News Column

COMMVAULT SYSTEMS INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

July 31, 2014

You should read the following discussion and analysis along with our consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q. 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" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014. 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 June 30, 2014, we had licensed our software applications to over 20,000 registered customers. 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. Our software licenses typically provide for a perpetual right to use our software and are sold on a capacity basis, on a per-copy basis or as site licenses. During the three months ended June 30, 2014, 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, many of the various Simpana functionalities are bundled into one capacity based price. We anticipate that capacity based licenses will continue to account for the majority of our software license revenue for the foreseeable future. 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 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. 14



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The rapid growth of data, and the need to securely protect, manage and access this data is driving substantial opportunities for managed service providers 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. 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% and 49% of our total revenues for the three months ended June 30, 2014 and 2013, respectively. In recent fiscal years, we have generated approximately two-thirds of our software revenue from our existing customer base and approximately one-third 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. We expect the number of enterprise software transactions (transactions greater than $0.1 million) and resulting software revenue to increase throughout fiscal 2015, although the size and timing of any particular software transaction is more difficult to forecast. Such software transactions represented approximately 63% and 55% of our total software revenue in the three months ended June 30, 2014 and 2013, respectively. Software revenue generated through indirect distribution channels was approximately 76% of total software revenue in the three months ended June 30, 2014 and was approximately 89% of total software revenue in the three months ended June 30, 2013. Software revenue generated through direct distribution channels was approximately 24% of total software revenue in the three months ended June 30, 2014 and was approximately 11% of total software revenue in the three months ended June 30, 2013. The dollar value of software revenue generated through indirect distribution channels decreased approximately $3.4 million, or 6%, in the three months ended June 30, 2014 compared to the three months ended June 30, 2013. The dollar value of software revenue generated through direct distribution channels increased approximately $10.1 million, or 141%, in the three months ended June 30, 2014 compared to the three months ended June 30, 2013. The increase in the dollar value of software revenue growth generated through our direct sales force compared to our indirect distribution channels in the three months ended June 30, 2014 is primarily the result of an increase in software revenue from several enterprise transactions in the U.S. 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 period to period. 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 14% of our total revenues for the three months ended June 30, 2014 and 13% of our total revenues for the three months ended June 30, 2013. 15



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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 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. We generated approximately 33% of our total revenues through Arrow in the three months ended June 30, 2014 and approximately 29% in the three months ended June 30, 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 the three months ended June 30, 2014 and 51% of our total revenues for the three months ended June 30, 2013. The gross margin of our services revenue was 74.8% for the three months ended June 30, 2014 and 75.2% for the three months ended June 30, 2013. Overall, our services revenue has lower gross margins than our software revenue. The gross margin of our software revenue was 99.2% for three months ended June 30, 2014 and 99.0% for the three months ended June 30, 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 computer equipment we use for information services and in our development and test labs.



We anticipate that each of the above categories of operating expenses will increase in dollar amounts, but will decline as a percentage of total revenues in the long-term.

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Foreign Currency Exchange Rates' Impact on Results of Operations Sales outside the United States were approximately 42% of our total revenue for the three months ended June 30, 2014 and 38% for the three months ended June 30, 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 the three months ended June 30, 2013 our total revenues would have been lower by $1.4 million, our cost of sales would have been lower by $0.3 million and our operating expenses would have been lower by $1.5 million from non-U.S. operations for the three months ended June 30, 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 losses of less than $0.1 million in the three months ended June 30, 2014 and net foreign currency transaction gains of approximately $0.1 million in the three months ended June 30, 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 services. 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 capacity basis 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. 17



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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 June 30, 2014, we maintain two stock incentive plans. 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. For the three months ended June 30, 2014 and 2013, 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 for the three months ended June 30, 2014 and 2013 was calculated based on the implied volatility of our traded options with a maturity greater than six months and the historical realized volatility of our common stock. For the three months ended June 30, 2014, 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. 18



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The assumptions used in the Black-Scholes option-pricing model in the three months ended June 30, 2014 and 2013 are as follows:

