UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~September~~June 30, ~~2022~~2023


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

For the transition period from ___________ to ___________

Commission file number 001-39419

WEWORK INC.

(Exact name of registrant as specified in its charter)


Delaware									85-1144904
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
~~75 Rockefeller Plaza~~12 East 49th Street, 3rd floor New York, NY (Address of principal executive offices)									~~10019~~10017 (zip code)

(646) 389-3922

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 per share	WE	The New York Stock Exchange
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share	WE WS	The New York Stock Exchange
Class A Common Stock Purchase Rights	—	The New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

None

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

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

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


Large accelerated filer	o	Accelerated filer	ox
Non-accelerated filer	xo	Smaller reporting company	xo
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of ~~November 9, 2022,~~August 7, 2023, there were ~~708,056,261~~2,110,280,756 shares of Class A common stock, par value $0.0001 per share, and 19,938,089 shares of Class C common stock, par value $0.0001 per share, issued and outstanding.

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WeWork Inc.

FORM 10-Q

THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2022~~2023

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		Page
Part I - Financial Information
Cautionary Note Regarding Forward-Looking Statements		3
Item 1.	Financial Statements and Supplementary Data	56
	Condensed Consolidated Balance Sheets	57
	Condensed Consolidated Statements of Operations	78
	Condensed Consolidated Statements of Comprehensive Loss	89
	Condensed Consolidated Statement of Changes in Convertible Preferred Stock, Noncontrolling Interests, and Equity	910
	Condensed Consolidated Statements of Cash Flows	1312
	Notes to the Condensed Consolidated Financial Statements	1513
Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	7270

Item 3.	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	~~117~~113
Item 4.	Controls and Procedures	~~118~~114

Part II - Other Information
Item 1.	Legal Proceedings	~~119~~115
Item 1A.	Risk Factors	~~120~~116
Item 1B.	Unresolved Staff Comments	116
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~120~~116
Item 3.	Defaults Upon Senior Securities	~~120~~117
Item 4.	Mine Safety Disclosures	~~120~~117
Item 5.	Other Information	~~120~~117
Item 6.	Exhibits	~~121~~119


















	Signatures	~~121~~119

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Part I.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this Quarterly Report on Form 10-Q (“Form 10-Q”) may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although WeWork believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors.

Forward-looking statements in this Form 10-Q and in any document incorporated by reference in this Form 10-Q may include, for example, statements about:

•our financial and business ~~performance;~~performance, and our ability to implement our business plan;

•the continuing impact of the COVID-19 ~~pandemic;~~pandemic, including delays in customers and prospective customers returning to the office and taking occupancy, or changes in the preferences of customers and prospective customers with respect to remote or hybrid working, as a result of the COVID-19 pandemic, leading to a parallel delay, or potentially permanent change, in receiving the corresponding revenue;

•our projected financial information, anticipated growth rate, and market opportunity;

•our ability to maintain the listing of our Class A Common Stock and Warrants on the NYSE;

•our public securities’ potential liquidity and trading;

• our ability to raise additional capital in the future;

•our liquidity needs to operate our business and execute our strategy and related use of cash;

•our expectations about our ability to fully execute actions and steps that would be probable of mitigating the existence of substantial doubt regarding our ability to continue as a going concern;

•our ability to realize the expected benefits from the 2023 Debt Restructuring Transactions (as defined below);

•the impact of foreign exchange rates on our financial performance;

•our ability to execute our restructuring plan relating to our business and our operating model;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business;

•the impact of the regulatory environment and complexities with compliance related to such environment;

•our ability to maintain an effective system of internal control over financial reporting;

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•our ability to grow market share in our existing markets or any new markets we may enter;

•our ~~public securities’ potential liquidity and trading;~~

•~~our ability to raise additional capital in the future;~~

•~~our~~ ability to respond to changes in customer demand, geopolitical events, ~~or other disruptions,~~ including the conflict in Ukraine, or other disruptions, and general economic conditions, including rising interest rates, inflation, and ~~inflation;~~the impact of such conditions on WeWork and our customers;

•the current macroeconomic environment, including the health of the commercial real estate ~~industry;~~industry, and its impact on member churn and demand;

•risks associated with our real estate assets and increased competition in the commercial real estate industry;

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•our ability to manage our growth effectively;

•our ability to achieve and maintain profitability in the future;

•our ability to access sources of capital, including debt financing and securitization funding to finance our real estate inventories and other sources of capital to finance operations and growth, and our ability to restructure, refinance, extend or repay our outstanding indebtedness;

•our ability to maintain and enhance our products and brand and to attract customers;

•our ability to manage, develop and refine our platform for managing and powering flexible work spaces and access to our customer base;

•the success of strategic relationships with third parties;

•the anticipated benefits of our partnerships with third parties;

•the outcome of any known and unknown litigation and regulatory ~~proceedings;~~

•proceedings, including the ~~anticipated benefits~~outcome of ~~our partnerships with third parties; and~~any legal proceedings that may be instituted against us or others relating to the 2023 Debt Restructuring Transactions;

•our expectations regarding our exits of underperforming locations, including the timing of any such exits and the ability to retain our ~~members.~~members;

•the impact of the 2023 Debt Restructuring Transactions on our U.S. federal income tax position, including the availability of utilizing our net operating losses (“NOLs”) to offset any taxes incurred in connection therewith; and

•other factors detailed under the section entitled “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”).

These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry as well as certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Risk Factors,” and other cautionary statements included in this Form 10-Q and in our other filings with the Securities and Exchange Commission (the "SEC"), which you should consider and read carefully.

We operate in a very competitive and rapidly changing environment and have recently undergone significant changes at the executive and board levels and ~~changes in~~related to our planned growth trajectory. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Form 10-Q, and our expected future levels of activity and performance, may not occur and actual results could differ

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materially and adversely from those anticipated or implied in the forward-looking statements. As a result, you should not regard any of these forward-looking statements as a representation or warranty by us or any other person or place undue reliance on any such forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

You should read this Form 10-Q and the documents that we reference in this Form 10-Q in their entirety and with the understanding that our actual future results may be materially different from our expectations. All of our forward-looking statements are qualified by the cautionary statements contained in this section and elsewhere in this Form 10-Q.

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Item 1. Financial Statements and Supplementary Data

~~WEWORK INC.~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(UNAUDITED)~~

September 30, December 31,
(Amounts in millions, except share and per share amounts) 2022 2021
Assets
Current assets:
Cash and cash equivalents $ 460 $ 924
Accounts receivable and accrued revenue, net of allowance of $17 as of September 30, 2022 and $63 as of December 31, 2021(1)
103 130
Prepaid expenses(1)
149 180
Other current assets(1)
154 238
Total current assets 866 1,472
Property and equipment, net 4,655 5,374
Lease right-of-use assets, net 11,257 13,052
Restricted cash 7 11
Equity method and other investments 62 200
Goodwill 682 677
Intangible assets, net 83 57
Other assets (including related party amounts of $412 as of September 30, 2022 and $596 as of December 31, 2021)(1)
727 913
Total assets $ 18,339 $ 21,756
Liabilities
Current liabilities:
Accounts payable and accrued expenses(1)
$ 496 $ 621
Members’ service retainers 419 421
Deferred revenue(1)
138 120
Current lease obligations(1)
892 893
Other current liabilities(1)
149 78
Total current liabilities 2,094 2,133
Long-term lease obligations(1)
15,569 17,926
Unsecured notes payable (including amounts due to related parties of $1,650 as of September 30, 2022 and December 31, 2021)(1)
2,200 2,200
Warrant liabilities, net 2 16
Long-term debt, net 1,005 666
Other liabilities 224 228
Total liabilities 21,094 23,169
Commitments and contingencies (Note 20)
Redeemable noncontrolling interests (14) 36

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WEWORK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS ~~– (CONTINUED)~~

(UNAUDITED)


		September 30,		December 31,			June 30,		December 31,
(Amounts in millions, except share and per share amounts)	(Amounts in millions, except share and per share amounts)	2022		2021		(Amounts in millions, except share and per share amounts)	2023		2022
Assets						Assets
Current assets:						Current assets:
Cash and cash equivalents						Cash and cash equivalents	$	205	$	287
Accounts receivable and accrued revenue, net of allowance of $8 as of June 30, 2023 and $13 as of December 31, 2022(1)						Accounts receivable and accrued revenue, net of allowance of $8 as of June 30, 2023 and $13 as of December 31, 2022(1)	118		109

Prepaid expenses(1)						Prepaid expenses(1)	135		138
Other current assets(1)						Other current assets(1)	286		155
Total current assets						Total current assets	744		689
Property and equipment, net						Property and equipment, net	3,860		4,391
Lease right-of-use assets, net						Lease right-of-use assets, net	9,275		11,243

Equity method and other investments						Equity method and other investments	49		63
Goodwill and intangible assets, net						Goodwill and intangible assets, net	735		737

Other assets (including related party amounts of $75 as of June 30, 2023 and $384 as of December 31, 2022(1))						Other assets (including related party amounts of $75 as of June 30, 2023 and $384 as of December 31, 2022(1))	400		740
Total assets						Total assets	$	15,063	$	17,863
Liabilities						Liabilities
Current liabilities:						Current liabilities:
Accounts payable and accrued expenses(1)						Accounts payable and accrued expenses(1)	$	455	$	526
Members’ service retainers						Members’ service retainers	434		445

Deferred revenue(1)						Deferred revenue(1)	112		151
Current lease obligations(1)						Current lease obligations(1)	883		936

Other current liabilities(1)						Other current liabilities(1)	305		172
Total current liabilities						Total current liabilities	2,189		2,230
Long-term lease obligations(1)						Long-term lease obligations(1)	13,280		15,598

Long-term debt, net (including amounts due to related parties of $458 as of June 30, 2023 and $1,650 as of December 31, 2022(1))						Long-term debt, net (including amounts due to related parties of $458 as of June 30, 2023 and $1,650 as of December 31, 2022(1))	2,910		3,208

Other liabilities						Other liabilities	277		282

Total liabilities						Total liabilities	18,656		21,318
Commitments and contingencies (Note 18)						Commitments and contingencies (Note 18)

Redeemable noncontrolling interests						Redeemable noncontrolling interests	(33)		(20)
Equity	Equity					Equity
WeWork Inc. shareholders' equity (deficit):	WeWork Inc. shareholders' equity (deficit):					WeWork Inc. shareholders' equity (deficit):
Preferred stock; par value $0.0001; 100,000,000 shares authorized, zero issued and outstanding as of September 30, 2022 and December 31, 2021		—		—
Common stock Class A; par value $0.0001; 1,500,000,000 shares authorized, 709,752,947 shares issued and 706,808,735 shares outstanding as of September 30, 2022, and 1,500,000,000 shares authorized, 705,016,923 shares issued and 702,072,711 shares outstanding as of December 31, 2021		—		—

Common stock Class C; par value $0.0001; 25,041,666 shares authorized, 19,938,089 shares issued and outstanding as of September 30, 2022 and December 31, 2021		—		—

Treasury stock, at cost; 2,944,212 shares held as of September 30, 2022 and December 31, 2021		(29)		(29)
Preferred stock; par value $0.0001; 100,000,000 shares authorized, zero issued and outstanding as of June 30, 2023 and December 31, 2022						Preferred stock; par value $0.0001; 100,000,000 shares authorized, zero issued and outstanding as of June 30, 2023 and December 31, 2022	—		—
Common stock Class A; par value $0.0001; 4,874,958,334 shares authorized, 2,112,965,359 shares issued and 2,110,021,147 shares outstanding as of June 30, 2023, and 1,500,000,000 shares authorized, 711,106,961 shares issued and 708,162,749 shares outstanding as of December 31, 2022						Common stock Class A; par value $0.0001; 4,874,958,334 shares authorized, 2,112,965,359 shares issued and 2,110,021,147 shares outstanding as of June 30, 2023, and 1,500,000,000 shares authorized, 711,106,961 shares issued and 708,162,749 shares outstanding as of December 31, 2022	—		—
Common stock Class C; par value $0.0001; 25,041,666 shares authorized, 19,938,089 shares issued and outstanding as of June 30, 2023 and December 31, 2022						Common stock Class C; par value $0.0001; 25,041,666 shares authorized, 19,938,089 shares issued and outstanding as of June 30, 2023 and December 31, 2022	—		—
Treasury stock, at cost; 2,944,212 shares held as of June 30, 2023 and December 31, 2022						Treasury stock, at cost; 2,944,212 shares held as of June 30, 2023 and December 31, 2022	(29)		(29)
Additional paid-in capital	Additional paid-in capital	12,377		12,321		Additional paid-in capital	13,004		12,387
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	343		(31)		Accumulated other comprehensive income (loss)	97		149
Accumulated deficit	Accumulated deficit	(15,723)		(14,143)		Accumulated deficit	(16,790)		(16,177)
Total WeWork Inc. shareholders' deficit	Total WeWork Inc. shareholders' deficit	(3,032)		(1,882)		Total WeWork Inc. shareholders' deficit	(3,718)		(3,670)
Noncontrolling interests	Noncontrolling interests	291		433		Noncontrolling interests	158		235
Total equity	Total equity	(2,741)		(1,449)		Total equity	(3,560)		(3,435)
Total liabilities and equity	Total liabilities and equity	$	18,339	$	21,756	Total liabilities and equity	$	15,063	$	17,863

(1)See Note 2119 for disclosure of related party amounts.

