Commvault Systems Annual Report 2015

FY2015 Annual Report · Commvault Systems

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DATA CONVERSATIONS ARE CHANGING. AND SO ARE WE.

L R

5 A

ABOUT COMMVAULT
Commvault Systems, Inc. (NASDAQ: CVLT) is a data storage and management software company. Based in Tinton
Falls, New Jersey, it was incorporated in 1996 and now has revenues of $607.5 million. With more than 21,200
historical customers and 2,200 employees, Commvault has distinguished itself as a leader in data management.

Commvault’s data protection and information management solutions provide mid- and enterprise-level
organizations worldwide with a significantly better way to get value from their data.

All of the applications in Commvault’s end-to-end data protection and information management solutions offer
flexible deployment options and are built from the ground up, on the same platform. As a result, they talk to each
other, work with each other and look like each other.

Commvault can help companies protect, access and use all of their data, anywhere and any time, turning data
into a powerful strategic asset.

• Protect.

Commvault keeps it simple: all customer data is protected and secure.

• Access.

Virtual native format with full indexing means you’re searching the actual content, and guarantees the most
immediate availability in the industry.

• Comply.

Produce, retrieve and review all discoverable information, on demand. No waiting.

• Share.

Get control with secure enterprise file sharing and anytime/anywhere data access.

FINANCIAL HIGHLIGHTS

In thousands, except headcount and customers

2011

2012

2013

2014

2015

INCOME STATEMENT

Revenue

$314,776

$406,639

$495,850

$586,340

$607,543

Non-GAAP operating income1

$ 52,888

$ 73,689

$113,089

$151,852

$104,731

Non-GAAP operating income margin1

16.8%

18.1%

22.8%

25.9%

17.2%

BALANCE SHEET

Cash, cash equivalents and short-term investments $218,320

$300,234

$435,912

$482,709

$387,609

Total assets

$342,499

$432,688

$604,854

$755,384

$713,466

SELECTED ADDITIONAL INFORMATION

Net cash provided by operating activities

$ 52,410

$100,000

$112,683

$119,137

$123,847

Historical customers at March 31 (approx.)

Headcount at March 31

14,000

1,268

16,100

1,437

18,200

1,740

20,000

1,973

21,200

2,287

1 Denotes Non-GAAP operating income, which excludes stock based compensation expense and FICA expense on stock option exercises and vesting in restricted stock awards. Fiscal 2015
non-GAAP results also exclude non-routine costs related to the company’s move to a new corporate headquarters. GAAP results can be found in the accompanying Annual Report on
Form 10-K. A reconciliation of GAAP to non-GAAP results can be found on our website at www.commvault.com.

A MESSAGE FROM THE CHAIRMAN OF THE BOARD
N. ROBERT HAMMER CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER

Dear Stockholders,

During fiscal 2015, we embarked on a major
transformation of the company to better position
Commvault to effectively deal with the disruptive
technological changes occurring in the industry
and a much more complex competitive environ-
ment. We believe the successful execution of our
transformation will position Commvault for long-
term revenue and earnings growth.

Commvault is dedicated to providing customers
worldwide with a radically better way to protect,
manage, and access data and information. We have
innovative technology that is recognized by our
customers and independent third-party analysts
as the best in the industry. We have cultivated a
large, satisfied customer base and partner eco-
system necessary to foster continued growth. As
enterprise-level and midsize companies continue
to demand products, solutions, and services that
protect, secure, and create value from their data,
Commvault will continue to leverage our differen-
tiated solutions and unparalleled expertise to meet
these needs.

In order to return Commvault to solid revenue and
earnings growth, we have undertaken a major busi-
ness transformation. Importantly, most of the key
foundational elements to reposition and strengthen
Commvault’s position in the market are now in place.

2015 Financial Results

For the full fiscal year on a constant currency basis,
total revenues were up 6%; software revenues
decreased 1%; EBIT margin was 17.8%; and earn-
ings per share was $1.48.

The strengthening of the U.S. dollar had a signifi-
cant negative impact on our international results for
the fiscal year.

On an as-reported basis, which have not been
adjusted for foreign exchange movements, we
achieved total reported revenues of $607.5 million, up
4% over the prior year. Software revenue decreased
on a year-over-year basis by 4%, while our services
business grew 11%. Fiscal 2015 non-GAAP operating
income was $104.7 million, down 31% over the prior
year. Fiscal 2015 non-GAAP earnings per share were
$1.40 versus $1.94 for fiscal 2014.1

Significant technological shifts in the industry and
increasingly complex competitive landscapes,
combined with our own internal business transfor-
mation, slowed our revenue growth in fiscal 2015.

We generated $123.8 million of cash flow from oper-
ations for fiscal year 2015, ending the year with over
$387 million of cash and short-term investments and
no debt.

1 GAAP results can be found in the accompanying Annual Report on Form 10-K. A reconciliation of GAAP to non-GAAP results can be found on our website at

www.commvault.com.

COMMVAULT 2015 ANNUAL REPORT

During fiscal 2015, we repurchased approximately 3.2 million
shares of our common stock at a cost of approximately
$155 million. As of our fiscal 2015 earnings call, there
remained $100 million available in our repurchase program
through March 2016.

We recently completed and moved into our new worldwide
campus headquarters in Tinton Falls, New Jersey. The new
state-of-the-art headquarters makes a very strong statement
to customers, partners, and stockholders that we are build-
ing the company for the long-term.

Commvault Next: Making Important Progress
Transforming Commvault to Drive Revenue Growth
and Stockholder Value

To ensure that we capture the most compelling value
for our stockholders, we are building a strong foundation for
revenue growth by:

• Enhancing Commvault’s core enterprise data

management solution;

• Introducing additional products and services

designed to help customers on their journey to
leverage cloud capabilities;

• Increasing focus on information management—including
compliance and legal, data loss prevention, secure file
sharing, mobile, and business analytics;

• Introducing stand-alone solutions that are engineered,
priced and packaged for selected segments of both
the enterprise and the mid-market. They include products
for data protection, cloud automation, mobile, disaster
recovery, development and test scenarios, and specialized
appliances;

• Introducing SaaS based solutions starting with data protec-

tion and mobile;

• Developing solutions for, and targeting selling efforts to,
selected vertical segments of the market—most notably
healthcare;

• Expanding and strengthening distribution channels both in

the enterprise, cloud and mid-market; and

• Expanding strategic consulting services.

The value and growth opportunity inherent in our strategy is
achievable and significant, and the majority of these foundational
initiatives are now in place. Throughout fiscal 2015, Commvault:

• Increased distribution leverage via new and existing

distribution partners and channels. Our resellers and
distribution partners are very important to our growth and
market reach. We have various programs in place with our
resellers, systems integrators, storage partners, managed
service providers, and cloud service providers. We will
continue to invest in such programs.

• Invested to build brand awareness and relevancy with our
key velocity partners. As a result, we are gaining better
access, mind share and strategic commitment from these
partners to significantly grow Commvault’s revenue. We plan
to bolster our collaboration with these key partners to drive
the momentum of our ongoing transformation.

• Reinvigorated overall marketing approach. This includes
the evolution of the brand messaging to support many of
the elements noted above, significant changes to our digital
and outbound marketing lead generation capabilities, a
focus on predictive modeling to increase efficiency, and an
overall re-branding of the company.

The Commvault Next transformation initiatives better align us
with the fundamental changes in the market and are enabling
us to improve the productivity of our sales teams. We are con-
fident that the actions we are taking will enable us to leverage
Commvault’s competitive advantages and again deliver strong
operating and financial performance.

Introducing New Products to Meet and Exceed the
Evolving Needs of Customers

We significantly enhanced our core software platform func-
tionality. In the second half of fiscal 2015 and the first quarter
of fiscal 2016, we launched a new round of standalone solu-
tions and expanded the capabilities of our current products.
The majority of these solutions can be deployed on premise,
in the cloud, or as a service from the cloud. These new prod-
uct introductions are an instrumental piece of Commvault’s
transformation and outperform our competitions’ products
since they were designed to function seamlessly as part of
our unique, singular data and information software platform.

We also introduced new pricing and delivery models during
fiscal 2015. Our new pricing and packaging structures are
enabling us to more effectively address customer buying
preferences as well as the sales and distribution needs of
Commvault’s partners.

We now have an updated, substantially more focused, and
competitive product line. Our recently introduced standalone
products have significant market traction, with approximately
500 customers purchasing our new virtualization products, half
of whom are new Commvault customers.

Additionally, we introduced new strategic consulting services
and comprehensive operational management capabilities,
including process automation, alerting and embedded log
analytics for both operational and business analytics use
cases. Our operations management capabilities are resonat-
ing very well with our customers. We also introduced pro-ac-
tive support based on our operational analytics functionality.

REVENUE

FYE March ($mm)

$495.9

$406.6

$314.8

NON-GAAP
OPERATING INCOME

FYE March ($mm)

$151.9

$607.5

$586.3

CASH FLOW
FROM OPERATIONS

FYE March ($mm)

$123.8

$119.1

$112.7

$100.0

$113.1

$104.7

$73.7

$52.9

$52.4

These new products, capabilities, services, and support are
designed to strengthen our competitive position, increase
our available market, provide significant additional channel
leverage, and increase our value and relevancy to our large
enterprise accounts.

Continuing to Garner Industry Recognition

Commvault’s technology leadership and product introduc-
tions continue to be recognized as the best in the industry by
respected third parties such as Gartner. For the fifth year in a
row, Commvault once again earned the strongest position in
the “Leaders” quadrant of Gartner Inc.’s coveted 2015 Magic
Quadrant for Enterprise Backup Software and Integrated
Appliances. Being recognized as a Leader by Gartner for five
straight years is a remarkable achievement. The leadership
position demonstrates our continued market leadership, innova-
tion, and ability to execute in an extremely competitive industry.
We are proud that our consistency, reliability, and ability to adapt
in a constantly changing market continue to be recognized by
independent industry experts and other influential third parties.

New Business Unit Structure to Enhance Efficiency
and Further Support Innovation

In fiscal 2015, we took a fresh look at our business units to
ensure that Commvault has the organizational structure to
best position the company for the future.

As a result, we introduced a new business unit structure
that replaced the former product management function, one
that will enable Commvault to be even more focused and
efficient across our business, to deliver continued success,
and to drive innovation. Today, Commvault has four business
units: (1) Data Protection and Recovery; (2) Virtualization,
Cloud Ops and Orchestration; (3) Information and Mobility
Management; and (4) Vertical Solutions focused most nota-
bly on healthcare.

Our new business unit structure is responsible for not only
the technical road map, but also ensuring that all nec-
essary elements are in place to meet the strategic and

GARTNER 2015 MAGIC QUADRANT
for Enterprise Backup Software and
Integrated Appliances

Being recognized as a leader by Gartner for five
years running reinforces our commitment to
delivering unique, innovative solutions for data and
information management.

Source: Gartner

• This Magic Quadrant graphic was published by Gartner, Inc. as part of a larger

research note and should be evaluated in the context of the entire report.

• The Magic Quadrant is a graphical representation of a marketplace at and for a

specific time period.

• It depicts Gartner’s analysis of how certain vendors measure against criteria for

that marketplace, as defined by Gartner.

• A complimentary copy of the complete Gartner report is available through the

Commvault website.

• Gartner does not endorse any vendor, product or service depicted in its

research publications, and does not advise technology users to select only
those vendors with the highest ratings. Gartner research publications consist
of the opinions of Gartner’s research organization and should not be construed
as statements of fact. Gartner disclaims all warranties, expressed or implied,
with respect to this research, including any warranties of merchantability or
fitness for a particular purpose.

COMMVAULT 2015 ANNUAL REPORT

revenue objectives for that unit. The business unit leaders
are responsible for making sure their solutions have all the
elements in place for success in the market: functionality,
pricing, packaging, messaging, lead generation, channel
programs, and enablement.

Next Major Version of our Software Platform

Our next generation platform is currently in beta testing.
The next version of Commvault software, which we expect to
release later in fiscal 2016, is a major upgrade with substan-
tial enhancements.2

The next version will include significant changes to how we
index and transport data in order to make it much easier and
less costly to manage data in and out of the cloud and to provide
a much more powerful platform for business analytics. These
enhancements will also have significant cost, performance,
scale, access, recovery, and enhanced security functionality.
Backup windows will be eliminated and all data will be acces-
sible in native production-ready formats. The new platform
will also make it easier for us, our customers, and partners to
develop unique business analytics solutions.

The platform will be an open architecture that allows
seamless integration with new open infrastructures and will
address customer demands to avoid vendor lock-in. It will
also enable the implementation of business analytics solu-
tions, some of which are also currently in beta.

In Closing

We are transforming Commvault to stay ahead of the dramatic
technological changes in our industry and better align with the
current and emerging needs of our customers. These changes
strengthen our competitive position, increase our available
market, and make it easier for our channel partners to sell our
products. These efforts will enable us to execute on our plan
to significantly improve revenue and earnings growth. We are
confident in our transformation as we have already seen early
solid customer purchases of our new functionality and solution
sets and have received positive partner response to our new
pricing and packaging models.

We have industry leading core, fundamental technologies
which have been validated by being positioned in the stron-
gest position in the “Leaders” quadrant of Gartner’s presti-
gious Magic Quadrant for Enterprise Backup Software and
Integrated Appliances for the fifth consecutive year.

Commvault is delivering an industry leading compliment of
products, services, and support. We are strengthening our
enterprise sales force as well as our distribution in the enter-
prise, mid-market, and the cloud. The team is focused, highly
energized, and committed to Commvault’s transformation.

To close, I would like to thank the worldwide Commvault

team, our customers, and our partners. We are confident in

our ability to create both short- and long-term stockholder

value. Thank you for your support and the confidence you

continue to show in our company.

N. Robert Hammer

Chairman, President and

Chief Executive Officer

2 Please note that the development and timing of any release, as well as any of its features or functionality, remain at our sole discretion.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2015

Commission File Number: 1-33026

CommVault Systems, Inc.
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

1 CommVault Way
Tinton Falls, New Jersey

(Address of principal executive offices)

22-3447504

(I.R.S. Employer
Identification No.)

07724

(Zip Code)

(732) 870-4000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Common Stock, $0.01 par value

Name of each exchange on which registered

The NASDAQ Stock Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by the Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was
required to submit and post such files.) Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See

definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

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

As of September 30, 2014, the last business day of the Registrant’s most recently completed second fiscal quarter; the aggregate market value of voting and
non-voting common stock held by non-affiliates of the registrant (based upon the closing price of the common stock as reported by The NASDAQ Stock Market) was
approximately $2.1 billion.

As of May 1, 2015, there were 45,230,578 shares of the registrant’s common stock ($0.01 par value) outstanding.

Information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the registrant’s definitive Proxy Statement for its
2015 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the registrant’s fiscal year ended March 31,
2015. Except as expressly incorporated by reference, the Proxy Statement shall not be deemed to be part of this report on Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

Page

COMMVAULT SYSTEMS, INC.

FORM 10-K

FISCAL YEAR ENDED MARCH 31, 2015

TABLE OF CONTENTS

PART I

PART II

Business

Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.

Properties

Item 3.
Item 4. Mine Safety Disclosures

Legal Proceedings

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities

Selected Financial Data

Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8.

Financial Statements and Supplementary Data

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information

PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services

Item 15. Exhibits and Financial Statement Schedules
SIGNATURES

PART IV

FORWARD-LOOKING STATEMENTS

The discussion throughout this Annual Report on Form 10-K contains forward-looking statements. In some cases, you
can identify these statements by our use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “estimate,”
“expect,” “plan,” “believe,” “predict,” “potential,” “project,” “intend,” “could” or similar expressions. In particular, statements
regarding our plans, strategies, prospects and expectations regarding our business are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You should be aware that
these statements and any other forward-looking statements in this document reflect only our expectations and are not
guarantees of performance. These statements involve risks, uncertainties and assumptions. Many of these risks, uncertainties
and assumptions are beyond our control and may cause actual results and performance to differ materially from our
expectations. Important factors that could cause our actual results to be materially different from our expectations include the
risks and uncertainties set forth under the heading “Risk Factors.” Accordingly, you should not place undue reliance on the
forward-looking statements contained in this Annual Report on Form 10-K. These forward-looking statements speak only as of
the date on which the statements were made. We undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 1.

Business

Company Overview

PART I

CommVault is a leading provider of data and information management software applications and related services.

CommVault was incorporated in 1996 as a Delaware corporation. We develop, market and sell data and information
management software applications under the Simpana® Software brand. Simpana software is built from the ground up on a
single platform and unified code base for integrated data and information management. The Simpana platform contains
licensable modules that work together seamlessly, sharing a single code and common function set to deliver Backup and
Recovery, Archive, Replication, Search & eDiscovery and Analytic capabilities across physical, virtual and cloud
environments. With a single platform approach, Simpana software is specifically designed to protect, manage and access data
throughout its lifecycle in less time, at lower cost and with fewer resources than alternative solutions. Simpana software
provides our customers with:

•
•
•
•
•
•
•
•
•
•

High-performance data protection, including backup and recovery;
Data migration and archiving;
Snapshot management and replication of data;
Integrated source and target data deduplication;
eDiscovery and compliance solutions;
Self-service access;
A secure virtual repository using Simpana ContentStore;
Enterprise-wide search capabilities;
Protection, recovery and discovery of data in virtual server and cloud environments; and
Robust built-in analytics and troubleshooting tools.

Our product features and capabilities enable our customers to deploy solutions for data protection, business
continuance, corporate compliance and centralized management and reporting. We also provide our customers with a broad
range of professional services that are delivered by our worldwide support and field operations.

Simpana software enables our customers to simply and cost effectively protect and manage their enterprise data
throughout its lifecycle, from the mobile worker to the remote office, to the data center, covering the leading operating systems,
relational databases, virtualized environments and applications. In addition to addressing today’s data and information
management challenges, our customers can realize lower capital costs through more efficient use of their enterprise-wide
storage infrastructure assets. This includes the automated movement of data from higher cost to lower cost storage devices
throughout its lifecycle, and through sharing and better utilization of storage resources across the enterprise. Simpana can also
provide our customers with reduced operating costs through a variety of methods, including fast application deployment,
reduced training time, lower cost of storage media consumables, proactive monitoring and analysis, and lower administrative
overhead.

Simpana software is built upon an innovative single platform architecture that consists of:

•
•
•

•

Policy engine that enables customers to set rules to automate the management of data;
Data movement engine that transports data using network communication protocols;
Catalog engine that contains a global database describing the nature of all data, such as the users, applications and
storage with which it is associated;
Index engine that systematically identifies and organizes all data, users and devices accessible to our software
modules; and

• Media management engine that controls, catalogs and moves data to the most efficient tier of storage including

disk, tape, optical and cloud storage devices.

We refer to the single, unified code base underlying each of our Simpana applications as our Single Platform. Each
data and information management module within our Simpana platform is designed to be best-in-class and is fully integrated
into our Single Platform. Our Single Platform is unique and differentiates us from our competitors, some of whom address
market needs by offering multiple and disparate point products that have come together as a collection often as a result of
acquisition strategies. We believe that the disparate and point product approach forces users to install and maintain separate
products requiring their own infrastructure, training, maintenance and management which can result in a complex and costly
environment for customers who are looking for a single solution that will improve operations, minimize risk and reduce overall
costs.

We have established a worldwide, multi-channel distribution network to sell our software and services to large global
enterprises, small and medium sized businesses and government agencies, both directly through our sales force and indirectly
through our global network of value-added reseller partners, systems integrators, corporate resellers and original equipment
manufacturers. Our original equipment manufacturer partners include Hitachi Data Systems and NetApp. As of March 31,
2015, we had licensed our data and information management software to over 21,000 registered customers.

CommVault’s executive management team has led the growth of our business, including the development and release

of all our software, since its introduction as Galaxy backup and recovery in February 2000. Under the guidance of our
management team, we have sustained technical leadership with the introduction of new data and information management
applications, and have garnered numerous industry awards and recognition for our innovative solutions.

Our internet address is www.commvault.com. On this website, we post the following filings as soon as reasonably
practicable after they are electronically filed with or furnished to the U.S. Securities and Exchange Commission (SEC): our
Annual Reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, our proxy statements
related to our annual stockholders’ meetings and any amendment to those reports or statements filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available on the Investors
Relations portion of our web site free of charge. The contents of our web site are not incorporated by reference into this
Form 10-K or in any other report, statement or document we file with the SEC.

Industry Background

The driving force behind the growth of the data and information management software industry is the rapid growth of
data, coupled with the need to reliably protect and quickly access that data, while maintaining the ability to effectively manage
the emerging regulations around compliance and e-discovery.

Data is widely considered to be one of an organization’s most valued assets. The increasing reliance on critical
enterprise software applications such as e-mail, relational databases, enterprise resource planning, customer relationship
management and workgroup collaboration tools is resulting in the rapid growth of data across all enterprises. Government
regulations, such as those issued under the Sarbanes-Oxley Act, the Health Insurance Portability and Accountability Act
("HIPAA"), Government Paper Elimination Act ("GPEA"), Homeland Security, the Patriot Act, Freedom of Information Act
("FOIA"), the Basel Committee on Banking Supervision ("The Basel Accords"), the Dodd-Frank Wall Street Reform and
Consumer Protection Act, as well as company policies requiring data access, protection and preservation, are expanding the
proportion of data that must be archived and easily accessible for future use. In addition, ensuring the security, availability and
integrity of the data has become a critical task as regulatory compliance and corporate governance objectives affecting many
organizations mandate the creation of multiple copies of data with longer and more complex retention requirements.

In addition to rapid data growth, data storage has transitioned from being server-attached to becoming widely
distributed across local and global networked storage systems. Data previously stored on primary disk and backed up on tape is
increasingly being backed up, managed and stored on a broader array of storage tiers ranging from high-cost, high-performance
disk systems, to lower-cost mid-range and low-end disk systems, to tape libraries and both public and private cloud storage
services. This transition has been driven by the growth of data, the pervasive use of distributed critical enterprise software
applications, the decrease in disk cost, and the demand for 24/7 business continuity.

The recent innovations in storage and networking technologies, coupled with the rapid growth of data, have caused

information technology managers to redesign their data and storage infrastructures to deliver greater efficiency, broaden access
to data and reduce costs. The result has been the wide adoption of virtualized environments with larger and more complex
networked data and storage solutions. We also believe cloud computing, in its various forms, represents a long term industry
trend in the way that applications are delivered, data is stored and information is retrieved.

The rapid growth of data and the need to securely protect, manage and access this data is driving substantial

opportunities for managed service providers ("MSPs") to help organizations deploy and manage solutions that deliver data
management capabilities. The result is reduced long-term management costs with increased offerings to customers, which we
believe represents a long-term industry trend in the way that services are offered.

We believe that these trends are increasing the demand for software applications that can simplify data and
information management, provide secure and reliable access to all data across a broad spectrum of tiered storage and
computing systems and seamlessly scale to accommodate growth, while reducing the total cost of ownership to the customer.

Our Software

We generally provide our customers with a single, scalable platform of data and information management software

modules that are fully integrated into our Single Platform. Our software enables centralized protection and management of
globally distributed data while reducing the total cost of managing, moving, storing and assuring secure access to that data from
a single, browser-based interface from the data center, to laptops, remote offices and the cloud. We provide our customers with
high-performance data protection, including backup and recovery; data migration and archiving; snapshot management and
replication of data; integrated source and target data deduplication; e-discovery and compliance solutions; self-service access; a
secure virtual repository using Simpana ContentStore; enterprise-wide search capabilities; protection, recovery and discovery
of data in virtual server and cloud environments; and robust built-in analytics and troubleshooting tools.

Our software fully interoperates with a wide variety of operating systems, applications, network devices, protocols,
storage arrays, storage formats and tiered storage infrastructures, providing our customers with the flexibility to purchase and
deploy a combination of hardware and software from different vendors. As a result, our customers can purchase and use the
optimal hardware and software for their needs, rather than being restricted to the offerings of a single vendor. Key benefits of
our software and related services include:

•

Dynamic Management of Widely Distributed and Networked Data. Our software is specifically designed to
optimize management of data on tiered storage and widely distributed data environments, including storage area
network ("SAN"), network attached storage ("NAS") and Cloud. Our architecture enables the creation of policies
that automate the movement of data based on business goals for availability, recoverability and disaster tolerance.
User-defined policies determine the storage media on which data should reside based on its assigned value.

Single Software Platform Delivering Applications Built Upon a Single Platform. All of our software applications
share common components of our underlying software code, which drives significant cost savings versus the
point products or loosely integrated solutions offered by our competitors. In addition, we believe that each of the
individual data and information management applications in our Simpana software delivers superior performance,
functionality and total cost of ownership benefits. These solutions can be delivered to our customers either as part
of our single platform or as stand-alone applications. We also believe that our architecture will allow us to more
rapidly introduce new applications that will enable us to expand beyond our current addressable market.

Global Scalability and Seamless Centralized Data and Information Management. Our software is highly
scalable, enabling our customers to keep pace with the growth of data and technologies deployed in their
enterprises. We use the same underlying software architecture for large global enterprise, small and medium sized
business and government agency deployments. We offer a centralized, browser-based management console from
which policies automatically move data according to users’ needs for data access, availability and cost objectives.
With Simpana software, our customers can automate the discovery, management and monitoring of enterprise-
wide storage resources and applications.

Streamlined Data Management. Our software enables customers to converge processes for backup, archive and
reporting from a single data collection. By reading and/or moving data only once and consolidating policies into a
single console, redundant processes are eliminated to speed operations, reduce storage costs and simplify
management. With a single pass, the frequency in which massive amounts of file data that have to be managed are
reduced. As a result, our software can scan, collect and transfer data in one operation to help solve the challenges
associated with today’s era of massive volumes of data, commonly referred to as “Big Data” and unstructured
data growth.

Protect, Recover, Access and Discover Information Stored at the Edge of an Enterprise. Our software protects
data on laptops, desktops and mobile devices. These devices often hold data that is subject to stringent security
and compliance requirements but protecting this data can be difficult to manage cost effectively. Our software
contains robust features that reliably protect data, improve data availability, simplify management, and reduce
costs, while exceeding most requirements for security and compliance. In addition, our software includes certain
synchronization capabilities that allow organizations to retain control over their data and information while
empowering corporate employees to securely share files among multiple devices.

Integrated Source and Target Data Deduplication. Our software brings a universal approach to deduplication by
integrating and embedding deduplication throughout a customer’s data infrastructure: from clients to disk to tape,
across all data types, sources and platforms, and across all backup and archive data sets and storage tiers,
including VMware and Microsoft Hyper-V virtualized environments. Our unique and flexible data and
information management architecture ensures that deduplication capabilities scale with an organization’s
enterprise data growth with minimal footprint.

•

Cloud Computing. Our software provides seamless integration with certain trusted cloud storage providers and
extends the singular data and information management capabilities of our Simpana software platform to the cloud.
The combination of key partner offerings and Simpana software reduces the complexity of moving and managing
data in the cloud while also easing top business concerns regarding security, reliability and robust performance.
Our integrated cloud storage connector enables customers to move on-premises backup and archive data into, and
out of, private and public cloud storage.

Reporting Analytics. Our software has robust, built-in reporting analytics to enable infrastructure cost planning,
insight into operations and simplified compliance audits. Managed from a single console, Simpana software
eliminates the need for disparate, third-party reporting tools. With integrated reporting and analytic views of data
infrastructure, users can centrally manage and report on operations across multiple instances and across
geographically distributed environments, while reclaiming unused capacity and making informed choices on
archiving rules and storage policies.

• Workflow Automation. Our software delivers advanced workflow and automation capabilities designed to

streamline management and optimize resource utilization. Our software contains an extensive catalog of pre-built
workflows or users can create their own custom workflows using an intuitive graphical user interface. Using these
advanced tools, administrators can automate business tasks.

•

Solution Set Deployment. CommVault Solution Sets are purpose-built offerings designed to accelerate private,
public and hybrid cloud adoption that seamlessly integrate with our single platform Simpana software, offering a
path towards holistic data management while allowing customers to utilize functionality to address the point
solution requirements that their business dictates. In fiscal 2015, we released Solution Sets for virtual machine
backup, recovery and cloud management; endpoint data protection; email archive; and IntelliSnap recovery.

State-of-the-Art Customer Support Services. We offer 24/7 global technical support. Our support operations
center at our New Jersey headquarters is complemented by local support resources, including centers in Europe,
Australia and China. Our worldwide customer support organization provides comprehensive local and remote
customer care to effectively address issues in today’s complex storage networking infrastructures. Our customer
support process leverages the expertise of product development, field and customer support engineers and
integrated software call-home functionality. In addition, we incorporate into our software many self-diagnostic
and troubleshooting capabilities and provide automated web-based support capabilities to our customers.
Furthermore, we have implemented a voice-over-IP telephony system to tie our worldwide support centers
together with an integrated call center messaging and updated and enhanced our trouble ticket management
system.

