The following discussion and analysis of our financial condition, results of
operations and cash flows should be read in conjunction with (1) the unaudited
condensed consolidated financial statements and the related notes thereto
included elsewhere in this Quarterly Report on Form 10-Q and (2) the audited
consolidated financial statements and notes thereto and management's discussion
and analysis of financial condition and results of operations for the fiscal
year ended July 31, 2020 included in our Annual Report on Form 10-K filed on
September 23, 2020. The last day of our fiscal year is July 31. Our fiscal
quarters end on October 31, January 31, April 30 and July 31. This discussion
contains forward-looking statements based upon current expectations that involve
risks and uncertainties. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of various factors,
including those set forth under the heading "Risk Factors" in Part I, Item 1A of
our Annual Report on Form 10-K for our fiscal year ended July 31, 2020. See also
"Special Note Regarding Forward-Looking Statements" above.

Overview

Nutanix, Inc. ("we," "us," "our" or "Nutanix") provides a leading enterprise
cloud platform, which we call the Nutanix Hybrid Cloud Platform, that consists
of software solutions and cloud services that power our customers' hybrid cloud
and multicloud strategies. Our solutions run across private-, hybrid- and
multicloud environments, and allow organizations to seamlessly "lift and shift"
their workloads, including enterprise applications, high-performance databases,
end-user computing and virtual desktop infrastructure ("VDI") services, cloud
native workloads, and analytics applications, between different cloud
environments.

Our enterprise cloud platform can be deployed on a variety of qualified hardware
platforms or, in the case of our cloud-based software and software as a service
("SaaS") offerings, via hosted service or delivered pre-installed on an
appliance that is configured to order. Non-portable software licenses are
delivered or sold alongside configured-to-order appliances and can be used over
the life of the associated appliance. Our subscription term-based licenses are
sold separately, or can be sold alongside configured-to-order appliances.
Configured-to-order appliances, including our Nutanix-branded NX hardware line,
can be purchased from one of our channel partners, original equipment
manufacturers ("OEMs") or in limited cases, directly from Nutanix. Our
enterprise cloud platform is typically purchased with one or more years of
support and entitlements, which includes the right to software upgrades and
enhancements as well as technical support.

Product revenue is generated primarily from the licensing of our solutions.
Support, entitlements and other services revenue is primarily derived from the
related support and maintenance contracts. Prior to fiscal 2019, we delivered
most of our solutions on an appliance, thus our revenue included the revenue
associated with the appliance and the included non-portable software, which
lasts for the life of the associated appliance. However, starting in fiscal
2018, as a result of our business model transition toward software-only sales,
more of our customers began buying appliances directly from our OEMs while
separately buying licenses for our software solutions from us or one of our
channel partners. In addition, starting in fiscal 2019, as a result of our
transition towards a subscription-based business model, more of our customers
began purchasing separately sold subscription term-based licenses that could be
deployed on a variety of hardware platforms. As we continue our transition to a
subscription-based business model, we expect a greater portion of our products
to be delivered through subscription term-based licenses or cloud-based SaaS
subscriptions.

We had a broad and diverse base of approximately 18,770 end customers as of
January 31, 2021, including approximately 950 Global 2000 enterprises. We define
the number of end customers as the number of end customers for which we have
received an order by the last day of the period, excluding partners to which we
have sold products for their own demonstration purposes. A single organization
or customer may represent multiple end customers for separate divisions,
segments or subsidiaries. Since shipping our first product in fiscal 2012, our
end customer base has grown rapidly. The number of end customers grew from
approximately 15,880 as of January 31, 2020 to approximately 18,770 as of
January 31, 2021.

Our solutions are primarily sold through channel partners, including
distributors, resellers and OEMs, and delivered directly to our end customers.
Our solutions serve a broad range of workloads, including enterprise
applications, databases, virtual desktop infrastructure, unified communications
and big data analytics, and we support both virtualized and container-based
applications. We have end customers across a broad range of industries, such as
automotive, consumer goods, education, energy, financial services, healthcare,
manufacturing, media, public sector, retail, technology and telecommunications.
We also sell to service providers, who utilize our enterprise cloud platform to
provide a variety of cloud-based services to their customers.

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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



We continue to invest in the growth of our business, including the development
of our solutions, hiring for critical roles in our global teams, projects to
increase the demand for our solutions and other sales and marketing initiatives.
The number of our full-time employees increased from approximately 6,100 as of
January 31, 2020 to approximately 6,210 as of January 31, 2021. We have an
engineering team focused on distributed systems and IT infrastructure
technologies at our San Jose, California headquarters and at our research and
development centers in India, North Carolina, Washington, Serbia and Germany. We
have in the past also expanded our international sales and marketing presence by
continuing to build out our global teams and continuing to invest in sales and
marketing initiatives, such as additional demand generation spending to increase
pipeline growth. We plan to, in the long term, invest in our global engineering
team to enhance the functionality of our enterprise cloud platform, including
our newer subscription-based products, introduce new products and features to
build upon our technology leadership, as well as expand our global sales and
marketing teams. However, as discussed further in the "Impact of the COVID-19
Pandemic" and "Factors Affecting Our Performance" sections below, both in
response to the ongoing and rapidly evolving COVID-19 pandemic and as part of
our overall efforts to improve our operating cash flow performance, we have
proactively taken steps to manage our expenses. As a result, our overall
spending on such efforts will fluctuate, and may decline, from quarter to
quarter in the near-term.

Impact of the COVID-19 Pandemic



The ongoing and rapidly evolving COVID-19 pandemic has significantly curtailed
the movement of people, goods and services worldwide, imposed unprecedented
strains on governments, health care systems, educational institutions,
businesses and individuals around the world, including in nearly all of the
regions in which we operate, and has resulted in significant volatility and
uncertainty in the global economy. In response to the pandemic, authorities,
businesses, and individuals have implemented numerous unprecedented measures,
including travel bans and restrictions, quarantines, shelter-in-place,
stay-at-home, remote work and social distancing orders, and shutdowns, which
have impacted and will continue to impact our workforce and operations, as well
as those of our customers, vendors, suppliers, and partners.

In response to the COVID-19 pandemic, we have also been required - or have
deemed it necessary - to take a number of actions to protect and assist our
employees, customers, and partners, including: temporarily closing all of our
offices (including our California headquarters) around the world; requiring our
employees to work remotely; implementing travel restrictions that allow only the
most essential business travel; and postponing, cancelling, withdrawing from, or
converting to virtual-only experiences (where possible and appropriate) our
in-person customer, industry, analyst, investor, and employee events, such as
our 2020 .NEXT customer and partner events, our 2020 Investor Day, and our
fiscal 2021 sales kick off; and offering extended payment terms of up to 60 days
to certain partners through July 2020. As a result of such actions, as well as
the general effects of the COVID-19 pandemic, our business and operations have
experienced and may continue to experience numerous negative impacts, including:
curtailed demand for certain of our solutions; reduced IT spending; delays in or
abandonment of planned or future purchases; lengthened payment terms; lengthened
sales cycles, particularly with new customers and partners who do not have prior
experience with our solutions; supply chain disruptions; and voluntary and
involuntary delays in the ability to ship, and the ability of our end customers
to accept delivery of, the hardware platforms on which our software solutions
run. We also expect the reduced manufacturing capacity caused by the pandemic to
result in increases in the prices of certain components used to manufacture such
hardware platforms, which may increase the price of those hardware platforms for
our end customers. Travel bans, shutdowns, social distancing restrictions and
remote work policies also make it difficult or impossible to deliver on-site
services to our partners and end customers, and to meet with our current and
potential end customers in person. We have also seen positive impacts, including
increased demand for our virtual desktop, desktop-as-a-service, and end-user
computing solutions as a result of our end customers enabling their employees to
work remotely.