The accompanying notes are an integral part of these ~~condensed consolidatedfinancial statements.~~

Consolidated Financial Statements.

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WEWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions, except share and per share amounts)	(Amounts in millions, except share and per share amounts)	2022		2021		2022		2021		(Amounts in millions, except share and per share amounts)	2023		2022		2023		2022
Revenue(1)	Revenue(1)	$	817	$	661	$	2,397	$	1,852	Revenue(1)	$	844	$	815	$	1,693	$	1,580
Expenses:	Expenses:									Expenses:
Location operating expenses—cost of revenue (exclusive of depreciation and amortization of $148 and $162 for the three months ended and $455 and $508 for the nine months ended September 30, 2022 and 2021, respectively, shown separately below)		730		752		2,202		2,351
Location operating expenses—cost of revenue (exclusive of depreciation and amortization of $149 and $150 for the three months ended and $290 and $308 for the six months ended June 30, 2023 and 2022, respectively, shown separately below)										Location operating expenses—cost of revenue (exclusive of depreciation and amortization of $149 and $150 for the three months ended and $290 and $308 for the six months ended June 30, 2023 and 2022, respectively, shown separately below)	725		736		1,449		1,472
Pre-opening location expenses	Pre-opening location expenses	23		40		108		117		Pre-opening location expenses	8		38		15		85
Selling, general and administrative expenses	Selling, general and administrative expenses	181		234		578		734		Selling, general and administrative expenses	150		189		305		397
Restructuring and other related (gains) costs	Restructuring and other related (gains) costs	(34)		16		(190)		482		Restructuring and other related (gains) costs	(107)		(26)		(165)		(156)
Impairment expense		97		88		224		629
Impairment expense/(gain on sale)										Impairment expense/(gain on sale)	263		36		340		127
Depreciation and amortization	Depreciation and amortization	156		171		485		535		Depreciation and amortization	156		158		304		329
Total expenses(1)	Total expenses(1)	1,153		1,301		3,407		4,848		Total expenses(1)	1,195		1,131		2,248		2,254
Loss from operations	Loss from operations	(336)		(640)		(1,010)		(2,996)		Loss from operations	(351)		(316)		(555)		(674)
Interest and other income (expense), net:
Income (loss) from equity method and other investments		(10)		5		(13)		(19)
Interest expense (including related party expenses of $84 and $104 for the three months ended and $307 and $288 for the nine months ended September 30, 2022 and 2021, respectively. See Note 14)(1)		(116)		(121)		(388)		(339)
Interest income		3		6		6		14
Interest and other income (expenses), net:										Interest and other income (expenses), net:

Interest expense (including related party expenses of $44 and $132 for the three months ended and $124 and $222 for the six months ended June 30, 2023 and 2022, respectively. See Note 12)(1)										Interest expense (including related party expenses of $44 and $132 for the three months ended and $124 and $222 for the six months ended June 30, 2023 and 2022, respectively. See Note 12)(1)	(102)		(159)		(223)		(272)
Foreign currency gain (loss)	Foreign currency gain (loss)	(167)		(103)		(368)		(141)		Foreign currency gain (loss)	20		(157)		51		(201)
Gain (loss) from change in fair value of warrant liabilities (including related party financial instruments of none and $7 for the three months ended and none and $(343) for the nine months ended September 30, 2022 and 2021, respectively. See Note 15)(1)		—		7		10		(343)
Other income (expense), net										Other income (expense), net	41		—		33		10

Total interest and other income (expense), net		(290)		(206)		(753)		(828)

Total interest and other income (expenses), net										Total interest and other income (expenses), net	(41)		(316)		(139)		(463)
Pre-tax loss	Pre-tax loss	(626)		(846)		(1,763)		(3,824)		Pre-tax loss	(392)		(632)		(694)		(1,137)
Income tax benefit (provision)	Income tax benefit (provision)	(3)		2		(5)		(5)		Income tax benefit (provision)	(5)		(3)		(2)		(2)
Net loss	Net loss	(629)		(844)		(1,768)		(3,829)		Net loss	(397)		(635)		(696)		(1,139)
Net loss attributable to noncontrolling interests:	Net loss attributable to noncontrolling interests:									Net loss attributable to noncontrolling interests:
Redeemable noncontrolling interests — mezzanine	Redeemable noncontrolling interests — mezzanine	10		42		46		106		Redeemable noncontrolling interests — mezzanine	10		15		16		36
Noncontrolling interest — equity	Noncontrolling interest — equity	51		—		142		(1)		Noncontrolling interest — equity	38		43		67		91
Net loss attributable to WeWork Inc.	Net loss attributable to WeWork Inc.	$	(568)	$	(802)	$	(1,580)	$	(3,724)	Net loss attributable to WeWork Inc.	$	(349)	$	(577)	$	(613)	$	(1,012)
Net loss per share attributable to Class A and Class B common stockholders (see Note 19):
Net loss per share attributable to Class A common stockholders (see Note 17):										Net loss per share attributable to Class A common stockholders (see Note 17):
Basic	Basic	$	(0.75)	$	(5.50)	$	(2.08)	$	(25.79)	Basic	$	(0.21)	$	(0.76)	$	(0.51)	$	(1.33)
Diluted	Diluted	$	(0.75)	$	(5.50)	$	(2.08)	$	(25.79)	Diluted	$	(0.21)	$	(0.76)	$	(0.51)	$	(1.33)
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders, basic and diluted		762,385,436		145,995,136		761,219,635		144,376,771
Weighted-average shares used to compute net loss per share attributable to Class A common stockholders, basic and diluted										Weighted-average shares used to compute net loss per share attributable to Class A common stockholders, basic and diluted	1,626,430,041		761,552,438		1,199,105,476		760,620,470

(1)See Note 2119 for disclosure of related party amounts.

The accompanying notes are an integral part of these ~~condensed consolidated financial statements.~~Consolidated Financial Statements.

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WEWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021		(Amounts in millions)	2023		2022		2023		2022
Net loss	Net loss	$	(629)	$	(844)	$	(1,768)	$	(3,829)	Net loss	$	(397)	$	(635)	$	(696)	$	(1,139)
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax of none for the three and nine months ended September 30, 2022 and 2021		173		86		341		107
Unrealized (loss) gain on available-for-sale securities, net of tax of none for the three and nine months ended September 30, 2022 and 2021		—		—		2		(3)
Foreign currency translation adjustments, net of tax of none for the three and six months ended June 30, 2023, and 2022										Foreign currency translation adjustments, net of tax of none for the three and six months ended June 30, 2023, and 2022	(24)		138		(56)		168
Unrealized (loss) gain on available-for-sale securities, net of tax of none and $1 for the three months and none and $1 for the six months ended June 30, 2023, and 2022, respectively										Unrealized (loss) gain on available-for-sale securities, net of tax of none and $1 for the three months and none and $1 for the six months ended June 30, 2023, and 2022, respectively	—		—		—		2
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	173		86		343		104		Other comprehensive income (loss), net of tax	(24)		138		(56)		170
Comprehensive loss	Comprehensive loss	(456)		(758)		(1,425)		(3,725)		Comprehensive loss	(421)		(497)		(752)		(969)
Net (income) loss attributable to noncontrolling interests		61		42		188		106
Net loss attributable to noncontrolling interests										Net loss attributable to noncontrolling interests	48		58		83		127
Other comprehensive (income) loss attributable to noncontrolling interests	Other comprehensive (income) loss attributable to noncontrolling interests	5		4		31		28		Other comprehensive (income) loss attributable to noncontrolling interests	4		19		4		26
Comprehensive loss attributable to WeWork Inc.	Comprehensive loss attributable to WeWork Inc.	$	(390)	$	(712)	$	(1,206)	$	(3,591)	Comprehensive loss attributable to WeWork Inc.	$	(369)	$	(420)	$	(665)	$	(816)

The accompanying notes are an integral part of these ~~condensed consolidated financial statements.~~Consolidated Financial Statements.

Table of Contents

WEWORK INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK, NONCONTROLLING INTERESTS AND EQUITY

FOR THE ~~THREE AND NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, 2023

(UNAUDITED)


	Redeemable

(Amounts in millions, except share amounts)		Noncontrolling Interests
Balance—December 31, 2022		$	(20)

Net loss		(6)
Other comprehensive income (loss), net of tax		2

Balance—March 31, 2023		$	(24)
Net loss		(10)
Other comprehensive income (loss), net of tax		1

Balance—June 30, 2023		$	(33)


	WeWork Inc. Shareholders' Equity (Deficit)
													Accumulated
	Common Stock			Common Stock		Treasury Stock			Additional		Other
(Amounts in millions, except share amounts)	Class A			Class C					Paid-In		Comprehensive		Accumulated		Noncontrolling
	Shares	Amount			Shares	Amount		Shares	Amount		Capital		Income (Loss)		Deficit		Interests		Total
Balance—December 31, 2022	711,106,961	$	—		19,938,089	$	—	(2,944,212)	$	(29)	$	12,387	$	149	$	(16,177)	$	235	$	(3,435)
Stock-based compensation	—	—			—	—		—	—		3		—		—		—		3
Exercise of stock options	276	—			—	—		—	—		—		—		—		—		—
Issuance of contingent (share) consideration	155,586	—			—	—		—	—		—		—		—		—		—

Issuance of common stock for settlement of vested RSUs	3,404,930	—			—	—		—	—		—		—		—		—		—
Shares withheld related to net share settlement	(359,288)	—			—	—		—	—		—		—		—		—		—
Net loss	—	—			—	—		—	—		—		—		(264)		(29)		(293)
Other comprehensive income (loss), net of tax	—	—			—	—		—	—		—		(32)		—		(2)		(34)
Other	—	—			—	—		—	—		—		—		—		(3)		(3)
Balance—March 31, 2023	714,308,465	$	—		19,938,089	$	—	(2,944,212)	$	(29)	$	12,390	$	117	$	(16,441)	$	201	$	(3,762)

Stock-based compensation	—	—			—	—		—	—		3		—		—		—		3
Issuance of common stock to related party in connection with debt restructuring/exchange (5.00% Senior Notes, Series I)	1,112,900,605	—			—	—		—	—		494		—		—		—		494
Transactions with principal shareholder (related party) related to 2023 Debt Restructuring Transactions	—	—			—	—		—	—		(22)		—		—		—		(22)
Issuance of common stock to public noteholders in connection with debt restructuring/exchange (5.00% Senior Notes, Series II and 7.875% Senior Notes)	250,373,598	—			—	—		—	—		111		—		—		—		111
Costs attributable to the issuance of common stock in connection with 2023 Debt Restructuring Transactions	—	—			—	—		—	—		(6)		—		—		—		(6)
Issuance of common stock in connection with Third Party Investment, net of excess value	35,000,000	—			—	—		—	—		34		—		—		—		34

Issuance of common stock for settlement of vested RSUs	383,933	—			—	—		—	—		—		—		—		—		—
Shares withheld related to net share settlement	(1,242)	—			—	—		—	—		—		—		—		—		—
Net loss	—	—			—	—		—	—		—		—		(349)		(38)		(387)
Other comprehensive income (loss), net of tax	—	—			—	—		—	—		—		(20)		—		(5)		(25)

Balance—June 30, 2023	2,112,965,359	$	—		19,938,089	$	—	(2,944,212)	$	(29)	$	13,004	$	97	$	(16,790)	$	158	$	(3,560)

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Contents

WEWORK INC.