Three Months Ended June 30, 2014 2013 Dividend yield None None Expected volatility 43%-46% 45%-47% Weighted average expected volatility 45% 45% Risk-free interest rates 1.57%-1.70% 0.70%-1.04% Weighted average expected life (in years) 4.5 4.6 The weighted average fair value of stock options granted was $19.93 per option during the three months ended June 30, 2014 and $28.35 per option during the three months ended June 30, 2013. In addition, the weighted average fair value of restricted stock units awarded was $52.07 per unit during the three months ended June 30, 2014 and $73.30 per unit during the three months ended June 30, 2013. As of June 30, 2014, there was approximately $117.6 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested stock option and restricted stock unit awards that is expected to be recognized over a weighted average period of 2.41 years. To the extent the actual forfeiture rate is different from what the Company has estimated, stock-based compensation related to these awards will be different from the Company's current estimate. 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 June 30, 2014, we had net deferred tax assets of approximately $47.2 million, which were primarily related to federal and state research tax credit carryforwards, stock-based compensation and foreign net operating loss 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 June 30, 2014, we had unrecognized tax benefits of $2.7 million, all of which, if recognized, would favorably affect the effective tax rate. In addition, we have accrued interest and penalties of $0.3 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 in the Consolidated Balance Sheet based on when we expect each of the items to be settled. Accordingly, our unrecognized tax benefits of $2.7 million and the related accrued interest and penalties of $0.3 million are included in Other Liabilities on the Consolidated Balance Sheet. 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 Federal income tax returns for fiscal 2012 and 2013 are currently under audit. Additionally, the Company's New Jersey tax returns for fiscal 2010 through 2013 are currently under audit. Software Development Costs 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. 19



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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):

Three Months Ended June 30, 2014 2013 Revenues: Software 47 % 49 % Services 53 % 51 % Total revenues 100 % 100 % Cost of revenues: Software 0 % 0 % Services 13 % 13 % Total cost of revenues 14 % 13 % Gross margin 86 % 87 % Three months ended June 30, 2014 compared to three months ended June 30, 2013 Revenues Total revenues increased $18.2 million, or 14%, from $134.4 million in the three months ended June 30, 2013 to $152.6 million in the three months ended June 30, 2014. Software Revenue. Software revenue increased $6.8 million, or 10%, from $65.3 million in the three months ended June 30, 2013 to $72.1 million in the three months ended June 30, 2014. Software revenue represented 47% of our total revenues in the three months ended June 30, 2014 and compared to 49% of total revenues in the three months ended June 30, 2013. The increase in software revenue is primarily due to higher software revenue derived from our international operations, which increased 24% in the three months ended June 30, 2014 compared to the three months ended June 30, 2013. In addition, software revenue from our U.S operations increased 2% in the three months ended June 30, 2014 compared to the three months ended June 30, 2013. The growth in software revenue in our international locations is primarily due to increases in Australia, Canada, and Germany. Software revenue derived from enterprise software transactions (transactions greater than $0.1 million) represented approximately 63% of our software revenue in the three months ended June 30, 2014 and approximately 55% of our software revenue in the three months ended June 30, 2013. As a result, enterprise software transactions increased by $9.6 million, or 27%, in the three months ended June 30, 2014 compared to the three months ended June 30, 2013. This increase was primarily driven by a 33% increase in the average dollar amount of such transactions. The average dollar amount of such transactions was approximately $356,000 in the three months ended June 30, 2014 and approximately $268,000 in the three months ended June 30, 2013. Software revenue derived from transactions less than $0.1 million decreased $2.8 million, or 10%, in the three months ended June 30, 2014 compared to the three months ended June 30, 2013. Software revenue derived from our indirect distribution channel (resellers and original equipment manufacturers) decreased $3.4 million, or 6%, in the three months ended June 30, 2014 compared to the three months ended June 30, 2013, and software revenue through our direct sales force increased $10.1 million, or 141%, in the three months ended June 30, 2014 compared to the three months ended June 30, 2013. During the three months ended June 30, 2014 a higher amount of enterprise transactions were conducted through our direct sales force. For additional discussion on software revenue see the Sources of Revenue section. Services Revenue. Services revenue increased $11.5 million, or 17%, from $69.1 million in the three months ended June 30, 2013 to $80.6 million in the three months ended June 30, 2014. Services revenue represented 53% of our total revenues in the three months ended June 30, 2014 and 51% in the three months ended June 30, 2013. The increase in services revenue is primarily due to a $9.7 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. 20



