive agrees that:

(a) Noncompetition. During the Employment Period and (i) in the event of a termination of Executive’s employment by the Company without Cause or the Executive for Good Reason, the Severance Period or (ii) in the event of a termination of Executive’s employment for any other reason, for a period of two years thereafter (collectively, the “Noncompete Period”), she shall not, anywhere in the world, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in (A) any business relating to the provision of interoperability solutions, clearing and settlement services, software and network services and related services to telecommunications companies and other third parties, (B) any other type of business in which the Company or one of its Affiliates is also engaged, or plans to be engaged, so long as Executive is involved in such business or planned

7

business on behalf of the Company or one of its Affiliates, or (C) any business in which the Company, Parent or any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company, Parent or their respective Subsidiaries during the six-month period immediately prior to the Separation; provided, however, that the Executive may own up to 2% of any class of an issuer’s publicly traded securities.

(b) Nonsolicitation. During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Parent or their respective Subsidiaries to leave the employ of the Company, Parent or such Subsidiary, or in any way interfere with the relationship between the Company, Parent and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company, Parent or any of their respective Subsidiaries within one year prior to the time such employee was hired by Executive, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Parent or any of their respective Subsidiaries to cease doing business with the Company, Parent or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company and any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Parent or any of their respective Subsidiaries and with which the Company, Parent and any of their respective Subsidiaries has, in the two-year period immediately preceding a Separation, entertained discussions or has requested and received information relating to the acquisition of such business by the Company, Parent or any of their respective Subsidiaries.

(c) Non-disparagement. Executive agrees that at no time during her employment by the Company and for a period of two years thereafter, shall she make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, in any material respect, the reputation, business or character of the Company or any of its Affiliates or all of their respective directors, officers or employees; provided that Executive shall not be required to make any untruthful statement or to violate any law.

(d) Extension of Noncompete Period. The Noncompete Period shall be extended by the length of any period during which Executive is in breach of the terms of this Section 6.

(e) Enforcement. If, at the time of enforcement of Section 5 or this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company, Parent, their respective Subsidiaries or Affiliates or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

8

(f) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 6 are in consideration of: (i) employment with the Company, (ii) the issuance of the Options and the Restricted Stock Grant by Parent and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 5 and this Section 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Parent and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Parent or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Parent will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of her responsibilities, Executive will be traveling in furtherance of Parent’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Parent and their respective Subsidiaries of the non-enforcement of Section 5 and this Section 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Parent now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

7. Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which she is bound, (ii) Executive is not a party to or bound by any other employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that she has consulted with independent legal counsel regarding her rights and obligations under this Agreement and that she fully understands the terms and conditions contained herein.

8. Definitions.

“Affiliate” means, (i) with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or any other Person controlling, controlled by or under common control with such Investor; provided that, with respect to the Company and Parent, “Affiliate” shall not include the Investors or any Person who would not be an Affiliate of the Company or Parent but for such Person’s relationship to an Investor.

9

“Cause” shall mean (i) the commission of a felony or a crime involving moral turpitude or the commission of fraud with respect to Parent, the Company or any of their respective Subsidiaries or any of their customers or suppliers, (ii) conduct, including any act or omission involving dishonesty, tending to bring Parent, the Company or any of their respective Subsidiaries into substantial public disgrace or disrepute, (iii) substantial and repeated failure (other than any such failure resulting from Executive’s illness, disability or incapacity) to perform duties of the office held by Executive as reasonably directed by the Board, provided that a failure to attain financial, strategic or other objectives is not, in and of itself, a failure to perform duties, (iv) gross negligence or willful misconduct with respect to Parent, the Company or any of their respective Subsidiaries, provided that conduct is not “willful” if taken in good faith and with a reasonable belief that such conduct was in the best interests of the Company, or (v) any material breach of Sections 5, 6 or 7 or the first, second (with respect to compliance with the Company’s and its Affiliates’ policies and procedures), fourth and sixth sentences of Section 2(b).

“Good Reason” means without the Executive’s prior written consent, (i) requiring Executive to relocate her office outside of the Company’s headquarters or outside of a 50-mile radius from Tampa, Florida (it being understood that Executive shall be required to travel to the extent necessary to meet the needs of the Company and its business); (ii) Executive is assigned duties which, in the aggregate, represent a material reduction of her responsibilities as described by Section 2(a); (iii) the Company reduces the Base Salary as in effect on the date hereof or as the same may be increased from time to time; (iv) any material reduction, in the aggregate, of the benefits provided to Executive pursuant to Section 3, other than in connection with a reduction in benefits generally applicable to senior executives of the Company; or (v) the stockholders of Parent fail to approve the Plan by June 30, 2006.

“Investors” means GTCR Fund VII, L.P., a Delaware limited partnership, GTCR Fund VII/A, L.P., a Delaware limited partnership, GTCR Co-Invest, L.P., a Delaware limited partnership, and any other investment fund managed by GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

“Public Offering” means the sale in an underwritten public offering registered under the Securities Act of 1933, as amended, of equity securities of the Company or Parent or a corporate successor to the Company.

“Sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the aggregate acquire(s) (i) beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act) of equity securities of the Company or Parent possessing the voting

10

power (other than voting rights accruing only in the event of a default, breach or event of noncompliance that has not yet occurred) to elect a majority of the Board or of the board of directors of Parent (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s or Parent’s equity, securityholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company’s or Parent’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

9. Survival. Sections 4 through 23, inclusive, shall survive and continue in full force in accordance with their terms notwithstanding the expiration or termination of the Employment Period.

10. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to Executive:

To the address specified in the personnel files of the Company

and

Butzel Long, Attorneys, 1200 N. Federal Highway, Suite 420, Boca

Raton, FL 33432. Attention: J. Raymond

11

Notices to the Company:

Syniverse Technologies, Inc.

One Tampa City Center

Suite 700

Tampa, Florida 33602

Attention: General Counsel

and

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Attention: Stephen L. Ritchie, P.C

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.

11. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

12. Complete Agreement. This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

13. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

14. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

15. Successors and Assigns; No Third Party Beneficiaries. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign her rights or delegate her duties or obligations hereunder without the prior written consent of the Company. This Agreement shall not confer any rights or remedies upon any person other than the Executive, the Company, Parent, the Company’s Affiliates and their respective heirs, successors and permitted assigns.

12

16. Choice of Law. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF FLORIDA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

17. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board), Parent and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate the Employment Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

18. Indemnification and Reimbursement of Payments on Behalf of Executive. The Company and its Affiliates shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Affiliates to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Affiliates or Executive’s ownership interest in the Company (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). In the event the Company or any of its Affiliates does not make such deductions or withholdings, Executive shall indemnify the Company and its Affiliates for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

19. Consent to Jurisdiction. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the Middle District of Florida, Tampa Division located in Tampa, Florida, for the purposes of any suit, action or other proceeding arising out of this Agreement, any related agreement or any transaction contemplated hereby or thereby. Each of the parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in such court with respect to any matters to which it has submitted to jurisdiction in this Section 19. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, any related document or the transactions contemplated hereby and thereby in the United States District Court for the Middle District of Florida, Tampa Division located in Tampa, Florida, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

20. Waiver of Jury Trial. As a specifically bargained for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with counsel), each party hereto expressly waives the right to trial by jury in any lawsuit or proceeding relating to or arising in any way from this Agreement or the matters contemplated hereby.

13

21. Corporate Opportunity. During the Employment Period, Executive shall submit to the Board all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to any lines of business that the Company or its Affiliates derive more than $50,000 annually of their revenue from or with respect to which the Company and its Affiliates have made a significant investment (“Corporate Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf or on behalf of another person or entity in or with respect to whom Executive has any economic interest.

22. Executive’s Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company and its Affiliates in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s cooperation in accordance with this Section, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts.

23. Interpretation. Unless the context otherwise requires, references in this Agreement to Sections are to Sections of this Agreement.

24. Indemnification and Insurance. The Company and Parent shall each indemnify Executive to the fullest extent permitted by their respective Certificates of Incorporation and By-Laws and the General Corporation Law of the State of Delaware. Executive shall be entitled to indemnification and advancement of expenses on terms no less favorable than those provided to any other officer or director of the Company or Parent. The Company and Parent shall maintain officers’ and directors’ liability insurance coverage for Executive while she is employed by the Company or Parent and, at all times thereafter for the duration of any period of limitations during which any action may be brought against Executive, in such amounts and to the same extent as the Company and Parent covers any other officer or director of the Company or Parent.

*    *    *    *    *

14

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Syniverse Technologies, Inc.
By:	/s/ Raymond L. Lawless
Its:	Chief Financial Officer
Syniverse Holdings, Inc.
By:	/s/ Raymond L. Lawless
Its:	Chief Financial Officer
	/s/ Nancy J. White
	Nancy J. White

15

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Tony G. Holcombe, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Syniverse Holdings, Inc. and Syniverse Technologies, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [reserved]

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC.
Date: May 11, 2006	By:	/s/ Tony G. Holcombe
		Tony G. Holcombe Chief Executive Officer

37

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Raymond L. Lawless, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Syniverse Holdings, Inc. and Syniverse Technologies, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [reserved]

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	SYNIVERSE HOLDINGS, INC. SYNIVERSE TECHNOLOGIES, INC.
Date: May 11, 2006	By:	/s/ Raymond L. Lawless
		Raymond L. Lawless Chief Financial Officer

38

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the accompanying Quarterly Report of Syniverse Holdings, Inc. and Syniverse Technologies, Inc. (the “Companies”) on Form 10-Q for the period ended March 31, 2006 (the “Report”), I, Tony G. Holcombe, Chief Executive Officer of the Companies, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

Date: May 11, 2006	/s/ Tony G. Holcombe
	Tony G. Holcombe Chief Executive Officer

The above certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

39

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the accompanying Quarterly Report of Syniverse Holdings, Inc. and Syniverse Technologies, Inc. (the “Companies”) on Form 10-Q for the period ended March 31, 2006 (the “Report”), I, Raymond L. Lawless, Chief Financial Officer of the Companies, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

Date: May 11, 2006	/s/ Raymond L. Lawless
	Raymond L. Lawless Chief Financial Officer

The above certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

40