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK, NONCONTROLLING INTERESTS AND EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2022

(UNAUDITED)


	~~Convertible~~	Redeemable
	~~Preferred Stock~~	~~Noncontrolling~~
(Amounts in millions, except share amounts)	~~Shares~~						~~Amount~~			Noncontrolling Interests
Balance—December 31, 2021	—			$	—				$	36
Issuance of noncontrolling interests	—			—					(2)
Net ~~income (loss)~~	— loss		—					(21)
Other comprehensive income (loss), net of tax	—			—					2
Balance—March 31, 2022	—			$	—				$	15

Net ~~income (loss)~~	— loss		—					(15)
Other comprehensive income (loss), net of tax	—			—					(4)

Balance—June 30, 2022	—			$	—				$	(4)
~~Net income (loss)~~	—	—					~~(10)~~
~~Other comprehensive income (loss), net of tax~~	—	—					—

~~Balance—September 30, 2022~~	—		$			—
		$		~~(14)~~

~~Table of Contents~~


		WeWork Inc. Shareholders' Equity (Deficit)																								WeWork Inc. Shareholders' Equity (Deficit)
														Accumulated																																															Accumulated
		Common Stock			Common Stock		Treasury Stock			Additional		Other																	Common Stock										Common Stock				Treasury Stock							Additional			Other
(Amounts in millions, except share amounts)	(Amounts in millions, except share amounts)	Class A			Class C					Paid-In		Comprehensive		Accumulated		Noncontrolling											(Amounts in millions, except share amounts)		Class A										Class C											Paid-In			Comprehensive				Accumulated				Noncontrolling
		Shares	Amount			Shares	Amount		Shares	Amount		Capital		Income (Loss)		Deficit				Interests			Total							(Amounts in millions, except share amounts)	Shares			Amount							Shares			Amount				Shares			Amount				Capital				Income (Loss)				Deficit				Interests				Total
Balance—December 31, 2021	Balance—December 31, 2021	705,016,923	$	—		19,938,089	$	—	(2,944,212)	$	(29)	$	12,321	$	(31)	$	(14,143)			$	433		$	(1,449)							705,016,923			$	—						19,938,089			$	—			(2,944,212)			$	(29)			$	12,321			$	(31)			$	(14,143)			$	433			$	(1,449)
Stock-based compensation	Stock-based compensation	—	—			—	—		—	—		13		—		—				—			13								Stock-based compensation		—			—							—			—				—			—				13				—				—				—				13
Exercise of stock options	Exercise of stock options	695,388	—			—	—		—	—		2		—		—				—			2								Exercise of stock options		695,388			—							—			—				—			—				2				—				—				—				2
Issuance of common stock in connection with Acquisition	Issuance of common stock in connection with Acquisition	489,071	—			—	—		—	—		3		—		—				—			3								Issuance of common stock in connection with Acquisition		489,071			—							—			—				—			—				3				—				—				—				3

Fair value of equity classified contingent consideration	Fair value of equity classified contingent consideration	—	—			—	—		—	—		1		—		—				—			1								Fair value of equity classified contingent consideration		—			—							—			—				—			—				1				—				—				—				1
Transactions with principal shareholder	Transactions with principal shareholder	—	—			—	—		—	—		9		—		—				—			9								Transactions with principal shareholder		—			—							—			—				—			—				9				—				—				—				9

Issuance of common stock for settlement of vested RSUs	Issuance of common stock for settlement of vested RSUs	1,844,201	—			—	—		—	—		—		—		—				—			—								Issuance of common stock for settlement of vested RSUs		1,844,201			—							—			—				—			—				—				—				—				—				—
Shares withheld related to net share settlement	Shares withheld related to net share settlement	(147,558)	—			—	—		—	—		(1)		—		—				—			(1)								Shares withheld related to net share settlement		(147,558)			—							—			—				—			—				(1)				—				—				—				(1)
Net income (loss)		—	—			—	—		—	—		—		—		(435)				(48)			(483)
Net loss																		Net loss	—			—			—			—				—			—			—		—		(435)			(48)				(483)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	—	—			—	—		—	—		—		39		—				(9)			30								Other comprehensive income (loss), net of tax		—			—							—			—				—			—				—				39				—				(9)				30
Other	Other	(371)	—			—	—		—	—		—		—		—				—			—								Other		(371)			—							—			—				—			—				—				—				—				—				—
Balance—March 31, 2022	Balance—March 31, 2022	707,897,654	$	—		19,938,089	$	—	(2,944,212)	$	(29)	$	12,348	$	8	$	(14,578)			$	376		$	(1,875)							Balance—March 31, 2022		707,897,654			$	—						19,938,089			$	—			(2,944,212)			$	(29)			$	12,348			$	8			$	(14,578)			$	376			$	(1,875)

Issuance of noncontrolling interests	Issuance of noncontrolling interests	—	—			—	—		—	—		—		—		—				32			32								Issuance of noncontrolling interests		—			—							—			—				—			—				—				—				—				32				32
Stock-based compensation	Stock-based compensation	—	—			—	—		—	—		13		—		—				—			13								Stock-based compensation		—			—							—			—				—			—				13				—				—				—				13
Exercise of stock options	Exercise of stock options	688,491	—			—	—		—	—		2		—		—				—			2								Exercise of stock options		688,491			—							—			—				—			—				2				—				—				—				2
Exercise of warrants	Exercise of warrants	10	—			—	—		—	—		—		—		—				—			—								Exercise of warrants		10			—							—			—				—			—				—				—				—				—				—
Distributions to noncontrolling interests	Distributions to noncontrolling interests	—	—			—	—		—	—		—		—		—				(3)			(3)								Distributions to noncontrolling interests		—			—							—			—				—			—				—				—				—				(3)				(3)
Issuance of common stock for settlement of vested RSUs	Issuance of common stock for settlement of vested RSUs	369,507	—			—	—		—	—		—		—		—				—			—								Issuance of common stock for settlement of vested RSUs		369,507			—							—			—				—			—				—				—				—				—				—
Shares withheld related to net share settlement	Shares withheld related to net share settlement	(29,619)	—			—	—		—	—		—		—		—				—			—								Shares withheld related to net share settlement		(29,619)			—							—			—				—			—				—				—				—				—				—
Net income (loss)		—	—			—	—		—	—		—		—		(577)				(43)			(620)
Net loss																		Net loss	—			—			—			—				—			—			—		—		(577)			(43)				(620)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	—	—			—	—		—	—		—		157		—				(15)			142								Other comprehensive income (loss), net of tax		—			—							—			—				—			—				—				157				—				(15)				142
Other	Other	—	—			—	—		—	—		(3)		—		—				(1)			(4)								Other		—			—							—			—				—			—				(3)				—				—				(1)				(4)
Balance—June 30, 2022	Balance—June 30, 2022	708,926,043	$	—		19,938,089	$	—	(2,944,212)	$	(29)	$	12,360	$	165	$	(15,155)			$	346		$	(2,313)							Balance—June 30, 2022		708,926,043			$	—						19,938,089			$	—			(2,944,212)			$	(29)			$	12,360			$	165			$	(15,155)			$	346			$	(2,313)

Stock-based compensation		—	—			—	—		—	—		13		—		—				—			13
Exercise of stock options		329,528	—			—	—		—	—		1		—		—				—			1
Issuance of common stock in connection with Acquisition		246,440	—			—	—		—	—		1		—		—				—			1
Distributions to noncontrolling interests		—	—			—	—		—	—		—		—		—				—			—
Issuance of common stock for settlement of vested RSUs		252,314	—			—	—		—	—		—		—		—				—			—
Shares withheld related to net share settlement		(1,378)	—			—	—		—	—		—		—		—				—			—
Reclassification of liability classified warrants to equity		—	—			—	—		—	—		4		—		—				—			4
Net income (loss)		—	—			—	—		—	—		—		—		(568)				(51)			(619)
Other comprehensive income (loss), net of tax		—	—			—	—		—	—		—		178		—				(5)			173
Other		—	—			—	—		—	—		(2)		—		—				1			(1)
Balance—September 30, 2022		709,752,947	$	—		19,938,089	$	—	(2,944,212)	$	(29)	$	12,377	$	343	$	(15,723)			$	291		$	(2,741)

The accompanying notes are an integral part of these ~~condensed consolidated financial statements.~~

~~Table of Contents~~

~~WEWORK INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK, NONCONTROLLING INTERESTS AND EQUITY~~

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021~~

~~(UNAUDITED)~~

Convertible Redeemable
Preferred Stock Noncontrolling
(Amounts in millions, except share amounts) Shares Amount Interests
Balance—December 31, 2020 304,791,824 $ 7,666 $ 380
Exercise of warrants 107,312,099 713 —
Net income (loss) — — (30)
Other comprehensive income (loss), net of tax — — (24)
Balance—March 31, 2021 412,103,923 $ 8,379 $ 326
Issuance of shares in connection with convertible note conversion 180,414 — —
Net income (loss) — — (34)
Other comprehensive income (loss), net of tax — — —
Balance—June 30, 2021 412,284,337 $ 8,379 $ 292
Issuance of noncontrolling interests — — 30
Net income (loss) — — (42)
Other comprehensive income (loss), net of tax — — (4)
Balance—September 30, 2021 412,284,337 $ 8,379 $ 276
Consolidated Financial Statements.

~~Table of Contents~~

WeWork Inc. Shareholders' Equity (Deficit)
Accumulated
Common Stock Common Stock Common Stock Additional Other
(Amounts in millions, except share amounts) Class A Class B Class C Paid-In Comprehensive Accumulated Noncontrolling
Shares Amount Shares Amount Shares Amount Capital Income (Loss) Deficit Interests Total
Balance—December 31, 2020 34,297,295 $ — 106,894,492 $ — 20,794,324 $ — $ 2,188 $ (159) $ (9,703) $ 2 $ (7,672)
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C — — — — (105,151) — — — — — —
Issuance of stock for services rendered — — — — — — (2) — — — (2)
Transfer from Class B to Class A 106,894,492 — (106,894,492) — — — — — — — —
Stock-based compensation — — — — — — 68 — — — 68
Exercise of stock options 775,323 — — — — — 1 — — — 1
Transaction with principal shareholder — — — — — — 428 — — — 428
Net income (loss) — — — — — — — — (2,032) — (2,032)
Other comprehensive income (loss), net of tax — — — — — — — 63 — — 63
Balance—March 31, 2021 141,967,110 $ — — $ — 20,689,173 $ — $ 2,684 $ (96) $ (11,736) $ 2 $ (9,146)
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C — — — — (751,084) — — — — — —
Stock-based compensation 721,381 — — — — — 91 — — — 91
Exercise of stock options 3,682,990 — — — — — 11 — — — 11
Cancellation of shares (442,986) — — — — — (10) — — — (10)
Exercise of warrants 408 — — — — — — — — — —
Net income (loss) — — — — — — — — (889) — (889)
Other comprehensive income (loss), net of tax — — — — — — — (20) — — (20)
Other — — — — — — — — — 4 4
Balance—June 30, 2021 145,928,903 $ — — $ — 19,938,089 $ — $ 2,776 $ (116) $ (12,625) $ 6 $ (9,959)
Issuance of stock for services rendered, net of forfeitures — — — — — — — — — — —
Stock-based compensation — — — — — — 4 — — — 4
Exercise of stock options 103,498 — — — — — (3) — — — (3)
Net income (loss) — — — — — — — — (802) — (802)
Other comprehensive income (loss), net of tax — — — — — — — 90 — — 90
Balance—September 30, 2021 146,032,401 $ — — $ — 19,938,089 $ — $ 2,777 $ (27) $ (13,427) $ 6 $ (10,670)