We have also quickly adapted to the new work environment, leveraging digital,
video, and other collaborative tools to enable our teams to stay connected with
each other, and our sales, marketing and support teams to continue to engage
with and remain responsive to our partners and end customers. We have also seen
a reduction in our operating expenses in recent quarters, including sales and
marketing expenses, some of which is due to a number of proactive actions that
we took to manage our operating expenses in light of the uncertainty caused by
the COVID-19 pandemic, and some of which is a natural result of the continued
restrictions on travel and in-person events from the pandemic. Although the full
impact of these actions is uncertain, some of these cost savings measures are
temporary While we do expect to see some of our operating expenses increase from
the suppressed levels in recent quarters as some of the proactive cost savings
measures expire and some level of travel and other related expenses return, we
are focused on improving our operating cash flow performance and we do not
expect that travel or other related expenses will return to pre-pandemic levels.
See the section titled "Risk Factors" in Part I, Item 1A of our Annual Report on
Form 10-K for our fiscal year ended July 31, 2020 for further discussion of the
possible impact of these actions on our business and financial performance.

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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



The duration, scope and ultimate impact of the COVID-19 pandemic on the global
economy and our business remain highly fluid and cannot be predicted with
certainty, and the full effect of the pandemic and the actions we have taken in
response may not be fully reflected in our results of operations and financial
performance until future periods. Our management team is focused on guiding our
company through the emerging challenges presented by COVID-19 and remains
committed to driving positive business outcomes. Although we do not currently
expect the pandemic to affect our financial reporting systems, internal control
over financial reporting or disclosure controls and procedures, the continued
impact of the pandemic on our business and financial performance will be highly
dependent upon numerous factors, many of which are beyond our control. See the
section titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form
10-K for our fiscal year ended July 31, 2020 for further discussion of the
possible impact of the COVID-19 pandemic, as well as the actions we have taken
in response, on our business and financial performance.

Key Financial and Performance Metrics

We monitor the following key financial and performance metrics:





                                                                     As of and for the
                                                    Three Months Ended                Six Months Ended
                                                        January 31,                      January 31,
                                                   2020            2021             2020            2021
                                                             (in thousands, except percentages)
Total revenue                                   $   346,767     $   346,382      $   661,535     $   659,136
Year-over-year percentage increase (decrease)           3.4 %          (0.1 )%           2.0 %          (0.4 )%
Subscription revenue                            $   266,544     $   305,946      $   484,440     $   584,111
Total billings                                  $   428,077     $   385,513      $   808,075     $   720,461
Subscription billings                           $   339,142     $   339,168      $   614,680     $   633,091
ACV billings                                    $   139,529     $   159,208      $   256,965     $   285,956
Run-rate ACV                                    $ 1,080,931     $ 1,384,823      $ 1,080,931     $ 1,384,823
Gross profit                                    $   271,544     $   275,428      $   514,111     $   520,223
Adjusted gross profit                           $   282,373     $   286,545      $   534,497     $   542,586
Gross margin                                           78.3 %          79.5 %           77.7 %          78.9 %
Adjusted gross margin                                  81.4 %          82.7 %           80.8 %          82.3 %
Total deferred revenue                          $ 1,056,584     $ 1,246,291      $ 1,056,584     $ 1,246,291
Net cash used in operating activities           $   (52,491 )   $   (15,557 )    $   (78,654 )   $   (19,630 )
Free cash flow                                  $   (73,739 )   $   (28,473 )    $  (118,105 )   $   (44,798 )
Non-GAAP operating expenses                     $   396,316     $   353,527      $   782,653     $   694,770
Total end customers                                  15,880          18,770           15,880          18,770




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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)




Disaggregation of Revenue and Billings

The following table depicts the disaggregation of revenue and billings by type, consistent with how we evaluate our financial performance:





                                   Three Months Ended           Six Months Ended
                                       January 31,                 January 31,
                                   2020          2021          2020          2021
                                                   (in thousands)
Disaggregation of revenue:
Subscription revenue             $ 266,544     $ 305,946     $ 484,440     $ 584,111
Non-portable software revenue       59,131        21,661       136,702      

41,704


Hardware revenue                     8,542         1,321        18,266      

2,050

Professional services revenue 12,550 17,454 22,127


  31,271
Total revenue                    $ 346,767     $ 346,382     $ 661,535     $ 659,136

Disaggregation of billings:
Subscription billings            $ 339,142     $ 339,168     $ 614,680     $ 633,091
Non-portable software billings      59,131        21,661       136,702      

41,704


Hardware billings                    8,542         1,321        18,266      

2,050

Professional services billings 21,262 23,363 38,427


  43,616
Total billings                   $ 428,077     $ 385,513     $ 808,075     $ 720,461




Subscription revenue - Subscription revenue includes any performance obligation
which has a defined term and is generated from the sales of software entitlement
and support subscriptions, subscription software licenses and cloud-based
software as a service offerings.

• Ratable - We recognize revenue from software entitlement and support

subscriptions and SaaS offerings ratably over the contractual service

period, the substantial majority of which relate to software entitlement and

support subscriptions. These offerings represented approximately $123.8

million and $238.7 million of our subscription revenue for the three and six

months ended January 31, 2020 and approximately $159.2 million and $307.0

million of our subscription revenue for the three and six months ended

January 31, 2021, respectively.

• Upfront - Revenue from our subscription software licenses is generally

recognized upfront upon transfer of control to the customer, which happens

when we make the software available to the customer. These subscription

software licenses represented approximately $142.7 million and $245.7

million of our subscription revenue for the three and six months ended

January 31, 2020 and approximately $146.7 million and $277.1 million of our

subscription revenue for the three and six months ended January 31, 2021,

respectively.




Non-portable software revenue - Non-portable software revenue includes sales of
our enterprise cloud platform when delivered on a configured-to-order appliance
by us or one of our OEM partners. The software licenses associated with these
sales are typically non-portable and can be used over the life of the appliance
on which the software is delivered. Revenue from our non-portable software
products is generally recognized upon transfer of control to the customer.

Hardware revenue - In transactions where the hardware appliance is purchased
directly from Nutanix, we consider ourselves to be the principal in the
transaction and we record revenue and costs of goods sold on a gross basis. We
consider the amount allocated to hardware revenue to be equivalent to the cost
of the hardware procured. Hardware revenue is generally recognized upon transfer
of control to the customer.

Professional services revenue - We also sell professional services with our products. We recognize revenue related to professional services as they are performed.