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Cost of Revenues. Total cost of revenues increased $3.1 million, or 18%, from $17.8 million in the three months ended June 30, 2013 to $20.9 million in the three months ended June 30, 2014. Total cost of revenues represented 14% of our total revenues in three months ended June 30, 2014 and 13% in the three months ended June 30, 2013. Cost of Software Revenue. Cost of software revenue decreased $0.1 million from $0.7 million in the three months ended June 30, 2013 to $0.6 million in the three months ended June 30, 2014. Cost of Services Revenue. Cost of services revenue increased $3.2 million, or 19%, from $17.1 million in the three months ended June 30, 2013 to $20.3 million in the three months ended June 30, 2014. Cost of services revenue represented 25% of our services revenue in both the three months ended June 30, 2014 and 2013. Operating Expenses Sales and Marketing. Sales and marketing expenses increased $13.1 million, or 20%, from $67.2 million in the three months ended June 30, 2013 to $80.3 million in the three months ended June 30, 2014. The increase is primarily due to a $11.2 million increase in employee compensation and related expenses mainly attributable to the expansion of our sales force from the prior year. The increase in sales and marketing expenses also includes a $1.9 million increase in stock-based compensation expenses. Sales and marketing expenses as a percentage of total revenues increased to 53% in the three months ended June 30, 2014 from 50% in the three months ended June 30, 2013. Research and Development. Research and development expenses increased $2.2 million, or 17%, from $12.9 million in the three months ended June 30, 2013 to $15.0 million in the three months ended June 30, 2014. The increase is primarily due to a $1.9 million increase in salary and related expenses resulting from the expansion of our engineering group and a $0.4 million increase in stock-based compensation expenses. Research and development expenses as a percentage of total revenues was 10% in both the three months ended June 30, 2014 and 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 $2.8 million, or 20%, from $13.7 million in the three months ended June 30, 2013 to $16.5 million in the three months ended June 30, 2014. This increase is primarily due to a $2.3 million increase in stock-based compensation expenses. General and administrative expenses in the three months ended June 30, 2014 includes less than $0.1 million of net foreign currency transaction losses compared to approximately $0.1 million of net foreign currency transaction gains recognized in general and administrative expenses in the three months ended June 30, 2013. General and administrative expenses as a percentage of total revenues was 11% in the three months ended June 30, 2014 and 10% in the three months ended June 30, 2013. Depreciation and Amortization. Depreciation expense increased by $0.2 million from $1.5 million in the three months ended June 30, 2013 to $1.6 million in the three months ended June 30, 2014. We expect depreciation expense to increase in the second half of the current fiscal year due to our new corporate campus headquarters which is currently under construction. Income Tax Expense Income tax expense was $5.7 million in the three months ended June 30, 2014 compared to $8.2 million in the three months ended June 30, 2013. The effective tax rate in the three months ended June 30, 2014 was 31% as compared to 38% in the three months ended June 30, 2013. The effective rate in the three months ended June 30, 2014 is lower than the federal statutory rate due to the recognition of certain previously unrecognized tax benefits and tax benefits from foreign tax credits and domestic production activities deductions. These benefits were partially offset by state income taxes and permanent differences in both the United States and foreign jurisdictions. The effective rate in the three months ended June 30, 2013 is higher than the expected federal statutory rate primarily due to state income taxes and permanent differences in both the United States and foreign jurisdictions, partially offset by income tax benefits from foreign tax credits and domestic production activities deductions. Liquidity and Capital Resources As of June 30, 2014, our cash and cash equivalents balance of $373.5 million primarily consisted of money market funds. In addition, as of June 30, 2014 we have short-term investments which are comprised of U.S. Treasury Bills totaling $25.0 million. In recent fiscal years, our principal source of liquidity has been cash provided by operations. As of June 30, 2014, the amount of cash and cash equivalents held outside of the United States by our foreign legal entities was approximately $119.1 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 21