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

Table of Contents

WEWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


		Nine Months Ended September 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021			(Amounts in millions)	2023		2022
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:						Cash Flows from Operating Activities:
Net loss	Net loss	$	(1,768)	$	(3,829)		Net loss	$	(696)	$	(1,139)
Adjustments to reconcile net loss to net cash from operating activities:	Adjustments to reconcile net loss to net cash from operating activities:						Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	Depreciation and amortization	485		535			Depreciation and amortization	304		329

Impairment expense		224		629
Non-cash transaction with principal shareholder		—		428
Impairment expense/(gain on sale)							Impairment expense/(gain on sale)	340		127

Stock-based compensation expense	Stock-based compensation expense	39		164			Stock-based compensation expense	6		26

Issuance of stock for services rendered, net of forfeitures		—		(2)

Non-cash interest expense	Non-cash interest expense	199		158			Non-cash interest expense	57		149
Provision for allowance for doubtful accounts		2		20
(Income) loss from equity method and other investments		13		19
Distribution of income from equity method and other investments		47		3

Non-cash debt extinguishment							Non-cash debt extinguishment	(35)		—
Foreign currency (gain) loss	Foreign currency (gain) loss	368		141			Foreign currency (gain) loss	(51)		201
Change in fair value of financial instruments		(10)		343

Other non-cash operating expenses							Other non-cash operating expenses	15		42

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:						Changes in operating assets and liabilities:
Operating lease right-of-use assets	Operating lease right-of-use assets	882		1,161			Operating lease right-of-use assets	1,895		610
Current and long-term lease obligations	Current and long-term lease obligations	(1,113)		(1,252)			Current and long-term lease obligations	(2,320)		(798)

Accounts receivable and accrued revenue	Accounts receivable and accrued revenue	6		(11)			Accounts receivable and accrued revenue	1		14
Other assets	Other assets	53		(37)			Other assets	4		(22)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(104)		33			Accounts payable and accrued expenses	(42)		(90)
Deferred revenue	Deferred revenue	28		(38)			Deferred revenue	(40)		2
Other liabilities	Other liabilities	1		(6)			Other liabilities	32		14
Deferred income taxes		3		2

Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	(645)		(1,539)			Net cash provided by (used in) operating activities	(530)		(535)
Cash Flows from Investing Activities:	Cash Flows from Investing Activities:						Cash Flows from Investing Activities:
Purchases of property, equipment and capitalized software	Purchases of property, equipment and capitalized software	(270)		(232)			Purchases of property, equipment and capitalized software	(116)		(175)

Change in security deposits with landlords		1		4
Proceeds from asset divestitures and sale of investments, net of cash divested		42		11
Contributions to investments		(6)		(27)
Distributions from investments		18		—

Cash used for acquisitions, net of cash acquired		(9)		—

Other investing							Other investing	(5)		2
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(224)		(244)			Net cash provided by (used in) investing activities	(121)		(173)
Cash Flows from Financing Activities:							Cash Flows from Financing Activities:

Proceeds from issuance of debt							Proceeds from issuance of debt	1,277		350
Proceeds from issuance of stock							Proceeds from issuance of stock	34		—
Repayments of debt							Repayments of debt	(652)		(4)

Debt and equity issuance costs							Debt and equity issuance costs	(48)		(17)

Additions to members’ service retainers							Additions to members’ service retainers	178		213
Refunds of members’ service retainers							Refunds of members’ service retainers	(191)		(169)
Other financing							Other financing	(4)		35
Net cash provided by (used in) financing activities							Net cash provided by (used in) financing activities	594		408
Effects of exchange rate changes on cash, cash equivalents and restricted cash							Effects of exchange rate changes on cash, cash equivalents and restricted cash	(3)		(3)
Net increase (decrease) in cash, cash equivalents and restricted cash							Net increase (decrease) in cash, cash equivalents and restricted cash	(60)		(303)
Cash, cash equivalents and restricted cash—Beginning of period							Cash, cash equivalents and restricted cash—Beginning of period	299		935
Cash, cash equivalents and restricted cash—End of period							Cash, cash equivalents and restricted cash—End of period	$	239	$	632


	June 30,
(Amounts in millions)	2023		2022
Cash and cash equivalents	$	205	$	625
Restricted cash - current (Note 7)	29		—
Cash and cash equivalents held for sale (Note 7)	5		—
Restricted cash (Note 10)	—		7

Cash, cash equivalents and restricted cash, including cash held for sale	$	239	$	632

~~Table of Contents~~

~~WEWORK INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(UNAUDITED) – (CONTINUED)~~

Nine Months Ended September 30,
(Amounts in millions) 2022 2021
Cash Flows from Financing Activities:
Principal payments for property and equipment acquired under finance leases (6) (3)
Proceeds from unsecured related party debt — 1,000
Proceeds from issuance of debt 350 699
Repayments of debt (5) (357)
Debt and equity issuance costs (17) —
Proceeds from exercise of stock options and warrants 5 2
Taxes paid on withholding shares (1) —
Distribution to noncontrolling interests (3) —
Issuance of noncontrolling interests 32 30
Payments for contingent consideration and holdback of acquisition proceeds (1) (2)
Proceeds relating to contingent consideration and holdbacks of disposition proceeds 5 12
Additions to members’ service retainers 319 330
Refunds of members’ service retainers (271) (292)
Net cash provided by (used in) financing activities 407 1,419
Effects of exchange rate changes on cash, cash equivalents and restricted cash (6) (1)
Net increase (decrease) in cash, cash equivalents and restricted cash (468) (365)
Cash, cash equivalents and restricted cash—Beginning of period 935 854
Cash, cash equivalents and restricted cash—End of period $ 467 $ 489

The accompanying notes are an integral part of these ~~condensed consolidated financial statements.~~Consolidated Financial Statements.

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~~WEWORK INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2022~~

~~(UNAUDITED)~~

Note 1. Organization and Business

WeWork Inc.'s core global business offering integrates space, community, services and technology in ~~801~~777 locations, including ~~647~~610 Consolidated Locations (as defined below), around the world as of ~~September 2022.~~June 2023. The Company's membership offerings are designed to accommodate its members' distinct space needs. WeWork provides its members the optionality to choose from a dedicated desk, a private office or a fully customized floor with the flexibility to choose the type of membership that works for them on a monthly subscription basis, through a multi-year membership agreement or on a pay-as-you-go basis.

The Company’s operations are headquartered in New York.

WeWork Companies Inc. was founded in 2010. The We Company was incorporated under the laws of the state of Delaware in April 2019 as a direct wholly-owned subsidiary of WeWork Companies Inc. As a result of various legal entity reorganization transactions undertaken in July 2019, The We Company became the holding company of the Company's business, and the then-stockholders of WeWork Companies Inc. became the stockholders of The We Company. WeWork Companies Inc. is the predecessor of The We Company for financial reporting purposes. Effective October 14, 2020, The We Company changed its legal name to WeWork Inc. ("Legacy WeWork").

On October 20, 2021 (the “Closing Date”), the Company (which was formerly known as BowX Acquisition Corp. (“Legacy BowX”)) consummated ~~its previously announced~~a business combination pursuant to that certain Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), by and among Legacy BowX, a subsidiary of Legacy BowX, and Legacy WeWork. As contemplated by the Merger Agreement, (1) the subsidiary of Legacy BowX merged with and into Legacy WeWork, with Legacy WeWork surviving as a wholly owned subsidiary of Legacy BowX, and (2) immediately thereafter, Legacy WeWork merged with and into another subsidiary of Legacy BowX (such mergers and collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, Legacy BowX changed its name to WeWork Inc., resulting in WeWork Inc. becoming a publicly traded company.

Unless the context indicates otherwise, references in this Form 10-Q to (A) “WeWork”, “the Company,” “we,” “us” and “our” are to the business of WeWork Inc., a Delaware corporation, and its consolidated subsidiaries following the closing of the Business Combination and to (B) “Legacy WeWork” are to WeWork Inc. and its consolidated subsidiaries prior to the closing of the Business Combination. “Legacy BowX” refers to BowX Acquisition Corp. prior to the Business Combination. ~~See Note 3 for further discussion on the Business Combination.~~

The Company holds an indirect general partner interest and indirect limited partner interests in The We Company Management Holdings L.P. (the “WeWork Partnership”). The WeWork Partnership owns 100% of the equity in WeWork Companies ~~LLC.~~LLC (the "Issuer"). The Company, through the WeWork Partnership and WeWork Companies LLC, holds all the assets held by WeWork Companies Inc. prior to the July 2019 legal entity reorganization and is subject to all the liabilities to which WeWork Companies Inc. was subject prior to the 2019 legal entity reorganization.

All references to "SBG" are references to SoftBank Group Corp. or a controlled affiliate or subsidiary thereof, but, unless the context otherwise requires, such references do not include SVF Endurance (Cayman) Limited ("SVFE") or, the SoftBank Vision Fund (AIV M1) L.P. ("SoftBank Vision Fund") or the SoftBank Vision Fund II-2 L.P. ("SVF II").

In October 2019, Legacy WeWork entered into an agreement with SBG and SoftBank Vision Fund for additional equity and debt financing, as well as a number of changes to Legacy WeWork's corporate governance, including changes to the voting rights associated with certain series of Legacy WeWork's capital stock (as subsequently amended, the "Master Transaction Agreement"). The changes associated with this October 2019 agreement, related agreements and amendments entered into subsequent to October 2019, as described throughout these financial statement notes, are collectively referred to as the "SoftBank Transactions." SBG is a principal stockholder of the Company with representation on the Company's ~~board~~Board of ~~directors.~~Directors (the "Board").

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Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation — The accompanying unaudited Condensed Consolidated Financial Statements and notes to the unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or "GAAP") for interim financial reporting. In accordance with such rules and regulations, certain information and accompanying note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, although the Company believes the disclosures included herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal recurring adjustments, which are considered necessary for the fair presentation of the financial position of the Company at ~~September~~June 30, ~~2022~~2023 and the results of operations for the interim periods presented. The operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, ~~2021,~~2022, included in WeWork Inc.'s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, filed on March 29, 2023 (the ~~"2021~~"2022 Form 10-K").

Other than the changes described below, no material changes have been made to the Company's significant accounting policies disclosed in Note 2, Summary of Significant Accounting Policies, in ~~its 2021~~the 2022 Form ~~10-K filed on March 17, 2022.~~10-K. Certain terms not otherwise defined in this Form 10-Q have the meanings specified in the ~~2021~~2022 Form 10-K.

The Business Combination (as defined in Note 1) closed on October 20, 2021, was accounted for as a reverse recapitalization under U.S. GAAP whereby Legacy BowX was determined to be the accounting acquiree, and Legacy WeWork, the accounting acquirer. This accounting treatment is equivalent to Legacy WeWork issuing common stock for the net assets of Legacy BowX, accompanied by a recapitalization. As a result of the Business Combination, prior period share and per share amounts presented in the accompanying unaudited Condensed Consolidated Financial Statements and these related notes have been retroactively converted using the Exchange Ratio (as defined in Note 3).

The Company operates as a single operating segment. See Note 2220 for further discussion on the Company's segment reporting.

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its majority‑owned subsidiaries and variable interest entities ~~(“VIEs”~~("VIEs") for which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.

The Company is required to consolidate entities deemed to be VIEs in which the Company is the primary beneficiary. The Company is considered to be the primary beneficiary of a VIE when the Company has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.

JapanCo, LatamCo, WeCap Manager, and WeCap Holdings Partnership (each as defined in Note 9)8) are the Company's only consolidated VIEs as of ~~September~~June 30, ~~2022.~~2023. See Note 98 for discussion of the consolidated VIE transactions during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022. See Note 109 for discussion of the Company’s non-consolidated VIEs.

Liquidity and Going Concern — The accompanying unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.