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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



Non-GAAP Financial Measures and Key Performance Measures



We regularly monitor total billings, subscription billings, professional
services billings, ACV billings, run-rate ACV, adjusted gross profit, adjusted
gross margin, free cash flow and non-GAAP operating expenses, which are non-GAAP
financial measures and key performance measures, to help us evaluate our growth
and operational efficiencies, measure our performance, identify trends in our
sales activity and establish our budgets. We evaluate these measures because
they:

• are used by management and the Board of Directors to understand and evaluate


      our performance and trends, as well as to provide a useful measure for
      period-to-period comparisons of our core business;

• are widely used as a measure of financial performance to understand and

evaluate companies in our industry; and

• are used by management to prepare and approve our annual budget and to

develop short-term and long-term operational and compensation plans, as well

as to assess our actual performance against our goals.




Total billings is a performance measure which we believe provides useful
information to investors, as it represents the dollar value under binding
purchase orders received and billed during a given period. Subscription billings
and professional services billings are performance measures that we believe
provide useful information to our management and investors as they allow us to
better track the growth of the subscription-based portion of our business, which
is a critical part of our business plan. ACV billings and run-rate ACV are
performance measures that we believe provide useful information to our
management and investors, in particular as we progress further on our
subscription-based business model transition, as they allow us to better track
the top-line growth of our business during our transition to a
subscription-based business model because they take into account variability in
term lengths. Free cash flow is a performance measure that we believe provides
useful information to management and investors about the amount of cash used in
or generated by the business after necessary capital expenditures. Adjusted
gross profit, adjusted gross margin and non-GAAP operating expenses are
performance measures which we believe provide useful information to investors,
as they provide meaningful supplemental information regarding our performance
and liquidity by excluding certain expenses and expenditures, such as
stock-based compensation expense, that may not be indicative of our ongoing core
business operating results. We use these non-GAAP financial and key performance
measures for financial and operational decision-making and as a means to
evaluate period-to-period comparisons.

Total billings, subscription billings, professional services billings, ACV
billings, run-rate ACV, adjusted gross profit, adjusted gross margin, free cash
flow and non-GAAP operating expenses have limitations as analytical tools and
they should not be considered in isolation or as substitutes for analysis of our
results as reported under generally accepted accounting principles in the United
States. Total billings, subscription billings, professional services billings,
adjusted gross profit, adjusted gross margin, free cash flow and non-GAAP
operating expenses are not substitutes for total revenue, subscription revenue,
professional services revenue, gross profit, gross margin, cash provided by
(used in) operating activities, or GAAP operating expenses, respectively. There
is no GAAP measure that is comparable to either ACV billings or run-rate ACV, so
we have not reconciled either ACV billings or run-rate ACV numbers included in
this Quarterly Report on Form 10-Q to any GAAP measure. In addition, other
companies, including companies in our industry, may calculate non-GAAP financial
measures and key performance measures differently or may use other measures to
evaluate their performance, all of which could reduce the usefulness of our
non-GAAP financial measures and key performance measures as tools for
comparison. We urge you to review the reconciliation of our non-GAAP financial
measures and key performance measures to the most directly comparable GAAP
financial measures included below and not to rely on any single financial
measure to evaluate our business.

We calculate our non-GAAP financial and key performance measures as follows:



Total billings - We calculate total billings by adding the change in deferred
revenue between the start and end of the period to total revenue recognized in
the same period.

Subscription billings - We calculate subscription billings by adding the change in subscription deferred revenue between the start and end of the period to subscription revenue recognized in the same period.



Professional services billings - We calculate professional services billings by
adding the change in professional services deferred revenue between the start
and end of the period to professional services revenue recognized in the same
period.

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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



ACV billings - We calculate ACV billings as the sum of the ACV for all contracts
billed during the period. ACV is defined as the total annualized value of a
contract, excluding amounts related to professional services and hardware. We
calculate the total annualized value for a contract by dividing the total value
of the contract by the number of years in the term of the contract, using, where
applicable, an assumed term of five years for contracts that do not have a
specified term.

Run-rate ACV - We calculate run-rate ACV as the sum of ACV for all contracts
that are in effect as of the end of the period. For the purposes of this
calculation, we assume that the contract term begins on the date a contract is
booked, irrespective of the periods in which we would recognize revenue for such
contract.

Adjusted gross profit and adjusted gross margin - We calculate adjusted gross
margin as adjusted gross profit divided by total revenue. We define adjusted
gross profit as gross profit adjusted to exclude stock-based compensation
expense, the amortization of acquired intangible assets and costs associated
with other non-recurring transactions. Our presentation of adjusted gross profit
should not be construed as implying that our future results will not be affected
by any recurring expenses or any unusual or non-recurring items that we exclude
from our calculation of this non-GAAP financial measure.

Free cash flow - We calculate free cash flow as net cash provided by (used in)
operating activities less purchases of property and equipment, which measures
our ability to generate cash from our business operations after our capital
expenditures.

Non-GAAP operating expenses - We define non-GAAP operating expenses as total
operating expenses adjusted to exclude stock-based compensation expense, costs
associated with business combinations, such as amortization of acquired
intangible assets, revaluation of contingent consideration and other
acquisition-related costs and costs associated with other non-recurring
transactions. Our presentation of non-GAAP operating expenses should not be
construed as implying that our future results will not be affected by any
recurring expenses or any unusual or non-recurring items that we exclude from
our calculation of this non-GAAP financial measure.

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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)





The following table presents a reconciliation of total billings, adjusted gross
profit, adjusted gross margin, non-GAAP operating expenses and free cash flow to
the most directly comparable GAAP financial measures, for each of the periods
indicated:



                                          Three Months Ended            Six Months Ended
                                              January 31,                  January 31,
                                          2020          2021           2020           2021
                                                 (in thousands, except percentages)
Total revenue                           $ 346,767     $ 346,382     $  661,535     $  659,136
Change in deferred revenue                 81,310        39,131        146,540         61,325
Total billings (non-GAAP)               $ 428,077     $ 385,513     $  808,075     $  720,461

Gross profit                            $ 271,544     $ 275,428     $  514,111     $  520,223
Stock-based compensation                    6,598         7,423         12,461         14,688
Amortization of intangible assets           3,694         3,694          7,388          7,388
Impairment of lease-related assets            537             -            537            287
Adjusted gross profit (non-GAAP)        $ 282,373     $ 286,545     $  534,497     $  542,586

Gross margin                                 78.3 %        79.5 %         77.7 %         78.9 %
Stock-based compensation                      1.8 %         2.1 %          1.9 %          2.2 %
Amortization of intangible assets             1.1 %         1.1 %          1.1 %          1.1 %
Impairment of lease-related assets            0.2 %         0.0 %          0.1 %          0.1 %
Adjusted gross margin (non-GAAP)             81.4 %        82.7 %         80.8 %         82.3 %

Operating expenses                      $ 478,603     $ 431,676     $  941,507     $  858,544
Stock-based compensation                  (79,017 )     (77,031 )     (154,580 )     (158,964 )
Amortization of intangible assets            (651 )        (651 )       (1,302 )       (1,302 )
Impairment of lease-related assets         (2,465 )           -         (2,465 )       (2,535 )
Other                                        (154 )        (467 )         (507 )         (973 )
Operating expenses (non-GAAP)           $ 396,316     $ 353,527     $  782,653     $  694,770