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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 June 30, 2014, there were no borrowings under the Credit Facility and we believe we are in compliance with all covenants. As a result of the credit facility we will begin to incur interest expense in the second quarter. During the first quarter of fiscal 2015, we repurchased $105.1 million of common stock (2.1 million shares) under our share repurchase program. On July 24, 2014, the Board of Directors authorized a $105 million increase to the existing stock repurchase program and extended the expiration of the stock repurchase program to March 31, 2016. After these first quarter repurchases and the increase to the plan by the Board of Directors, $150 million remains under the current stock repurchase program. 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 the prior two quarters, we have bought back approximately 6% of the common stock. 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. Our Employee Stock Purchase Plan (the "ESPP") provides eligible employees the opportunity to become stockholders through the purchase of shares of our common stock. The ESPP is a shareholder approved plan under which substantially all employees may purchase our 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. As of June 30, 2014, 3.0 million shares were reserved for future issuance under the Purchase Plan. The first purchase date of the ESPP is August 1, 2014. On January 29, 2013, we closed on a purchase of land located in Tinton Falls, New Jersey for our future corporate campus headquarters to support the long-term growth of our business. We are in the process of completing the design and construction of the headquarters, which we expect to finalize over the next nine months. Our estimate of the build-out, including the land purchase, building and campus infrastructure, is approximately $135 million. Our summarized cash flow information is as follows (in thousands): Three Months Ended June 30, 2014 2013 Cash provided by operating activities $ 35,444$ 24,574 Net cash used in investing activities (19,530 ) (8,079 ) Net cash provided by (used in) financing activities (101,200 ) 11,342 Effects of exchange rate-changes in cash 1,096 (2,983 )



Net increase (decrease) in cash and cash equivalents $ (84,190 )$ 24,854

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Net cash provided by operating activities was $35.4 million in the three months ended June 30, 2014 and $24.6 million in the three months ended June 30, 2013. In the three months ended June 30, 2014 and 2013, cash provided by operating activities was primarily due to net income adjusted for the impact of non-cash charges and decreases in accounts receivable due to timing of cash receipts. Net cash used in investing activities was $19.5 million for the three months ended June 30, 2014 and $8.1 million in the three months ended June 30, 2013. In the three months ended June 30, 2014, cash used in investing activities was due to $18.2 million of incremental spending on the Company's planned corporate campus headquarters. The Company expects to continue spending on the planned corporate headquarters through fiscal 2015. In the three months ended June 30, 2013, cash used in investing activities was due to the purchase of property and equipment in the amounts of $8.7 million for purchases relating to our new corporate campus headquarters and $1.3 million of capital expenditures as we continue to invest in and enhance our global infrastructure. These increases were partially offset by proceeds from the maturity of short-term investments of $1.9 million. Net cash provided by (used in) financing activities was $(101.2) million in the three months ended June 30, 2014 and $11.3 million in the three months ended June 30, 2013. The cash used in financing activities in the three months ended June 30, 2014 was primarily due to $105.1 million used to repurchase shares of our common stock under our repurchase program, partially offset by $2.8 million of excess tax benefits recognized as a result of the stock option exercises and $2.2 million of proceeds from the exercise of stock options. The net cash provided by financing activities in the three months ended June 30, 2013 was due to $8.3 million of excess tax benefits recognized as a result of the stock option exercises and $3.1 million of proceeds from the exercise of stock options. Working capital decreased $92.7 million from $387.0 million as of March 31, 2014 to $294.3 million as of June 30, 2014. The decrease in working capital is due primarily to a $84.2 million decrease in cash and short-term investments. The decrease in cash and short-term investments is primarily the result of the repurchases of our common stock and spending on our new corporate campus headquarters, partially offset by net income adjusted for the impact of non-cash charges and decreases in accounts receivable. 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 (including our planned new corporate campus headquarters) 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. Off-Balance Sheet Arrangements As of June 30, 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. This amendment will be effective for the Company's fiscal year beginning April 1, 2017. Early adoption is not permitted. The Company is currently evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. 23



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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. Item 3 - Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk As of June 30, 2014, our cash and cash equivalents and short-term investments 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 42% of our sales were outside the United States for the three months ended June 30, 2014 and 43% were outside the United States in 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. 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 losses of $0.1 million in the three months ended June 30, 2014 and net foreign currency transaction gains of $0.1 million in the three months ended June 30, 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 June 30, 2014 and March 31, 2014, we did not have any forward contracts outstanding. We recorded net realized gains (losses) in general and administrative expenses related to the settlement of forward exchange contracts of less than $0.1 million in the three months ended June 30, 2014 and net realized losses of approximately $0.2 million in the three months ended June 30, 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 4 - Controls and Procedures 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 the 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 June 30, 2014. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2014. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the first quarter of fiscal 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Internal Controls 24



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Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosures controls and procedures or our internal controls over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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