Pursuant to ASC 205-40, Presentation of Financial Statements — Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these Condensed Consolidated Financial Statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be

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effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

Evaluation in conjunction with the issuance of the June 30, 2023 unaudited Condensed Consolidated Financial Statements

The Company has incurred net losses of $0.7 billion, $2.3 billion, $4.6 billion, and $3.8 billion, for the six months ended June 30, 2023 and the years ended December 31, 2022, 2021, and 2020, respectively, and negative cash flow from operating activities of $0.5 billion, $0.7 billion, $1.9 billion, and $0.9 billion, respectively for the same periods. The recent macroeconomic environment has caused higher member churn and weaker demand than contemplated under the Company's business plan, specifically in the second quarter of 2023. Consequently, membership as of June 30, 2023 was less than planned, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation.

As of June 30, 2023, the Company had $205 million in cash and cash equivalents, including $46 million held at its consolidated VIEs, and $475 million in delayed draw note commitments, resulting in total liquidity of $680 million. The Company issued $175 million of the delayed draw notes in July 2023. See Note 12 for discussion of the delayed draw notes.

As a result of our losses and our projected cash needs, which have been impacted by the recent increases in member churn, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation:

•Reducing rent and tenancy expense by taking additional restructuring actions and negotiating more favorable lease terms.

•Increasing revenue by reducing member churn and increasing new sales.

•Controlling expenses and limiting capital expenditures.

•Seeking additional capital through the issuance of debt or equity securities, or the sale of assets.

The consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty.

Use of Estimates — The preparation of the unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the ~~Condensed Consolidated Financial Statements,~~consolidated financial statements, and the reported amount of revenues and expenses during the reporting periods.

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Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Actual results could differ from those estimates. The COVID-19 pandemic has adversely affected and may continue to adversely affect the Company's revenues and expenditures. The extent and duration of restrictions imposed by authorities in jurisdictions in which we operate and the overall macroeconomic impact of the pandemic will have an effect on estimates used in the preparation of financial statements. This includes the net operating income assumptions in the Company's long-lived asset impairment testing, ~~the ultimate collectability of accounts receivable due to the effects of COVID-19 on the financial position of WeWork's members,~~ the timing of capital expenditures and fair value measurement changes for assets and liabilities that the Company measures at fair value and its assessment of its ability to continue to meet ~~their~~its obligations as they come due.

The Company's net operating assumptions and liquidity forecasts are based upon continued execution of its operational restructuring program and also includes management's best estimate of the ~~impact that the COVID-19 pandemic and the~~currently evolving macroeconomic landscape, including a potential economic recession, rising interest rates, inflation, and the slower than expected recovery in certain markets from the impact of the COVID-19 pandemic. These macroeconomic factors may continue to have an impact on WeWork's business and its liquidity needs; however, the extent to which the Company's future results and liquidity needs are further

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affected will largely depend on the ~~delays in location openings,~~extent to which our members renew their membership agreements, the effect on demand for WeWork memberships, any permanent shifts in working from home ~~how quickly the Company can resume normal operations~~ and the Company's ongoing lease negotiations with its landlords, among others. WeWork believes continued execution of its operational restructuring program and its current liquidity position will be sufficient to help it mitigate the continued near-term uncertainty. Its assessment assumes a continued growth in its revenues and occupancy. If the Company does not experience a recovery consistent with its projected timing, additional capital sources may be required, the timing and source of which are uncertain. There is no assurance the Company will be successful in securing the additional capital infusions if needed.

Reclassifications — Certain reclassifications have been made to prior years' financial information to conform to the current year presentation. ~~This primarily includes~~These reclassifications include the ~~aggregation~~inclusion of ~~Capitalized software~~5.00% Senior Notes in Long-term debt, net, and the inclusion of $39 million and $29 million during the nine months ended September 30, 2022 and 2021, respectively, and Purchases of property and equipment into one financial statement line item, "Purchases of property, equipment and capitalized software"Warrant liabilities, net in Other liabilities for all periods presented on the Condensed Consolidated Balance Sheets. These reclassifications also include the aggregation of Income (loss) from equity method and other investments, Interest income, and Gain (loss) from change in fair value of warrant liabilities into one financial statement line item, "Other income (expense), net" on the Condensed Consolidated Statements of ~~Cash Flows.~~Operations.

Income Taxes — The Company calculates its quarterly income tax provision pursuant to Accounting Standard Codification ("ASC") 740-270, Income Taxes — Interim Reporting, which provides that a Company cannot recognize a tax benefit in its annual effective tax rate for any jurisdiction with a pre-tax book loss and full valuation allowance (“excluded jurisdictions”). For the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded an income tax ~~benefit (provision)~~provision of ~~$(3)~~$5 million and $3 million, respectively, resulting in effective tax rates of 1.28% and 0.47%, respectively. For the six months ended June 30, 2023 and 2022, the Company recorded an income tax provision of $2 million and $2 million, respectively, resulting in effective tax rates of ~~0.48%~~0.29% and ~~(0.27)%, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded an income tax provision of $5 million, resulting in effective tax rates of 0.28% and 0.13%~~0.18%, respectively. As of ~~September~~June 30, ~~2022 the Company had net deferred income tax liabilities of $2 million~~2023 and ~~as of~~ December 31, ~~2021,~~2022, the Company had net deferred income tax assets of $1$8 million and $2 million, respectively, which were included within other ~~liabilities and other~~ assets ~~respectively,~~ on the accompanying Condensed Consolidated Balance Sheets.

The Company analyzed its various tax positions and did not identify any material uncertain tax positions for the three ~~and nine~~ months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

Tax Asset Preservation Plan

In April 2023, the Company entered into a Tax Asset Preservation Plan with Continental Stock Transfer & Trust Company, as rights agent (the “Tax Asset Preservation Plan”). The purpose of the Tax Asset Preservation Plan is to facilitate the Company’s ability to preserve its NOLs and its other tax attributes in order to be able to offset potential future income taxes for federal income tax purposes. In connection therewith, the Company’s Board declared a dividend of (a) one Class A Right (a “Class A Right”) in respect of each share of Class A Common Stock of the Company and (b) one Class C Right (a “Class C Right” and, together with the Class A Rights, the “Rights”) in respect of each share of Class C Common Stock of the Company. As further set forth in the Tax Asset Preservation Plan, each Class A Right initially represents the right for the holder to purchase from the Company one ten-thousandth (a “Unit”) of a share of Class A common stock for a purchase price equal to the quotient of (x) $8.00 divided by (y) ten thousand, and each Class C Right initially entitles its holder to purchase from the Company, one Unit of a share of Class C common stock for a purchase price equal to the quotient of (x) $8.00 divided by (y) ten thousand, in each case, subject to adjustment pursuant to the terms of the Tax Asset Preservation Plan. The Tax Asset Preservation Plan had no impact on the consolidated financial statements as of June 30, 2023.

Debt modifications and extinguishments — When the Company modifies, exchanges or extinguishes debt, it first evaluates whether such modification, exchange or extinguishment qualifies as a troubled debt restructuring. To qualify as a troubled debt restructuring in accordance with ASC 470-60, Debt — Troubled Debt Restructuring, the debtor must experience a financial difficulty and the creditor must grant a concession to the debtor for economic or legal reasons related to the debtor's financial difficulties. If a troubled debt restructuring has occurred, the Company recognizes a gain on extinguishment of debt equal to the carrying amount of the extinguished debt, net of unamortized deferred financing costs, in excess of the fair value of the assets transferred and undiscounted cash flows specified by the new instruments.

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If a troubled debt restructuring is not determined to have occurred, the Company evaluates the modification in accordance with ASC 470-50, Debt — Modifications and Exchanges. In accordance with ASC 470-50 if the modifications are considered to be substantial, the modification is accounted for as an extinguishment of debt.

Note 3. Supplemental Disclosure of Cash Flow Information


	Six Months Ended June 30,
(Amounts in millions)	2023		2022
Supplemental Cash Flow Disclosures:
Cash paid during the period for interest (net of capitalized interest of none during 2023 and 2022)	$	164	$	116

Cash received for operating lease incentives — tenant improvement allowances	36		73

Other non-cash operating expenses:




Provision for allowance for doubtful accounts	3		2
(Income) loss from equity method and other investments	6		3
Non-cash distribution of income from equity method and other investments	7		—
Distribution of income from equity method and other investments	—		47
Change in fair value of financial instruments	(1)		(10)
Other non-cash operating expenses	15		42
Other investing:
Change in security deposits with landlords	(3)		(2)
Contributions to investments	—		(5)
Distributions from investments	—		18
Cash used for acquisitions, net of cash acquired	—		(9)
Sale of South Africa, net of cash received	(2)		—

Other investing	(5)		2
Other financing:
Principal payments for property and equipment acquired under finance leases	(3)		(2)

Proceeds from exercise of stock options and warrants	1		4
Taxes paid on withholding shares	(1)		(1)
Payments for contingent consideration and holdback of acquisition proceeds	(1)		—
Proceeds relating to contingent consideration and holdbacks of disposition proceeds	—		5
Distributions to noncontrolling interest	—		(3)
Proceeds from issuance of noncontrolling interest	—		32
Other financing	(4)		35
Supplemental Disclosure of Non-cash Investing & Financing Activities:
Property and equipment included in accounts payable and accrued expenses	49		82









Transfer of assets to held for sale, net	105		83
Transfer of liabilities related to assets held for sale, net	93		68
Conversion of debt to equity	605		—
First Lien Notes issued for settlement of fees	25		—

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~~Recently Adopted Accounting Pronouncements~~Additional Debt Financing Disclosures

~~In August 2020, the FASB issued Accounting Standards Update ("ASU") 2020-06,~~ ~~Debt—Debt with Conversion and Other Options~~ ~~(Subtopic 470-20) and~~ ~~Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~ ("ASU 2020-06"). ASU 2020-06 adds a disclosure objective and certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument’s terms and features, by reducing the number of models used to account for convertible instruments, amending diluted earnings per share calculations for convertible instruments, and amending the requirements for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in equity. The Company adopted ASU 2020-06 as of January 1, 2022, which did not have any impact on its Condensed Consolidated Financial Statements.

~~In November 2021, the FASB issued ASU 2021-10,~~ ~~Government Assistance (Topic 832)-Disclosures by Business Entities about Government Assistance~~ ("ASU 2021-10"). ASU 2021-10 requires certain annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The Company has availed itself of certain limited government assistance provided during the COVID-19 pandemic (e.g., government grants). The Company adopted ASU 2021-10 as of January 1, 2022, which did not have any impact on its Condensed Consolidated Financial Statements.

~~In October 2021, the FASB issued ASU 2021-08,~~ ~~Business Combinations(Topic 805) -— Accounting for Contract Assets and Contract Liabilities from Contracts with Customers~~ ("ASU 2021-08"). ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. ASU 2021-08 is effective for public entities for fiscal years beginning after December 15, 2022, including applicable interim periods. The Company adopted ASU 2021-08 as of January 1, 2022, which did not have a material impact on its Condensed Consolidated Financial Statements.

~~Note 3. Reverse Recapitalization and Related Transactions~~

On October 20, 2021, the transactions contemplated by the Merger Agreement closed and, among other things and upon the terms and subject to the conditions of the Merger Agreement, the following occurred:

•At the closing, a wholly owned subsidiary of Legacy BowX merged (the "First Merger") with and into Legacy WeWork, with Legacy WeWork being the surviving entity of the First Merger and as a result becoming a wholly owned subsidiary of Legacy BowX. The surviving entity was renamed New WeWork Inc.

•Immediately following the First Merger, New WeWork Inc. merged (the "Second Merger") with and into BowX Merger Subsidiary II, LLC, a wholly owned subsidiary of Legacy BowX ("Merger Sub II"), with Merger Sub II being the surviving entity of the Second Merger. The surviving entity was renamed WW Holdco LLC.

•~~Legacy BowX was renamed WeWork Inc.~~

At the closing of and in connection the First Merger, the Second Merger and the other transactions described in the Merger Agreement (collectively, the “Business Combination”), the following occurred:

•~~Subscription Agreements.~~ Legacy BowX entered into subscription agreements with certain investors ("PIPE Investors") whereby it issued 80 million shares of common stock for an aggregate purchase price of $800 million, which closed substantially concurrently with the closing of the Business Combination. In addition, Legacy BowX entered into a backstop subscription agreement with DTZ Worldwide (the "Backstop Investor") whereby it would issue up to 15 million shares of the Company's Class A common stock for an aggregate purchase price of up to

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$150 million, depending on the level of public shareholder redemptions. Substantially concurrently with the closing of the Business Combination, the Backstop Investor subscribed for 15 million shares of the Company's Class A common stock for an aggregate purchase price of $150 million.