Superior Professional Services. We are committed to providing high-value, superior professional services to our
customers. Our Global Professional Services group provides complete business solutions that complement our
software sales and improve the overall user experience. Our end-to-end services include consulting,
implementation, post-deployment and education services. These services help our customers improve the
protection, disaster recovery, availability, security and regulatory compliance of their global data assets while
minimizing the overall cost, risk and complexity of their data infrastructures.

Lower Total Cost of Ownership. Software solutions built on our common architecture enable our customers to
realize compelling total cost of ownership benefits, including reduced capital costs, operating expenses and
support costs.

ContentStore. As the back-end repository for all Simpana-managed information, ContentStore is a hardware-
agnostic, secure, virtual repository where all backup and archive data is maintained, which can be encrypted at a
customer's election. The intelligent index provides global awareness for data so users can quickly find what they
need, when they need it. ContentStore eliminates inefficient data silos that waste resources and infrastructure by
consolidating managed data and automating retention and tiering according to user defined policies to allow
businesses to retain only the most relevant data.

Our software licenses typically provide for a perpetual right to use our software and are sold on a per terabyte capacity
basis, per-copy basis, as site licenses or as a solution set. In recent years the vast majority of our software revenue has been sold
on a capacity basis and we expect this to remain true in the near future. Software licenses sold on a capacity basis provide the
customer with unlimited licenses of specified software products based on a defined level of terabytes of data under
management. As a result, when we sell our platform through a capacity license, certain of the various Simpana functionalities
and modules discussed below are bundled into one capacity based price. Site licenses give the customer the additional right to
deploy the software on a limited basis during a specified term. Our solution sets are generally sold on a per unit basis such as
per virtual machine for our virtual machine backup, recovery and cloud management solution set; per mailbox for our email
archive solution set, and per user for our endpoint data protection solution set.

Historically, an insignificant amount of our revenue has been sold under subscription, or term based, license
arrangements. In these arrangements the customer has the right to use the software over a designated period of time. Revenue
in these arrangements is recognized ratably over the term of the agreement. Over the next several years we expect revenue
from these types of arrangements to become a more significant portion of our total revenue.

Simpana Software Modules

The Simpana software suite contains licensable modules — all built on a single unified code base and platform — to

protect, manage and access data and information. Within the platform, tightly integrated, powerful software features deliver
functionality throughout physical and virtual environments to help protect and recover data, manage costs and complexity and
gain better insight into information. The following table summarizes the modules of our Simpana software:

Simpana Software
Application Modules

Backup and Recovery

Archive

The Simpana Archive application is an integrated data archiving solution that optimizes data tiering and improves

information governance. With built-in tiered storage and multi-platform support including Microsoft Exchange servers, IBM
Lotus systems, and Microsoft SharePoint data, comprehensive archive management is simplified. Archiving NAS, e-mail and
file system data reclaims space on primary storage, reduces the amount of data to be backed up and allows enterprises to keep
more copies of its data to meet recovery time objectives and recovery point objectives. Archived data is retained for compliance
and eDiscovery purposes while maintaining transparent end-user access. The benefits of our Archive application include the
ability to: reclaim primary storage, manage data retention and address information governance needs; provide visibility with
non-intrusive data collection from physical and virtual environments with integrated storage resource management; enforce
retention and disposition policies to meet policy requirements and reduce risk; enable a proactive and legally defensible
information management strategy from a common interface; allow seamless migration of archived data into public or private
clouds.

Replication

The Simpana Replication application module provides enterprises with an integrated, single-platform approach to
enable them to create replica copies of production data quickly, efficiently and cost-effectively using a combination of host-
based replication and snapshot technologies. These copies of data can be immediately accessed for rapid recovery, to create
multiple recovery points or to perform traditional backups without impacting server performance. Resuming business with
minimal loss of data and being able to create multiple points-in-time copies during the normal business day enables enterprises
to get back to business with minimal disruption. Our Replication hardware snapshot integration provides customers with SAN
investment protection and choice, eliminating the backup window and accelerating recovery. By creating hardware snapshot
copies internal to the storage array, high speed recovery copies can be created with minimal impact on the production servers.
Our Replication solution allows enterprises to meet recovery point and recovery time objectives without taking production
systems offline by leveraging continuous capture byte-level replication to continuously protect data. Our Replication module
recovers files or applications to a specific point-in-time. Finally, Simpana Replication software can eliminate exposures from
site disaster, costly off-site tape storage and lower total cost of ownership by leveraging remote or virtual sites for disaster
recovery.

Search & eDiscovery

The Simpana Search & eDiscovery module leverages a single, intelligent index across both backup and archive data to

empower business users to quickly and easily search, classify, select and retrieve all Electronically Stored Information ("ESI")
retained in the Simpana ContentStore. Our Simpana Content Store is the virtual repository of all Simpana-managed
information. With a native search experience, end-users or legal and compliance teams can instantly and intuitively find what
they need. Simpana Search & eDiscovery leverages our single platform and can increase business productivity, meet
eDiscovery and compliance demands, and gain business insights.

Simpana Search & eDiscovery can reduce certain risks by ensuring all data sources are accounted for in a single,

enterprise-wide search that includes edge devices, public and private clouds, application, archive and backup data. In addition,
when leveraged with additional search capability, users can view and recover e-mails archived both locally on PC’s and
anywhere in the Simpana ContentStore.

Analytics

The Simpana Analyze application module delivers robust, built-in reporting analytics that enables infrastructure cost
planning, provides insight into operations and simplifies compliance audits. Simpana software provides unique software with
deep operational reporting integrated into both archive and backup operations. Our Analytics solution is fully integrated into
backup and archive operations and delivers intuitive reporting and predictive capabilities across an enterprise. This solution
provides enterprises with the ability to analyze and view physical and virtual storage utilizations and maximize their usage;
make informed decisions on how best to deploy an application in a virtualized environment; identify stale data and make
informed decisions on archiving rules and storage policies; leverage file-level analytics for physical and virtual environments;
reclaim physical and virtual storage capacities using integrated archiving actions within reports; and produce chargeback
reports based on physical and virtual machine capacities. Our Analytics solution also allows users to report on and manage
operations remotely with the CommVault Monitor application.

Solution Sets

CommVault Solution Sets are purpose-built offerings designed to accelerate private, public and hybrid cloud adoption

that seamlessly integrate with our single platform Simpana software and related application modules more fully discussed
above, offering a path towards holistic data management while allowing customers to utilize functionality that addresses the
point solution requirements their business dictates. In fiscal 2015, we released Solution Sets for virtual machine backup,
recovery and cloud management; endpoint data protection; and email archive.

Services

A comprehensive global offering of customer support and other professional services is critical to the successful
marketing, sale and deployment of our software. From planning, to deployment, to operations, we offer a complete set of
technical services, training and support options that maximize the operational benefits of our suite of software applications. Our
commitment to superior customer support is reflected in the breadth and depth of our service offerings as well as in our
ongoing initiatives to engineer resiliency, automation and serviceability features directly into our products.

We have established a global customer support organization built specifically to handle our expanding customer base.

We offer multiple levels of customer support that can be tailored to the customer’s response needs and business sensitivities.
Our customer support services consist of:

•

Real-Time Support. Our support staff is available 24/7 by telephone to provide first response and manage the
resolution of customer issues. In addition to phone support, our customers have access to an online product
support database for help with troubleshooting and operational questions. Innovative use of web-based diagnostic
tools provides problem analysis and resolution. Our software design is also an important element in our
comprehensive customer support, including “root cause” problem analysis, intelligent alerting and
troubleshooting assistance. Our software is directly linked to our online support database allowing customers to
analyze problems without engaging our technical support personnel.

Significant Network and Hardware Expertise. Our support engineers have extensive knowledge of complex
applications, servers and networks. We proactively take ownership of the customer’s problem, regardless of
whether the issue is directly related to our products or to those of another vendor. We have also developed and
maintain a knowledge library of storage systems and software products to further enable our support organization
to quickly and effectively resolve customer problems.

Global Operations. Our global customer support headquarters is located at our state-of-the-art technical support
center in Tinton Falls, New Jersey. We also have established support operations in Reading, United Kingdom;
Sydney, Australia; and Shanghai, China, which are complemented by regional support centers in other worldwide
locations. Our cloud-based support system creates a virtual global support center combining these locations to
allow for the fastest possible resolution times for customer incidents. We have designed our support infrastructure
to be able to scale with the increasing globalization of our customers.

Enhanced Support Options. We offer several enhanced customer support services such as Business Critical
Support ("BCS") and Remote Operations Management Service ("ROMS"). Our BCS service is for customers with
critical support needs and builds on our 24/7 real-time support deliverables and includes various levels of
enhanced services to ensure dedicated support and customized reporting. BCS adds a specialized team of
Technical Support Engineers ("TSE"), an assigned Support Account Manager ("SAM") and innovative tools to
achieve our customers’ mission. Our ROMS services provide an innovative web-based integrated support
automation system that provides customers with overnight, weekend and holiday monitoring. Through a user-
friendly, intuitive web dashboard, users can access and track real-time alert, trend and storage usage reports
anytime, anywhere.

We also provide a wide range of other professional services that include:

•

Consulting Services. Our consulting services assist customers in determining data and storage management
requirements, designing solutions to meet those requirements and planning for successful implementation and
deployment. We offer services such as operational efficiency assessment; architecture design; disaster recovery
readiness and policy design; cloud infrastructure design; data classification and archive policy design; records
management and eDiscovery design; virtual data protection design; snapshot management design and wellness
assessment.

•

Implementation and Post-deployment Services. Our professional services team helps customers efficiently
configure, install and deploy our Simpana suite based on specified business objectives. We offer services such as
architecture implementation; disaster recovery readiness and policy implementation; cloud infrastructure
implementation; data classification and archive policy implementation; virtual data protection implementation;
snapshot management implementation and legacy archive migration. In addition, our residency services offer
customers staff-augmentation options to assist with the rapid expert deployment of the Simpana software suite.

Education Services. We provide global onsite training, offsite training and self-paced online alternatives for our
products. Packaged or customized customer training courses are available in instructor-led or computer-based
formats. We offer in-depth training and certification for our resellers in pre- and post-sales support methodologies,
including web access to customizable documentation and training materials. In addition, we offer a CommVault
Certification Program that validates expertise and advanced knowledge in topics, including CommVault Core
Fundamentals, Implementation and Maintenance, Preparing for Disaster Recovery and more advanced Specialist
and Master technologies. We believe certified personnel can increase a company's productivity and reduce
operating costs.

Strategic Relationships

An important element of CommVault’s strategy is to establish relationships with third parties that assist us in

developing, marketing, selling and implementing our software and services. We believe that strategic and technology-based
relationships with industry leaders are fundamental to our success. We have forged numerous relationships with software
application and hardware vendors to enhance our combined capabilities and to create the optimal combination of data and
information management applications. This approach enhances our ability to expand our product offerings and customer base
and to enter new markets. We have established the following types of strategic relationships:

Technology Alliance Partners. We maintain strategic product and technology relationships with major industry

leaders to ensure that our software applications are integrated with, supported by and add value to our partners’ hardware and
software products. Collaboration with these market leaders allows us to provide applications that enable our customers to
improve data and information management efficiency. Our significant strategic relationships include Bull, Citrix, Fujitsu, HP,
Microsoft, Oracle, SAP and VMware. In addition to these relationships, we maintain relationships with a broad range of
industry operating system, application and infrastructure vendors to verify and demonstrate the interoperability of our software
applications with their equipment and technologies.

Distributors, Value-Added Reseller, Systems Integrator, Corporate Reseller and Original Equipment Manufacturer

Relationships. Our corporate resellers bundle or sell our software applications together with their own products, and our
value-added resellers resell our software applications independently. As of March 31, 2015, we had more than 500 reseller
partners and systems integrators that have distributed our software worldwide.

In order to broaden our market coverage, we work closely with our Global Original Equipment Manufacturer
("OEM") Partners, investing significant time and resources to deliver unique, joint solutions incorporating Simpana software.
These partners team with our technical, engineering, marketing and sales force on helping to enhance integration, tuning,
operational management, implementation and vision for solutions that are designed to meet current and future data and
information management needs. Our alliance managers work directly with Global OEM Partners to design, deliver and support
field activities that make it easier for customers to locate, learn about, and purchase these differentiated solutions. We currently
have original equipment manufacturer distribution agreements primarily with Hitachi Data Systems and NetApp. Hitachi Data
Systems and NetApp have no obligation to recommend or offer our software applications exclusively or at all, and they have no
minimum sales requirements and can terminate our relationship at any time. Sales through our original equipment manufacturer
agreements, accounted for 15% of our total revenues in fiscal 2015 and 13% in fiscal 2014.

Additionally, we have non-exclusive distribution agreements covering our North American commercial markets and

our U.S. Federal Government markets with Arrow Enterprise Computing Solutions, Inc. (“Arrow”), a subsidiary of Arrow
Electronics, Inc., and Avnet Technology Solutions (“Avnet”), a subsidiary of Avent Inc. Pursuant to these distribution
agreements, these distributors' primary role is to enable a more efficient and effective distribution channel for our products and
services by managing our reseller partners and leveraging their own industry experience. Sales generated through our
distribution agreement with Arrow accounted for approximately 36% of our total revenue in fiscal 2015 and 31% in fiscal
2014.

Service Provider Partners. Our Simpana software is the data protection platform for over 200 service providers,

which provide cloud-based solutions to client systems worldwide. As companies of all sizes and markets rapidly adopt cloud
infrastructures for improved costs, speed and agility, we remain committed to these strategic relationships to address this
growing trend. Customers looking to move IT operations into the cloud depend on service providers to help them migrate,
manage and protect their cloud infrastructures. We have partnered with a broad ecosystem of service provider partners so they
can effectively deliver data management-as-a-service solutions based on Simpana software across geographies, vertical markets
and offerings. Leading providers who have integrated Simpana software into their cloud solution portfolios include Microsoft
Windows Azure, Amazon S3, Glacier, NetApp, and Rackspace.

Customers

We sell Simpana software applications and related services directly to large global enterprises, small and medium

sized businesses and government agencies, and indirectly through value-added resellers, systems integrators, corporate resellers
and original equipment manufacturer partners. As of March 31, 2015, we had licensed our software applications to over 21,000
registered customers in a broad range of industries, including banking, insurance and financial services, government,
healthcare, pharmaceuticals and medical services, technology, legal, manufacturing, utilities and energy.

Technology

Our Single Platform serves as a major differentiator versus our competitors’ data and information management

software products. Our Single Platform’s unique indexing, cataloging, data movement, media management and policy
technologies are the source of the performance, scale, management, cost of ownership benefits and seamless interoperability
inherent in all of our data and information management software applications. Additional options enable content search, data
encryption and auditing features to support data discovery and compliance requirements. Each of these applications shares a
common architecture consisting of three core components: intelligent agent software, data movement software and command
and control software. These components may be installed on a single host server, or each may be distributed over many servers
in a global network. Additionally, the modularity of our software provides deployment flexibility. The ability to share storage
resources across multiple data and information management applications provides easier data and information management and
lower total cost of ownership. We participate in industry standards groups and activities that we believe will have a direct
bearing on the data and information management software market.

Our software architecture consists of integrated software components that are grouped together to form a CommCell.

Components of a CommCell are as follows:

•

One CommServe

One or more MediaAgents

One or more iDataAgents

Each highly scalable CommCell may be configured to reflect a customer’s geographic, organizational or application

environment. Multiple CommCells can be aggregated into a single, centralized view for policy-based management across a
customer’s local or global information technology environment.

•

CommServe. The CommServe acts as the command and control center of the CommCell and handles all
requests for activity between MediaAgent and iDataAgent components. The CommServe contains the centralized
event and job managers and the index catalog. This database includes information about where data resides, such
as the library, media and content of data. The centralized event manager logs all events, providing unified
notification of important events. The job manager automates and monitors all jobs across the CommCell.

• MediaAgent. The MediaAgent is a media independent module that is responsible for managing the movement of
data between the iDataAgents and the physical storage devices. Our MediaAgents communicate with a broad
range of storage devices, generating an index for use by each of our software applications. The MediaAgent
software supports most storage devices, including automated magnetic tape libraries, tape stackers and loaders,
standalone tape drives and magnetic storage devices, magneto-optical libraries, virtual tape libraries, DVD-RAM
and CD-RW devices.

•

iDataAgent. The iDataAgent is a software module that resides on the server or other computing device and
controls the data being protected, replicated, migrated or archived, often referred to simply as the “client”
software. iDataAgents communicate with most open and network file systems and enterprise relational databases
and applications, such as Microsoft Exchange, Microsoft SharePoint, Notes Domino Server, GroupWise, Oracle,
Informix, Sybase, DB2 and SAP, to generate application aware indexes pertinent to granular recovery of
application objects. The agent software contains the logic necessary to extract (or recover) data and send it to (or
receive it from) the MediaAgent software.

Sales and Marketing

We sell our Simpana data and information management software applications and related services to large global

enterprises, small and medium sized businesses, and government agencies. We sell through our worldwide direct sales force
and our global network of distributors, value-added resellers, systems integrators, corporate resellers and original equipment
manufacturer partners. As of March 31, 2015, we had 699 employees in sales and marketing. These employees are primarily
located in North America, Europe, Australia and Asia.

We have a variety of marketing programs designed to create brand awareness and market recognition for our product
offerings and for sales lead generation. Our marketing efforts include active participation at trade shows, technical conferences
and technology seminars; advertising; content development and distribution; public relations; social media; industry analyst
relations; publication of technical and educational articles in industry journals; sales training; and preparation of competitive
analyses. In addition, our strategic partners augment our marketing and sales campaigns through seminars, trade shows and
joint public relations and advertising campaigns. Our customers and strategic partners provide references and recommendations
that we often feature in external marketing activities.

Research and Development

Our research and development organization is responsible for the design, development, testing and certification of our

data and information management software applications. As of March 31, 2015, we had 495 employees in our research and
development group, of which 172 are located in our Hyderabad and Bangalore development centers in India. Our engineering
efforts support product development across all major operating systems, databases, applications and network storage devices. A
substantial amount of our development effort goes into certification, integration and support of our applications to ensure
interoperability with our strategic partners’ hardware and software products. We have also made substantial investments in the
automation of our product test and quality assurance laboratories. We spent $64.1 million on research and development
activities in fiscal 2015, $55.1 million in fiscal 2014 and $47.4 million in fiscal 2013.

Competition

The data storage management market is intensely competitive, highly fragmented and characterized by rapidly
changing technology and evolving standards. We currently compete with other providers of data and information management
software as well as large storage hardware manufacturers that have developed or acquired their own data and information
management software products. These manufacturers have the resources and capabilities to develop their own data and
information management software applications, and many have been making acquisitions and broadening their efforts to
include broader data and information management and storage products. These manufacturers and/or our other current and
potential competitors may establish cooperative relationships among themselves or with third parties, creating new competitors
or alliances. Large operating system and application vendors have introduced products or functionality that includes some of
the same functions offered by our software applications. In the future, further development by these vendors could cause some
features of our software applications to become redundant.

The following are our primary competitors in the data and information management software applications market,

each of which has one or more products that compete with a part of or our entire software suite:

•

EMC

IBM

Symantec

Veeam

The principal competitive factors in our industry include product functionality, product performance, product
integration, platform coverage, ability to scale, price, worldwide sales infrastructure, global technical support, name recognition
and reputation. The ability of major system vendors to bundle hardware and software solutions is also a significant competitive
factor in our industry. Although some of our competitors have greater resources, a larger installed customer base and greater
name recognition, we believe we compete favorably on the basis of these competitive factors.

Our unique product architecture is one of the primary reasons why we compete so successfully. Whereas other
competitive solutions in the market are based on multiple, disparate products, our modular offering is based on a single,
unified, underlying code base resulting in favorable efficiencies in functionality, integration, scalability and support. Our
focused approach to data and information management and our ability to respond to customer feedback also drives the
functionality and features of our products, which we believe lead the industry in terms of performance and usability, as
evidenced by numerous industry awards we have received.

From a customer perspective, highly integrated products such as ours, which are based on a single, unified, underlying
code base, are easier and less expensive to deploy, operate and manage. This flexibility, in turn, makes it significantly easier to
scale our products over a customer’s entire IT environment. Supporting and enhancing our products is made more efficient due
to this single, unified, underlying code base, unlike our competitors who are required to support and enhance multiple,
disparate products, most of which are based on differing underlying software code. Supporting multiple, disparate products
places more onerous and costly demands on our competitors’ internal human and operational capital. We believe that Simpana
software, because of its unique architecture, creates a compelling functional, integration, scalability and support advantage. We
continue to expand our worldwide sales infrastructure and increase our distribution throughout the Americas, Europe, Middle
East, Africa, Australia and Asia to meet the needs of our business.

Some of our competitors have greater financial resources and may have the ability to offer their products at lower
prices than ours. In addition, some of our competitors have greater name recognition than us, which could provide them a
competitive advantage with some customers. Some of our competitors also have longer operating histories, have substantially
greater technical, sales, marketing and other global resources than we do, as well as a larger installed customer base and
broader product offerings, including hardware. As a result, these competitors can devote greater resources to the development,
promotion, sale and support of their products than we can.

Intellectual Property and Proprietary Rights

Our success and ability to compete depend on our continued development and protection of our proprietary software

and other technologies. We rely primarily on a combination of trade secret, patent, copyright and trademark laws, as well as
contractual provisions, to establish and protect our intellectual property rights. We provide our software to customers pursuant
to license agreements that impose certain restrictions on use. These license agreements are primarily in the form of shrink-wrap
or click-wrap licenses, which are not negotiated with or signed by our end-user customers. These measures may afford only
limited protection of our intellectual property and proprietary rights associated with our software. We also enter into
confidentiality agreements with employees and consultants involved in product development. We routinely require our
employees, customers and potential business partners to enter into confidentiality agreements before we disclose any sensitive
aspects of our software, technology or business plans.

As of March 31, 2015, we had 347 issued patents and 265 pending patent applications in the United States, as well as

100 issued patents in foreign countries and 40 pending foreign patent applications. Pending patent applications may receive
unfavorable examination and are not guaranteed allowance as issued patents. We may elect to abandon or otherwise not pursue
prosecution of certain pending patent applications due to patent examination results, economic considerations, strategic
concerns or other factors. We will continue to assess appropriate occasions to seek patent and other intellectual property
protection for innovative aspects of our technology that we believe provide us a significant competitive advantage.

Despite our efforts to protect our trade secrets and proprietary rights through patents and license and confidentiality

agreements, unauthorized parties may still attempt to copy or otherwise obtain and use our software and technology. In
addition, we intend to expand our international operations and effective patent, copyright, trademark and trade secret protection
may not be available or may be limited in foreign countries. If we fail to protect our intellectual property and other proprietary
rights, our business could be negatively impacted.

We currently resell certain software from Microsoft, including Microsoft SQL Server, used in conjunction with our

software applications pursuant to an independent software vendor royalty license and distribution agreement that we have and
plan to continue renewing annually. We have entered into and may enter into agreements with additional third parties to license
their technology for use with our software applications.

Some of the products or technologies acquired, licensed or developed by us may incorporate so-called “open source”
software and we may incorporate open source software into other products in the future. The use of such open source software
may ultimately subject some products to unintended conditions, which may negatively affect our business, financial condition,
operating results, cash flow and ability to commercialize our products or technologies.

From time to time, we are participants or members of various industry standard-setting organizations or other industry
technical organizations. Our participation or membership in such organizations may, in some circumstances, require us to enter
into royalty or licensing agreements with third parties regarding our intellectual property under terms established by those
organizations, which we may find unfavorable.

In the United States, we own federal registrations for or have common law trademark rights in the following marks:
CommVault, “CV” Logo & CommVault, the “CV” logo, CommVault Systems, Solving Forward, SIM, Singular Information
Management, Simpana, Simpana (logo), CommVault Galaxy, CommVault Edge, Unified Data Management, Edge Drive,
QiNetix, Quick Recovery, QR, CommNet, GridStor, Vault Tracker, InnerVault, Quick Snap, QSnap, IntelliSnap, Simpana
OnePass, Recovery Director, CommServe, CommCell, ROMS, Distinctly Data and CommValue. We also have several other
trademarks and have obtained or are actively pursuing trademark registrations in several foreign jurisdictions.

Employees

As of March 31, 2015, we had 2,287 employees worldwide, including 699 in sales and marketing, 495 in research and

development, 235 in general and administration and 858 in customer services and support. None of our employees are
represented by a labor union. We have never experienced a work stoppage and believe our relationship with our employees is
good.

Executive Officers of the Registrant

The following table presents information with respect to our executive officers as of May 1, 2015:

Name
N. Robert Hammer

Alan G. Bunte

Brian Carolan

Ron Miiller

Position

Age
73 Chairman, President and Chief Executive Officer
61 Executive Vice President, Chief Operating Officer
44 Vice President, Chief Financial Officer
48 Senior Vice President of Worldwide Sales

N. Robert Hammer has served as our Chairman, President and Chief Executive Officer since March 1998.

Mr. Hammer was also a venture partner from 1997 until December 2003 of the Sprout Group, the venture capital arm of Credit
Suisse’s asset management business. Prior to joining the Sprout Group, Mr. Hammer served as the Chairman, President and
Chief Executive Officer of Norand Corporation, a portable computer systems manufacturer, from 1988 until its acquisition by
Western Atlas, Inc. in 1997. Mr. Hammer led Norand following its leveraged buy-out from Pioneer Hi-Bred International, Inc.
and through its initial public offering in 1993. Prior to joining Norand, Mr. Hammer also served as Chairman, President and
Chief Executive Officer of publicly-held Telequest Corporation from 1987 until 1988 and of privately-held Material Progress
Corporation from 1982 until 1987. Prior to joining Material Progress Corporation, Mr. Hammer spent 15 years in various sales,
marketing and management positions with Celanese Corporation, rising to the level of Vice President and General Manager of
the structural composites materials business. Mr. Hammer obtained his bachelor’s degree and master’s degree in business
administration from Columbia University.

Alan G. Bunte has served as our Executive Vice President and Chief Operating Officer since October 2003 and served

as our Senior Vice President from December 1999 until October 2003. Since January 2008, Mr. Bunte has also served as a
Director of CommVault. Prior to joining our company, Mr. Bunte was with Norand Corporation from 1986 to January 1998,
serving as its Senior Vice President of planning and business development from 1991 to January 1998. Mr. Bunte obtained his
bachelor’s and master’s degrees in business administration from the University of Iowa.

Brian Carolan has served as our Vice President, Finance and Chief Financial Officer since October 2012. Prior to his
current role, Mr. Carolan served as our Vice President, Finance and Chief Accounting Officer from July 2006 until September
2012. He also held the position of Controller from February 2001 until June 2006. Prior to joining our company, Mr. Carolan
was with Ernst & Young LLP in its Technology, Communications and Entertainment audit practice from 1993 until January
2001. Mr. Carolan obtained his bachelor’s degree in accounting from Villanova University, his master’s degree in business
administration from New York University and is a certified public accountant in the State of New Jersey.

Ron Miiller has served as our Senior Vice President of Worldwide Sales since April 2011. Prior to his current role,

Mr. Miiller served as our Vice President of Sales, Americas from January 2005 to March 2011 and as our Central Region Sales
Manager from March 2000 to December 2004. Prior to joining our company, Mr. Miiller served as Director, Central Region
Sales for Softworks, Inc., an EMC company, from March 1997 through March 2000, and prior to that Mr. Miiller was with
Moore Corporation, a diversified print and electronic communications company from 1989 through March 1997 in various
leadership roles. Mr. Miiller received his bachelor of science degree in marketing from Ball State University in 1989.

Item 1A.

Risk Factors

You should consider each of the following factors as well as the other information in this Annual Report in evaluating
our business and our prospects. The risks and uncertainties described below are not the only ones we face. Additional risks and
uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If
any of the following risks actually occurs, our business and financial results could be harmed. In that case, the trading price of
our common stock could decline. You should also refer to the other information set forth in this Annual Report, including our
financial statements and the related notes.

Risks Related to Our Business

Our industry is intensely competitive, and many of our competitors have greater financial, technical and sales and
marketing resources and larger installed customer bases than we do, which could enable them to compete more effectively
than we do.

The data and information management software market is intensely competitive, highly fragmented and characterized

by rapidly changing technology and evolving standards, changing customer requirements and frequent new product
introductions. Competitors vary in size and in the scope and breadth of the products and services offered. Our primary
competitors include EMC, IBM, Symantec and Veeam.