Net cash used in operating activities   $ (52,491 )   $ (15,557 )   $  (78,654 )   $  (19,630 )
Purchases of property and equipment       (21,248 )     (12,916 )      (39,451 )      (25,168 )
Free cash flow (non-GAAP)               $ (73,739 )   $ (28,473 )   $ (118,105 )   $  (44,798 )

The following table presents a reconciliation of subscription billings and professional services billings to the most directly comparable GAAP financial measures, for each of the periods indicated:





                                             Three Months Ended           Six Months Ended
                                                 January 31,                 January 31,
                                             2020          2021          2020          2021
                                                             (in thousands)
Subscription revenue                       $ 266,544     $ 305,946     $ 484,440     $ 584,111
Change in subscription deferred revenue       72,598        33,222       130,240        48,980
Subscription billings                      $ 339,142     $ 339,168     $ 614,680     $ 633,091

Professional services revenue              $  12,550     $  17,454     $  22,127     $  31,271
Change in professional services deferred
revenue                                        8,712         5,909        16,300        12,345
Professional services billings             $  21,262     $  23,363     $  38,427     $  43,616




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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)




Factors Affecting Our Performance



We believe that our future success will depend on many factors, including those
described below. While these areas present significant opportunity, they also
present risks that we must manage to achieve successful results. See the section
titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for
our fiscal year ended July 31, 2020 for details. If we are unable to address
these challenges, our business and operating results could be materially and
adversely affected.

Investment in Growth

We plan to, in the long term, invest in sales and marketing so that we can
capitalize on our market opportunity, including growing our sales and marketing
teams, continuing our focus on opportunities with major accounts and large
deals, which we define as transactions over $500,000, expanding our focus on
opportunities in commercial accounts, as well as other sales and marketing
initiatives, such as demand generation spending to increase our pipeline growth.
As discussed above in the section titled "Impact of the COVID-19 Pandemic," both
in response to the COVID-19 pandemic and as part of our overall efforts to
improve our operating cash flow performance, we have proactively taken steps to
reduce our expenses and, as a result, our overall sales and marketing expense
will fluctuate, and may decline, in the near term. We estimate, based on past
experience, that our average sales team members typically become fully ramped up
around the start of their fourth quarter of employment with us, and as our newer
employees ramp up, we expect their increased productivity to contribute to our
revenue growth. As of January 31, 2021, we considered approximately 81% of our
global sales team members to be fully ramped, while the remaining approximately
19% of our global sales team members are in the process of ramping up. As we
continue to focus some of our newer and existing sales team members on major
accounts and large deals, and as we continue our transition toward a
subscription-based business model, it may take longer, potentially
significantly, for these sales team members to become fully productive, and
there may also be an impact to the overall productivity of our sales team.
Furthermore, the effects of the COVID-19 pandemic and the measures we have
implemented in response, including postponing, cancelling or making virtual-only
certain in-person corporate events at which our sales team members have
historically received in-person sales enablement and related trainings, may
further increase, potentially significantly, the time it takes for our sales
team members to become fully productive. We are focused on actively managing
these realignments and potential effects. We intend to continue investing in our
growth, while improving our operating cash flow performance by continuing to
maintain our focus on go-to-market efficiencies. By maintaining this balance, we
believe we can drive toward our high growth potential without sacrificing our
overall financial health.

We also intend, in the long term, to grow our global research and development
and engineering teams to enhance our solutions, including our newer
subscription-based products, improve integration with new and existing ecosystem
partners and broaden the range of technologies and features available through
our platform. However, as discussed above in the section titled "Impact of the
COVID-19 Pandemic," in response to the COVID-19 pandemic we had previously
effected a global hiring pause outside of a small number of critical roles and,
while the hiring pause is no longer in effect, the overall growth in our global
research and development and engineering teams may fluctuate from quarter to
quarter in the near-term.

We believe that these investments will contribute to our long-term growth, although they may adversely affect our profitability in the near term.


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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



Transition to Subscription



Starting in fiscal 2019, as a result of our transition towards a
subscription-based business model, more of our customers began purchasing
separately sold subscription term-based licenses that could be deployed on a
variety of hardware platforms. As we continue our transition to a
subscription-based business model, we expect a greater portion of our products
to be delivered through subscription term-based licenses or cloud-based SaaS
subscriptions. Shifts in the mix of whether our solutions are sold on a
subscription basis have and could continue to result in fluctuations in our
billings and revenue. Subscription sales consist of subscription term-based
licenses and offerings with ongoing performance obligations, including software
entitlement and support subscriptions and cloud-based SaaS offerings. Since
revenue is recognized as performance obligations are delivered, sales with
ongoing performance obligations may reflect lower revenue in a given period. In
addition, other factors relating to our shift to selling more subscription
term-based licenses may impact our billings, revenue and cash flow. For example,
our term-based licenses generally have an average term of less than four years
and thus result in lower billings and revenue in a given period when compared to
our historical life of device license sales, which have a duration equal to the
life of the associated appliance, which we estimate to be approximately five
years. In addition, starting in fiscal 2021, we began compensating our sales
force based on ACV instead of total contract value, and while we expect that the
shift to an ACV-based sales compensation plan will incentivize sales
representatives to maximize ACV and minimize discounts, it could also further
compress the average term of our subscription term-based licenses. Furthermore,
our customers may, including in response to the uncertainty caused by the
COVID-19 pandemic, decide to purchase our software solutions on shorter
subscription terms than they have historically, and/or request to only pay for
the initial year of a multi-year subscription term upfront, which could
negatively impact our billings, revenue and cash flow in a given period when
compared to historical life-of-device or multiple-year term-based license sales.

Revenue for our solutions, whether or not sold as a subscription term-based
license, is generally recognized upon transfer of control to the customer. For
additional information on revenue recognition, see Note 2 of Notes to Condensed
Consolidated Financial Statements included in Part I, Item 1 of this Quarterly
Report on Form 10-Q.

Market Adoption of Our Products



The public cloud and, more recently, hybrid cloud paradigms, have changed IT
buyer expectations about the simplicity, agility, scalability, portability and
pay-as-you-grow economics of IT resources, which represent a major architectural
shift and business model evolution. A key focus of our sales and marketing
efforts is creating market awareness about the benefits of our enterprise cloud
platform. This includes our newer products outside of our core hyperconverged
infrastructure offering, both as compared to traditional datacenter
architectures as well as the public cloud, particularly as we continue to pursue
large enterprises and mission critical workloads and transition toward a
subscription-based business model. The broad nature of the technology shift that
our enterprise cloud platform represents, the relationships our end customers
have with existing IT vendors, and our transition toward a subscription-based
business model sometimes lead to unpredictable sales cycles. We hope to compress
and stabilize these sales cycles as market adoption increases, as we gain
leverage with our channel partners, as we continue to educate the market about
our subscription-based business model and as our sales and marketing efforts
evolve. Our business and operating results will be significantly affected by the
degree to and speed with which organizations adopt our enterprise cloud
platform.

Leveraging Channel Partners and OEMs



We plan to continue to strengthen and expand our network of channel partners and
OEMs to increase sales to both new and existing end customers. We believe that
increasing channel leverage, particularly as we expand our focus on
opportunities in commercial accounts, by investing in sales enablement and
co-marketing with our partners and OEMs in the long term will extend and improve
our engagement with a broad set of end customers. Our business and results of
operations will be significantly affected by our success in leveraging and
expanding our network of channel partners and OEMs.