•~~Exchange of Legacy WeWork Stock.~~ Each outstanding share of Legacy WeWork Class A common stock and all series of Legacy WeWork preferred stock were exchanged for 0.82619 (the "Exchange Ratio") shares of WeWork Inc. Class A common stock. Holders of Legacy WeWork Class C common stock received shares of WeWork Inc. Class C common stock determined by application of the Exchange Ratio. Outstanding options and warrants to purchase Legacy WeWork common stock and restricted stock units ("RSUs") were converted into the right to receive options or warrants to purchase shares of the Company's Class A common stock or RSUs representing the right to receive shares of the Company's Class A common stock, as applicable, on the same terms and conditions that are in effect with respect to such options, warrants or RSUs on the day of the closing of the Business Combination, subject to adjustments using the Exchange Ratio.

•~~First Warrants.~~ The Company issued warrants to SoftBank affiliates to purchase 39,133,649 shares of the Company's Class A common stock at a price per share of $0.01 (the "First Warrants"). The First Warrants were issued as an inducement to obtain SoftBank and its affiliates’ support in effectuating the automatic conversion of Legacy WeWork preferred stock on a one-to-one basis to Legacy WeWork common stock. The First Warrants will expire on the tenth anniversary of the closing of the Business Combination and were recorded to additional paid-in capital in the consolidated balance sheet.

•~~Private and Public Warrants.~~ Prior to the Business Combination, Legacy BowX issued 16,100,000 public warrants ("Public Warrants" or "Sponsor Warrants") and 7,773,333 private placement warrants ("Private Warrants"). Upon closing of the Business Combination, the Company assumed the Public Warrants and the Private Warrants. Each of the Public Warrants and Private Warrants entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants and Private Warrants are exercisable at any time commencing 30 days after the completion of the Business Combination, and terminating five years after the Business Combination.

•~~Legacy BowX Trust Account.~~ ~~The Company received gross cash consideration of $333 million as a result of the reverse recapitalization.~~

•~~Transaction Costs.~~ The Company incurred $69 million of equity issuance costs, consisting of financial advisory, legal, share registration, and other professional fees, which are recorded to additional paid-in capital as a reduction of transaction proceeds.

The above transactions were accounted for as a reverse recapitalization under U.S. GAAP whereby Legacy BowX was determined to be the accounting acquiree and Legacy WeWork, the accounting acquirer. This accounting treatment is equivalent to Legacy WeWork issuing common stock for the net assets of Legacy BowX, accompanied by a recapitalization. The net assets of Legacy BowX are recorded at historical cost whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination are those of Legacy WeWork. As a result of the Business Combination completed on October 20, 2021, prior period share and per share amounts presented in the accompanying Condensed Consolidated Financial Statements and these related notes have been retroactively converted using the Exchange Ratio.

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~~The number of shares of common stock issued immediately following the Business Combination was as follows:~~

Number of Shares
Class A Class C
Legacy WeWork Stockholders 559,124,587 19,938,089
Legacy BowX Sponsor & Sponsor Persons 9,075,000 —
Legacy BowX Public Stockholders 33,293,214 —
PIPE Investors 80,000,000 —
Backstop Investor 15,000,000 —
Total 696,492,801 19,938,089

~~Note 4. Supplemental Disclosure of Cash Flow Information~~

September 30,
(Amounts in millions) 2022 2021
Cash and cash equivalents $ 460 $ 477
Restricted cash 7 12
Cash, cash equivalents and restricted cash $ 467 $ 489

Nine Months Ended September 30,
(Amounts in millions) 2022 2021
Supplemental Cash Flow Disclosures:
Cash paid during the period for interest (net of capitalized interest of none during 2022 and 2021) $ 195 $ 138
Cash received for operating lease incentives — tenant improvement allowances 113 306
Cash received for operating lease incentives — broker commissions — 1
Supplemental Disclosure of Non-cash Investing & Financing Activities:
Property and equipment included in accounts payable and accrued expenses 85 79
Conversion of related party liabilities to Preferred Stock — 712


	Six Months Ended June 30,
(Amounts in millions)	2023		2022
Proceeds from issuance of debt
First Lien Notes	$	500	$	—
Junior LC Tranche	470		350
Secured Notes	300		—
Other loans	7		—
Total proceeds of debt issuances	1,277		350
Repayments of debt
Junior LC Tranche	350		—
Secured Notes	300		—
Other loans	2		4
Total repayments of debt	652		4

Additional ASC 842 Supplemental Disclosures


		Nine Months Ended September 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021			(Amounts in millions)	2023		2022
Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities	Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities	$	1,661	$	1,721		Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities	$	1,070	$	1,119
Cash paid for interest relating to finance leases in operating activities	Cash paid for interest relating to finance leases in operating activities	4		3			Cash paid for interest relating to finance leases in operating activities	1		2
Cash paid for principal relating to finance leases in financing activities	Cash paid for principal relating to finance leases in financing activities	6		3			Cash paid for principal relating to finance leases in financing activities	3		2
Right-of-use assets obtained in exchange for finance lease obligations		—		1

Right-of-use assets obtained in exchange for operating lease obligations, net of modifications and terminations	Right-of-use assets obtained in exchange for operating lease obligations, net of modifications and terminations	(707)		(1,279)			Right-of-use assets obtained in exchange for operating lease obligations, net of modifications and terminations	(2,065)		(497)

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Note 5.4. Restructuring, Impairments and Gains on Sale

In September 2019, the Company initiated an operational restructuring program that included ~~a change in executive leadership and~~ plans for cost reductions that aim to improve the Company's operating performance. Since 2019, the Company has made significant progress toward its operational restructuring goals including divesting or winding down various non-core operations not directly related to its core space-as-a-service offering, significant reductions in costs associated with selling, general and administrative expenses, and improvements to its operating performance through efforts in right-sizing its real estate portfolio to better match supply with demand in certain markets. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company terminated leases associated with a total of 2535 previously opened locations, including 3 locations associated with sale of our net assets in WeWork South Africa (Pty) Ltd, and no pre-open locations compared to 18 previously opened locations and 4 pre-open locations ~~compared to 78 previously opened locations and 3 pre-open locations~~ terminated during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, bringing the total terminations since the beginning of the restructuring to ~~241.~~287.

In conjunction with the efforts to right-size its real estate portfolio, since 2019 the Company has also successfully amended over ~~480~~590 leases for a combination of partial terminations to reduce its leased space, rent reductions, rent deferrals, offsets for tenant improvement allowances and other strategic changes. These amendments and full and partial lease terminations have resulted in an estimated reduction of approximately ~~$10.3~~$12.7 billion in total future undiscounted fixed minimum lease cost payments that were scheduled to be paid over the life of the original executed lease agreements, including changes to the obligations of ~~ChinaCo,~~WeWork South Africa (Pty) Ltd. ("South Africa") which occurred during the period it was consolidated. The sale of South Africa in March 2023 also resulted in a decline of approximately $21 million in our consolidated total future undiscounted fixed minimum lease cost payments based on the future obligations that existed just prior to the sale. Over 5090 of these amendments were executed

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during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, reducing the total future undiscounted fixed minimum lease cost payments by an estimated ~~$1.3~~$2.0 billion. ~~As of September 30, 2022, the Company determined that it would pursue the full or partial termination of approximately 25 leases.~~

In October 2022, the Company determined that it would pursue the termination of approximately 40 additional leases with net assets of approximately $(150) million, primarily consisting of property and equipment of approximately $300 million, right-of-use assets of approximately $750 million, and lease liability of approximately $1.15 billion as of September 30, 2022 included in our Condensed Consolidated Balance Sheets. The Company anticipates that there may be additional impairment, restructuring and related costs during ~~the remainder of 2022 and into~~ 2023, consisting primarily of lease termination charges, other exit costs and costs related to ceased use buildings, as the Company is still in the process of finalizing and implementing its operational restructuring plans. Management is continuing to evaluate the Company's real estate portfolio in connection with its ongoing restructuring efforts and expects to exit additional leases.

Restructuring and other related (gains) costs totaled ~~$(34)~~$(107) million and ~~$16~~$(26) million during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$(190)~~$(165) million and ~~$482~~$(156) million during the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, ~~and 2021.~~respectively. The details of these net charges ~~are~~were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(Amounts in millions) 2022 2021 2022 2021
Employee terminations (1)
$ 7 $ 4 $ 16 $ 549
Ceased use buildings 12 33 40 99
Gains on lease terminations, net (60) (31) (264) (211)
Other, net 7 10 18 45
Total $ (34) $ 16 $ (190) $ 482

~~(1)~~In connection with the Settlement Agreement, as described in Note 21, SBG purchased 24,901,342 shares of Class B Common Stock of the Company from We Holdings LLC, which is Mr. Neumann's affiliated investment vehicle, for a price per share of $23.23, representing an aggregate purchase price of approximately $578 million. The Company recorded $428 million of restructuring and other related (gains) costs in its Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021, which represents the excess between the amount paid from a principal shareholder of the Company to We Holding LLC and the fair value of the stock purchased. Also, in connection with the Settlement Agreement, the WeWork Partnerships Profits Interest Units held by Mr. Neumann in the WeWork Partnership became fully vested and were amended to have a catch-up base amount of $0. The per unit distribution thresholds for the WeWork Partnerships Profits

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Interest Units were also amended to initially be $10.00. In connection with the Settlement Agreement, WeWork Inc. received a third-party valuation of fair market value of the WeWork Partnerships Profits Interest Units, which confirmed that no upward adjustment was needed. As a result of this modification, the Company recorded $102 million of Restructuring and other related (gains) costs in its Condensed Consolidated Statements of Operations for the three months ended March 31, 2021. See Note 9 for details on the conversion of WeWork Partnerships Profits Interests Units.


	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	2023		2022		2023		2022
Employee terminations	$	7	$	7	$	14	$	9
Ceased use buildings	26		12		57		28
Gains on lease terminations, net	(150)		(50)		(257)		(204)

Other, net	10		5		21		11
Total	$	(107)	$	(26)	$	(165)	$	(156)

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, net restructuring liabilities totaled approximately ~~$22~~$114 million and ~~$79~~$53 million, respectively, including ~~$22~~$103 million and ~~$76~~$47 million, respectively, in ~~Accounts~~accounts payable and accrued expenses and $4$13 million and $6$9 million, respectively, in ~~Other~~other liabilities, net of $4$2 million and $3 million, respectively, in receivables from landlords in connection with lease terminations, included in other current assets in the Condensed Consolidated Balance Sheets. A reconciliation of the beginning and ending restructuring liability balances is as follows:


					Nine Months Ended September 30,		Year Ended December 31,					Six Months Ended June 30,		Year Ended December 31,
(Amounts in millions)	(Amounts in millions)	2022	2021	(Amounts in millions)						2023	2022
Restructuring liability — Balance at beginning of period	Restructuring liability — Balance at beginning of period				$	79	$	29	Restructuring liability — Balance at beginning of period			$	53	$	79
Restructuring and other related (gains) costs expensed during the period	Restructuring and other related (gains) costs expensed during the period				(190)		434		Restructuring and other related (gains) costs expensed during the period			(165)		(200)
Cash payments of restructuring liabilities, net (1)	Cash payments of restructuring liabilities, net (1)				(159)		(424)		Cash payments of restructuring liabilities, net (1)			(109)		(213)
Non-cash impact — primarily asset and liability write-offs and stock-based compensation					292		40
Non-cash impact — primarily asset and liability write-offs									Non-cash impact — primarily asset and liability write-offs			335		387

Restructuring liability — Balance at end of period(2)	Restructuring liability — Balance at end of period(2)				$	22	$	79	Restructuring liability — Balance at end of period(2)			$	114	$	53

(1)Includes cash payments received from landlords for terminated leases of ~~$22 million~~none and ~~$18~~$22 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and the year ended December 31, ~~2021,~~2022, respectively.