The principal competitive factors in our industry include product functionality, product integration, platform coverage,

ability to scale, price, worldwide sales infrastructure, global technical support, name recognition and reputation. The ability of
major system vendors to bundle hardware and software solutions is also a significant competitive factor in our industry. If we
are unable to address these factors, our competitive position could weaken and we could experience a decline in revenues that
could adversely affect our business.

Many of our current and potential competitors have longer operating histories and have substantially greater financial,
technical, sales, marketing and other resources than we do, as well as larger installed customer bases, greater name recognition
and broader product offerings, including hardware. Some of these competitors can devote greater resources to the development,
promotion, sale and support of their products than we can and have the ability to bundle their hardware and software products
in a combined offering. As a result, these competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements.

It is also costly and time-consuming to change data and information management systems. Most of our new customers

have installed data and information management software, which gives an incumbent competitor an advantage in retaining a
customer because it already understands the network infrastructure, user demands and information technology needs of the
customer, and also because some customers are reluctant to invest the time and money necessary to change vendors.

Our current and potential competitors may establish cooperative relationships among themselves or with third parties.

If so, new competitors or alliances that include our competitors may emerge that could acquire significant market share. In
addition, large operating system and application vendors, as well as some hardware manufacturers, have introduced products or
functionality that includes some of the same functions offered by our software applications. In the future, further development
by these vendors could cause our software applications and services to become redundant, which could seriously harm our
sales, results of operations and financial condition.

New competitors entering our markets can have a negative impact on our competitive positioning. In addition, we

expect to encounter new competitors as we enter new markets. Furthermore, many of our existing competitors are broadening
their operating systems platform coverage. We also expect increased competition from original equipment manufacturers,
including those we partner with, and from systems and network management companies, especially those that have historically
focused on the mainframe computer market and have been making acquisitions and broadening their efforts to include data and
information management and storage products. We expect that competition will increase as a result of future software industry
consolidation. Increased competition could harm our business by causing, among other things, price reductions of our products,
reduced profitability and loss of market share.

If we are unsuccessful in our current business transformation and operational performance objectives, it could have a
material adverse effect on our sales and profitability.

We have commenced a business transformation plan to improve the performance of the Company. Our wide ranging

plan includes initiatives related to products, packaging, pricing, distribution, sales enablement, territory alignment and a
business unit product management structure. While the Company remains committed to this strategic direction, the execution
of such a broad plan as ours can be disruptive, making execution of business strategies more difficult. These changes also
present potential execution challenges as we may not be successful in implementing our initiatives, we may experience delays
in the completion of such initiatives, or the initiatives may not have the desired effect on the business. In addition, the cost and
related investments needed to address our business transformation may be more than expected. Given the dynamic industry we
operate in, we are also vulnerable to increased product technology and competitive risks associated with these efforts. As a
result, if we do not succeed in implementing these efforts, if they do not have the intended effect on the business, or if these
efforts are more costly or time-consuming than expected, it could have a material adverse effect on our sales and profitability.

We rely on indirect sales channels, such as value-added resellers, systems integrators, corporate resellers, distributors, and
original equipment manufacturers, for the distribution of our software applications, and the failure of these channels to
effectively sell our software applications could have a material adverse effect on our revenues and results of operations.

We rely significantly on our value-added resellers, systems integrators and corporate resellers, which we collectively

refer to as resellers, for the marketing and distribution of our software applications and services. Resellers are our most
significant distribution channel. However, our agreements with resellers are generally not exclusive, are generally renewable
annually, typically do not contain minimum sales requirements and in many cases may be terminated by either party without
cause. Many of our resellers carry software applications that compete with ours. These resellers may give a higher priority to
other software applications, including those of our competitors, or may not continue to carry our software applications at all. If
a number of resellers were to discontinue or reduce the sales of our products, or were to promote our competitors’ products in
lieu of our own, it could have a material adverse effect on our future revenues. Events or occurrences of this nature could
seriously harm our sales and results of operations. If we fail to manage our resellers successfully, there may be conflicts
between resellers or they could fail to perform as we anticipate, including required compliance with the terms and obligations
of our reseller agreement, either of which could reduce our sales or impact our reputation in the market. In addition, we expect
that a portion of our sales growth will depend upon our ability to identify and attract new reseller partners. Our competitors also
use reseller arrangements and may be more successful in attracting reseller partners and could enter into exclusive relationships
with resellers that make it difficult to expand our reseller network. Any failure on our part to maintain and/or expand our
network of resellers could impair our ability to grow revenues in the future.

Some of our resellers possess significant resources and advanced technical abilities. These resellers, particularly our

corporate resellers, may, either independently or jointly with our competitors, develop and market products and related services
that compete with our offerings. If this were to occur, these resellers might discontinue marketing and distributing our software
applications and services. In addition, these resellers would have an advantage over us when marketing their competing
products and related services because of their existing customer relationships. The occurrence of any of these events could have
a material adverse effect on our revenues and results of operations.

In addition, we have distribution agreements covering our North American commercial markets and our U.S. Federal

Government market with Arrow and Avnet. Pursuant to these distribution agreements, these distributors’ primary role is to
enable a more efficient and effective distribution channel for our products and services by managing our reseller partners and
leveraging their own industry experience. Many of our North American resellers have been transitioned to either Arrow or
Avnet. Sales through our distribution agreement with Arrow accounted for approximately 36% of our total revenues for fiscal
2015 and approximately 31% for fiscal 2014. If Arrow or Avnet were to discontinue or reduce the sales of our products or if
our agreement with Arrow or Avnet was terminated, and if we were unable to take back the management of our reseller channel
or find another North American distributor to replace Arrow or Avnet, then it could have a material adverse effect on our future
revenues.

Our original equipment manufacturer agreements are primarily with Hitachi Data Systems and NetApp. Our original
equipment manufacturers sell our software applications and in some cases incorporate our data and information management
software into systems that they sell. A material portion of our revenues is generated through these arrangements. However, we
have no control over the shipping dates or volumes of systems these original equipment manufacturers ship and they have no
obligation to ship systems incorporating our software applications. They also have no obligation to recommend or offer our
software applications exclusively or at all, and they have no minimum sales requirements and can terminate our relationship at
any time. These original equipment manufacturers also could choose to develop their own data and information management
software internally and incorporate those products into their systems instead of our software applications. The original
equipment manufacturers that we do business with also compete with one another. If one of our original equipment
manufacturer partners views our arrangement with another original equipment manufacturer as competing with its products, it
may decide to stop doing business with us. Any material decrease in the volume of sales generated by original equipment
manufacturers we do business with, as a result of these factors or otherwise, could have a material adverse effect on our
revenues and results of operations in future periods. Sales through our original equipment manufacturer agreements accounted
for approximately 15% of our total revenues for fiscal 2015 and 13% of our total revenues for fiscal 2014.

If we transition a significant amount of our software revenue to subscription, or term based, license arrangements it could
have a significant adverse impact on our results of operations.

Historically, an insignificant amount of our revenue has been sold under subscription or term based, license
arrangements. In these arrangements the customer has the right to use the software on either a per terabyte capacity basis or
per-copy basis over a designated period of time. Revenue in these arrangements is recognized ratably over the term of the
agreement. This is different from our sales of perpetual software licenses, in which revenue is typically recognized upon the
receipt of a purchase order or other persuasive evidence and when all other basic revenue recognition criteria are met. If a more
significant proportion of our transactions were to be sold under a time-based arrangement there could be a decline in revenue,
income from operations, net income and net income per common share versus if those transactions were sold under a perpetual
model.

We may not be able to respond to rapid technological changes with new software applications and services offerings, which
could have a material adverse effect on our sales and profitability.

The markets for our software applications are characterized by rapid technological changes, changing customer needs,
frequent new product introductions and evolving industry standards. The introduction of software applications embodying new
technologies and the emergence of new industry standards could make our existing and future software applications obsolete
and unmarketable. As a result, we may not be able to accurately predict the lifecycle of our software applications, and they may
become obsolete before we receive the amount of revenues that we anticipate from them. If any of the foregoing events were to
occur, our ability to retain or increase market share in the data and information management software market could be
materially adversely affected.

We devote significant resources to the development of new products and the enhancement of existing products. To be
successful, we need to anticipate, develop and introduce new software applications and services on a timely and cost-effective
basis that keep pace with technological developments and emerging industry standards and that address the increasingly
sophisticated needs of our customers. We may fail to develop and market software applications and services that respond to
technological changes or evolving industry standards, experience difficulties that could delay or prevent the successful
development, introduction and marketing of these applications and services or fail to develop applications and services that
adequately meet the requirements of the marketplace or achieve market acceptance. Our failure to develop and market such
applications and services on a timely basis, or at all, could have a material adverse effect on our sales and profitability.

Volatility in the global economy could adversely impact our continued growth, results of operations and our ability to
forecast future business.

As our business has expanded globally, we have become increasingly subject to the risks arising from adverse changes

in domestic and global economic and political conditions. Uncertainty in the macroeconomic environment and associated
global economic conditions have resulted in volatility in credit, equity, debt and foreign currency markets as well as
government budgets worldwide.

These global economic conditions can result in slower economic activity, decreased consumer confidence, reduced

corporate profits and capital spending, adverse business conditions and liquidity concerns. There has also been increased
volatility in foreign exchange markets. These factors make it difficult for our customers, our vendors and us to accurately
forecast and plan future business activities. In addition, these factors could cause customers to slow or defer spending on our
software products and services, which would delay and lengthen sales cycles and negatively affect our results of operations. If
such conditions deteriorate or if the pace of economic recovery is slower or more uneven, our results of operations could be
adversely affected, we may not be able to sustain the growth rates we have experienced recently, and we could fail to meet the
expectations of stock analysts and investors, which could cause the price of our common stock to decline.

We continue to invest in our business in the Asia-Pacific and Europe, Middle East, and Africa regions. There are

significant risks with overseas investments and growth prospects in these regions. Increased volatility or declines in the credit,
equity, debt and foreign currency markets in these regions could cause delays in or cancellations of orders. Deterioration of
economic conditions in the countries in which we do business could also cause slower or impaired collections on accounts
receivable. In addition, we could experience delays in the payment obligations of our worldwide resellers if they experience
weakness in the end-user market, which would increase our credit risk exposure and harm our financial condition.

In periods of volatile economic conditions, our exposure to credit risk and payment delinquencies on our accounts
receivable significantly increases.

Our outstanding accounts receivables are generally not secured. In addition, our standard terms and conditions permit
payment within a specified number of days following the receipt of our product. Due to the recent volatile economic conditions
in some of the markets we operate in, certain of our customers and resellers have faced or may face liquidity concerns which
could result in our customers or resellers not being able to satisfy their payment obligations to us, which would have a material
adverse effect on our financial condition, operating results and cash flows. While we have procedures to monitor and limit
exposure to credit risk on our receivables and have not suffered any material losses to date, there can be no assurance such
procedures will continue to effectively limit our credit risk and avoid future losses.

We are, and may in the future become, involved in litigation that may have a material adverse effect on our business.

On September 10, 2014, a purported class action complaint was filed in the United States District Court for the
District of New Jersey against the Company, our Chief Executive Officer and our Chief Financial Officer. The case is captioned
In re CommVault Systems, Inc. Securities Litigation (Master File No. 3:14-cv-05628-MAS-LHG). The suit alleges that the
company made materially false and misleading statements, or failed to disclose material facts, regarding the Company's
financial results, business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 and Rule 10b-5 promulgated thereunder. The suit asserts claims covering an alleged class period from May 7, 2013
through April 24, 2014. It is purportedly brought on behalf of purchasers of the Company's common stock during that period,
and seeks compensatory damages, costs and expenses, as well as equitable or other relief. Lead plaintiff, the Arkansas Teachers
Retirement System, was appointed on January 12, 2015, and on March 18, 2015, an amended complaint was filed by the
plaintiffs. Defendants plan to file their motion to dismiss the complaint on May 26, 2015. Due to the inherent uncertainties of
litigation, we cannot accurately predict the ultimate outcome of this matter. We are unable at this time to determine whether the
outcome of the litigation will have a material impact on our results of operations, financial condition or cash flows.

In addition, from time to time, we may become involved in various other legal proceedings relating to matters

incidental to the ordinary course of our business, including patent, commercial, product liability, employment, class action,
whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such
matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses.
Furthermore, because litigation is inherently uncertain, there can be no assurance that the results of any of these actions will not
have a material adverse effect on our business, results of operations or financial condition.

We may experience a decline in revenues or volatility in our quarterly operating results, which may adversely affect the
market price of our common stock.

We cannot predict our future quarterly revenues or operating results with certainty because of many factors outside of

our control. A significant revenue or profit decline, lowered forecasts or volatility in our operating results could cause the
market price of our common stock to decline substantially. Factors that could affect our revenues and operating results include
the following:

•

the unpredictability of the timing and magnitude of orders for our software applications, particularly software
transactions greater than $100,000 — in recent fiscal years, a majority of our quarterly revenues were earned and
recorded near the end of each quarter;

the possibility that our customers may cancel, defer or limit purchases as a result of reduced information
technology budgets;

the possibility that our customers may defer purchases of our software applications in anticipation of new
software applications or updates from us or our competitors;

the ability of our original equipment manufacturers and resellers to meet their sales objectives;

• market acceptance of our new applications and enhancements;

•

our ability to control expenses;

changes in our pricing, packaging and distribution terms or those of our competitors; and

the demands on our management, sales force and services infrastructure as a result of the introduction of new
software applications or updates.

Our expense levels are relatively fixed and are based, in part, on our expectations of future revenues. If revenue levels

fall below our expectations and we are profitable at the time, our net income would decrease because only a small portion of
our expenses varies with our revenues. Therefore, any significant decline in revenues for any period could have an immediate
adverse impact on our results of operations for that period. We believe that period-to-period comparisons of our results of
operations should not be relied upon as an indication of future performance. In addition, our results of operations could be
below expectations of public market analysts and investors in future periods, which would likely cause the market price of our
common stock to decline.

We encounter long sales and implementation cycles, particularly for our larger customers, which could have an adverse
effect on the size, timing and predictability of our revenues.

Potential or existing customers, particularly larger enterprise customers, generally commit significant resources to an
evaluation of available software and require us to expend substantial time, effort and money educating them as to the value of
our software and services. Sales of our core software products to these larger customers often require an extensive education
and marketing effort.

We could expend significant funds and resources during a sales cycle and ultimately fail to win the customer. Our

sales cycle for all of our products and services is subject to significant risks and delays over which we have little or no control,
including:

•

our customers’ budgetary constraints;

the timing of our customers’ budget cycles and approval processes;

our customers’ willingness to replace their current software solutions;

our need to educate potential customers about the uses and benefits of our products and services; and

the timing of the expiration of our customers’ current license agreements or outsourcing agreements for similar
services.

If our sales cycles lengthen unexpectedly, they could adversely affect the timing of our revenues or increase costs,

which may cause fluctuations in our quarterly revenues and results of operations. Finally, if we are unsuccessful in closing sales
of our products after spending significant funds and management resources, our operating margins and results of operations
could be adversely impacted, and the price of our common stock could decline.

We depend on growth in the data and information management software market, and lack of growth or contraction in this
market could have a material adverse effect on our sales and financial condition.

Demand for data and information management software is linked to growth in the amount of data generated and

stored, demand for data retention and management (whether as a result of regulatory requirements or otherwise) and demand
for and adoption of new storage devices and networking technologies. Because our software applications are concentrated
within the data and information management software market, if the demand for storage devices, storage software applications,
storage capacity or storage networking devices declines, our sales, profitability and financial condition would be materially
adversely affected. Segments of the computer and software industry have in the past experienced significant economic
downturns. The occurrence of any of these factors in the data and information management software market could materially
adversely affect our sales, profitability and financial condition.

Furthermore, the data and information management software market is dynamic and evolving. Our future financial

performance will depend in large part on continued growth in the number of organizations adopting data and information
management software for their computing environments. The market for data and information management software may not
continue to grow at historic rates, or at all. If this market fails to grow or grows more slowly than we currently anticipate, our
sales and profitability could be adversely affected.

Our software applications are complex and may contain undetected errors, which could adversely affect not only our
software applications’ performance but also our reputation and the acceptance of our software applications in the market.

Software applications as complex as those we offer contain undetected errors or failures, especially when products are

first introduced or new versions are released. Despite extensive testing by us and by our customers, we have in the past
discovered errors in our software applications and will do so in the future. As a result of past discovered errors, we experienced
delays and lost revenues while we corrected those software applications. In addition, customers in the past have brought to our
attention “bugs” in our software created by the customers’ unique operating environments, which are often characterized by a
wide variety of both standard and non-standard configurations that make pre-release testing very difficult and time consuming.
Although we have been able to fix these software bugs in the past, we may not always be able to do so. Our software products
may also be subject to intentional attacks by viruses that seek to take advantage of these bugs, errors or other weaknesses. Any
of these events may result in the loss of, or delay in, market acceptance of our software applications and services, which would
seriously harm our sales, results of operations and financial condition.

Furthermore, we believe that our reputation and name recognition are critical factors in our ability to compete and

generate additional sales. Promotion and enhancement of our name will depend largely on our success in continuing to provide
effective software applications and services. The occurrence of errors in our software applications or the detection of bugs by
our customers may damage our reputation in the market and our relationships with our existing customers, and as a result, we
may be unable to attract or retain customers.

In addition, because our software applications are used to manage data that is often critical to our customers, they may

have a greater sensitivity to defects in our products than to defects in other, less critical, applications. As a result, the licensing
and support of our software applications involve the risk of product liability claims. Our license agreements with our customers
typically contain provisions designed to limit our exposure to potential product liability claims. However, the limitation of
liability provisions contained in our license agreements vary and may not be effective as a result of existing or future national,
federal, state, or local laws or ordinances or unfavorable judicial decisions. Although we have not experienced any material
product liability claims to date, the sale and support of our products entail the risk of such claims, which could be substantial in
light of the use of our products in enterprise-wide environments. In addition, our insurance against product liability may not be
adequate to cover all potential claims.

If the cost for annual maintenance and support agreements with our customers is not competitive in the market or if our
customers do not renew their annual maintenance and support agreements either at all, or on terms that are less favorable
to us, our business and financial performance might be adversely impacted.

Most of our maintenance agreements are for a one year term. As the end of the annual period approaches, we pursue
the renewal of the agreement with the customer. Historically, maintenance renewals have represented a significant portion of
our total revenue. Because of this characteristic of our business, if our customers choose not to renew their maintenance and
support agreements with us on beneficial terms, or at all, our business, operating results and financial condition could be
harmed. In addition, in conjunction with our current business transformation and operational performance initiatives, we are
evaluating the pricing and competitiveness of our maintenance and support costs to our customers. As a result, if we reduce the
price of our annual maintenance and support agreements to our customers without replacing this reduced revenue stream with
sales of other software products or services, it could have a material adverse impact on our results of operations.

We develop software applications that interoperate with certain software, operating systems and hardware developed by
others, and if the developers of those operating systems and hardware do not cooperate with us or we are unable to devote
the necessary resources so that our applications interoperate with those systems, our software development efforts may be
delayed or foreclosed and our business and results of operations may be adversely affected.

Our software applications operate primarily on the Windows, UNIX, Linux and Novell Netware operating systems;

used in conjunction with Microsoft SQL; and on hardware devices of numerous manufacturers. When new or updated versions
of these operating systems, software applications, and hardware devices are introduced, it is often necessary for us to develop
updated versions of our software applications so that they interoperate properly with these systems and devices. We may not
accomplish these development efforts quickly or cost-effectively, and it is not clear what the relative growth rates of these
operating systems and hardware will be. These development efforts require the cooperation of the developers of the operating
systems, software applications, and hardware, substantial capital investment and the devotion of substantial employee or
financial resources. For some operating systems, we must obtain some proprietary application program interfaces from the
owner in order to develop software applications that interoperate with the operating system. Operating system and software
owners have no obligation to assist in these development efforts. If they do not provide us with assistance, the contractual right,
or the necessary proprietary application program interfaces on a timely basis, we may experience delays or be unable to expand
our software applications into other areas.

We may not receive significant revenues from our current research and development efforts for several years, if at all.

Developing software is expensive, and the investment in product development may involve a long payback cycle. Our
research and development expenses were $64.1 million, or 11% of our total revenues in fiscal 2015, $55.1 million, or 9% of our
total revenues in fiscal 2014 and $47.4 million, or 10% of our total revenues in fiscal 2013. Our future plans include significant
investments in software research and development and related product opportunities. We believe that we must continue to
dedicate a significant amount of resources to our research and development efforts to maintain our competitive position.
However, we may not recognize significant revenues from these investments for several years, if at all.

The loss of key personnel or the failure to attract and retain highly qualified personnel could have an adverse effect on our
business.

Our future performance depends on the continued service of our key technical, sales, services and management

personnel. We rely on our executive officers and senior management to execute our existing business operations and identify
and pursue new growth opportunities. The loss of key employees could result in significant disruptions to our business, and the
integration and training of replacement personnel could be time consuming, cause additional disruptions to our business and be
unsuccessful. We do not carry key person life insurance covering any of our employees.

Our future success also depends on our continued ability to attract and retain highly qualified technical, sales, services

and management personnel. Competition for such personnel is intense, and we may fail to retain our key technical, sales,
services and management employees or attract or retain other highly qualified technical, sales, services and management
personnel in the future.

Furthermore, in the past, we have experienced higher levels of turnover in our sales force compared to other employee

groups in our company. Increases in the turnover rate of our sales force may affect our ability to generate license revenue
growth. Although we have hired replacements in our sales force and are continuing to hire additional sales personnel to grow
our business, we sometimes experience lower productivity from newly hired sales personnel for a period up to twelve months.
In addition, we periodically make adjustments to our sales organization in response to a variety of internal and external factors,
such as market opportunities, competitive threats, product introductions or enhancements and sales performance. Such
adjustments could be temporarily disruptive and result in reduced productivity.

The volatility of our stock price may from time to time adversely affect our ability to attract or retain employees. If we

are unable to hire or retain qualified employees across our organization, or conversely, if we fail to manage employee
performance or reduce staffing levels when required by market conditions, our personnel costs would be excessive and our
business and profitability could be adversely affected.

Our international sales and operations are subject to factors that could have an adverse effect on our results of operations.

We have significant sales and services operations outside the United States, and derive a substantial portion of our

revenues from these operations. We also plan to continue to expand our international operations. We generated approximately
43% of our revenues from outside the United States in both fiscal 2015 and 2014. Accordingly, international sales increased
4% in fiscal 2015 compared to fiscal 2014. Expansion of our international operations will require a significant amount of
attention from our management and substantial financial resources and might require us to add qualified management in these
markets.

In addition to facing risks similar to the risks faced by our domestic operations, our international operations are also

subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many
countries, including:

•

difficulties in staffing and managing our international operations;

foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs or
adopt other restrictions on foreign trade or investment, including currency exchange controls;

difficulties in coordinating the activities of our geographically dispersed and culturally diverse operations;

general economic conditions in the countries in which we operate, including seasonal reductions in business
activity in the summer months in Europe and in other periods in other countries, could have an adverse effect on
our earnings from operations in those countries;

imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements may occur, including
those pertaining to export restrictions, privacy and data protection, trade and employment restrictions and
intellectual property protections;

longer payment cycles for sales in foreign countries and difficulties in collecting accounts receivable;

competition from local suppliers;

greater risk of a failure of our employees and partners to comply with both U.S. and foreign laws, including
antitrust regulations, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010, and any trade
regulations ensuring fair trade practices;

costs and delays associated with developing software in multiple languages; and

political unrest, war or acts of terrorism.

Our business in emerging markets requires us to respond to rapid changes in market conditions in those markets. Our

overall success in international markets depends, in part, upon our ability to succeed in differing legal, regulatory, economic,
social and political conditions. We may not continue to succeed in developing and implementing policies and strategies that
will be effective in each location where we do business. Furthermore, the occurrence of any of the foregoing factors may have a
material adverse effect on our business and results of operations.

We may experience fluctuations in foreign currency exchange rates that could adversely impact our results of operations.

Our international sales are generally denominated in foreign currencies, and this revenue could be materially affected
by currency fluctuations. Our primary exposure is to fluctuations in exchange rates for the U.S. dollar versus the Euro and, to a
lesser extent, the Australian dollar, British pound sterling, Canadian dollar, Chinese yuan, Indian rupee, Korean won and
Singapore dollar. Changes in currency exchange rates could adversely affect our reported revenues and could require us to
reduce our prices to remain competitive in foreign markets, which could also have a material adverse effect on our results of
operations. An unfavorable change in the exchange rate of foreign currencies against the U.S. dollar would result in lower
revenues when translated into U.S. dollars, although operating expenditures would be lower as well.

In recent fiscal years, we have selectively hedged our exposure to changes in foreign currency exchange rates on the
balance sheet. In the future, we may enter into additional foreign currency-based hedging contracts to reduce our exposure to
significant fluctuations in currency exchange rates on the balance sheet, although there can be no assurances that we will do so.
However, as our international operations grow, or if dramatic fluctuations in foreign currency exchange rates continue or
increase or if our hedging strategies become ineffective, the effect of changes in the foreign currency exchange rates could
become material to revenue, operating expenses, and income.

Our ability to sell our software applications is highly dependent on the quality of our service offerings, and our failure to
offer high quality support and professional services would have a material adverse effect on our sales of software
applications and results of operations.

Our services include the assessment and design of solutions to meet our customers’ storage management requirements
and the efficient installation and deployment of our software applications based on specified business objectives. Further, once
our software applications are deployed, our customers depend on us to resolve issues relating to our software applications. A
high level of service is critical for the successful marketing and sale of our software. If we or our partners do not effectively
install or deploy our applications, or succeed in helping our customers quickly resolve post-deployment issues, it would
adversely affect our ability to sell software products to existing customers and could harm our reputation with prospective
customers. As a result, our failure to maintain high quality support and professional services would have a material adverse
effect on our sales of software applications and results of operations.

A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.

Sales to U.S. and foreign federal, state, and local governmental agency end-customers have accounted for a portion of

our revenue, and we may in the future increase sales to government entities. However, government entities have recently
announced reductions in, or experienced increased pressure to reduce spending. In particular, such measures have adversely
affected European public sector transactions, and U.S. debt issues and budget concerns may adversely impact future U.S. public
sector transactions. Such budgetary constraints or shifts in spending priorities of government entities may adversely affect sales
of our products and services to such entities. In addition, sales to government entities are subject to a number of risks. Selling to
government entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and
expense without any assurance that we will successfully sell our products to such governmental entity. Government entities
may require contract terms that differ from our standard arrangements. Government contracts may require the maintenance of
certain security clearances for facilities and employees which can entail administrative time and effort possibly resulting in
additional costs and delays. In addition, government demand for our products may be more volatile as they are affected by
public sector budgetary cycles, funding authorizations, and the potential for funding reductions or delays, making the time to
close such transactions more difficult to predict. This risk is enhanced as the size of such sales to the government entities
increases. If the use of our products expands to more sensitive, secure or mission critical uses by our government customers, we
may be subject to increased scrutiny, potential reputational risk, or potential liability should our products fail to perform as
expected or should we not comply with the terms of our government contracts or government contracting requirements.

Most of our sales to government entities have been made indirectly through providers that sell our products.
Government entities may have contractual or other legal rights to terminate contracts with our providers for convenience or due
to a default, and any such termination may adversely impact our future results of operations. Governments routinely audit and
investigate government contractors, and we may be subject to such audits and investigations. If an audit or investigation
uncovers improper or illegal activities, including any misuse of confidential or classified information by our employees, we
may be subject to civil or criminal penalties and administrative sanctions.

We may be subject to information technology system failures, network disruptions and breaches in data security.

Information technology system failures, network disruptions and breaches of data security could disrupt our operations

by causing delays or cancellation of customer orders, impeding the shipment of software products, negatively affecting our
service offerings, preventing the processing of transactions and reporting of financial results. Information technology system
failures, network disruptions and breaches of data security could also result in the unintentional disclosure of customer or our
information as well as damage our reputation. While management has taken steps to address these concerns by implementing
sophisticated network security, internal control measures and developed certain disaster recovery plans, there can be no
assurance that a system failure, network disruption or data security breach will not have a material adverse effect on our
financial condition and operating results.

Protection of our intellectual property is limited, and any misuse of our intellectual property by others could materially
adversely affect our sales and results of operations.

Our success depends significantly upon proprietary technology in our software, documentation and other written

materials. To protect our proprietary rights, we rely on a combination of:

•

patents;

trade secrets;

confidentiality procedures; and

contractual provisions.