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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



Customer Retention and Expansion



Our end customers typically deploy our technology for a specific workload
initially. After a new end customer's initial order, which includes the product
and associated software entitlement and support subscription and services, we
focus on expanding our footprint by serving more workloads. We also generate
recurring revenue from our software entitlement and support subscription
renewals, and given our transition to a subscription-focused business model,
software and support renewals will have an increasing significance for our
future revenue streams as existing subscriptions come up for renewal. We view
continued purchases and upgrades as critical drivers of our success, as the
sales cycles are typically shorter as compared to new end customer deployments,
and selling efforts are typically less. As of January 31, 2021, approximately
68% of our end customers who have been with us for 18 months or longer have made
a repeat purchase, which is defined as any purchase activity, including renewals
of term-based licenses or software entitlement and support subscription
renewals, after the initial purchase. Additionally, end customers who have been
with us for 18 months or longer have total lifetime orders, including the
initial order, in an amount that is more than 6.0x greater, on average, than
their initial order. This number increases to approximately 15.7x, on average,
for Global 2000 end customers who have been with us for 18 months or longer as
of January 31, 2021. These multiples exclude the effect of one end customer who
had a very large and irregular purchase pattern that we believe is not
representative of the purchase patterns of all of our other end customers.

Our business and operating results will depend on our ability to retain and sell
additional products to our existing and future base of end customers. Our
ability to obtain new and retain existing customers will in turn depend in part
on a number of factors. These factors include our ability to effectively
maintain existing and future customer relationships, continue to innovate by
adding new functionality and improving usability of our solutions in a manner
that addresses our end customers' needs and requirements, and optimally price
our solutions in light of marketplace conditions, competition, our costs and
customer demand. Furthermore, our ongoing transition to a subscription-based
business model may cause concerns among our customer base, including concerns
regarding changes to pricing over time, and may also result in confusion among
new and existing end customers, for example, regarding our pricing models. Such
concerns and/or confusion can slow adoption and renewal rates among our current
and future customer base. Therefore, as we continue our transition, we may need
to enhance our efforts to educate our end customers and as a result incur higher
sales and marketing costs.

Components of Our Results of Operations

Revenue



We generate revenue primarily from the sale of our enterprise cloud platform,
which can be deployed on a variety of qualified hardware platforms or, in the
case of our cloud-based SaaS offerings, via hosted service or delivered
pre-installed on an appliance that is configured to order. Non-portable software
licenses are delivered or sold alongside configured-to-order appliances and can
be used over the life of the associated appliance.

Our subscription term-based licenses are sold separately, or can be sold
alongside configured-to-order appliances. Our subscription term-based licenses
typically have a term of one to five years. Our cloud-based SaaS subscriptions
have terms extending up to five years.

Configured-to-order appliances, including our Nutanix-branded NX hardware line,
can be purchased from one of our channel partners, OEMs or in limited cases,
directly from Nutanix. Our enterprise cloud platform is typically purchased with
one or more years of support and entitlements, which includes the right to
software upgrades and enhancements as well as technical support. Our platform is
primarily sold through channel partners, including distributors, resellers and
OEMs.

Product revenue - Product revenue consists of software and hardware revenue. A
majority of our product revenue is generated from the sale of our enterprise
cloud operating system. We also sell renewals of previously purchased software
licenses and SaaS offerings. Revenue from our software products is generally
recognized upon transfer of control to the customer, which is typically upon
shipment for sales including a hardware appliance, upon making the software
available to the customer when not sold with an appliance or as services are
performed with SaaS offerings. In transactions where the hardware appliance is
purchased directly from Nutanix, we consider ourselves to be the principal in
the transaction and we record revenue and costs of goods sold on a gross basis.
We consider the amount allocated to hardware revenue to be equivalent to the
cost of the hardware procured. Hardware revenue is generally recognized upon
transfer of control to the customer.

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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



Support, entitlements and other services revenue - We generate our support,
entitlements and other services revenue primarily from software entitlement and
support subscriptions, which include the right to software upgrades and
enhancements as well as technical support. The majority of our product sales are
sold in conjunction with software entitlement and support subscriptions, with
terms ranging from one to five years. Occasionally, we also sell professional
services with our products. We recognize revenue from software entitlement and
support contracts ratably over the contractual service period. The service
period typically commences upon transfer of control of the corresponding
products to the customer. We recognize revenue related to professional services
as they are performed.

Cost of Revenue

Cost of product revenue - Cost of product revenue consists of costs paid to
third-party OEM partners, hardware costs, personnel costs associated with our
operations function, consisting of salaries, benefits, bonuses and stock-based
compensation, cloud-based costs associated with our SaaS offerings, and
allocated costs, consisting of certain facilities, depreciation and
amortization, recruiting and information technology costs allocated based on
headcount.

Cost of support, entitlements and other services revenue - Cost of support,
entitlements and other services revenue includes personnel and operating costs
associated with our global customer support organization, as well as allocated
costs. We expect our cost of support, entitlements and other services revenue to
increase in absolute dollars as our support, entitlements and other services
revenue increases.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development
and general and administrative expenses. The largest component of our operating
expenses is personnel costs. Personnel costs consist of wages, benefits, bonuses
and, with respect to sales and marketing expenses, sales commissions.

Sales and marketing - Sales and marketing expense consists primarily of
personnel costs. Sales and marketing expense also includes sales commissions,
costs for promotional activities and other marketing costs, travel costs and
costs associated with demonstration units, including depreciation and allocated
costs. Commissions are deferred and recognized as we recognize the associated
revenue. We expect sales and marketing expense to continue, in the long term, to
increase in absolute dollars as part of our long-term plans to increase the size
of our global sales and marketing organizations. However, as discussed above in
the section titled "Impact of the COVID-19 Pandemic," in response to the
COVID-19 pandemic we have proactively taken steps to reduce our expenses,
including (i) effecting a global hiring pause outside of a small number of
critical roles; (ii) implementing travel restrictions prohibiting all
non-essential business travel; and (iii) postponing, cancelling, withdrawing
from, or converting to virtual-only experiences (where possible and appropriate)
our in-person sales and marketing events, including our 2020 .NEXT customer and
partner events and our fiscal 2021 sales kick off. As a result, our sales and
marketing expense will fluctuate, and may decline, in the near-term.
Additionally, given our transition to a subscription-based business model,
including our continued emphasis on ACV, during the fiscal quarter ended October
31, 2020, we adjusted the compensation structure of our sales force, which has
led to a higher proportion of commissions expense being deferred, and a decrease
in commissions expense and overall sales and marketing expenses as a percentage
of revenue and on an absolute basis. We expect this trend to continue for the
duration of fiscal 2021. For additional information, refer to Note 2 of Part I,
Item 1 of this Quarterly Report on Form 10-Q.