(2)Includes lease termination fees of $66 million and $25 million included in accounts payables and accrued expenses and $13 million and $9 million in other liabilities as of June 30, 2023 and December 31, 2022, respectively.

In connection with the operational restructuring program and related changes in the Company's leasing plans and planned or completed disposition or wind down of certain non-core operations and projects, the Company has also recorded various other non-routine write-offs, impairments and gains on sale of goodwill, intangibles and various other long-lived assets.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company also performed its quarterly impairment assessment for long-lived assets. As a result of macroeconomic events such as the COVID-19 pandemic and the ongoing conflict between Russia and Ukraine and the resulting declines in revenue and operating income experienced by certain locations as of ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, WeWork identified certain assets whose carrying value was now deemed to have been partially impaired. The Company evaluated its estimates and assumptions related to its locations’ future performance and performed a comprehensive review of its locations’ long-lived assets for impairment, including both

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property and equipment and operating lease right-of-use assets, at an individual location level. Key assumptions used in estimating the fair value of WeWork's location assets in connection with the Company's impairment analyses are revenue growth, lease costs, market rental rates, changes in local real estate markets in which we operate, inflation, and the overall economics of the real estate industry. ~~The Company's assumptions account for the estimated impact of the COVID-19 pandemic and the ongoing conflict between Russia and Ukraine.~~ During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded ~~$25~~$66 million and ~~none,~~$4 million, respectively, in impairments, primarily as a result of decreases in projected cash flows primarily attributable to the impact of COVID-19. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded ~~$64~~$81 million and ~~$31~~$39 million, respectively, in impairments, primarily as a result of decreases in projected cash flows primarily attributable to the impact of COVID-19.

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Non-routine gains and impairment charges totaled ~~$97~~$263 million and ~~$88~~$36 millionduring the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and are included on a net basis as ~~Impairment expense~~impairment expense/(gain on sale) in the accompanying Condensed Consolidated Statements of Operations. Non-routine gains and impairment charges totaled ~~$224~~$340 million and ~~$629~~$127 millionduring the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and are included on a net basis as ~~Impairment expense~~impairment expense/(gain on sale) in the accompanying Condensed Consolidated Statements of Operations. The details of these net charges ~~are~~were as follows:


			Three Months Ended September 30,				Nine Months Ended September 30,								Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022	2021		2022		2021		(Amounts in millions)				2023	2022	2023		2022
Impairment and write-off of long-lived assets associated with restructuring	Impairment and write-off of long-lived assets associated with restructuring		$	72	$	88	$	160		$	599	Impairment and write-off of long-lived assets associated with restructuring			$	196	$	32	$	267	$	88
Impairment expense, other	Impairment expense, other		25		—		64			31		Impairment expense, other			66		4		81		39

Impairment of assets held for sale												Impairment of assets held for sale			1		—		4		—
Gain on sale of assets												Gain on sale of assets			—		—		(12)		—

Gain on sale of assets			—		—		—			(1)

Total	Total		$	97	$	88	$	224		$	629	Total			$	263	$	36	$	340	$	127

Note 6.5. Acquisitions

In March 2022, the Company acquired 100% of the equity of Common Desk Inc. ("Common Desk") for a total consideration of $21 million. Common Desk is a Dallas-based coworking operator with 23 locations in Texas and North Carolina that operates a majority of its locations under asset-light management agreements with landlords.

At closing, the Company transferred to the owners of Common Desk $10 million in cash and $3 million fair value of 489,071 shares of its Class A common stock of the Company. The remaining consideration included a holdback of $3 million payable in cash and contingent consideration payable in 760,969 shares of Class A common stock with a fair value of $5 million at closing. During the three ~~and nine~~ months ended ~~September~~June 30, ~~2022,~~2023, the Company released no holdbacks payable in cash or shares of Class A common stock. During the six months ended June 30, 2023, the Company released $1 million of the holdback payable in cash and ~~246,440~~155,586 shares of Class A common stock with a value of $1$0.1 million. As of ~~September~~June 30, ~~2022, $1 million and $1 million~~2023, no remaining cash consideration was included in ~~Other current liabilities and Other liabilities, respectively.~~other liabilities. As of ~~September~~June 30, ~~2022, $1 million and~~2023, $1 million of contingent consideration payable in Class A common stock was in included in ~~Other current liabilities and Additional~~additional paid-in capital ~~respectively,~~ on the accompanying Condensed Consolidated Balance Sheets. The Company determined the fair value of the contingent consideration based on the likelihood of reaching set milestones. Each period, the contingent consideration will be remeasured to fair market value through the Condensed Consolidated Statements of Operations. During both the three and ~~nine~~six months ended ~~September~~June 30, 2023, the Company recorded a gain of none. During both the three and six months ended June 30, 2022, the Company recorded a gain of $1 million included in ~~Selling,~~selling, general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations.

The ~~preliminary~~ allocation of the total acquisition consideration during the ~~nine~~six months ended ~~September~~June 30, 2022 ~~is estimated~~was as follows:

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	2022
(Amounts in millions)	Acquisitions
Cash and cash equivalents	$	1
Property and equipment	2
Goodwill	10
Finite-lived intangible assets	12
Lease right-of-use assets, net	2
Deferred tax liability	(4)
Lease obligation, net	(2)
Total consideration	$	21

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There were no acquisitions during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2023.

During both the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company did not incur any acquisition transaction costs. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022 the Company incurred acquisition transaction costs of none and $1 million, ~~and none,~~ respectively, included in ~~Selling,~~selling, general and administrative expenses in its Condensed Consolidated Statements of Operations.

Note 7.6. Prepaid Expenses

Prepaid expenses consists of the following:


(Amounts in millions)	(Amounts in millions)	September 30, 2022		December 31, 2021		(Amounts in millions)	June 30, 2023		December 31, 2022
Prepaid member referral fees and deferred sales incentive compensation (Note 16)		$	52	$	52
Prepaid lease cost		34		40
Prepaid member referral fees and deferred sales incentive compensation (Note 14)						Prepaid member referral fees and deferred sales incentive compensation (Note 14)	$	48	$	55
Prepaid lease costs						Prepaid lease costs	32		32
Prepaid income taxes						Prepaid income taxes	28		31
Prepaid software	Prepaid software	22		21		Prepaid software	16		13
Other prepaid expenses	Other prepaid expenses	41		67		Other prepaid expenses	11		7
Total prepaid expenses	Total prepaid expenses	$	149	$	180	Total prepaid expenses	$	135	$	138

Note 8.7. Other Current Assets

Other current assets consists of the following:


(Amounts in millions)	(Amounts in millions)	September 30, 2022		December 31, 2021		(Amounts in millions)	June 30, 2023		December 31, 2022
Assets held for sale (includes $5 and $7 cash as of June 30, 2023 and December 31, 2022, respectively)						Assets held for sale (includes $5 and $7 cash as of June 30, 2023 and December 31, 2022, respectively)	$	157	$	52
Restricted cash						Restricted cash	29		—
Deposits held by landlords						Deposits held by landlords	28		13
Net receivable for value added tax (“VAT”)	Net receivable for value added tax (“VAT”)	$	46	$	124	Net receivable for value added tax (“VAT”)	24		40
Assets held for sale		37		—
Straight-line revenue receivable	Straight-line revenue receivable	25		31		Straight-line revenue receivable	21		24
Deposits held by landlords		19		41

Other current assets	Other current assets	27		42		Other current assets	27		26
Total other current assets	Total other current assets	$	154	$	238	Total other current assets	$	286	$	155

During the year ended December 31, 2022, management had committed to a strategy of disposition for the net assets of its operations in Russia, the United Arab Emirates, and South Africa. The related assets and liabilities are included as a component of other current assets and other current liabilities, respectively, in the accompanying Condensed Consolidated Balance Sheets as of December 31, 2022.

During the six months ended June 30, 2023, the Company sold the net assets of its operations in South Africa. The purchaser assumed the obligations of our South Africa locations and entered into a franchise agreement with the Company. The Company recognized a gain on the sale of its South Africa locations of

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$12 million, including a $4 million transfer of cumulative translation adjustment, included as a component of impairment/(gain on sale) in the accompanying Condensed Consolidated Statements of Operations. During the six months ended June 30, 2023, management had committed to a strategy of disposition for the net assets of its operations in Costa Rica and Peru. As of June 30, 2023, the Company's assets and liabilities located in Russia, Costa Rica and Peru are included as a component of other current assets and other current liabilities, respectively, in the accompanying Condensed Consolidated Balance Sheets.

Note 9.8. Consolidated VIEs and Noncontrolling Interests

As of ~~September~~June 30, ~~2022~~2023 and ~~December 31, 2021,~~2022, JapanCo, LatamCo, WeCap Manager, and WeCap Holdings Partnership are the Company's only consolidated VIEs. The Company is considered to be the primary beneficiary as we have the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance and the right to receive benefits that could potentially be significant to the VIEs. As a result, these entities remain consolidated subsidiaries of the Company and the interests owned by the other investors and the net income or loss and comprehensive income or loss attributable to the other investors are reflected as ~~Redeemable~~redeemable noncontrolling interests and ~~Noncontrolling~~noncontrolling interests on WeWork's Condensed Consolidated Balance Sheets, ~~statements~~Condensed Consolidated Statements of ~~operations~~Operations and ~~statements~~Condensed Consolidated Statements of ~~comprehensive loss,~~Comprehensive Loss, respectively.

The following table includes selected condensed consolidated financial information as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 of the Company's consolidated VIEs, as included in its Condensed Consolidated Financial Statements, in each case, after intercompany eliminations.

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		September 30, 2022				December 31, 2021				June 30, 2023				December 31, 2022
(Amounts in millions)	(Amounts in millions)	SBG JVs(1)		Other VIEs(2)		SBG JVs(1)		Other VIEs(2)			(Amounts in millions)	SBG JVs(1)		Other VIEs(2)		SBG JVs(1)		Other VIEs(2)
Consolidated VIE balance sheets information:
Consolidated VIE Balance Sheets information:											Consolidated VIE Balance Sheets information:
Cash and cash equivalents	Cash and cash equivalents	$	56	$	8	$	101	$	8		Cash and cash equivalents	$	38	$	8	$	55	$	6
Property and equipment, net	Property and equipment, net	495		—		621		—			Property and equipment, net	431		—		498		—
Restricted cash	Restricted cash	2		—		10		—			Restricted cash	—		—		3		—
Total assets	Total assets	2,231		12		2,708		15			Total assets	2,089		12		2,299		10
Long-term debt, net	Long-term debt, net	3		—		6		—			Long-term debt, net	3		—		3		—
Total liabilities	Total liabilities	2,064		2		2,368		3			Total liabilities	2,039		2		2,176		3
Redeemable stock issued by VIEs	Redeemable stock issued by VIEs	80		—		80		—			Redeemable stock issued by VIEs	80		—		80		—
Total net assets(3)		87		10		260		12
Total net (liabilities) assets(3)											Total net (liabilities) assets(3)	(30)		10		43		7

The following tables include selected condensed consolidated financial information for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022, of the Company's consolidated VIEs, as included in its Condensed Consolidated Financial Statements, for the periods they were considered VIEs and in each case, after intercompany eliminations.