These methods afford only limited protection. Despite this limited protection, any issued patent may not provide us

with any competitive advantages or may be challenged by third parties, and the patents of others may seriously impede our
ability to conduct our business. Further, our pending patent applications may not result in the issuance of patents, and any
patents issued to us may not be timely or broad enough to protect our proprietary rights. We may also develop proprietary
products or technologies that cannot be protected under patent law. We also seek to maintain certain intellectual property as
trade secrets. The secrecy could be compromised by outside parties, or by our employees, which would cause us to lose the
competitive advantage resulting from these trade secrets.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our software

applications or to obtain and use information that we regard as proprietary. Policing unauthorized use of our software
applications is difficult, and we expect software piracy to continue to be a persistent problem. In licensing our software
applications, we typically rely on “shrink wrap” or “click wrap” licenses that are not signed by licensees. We may have
difficulty enforcing these licenses in some jurisdictions. In addition, the laws of some foreign countries do not protect our
proprietary rights to as great an extent as do the laws of the United States. Our attempts to protect our proprietary rights may
not be adequate. Our competitors may independently develop similar technology, duplicate our software applications or design
around patents issued to us or other intellectual property rights of ours. Litigation may be necessary in the future to enforce our
intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others.
Litigation could result in substantial costs and diversion of resources and management attention. In addition, from time to time
we are participants or members of various industry standard-setting organizations or other industry technical organizations. Our
participation or membership in such organizations may, in some circumstances, require us to enter into royalty or licensing
agreements with third parties regarding our intellectual property under terms established by those organizations, which we may
not find favorable. In addition, many of our agreements with our customers and partners require us to indemnify them for
certain intellectual property infringement claims against them, which would increase our costs as a result of defending such
claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. Furthermore, such
customers and partners may discontinue the use of our products, services, and technologies, as a result of injunctions or
otherwise, which could result in loss of revenues and adversely impact our business.

Claims that we misuse the intellectual property of others could subject us to significant liability and disrupt our business,
which could have a material adverse effect on our results of operations and financial condition.

Due to the nature of our business, we may become subject to material claims of infringement by competitors and other

third parties with respect to current or future software applications, trademarks or other proprietary rights. We expect that
software developers will increasingly be subject to infringement claims as the number of software applications and competitors
in our industry segment grows and the functionality of software applications in different industry segments overlaps. Future
litigation may also involve third parties such as individuals, non-practicing entities, patent holding companies, and/or patent
assertion entities that have no relevant product offerings or revenue in the marketplace, and against whom our own patents may
provide little or no deterrence or protection. Such parties may purchase or otherwise obtain intellectual property assets for the
purpose of monetizing these assets; they often make broad and sweeping claims of infringement against product manufacturing
companies such as CommVault and its customers, seeking a percentage of sales as license fees, seeking injunctions to pressure
us into taking a license, or a combination thereof. Claims such as these have increased in recent years and may continue to do
so. Any such claims, whether meritorious or not, could be time-consuming, result in costly litigation, cause shipment delays or
require us to enter into royalty or licensing agreements with third parties, which may not be available on terms that we deem
acceptable, if at all. In addition, we may decide to settle a claim or action against us, which settlement could be costly. We may
also be liable for any past infringement. If there is an adverse ruling against us in an infringement lawsuit, an injunction could
be issued barring production or sale of any infringing product. It could also result in a damage award equal to a reasonable
royalty or lost profits or, if there is a finding of willful infringement, treble damages. Any of these claims could disrupt our
business and have a material adverse effect on our results of operations and financial condition.

In addition, we license and use software from third parties in our business. These third-party software licenses may not

continue to be available to us on acceptable terms or at all, and may expose us to additional liability. This liability, or our
inability to use any of this third-party software, could result in shipment delays or other disruptions in our business that could
materially and adversely affect our operating results.

Our use of “open source” software could negatively affect our business and subjects us to possible litigation.

Some of the products or technologies acquired, licensed or developed by us may incorporate so-called “open source”

software, and we may incorporate open source software into other products in the future. Such open source software is
generally licensed by its authors or other third parties under open source licenses, including, for example, the GNU General
Public License, the GNU Lesser General Public License, the Common Public License, “Apache-style” licenses, “Berkley
Software Distribution or BSD-style” licenses and other open source licenses. We monitor our use of open source software to
avoid subjecting our products to conditions we do not intend, but these efforts may not be successful. Although we believe that
we have complied with our obligations under the various applicable licenses for open source software that we use, there is little
or no legal precedent governing the interpretation of many of the terms of certain of these licenses, and therefore the potential
impact of these terms on our business is somewhat unknown and may result in unanticipated obligations regarding our products
and technologies. The use of such open source software may ultimately subject some of our products to unintended conditions,
which may negatively affect our business, financial condition, operating results, cash flow and ability to commercialize our
products or technologies.

Some of these open source licenses may subject us to certain conditions, including requirements that we offer our
products that use the open source software for no cost, that we make available source code for modifications or derivative
works we create based upon, incorporating or using the open source software and/or that we license such modifications or
derivative works under the terms of the particular open source license. If an author or other third-party that distributes such
open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be
required to incur significant legal expenses defending against such allegations. If our defenses were not successful, we could be
enjoined from the distribution of our products that contained the open source software and required to make the source code for
the open source software available to others, to grant third parties certain rights of further use of our software or to remove the
open source software from our products, which could disrupt the distribution and sale of some of our products. In addition, if
we combine our proprietary software with open source software in a certain manner, under some open source licenses we could
be required to release the source code of our proprietary software. If an author or other third-party that distributes open source
software were to obtain a judgment against us based on allegations that we had not complied with the terms of any such open
source licenses, we could also be subject to liability for copyright infringement damages and breach of contract for our past
distribution of such open source software.

Our effective tax rate is difficult to project, and changes in such tax rate or adverse results of tax examinations could
adversely affect our operating results.

We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Our results of

operations would be adversely affected to the extent that our geographical mix of income becomes more weighted toward
jurisdictions with higher tax rates and would be favorably affected to the extent the relative geographic mix shifts to lower tax
jurisdictions. Any change in our mix of earnings is dependent upon many factors and is therefore difficult to predict.

The process of determining our anticipated tax liabilities involves many calculations and estimates that are inherently

complex and make the ultimate tax obligation determination uncertain. As part of the process of preparing our consolidated
financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate prior to the
completion and filing of tax returns for such periods. These estimates involve complex issues, require extended periods of time
to resolve, and require us to make judgments, such as anticipating the outcomes of audits with tax authorities and the positions
that we will take on tax returns prior to our actually preparing the returns.

Furthermore, our overall effective income tax rate and tax expenses may be affected by various factors in our business,

including changes in our legal structure, changes in the geographic mix of income and expenses, changes in tax laws and
applicable accounting pronouncements and variations in the estimated and actual level of annual profits before income tax. For
example, our effective tax rate has benefited from an existing U.S. research and development tax credit. If this tax credit is not
renewed, we would expect our effective tax rate to increase.

We also determine the need to record deferred tax liabilities and the recoverability of deferred tax assets. A valuation

allowance is established to the extent recovery of deferred tax assets is not likely based on our estimation of future taxable
income and other factors in each jurisdiction. As of March 31, 2015, we had net deferred tax assets of approximately $41.0
million, which were primarily related to federal and state research tax credit carryforwards, stock-based compensation and
deferred revenue. We expect our cash taxes to continue to increase as our cash tax rate approaches our effective tax rate over
the next one to two fiscal years.

Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash
equivalents fail.

Our cash and cash equivalents are highly liquid investments with original maturities of three months or less at the time
of purchase. We maintain the cash and cash equivalents with major financial institutions. Deposits with these banks exceed the
Federal Deposit Insurance Corporation (“FDIC”) insurance limits or similar limits in foreign jurisdictions. While we monitor
daily the cash balances in the operating accounts and adjust the balances as appropriate, these balances could be impacted if
one or more of the financial institutions with which we deposit fails or is subject to other adverse conditions in the financial or
credit markets. To date, we have experienced no loss or lack of access to our invested cash or cash equivalents; however, we
can provide no assurance that access to our invested cash and cash equivalents will not be impacted by adverse conditions in
the financial and credit markets.

We cannot predict our future capital needs and we may be unable to obtain financing, which could have a material adverse
effect on our business, results of operations and financial condition.

We may need to raise additional funds in the future in order to acquire complementary businesses, technologies,

products or services. Any required financing may not be available on terms acceptable to us, or at all. If we raise additional
funds by issuing equity securities, you may experience significant dilution of your ownership interest, and the newly-issued
securities may have rights senior to those of the holders of our common stock. If we raise additional funds by obtaining loans
from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our
business that could impair our operational flexibility, and would also require us to fund additional interest expense. If additional
financing is not available when required or is not available on acceptable terms, we may be unable to successfully develop or
enhance our software and services through acquisitions in order to take advantage of business opportunities or respond to
competitive pressures, which could have a material adverse effect on our software and services offerings, revenues, results of
operations and financial condition.

We are subject to the risks of owning real property.

During fiscal 2013, we closed on a purchase of land located in Tinton Falls, New Jersey for our corporate campus

headquarters to support the long-term growth of our business. We have limited experience in the ownership and management of
real property. In addition, we are subject to the risks of owning real property including the possible need for structural
improvements in order to comply with zoning and other legal or regulatory requirements. Furthermore, we are subject to
adverse changes in the value of this property due to interest rate changes, changes in the market in which the property is located
or other factors. Also, if we decide to sell our real property in the future and are not able to recover all capitalized costs, it could
have a material adverse effect on our financial condition and operating results.

Many of our key financial systems used for internal purposes are cloud-based solutions provided by third parties.

Our enterprise resource planning system as well as certain other stand-alone internal financial systems are cloud-based
solutions provided by third parties. The use of cloud-based systems provided by third parties exposes us to certain risks of those
third parties. If a disruption of services by these third party cloud financial system providers were to occur it could have a
material adverse effect on our financial position, results of operations and cash flows.

If we were to borrow against our revolving credit facility, it could adversely affect our operations and financial results and
prevent us from fulfilling our obligations.

On June 30, 2014, we closed on a $250 million revolving credit facility. If we were to borrow substantially against this

facility the indebtedness could have adverse consequences, including:

•

requiring us to dedicate a portion of our cash flow from operations to payments of indebtedness, which would reduce
the availability of cash flow to fund working capital requirements, capital expenditures and other general corporate
purposes;

•

•
•

limiting our flexibility in planning for, or reacting to, general adverse economic conditions or changes in our business
and the industry in which we operate;
placing us at a competitive disadvantage compared to our competitors that have less debt; and
limiting our ability to fund potential acquisitions.

Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our
results of operations.

Changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules, or
varying interpretations of current accounting pronouncements or taxation practice could have a significant adverse effect on our
results of operations or the manner in which we conduct our business. Further, such changes could potentially affect our
reporting of transactions completed before such changes are effective.

For example, the U.S.-based Financial Accounting Standards Board (“FASB”) is currently working together with the
International Accounting Standards Board (“IASB”) on several projects to further align accounting principles and facilitate
more comparable financial reporting between companies who are required to follow U.S. Generally Accepted Accounting
Principles (“GAAP”) under SEC regulations and those who are required to follow IFRS outside of the U.S. These efforts by the
FASB and IASB may result in different accounting principles under GAAP that may result in materially different financial
results for us in areas including, but not limited to principles for recognizing revenue and lease accounting.

Risks Relating to Ownership of Our Common Stock

The price of our common stock may be highly volatile and may decline regardless of our operating performance.

The market price of our common stock could be subject to significant fluctuations in response to:

•

variations in our quarterly or annual operating results;

changes in financial estimates, treatment of our tax assets or liabilities or investment recommendations by
securities analysts following our business or our competitors;

the public’s response to our press releases, rumors, our other public announcements and our filings with the SEC;

changes in accounting standards, policies, guidance or interpretations or principles;

sales of common stock by our directors, officers and significant stockholders;

announcements of technological innovations or enhanced or new products by us or our competitors;

our failure to achieve operating results consistent with securities analysts’ projections;

the operating and stock price performance of other companies that investors may deem comparable to us;

broad market and industry factors; and

other events or factors, including those resulting from war, incidents of terrorism or responses to such events.

The market prices of software companies have been extremely volatile. Stock prices of many software companies

have often fluctuated in a manner unrelated or disproportionate to the operating performance of such companies. In the past,
following periods of market volatility, stockholders have often instituted securities class action litigation. Securities litigation
could have a substantial cost and divert resources and the attention of management from our business.

Future sales of our common stock, or the perception that such future sales may occur, may cause our stock price to decline
and impair our ability to obtain capital through future stock offerings.

A substantial number of shares of our common stock are available for sale into the public market. The occurrence of

such sales, or the perception that such sales could occur, could materially and adversely affect our stock price and could impair
our ability to obtain capital through an offering of equity securities.

Certain provisions in our charter documents and agreements and Delaware law, as well as our stockholder rights plan, may
inhibit potential acquisition bids for CommVault and prevent changes in our management.

Our certificate of incorporation and bylaws contain provisions that could depress the trading price of our common

stock by acting to discourage, delay or prevent a change of control of our company or changes in management that our
stockholders might deem advantageous. Specific provisions in our certificate of incorporation include:

•

our ability to issue preferred stock with terms that the Board of Directors may determine, without stockholder
approval;

a classified board in which only a third of the total board members will be elected at each annual stockholder
meeting;

advance notice requirements for stockholder proposals and nominations; and

limitations on convening stockholder meetings.

In addition to the provision described above, on November 13, 2008, our Board of Directors adopted a stockholders

rights plan and declared a dividend distribution of one Right for each outstanding share of our common stock to shareholders of
record on November 24, 2008. Each Right, when exercisable, entitles the registered holder to purchase from us one one-
thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, at a purchase price of $80 per
one one-thousandth of a share, subject to adjustment. The Rights may discourage a third-party from making an unsolicited
proposal to acquire us, as exercise of the Rights would cause substantial dilution to such third-party attempting to acquire us.

As a result of the provisions in our certificate of incorporation and our stockholder rights plan, the price investors may

be willing to pay in the future for shares of our common stock may be limited.

Also, we are subject to Section 203 of the Delaware General Corporation Law, which imposes certain restrictions on
mergers and other business combinations between us and any holder of 15% or more of our common stock. Further, certain of
our employment agreements and incentive plans provide for vesting of stock options and/or payments to be made to the
employees thereunder if their employment is terminated in connection with a change of control, which could discourage, delay
or prevent a merger or acquisition at a premium price.

We do not expect to pay any dividends in the foreseeable future.

We do not anticipate paying any cash dividends to holders of our common stock in the foreseeable future.
Consequently, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only
way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

Although we believe we currently have adequate internal control over financial reporting, we are required to assess our
internal control over financial reporting on an annual basis, and any future adverse results from such assessment could
result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), and the rules and regulations promulgated

by the SEC to implement SOX 404, we are required to furnish a report in our Form 10-K regarding the effectiveness of our
internal control over financial reporting. The report’s assessment of our internal control over financial reporting as of the end of
our fiscal year must include disclosure of any material weaknesses in our internal control over financial reporting identified by
management. Management’s assessment of internal control over financial reporting requires management to make subjective
judgments and some of our judgments will be in areas that may be open to interpretation.

Although we currently believe our internal control over financial reporting is effective, the effectiveness of our
internal controls in future periods is subject to the risk that our controls may become inadequate or may not operate effectively.
In future years, if we fail to timely complete this assessment, or if our auditors cannot timely attest, there may be a loss of
public confidence in our internal controls, the market price of our stock could decline and we could be subject to regulatory
sanctions or investigations by the NASDAQ Stock Market, the Securities and Exchange Commission or other regulatory
authorities, which would require additional financial and management resources. In addition, any failure to implement required
new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to
fail to timely meet our regulatory reporting obligations.

During the past few years, our organizational structure has increased in complexity due to compliance with tax

regulations and tax accounting requirements and other regulatory and compliance requirements, including compliance with
anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the UK Bribery Act of
2010 (the “UK Bribery Act”). Further, we have expanded our presence in the Asia-Pacific region, where business practices can
differ from those in other regions of the world and can create internal control risks. We provide business practices training to
our employees worldwide. Overall, the combination of increased structural complexity and the ever-increasing regulatory
complexity make it more critical for us to attract and retain qualified and technically competent employees.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

Our principal administrative, sales, marketing, customer support and research and development facility is located at

our owned corporate headquarters in Tinton Falls, New Jersey.

In addition, we have offices in the United States in Arizona, California, Colorado, Florida, Georgia, Illinois, Kansas,
Massachusetts, Minnesota, New York, North Carolina, Ohio, Oregon, Tennessee, Texas, Virginia and Washington; and outside
the United States in Kanata, Ontario; Toronto, Ontario; Calgary, Alberta; Montreal, Quebec; Vancouver, British Columbia;
Reading, United Kingdom; Oberhausen, Germany; Utrecht, Netherlands; Milan, Italy; Stockholm, Sweden; Zurich,
Switzerland; Istanbul, Turkey; Paris, France; Madrid, Spain; Dubai, United Arab Emirates; Moscow, Russia; Warsaw, Poland;
Johannesburg, South Africa; Riyadh, Saudi Arabia; Tel Aviv, Israel; Beijing, China; Shanghai, China; Guangzhou, China;
Chengdu, China; Hong Kong; Sydney, Australia; Melbourne, Australia; Canberra, Australia; Auckland, New Zealand; Tokyo,
Japan; Singapore; Mexico City, Mexico; Kuala Lumpar, Malaysia; Bangkok, Thailand; Sao Paulo, Brazil; Seoul, South Korea;
Mumbai, India; New Delhi, India; Bangalore, India; and Hyderabad, India.

Item 3.

Legal Proceedings

From time to time, we are subject to claims in legal proceedings arising in the normal course of our business. Except

as discussed below, we do not believe that we are currently party to any pending legal action that could reasonably be expected
to have a material adverse effect on our business or operating results.

On September 10, 2014, a purported class action complaint was filed in the United States District Court for the
District of New Jersey against the Company, our Chief Executive Officer and our Chief Financial Officer. The case is captioned
In re CommVault Systems, Inc. Securities Litigation (Master File No. 3:14-cv-05628-MAS-LHG). The suit alleges that the
company made materially false and misleading statements, or failed to disclose material facts, regarding the Company's
financial results, business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 and Rule 10b-5 promulgated thereunder. The suit asserts claims covering an alleged class period from May 7, 2013
through April 24, 2014. It is purportedly brought on behalf of purchasers of the Company's common stock during that period,
and seeks compensatory damages, costs and expenses, as well as equitable or other relief. Lead plaintiff, the Arkansas Teachers
Retirement System, was appointed on January 12, 2015, and on March 18, 2015, an amended complaint was filed by the
plaintiffs. Defendants plan to file their motion to dismiss the complaint on May 26, 2015. We believe that the suit is without
merit and we intend to defend ourselves and our officers vigorously. However, due to the inherent uncertainties of litigation, we
cannot accurately predict the ultimate outcome of this matter. We are unable at this time to determine whether the outcome of
the litigation would have a material impact on our results of operations, financial condition or cash flows.

Item 4.

Mine Safety Disclosures

Not Applicable

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Market for our Common Stock

Our common stock is listed and traded on The NASDAQ Global Market under the symbol “CVLT.” The following
table sets forth, for the periods indicated, the high and the low closing sales prices of our common stock, as reported on The
NASDAQ Global Market.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Common Stock

2015

2014

High

Low

High

Low

70.80

55.83

54.03

51.55

46.07

47.13

42.88

43.45

80.78

88.95

89.45

76.10

67.09

75.52

67.17

61.92

On May 1, 2015, the last reported sale price of our common stock as reported on The NASDAQ Global Market was

$45.50 per share.

Stockholders

As of May 1, 2015, there were approximately 54 holders of our common stock. The number of record holders does not

represent the actual number of beneficial owners of shares of our common stock because shares are frequently held in street
name by securities dealers and others for the benefit of individual owners who have the right to vote their shares.

Dividend Policy

We have never paid cash dividends on our common stock, and we intend to retain our future earnings, if any, to fund
the growth of our business. We therefore do not anticipate paying any cash dividends on our common stock in the foreseeable
future. Our future decisions concerning the payment of dividends on our common stock will depend upon our results of
operations, financial condition and capital expenditure plans, as well as any other factors that the Board of Directors, in its sole
discretion, may consider relevant.

Stock Performance Graph

The graph set forth below compares the cumulative total stockholder return on our common stock between March 31,

2010 and March 31, 2015, with the cumulative total return of (i) The NASDAQ Computer Index and (ii) The NASDAQ
Composite Index, over the same period. This graph assumes the investment of $100,000 on March 31, 2010 in our common
stock, The NASDAQ Composite Index and The NASDAQ Computer Index, and assumes the reinvestment of dividends, if any.
The graph assumes the initial value of our common stock on March 31, 2010 was the closing sales price of $21.35 per share.

The comparisons shown in the graph below are based upon historical data. The stock price performance shown in the

graph below is not necessarily indicative of, nor is it intended to forecast, the future performance of our common stock.
Information used in the graph was obtained from NASDAQ, a source we believe to be reliable, but we are not responsible for
any errors or omissions in such information.

The performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise

subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of
CommVault under the Securities Act or the Exchange Act.

CommVault

NASDAQ Composite Index

NASDAQ Computer Index

)
s
d
n
a
s
u
o
h
T
n
I
(

s
r
a
l
l
o
D

400

350

300

250

200

150

100

03/31/10

03/31/11

03/30/12

03/28/13

03/31/14

03/31/15

CommVault

NASDAQ Composite Index

NASDAQ Computer Index

Issuer Purchases of Equity Securities

3/31/2010

3/31/2011

3/30/2012

3/28/2013

3/31/2014

3/31/2015

100.0

186.8

116.0

119.2

232.5

128.9

142.2

384.0

136.3

132.4

304.2

175.1

173.5

204.7

204.4

207.4

Item 6.

Selected Financial Data

The following selected financial data should be read in conjunction with our financial statements and related notes,

“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included
elsewhere in this Annual Report on Form 10-K. The selected statements of operations and the selected balance sheet data are
derived from our audited financial statements. The historical results presented below are not necessarily indicative of the results
to be expected in any future period.

Statement of Operations Data:
Revenues:

Software

Services

Total revenues

Cost of revenues:

Software

Services

Total cost of revenues

Gross margin

Operating expenses:

Year Ended March 31,

2015

2014

2013

2012

2011

(In thousands, except per share data)

283,254

294,411

251,508

201,800

324,289

607,543

2,442

79,626

82,068

291,929

586,340

2,588

71,713

74,301

244,342

495,850

2,863

62,089

64,952

204,839

406,639

2,747

50,660

53,407

149,798

164,978

314,776

2,369

38,646

41,015

525,475

512,039

430,898

353,232

273,761

Sales and marketing

Research and development

General and administrative

Depreciation and amortization

335,980

283,304

247,696

219,025

163,054

64,143

78,063

8,505

55,134

67,106

6,075

47,356

50,119

4,832

39,936

40,619

4,353

36,954

34,207

3,775

Total operating expenses

486,691

411,619

350,003

303,933

237,990

Income from operations

Interest expense
Interest income

Income before income taxes

Income tax expense

Net income

Net income per common share:

Basic

Diluted

Weighted average shares used in
computing per share amounts:

Basic

Diluted

Balance Sheet Data:
Cash and cash equivalents

Short-term investments

Working capital

Total assets

Deferred revenue

Total stockholders’ equity

38,784
(665)
773

38,892

13,242

25,650

0.56

0.54

100,420

—
890

101,310

37,246

64,064

1.36

1.29

45,464

47,222

46,976

49,642

80,895

—
1,059

81,954

28,745

53,209

1.17

1.10

45,463

48,330

49,299
(57)
750

49,992

18,052

31,940

0.72

0.68

35,771
(106)
650

36,315

15,311

21,004

0.49

0.45

44,089

47,201

43,283

46,301

2015

2014

2013

2012

2011

As of March 31,

(In thousands)

337,673

457,733

433,964

297,088

217,170

49,936

283,622

713,466

229,735

407,010

24,976

387,004

755,384

209,575

462,578

1,948

343,094

604,854

184,270

354,017

3,146

222,301

432,688

147,373

229,984

1,150

179,380

342,499

112,912

188,130

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis along with our consolidated financial statements and the

related notes included elsewhere in this Annual Report on Form 10-K. The statements in this discussion regarding our
expectations of our future performance, liquidity and capital resources, and other non-historical statements are forward-
looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not
limited to, the risks and uncertainties described under “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Our
actual results may differ materially from those contained in or implied by any forward-looking statements.

Overview

We are a leading provider of data and information management software applications and related services in terms of
product breadth and functionality and market penetration. We develop, market and sell a unified suite of data and information
management software applications under the Simpana® brand. Simpana software is built from the ground up on a single
platform and unified code base for integrated data and information management. The Simpana platform contains licensable
modules that work together seamlessly, sharing a single code and common function set to deliver Backup and Recovery,
Archive, Replication, eDiscovery and Analytic capabilities across physical, virtual and cloud environments. With a single
platform approach, Simpana software is specifically designed to protect, manage and access data throughout its lifecycle in less
time, at lower cost and with fewer resources than alternative solutions. Our product features and capabilities enable our
customers to deploy solutions for data protection, business continuance, corporate compliance and centralized management and
reporting. We also provide our customers with a broad range of professional services that are delivered by our worldwide
support and field operations. As of March 31, 2015 we had licensed our software applications to over 21,000 registered
customers.

History and Background

In early 2000, we launched CommVault Galaxy for backup and recovery, a storage industry award winner. In the years

since, CommVault has forged numerous alliances with top software application and hardware vendors, such as Dell, HP,
Hitachi Data Systems, Microsoft, Network Appliance, Fujitsu, Novell and Oracle, to enhance capabilities and to create a
premiere suite of data and information management solutions. In 2002, we launched our single-platform technology that
provides the foundation of our information management approach to storing, managing, and accessing data.

Our Simpana software suite is designed as one product that contains the following licensable modules, all built on a

single unified code base and platform to protect, manage and access data and information: Backup and Recovery, Archive,
Replication, eDiscovery, and Analytics. In addition to Backup and Recovery, the subsequent release of our other software
application modules has substantially increased our addressable market. Each application module can be used individually or in
combination with other application modules from our single platform suite.

We also offer CommVault Solution Sets that are purpose-built offerings designed to accelerate private, public and
hybrid cloud adoption that seamlessly integrate with our single platform Simpana software and related licensable modules,
offering a path towards holistic data management while allowing customers to utilize functionality to address point solution
requirements as their business dictates.

In August 2010, our CommVault Simpana 9.0 software suite (“Simpana 9”) was made available for public release. We

believe that Simpana 9, which built on and significantly expanded Simpana 8, allows customers to deploy a modern data
management solution to achieve gains in efficiency, cost optimization and scale. We believe that Simpana 9 solves real-world
IT challenges with major technology advancements, including increased virtualization scalability and performance, integrated
source and target data deduplication, automatic and transparent integration with hardware array-based snapshots, as well as new
tools that ease migration to our next generation Simpana 9 platform.

In January 2012, we released enhancements to our existing Simpana 9 software suite. These enhancements included

new capabilities that converges backup, archive and reporting processes; additional SnapProtect technology that delivers
hardware snapshot integration; enhancements to virtual server protection; new innovations to protect data on laptops and
desktops with embedded source deduplication for optimized efficiency; and new integration with Microsoft SharePoint.

In February 2013, our CommVault Simpana 10.0 software suite (“Simpana 10”) was made available for public release.
We believe Simpana 10 extends our data protection and archiving leadership to deliver secure, self-service access from mobile
devices, speed the adoption of cloud computing and extract value from Big Data. Simpana 10 includes major technology
advancements such as Enhanced IntelliSnap™ snapshot management; Simpana OnePass™ with Exchange; tighter integration
with Microsoft Hyper-V, VMware vSphere 5.1 and vCloud Director 5.1; workflow automation; fourth-generation parallel

deduplication; and customizable web-based reporting, dashboards and cloud-based analytics. Our Simpana 10 architecture
efficiently stores all protected data in a virtual repository, called ContentStore, and opens access to simplify the way end users
search, analyze and repurpose data across an enterprise.

During our fiscal 2015, we released Solution Sets for our Simpana 10 software suite for virtual machine backup,

recovery and cloud management; endpoint data protection; and email archive. These Simpana Solution Sets can be
individually deployed or combined as part of a comprehensive data protection and information management solution.