Research and development - Research and development ("R&D") expense consists
primarily of personnel costs, as well as other direct and allocated costs. We
have devoted our product development efforts primarily to enhancing the
functionality and expanding the capabilities of our solutions. R&D costs are
expensed as incurred. We expect R&D expense, in the long term, to increase in
absolute dollars as part of our long-term plans to invest in our future products
and services, including our newer subscription-based products, although R&D
expense may fluctuate as a percentage of total revenue and, on an absolute
basis, from quarter to quarter. In addition, as discussed above in the section
titled "Impact of the COVID-19 Pandemic," in response to the COVID-19 pandemic
we have effected a global hiring pause outside of a small number of critical
roles and, as a result, our R&D expense will fluctuate, and may decline, from
quarter to quarter in the near-term.

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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



General and administrative - General and administrative ("G&A") expense consists
primarily of personnel costs, which include our executive, finance, human
resources and legal organizations. G&A expense also includes outside
professional services, which consists primarily of legal, accounting and other
consulting costs, as well as insurance and other costs associated with being a
public company and allocated costs. We expect G&A expense, in the long term, to
increase in absolute dollars, particularly due to additional legal, accounting,
insurance and other costs associated with our growth, although G&A expense may
fluctuate as a percentage of total revenue and, on an absolute basis, from
quarter to quarter. In addition, as discussed above in the section titled
"Impact of the COVID-19 Pandemic," in response to the COVID-19 pandemic we have
effected a global hiring pause outside of a small number of critical roles and,
as a result, our G&A expense will fluctuate, and may decline, from quarter to
quarter in the near-term.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income and expense,
which includes the amortization of the debt discount and issuance costs
associated with our 0% convertible senior notes, due in January 2023, (the "2023
Notes") and our 2.5% convertible senior notes, due in 2026, (the "2026 Notes"),
changes in the fair value of the derivative liability associated with the 2026
Notes, non-cash interest expense on the 2026 Notes, interest income related to
our short-term investments and foreign currency exchange gains or losses.

Provision for Income Taxes



Provision for income taxes consists primarily of income taxes for certain
foreign jurisdictions in which we conduct business and state income taxes in the
United States. We have recorded a full valuation allowance related to our
federal and state net operating losses and other net deferred tax assets and a
partial valuation allowance related to our foreign net deferred tax assets due
to the uncertainty of the ultimate realization of the future benefits of those
assets.

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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



Results of Operations

The following tables set forth our condensed consolidated results of operations
in dollars and as a percentage of total revenue for the periods presented. The
period-to-period comparison of results is not necessarily indicative of results
for future periods.



                                              Three Months Ended             Six Months Ended
                                                  January 31,                   January 31,
                                              2020           2021           2020           2021
                                                               (in thousands)
Revenue:
Product                                    $  213,547     $  174,798     $  405,991     $  330,550
Support, entitlements and other services      133,220        171,584        255,544        328,586
Total revenue                                 346,767        346,382        661,535        659,136
Cost of revenue:
Product (1)(2)                                 20,676         13,784         41,909         26,598
Support, entitlements and other services
(1)                                            54,547         57,170        105,515        112,315
Total cost of revenue                          75,223         70,954        147,424        138,913
Gross profit                                  271,544        275,428        514,111        520,223
Operating expenses:
Sales and marketing (1)(2)                    304,936        261,071        596,774        518,361
Research and development (1)                  139,088        135,571        277,294        271,375
General and administrative (1)                 34,579         35,034         67,439         68,808
Total operating expenses                      478,603        431,676        941,507        858,544
Loss from operations                         (207,059 )     (156,248 )     (427,396 )     (338,321 )
Other expense, net                             (5,863 )     (126,001 )      (10,903 )     (204,733 )
Loss before provision for income taxes       (212,922 )     (282,249 )     (438,299 )     (543,054 )
Provision for income taxes                      4,642          5,141          8,565          9,384
Net loss                                   $ (217,564 )   $ (287,390 )   $ (446,864 )   $ (552,438 )

(1) Includes stock-based compensation
expense as

follows:


Product cost of revenue                    $    1,458     $    1,659     $    2,570     $    3,163
Support, entitlements and other services
cost of revenue                                 5,140          5,764          9,891         11,525
Sales and marketing                            31,185         30,031         58,960         62,258
Research and development                       36,459         36,058         74,022         73,945
General and administrative                     11,373         10,942       

21,598 22,761 Total stock-based compensation expense $ 85,615 $ 84,454 $ 167,041 $ 173,652



(2) Includes amortization of intangible
assets as follows:
Product cost of revenue                    $    3,694     $    3,694     $    7,388     $    7,388
Sales and marketing                               651            651          1,302          1,302
Total amortization of intangible assets    $    4,345     $    4,345     $    8,690     $    8,690


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                                 NUTANIX, INC.

   Management's Discussion and Analysis of Financial Condition and Results of
                             Operations (Continued)







                                               Three Months Ended              Six Months Ended
                                                  January 31,                     January 31,
                                              2020            2021            2020           2021
                                                      (as a percentage of total revenue)
Revenue:
Product                                          61.6 %          50.5 %          61.4 %         50.1 %
Support, entitlements and other services         38.4 %          49.5 %          38.6 %         49.9 %
Total revenue                                   100.0 %         100.0 %         100.0 %        100.0 %
Cost of revenue:
Product                                           6.0 %           4.0 %           6.3 %          4.0 %
Support, entitlements and other services         15.7 %          16.5 %          16.0 %         17.0 %
Total cost of revenue                            21.7 %          20.5 %          22.3 %         21.1 %
Gross profit                                     78.3 %          79.5 %          77.7 %         78.9 %
Operating expenses:
Sales and marketing                              87.9 %          75.4 %          90.2 %         78.6 %
Research and development                         40.1 %          39.1 %          41.9 %         41.2 %
General and administrative                       10.0 %          10.1 %          10.2 %         10.4 %
Total operating expenses                        138.0 %         124.6 %         142.3 %        130.3 %
Loss from operations                            (59.7 )%        (45.1 )%        (64.6 )%       (51.3 )%
Other expense, net                               (1.7 )%        (36.4 )%         (1.6 )%       (31.1 )%
Loss before provision for income taxes          (61.4 )%        (81.5 )%        (66.2 )%       (82.4 )%
Provision for income taxes                        1.3 %           1.5 %           1.3 %          1.4 %
Net loss                                        (62.7 )%        (83.0 )%        (67.5 )%       (83.8 )%





Comparison of the Three and Six Months Ended January 31, 2020 and 2021



Revenue



                       Three Months Ended                                     Six Months Ended
                           January 31,                  Change                   January 31,                  Change
                       2020          2021            $           %           2020          2021            $           %
                                                       (in thousands, except percentages)
Product              $ 213,547     $ 174,798     $ (38,749 )      (18 )%  

$ 405,991 $ 330,550 $ (75,441 ) (19 )% Support, entitlements and

other services 133,220 171,584 38,364 29 %

255,544 328,586 73,042 29 % Total revenue $ 346,767 $ 346,382 $ (385 ) (0 )% $ 661,535 $ 659,136 $ (2,399 ) (0 )%






                     Three Months Ended                                    Six Months Ended
                         January 31,                 Change                   January 31,                 Change
                     2020          2021           $           %           2020          2021           $           %
                                                    (in thousands, except 

percentages)