Our software licenses typically provide for a perpetual right to use our software and are sold on a per terabyte capacity
basis, on a per-copy basis, as site licenses or as a solution set. During the fiscal year ended March 31, 2015, approximately 81%
of software license revenue was sold on a capacity basis. Capacity based software licenses provide our customers with
unlimited licenses of specified software products based on a defined level of terabytes of data under management. As a result,
when we sell our platform through a capacity license, certain of the various Simpana functionalities are bundled into one
capacity based price. We anticipate that capacity based licenses will continue to account for the vast majority of our software
license revenue for the near future. Site licenses give the customer the additional right to deploy the software on a limited basis
during a specified term. Our solution sets are generally sold on a per unit basis such as per virtual machine for our virtual
machine backup, recovery and cloud management solution set; per mailbox for our email archive solution set and per user for
our endpoint data protection solution set.

Historically, an insignificant amount of our revenue has been sold under subscription, or term based, license
arrangements. In these arrangements the customer has the right to use the software on either a capacity basis or per-copy or
per-unit basis over a designated period of time. Revenue in these arrangements is recognized ratably over the term of the
agreement. Over the next several years we expect revenue from these types of arrangements to become a more significant
portion of our total revenue.

The industry in which we currently operate continues to go through accelerating changes as the result of compounding
data growth and the introduction of new technologies. We are continuing to pursue an aggressive product development program
in both data and information management solutions. Our data management solutions include not only traditional backup, but
also new innovations in de-duplication, data movement, virtualization, snap-based backups and enterprise reporting. Our
information management innovations are primarily in the areas of archiving, eDiscovery, records management, governance,
operational reporting and compliance. We remain focused on both the data and information management trends in the
marketplace and, in fact, a material portion of our existing research and development expenses are utilized toward the
development of such new technologies discussed above. While we are confident in our ability to meet these changing industry
demands with our Simpana suite and potential future releases, the development, release and timing of any features or
functionality remain at our sole discretion and our solutions or other technologies may not be widely adopted.

The rapid growth of data, and the need to securely protect, manage and access this data is driving substantial

Given the nature of the industry in which we operate, our software applications are subject to obsolescence. As noted
above, we continually develop and introduce updates to our existing software applications in order to keep pace with evolving
industry technologies. In addition, we must address evolving industry standards, changing customer requirements and
competitive software applications that may render our existing software applications obsolete. For each of our software
applications, we provide full support for the current generally available release and one prior release. When we declare a
product release obsolete, a customer notice is delivered twelve months prior to the effective date of obsolescence announcing
continuation of full product support for the first six months. We provide an additional six months of extended assistance
support in which we only provide existing workarounds or fixes that do not require additional development activity. We do not
have existing plans to make any of our software products permanently obsolete.

Sources of Revenues

We derive a significant portion of our total revenues from sales of licenses of our software applications. We do not

customize our software for a specific end-user customer. We sell our software applications to end-user customers both directly
through our sales force and indirectly through our global network of value-added reseller partners, systems integrators,
corporate resellers and original equipment manufacturers. Our software revenue was 47% of our total revenues for fiscal 2015,
50% for fiscal 2014 and 51% for fiscal 2013.

In fiscal 2015, we generated approximately three-quarters of our software revenue from our existing customer base

and approximately one-quarter of our software revenue from new customers. In addition, our total software revenue in any
particular period is, to a certain extent, dependent upon our ability to generate revenues from large customer software deals,
which we refer to as enterprise software transactions. Enterprise software transactions (transactions greater than $0.1 million)
represented approximately 56% of our software revenue in fiscal 2015 and approximately 57% of our software revenue in
fiscal 2014.

Software revenue generated through indirect distribution channels was 82% of total software revenue in fiscal 2015,
87% in fiscal 2014 and 89% in fiscal 2013. Software revenue generated through direct distribution channels was 18% of total
software revenue in fiscal 2015, 13% in fiscal 2014 and 11% in fiscal 2013. The dollar value of software revenue generated
through indirect distribution channels decreased approximately $23.1 million, or 9%, in fiscal 2015 compared to fiscal 2014.
The dollar value of software revenue generated through direct distribution increased $12.0 million, or 32%, in fiscal 2015
compared to fiscal 2014. The increase in the dollar value of software revenue growth generated through our direct sales force
compared to our indirect distribution channels in fiscal 2015 is primarily the result of an increase in software revenue from
several large enterprise transactions which were conducted through our direct sales force. Deals initiated by our direct sales
force are sometimes transacted through indirect channels based on end-user customer requirements, which are not always in
our control and can cause this overall percentage split to vary from fiscal year to fiscal year. As such, there may be fluctuations
in the dollars and percentage of software revenue generated through our direct distribution channels from time to time. We
believe that the growth of our software revenue, derived from both our indirect channel partners and direct sales force, are key
attributes to our long-term growth strategy. We will continue to invest in both our channel relationships and direct sales force in
the future, but we continue to expect more revenue to be generated through indirect distribution channels over the long
term. The failure of our indirect distribution channels or our direct sales force to effectively sell our software applications could
have a material adverse effect on our revenues and results of operations.

We have a global original equipment manufacturer agreement with NetApp under which NetApp will integrate
elements of our Simpana software suite with NetApp SnapShot™ and replication technology, under the NetApp SnapProtect ®
brand. We also have an original equipment manufacturer agreement with Hitachi Data Systems for them to market, sell and
support our software applications and services on a stand-alone basis and/or incorporate our software applications into their
own hardware products. Hitachi Data Systems and NetApp have no obligation to recommend or offer our software applications
exclusively or at all, and they have no minimum sales requirements and can terminate our relationship at any time. Sales
through our original equipment manufacturer agreements accounted for 15% of our total revenues for fiscal 2015 and 13% of
our total revenues for fiscal 2014.

We also have non-exclusive distribution agreements covering our North American commercial markets and our U.S.
Federal Government market with Arrow Enterprise Computing Solutions, Inc. (“Arrow”), a subsidiary of Arrow Electronics,
Inc., and Avnet Technology Solutions (“Avnet”), a subsidiary of Avnet, Inc. Pursuant to these distribution agreements, these
distributors’ primary role is to enable a more efficient and effective distribution channel for our products and services by
managing our reseller partners and leveraging their own industry experience. We generated approximately 36% of our total
revenues through Arrow in fiscal 2015, approximately 31% of our total revenues in fiscal 2014 and approximately 29% of our
total revenues in fiscal 2013. If Arrow or Avnet were to discontinue or reduce the sales of our products or if our agreement with
Arrow or Avnet was terminated, and if we were unable to take back the management of our reseller channel or find another
North American distributor to replace Arrow or Avnet, then it could have a material adverse effect on our future business.

We derive approximately half of our total revenues from services revenue. Our services revenue is made up of fees
from the delivery of customer support and other professional services, which are typically sold in connection with the sale of
our software applications. Customer support agreements provide technical support and unspecified software updates on a
when-and-if-available basis for an annual fee based on licenses purchased and the level of service subscribed. Other
professional services include consulting, assessment and design services, implementation and post-deployment services and
training, all of which to date have predominantly been sold in connection with the sale of software applications. Our services
revenue was 53% of our total revenues for fiscal 2015, 50% for fiscal 2014 and 49% for fiscal 2013.

Most of our customer support agreements are for a one year term. As the end of the annual period approaches, we
pursue the renewal of the agreement with the customer. Historically, maintenance renewals have represented a significant
portion of our total revenue. Because of this characteristic of our business, if our customers choose not to renew their
maintenance and support agreements with us on beneficial terms, or at all, our business, operating results and financial
condition could be harmed. In addition, in conjunction with our current business transformation and operational performance
initiatives, we are evaluating the pricing and competitiveness of our maintenance and support costs to our customers. Our
objective is to minimize the overall financial impact of such potential changes by replacing reduced revenue streams with
additional sales of our software and services. However, if we reduce the price of our annual maintenance and support
agreements to our customers without replacing this reduced revenue stream with sales of other software products or services, it
could have a material adverse impact on our results of operations.

The gross margin of our services revenue was 75.4% for fiscal 2015 and for fiscal 2014, and 74.6% for fiscal 2013.
Overall, our services revenue has lower gross margins than our software revenue. The gross margin of our software revenue
was 99.1% for fiscal 2015 and for fiscal 2014, and 98.9% for fiscal 2013. An increase in the percentage of total revenues
represented by services revenue may adversely affect our overall gross margins.

Description of Costs and Expenses

Our cost of revenues is as follows:

• Cost of Software Revenue, consists primarily of third-party royalties and other costs such as media, manuals,

translation and distribution costs; and

• Cost of Services Revenue, consists primarily of salary and employee benefit costs in providing customer support

and other professional services.

Our operating expenses are as follows

• Sales and Marketing, consists primarily of salaries, commissions, employee benefits, stock-based compensation
and other direct and indirect business expenses, including travel and related expenses, sales promotion expenses,
public relations expenses and costs for marketing materials and other marketing events (such as trade shows and
advertising);

• Research and Development, which is primarily the expense of developing new software applications and

modifying existing software applications, consists principally of salaries, stock-based compensation and benefits
for research and development personnel and related expenses; contract labor expense and consulting fees as well
as other expenses associated with the design, certification and testing of our software applications; and legal costs
associated with the patent registration of such software applications;

• General and Administrative, consists primarily of salaries, stock-based compensation and benefits for our

executive, accounting, human resources, legal, information systems and other administrative personnel. Also
included in this category are other general corporate expenses, such as outside legal and accounting services,
compliance costs and insurance; and

• Depreciation and Amortization, consists of depreciation expense primarily for our owned Corporate Campus

Headquarters location and computer equipment we use for information services and in our development and test
labs.

Foreign Currency Exchange Rates’ Impact on Results of Operations

Sales outside the United States were approximately 43% of our total revenue for fiscal 2015 and fiscal 2014 and 42%
for fiscal 2013. The income statements of our non-U.S. operations are translated into U.S. dollars at the average exchange rates
for each applicable month in a period. To the extent the U.S. dollar weakens against foreign currencies, the translation of these
foreign currency denominated transactions generally results in increased revenue, operating expenses and income from
operations for our non-U.S. operations. Similarly, our revenue, operating expenses and net income will generally decrease for
our non-U.S. operations if the U.S. dollar strengthens against foreign currencies.

Using the average foreign currency exchange rates from fiscal 2014, our software revenue would have been higher by

$7.1 million, our services revenue would have been higher by $5.7 million, our cost of sales would have been higher by $1.2
million and our operating expenses would have been higher by $5.7 million from non-U.S. operations for fiscal 2015.

Using the average foreign currency exchange rates from fiscal 2013, our software revenue would have been lower by

$0.1 million, our services revenue would have been higher by $1.4 million, our cost of sales would have been higher by $0.4
million and our operating expenses would have been higher by $1.8 million from non-U.S. operations for fiscal 2014.

In addition, we are exposed to risks of foreign currency fluctuation primarily from cash balances, accounts receivables

and intercompany accounts denominated in foreign currencies and are subject to the resulting transaction gains and losses,
which are recorded as a component of general and administrative expenses. We recognized net foreign currency transaction
gains of $0.1 million in fiscal 2015, $0.3 million in fiscal 2014, and net foreign currency transaction losses of $0.3 million in
fiscal 2013.

Critical Accounting Policies

In presenting our consolidated financial statements in conformity with U.S. generally accepted accounting principles,

we are required to make estimates and judgments that affect the amounts reported therein. Some of the estimates and
assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base
these estimates on historical experience and on various other assumptions that we believe to be reasonable and appropriate.
Actual results may differ significantly from these estimates. The following is a description of our accounting policies that we
believe require subjective and complex judgments, which could potentially have a material effect on our reported financial
condition or results of operations.

Revenue Recognition

Our revenue recognition policy is based on complex rules that require us to make significant judgments and estimates.

In applying our revenue recognition policy, we must determine which portions of our revenue are recognized currently
(generally software revenue) and which portions must be deferred and recognized in future periods (generally services
revenue). We analyze various factors including, but not limited to, the sales of undelivered services when sold on a stand-alone
basis, our pricing policies, the credit-worthiness of our customers and resellers, accounts receivable aging data and contractual
terms and conditions in helping us to make such judgments about revenue recognition. Changes in judgment on any of these
factors could materially impact the timing and amount of revenue recognized in a given period.

Currently, we derive revenues from two primary sources: software licenses and services. Services include customer

support, consulting, assessment and design services, installation services and training. A typical sales arrangement includes
both of these sources.

For sales arrangements involving multiple elements, we recognize revenue using the residual method. Under the

residual method, we allocate and defer revenue for the undelivered elements based on fair value and recognize the difference
between the total arrangement fee and the amount deferred for the undelivered elements as revenue. The determination of fair
value of the undelivered elements in multiple-element arrangements is based on the price charged when such elements are sold
separately, which is commonly referred to as vendor-specific objective evidence (“VSOE”).

Our software licenses typically provide for a perpetual right to use our software and are sold on a per-copy basis, on a
per terabyte capacity basis as a solution set or as site licenses. Software licenses sold on a capacity basis provide the customer
with unlimited licenses of specified software products based on a defined level of terabytes of data under management. Site
licenses give the customer the additional right to deploy the software on a limited basis during a specified term. We recognize
software revenue through direct sales channels upon receipt of a purchase order or other persuasive evidence and when the
other three basic revenue recognition criteria are met as described in the revenue recognition section in Note 2 of our “Notes to
Consolidated Financial Statements.” We recognize software revenue through all indirect sales channels on a sell-through
model. A sell-through model requires that we recognize revenue when the basic revenue recognition criteria are met and these
channels complete the sale of our software products to the end-user. Revenue from software licenses sold through an original
equipment manufacturer partner is recognized upon the receipt of a royalty report or purchase order from that original
equipment manufacturer partner.

Services revenue includes revenue from customer support and other professional services. Customer support includes
software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches.
Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year.
To determine the price for the customer support element when sold separately, we primarily use historical renewal rates.
Historical renewal rates are supported by a rolling 12-month VSOE analysis in which we segregate our customer support
renewal contracts into different classes based on specific criteria including, but not limited to, dollar amount of software
purchased, level of customer support being provided and distribution channel. The purpose of such an analysis is to determine
if the customer support element that is deferred at the time of a software sale is consistent with how it is sold on a stand-alone
renewal basis.

Our other professional services include consulting; implementation and post deployment services; and education

services. Other professional services provided by us are not mandatory and can also be performed by the customer or a third-
party. In addition to a signed purchase order, our consulting, assessment and design services and installation services are, in
some cases, evidenced by a Statement of Work, which defines the specific scope of the services to be performed when sold and
performed on a stand-alone basis or included in multiple-element sales arrangements. Revenues from consulting, assessment
and design services and installation services are based upon a daily, weekly or monthly rate and are recognized when the
services are completed. Training includes courses taught by our instructors or third-party contractors either at one of our
facilities or at the customer’s site. Training fees are recognized as revenue after the training course has been provided. Based on
our analysis of such other professional services transactions sold on a stand-alone basis, we have concluded we have
established VSOE for such other professional services when sold in connection with a multiple-element sales arrangement.

In summary, we have analyzed all of the undelivered elements included in our multiple-element sales arrangements

and determined that we have VSOE of fair value to allocate revenues to services. Our analysis of the undelivered elements has
provided us with results that are consistent with the estimates and assumptions used to determine the timing and amount of
revenue recognized in our multiple-element sales arrangements. Accordingly, assuming all basic revenue recognition criteria
are met, software revenue is recognized upon delivery of the software license using the residual method. We are not likely to
materially change our pricing and discounting practices in the future.

Our sales arrangements generally do not include acceptance clauses. However, if an arrangement does include an

acceptance clause, we defer the revenue for such an arrangement and recognize it upon acceptance. Acceptance occurs upon the
earliest of receipt of a written customer acceptance, waiver of customer acceptance or expiration of the acceptance period.

Stock-Based Compensation

As of March 31, 2015, we maintain two stock incentive plans, which are described more fully in Note 8 of our “Notes
to Consolidated Financial Statements.” We account for our stock incentive plans based on the grant date fair value recognition
provisions in accordance with ASC 718. We estimated the fair value of stock options granted using the Black-Scholes formula.
The fair value of restricted stock units awarded is determined based on the number of shares granted and the closing price of
our common stock on the date of grant. Compensation for all share-based payment awards is recognized on a straight-line basis
over the requisite service period of the awards, which is generally the vesting period. Forfeitures are estimated based on a
historical analysis of our actual stock award forfeitures. We anticipate that future grants under our stock incentive plans will
include both non-qualified stock options and restricted stock units.

We incorporate our historical data into the expected term calculation for stock options granted. As a result, our

calculation of expected term includes a combination of actual exercise data and an assumption on when the remaining
outstanding options with similar characteristics will be exercised based on our historical data. In determining expected life, we
separate employees into groups that have historically exhibited similar behavior with regard to option exercises. Expected
volatility is calculated based on a blended approach that includes the implied volatility of our traded options with a remaining
maturity greater than six months and the historical realized volatility of our common stock. The risk-free interest rate is
determined by reference to U.S. Treasury yield curve rates with a remaining term that is approximately the expected life
assumed at the date of grant. Forfeitures are estimated based on our historical analysis of actual stock option forfeitures.

The assumptions used in the Black-Scholes option-pricing model in the fiscal years ended March 31, 2015 and 2014

are as follows:

Dividend yield

Expected volatility

Weighted average expected volatility

Risk-free interest rates

Weighted average expected life (in years)

Year Ended March 31,

2015
None

41% - 47%

46%

2014
None

42% - 47%

45%

1.22% - 2.18%

0.70% - 2.11%

5.7

6.9

The weighted average fair value of stock options granted was $20.16 per option during the year ended March 31, 2015

and $41.70 per option during the year ended March 31, 2014. In addition, the weighted average fair value of restricted stock
units awarded was $46.69 per share during the year ended March 31, 2015 and $84.66 per share during the year ended
March 31, 2014.

As of March 31, 2015, there was approximately $123.0 million of unrecognized stock-based compensation expense

related to all of the Company's employee stock plans, net of estimated forfeitures, that is expected to be recognized over a
weighted average period of 2.55 years. The intrinsic value of the options outstanding as of March 31, 2015 was $81.1 million,
of which $80.7 million related to vested options and $0.4 million related to unvested options. We anticipate that future grants
under our stock incentive plans will include both non-qualified stock options and restricted stock units.

Accounting for Income Taxes

As part of the process of preparing our financial statements, we are required to estimate our income taxes in each of

the jurisdictions in which we operate. This process involves estimating our actual current tax exposure, including assessing the
risks associated with tax audits, and assessing temporary differences resulting from different treatment of items for tax and
accounting purposes. These differences result in deferred tax assets and liabilities. As of March 31, 2015, we had net deferred
tax assets of approximately $41.0 million, which were primarily related to stock-based compensation, deferred revenue and
federal and state research tax credit carryforwards. We assess the likelihood that our deferred tax assets will be recovered from
future taxable income, and to the extent that we believe recovery is not likely, we establish a valuation allowance. As of
March 31, 2015, we maintain a valuation allowance against our deferred tax assets totaling $1.3 million. All of the valuation
allowance we have recorded at March 31, 2015 is against New Jersey state research tax credits due to uncertainties related to
the ability to utilize such state research tax credits before they expire. We based our valuation allowance on our estimates of
taxable income by legal entity and the period over which our state research tax credits will be recoverable.

At March 31, 2015, we have federal and state research tax credit ("R&D") carryforwards of approximately $2.6

million and $4.2 million, respectively. The federal research tax credit carryforwards expire from 2025 through 2035, and the
state research tax credit carryforwards expire from 2016 through 2023. At March 31, 2015, we have federal Alternative
Minimum Tax credit carryforwards of $1.1 million.

As of March 31, 2015, we had unrecognized tax benefits of $2.0 million, all of which, if recognized, would favorably
affect the effective tax rate. In addition, we have accrued interest and penalties of $0.4 million related to the unrecognized tax
benefits. Interest and penalties, if any, related to unrecognized tax benefits are recorded in income tax expense. Components of
the reserve are classified as either current or long-term liabilities in the Consolidated Balance Sheet based on when we expect
each of the items to be settled. However, unrecognized tax benefits which are related to a Deferred Tax Asset recorded in the
Consolidated Balance Sheet are presented as a reduction against the related Deferred Tax Asset. Accordingly, unrecognized tax
benefits and the related accrued interest and penalties totaling $1.6 million are recorded as Other Liabilities on the Consolidated
Balance Sheet. We also have unrecognized tax benefits and related accrued interest and penalties totaling $0.8 million as a
reduction of Deferred Tax Assets on the Consolidated Balance Sheet. We believe that it is reasonably possible that
approximately $0.1 million of our currently remaining unrecognized tax benefits may be realized by the end of fiscal 2016 as a
result of the lapse of the statute of limitations.

We conduct business globally and as a result, file income tax returns in the United States and in various state and
foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the
world, including such major jurisdictions as the United States, Australia, Canada, Germany, Netherlands and United Kingdom.
Our French branch of our Netherland's subsidiary is currently under audit for the fiscal years ended March 31, 2004 through
March 31, 2014 by the French tax authorities. The following table summarizes the tax years in the major tax jurisdictions that
remain subject to income tax examinations by tax authorities as of March 31, 2015. The years subject to income tax
examination in our foreign jurisdictions cover the maximum time period with respect to these jurisdictions. Due to NOL
carryforwards, in some cases the tax years continue to remain subject to examination with respect to such NOLs.

Tax Jurisdiction
U.S. Federal

New Jersey

Foreign jurisdictions

Software Development Costs

Years Subject to Income
Tax Examination
2005 - Present

2002 - Present

2004 - Present

Research and development expenditures are charged to operations as incurred. Based on our software development

process, technological feasibility is established upon completion of a working model, which also requires certification and
extensive testing. Costs incurred by us between completion of the working model and the point at which the product is ready
for general release are immaterial.

Results of Operations

The following table sets forth each of our sources of revenues and costs of revenues for the specified periods as a

percentage of our total revenues for those periods (due to rounding numbers in column may not sum to totals):

Revenues:

Software
Services

Total revenues
Cost of revenues:

Software
Services

Total cost of revenues
Gross margin

Year Ended March 31,

2015

2014

2013

47%
53%
100%

—%
13%
14%
86%

50%
50%
100%

—%
12%
13%
87%

51%
49%
100%

1%
13%
13%
87%

Fiscal year ended March 31, 2015 compared to fiscal year ended March 31, 2014

Revenues

Total revenues increased $21.2 million, or 4%, from $586.3 million in fiscal 2014 to $607.5 million in fiscal 2015.

Software Revenue. Software revenue decreased $11.2 million, or 4%, from $294.4 million in fiscal 2014 to $283.3
million in fiscal 2015. Software revenue represented 47% of our total revenues in fiscal 2015 compared to 50% in fiscal 2014.

The overall decrease in software revenue was primarily driven by a decline in the number of enterprise software

transactions (transactions greater than $0.1 million), which decreased by $9.3 million, or 6% in fiscal 2015 compared to fiscal
2014. Enterprise software transactions represented approximately 56% and 57% of our software revenue in fiscal 2015 and
fiscal 2014, respectively. The decrease in enterprise software transactions is due to a 9% decrease in the number of transactions
of this type partially offset by a 3% increase in the average dollar amount of such transactions. The average dollar amount of
enterprise transactions was approximately $281,000 in fiscal 2015 and approximately $272,000 in fiscal 2014. Software
revenue derived from transactions less than $0.1 million decreased $1.8 million, or 1%, in fiscal 2015 compared to fiscal 2014.

We track software revenue on a geographic basis. The geographic regions that are tracked are the Americas (United

States, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia,
China). Americas, EMEA and APAC represented 61%, 27% and 12% of total software revenue, respectively, for the fiscal year
ended March 31, 2015. The year over year growth (decline) of Software Revenue in the Americas, EMEA and APAC was
(6%), (4%) and 9%, respectively, resulting in consolidated Software Revenue decline of 4%.

Software revenue growth for the fiscal year ended March 31, 2015 in the Americas was impacted by lower
productivity in our Americas sales organization which resulted in a decline in both enterprise transactions and non-enterprise
transactions during fiscal 2015 compared to fiscal 2014. The decrease in enterprise transactions was a result of a decline in the
number of enterprise transactions partially offset by a modest increase the average dollar amount of enterprise transactions. The
decline in EMEA software revenue was primarily the result of changes in foreign exchange rates as the U.S. dollar strengthened
significantly against the Euro and British pound sterling. Using average foreign exchange rates from fiscal 2014, fiscal 2015
EMEA software revenue increased 2% compared to an actual reported EMEA software revenue decline of 4%. APAC software
revenue growth was positively impacted by a year over year increase in enterprise transaction revenue due to a significant
increase in the average dollar value of such transactions. The overall increase in APAC software revenue was also partially
offset by a strengthening of the U.S. dollar. Using average foreign exchange rates from fiscal 2014, fiscal 2015 APAC software
revenue increased 13% compared to an actual reported APAC software revenue increase of 9%. Our software revenue in
EMEA and APAC is subject to changes in foreign exchange rates as more fully discussed above in the “Foreign Currency
Exchange Rates’ Impact on Results of Operations” section.

Software revenue derived from our indirect distribution channel (resellers and original equipment manufacturers)
decreased $23.1 million, or 9% in fiscal 2015 compared to fiscal 2014, and software revenue through our direct sales force
increased $12.0 million, or 32% in fiscal 2015 compared to fiscal 2014. For additional discussion on software revenue derived
from our direct sales force see the “Sources of Revenue” section.

Services Revenue. Services revenue increased $32.4 million, or 11%, from $291.9 million in fiscal 2014 to $324.3
million in fiscal 2015. Services revenue represented 53% of our total revenues in fiscal 2015 compared to 50% in fiscal 2014.
The increase in services revenue is primarily due to a $32.2 million increase in revenue from customer support agreements as a
result of software sales to new customers and renewal agreements with our installed software base.

Cost of Revenues

Total cost of revenues increased $7.8 million, or 10%, from $74.3 million in fiscal 2014 to $82.1 million in fiscal

2015. Total cost of revenues represented 14% and 13% of our total revenues in fiscal 2015 and fiscal 2014, respectively.

Cost of Software Revenue. Cost of software revenue decreased approximately $0.1 million from $2.6 million in

fiscal 2014 to $2.4 million in fiscal 2015. Cost of software revenue represented 1% of our total software revenue in both fiscal
2015 and fiscal 2014.

Cost of Services Revenue. Cost of services revenue increased $7.9 million, or 11%, from $71.7 million in fiscal 2014
to $79.6 million in fiscal 2015. Cost of services revenue represented 25% of our services revenue in both fiscal 2015 and fiscal
2014.

Operating Expenses

Sales and Marketing. Sales and marketing expenses increased $52.7 million, or 19%, from $283.3 million in fiscal
2014 to $336.0 million in fiscal 2015. The increase is primarily due to a $36.2 million increase in employee compensation and
related expenses attributable to the expansion of our sales force from the prior year. The increase in sales and marketing
expenses also includes a $6.0 million increase in stock-based compensation expenses and a $3.3 million increase in advertising
and marketing related expenses as we continue to build brand awareness for our Simpana products. Sales and marketing
expenses as a percentage of total revenues increased to 55% in fiscal 2015 compared to 48% in fiscal 2014, primarily due to
higher compensation costs as a percentage of total revenues related to our field sales teams.

Research and Development. Research and development expenses increased $9.0 million, or 16%, from $55.1 million

in fiscal 2014 to $64.1 million in fiscal 2015. The increase is primarily due to higher compensation and related expenses
resulting from the expansion of our engineering group totaling approximately $7.6 million. The increase in research and
development also includes a $1.4 million increase in stock-based compensation expenses. Research and development expenses
as a percentage of total revenues increased to 11% in fiscal 2015 compared to 9% in fiscal 2014. Investing in research and
development has been a priority for CommVault, and we anticipate continued spending related to the development of our data
and information management software applications.

General and Administrative. General and administrative expenses increased $11.0 million, or 16%, from $67.1

million in fiscal 2014 to $78.1 million in fiscal 2015. This increase is primarily due to expenses of $3.6 million associated with
the move of our corporate headquarters, a $2.6 million increase in employee and related compensation due to higher headcount,
and a $2.6 million increase in stock-based compensation expenses. General and administrative expenses in fiscal 2015 also
includes $0.1 million of net foreign currency transaction gains compared to $0.3 million of net foreign currency transaction
gains recognized in general and administrative expenses in fiscal 2014. General and administrative expenses as a percentage of
total revenues increased to 13% in fiscal 2015 compared to 11% in fiscal 2014.

Depreciation and Amortization. Depreciation expense increased $2.4 million, from $6.1 million in fiscal 2014 to

$8.5 million in fiscal 2015. The increase in depreciation expense is the result of the move to our new corporate campus
headquarters. We expect depreciation expenses associated with our new headquarters to total approximately $4.5 million on an
annual basis. During the fiscal 2015, we recorded $0.6 million of accelerated depreciation for leasehold improvements
associated with our previous headquarters location.

Interest Expense

Interest expense was $0.7 million in fiscal 2015, relating to the amortization of debt issuance costs and commitment
fees related to our Revolving Credit Facility. If we were to borrow against the facility in the future we would incur additional
interest expense.

Interest Income

Interest income decreased $0.1 million, from $0.9 million in fiscal 2014 to $0.8 million in fiscal 2015. The decrease in

interest income is primarily due to decreased yield on our investment portfolio.

Income Tax Expense

Income tax expense was $13.2 million in fiscal 2015 compared to $37.2 million in fiscal 2014. The effective tax rate
in fiscal 2015 was 34% as compared to 37% in fiscal 2014. In fiscal 2015, the effective tax rate is lower than the statutory rate
due to the impact of domestic production deduction, foreign tax credits and release of reserves, partially offset by state income
taxes and permanent differences in both the United States and foreign jurisdictions.

In fiscal 2014, the effective tax rate approximated the statutory rate but was benefited by the impact of domestic
production deduction, foreign tax credits and release of reserves, which were offset by state income taxes and permanent
differences in both the United States and foreign jurisdictions. Additionally, the research and development credit expired on
December 31, 2013; therefore, the effective tax rate only reflects nine months of a benefit.

Fiscal year ended March 31, 2014 compared to fiscal year ended March 31, 2013

Revenues

Total revenues increased $90.5 million, or 18%, from $495.9 million in fiscal 2013 to $586.3 million in fiscal 2014.

Software Revenue. Software revenue increased $42.9 million, or 17%, from $251.5 million in fiscal 2013 to

$294.4 million in fiscal 2014. Software revenue represented 50% of our total revenues in fiscal 2014 compared to 51% in
fiscal 2013.

The overall increase in software revenue was primarily driven by higher enterprise software transactions (transactions

greater than $0.1 million), which increased by $26.3 million, or 19% in fiscal 2014 compared to fiscal 2013. Enterprise
software transactions represented approximately 57% of our software revenue in both fiscal 2014 and fiscal 2013. The increase
in enterprise software transactions is due to both a 16% increase in the number of transactions of this type and a 2% increase in
the average dollar amount of such transactions. The average dollar amount of enterprise transactions was approximately
$272,000 in fiscal 2014 and approximately $266,000 in fiscal 2013. Software revenue derived from transactions less than $0.1
million increased $16.6 million, or 15%, in fiscal 2014 compared to fiscal 2013.

We track software revenue on a geographic basis. The geographic regions that are tracked are the Americas (United

States, Canada, Latin America), EMEA (Europe, Middle East, Africa) and APAC (Australia, New Zealand, Southeast Asia,
China). Americas, EMEA and APAC represented 63%, 27% and 10% of total software revenue, respectively, for the fiscal year
ended March 31, 2014. The year over year growth of software revenue in the Americas, EMEA and APAC was 13%, 39% and
1%, respectively, resulting in consolidated software revenue growth of 17%. Software revenue growth for the fiscal year ended
March 31, 2014 in the Americas relative to our consolidated software revenue growth was negatively impacted by lower close
rates on enterprise transactions, particularly in the fourth quarter, as well as sales team understaffing throughout the fiscal year.
EMEA software revenue was positively impacted by a sales team realignment which drove increased traction in the European
enterprise market. APAC software revenue growth was adversely impacted by a year over year decline in enterprise transaction
revenue, primarily in Australia due to a decline in the average dollar value of such transactions. Our software revenue in
EMEA and APAC is subject to changes in foreign exchange rates as more fully discussed above in the “Foreign Currency
Exchange Rates’ Impact on Results of Operations” section.

Software revenue derived from our indirect distribution channel (resellers and original equipment manufacturers)

increased $33.2 million, or 15% in fiscal 2014 compared to fiscal 2013, and software revenue through our direct sales force
increased $9.7 million, or 34% in fiscal 2014 compared to fiscal 2013. The increase in the dollar value of the software revenue
through our indirect distribution channel is primarily due to the increase in software revenue generated in foreign locations,
which sold almost exclusively through indirect channels. The increase in the dollar value of the software revenue generated
through our direct sales channel is due to a higher value of direct enterprise transactions in the United States in fiscal 2014
compared to fiscal 2013. Software revenue that is derived from both our indirect channel partners and direct sales force are key
attributes to our long-term growth strategy. We will continue to invest in both our channel relationships and direct sales force
in the future, but we continue to expect more revenue to be generated through indirect distribution channels over the long term
as more fully discussed above in the “Sources of Revenue” section.

Services Revenue. Services revenue increased $47.6 million, or 19%, from $244.3 million in fiscal 2013 to
$291.9 million in fiscal 2014. Services revenue represented 50% of our total revenues in fiscal 2014 compared to 49% in fiscal
2013. The increase in services revenue is primarily due to a $40.3 million increase in revenue from customer support
agreements as a result of software sales to new customers and renewal agreements with our installed software base.

Cost of Revenues

Total cost of revenues increased $9.3 million, or 14%, from $65.0 million in fiscal 2013 to $74.3 million in fiscal

2014. Total cost of revenues represented 13% of our total revenues in both fiscal 2014 and fiscal 2013.

Cost of Software Revenue. Cost of software revenue decreased approximately $0.3 million, or 10%, from $2.9 million

in fiscal 2013 to $2.6 million in fiscal 2014. Cost of software revenue represented 1% of our total software revenue in both
fiscal 2014 and fiscal 2013.

Cost of Services Revenue. Cost of services revenue increased $9.6 million, or 16%, from $62.1 million in fiscal 2013
to $71.7 million in fiscal 2014. Cost of services revenue represented 25% of our services revenue in both fiscal 2014 and fiscal
2013. The increase in the dollar amount of cost of services revenue is primarily the result of higher employee compensation
and travel expenses totaling approximately $7.0 million as well as a $1.2 million increase in third-party outsourcing costs to
facilitate our delivery of services.

Operating Expenses

Sales and Marketing. Sales and marketing expenses increased $35.6 million, or 14%, from $247.7 million in fiscal

2013 to $283.3 million in fiscal 2014. The increase is primarily due to a $19.7 million increase in employee compensation and
related expenses attributable to the expansion of our sales force from the prior year. The increase in sales and marketing
expenses also includes a $7.3 million increase in stock-based compensation expenses and a $3.2 million increase in advertising
and marketing related expenses as we continue to build brand awareness for our Simpana products. Sales and marketing
expenses as a percentage of total revenues decreased to 48% in fiscal 2014 compared to 50% in fiscal 2013, primarily due to
lower compensation costs as a percentage of total revenues related to our field sales teams.

Research and Development. Research and development expenses increased $7.8 million, or 16%, from $47.4 million

in fiscal 2013 to $55.1 million in fiscal 2014. The increase is primarily due to higher compensation and related expenses
resulting from the expansion of our engineering group totaling approximately $5.1 million. The increase in research and
development also includes a $1.5 million increase in stock-based compensation expenses. Research and development expenses
as a percentage of total revenues decreased to 9% in fiscal 2014 compared to 10% in fiscal 2013. Investing in research and
development has been a priority for CommVault, and we anticipate continued spending related to the development of our data
and information management software applications.

General and Administrative. General and administrative expenses increased $17.0 million, or 34%, from
$50.1 million in fiscal 2013 to $67.1 million in fiscal 2014. This increase is primarily due to a $9.8 million increase in stock-
based compensation expenses, a $3.8 million increase in employee and related compensation due to higher headcount and a
$1.7 million increase in professional fees. General and administrative expenses in fiscal 2014 also includes $0.3 million of net
foreign currency transaction gains compared to $0.3 million of net foreign currency transaction losses recognized in general
and administrative expenses in fiscal 2013. General and administrative expenses as a percentage of total revenues increased to
11% in fiscal 2014 compared to 10% in fiscal 2013.

Depreciation and Amortization. Depreciation expense increased $1.2 million, from $4.8 million in fiscal 2013 to $6.1

million in fiscal 2014. This reflects higher depreciation associated with increased capital expenditures primarily over the past
12 months as we continue to expand our worldwide operations. We expect depreciation expense to increase within the next 12
months due to our new corporate campus headquarters which is currently under construction.

Interest Income

Interest income decreased $0.2 million, from $1.1 million in fiscal 2013 to $0.9 million in fiscal 2014. The decrease in

interest income is primarily due to decreased yield on our investment portfolio.

Income Tax Expense

Income tax expense was $37.2 million in fiscal 2014 compared to $28.7 million in fiscal 2013. The effective tax rate
in fiscal 2014 was 37% as compared to 35% in fiscal 2013. In fiscal 2014, the effective tax rate approximated the statutory rate
but was benefited by the impact of domestic production deduction, foreign tax credits and release of reserves, which were
offset by state income taxes and permanent differences in both the United States and foreign jurisdictions. Additionally, the
research and development credit expired on December 31, 2013; therefore, the effective tax rate only reflects nine months of a
benefit.

In fiscal 2013, the effective rate was benefited by the reenactment of the research and development credit which had
previously expired on December 31, 2011 and includes an additional benefit related to periods prior to March 31, 2012 as tax
law is accounted for in the period of enactment. In addition, the effective rate was benefited by foreign tax credits, offset by
state income taxes and permanent differences in both the United States and foreign jurisdictions.

Liquidity and Capital Resources

As of March 31, 2015, our cash and cash equivalents balance of $337.7 million primarily consisted of money market

funds. In addition, we have approximately $49.9 million of short-term investments invested in U.S. Treasury Bills at March 31,
2015. In recent fiscal years, our principal sources of liquidity have been cash provided by operations.

As of March 31, 2015, the amount of cash and cash equivalents held outside of the United States by our foreign legal
entities was approximately $115.2 million. These balances are dispersed across many international locations around the world.
We believe that such dispersion meets the current and anticipated future liquidity needs of our foreign legal entities. In addition,
it is our intention to indefinitely reinvest undistributed earnings of our foreign legal entities. In the event we needed to
repatriate funds from outside of the United States, such repatriation would likely be subject to restrictions by local laws and/or
tax consequences including foreign withholding taxes or U.S. income taxes. It is not currently practical to estimate the legal
restrictions or tax liability that would arise from such repatriations.

On June 30, 2014, we entered into a five-year $250 million revolving credit facility (the “Credit Facility”). The Credit

Facility is available for share repurchases, general corporate purposes, and letters of credit. The Credit Facility contains
financial maintenance covenants including a leverage ratio and interest coverage ratio. The Credit Facility also contains certain
customary events of default which would permit the lenders to, among other things, declare all loans then outstanding to be
immediately due and payable if such default is not cured within applicable grace periods. The Credit Facility also limits the
Company's ability to incur certain additional indebtedness, create or permit liens on assets, make acquisitions, make
investments, loans or advances, sell or transfer assets, pay dividends or distributions, and engage in certain transactions with
foreign affiliates. Outstanding borrowings under the Credit Facility accrue interest at an annual rate equal to London Interbank
Offered Rate plus 1.50% subject to increases based on the Company's actual leverage. The unused balance on the Credit
Facility is also subject to a 0.25% annual interest charge subject to increases based on the Company's actual leverage. As of
March 31, 2015, there were no borrowings under the Credit Facility and we believe we are in compliance with all covenants.

There were no repurchases of our common stock during the three months ended March 31, 2015. During the year
ended March 31, 2015, we repurchased $155.1 million of common stock, or 3.2 million shares, under our share repurchase
program. As of May 8, 2015, there is $100.0 million remaining in the share repurchase program which expires on March 31,
2016. Under our stock repurchase program, repurchased shares are constructively retired and returned to unissued status. Our
stock repurchase program has been funded by our existing cash and cash equivalent balances as well as cash flows provided by
our operations.

The primary business reason for our stock repurchase program is to reduce the dilutive impact on our common shares

outstanding associated with stock option exercises and our previous public and private stock offerings. In fiscal 2015, we
bought back approximately 7% of our common stock that was outstanding at the beginning of the fiscal year. Our future stock
repurchase activity is subject to the business judgment of our management and Board of Directors, taking into consideration
our historical and projected results of operations, financial condition, cash flows and other anticipated capital requirements or
investment alternatives.

At the fiscal 2013 Annual Meeting of Stockholders of the Company held on August 21, 2013, the Company’s

stockholders approved the formation of the Employee Stock Purchase Plan (the “ESPP”) to provide eligible employees the
opportunity to become stockholders through the purchase of shares of the Company’s common stock. The ESPP is a
shareholder approved plan under which substantially all employees may purchase the Company’s common stock through
payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of
six-month offering periods. An employee’s payroll deductions under the Purchase Plan are limited to 10% of the employee’s
salary and employees may not purchase more than $25,000 of stock during any calendar year. Employees purchased 0.2 million
shares in exchange for $7.9 million of proceeds in fiscal 2015.

Our summarized annual cash flow information is as follows (in thousands):

Net cash provided by operating activities

Net cash used in investing activities
Net cash provided by (used in) financing activities

Effects of exchange rate — changes in cash
Net increase in cash and cash equivalents

Year Ended March 31,

2015

2014

2013

123,847
(90,041)
(133,640)
(20,226)
(120,060) $

119,137
(90,158)
(4,078)
(1,132)
23,769

112,683
(15,832)
41,208
(1,183)
136,876

Net cash provided by operating activities was $123.8 million in fiscal 2015, $119.1 million in fiscal 2014 and $112.7

million in fiscal 2013. In fiscal 2015, cash generated by operating activities was primarily due to net income adjusted for
impact of non-cash charges, and increases in deferred services revenue as a result of customer support agreements from new
customers and renewal agreements with our installed customer base. In both fiscal 2014 and fiscal 2013, cash generated by
operating activities was primarily due to net income adjusted for the impact of non-cash charges; an increase in deferred
services revenue; and an increase in accrued liabilities. These increases were partially offset by an increase in accounts
receivable due to higher revenues and timing of cash receipts.

Net cash used in investing activities was $90.0 million in fiscal 2015, $90.2 million in fiscal 2014 and $15.8 million in

fiscal 2013. In fiscal 2015, cash used in investing activities was due to the purchase of property and equipment in the amounts
of $59.3 million for purchases relating to our new corporate campus headquarters and $5.8 million of capital expenditures as
we continue to invest in and enhance our global infrastructure. We also made net purchases of short-term investments of U.S.
Treasury Bills of $25.0 million. In fiscal 2014, cash used in investing activities was due to the purchase of property and
equipment in the amounts of $62.2 million for purchases relating to our new corporate campus headquarters and $4.9 million of
capital expenditures. We also made net purchases of short-term investments of $23.0 million. In fiscal 2013, cash used in
investing activities was due to the purchase of property and equipment in the amounts of $9.2 million for purchases relating to
our new corporate campus headquarters and $7.8 million of capital expenditures due to growth in our business. These increases
were partially offset by net proceeds from the maturity of short-term investments of $1.2 million.

Net cash provided by (used in) financing activities was $(133.6) million in fiscal 2015, $(4.1) million in fiscal 2014
and $41.2 million in fiscal 2013. The cash used in financing activities in fiscal 2015 was primarily due to $155.1 million used
to repurchase shares of our common stock under our repurchase program, partially offset by $17.7 million of proceeds from the
exercise of stock options and the employee stock purchase plan and $5.1 million of excess tax benefits related to employee
stock-based compensation. The cash used by financing activities in fiscal 2014 was due to $50.0 million used to repurchase
shares of our common stock under our repurchase program, partially offset by $28.3 million of excess tax benefits related to
employee stock-based compensation and $17.6 million of proceeds from the exercise of stock options. The cash provided by
financing activities in fiscal 2013 was due to $23.1 million of excess tax benefits related to employee stock based compensation
and $18.1 million of proceeds from the exercise of stock options.

A summary of the cash used for the stock repurchase program consists of the following:

Cash used for repurchases (in thousands)

Shares repurchased (in thousands)

Average price per share

Year Ended March 31,

2015

2014

2013

155,125

3,171

48.92

50,030

775

64.54

—

Working capital decreased $103.4 million from $387.0 million as of March 31, 2014 to $283.6 million as of March 31,

2015. The decrease in working capital is primarily due to a $95.1 million decrease in cash and short-term investments and an
$18.2 million increase in short-term deferred revenue. These decreases were partially offset by an $8.8 million increase in
prepaid expenses which was primarily related to an increase in income taxes receivable. The decrease in cash and short-term
investments is primarily due to repurchases of our common stock under our repurchase program and purchases relating to our
new corporate headquarters offset by cash generated from operations. The increase in deferred revenue is primarily due to
higher deferred services revenue from customer support agreements from software sales to new customers and renewal
agreements with our installed software base.

Working capital increased $43.9 million from $343.1 million as of March 31, 2013 to $387.0 million as of March 31,

2014. The increase in working capital is primarily due to a $46.8 million increase in cash and short-term investments and a
$33.5 million increase in accounts receivable. These increases were partially offset by a $20.6 million increase in accrued
liabilities and a $13.2 million increase in short-term deferred revenue. The increase in cash and short-term investments is
primarily due to net income generated during the period, cash received from the collection of account receivables and cash
received from the exercise of stock options. The increase in deferred revenue is primarily due to higher deferred services
revenue from customer support agreements from software sales to new customers and renewal agreements with our installed
software base. The increase in accrued expenses is primarily due to higher employee and related compensation accruals.

We believe that our existing cash, cash equivalents and our cash from operations will be sufficient to meet our
anticipated cash needs for working capital, capital expenditures and potential stock repurchases for at least the next 12 months.
We may seek additional funding through public or private financings or other arrangements during this period. Adequate funds
may not be available when needed or may not be available on terms favorable to us, or at all. If additional funds are raised by
issuing equity securities, dilution to existing stockholders will result. If we raise additional funds by obtaining loans from third
parties, including borrowing under our revolving credit facility, the terms of those financing arrangements may include negative
covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to fund
additional interest expense. If funding is insufficient at any time in the future, we may be unable to develop or enhance our
products or services, take advantage of business opportunities or respond to competitive pressures, any of which could have a
material adverse effect on our business, financial condition and results of operations.

Summary Disclosures about Contractual Obligations and Commercial Commitments

Our material capital commitments consist of obligations under facilities and operating leases. Some of these leases

have free or escalating rent payment provisions. We recognize rent expense under leases on a straight-line basis. We anticipate
that we will experience an increase in our capital expenditures and lease commitments as a result of our anticipated growth in
operations, infrastructure, personnel and resources devoted to building our brand name.

The following table summarizes our obligations as of March 31, 2015 (dollars in thousands):

Operating lease obligations

Purchase obligations

Total

Payments Due by Period

Total

Less Than
1 Year

2-3 Years

4-5 Years

More
Than 5
Years

27,596

13,428

41,024

8,762

9,286

18,048

8,820

3,888

12,708

6,529

254

6,783

3,485

—

3,485

We generally do not enter into binding purchase obligations. The purchase obligations above relate primarily to

marketing and software development services, IT infrastructure costs and costs associated with the construction of our
corporate campus headquarters. The contractual obligations table above excludes unrecognized tax benefits, plus related
interest and penalties totaling $2.0 million because we cannot reasonably estimate in which future periods these amounts will
ultimately be settled. The $2.0 million is classified as long-term in our Consolidated Balance Sheet as of March 31, 2015 as
none of these obligations are anticipated to be paid within one year from April 1, 2015.

We have certain software royalty commitments associated with the shipment and licensing of certain products.
Royalty expense is generally based on a fixed cost per unit shipped or a fixed fee for unlimited units shipped over a designated
period. Royalty expense, included in cost of software revenues was $1.8 million in fiscal 2015 and $1.4 million in fiscal 2014.

We offer a 90-day limited product warranty for our software. To date, costs relating to this product warranty have not

been material.

Off-Balance Sheet Arrangements

As of March 31, 2015 and 2014, other than our operating leases, we do not have off-balance sheet financing
arrangements, including any relationships with unconsolidated entities or financial partnerships, such as entities often referred
to as structured finance or special purpose entities. We do have approximately $250,000 of letters of credit outstanding.

Indemnifications

Certain of our software licensing agreements contain certain provisions that indemnify our customers from any claim,

suit or proceeding arising from alleged or actual intellectual property infringement. These provisions continue in perpetuity
along with our software licensing agreements. We have never incurred a liability relating to one of these indemnification
provisions in the past and we believe that the likelihood of any future payout relating to these provisions is remote. Therefore,
we have not recorded a liability during any period related to these indemnification provisions.

Impact of Recently Issued Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." This

amendment provides principles for recognizing revenue for the transfer of promised goods or services to customers with the
consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is currently
evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial
statement impact of adoption.

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax

Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”).
ASU 2013-11 addresses the diversity in practice regarding financial statement presentation of an unrecognized tax benefit when
a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance requires an unrecognized
tax benefit, or a portion of, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating
loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent the deferred tax asset is not available at the
reporting date to settle any additional income taxes that would result from the disallowance of a tax position; the unrecognized
tax benefit should be presented in the financial statements as a liability and should not be combined with the deferred tax asset.
The amendments in this standard are effective for reporting periods in the current fiscal year. The adoption of ASU 2013-11 did
not have a material impact on the financial statements.

There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to

have a material impact on the Company’s financial position, results of operations or cash flows.

The FASB also continues to work on a number of significant accounting rules which may impact our accounting and

disclosures in future periods. Since these rules have not yet been issued, the effective dates and potential impact are unknown.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As of March 31, 2015, our cash, cash equivalent and short-term investment balances consisted primarily of money
market funds and U.S. Treasury Bills. Due to the short-term nature of these investments, we are not subject to any material
interest rate risk on these balances.

Foreign Currency Risk

Economic Exposure

As a global company, we face exposure to adverse movements in foreign currency exchange rates. Our international
sales are generally denominated in foreign currencies and this revenue could be materially affected by currency fluctuations.
Approximately 43% of our sales were outside the United States in fiscal 2015 and fiscal 2014. Our primary exposures are to
fluctuations in exchange rates for the U.S. dollar versus the Euro, and to a lesser extent, the Australian dollar, British pound
sterling, Canadian dollar, Chinese yuan, Indian rupee, Korean won and Singapore dollar. Changes in currency exchange rates
could adversely affect our reported revenues and require us to reduce our prices to remain competitive in foreign markets,
which could also have a material adverse effect on our results of operations. Historically, we have periodically reviewed and
revised the pricing of our products available to our customers in foreign countries and we have not maintained excess cash
balances in foreign accounts.

We estimate that a 10% change in all foreign exchange rates would impact our reported operating profit by

approximately $6.0 million annually. This sensitivity analysis disregards the possibilities that rates can move in opposite
directions and that losses from one geographic area may be offset by gains from another geographic area.

Transaction Exposure

Our exposure to foreign currency transaction gains and losses is primarily the result of certain net receivables due

from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the
subsidiary. Our foreign subsidiaries conduct their businesses in local currency and we generally do not maintain excess U.S.
dollar cash balances in foreign accounts.

Foreign currency transaction gains and losses are recorded in “General and administrative expenses” in the
Consolidated Statements of Income. We recognized net foreign currency transaction gains of $0.1 million and $0.3 million in
fiscal 2015 and fiscal 2014, respectively, and net foreign currency transaction losses of $0.3 million in fiscal 2013. The net
foreign currency transaction gains and losses recorded in “General and administrative expenses” include settlement gains and
losses on forward contracts disclosed below.

To date, we have selectively hedged our exposure to foreign currency transaction gains and losses on the balance sheet

through the use of forward contracts, which were not designated as hedging instruments. The duration of forward contracts
utilized for hedging our balance sheet exposure is generally one to three months. As of March 31, 2015 and March 31, 2014,
we did not have any forward contracts outstanding. We recorded net realized gains in general and administrative expenses of
less than $0.1 million in fiscal 2015 and net realized losses of $0.1 million in fiscal 2014 and $0.2 million in fiscal 2013. In the
future, we may enter into additional foreign currency based hedging contracts to reduce our exposure to significant fluctuations
in currency exchange rates on the balance sheet.

Item 8.

Financial Statements and Supplementary Data

CommVault Systems, Inc.

Consolidated Financial Statements

Fiscal Years Ended March 31, 2015, 2014 and 2013

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2015 and 2014
Consolidated Statements of Income for the years ended March 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income for the years ended March 31, 2015, 2014 and 2013
Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the years ended March 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements

Page

52
53
54
55
56
57
58

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
CommVault Systems, Inc.

We have audited the accompanying consolidated balance sheets of CommVault Systems, Inc. as of March 31, 2015 and 2014,
and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the
three years in the period ended March 31, 2015. Our audits also included the financial statement schedule listed in the Index at
Item 15. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of CommVault Systems, Inc. at March 31, 2015 and 2014, and the consolidated results of their operations and their
cash flows for each of the three years in the period ended March 31, 2015, in conformity with U.S. generally accepted
accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects in the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
CommVault Systems, Inc.’s internal control over financial reporting as of March 31, 2015, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated May 8, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young

MetroPark, New Jersey

May 8, 2015

CommVault Systems, Inc.

Consolidated Balance Sheets
(In thousands, except per share data)

ASSETS

March 31,

2015

2014

Current assets:

Cash and cash equivalents

Short-term investments

Trade accounts receivable, less allowance for doubtful accounts of $104 and $111
at March 31, 2015 and 2014, respectively

Prepaid expenses and other current assets

337,673

49,936

117,716

20,084

16,142

541,551

24,903

140,208

6,804

713,466

72,757

184,312

257,929

45,423

3,104

—

451

539,565
(125,502)
(7,504)
407,010

713,466

457,733

24,976

118,527

11,329

17,966

630,531

28,737

88,901

7,215

755,384

1,218

76,166

166,143

243,527

43,432

5,847

—

471

481,083
(18,059)
(917)
462,578

755,384

LIABILITIES AND STOCKHOLDERS’ EQUITY

860

Deferred tax assets, net

Total current assets

Deferred tax assets, net

Property and equipment, net

Other assets

Total assets

Current Liabilities:

Accounts payable

Accrued liabilities

Deferred revenue

Total current liabilities

Deferred revenue, less current portion

Other liabilities

Commitments and contingencies (Note 5)

Stockholders’ equity:

Preferred stock, $0.01 par value: 50,000 shares authorized, no shares issued and
outstanding at March 31, 2015 and 2014

Common stock, $0.01 par value, 250,000 shares authorized, 45,122 shares and
47,094 shares issued and outstanding at March 31, 2015 and 2014, respectively

Additional paid-in capital

Accumulated deficit
Accumulated other comprehensive loss
Total stockholders’ equity

Total liabilities and stockholders’ equity

CommVault Systems, Inc.

Consolidated Statements of Income
(In thousands, except per share data)

Year Ended March 31,

2015

2014

2013

Revenues:

Software

Services

Total revenues

Cost of revenues:

Software

Services

Total cost of revenues

Gross margin

Operating expenses:

Sales and marketing

Research and development

General and administrative

Depreciation and amortization

Total operating expenses

Income from operations

Interest expense

Interest income

Income before income taxes

Income tax expense

Net income

Net income per common share:

Basic

Diluted

Weighted average common shares outstanding:

Basic

Diluted

251,508

244,342

495,850

2,863

62,089

64,952

430,898

247,696

47,356

50,119

4,832

350,003

80,895

—

1,059

81,954

28,745

53,209

1.17

1.10

45,463

48,330

283,254

294,411

324,289

607,543

2,442

79,626

82,068

525,475

335,980

64,143

78,063

8,505

486,691

38,784
(665)
773

38,892

13,242

25,650

0.56

0.54

45,464

47,222

291,929

586,340

2,588

71,713

74,301

512,039

283,304

55,134

67,106

6,075

411,619

100,420

—

890

101,310

37,246

64,064

1.36

1.29

46,976

49,642

CommVault Systems, Inc.

Consolidated Statements of Comprehensive Income
(In thousands, except per share data)

Net income

Other comprehensive loss:

Foreign currency translation adjustment

Comprehensive income

Year Ended March 31,

2015

2014

2013

25,650

64,064

53,209

(6,587)
19,063

(628)
63,436

(528)
52,681

Total
$ 229,984
30,098

23,126

18,128

—

53,209
(528)
354,017

49,124

28,416

17,615
(50,030)
64,064
(628)
462,578

60,663

2,141

(528)
(289)

(628)
(917)

17,690
(155,125)
25,650
(6,587)
(6,587)
(7,504) $ 407,010

CommVault Systems, Inc.