U.S.               $ 182,372     $ 182,261     $   (111 )       (0 )%   $ 367,139     $ 359,374     $ (7,765 )       (2 )%
Asia Pacific          70,804        63,187       (7,617 )      (11 )%     131,125       125,785       (5,340 )       (4 )%
Europe, the
Middle East
  and Africa          75,681        86,135       10,454         14 %      132,394       146,041       13,647         10 %
Other Americas        17,910        14,799       (3,111 )      (17 )%      30,877        27,936       (2,941 )      (10 )%
Total revenue      $ 346,767     $ 346,382     $   (385 )       (0 )%   $ 661,535     $ 659,136     $ (2,399 )       (0 )%




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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)





The decrease in product revenue for the three and six months ended January 31,
2021 was due primarily to our continued transition to selling subscription
term-based licenses, as these licenses generally have a shorter average term
than those that can be used over the life of the associated appliance. For both
the three and six months ended January 31, 2020, the total average contract term
was approximately 3.9 years, and for the three and six months ended January 31,
2021, the total average contract term was approximately 3.4 years and 3.5 years,
respectively. Total average contract term represents the dollar-weighted term
across all subscription and life-of-device contracts billed during the period,
using an assumed term of five years for licenses without a specified term, such
as life-of-device licenses. The decrease in product revenue was also impacted by
a decrease in hardware revenue, as more customers are purchasing hardware
directly from our OEMs.

Support, entitlements and other services revenue increased for the three and six
months ended January 31, 2021, as compared to the prior year period, in
conjunction with the growth of our end customer base and the related software
entitlement and support subscription contracts.

Cost of Revenue and Gross Margin





                       Three Months Ended                                   

Six Months Ended


                           January 31,                 Change                   January 31,                  Change
                        2020          2021          $           %           2020          2021            $           %
                                                      (in thousands, except percentages)
Cost of product

revenue              $   20,676     $ 13,784     $ (6,892 )      (33 )%   $  41,909     $  26,598     $ (15,311 )      (37 )%
Product gross
margin                     90.3 %       92.1 %                                 89.7 %        92.0 %
Cost of support,

entitlements and


  other services
revenue              $   54,547     $ 57,170     $  2,623          5 %    $ 105,515     $ 112,315     $   6,800          6 %
Support,
entitlements
  and other
services
  gross margin             59.1 %       66.7 %                                 58.7 %        65.8 %
Total gross margin         78.3 %       79.5 %                                 77.7 %        78.9 %




Cost of product revenue

Cost of product revenue decreased for the three and six months ended January 31,
2021, as compared to the prior year periods, due primarily to the decreases in
hardware revenue resulting from our continued focus on more software-only
transactions.

Product gross margin increased by 1.8 percentage points and 2.3 percentage
points for the three and six months ended January 31, 2021, respectively, as
compared to the prior year periods, due primarily to the higher mix of software
revenue, as we continued to focus on more software-only transactions.

Cost of support, entitlements and other services revenue



Cost of support, entitlements and other services revenue increased for the three
and six months ended January 31, 2021, as compared to the prior year periods,
due primarily to higher personnel costs, relating to growth in our global
customer support organization. The increase in personnel costs was driven
primarily by a 7% increase in our customer support, entitlements and other
services headcount from January 31, 2020 to January 31, 2021.

Support, entitlements and other services gross margin increased by 7.6 percentage points and 7.1 percentage points for the three and six months ended January 31, 2021, respectively, as compared to the prior year periods, due primarily to support, entitlements and other services revenue growing at a higher rate than personnel-related costs.


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                                 NUTANIX, INC.

   Management's Discussion and Analysis of Financial Condition and Results of
                             Operations (Continued)



Operating Expenses

Sales and marketing



                      Three Months Ended                                    

Six Months Ended


                          January 31,                  Change                   January 31,                  Change
                      2020          2021            $           %           2020          2021            $           %
                                                      (in thousands, except percentages)
Sales and
marketing           $ 304,936     $ 261,071     $ (43,865 )      (14 )%   $ 596,774     $ 518,361     $ (78,413 )      (13 )%
Percent of total
revenue                  87.9 %        75.4 %                                  90.2 %        78.6 %




Sales and marketing expense decreased for the three and six months ended
January 31, 2021, as compared to the prior year periods, due primarily to lower
marketing costs, travel and entertainment expenses and personnel-related costs
as a result of the COVID-19 pandemic, as discussed in the "Impact of the
COVID-19 Pandemic" section above. In addition, the decrease in sales and
marketing expense was aided by the changes to our sales compensation plans
beginning in fiscal 2021, resulting from our transition to a subscription-based
business model, including our continued emphasis on ACV, which resulted in more
expense being deferred to later periods.

Research and development





                      Three Months Ended                                    Six Months Ended
                          January 31,                 Change                   January 31,                 Change
                      2020          2021           $           %           2020          2021           $           %
                                                     (in thousands, except percentages)
Research and
development         $ 139,088     $ 135,571     $ (3,517 )       (3 )%   $

277,294     $ 271,375     $ (5,919 )       (2 )%
Percent of total
revenue                  40.1 %        39.1 %                                 41.9 %        41.2 %




R&D expense decreased for the three and six months ended January 31, 2021, as
compared to the prior year periods, due primarily to lower headcount-related
costs as a result of our response to the COVID-19 pandemic, as discussed in the
"Impact of the COVID-19 Pandemic" section above, as well as the impact of the
lease-related asset impairment recorded during the three months ended January
31, 2020.

General and administrative



                     Three Months Ended                                 Six Months Ended
                         January 31,                 Change                January 31,                Change
                      2020          2021          $          %          2020         2021          $          %
                                                 (in thousands, except percentages)
General and
administrative     $   34,579     $ 35,034     $   455          1 %   $ 67,439     $ 68,808     $ 1,369          2 %
Percent of total
revenue                  10.0 %       10.1 %                              10.2 %       10.4 %




G&A expense increased for the three and six months ended January 31, 2021, as
compared to the prior year periods, due primarily to increases in
headcount-related expenses, partially offset by the impact of our response to
the COVID-19 pandemic, as discussed in the "Impact of the COVID-19 Pandemic"
section above, as well as lower outside services costs.

Other Expense, Net



                            Three Months Ended                                      Six Months Ended
                                January 31,                  Change                   January 31,                   Change
                            2020          2021            $            %          2020           2021            $            %
                                                             (in thousands,

except percentages) Interest income, net $ 3,812 $ 1,178 $ 2,634 69 % $ 8,678 $ 2,478 $ 6,200 71 % Change in fair value of


  derivative liability           -       (101,640 )     101,640         100 %           -       (166,380 )     166,380         100 %

Amortization of debt

discount and issuance

costs and non-cash

interest expense (7,762 ) (21,751 ) 13,989 180 % (15,398 ) (35,410 ) 20,012 130 % Other

                       (1,913 )       (3,788 )       1,875          98 

% (4,183 ) (5,421 ) 1,238 30 % Other expense, net $ (5,863 ) $ (126,001 ) $ 120,138 2,049 % $ (10,903 ) $ (204,733 ) $ 193,830 1,778 %




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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)







The increase in other expense, net for the three and six months ended
January 31, 2021, as compared to the prior year periods, was due primarily to
additional expense resulting from the new 2026 Notes, including the change in
the fair value of the derivative liability and interest expense associated with
the amortization of the debt discount and issuance costs for the 2026 Notes.