Consolidated Statements of Stockholders’ Equity
(In thousands)

Common Stock

Shares
44,594

Amount

Additional
Paid-In
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Income (Loss)
239

(91,139) $

446

320,438

30,098

23,126

Balance at March 31, 2012

Stock-based compensation

Tax benefits relating to share-based
payments

Share issuances related to stock-
based payments

Repurchase of common stock

Net income

Other comprehensive income (loss)

Balance at March 31, 2013

Stock-based compensation

Tax benefits relating to share-based
payments

Share issuances related to stock-
based payments

Repurchase of common stock
Net income

Other comprehensive income (loss)

Balance at March 31, 2014

Stock-based compensation

Tax benefits relating to share-based
payments

Share issuances related to stock-
based payments

Repurchase of common stock
Net income

Other comprehensive income (loss)

1,803

18,110

46,397

464

1,472
(775)

15
(8)

47,094

471

391,772

49,124

28,416

17,600
(5,829)

481,083

60,663

2,141

1,199
(3,171)

12
(32)

17,678
(22,000)

53,209

(37,930)

(44,193)
64,064

(18,059)

(133,093)
25,650

Balance at March 31, 2015

45,122

451

539,565

(125,502) $

CommVault Systems, Inc.

Consolidated Statements of Cash Flows
(In thousands)

Cash flows from operating activities
Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Noncash stock-based compensation

Excess tax benefits from stock-based compensation
Deferred income taxes
Changes in operating assets and liabilities:

Trade accounts receivable
Prepaid expenses and other current assets
Other assets
Accounts payable

Accrued liabilities

Deferred revenue

Other liabilities

Net cash provided by operating activities
Cash flows from investing activities
Purchase of short-term investments
Proceeds from maturity of short-term investments

Purchases for corporate campus headquarters
Purchase of property and equipment
Net cash used in investing activities
Cash flows from financing activities
Repurchase of common stock

Debt issuance costs

Proceeds from the exercise of stock options and the Employee Stock Purchase Plan

Excess tax benefits from stock-based compensation

Net cash provided by (used in) financing activities

Effects of exchange rate — changes in cash
Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental disclosures of cash flow information
Interest paid

Income taxes paid

Purchases for corporate campus headquarters in accounts payable and accrued liabilities

Year Ended March 31,

2015

2014

2013

$ 25,650

$ 64,064

$ 53,209

9,046

60,663
(5,057)
4,072

6,207

4,939

49,124
(28,337)
(6,430)

30,098
(23,080)
(2,094)

(6,581)
(11,907)
1,229
(267)
13,221

35,818
(2,040)
123,847

(68,933)
43,973
(59,297)
(5,784)
(90,041)

(155,125)
(1,262)
17,690

5,057
(133,640)
(20,226)
(120,060)
457,733
$ 337,673

475
$
$ 15,590
2,111
$

(33,482)
3,948
(160)
(2,695)
43,187

25,156
(1,445)
119,137

(28,976)
5,948
(62,214)
(4,916)
(90,158)

(50,030)
—

17,615

28,337
(4,078)
(1,132)
23,769

(17,939)
(2,684)
(1,844)
2,036

32,358

38,041
(357)
112,683

(1,948)
3,146
(9,209)
(7,821)
(15,832)

—

18,128

23,080

41,208
(1,183)
136,876

433,964
$ 457,733

297,088
$ 433,964

— $
$

$
$ 12,442
6,805
$

—

5,612

953

CommVault Systems, Inc.

Notes to Consolidated Financial Statements
(In thousands, except per share data)

Nature of Business

CommVault Systems, Inc. and its subsidiaries (“CommVault” or the “Company”) is a leading provider of data and

information management software applications and related services. The Company develops, markets and sells a suite of
software applications and services, primarily in North America, Europe, Australia and Asia, that provides its customers with
high-performance data protection, including backup and recovery; data migration and archiving; snapshot management and
replication of data; integrated source, and target data deduplication; eDiscovery and compliance solutions; self-service access; a
secure virtual repository using Simpana ContentStore; enterprise-wide search capabilities; protection, recovery and discovery
of data in virtual server and cloud environments; and robust built-in analytics and troubleshooting tools. The Company’s
unified suite of data and information management software applications, which is sold under the Simpana brand, shares an
underlying architecture that has been developed to minimize the cost and complexity of managing data on globally distributed
and networked storage infrastructures. The Company also provides its customers with a broad range of professional and
customer support services.

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company. All intercompany transactions and

balances have been eliminated.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to

make judgments and estimates that affect the amounts reported in the Company’s consolidated financial statements and the
accompanying notes. The Company bases its estimates and judgments on historical experience and on various other
assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the
Company’s balance sheets and the amounts of revenues and expenses reported for each of its periods presented are affected by
estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, allowance for
doubtful accounts, income taxes and related reserves, stock-based compensation and accounting for research and development
costs. Actual results could differ from those estimates.

Revenue Recognition

The Company derives revenues from two primary sources: software licenses and services. Services include customer

support, consulting, assessment and design services, installation services and training. A typical sales arrangement includes both
licenses and services.

For sales arrangements involving multiple elements, the Company recognizes revenue using the residual method.
Under the residual method, the Company allocates and defers revenue for the undelivered elements based on fair value and
recognizes the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue.
The determination of fair value of the undelivered elements in multiple-element arrangements is based on the price charged
when such elements are sold separately, which is commonly referred to as vendor-specific objective-evidence, or VSOE.

The Company’s software licenses typically provide for a perpetual right to use the Company’s software and are sold on

a per terabyte capacity basis, on a per-copy basis, as site licenses or as a solution set. Software licenses sold on a capacity basis
provide the customer with unlimited licenses of specified software products based on a defined level of terabytes of data under
management. Site licenses give the customer the additional right to deploy the software on a limited basis during a specified
term. Solution sets are generally sold on a per unit basis such as per virtual machine for our virtual machine backup, recovery
and cloud management solution set; per mailbox for our email archive solution set and per user for our endpoint data protection
solution set.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

The Company recognizes software revenue through direct sales channels upon receipt of a purchase order or other

persuasive evidence and when all other basic revenue recognition criteria are met as described below. The Company recognizes
software revenue through all indirect sales channels on a sell-through model. A sell-through model requires that the Company
recognize revenue when the basic revenue recognition criteria are met as described below and these channels complete the sale
of the Company’s software products to the end-user. Revenue from software licenses sold through an original equipment
manufacturer partner is recognized upon the receipt of a royalty report or purchase order from that original equipment
manufacturer partner.

Services revenue includes revenue from customer support and other professional services. Customer support includes
software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches.
Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year.
To determine the price for the customer support element when sold separately, the Company primarily uses historical renewal
rates. Historical renewal rates are supported by performing an analysis in which the Company segregates its customer support
renewal contracts into different classes based on specific criteria including, but not limited to, the dollar amount of the software
purchased, the level of customer support being provided and the distribution channel. As a result of this analysis, the Company
has concluded that it has established VSOE for the different classes of customer support when the support is sold as part of a
multiple-element sales arrangement. The Company’s determination of fair value for customer support has not changed for the
periods presented.

The Company’s other professional services include consulting services, implementation and post-deployment services
and education services. Other professional services provided by the Company are not mandatory and can also be performed by
the customer or a third-party. In addition to a signed purchase order, the Company’s consulting services and implementation and
post-deployment services are, in some cases, evidenced by a Statement of Work, which defines the specific scope of such
services to be performed when sold and performed on a stand-alone basis or included in multiple-element sales arrangements.
Revenues from consulting services and implementation and post-deployment services are based upon a daily or weekly rate and
are recognized when the services are completed. Education services include courses taught by the Company’s instructors or
third-party contractors either at one of the Company’s facilities or at the customer’s site. Education services fees are recognized
as revenue after the course has been provided. Based on the Company’s analysis of such other professional services transactions
sold on a stand-alone basis, the Company has concluded it has established VSOE for such other professional services when sold
in connection with a multiple-element sales arrangement. The Company generally performs its other professional services
within 90 days of entering into an agreement. The Company’s determination of fair value for other professional services has not
changed for the periods presented.

The Company has analyzed all of the undelivered elements included in its multiple-element sales arrangements and

determined that VSOE of fair value exists to allocate revenues to services. Accordingly, assuming all basic revenue recognition
criteria are met, software revenue is recognized upon delivery of the software license using the residual method.

The Company considers the four basic revenue recognition criteria for each of the elements as follows:

•

Persuasive evidence of an arrangement with the customer exists. The Company’s customary practice is to
require a purchase order and, in some cases, a written contract signed by both the customer and the Company, or
other persuasive evidence that an arrangement exists prior to recognizing revenue related to an arrangement.

Delivery or performance has occurred. The Company’s software applications are either physically or
electronically delivered to customers with standard transfer terms such as FOB shipping point. Software and/or
software license keys for add-on orders or software updates are typically delivered in an electronic format. If
products that are essential to the functionality of the delivered software in an arrangement have not been
delivered, the Company does not consider delivery to have occurred. Services revenue is recognized when the
services are completed, except for customer support, which is recognized ratably over the term of the customer
support agreement, which is typically one year.

Vendor’s fee is fixed or determinable. The fee customers pay for software applications, customer support and
other professional services is negotiated at the outset of a sales arrangement. The fees are therefore considered to
be fixed or determinable at the inception of the arrangement. The Company evaluates instances when extended
payment terms are granted to determine if revenue should be deferred until payment becomes due.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

•

Collection is probable. Probability of collection is assessed on a customer-by-customer basis. Each new
customer undergoes a credit review process to evaluate its financial position and ability to pay. If the Company
determines from the outset of an arrangement that collection is not probable based upon the review process,
revenue is recognized at the earlier of when cash is collected or when sufficient credit becomes available,
assuming all of the other basic revenue recognition criteria are met.

The Company’s sales arrangements generally do not include acceptance clauses. However, if an arrangement does

include an acceptance clause, revenue for such an arrangement is deferred and recognized upon acceptance. Acceptance occurs
upon the earliest of receipt of a written customer acceptance, waiver of customer acceptance or expiration of the acceptance
period.

Net Income per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common
shares during the period. Diluted net income per share is computed using the weighted average number of common shares and,
if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental
common shares issuable upon the exercise of stock options, vesting of restricted stock units and shares to be purchased under
the Employee Stock Purchase Plan. The dilutive effect of such potential common shares is reflected in diluted earnings per
share by application of the treasury stock method.

The following table sets forth the computation of basic and diluted net income per common share:

Net income

Basic net income per common share:

Basic weighted average shares outstanding

Basic net income per common share
Diluted net income per common share:

Basic weighted average shares outstanding

Dilutive effect of stock options, restricted stock units, and
employee stock purchase plan

Diluted weighted average shares outstanding

Diluted net income per common share

Year Ended March 31,

2015

2014

2013

25,650

64,064

53,209

45,464

46,976

0.56

1.36

45,464

1,758

47,222

46,976

2,666

49,642

0.54

1.29

45,463

1.17

45,463

2,867

48,330

1.10

The following table summarizes the potential outstanding common stock equivalents of the Company at the end of
each period, which have been excluded from the computation of diluted net income per common share, as its effect is anti-
dilutive.

Stock options, restricted stock units, and shares under the employee
stock purchase plan

3,136

964

554

Year Ended March 31,

2015

2014

2013

Software Development Costs

Research and development expenditures are charged to operations as incurred. Based on the Company’s software

development process, technological feasibility is established upon completion of a working model, which also requires
certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at
which the product is ready for general release are immaterial.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consist of amounts due to the Company from normal business activities. The Company maintains

an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company
estimates uncollectible amounts based upon historical bad debts, evaluation of current customer receivable balances, age of
customer receivable balances, the customer’s financial condition and current economic trends.

Accounting for Income Taxes

As part of the process of preparing financial statements, the Company is required to estimate its income taxes in each

of the jurisdictions in which it operates. This process involves estimating actual current tax exposure, including assessing the
risks associated with tax audits, and assessing temporary differences resulting from different treatment of items for tax and
accounting purposes. These differences result in deferred tax assets and liabilities. As of March 31, 2015, the Company had net
deferred tax assets of approximately $41,045, which were primarily related to stock-based compensation, deferred revenue, and
federal and state research tax credit carryforwards. The Company assesses the likelihood that its deferred tax assets will be
recovered from future taxable income, and to the extent that the Company believes recovery is not likely, the Company
establishes a valuation allowance. As of March 31, 2015, the Company maintains a valuation allowance against its deferred tax
assets totaling $1,343 primarily related to the uncertainty of the Company’s ability to utilize New Jersey state research tax
credits before they expire. The Company based its valuation allowance on its estimates of taxable income by legal entity and
the period over which its state research tax credits will be recoverable.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax

regulations in each of its tax jurisdictions. The number of years with open tax audits varies depending on the tax jurisdiction. A
number of years may lapse before a particular matter is audited and finally resolved. The Company applies the guidance issued
to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a
minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as
provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods,
disclosure and transition.

As of March 31, 2015, the Company had unrecognized tax benefits of $2,005, all of which, if recognized, would

favorably affect the effective tax rate. In addition, the Company had accrued interest and penalties of $401 related to the
unrecognized tax benefits. Interest and penalties, if any, related to unrecognized tax benefits are recorded in income tax
expense. Components of the reserve are classified as either current or long-term in the Consolidated Balance Sheet based on
when we expect each of the items to be settled. However, unrecognized tax benefits which are related to a Deferred Tax Asset
recorded in the Consolidated Balance Sheet are presented as a reduction against the related Deferred Tax Asset.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with maturities of three months or less at the date of

purchase to be cash equivalents. As of March 31, 2015, the Company’s cash and cash equivalents balance consisted primarily of
money market funds.

Short-term Investments

Short-term investments consist of investments with maturities of twelve months or less that do not meet the criteria to
be cash equivalents. The company determines classification of the investment as trading, available-for-sale or held-to-maturity
at the time of purchase and reevaluates classification whenever changes in circumstances indicate changes in classification may
be necessary. The Company’s current short-term investments are classified as held-to-maturity. Held-to-maturity investments
consist of securities that the Company has the intent and ability to retain until maturity. Held-to-maturity investments are
initially recorded at cost and adjusted for the amortization of discounts from the date of purchase through maturity. Income
related to investments is recorded as interest income in the Consolidated Statement of Income. Cash inflows and outflows
related to the sale, maturity and purchase of investments are classified as investing activities in the Company’s Consolidated
Statements of Cash Flows.

Concentration of Credit Risk

The Company grants credit to customers in a wide variety of industries worldwide and generally does not require

collateral. Credit losses relating to these customers have been minimal.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

Sales through the Company’s distribution agreement with Arrow Enterprise Computing Solutions, Inc. (“Arrow”)

totaled approximately 36%, 31% and 29% of total revenues for the years ended March 31, 2015, 2014 and 2013, respectively.
Arrow accounted for approximately 41% of total accounts receivable as of March 31, 2015 and 2014, respectively.

The Company has an original equipment manufacturer agreement with Hitachi Data Systems (“HDS”) for them to

market, sell and support our software applications and services on a stand-alone basis and/or incorporate our software
applications into their own hardware products. HDS accounted for 10% of total revenues for the year ended March 31, 2015.
HDS accounted for 11% of total accounts receivable as of March 31, 2015.

Fair Value of Financial Instruments

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable

approximate their fair values due to the short-term maturity of these instruments. As of March 31, 2015 and 2014, the
Company’s short-term investments balance consisted of U.S. Treasury Bills.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit

price) in the principal or most advantageous market for such asset or liability in an orderly transaction between market
participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable
inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy
based on three levels of inputs, of which the first two are considered observable and the last unobservable:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as

quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation
or other means.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair

value of the assets or liabilities.

The following table summarizes the composition of the Company’s financial assets measured at fair value on a

recurring basis at March 31, 2015 and March 31, 2014:

March 31, 2015
Cash equivalents
Short-term investments

March 31, 2014
Cash equivalents
Short-term investments

Property and Equipment

Level 1

Level 2

Level 3

Total

204,939

— $

—
49,955

— $
— $

204,939
49,955

Level 1

Level 2

Level 3

Total

326,952

— $

—
24,993

— $
— $

326,952
24,993

Property and equipment are stated at cost, less accumulated depreciation and amortization. Land is not depreciated.
The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets. The depreciable
assets that comprise the Company's owned headquarters classified as Buildings are being depreciated over lives ranging from
ten to sixty years. Computer and related equipment is generally depreciated over eighteen months to three years and furniture
and fixtures are generally depreciated over three to twelve years. Leasehold improvements are amortized over the shorter of the
useful life of the improvement or the term of the related lease. Expenditures for routine maintenance and repairs are charged
against operations. Major replacements, improvements and additions are capitalized.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

Asset Retirement Obligation

A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the

related leasehold improvements are recorded at the time leasehold improvements are acquired. The Company maintains certain
office space for which the lease agreement requires that the Company return the office space to its original condition upon
vacating the premises. Accordingly, the balance of the asset retirement obligation was $687 as of March 31, 2015 and $577 as
of March 31, 2014.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that

the carrying amount of the assets may not be fully recoverable. To determine the recoverability of its long-lived assets, the
Company evaluates the estimated future undiscounted cash flows that are directly associated with, and that are expected to arise
as a direct result of, the use and eventual disposition of the long-lived asset. If the estimated future undiscounted cash flows
demonstrate that recoverability is not probable, an impairment loss would be recognized. An impairment loss would be
calculated based on the excess carrying amount of the long-lived asset over the long-lived asset’s fair value. The fair value
would be determined based on valuation techniques such as a comparison to fair values of similar assets. There were no
impairment charges recognized during the years ended March 31, 2015, 2014 and 2013.

Deferred Revenue

Deferred revenues represent amounts collected from, or invoiced to, customers in excess of revenues recognized. This

results primarily from the billing of annual customer support agreements, and billings for other professional services fees that
have not yet been performed by the Company and receipt of license fees that are deferred due to one or more of the revenue
recognition criteria not being met. The value of deferred revenues will increase or decrease based on the timing of invoices and
recognition of revenue. The Company expenses internal direct and incremental costs related to contract acquisition and
origination as incurred.

Deferred revenue consists of the following:

Current:

Deferred software revenue

Deferred services revenue

Non-current:

Deferred services revenue

Total Deferred Revenue

March 31,

2015

2014

1,305

183,007

184,312

45,423

229,735

666

165,477

166,143

43,432

209,575

Accounting for Stock-Based Compensation

The Company utilizes the Black-Scholes pricing model to determine the fair value of non-qualified stock options on

the dates of grant. Restricted stock units are measured based on the fair market values of the underlying stock on the date of
grant. The Company recognizes stock-based compensation using the straight-line method for all stock awards.

The Company classifies benefits of tax deductions in excess of the compensation cost recognized (excess tax benefits)

as a financing item cash inflow with a corresponding operating cash outflow. For the years ended March 31, 2015, 2014 and
2013, the Company included $5,057, $28,337, and $23,080, respectively, as a financing cash inflow.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

Share Repurchases

The Company considers all shares repurchased as canceled shares restored to the status of authorized but unissued

shares on the trade date. The aggregate purchase price of the shares of the Company’s common stock repurchased is reflected as
a reduction to Stockholders’ Equity. The Company accounts for shares repurchased as an adjustment to common stock (at par
value) with the excess repurchase price allocated between Additional Paid-in Capital and Accumulated Deficit. As a result of
the Company’s stock repurchases in the fiscal year ended March 31, 2015, the Company reduced common stock and additional
paid-in capital by $22,032 and increased accumulated deficit by $133,093.

Sales Tax

The Company records revenue net of sales tax.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expenses were $5,401, $6,174, and $4,646 for the

years ended March 31, 2015, 2014 and 2013, respectively.

Shipping and Handling Costs

Shipping and handling costs are included in cost of revenues for all periods presented.

Foreign Currency Translation

The functional currencies of the Company’s foreign operations are deemed to be the local country’s currency. Assets

and liabilities of the Company’s international subsidiaries are translated at their respective period-end exchange rates, and
revenues and expenses are translated at average currency exchange rates for the period. The resulting balance sheet translation
adjustments are included in Other Comprehensive Income (Loss) and are reflected as a separate component of Stockholders’
Equity.

Foreign currency transaction gains and losses are recorded in “General and administrative expenses” in the
Consolidated Statements of Income. The Company recognized net foreign currency transaction gains of $127 and $324 and net
foreign currency transaction losses $275 in the years ended March 31, 2015, March 31, 2014 and March 31, 2013, respectively.
The net foreign currency transaction gains and losses recorded in “General and administrative expenses” include settlement
gains and losses on forward contracts disclosed below.

To date, the Company has selectively hedged its exposure to foreign currency transaction gains and losses on the

balance sheet through the use of forward contracts, which were not designated as hedging instruments. The duration of forward
contracts utilized for hedging the Company’s balance sheet exposure is generally one month to three months. As of March 31,
2015 and March 31, 2014, the Company did not have any forward contracts outstanding. The Company recorded net realized
gains in general and administrative expenses of $33 in fiscal 2015 and net realized losses of $82 in fiscal 2014 and $152 in
fiscal 2013 related to the settlement of a forward exchange contracts. In the future, the Company may enter into additional
foreign currency-based hedging contracts to reduce its exposure to significant fluctuations in currency exchange rates on the
balance sheet.

Comprehensive Income

Comprehensive income is defined to include all changes in equity, except those resulting from investments by

stockholders and distribution to stockholders.

Recently Issued Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." This

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax

Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”).

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

ASU 2013-11 addresses the diversity in practice regarding financial statement presentation of an unrecognized tax benefit when
a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance requires an unrecognized
tax benefit, or a portion of, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating
loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent the deferred tax asset is not available at the
reporting date to settle any additional income taxes that would result from the disallowance of a tax position; the unrecognized
tax benefit should be presented in the financial statements as a liability and should not be combined with the deferred tax asset.
The amendments in this standard are effective for reporting periods in the current fiscal year. The adoption of ASU 2013-11 did
not have a material impact on the financial statements.

There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to

have a material impact on the Company’s financial position, results of operations or cash flows.

Property and Equipment

Property and equipment consist of the following:

Land

Buildings

Computers, servers and other equipment

Furniture and fixtures

Leasehold improvements

Purchased software

Construction in process

Less: Accumulated depreciation and amortization

March 31,

2015

2014

9,445

102,880

33,914

14,399

4,621

2,463

619

168,341
(28,133)
140,208

—

27,827

2,409

8,911

2,291

79,182

120,620
(31,719)
88,901

During fiscal 2015, the Company completed its move to a new owned corporate campus headquarters located in

Tinton Falls, New Jersey. In connection with the move, the Company recorded accelerated depreciation on leasehold
improvements associated with the prior headquarters location of $550 in fiscal 2015. As of March 31, 2015, the Company also
had a lease termination liability of $1,242 related to rent and related costs associated with the prior headquarters location with is
leased through July 31, 2015.

The Company recorded depreciation and amortization expense of $8,856, $6,207, and $4,939 for the years ended

March 31, 2015, 2014 and 2013, respectively.

Accrued Liabilities

Accrued liabilities consist of the following:

Compensation and related payroll taxes
Other

March 31,

2015

2014

38,518
34,239
72,757

35,813
40,353
76,166

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

Commitments and Contingencies

Leases

The Company leases various office facilities under non-cancelable leases, which expire on various dates through April

2022. Future minimum lease payments under all operating leases at March 31, 2015 are as follows:

Year Ending March 31,
2016
2017
2018
2019
2020 and thereafter

8,762
4,827
3,993
3,379
6,635
27,596

Rent expenses were $10,845, $11,405, and $10,037 for the years ended March 31, 2015, 2014 and 2013, respectively.

Rent expense is calculated by amortizing total rental payments (net of any rental abatements, allowances and other

rental concessions), on a straight-line basis, over the lease term. Accordingly, rent expense charged to operations differs from
rent paid resulting in the Company recording deferred rent.

Purchase Commitments

The Company, in the normal course of business, enters into various purchase commitments for goods or services. Total
non-cancellable purchase commitments as of March 31, 2015 are approximately $9,286 for fiscal 2016, $2,759 for fiscal 2017,
$1,129 for fiscal 2018 and $254 for fiscal 2019, totaling $13,428 for all periods through fiscal 2019. These purchase
commitments primarily result from contracts for the acquisition of IT infrastructure, marketing and software development
services and the construction of the Company’s corporate campus headquarters.

The Company has certain software royalty commitments associated with the shipment and licensing of certain

products. Royalty expense is generally based on a fixed cost per unit shipped or a fixed fee for unlimited units shipped over a
designated period. Royalty expense, included in cost of software revenues, was $1,768 in fiscal 2015, $1,350 in fiscal 2014 and
$2,081 in fiscal 2013.

Indemnifications

The Company offers a 90-day limited product warranty for its software. To date, costs related to this product warranty

have not been material.

Legal Proceedings

In the normal course of its business, the Company may be involved in various claims, negotiations and legal actions.

As of March 31, 2015, the Company is not aware of any asserted or unasserted claims, negotiations and legal actions for which
a loss is considered reasonably possible of occurring and would require disclosure under the guidance.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

On September 10, 2014, a purported class action complaint was filed in the United States District Court for the District

of New Jersey against the Company, the Chief Executive Officer and the Chief Financial Officer. The case is captioned In re
CommVault Systems, Inc. Securities Litigation (Master File No. 3:14-cv-05628-MAS-LHG). The suit alleges that the Company
made materially false and misleading statements, or failed to disclose material facts, regarding the Company's financial results,
business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated thereunder. The suit asserts claims covering an alleged class period from May 7, 2013 through April 24,
2014. It is purportedly brought on behalf of purchasers of the Company's common stock during that period, and seeks
compensatory damages, costs and expenses, as well as equitable or other relief. Lead plaintiff, the Arkansas Teachers
Retirement System, was appointed on January 12, 2015, and on March 18, 2015, an amended complaint was filed by the
plaintiffs. Defendants plan to file their motion to dismiss the complaint on May 26, 2015. At this time, the Company is unable
to predict the outcome of this matter and cannot currently estimate a range of any possible losses that it may experience.
Accordingly, the Company is unable at this time to estimate the effects of this lawsuit on its financial condition, results of
operations, or cash flows. As of March 31, 2015 the Company has not recorded a reserve for this matter.

The Company provides certain provisions within its software licensing agreements to indemnify its customers from
any claim, suit or proceeding arising from alleged or actual intellectual property infringement. These provisions continue in
perpetuity, along with the Company’s software licensing agreements. The Company has never incurred a liability relating to one
of these indemnification provisions, and management believes that the likelihood of any future payout relating to these
provisions is remote. Therefore, the Company has not recorded a liability during any period for these indemnification
provisions.

Revolving Credit Facility

On June 30, 2014, the Company entered into a five-year $250,000 revolving credit facility (the “Credit Facility”). The
Credit Facility is available for share repurchases, general corporate purposes, and letters of credit. The Credit Facility contains
financial maintenance covenants including a leverage ratio and interest coverage ratio. The Credit Facility also contains certain
customary events of default which would permit the lenders to, among other things, declare all loans then outstanding to be
immediately due and payable if such default is not cured within applicable grace periods. The Credit Facility also limits the
Company's ability to incur certain additional indebtedness, create or permit liens on assets, make acquisitions, make
investments, loans or advances, sell or transfer assets, pay dividends or distributions, and engage in certain transactions with
foreign affiliates. Outstanding borrowings under the Credit Facility accrue interest at an annual rate equal to London Interbank
Offered Rate plus 1.50% subject to increases based on the Company's actual leverage. The unused balance on the Credit
Facility is also subject to a 0.25% annual interest charge subject to increases based on the Company's actual leverage. As of
March 31, 2015, there were no borrowings under the Credit Facility and the Company was in compliance with all covenants.

The Company has deferred the expense related to debt issuance costs, which are classified as Other Assets, and will

amortize the costs into interest expense over the term of the Credit Facility. Unamortized amounts at March 31, 2015 were
$1,072. The amortization of debt issuance costs was $190 for year ended March 31, 2015 and is included in Interest expense.

Capitalization

As of March 31, 2015 and 2014, the Company had 250,000 shares of common stock and 50,000 shares of preferred

stock authorized. As of March 31, 2015 and 2014 there were no shares of preferred stock outstanding.

On November 13, 2008, the Board of Directors of the Company adopted a Rights Plan and declared a dividend

distribution of one Right for each outstanding share of common stock to shareholders of record on November 24, 2008. Each
Right, when exercisable, entitles the registered holder to purchase one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share, at a purchase price of eighty dollars per one one thousandth of a share,
subject to adjustment. Of the 50,000 shares of preferred stock authorized under the Company’s certificate of incorporation, 150
have been designated as Series A Junior Participating Preferred.

The Rights will become exercisable following the tenth business day after (i) a person or group announces the

acquisition of 15% or more of the Company’s common stock or (ii) commencement of a tender or exchange offer, the
consummation of which would result in ownership by the person or group of 15% or more of the Company’s common stock.
The Company is also entitled to redeem the Rights at $0.001 per right under certain circumstances. The Rights expire on
November 14, 2018, if not exercised or redeemed.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

Common Stock

The Company had 45,122 and 47,094 shares of common stock, par value $0.01, outstanding at March 31, 2015 and

March 31, 2014, respectively.