Provision for Income Taxes



                      Three Months Ended                                  Six Months Ended
                         January 31,                  Change                January 31,                 Change
                      2020           2021          $          %          2020          2021          $          %
                                                  (in thousands, except percentages)

Provision for income taxes $ 4,642 $ 5,141 $ 499 11 % $ 8,565 $ 9,384 $ 819 10 %






The increase in the income tax provision for the three and six months ended
January 31, 2021, as compared to the prior year periods, was due primarily to an
increase in foreign taxes, as we continued our global expansion. We continue to
maintain a full valuation allowance on our U.S. federal and state deferred tax
assets and a partial valuation allowance related to our foreign net deferred tax
assets.

Liquidity and Capital Resources



As of January 31, 2021, we had $298.7 million of cash and cash equivalents, $3.2
million of restricted cash and $990.1 million of short-term investments, which
were held for general corporate purposes. Our cash, cash equivalents and
short-term investments primarily consist of bank deposits, money market accounts
and highly rated debt instruments of the U.S. government and its agencies and
debt instruments of highly rated corporations.

In January 2018, we issued convertible senior notes with a 0% interest rate for
an aggregate principal amount of $575.0 million. There are no required principal
payments prior to the maturity of the 2023 Notes. For additional information,
see Note 5 of Part I, Item 1 of this Quarterly Report on Form 10-Q.

In August 2020, we entered into an investment agreement with BCPE Nucleon (DE)
SVP, LP, an entity affiliated with Bain Capital, LP ("Bain") relating to the
issuance and sale to Bain of $750.0 million in aggregate principal amount of
2.5% convertible senior notes due in 2026. For additional information, see Note
5 of Part I, Item 1 of this Quarterly Report on Form 10-Q.

Due to investments in our business as well as the potential cash flow impacts
resulting from our continued transition to a subscription-based business model,
we expect our operating and free cash flow to continue to be negative during the
next 12 months. Notwithstanding that fact, we believe that our cash and cash
equivalents and short-term investments will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for at least
the next 12 months. Our future capital requirements will depend on many factors,
including our growth rate, the timing and extent of spending to support
development efforts, the expansion of sales and marketing activities, the
introduction of new and enhanced product and service offerings, the continuing
market acceptance of our products, the impact of COVID-19 pandemic on our
business, our end customers and partners, and the economy, and the timing of and
extent to which our customers transition to shorter-term contracts or request to
only pay for the initial term of multi-year contracts as a result of our
transition to a subscription-based business model.

Cash Flows

The following table summarizes our cash flows for the periods presented:





                                                                   Six Months Ended
                                                                      January 31,
                                                                 2020             2021
                                                                    (in thousands)
Net cash used in operating activities                        $    (78,654 )   $    (19,630 )
Net cash used in investing activities                            (132,560 )       (620,893 )
Net cash provided by financing activities                          26,486   

620,442

Net decrease in cash, cash equivalents and restricted cash $ (184,728 )

$    (20,080 )




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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)




Cash Flows from Operating Activities



Net cash used in operating activities was $19.6 million for the six months ended
January 31, 2021, compared to cash used in operating activities of $78.7 million
for the six months ended January 31, 2020. The decrease in cash used in
operating activities for the six months ended January 31, 2021 was due primarily
to lower operating expenses as a result of the COVID-19 pandemic, as discussed
in the "Impact of the COVID-19 Pandemic" section above, as well as higher cash
collections due to the timing of billings.

Cash Flows from Investing Activities



Net cash used in investing activities of $132.6 million for the six months ended
January 31, 2020 included $416.6 million of short-term investment purchases and
$39.5 million of purchases of property and equipment, partially offset by $299.4
million of maturities of short-term investments and $24.1 million of sales of
short-term investments.

Net cash used in investing activities of $620.9 million for the six months ended
January 31, 2021 included $859.6 million of short-term investment purchases and
$25.2 million of purchases of property and equipment, partially offset by $260.9
million of maturities of short-term investments and $3.0 million of sales of
short-term investments.

Cash Flows from Financing Activities



Net cash provided by financing activities of $26.5 million for the six months
ended January 31, 2020 consisted of net proceeds from the sale of shares through
employee equity incentive plans.

Net cash provided by financing activities of $620.4 million for the six months
ended January 31, 2021 consisted of $723.6 million of proceeds from the issuance
of the 2026 Notes, net of issuance costs, and $21.9 million of proceeds from the
sale of shares through employee equity incentive plans, partially offset by
$125.1 million of repurchases of our Class A common stock.

Contractual Obligations



The following table summarizes our contractual obligations as of January 31,
2021:



                                                             Payments Due by Period
                                                      Less than      1 Year to        3 to       More than
                                         Total          1 Year        3 Years       5 Years       5 Years
                                                                 (in thousands)
Principal amount payable on
convertible senior
  notes (1)                           $ 1,325,000     $        -     $  575,000     $      -     $  750,000
Paid-in-kind interest on
convertible senior notes (1)                6,615              -              -            -          6,615
Operating leases (undiscounted
basis) (2)                                166,485         49,537         91,919       21,642          3,387
Other commitments (3)                      63,410         55,099          5,983        2,328              -
Guarantees with OEMs                       66,925         36,925         30,000            -              -
Total                                 $ 1,628,435     $  141,561     $  702,902     $ 23,970     $  760,002

(1) For additional information regarding our convertible senior notes, refer to

Note 5 of Part I, Item 1 of this Quarterly Report on Form 10-Q.

(2) For additional information regarding our operating leases, refer to Note 6

of Part I, Item 1 of this Quarterly Report on Form 10-Q.

(3) Purchase obligations and other commitments pertaining to our daily business

operations.




From time to time, in the normal course of business, we make commitments with
our OEMs to ensure them a minimum level of financial consideration for their
investment in our joint solutions. These commitments are based on revenue
targets or on-hand inventory and non-cancelable purchase orders for non-standard
components. We record a charge related to these items when we determine that it
is probable a loss will be incurred and we are able to estimate the amount of
the loss. Our historical charges have not been material.

As of January 31, 2021, we had accrued liabilities related to uncertain tax positions, which are reflected on our condensed consolidated balance sheet. These accrued liabilities are not reflected in the contractual obligations disclosed in the table above, as it is uncertain if or when such amounts will ultimately be settled.



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                                 NUTANIX, INC.

Management's Discussion and Analysis of Financial Condition and Results of


                             Operations (Continued)



Off-Balance Sheet Arrangements



As of January 31, 2021, we did not have any relationships with unconsolidated
organizations or financial partnerships, such as structured finance or special
purpose entities that would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes.

Critical Accounting Policies and Estimates



Our condensed consolidated financial statements are prepared in accordance with
U.S. GAAP. The preparation of these condensed consolidated financial statements
requires management to make estimates, assumptions and judgments that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of revenue and expenses during the applicable periods. We evaluate our
estimates, assumptions and judgments on an ongoing basis. Our estimates,
assumptions and judgments are based on historical experience and various other
factors that we believe to be reasonable under the circumstances. Different
assumptions and judgments would change the estimates used in the preparation of
our condensed consolidated financial statements, which, in turn, could change
the results from those reported.

There have been no material changes to our critical accounting policies and estimates as compared to those described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2020.

Recent Accounting Pronouncements

See Note 1 of Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of recent accounting pronouncements.







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