During fiscal 2015, the Company repurchased $155,125 of common stock, or 3,171 shares, under its share repurchase

program. As of March 31, 2015, $100,002 remained in the stock repurchase authorization.

Shares Reserved for Issuance

The Company has reserved 11,059 shares in connection with its Stock Plans discussed in Note 8 at March 31, 2015.

Stock Plans

As of March 31, 2015, the Company maintains two stock incentive plans, the 1996 Stock Option Plan (the “Plan”) and

the 2006 Long-Term Stock Incentive Plan (the “LTIP”).

Under the Plan, the Company may grant non-qualified stock options to purchase 11,705 shares of common stock to

certain officers and employees. Stock options are granted at the discretion of the Board and expire 10 years from the date of the
grant. At March 31, 2015, there were 572 options available for future grant under the Plan.

The LTIP permits the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted

stock units, stock appreciation rights, performance stock awards and stock unit awards based on, or related to, shares of the
Company’s common stock. On each April 1, the number of shares available for issuance under the LTIP is increased, if
applicable, such that the total number of shares available for awards under the LTIP as of any April 1 is equal to 5% of the
number of outstanding shares of the Company’s common stock on that April 1. As of March 31, 2015, approximately
757 shares were available for future issuance under the LTIP.

As of March 31, 2015, the Company has granted non-qualified stock options and restricted stock units under its stock

incentive plans. Equity awards granted by the Company under its stock incentive plans generally vest quarterly over a four-year
period, except that the shares that would otherwise vest quarterly over the first twelve months do not vest until the first
anniversary of the grant. However, from time to time the company grants equity awards that vest between one and three years.
The Company anticipates that future grants under its stock incentive plans will continue to include both non-qualified stock
options and restricted stock units.

The Company estimated the fair value of stock options granted using the Black-Scholes formula. The Company’s

calculation of expected term includes a combination of actual exercise data and an assumption on when the remaining
outstanding options with similar characteristics would be exercised based on the Company’s historical data. In determining
expected life, the Company separates employees into groups that have historically exhibited similar behavior with regard to
option exercises. Expected volatility is calculated based on a blended approach that included the implied volatility of the
Company’s traded options with a remaining maturity greater than six months and the historical realized volatility of the
Company’s common stock. The risk-free interest rate is determined by reference to U.S. Treasury yield curve rates with a
remaining term that is approximately the expected life assumed at the date of grant. Forfeitures are estimated based on the
Company’s historical analysis of actual stock option forfeitures.

As of March 31, 2015, there was approximately $122,977 of unrecognized stock-based compensation expense related

to all of the Company's employee stock plans, net of estimated forfeitures, that is expected to be recognized over a weighted
average period of 2.55 years. To the extent the actual forfeiture rate is different from what the Company has anticipated, stock-
based compensation related to these awards will be different from the Company’s expectations.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

The assumptions used in the Black-Scholes option-pricing model are as follows:

Dividend yield

Expected volatility

Weighted average expected volatility

Risk-free interest rates

Weighted average expected life (in years)

Year Ended March 31,

2015
None

2014
None

2013
None

41% - 47%

42% - 47%

45% - 50%

46%

45%

47%

1.22% - 2.18%

0.70% - 2.11%

0.60% - 1.40%

5.7

6.9

6.2

The following summarizes the activity for the Company’s two stock incentive plans from March 31, 2012 to

March 31, 2015:

Options
Outstanding at March 31, 2012

Options granted

Options exercised

Options forfeited

Options expired

Outstanding at March 31, 2013

Options granted

Options exercised

Options forfeited

Options expired

Outstanding at March 31, 2014

Options granted

Options exercised

Options forfeited

Options expired

Outstanding at March 31, 2015

Vested or expected to vest at March 31, 2015

Exercisable at March 31, 2015

Number of
Options

6,656

1,289
(1,361)
(129)
(16)
6,439

1,035
(999)
(87)
—

6,388

1,107
(504)
(159)
(27)
6,805

6,722

4,349

Weighted-
Average
Exercise Price

Weighted-
Average
Remaining
Contractual
Term (Years)

Aggregate
Intrinsic
Value

19.19

60.07

13.32

35.11

11.24

28.31

85.91

17.62

50.05

—

39.03

46.16

19.44

65.93

68.84

40.89

40.55

30.00

6.07

6.01

4.62

81,082

81,079

80,671

The weighted average fair value of stock options granted was $20.16 per share, $41.70 per share, and $27.28 per share
during the years ended March 31, 2015, 2014 and 2013, respectively. The total intrinsic value of options exercised was $15,069,
$59,509, and $65,973 in the years ended March 31, 2015, 2014 and 2013, respectively. The Company’s policy is to issue new
shares upon exercise of options as the Company does not hold shares in treasury.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

The following table summarizes information on stock options outstanding under the Plan and LTIP at March 31, 2015:

Range of Exercise Prices

Options
Outstanding at
March 31,
2015

$ 4.50 - 13.81

14.25 - 41.55

43.30 - 56.57

58.25 - 86.64

87.20

$ 4.50 - 87.20

1,562

2,097

1,923

387

836

6,805

Weighted-Average

Remaining
Contractual Life
2.22

5.33

8.55

8.11

8.42

6.07

Exercise Price

9.63

30.42

50.44

76.34

87.20

40.89

Options
Exercisable at
March 31,
2015

Weighted-
Average
Exercise Price

1,562

1,922

499

269

4,349

9.63

29.42

55.84

78.03

87.20

30.00

Restricted stock unit activity is as follows:

Non-Vested Restricted Stock Units
Non-vested as of March 31, 2012

Granted

Vested

Forfeited

Non-vested as of March 31, 2013

Granted

Vested

Forfeited

Non-vested as of March 31, 2014

Granted

Vested

Forfeited

Non-vested as of March 31, 2015

Number
of
Awards

1,113

613
(442)
(86)
1,198

562
(473)
(85)
1,202

791
(491)
(114)
1,388

Weighted
Average
Grant Date
Fair Value

33.24

57.01

29.79

37.49

46.45

84.66

42.11

53.57

65.63

46.69

59.22

63.70

57.04

The total fair value of the restricted stock units that vested during the years ended March 31, 2015, 2014 and 2013 was

$24,592, $37,584 and $25,649, respectively.

The following table presents the stock-based compensation expense included in cost of services revenue, sales and

marketing, research and development and general and administrative expenses for the years ended March 31, 2015, 2014 and
2013.

Cost of services revenue

Sales and marketing

Research and development

General and administrative

Stock-based compensation expense

Year Ended March 31,

2015

2014

2013

2,930

1,428

26,853

5,908

24,972

20,813

4,512

22,371

60,663

49,124

963

13,508

3,020

12,607

30,098

The Company recognized a tax benefit related to stock-based compensation of $18,570 in the year ended March 31,

2015, $15,940 in the year ended March 31, 2014 and $8,901 in the year ended March 31, 2013.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

Performance Based Awards

On March 31, 2015, the Company’s CEO was granted 46 performance stock options (“PSO”) and 24 performance

restricted stock units (“PSU”). The vesting of these awards is contingent upon the Company meeting certain fiscal 2016
revenue and earnings targets. The PSOs only vest if the Company meets a threshold against fiscal 2016 revenue and earnings
targets. The amount of PSUs that can ultimately vest is based on a sliding scale of achievement against fiscal 2016 revenue and
earnings targets. The PSOs and PSUs are also subject to a service period of approximately 3.5 years, vesting quarterly over this
period, subject to a cumulative vesting catch-up after the fiscal 2016 results measurement date.

The fair value of the PSOs and PSUs was measured in the same manner as the Company’s non-performance based

awards. Compensation cost related to the PSOs and PSUs is recognized on a straight-line basis over the 3.5 year service period.
The fair value of the PSO and PSU grants was $1,012 and $1,041, respectively. These awards have not been included in the
roll forwards above. The PSOs and PSUs are being accounted for as equity awards.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan (the “Purchase Plan”) is a shareholder approved plan under which substantially all
employees may purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the
fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions
under the Purchase Plan are limited to 10% of the employee’s salary and employees may not purchase more than $25 of stock
during any calendar year. Employees purchased 204 shares in exchange for $7,906 of proceeds in fiscal 2015. There were no
purchases in the prior year related to the plan. The Purchase Plan is considered compensatory and the fair value of the discount
and look back provision are estimated using the Black-Scholes formula and recognized over the six month withholding period
prior to purchase. The total expense associated with the Purchase Plan for fiscal 2015 and 2014 was $2,960 and $395,
respectively. The fiscal 2014 expense represents two months of the initial six month purchase period. As of March 31, 2015,
there was approximately $902 of unrecognized cost related to the current purchase period of our Employee Stock Purchase
Plan.

Income Taxes

The components of income before income taxes were as follows:

Domestic

Foreign

Year Ended March 31,

2015

2014

2013

28,048

10,844

38,892

89,946

11,364

101,310

72,650

9,304

81,954

The components of income tax expense (benefit) were as follows:

Current:

Federal

State

Foreign

Deferred:

Federal
State

Foreign

Year Ended March 31,

2015

2014

2013

1,777

34,406

2,533

4,791

4,237
(24)
(72)
13,242

4,063

5,207

(5,453)
(616)
(361)
37,246

23,537

2,238

5,073

(1,107)
18
(1,014)
28,745

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

A reconciliation of the statutory tax rates and the effective tax rates for the years ended March 31, 2015, 2014 and

2013 are as follows:

Statutory federal income tax expense rate
State and local income tax expense, net of federal income tax effect

Impact of limit on executive compensation

Foreign earnings taxed at different rates

Domestic permanent differences

Foreign tax credits
Research credits
Tax reserves

Other differences, net
Effective income tax expense

Year Ended March 31,

2015

2014

2013

35.0%
3.0

3.2

1.0

4.1
(2.8)
(4.9)
(5.3)
0.7
34.0%

35.0%
2.5

1.5

0.7

0.3
(1.3)
(1.9)
(0.8)
0.8
36.8%

35.0%
2.5

0.8

0.4

1.1
(1.4)
(3.0)
0.1
(0.4)
35.1%

Net deferred tax assets arise due to the recognition of income and expense items for tax purposes, which differ from those

used for financial statement purposes. The Company assesses the likelihood that its deferred tax assets will be recovered from
future taxable income, and to the extent that the Company believes recovery is not likely, the Company establishes a valuation
allowance. The significant components of the Company’s deferred tax assets are as follows:

Deferred tax assets:

Stock-based compensation

Deferred revenue

Tax credits

Accrued expenses

Allowance for doubtful accounts and other reserves

Net operating losses

Depreciation and amortization

Less: valuation allowance
Total deferred tax assets

Deferred tax liabilities:

Depreciation and amortization

Net deferred tax asset

March 31,

2015

2014

30,561

10,542

6,229

1,570

697

—
(1,343)
48,282

(7,237)
41,045

23,261

9,266

10,268

1,240

943

724

2,383
(1,382)
46,703

—

46,703

At March 31, 2015 the Company maintained valuation allowances totaling $1,343 against New Jersey state research
tax credits due to uncertainties related to the ability to utilize such state research tax credits before they expire. The Company
based its valuation allowance on its estimates of taxable income by legal entity and the period over which its state research tax
credits will be recoverable.

It is the Company’s intention to reinvest undistributed earnings of its foreign subsidiaries and thereby infinitely

postpone their remittance. As a result, deferred U.S. income taxes have not been provided on undistributed earnings of foreign
subsidiaries of the Company. In the event we needed to repatriate funds from outside of the United States, such repatriation
would likely be subject to restrictions by local laws and/or tax consequences including foreign withholding taxes or U.S.
income taxes. It is not currently practical to estimate the legal restrictions or tax liability that would arise from such
repatriations. The cumulative amount of unremitted earnings from the foreign subsidiaries that is expected to be permanently
reinvested was approximately $18,659 on March 31, 2015.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

Excess tax benefits related to share-based payments are credited to equity. When determining this excess tax benefit,

the Company elected to follow the tax law approach. As a result, the Company’s excess tax benefit which was recorded to
equity was approximately $2,141 and $28,416 for the years ended March 31, 2015 and 2014, respectively.

At March 31, 2015, the Company has federal and state research tax credit (R&D credits) carryforwards of
approximately $2,601 and $4,203, respectively. The federal research tax credit carryforwards expire from 2025 through 2035,
and the state research tax credit carryforwards expire from 2016 through 2023. At March 31, 2015, the Company has federal
Alternative Minimum Tax credit carryforwards of $1,149.

The Company conducts business globally and as a result, files income tax returns in the United States and in various state

and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities
throughout the world, including such major jurisdictions as the United States, Australia, Canada, Germany, Netherlands and
United Kingdom. The Company's French branch of its Netherlands subsidiary is currently under audit for the fiscal years ended
March 31, 2004 through March 31, 2014 by the French tax authorities. The following table summarizes the tax years in the
Company’s major tax jurisdictions that remain subject to income tax examinations by tax authorities as of March 31, 2015. The
years subject to income tax examination in the Company’s foreign jurisdictions cover the maximum time period with respect to
these jurisdictions. Due to NOL carryforwards, in some cases the tax years continue to remain subject to examination with
respect to such NOLs.

Tax Jurisdiction
U.S. Federal

New Jersey

Foreign jurisdictions

Years Subject to Income
Tax Examination
2005 - Present

2002 - Present

2004 - Present

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax

Balance at March 31, 2012

Additions for tax positions related to fiscal 2013

Additions for tax positions related to prior years

Settlements and effective settlements with tax authorities and remeasurements
Reductions related to the expiration of statutes of limitations

Foreign currency translation adjustment

Balance at March 31, 2013

Additions for tax positions related to fiscal 2014

Additions for tax positions related to prior years

Settlements and effective settlements with tax authorities and remeasurements
Reductions related to the expiration of statutes of limitations

Foreign currency translation adjustment

Balance at March 31, 2014

Additions for tax positions related to fiscal 2015

Additions for tax positions related to prior years

Settlements and effective settlements with tax authorities and remeasurements
Reductions related to the expiration of statutes of limitations

Foreign currency translation adjustment

Balance at March 31, 2015

4,699

401

—
(511)
—
(19)
4,570

316

433
(1,283)
—

4,113

490

252
(2,838)
—
(12)
2,005

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

All of the Company’s unrecognized tax benefits at March 31, 2015 of $2,005, if recognized, would favorably affect the

effective tax rate. Components of the reserve are classified as either current or long-term in the Consolidated Balance Sheet
based on when the Company expects each of the items to be settled. Unrecognized tax benefits and the related accrued interest
and penalties totaling $1,634 are recorded as Other Liabilities on the Consolidated Balance Sheet, of which $333 represents
interest and penalties. The Company also has unrecognized tax benefits and related accrued interest and penalties totaling $771
as a reduction of Deferred Tax Assets on the Consolidated Balance Sheet, of which $68 represents interest and penalties.

The Company believes that it is reasonably possible that approximately $76 of its currently remaining unrecognized

tax benefits may be realized by the end of the fiscal year ending March 31, 2016 as a result of the lapse of the statute of
limitations. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense. In the years ended
March 31, 2015, 2014 and 2013, the Company recognized $224, $89 and $107, respectively, of interest and penalties in the
Consolidated Statement of Income.

10.

Employee Benefit Plan

The Company has a defined contribution plan, as allowed under Section 401(k) of the Internal Revenue Code,

covering substantially all employees. Effective January 1, 2012, the Company makes contributions equal to a discretionary
percentage of the employee’s contributions determined by the Company. During the years ended March 31, 2015, 2014 and
2013, the Company made contributions of $1,955, $1,451, and $1,132, respectively.

11.

Segment Information

The Company operates in one segment storage software solutions. The Company’s products and services are sold

throughout the world, through direct and indirect sales channels. The Company’s chief operating decision maker (the “CODM”)
is the chief executive officer. The CODM makes operating performance assessment and resource allocation decisions on a
global basis. The CODM does not receive discrete financial information about asset allocation, expense allocation or
profitability by product or geography.

Revenues by geography are based upon the billing address of the customer. All transfers between geographic regions
have been eliminated from consolidated revenues. The following table sets forth revenue and long-lived assets by geographic
area:

Revenue:

United States

Other

Year Ended March 31,

2015

2014

2013

344,931

262,612

607,543

333,700

252,640

586,340

288,370

207,480

495,850

No individual country other than the United States accounts for 10% or more of revenues in the years ended March 31,
2015, 2014 and 2013. Revenue included in the “Other” caption above primarily relates to the Company’s operations in Europe,
Australia, Canada and Asia.

Long-lived assets:

United States

Other

March 31,

2015

2014

143,975

3,037

147,012

89,523

6,593

96,116

At March 31, 2015 no other individual country, other than the United States, accounts for 10% or more of long-lived

assets.

CommVault Systems, Inc.
Notes to Consolidated Financial Statements — (Continued)
(In thousands, except per share data)

12.

Selected Quarterly Financial Data (unaudited)

Fiscal 2015
Total revenue
Gross margin
Net income
Net income per common share:
Basic (1)
Diluted (1)

Fiscal 2014
Total revenue
Gross margin
Net income
Net income per common share:
Basic (1)
Diluted (1)

June 30

September 30

December 31

March 31

Quarter Ended

$
$

152,643
131,716
12,729

0.28
0.27

June 30

134,408
116,630
13,462

0.29
0.27

$
$

151,144
130,858
6,496

$
$

0.14
0.14
Quarter Ended

153,021
133,080
3,073

0.07
0.07

September 30

December 31

141,863
123,707
17,354

0.37
0.35

$
$

153,250
134,752
17,591

0.37
0.35

$
$

150,735
129,821
3,352

0.07
0.07

March 31

156,819
136,950
15,657

0.33
0.32

(1)

Per common share amounts for the quarters and full year have been calculated separately. Accordingly, quarterly
amounts do not add to the annual amount because of differences in the weighted average common shares outstanding
during each period used in the basic and diluted calculations.

Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable

Item 9A.

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the

effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934, as of March 31, 2015. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of March 31, 2015.

(b) Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting

as defined in Rules 13a-15(f) of the Exchange Act. There are inherent limitations in the effectiveness of any internal control,
including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal
control can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in
conditions, the effectiveness of any internal control may vary over time.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated
the effectiveness of our internal control over financial reporting as of March 31, 2015. In making this assessment, management
used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the
2013 Internal Control—Integrated Framework.

Based on our assessment, using those criteria, our management concluded that, as of March 31, 2015, our internal

control over financial reporting was effective. The effectiveness of our internal control over financial reporting as of March 31,
2015 has been audited by Ernst & Young LLP, our independent registered public accounting firm, as stated in their report,
which is included below in this Annual Report on Form 10-K.

There was no change in our internal control over financial reporting that occurred during the fourth quarter of fiscal

2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The Board of Directors and Stockholders of CommVault Systems, Inc.

We have audited CommVault System, Inc.’s internal control over financial reporting as of March 31, 2015 based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). CommVault Systems, Inc.’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect and correct
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

In our opinion, CommVault Systems, Inc. maintained, in all material respects, effective internal control over financial reporting
as of March 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of CommVault Systems, Inc. as of March 31, 2015 and 2014, and the related consolidated
statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period
ended March 31, 2015 of CommVault Systems, Inc. and our report dated May 8, 2015 expressed an unqualified opinion
thereon.

/s/ Ernst & Young
MetroPark, New Jersey
May 8, 2015

Item 9B.

Other Information

Not applicable

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

We will furnish to the SEC a definitive Proxy Statement not later than 120 days after the close of the fiscal year ended

March 31, 2015. Information with respect to this Item is incorporated herein by reference from our 2015 Proxy Statement,
including in the sections captioned, “Our Board of Directors” and “Corporate Governance”.

Our Board of Directors has adopted a code of business ethics and conduct, which applies to all our employees. The

code of business ethics and conduct is in addition to our code of ethics for senior financial officers. The full texts of our code of
business ethics and conduct and our code of ethics for senior financial officers can be found on our website,
www.commvault.com.

Item 11.

Executive Compensation

Information with respect to this Item is incorporated herein by reference from our 2015 Proxy Statement, including in

the section captioned “Compensation Discussion and Analysis”.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information with respect to this Item is incorporated herein by reference from our 2015 Proxy Statement, including in

the section captioned “Security Ownership of Certain Beneficial Ownership and Management”.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of March 31, 2015 with respect to the shares of our common stock that

may be issuable upon the exercise of options, warrants and rights under or existing equity compensation plans. The following
information is as of March 31, 2015:

Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)

Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)

Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans (Excluding
Securities Reflected in
Column (a))
(c)(2)

8,263,000

—

8,263,000

40.89

—

40.89

1,329,000

—

1,329,000

Equity compensation plans approved by security
holders(1)

Equity compensation plans not approved by
security holder

Totals

(1)

(2)

Consists of shares of common stock to be issued upon exercise of outstanding options and vesting of restricted stock
awards under our 1996 Stock Option Plan and 2006 Long-Term Stock Incentive Plan. These amounts do not include
potentially issuable shares under the Employee Stock Purchase Plan. The company has reserved 2,796,000 shares for
the future issuance of shares under the Employee Stock Purchase Plan.
On each April 1, the number of shares available for issuance under the 2006 Long-Term Stock Incentive Plan is
increased, if applicable, such that the total number of shares available for awards under the 2006 Long-Term Stock
Incentive Plan as of any April 1 is equal to 5% of the number of outstanding shares of our common stock on that
April 1.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Information with respect to this Item is incorporated herein by reference from our 2015 Proxy Statement, including in

the section captioned, “Transactions with Related Persons”.

Item 14.

Principal Accountant Fees and Services

Information with respect to this Item is incorporated herein by reference from our 2015 Proxy Statement, including in

the sections captioned “Audit, Audit-related, Tax and All Other Fees”.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

Financial Statements

See “Index to Consolidated Financial Statements” set forth in Item 8 for a list of financial statements filed as part of

this report.

Financial Statement Schedules

The following financial statement schedule should be read in conjunction with the Consolidated Financial Statements

set forth in Item 8 and appears below:

Schedule II — Valuation and Qualifying Accounts for the years ended March 31, 2013, 2014 and 2015.

All other schedules are omitted because they are not required or the required information is shown in the financial

statements or notes thereto.

Schedule II — Valuation and Qualifying Accounts

Year Ended March 31, 2013
Allowance for doubtful accounts

Valuation allowance for deferred taxes
Year Ended March 31, 2014
Allowance for doubtful accounts

Valuation allowance for deferred taxes
Year Ended March 31, 2015
Allowance for doubtful accounts

Valuation allowance for deferred taxes

Balance at
Beginning of
Year

Charged
(Credited) to
Costs and
Expenses

Deductions

Balance at
End of
Year

(In thousands)

1,420

103

1,395

111

1,382

12
$
— $

8
$
— $

1
$
(39) $

— $
13
$

8
$
— $

103

1,395

111

1,382

104

1,343

The following exhibits are incorporated by reference or filed herewith.

Exhibits

Exhibit No.
3.1

Description
Amended and Restated Certificate of Incorporation of CommVault Systems, Inc. (Incorporated by reference
to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550).

3.2

3.3

4.1

4.2

9.1

10.1*

10.2*

10.3*

10.4*

10.5*

10.6*

10.7*

10.8*

10.9*

10.10*

10.11

Amended and Restated Bylaws of CommVault Systems, Inc. (Incorporated by reference to Exhibit 3.1 to the
Registrant’s Form 8-K dated April 25, 2014).

Certification of Designation of Series A Junior Participating Preferred Stock of CommVault Systems, Inc.
(Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K dated November 14, 2008).

Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration
Statement on Form S-1, Commission File No. 333-132550).

Rights Agreement between CommVault Systems, Inc. and Registrar and Transfer Company (Incorporated by
reference to Exhibit 4.1 to Registrant’s Form 8-K dated November 14, 2008).

Form of Voting Trust Agreement (Incorporated by reference to Exhibit 9.1 to the Registrant’s Registration
Statement on Form S-1, Commission File No. 333-132550).

CommVault Systems, Inc. 1996 Stock Option Plan, as amended (Incorporated by reference to Exhibit 10.2
to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550).

Form of CommVault Systems, Inc. 2006 Long-Term Stock Incentive Plan (Incorporated by reference to
Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550).

Form of Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.4 to the
Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550).

Form of Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.5 to the Registrant’s
Annual Report on Form 10-K for the year ended March 31, 2007).

Employment Agreement, dated as of February 1, 2004, between CommVault Systems, Inc. and N. Robert
Hammer (Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1,
Commission File No. 333-132550).

Form of Employment Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli
(Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1,
Commission File No. 333-132550).

Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and Alan G. Bunte and
Louis F. Miceli (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on
Form S-1, Commission File No. 333-132550).

Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and Brian Carolan,
and Ron Miiller (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on
Form S-1, Commission File No. 333-132550).

Form of Indemnity Agreement between CommVault Systems, Inc. and each of its current officers and
directors (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1,
Commission File No. 333-132550).

CommVault Systems, Inc. Employee Stock Purchase Plan dated December 9, 2013 (Incorporated by
reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended March 31,
2014).

Revolving Credit Agreement dated June 30, 2014 among CommVault Systems, Inc. as the Borrower, certain
subsidiaries of the Borrower Party hereto, as the Guarantors, Bank of America, N.A., as Administrative
Agent, Swingline Lender and L/C Issuer, and the Lenders Party hereto (Incorporated by reference to
Exhibit 10.10 to the Registrant’s Annual Report on Form 10-Q for the quarter ended June 30, 2014).

Management contract or compensatory plan or arrangement.

Exhibit No.
21.1

23.1

31.1

31.2

32.1

32.2

101.INS

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

List of Subsidiaries of CommVault Systems, Inc.

Consent of Ernst & Young LLP

Description

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tinton Falls, State of New Jersey,
on May 8, 2015.

SIGNATURES

COMMVAULT SYSTEMS, INC.

By:

/s/ N. ROBERT HAMMER

N. Robert Hammer
Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following

persons on behalf of the registrant and in the capacities indicated on May 8, 2015.

Signature

Title

/s/ N. ROBERT HAMMER

N. Robert Hammer

/s/ BRIAN CAROLAN

Brian Carolan

/s/ GARY MERRILL

Gary Merrill

/s/ ALAN G. BUNTE

Alan G. Bunte

/s/ FRANK J. FANZILLI, JR.

Frank J. Fanzilli, Jr.

/s/ ARMANDO GEDAY

Armando Geday

/s/ KEITH GEESLIN

Keith Geeslin

/s/ F. ROBERT KURIMSKY

F. Robert Kurimsky

/s/ DANIEL PULVER

/s/ GARY SMITH

Daniel Pulver

Gary Smith

/s/ DAVID F. WALKER

David F. Walker

Chairman, President and Chief Executive Officer

Vice President, Chief Financial Officer

Vice President, Chief Accounting Officer

Director

INVESTOR INFORMATION

OFFICERS AND DIRECTORS

Annual Meeting
The annual meeting of stockholders will be held on
Thursday, August 20, 2015 at 9:00 a.m. (EDT) at:
Worldwide Headquarters
1 Commvault Way
Tinton Falls, NJ 07724
732-870-4000

Stock Exchange Listing
Commvault’s common stock is traded on the NASDAQ
Global Select Market under the symbol “CVLT”

Transfer Agent
Computershare
P.O. BOX 30170
College Station, TX 77845
www.computershare.com
800-368-5948

Investor Relations
Investor inquiries may be directed to:
Michael Picariello, Investor Relations
1 Commvault Way
Tinton Falls, NJ 07724
732-728-5380
ir@commvault.com
www.commvault.com

Annual Report on Form 10-K and
Other Investor Information
A copy of our Form 10-K, filed with the Securities and
Exchange Commission, is included in this report. Additional
copies or other financial information can
be accessed at: www.commvault.com

Outside Counsel
Mayer Brown LLP
71 South Wacker Drive
Chicago, IL 60606
312-782-0600

Independent Auditors
Ernst & Young LLP
99 Wood Avenue South
Iselin, NJ 08830
732-516-4200

N. Robert Hammer
Chairman, President and Chief Executive Officer

Alan G. Bunte
Director, Executive Vice President and
Chief Operating Officer

Brian Carolan
Vice President, Chief Financial Officer

Ron Miiller
Senior Vice President of Worldwide Sales

Jesper Helt
Vice President, Chief Human Resources Officer

Gary Merrill
Vice President, Finance and Chief Accounting Officer

Warren H. Mondschein
Vice President, General Counsel and Secretary
Chief Compliance Officer

Chris Powell
Vice President, Chief Marketing Officer

Frank J. Fanzilli, Jr.
Director

Armando Geday
Director

Keith Geeslin
Director

F. Robert Kurimsky
Director

Daniel Pulver
Director

Gary B. Smith
Director

David F. Walker
Director

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