		September 30, 2022				September 30, 2021				June 30, 2023				June 30, 2022
(Amounts in millions)	(Amounts in millions)	SBG JVs(1)		Other VIEs(2)		SBG JVs(1)		Other VIEs(2)			(Amounts in millions)	SBG JVs(1)		Other VIEs(2)		SBG JVs(1)		Other VIEs(2)
Consolidated VIE statements of operations information:
Consolidated VIE Statements of Operations information:											Consolidated VIE Statements of Operations information:
Total revenue for the three months ended	Total revenue for the three months ended	$	106	$	1	$	62	$	4		Total revenue for the three months ended	$	126	$	1	$	106	$	8
Total revenue for the nine months ended		310		12		175		11
Total revenue for the six months ended											Total revenue for the six months ended	245		3		204		11
Net income (loss) for the three months ended	Net income (loss) for the three months ended	(52)		(1)		(45)		—			Net income (loss) for the three months ended	(44)		(1)		(66)		5
Net income (loss) for the nine months ended		(189)		4		(109)		—
Net income (loss) for the six months ended											Net income (loss) for the six months ended	(73)		(2)		(137)		5

Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021
(Amounts in millions)
SBG JVs(1)
Other VIEs(2)
SBG JVs(1)
Other VIEs(2)
Consolidated VIE statements of cash flows information:
Net cash provided by (used in) operating activities $ (98) $ 5 $ (76) $ 2
Net cash used in investing activities (13) — (16) —
Net cash provided by (used in) financing activities 42 (6) 28 1

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	Six Months Ended June 30, 2023				Six Months Ended June 30, 2022
(Amounts in millions)	SBG JVs(1)		Other VIEs(2)		SBG JVs(1)		Other VIEs(2)
Consolidated VIE Statements of Cash Flows information:
Net cash provided by (used in) operating activities	$	(29)	$	(3)	$	(81)	$	4
Net cash used in investing activities	(9)		—		(13)		—
Net cash provided by (used in) financing activities	16		4		42		(4)

(1)The “SBG JVs” include JapanCo and LatamCo as of and for the periods that each represented a consolidated VIE. ~~The Company entered into the LatamCo agreement on September 1, 2021 and, as a result, LatamCo results and balances are not included above for the period prior to September 1, 2021.~~ The consent of an affiliate of SoftBank Group Capital Limited is required for any dividends to be distributed by JapanCo and LatamCo. As a result, any net assets of JapanCo and LatamCo would be considered restricted net assets to the Company as of ~~September~~June 30, ~~2022.~~2023. The net assets of the SBG JVs include membership interest in JapanCo issued to affiliates of SBG with liquidation preferences totaling $500 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 and ordinary shares in LatamCo totaling $80 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 that are redeemable upon the occurrence of event that is not solely within the control of the ~~company.~~Company. After reducing the net assets of the SBG JVs by the liquidation preference associated with such membership interest and redeemable ordinary shares, the remaining net assets of the SBG JVs are negative as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

(2)For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, "Other VIEs" includes WeCap Manager and WeCap Holdings Partnership.

(3)Total net assets represents total assets less total liabilities and redeemable stock issued by VIEs after the total assets and total liabilities have both been reduced to remove amounts that eliminate in consolidation.

The assets of consolidated VIEs will be used first to settle obligations of the applicable VIE. Remaining assets may then be distributed to the VIEs' owners, including the Company, subject to the liquidation preferences of certain noncontrolling interest holders and any other preferential distribution provisions contained within the operating agreements of the relevant VIEs. Other than the restrictions relating to the Company’s SBG JVs as discussed in (1) above, third-party approval for the distribution of available net

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assets is not required for the Company’s Other VIEs as of ~~September~~June 30, ~~2022.~~2023. See Note 2018 for a discussion of additional restrictions on the net assets of WeWork Companies LLC.

WeWork Partnership

On October 21, 2021, Mr. Neumann converted 19,896,032 vested WeWork Partnership Profits Interest Units into WeWork Partnership Class A common units. On the date of the conversion notice, the distribution threshold of Mr. Neumann’s vested profits interest units was $10.38, and the catch-up base amount was $0.00 for a conversion fair value of $234 million. The Company recorded the conversion as a ~~Noncontrolling~~noncontrolling interest on its Condensed Consolidated Balance Sheets at the conversion fair value. On December 31, 2021, Mr. Neumann transferred all of his WeWork Partnership Class A Common Units to NAM WWC Holdings, LLC, which is Mr. Neumann’s affiliated investment vehicle. ~~During the three and nine months ended September~~As of June 30, ~~2022,~~2023, NAM WWC Holdings, LLC owned ~~2.73%~~0.93% of the WeWork Partnership and the Company allocated a loss of ~~$16~~$3 million and ~~$43~~$10 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, which was based on the relative ownership interests of Class A common unit holders in the WeWork Partnership in the Company’s Condensed Consolidated Statements of Operations. As of June 30, 2022, NAM WWC Holdings, LLC owned 2.73% of the WeWork Partnership and the Company allocated a loss of $16 million and $27 million for the three and six months ended June 30, 2022, respectively.

JapanCo

During 2017, a consolidated subsidiary of the Company (“JapanCo”) entered into an agreement with an affiliate of SBG for the sale of a 50.0% membership interest in JapanCo for an aggregate contribution of $500 million which was funded over a period of time. ~~As of December 31, 2020, JapanCo had received contributions totaling $400 million. During the nine months ended September 30,~~In April 2022, JapanCo received additional contributions from the members, including an additional contribution of $31 million ~~each~~ from ~~an affiliate~~affiliates of SBG ~~and a subsidiary of the Company~~ resulting in no change in ownership ~~interest.~~interest of JapanCo. In accordance with ASC 810, it was determined that the combined interest of the Company and its related party, the affiliate of SBG, are the primary beneficiary of JapanCo. The Company was also determined to be the related party that is most closely associated to JapanCo as the activities that most significantly impact JapanCo's economic performance are aligned with those of the Company. ~~The noncontrolling interests are reflected in the equity section of the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021.~~ As long as the investors remain shareholders of JapanCo,

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JapanCo will be the exclusive operator of the Company’s WeWork branded space-as-a-service businesses in Japan.

LatamCo

During September 2021, a consolidated subsidiary of the Company (“LatamCo”) entered into an agreement with SoftBank Latin America ~~(SBLA)~~("SBLA"), an affiliate of SBG, for the sale of a 71.0% interest (with up to 49.9% voting power) in LatamCo for an aggregate contribution of $80 million funded through equity and secured promissory notes, in exchange for ordinary shares of LatamCo. As of December 31, 2021, LatamCo received the total contributions totaling $80 million. It was determined that the combined interest of the Company and SBLA, the affiliate of SBG, are the primary beneficiaries of LatamCo. The Company was also determined to be the related party that is most closely associated to LatamCo as the activities that most significantly impact LatamCo's economic performance are aligned with those of the Company. Due to the sell-out rights discussed below, the portion of consolidated equity attributable to the SBLA’s interests in LatamCo are reflected as ~~Redeemable~~redeemable noncontrolling ~~interest~~interests within the mezzanine section of the accompanying Condensed Consolidated Balance Sheets as of ~~September~~June 30, 2023 and December 31, 2022. Upon formation of LatamCo, the Company contributed its businesses in Argentina, Mexico, Brazil, Colombia and Chile (collectively, the "Greater Latin American territory"), committed ~~to fund~~and funded $13 million to LatamCo, and remains as guarantor on certain lease obligations, in exchange for ordinary shares of LatamCo.

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reimbursement obligation in connection with the SoftBank Transactions (as discussed in Note 21). Upon the contribution of its business in Costa Rica, Costa Rica is considered as part of the Greater Latin American territory.

Pursuant to the terms of the agreement, the Company was liable up to $27 million for costs related to the termination of certain leases within the first 12 months of the ~~agreement. As~~agreement, as of September 30, 2022, the Company had incurred $13 million of termination costs. In September 2022, the Company entered into an amended agreement removing the remaining liability for costs related to the termination of certain leases. Pursuant to the terms of the amended agreement, the Company is liable for the monthly reimbursements of certain real estate operating lease costs on certain leases through the end of their lease term, ~~up to~~the remaining liability is approximately $30 million as of ~~September~~June 30, ~~2022.~~2023. The longest lease term extends through 2034.

Pursuant to the terms of the agreement, an additional $60 million may be received by LatamCo from the exercise of SBLA's call options during the first and second year of operations. Further, SBLA maintains sell-out rights based on the performance of LatamCo, exercisable between September 1, 2025 and August 31, 2026, and the Company holds subsequent buy-out rights exercisable between September 1, 2027 and August 31, 2028. The stock associated with SBLA’s sell-out rights was initially recorded based on the fair value at the time of issuance. While SBLA’s ownership interest is not currently redeemable, based on management’s consideration of LatamCo’s expected future operating cash flows, it is not probable at ~~September~~June 30, ~~2022~~2023 that SBLA’s interest will become redeemable. The Company will accrete changes in the carrying value of the noncontrolling interest (redemption value) from the date that it becomes probable that the interest will become redeemable to the earliest redemption date, through an adjustment to additional paid-in capital.

In February 2022, a fully owned subsidiary of the Company contributed its business in Costa Rica, transferring 100% interest to LatamCo, and granted LatamCo the exclusive right to operate the Company’s business in Costa Rica under the WeWork brand, in exchange for a waiver by SBG, an affiliate of SBLA, of its right to be reimbursed by the Company for $7 million of the remaining reimbursement obligation in connection with the SoftBank Transactions (as discussed in Note 19). Upon the contribution of its business in Costa Rica, Costa Rica is considered as part of the Greater Latin American territory.

Provided that certain investors remain shareholders of LatamCo, LatamCo will be the exclusive operator of the Company’s businesses in the Greater Latin American territory.

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WeCap Manager

WeWork Capital Advisors LLC (the "WeCap Manager") is a majority-owned subsidiary of the Company and its controlled affiliates. The WeCap Manager is also 20% owned by another investor and its affiliates (other than the WeCap Manager) (together with the Company, the “Sponsor Group”), a global alternative asset management firm with assets under management across its private equity and real estate platforms. The portion of consolidated equity attributable to the outside investor's interest in the WeCap Manager is reflected as a ~~Noncontrolling~~noncontrolling interest in the equity section of the accompanying Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

The WeCap Manager earns customary management fees, subject to provisions of the governing documents of the WeCap Manager relating to funding of losses incurred by the WeCap Manager. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the WeCap Manager recognized $1$3 million and ~~$12~~$5 million, respectively, in management fee income, which is classified as other revenue as a component of the Company's total revenue on the accompanying Condensed Consolidated Statements of Operations. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the WeCap Manager recognized $4$8 million and $11 million, respectively, in management fee income.

WeCap Holdings Partnership

WeCap Manager and the Sponsor Group (collectively, "WeCap Investment Group") also includes the Company's general partner interests in WPI Fund, ARK Master Fund, and included its investment in DSQ prior to its sale ~~during the three months ended~~in September ~~30,~~ 2022, ~~(each term as defined in Note 10),~~ held through a limited partnership (the "WeCap Holdings Partnership"). The Company consolidates the WeCap Holdings Partnership. Net carried interest distributions earned in respect of the WeCap Investment Group from its investments are distributable to the Company, indirectly through the WeCap Holdings Partnership, based on percentages that vary by the WeCap Investment Group vehicle and range from a 50% to 85% share to the Company of total net carried interest distributions received by the WeCap Holdings Partnership (after a profit participation allocation to certain personnel associated with

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the WeCap Manager). The portion of consolidated equity attributable to outside investor's interest in the WeCap Holdings Partnership is reflected as a ~~Noncontrolling interest~~noncontrolling interests in the equity section of the accompanying Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Primarily because WeWork's investments through the WeCap Holdings Partnership in the underlying real estate acquisition vehicles generally represent a small percentage of the total capital invested by third parties, and the terms on which we have agreed to provide services and act as general partner are consistent with the market for similar arrangements, the underlying real estate acquisition vehicles managed by the WeCap Manager are generally not consolidated in the Company's financial statements (subject to certain exceptions based on the specific facts of the particular vehicle). The Company accounts for its share of the underlying real estate acquisition vehicles as unconsolidated investments under the equity method of accounting. See Note 109 for additional details regarding the holdings of WeCap Holdings Partnership.

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Note ~~10.~~9. Equity Method and Other Investments

The Company's investments consist of the following:


			September 30, 2022					December 31, 2021				June 30, 2023					December 31, 2022
(Amounts in millions, except percentages)	(Amounts in millions, except percentages)		Carrying		Cost		Percentage	Carrying		(Amounts in millions, except percentages)		Carrying		Cost		Percentage	Carrying
Investee	Investee	Investment Type	Value		Basis		Ownership	Value		Investee	Investment Type	Value		Basis		Ownership	Value
IndiaCo(1)	IndiaCo(1)	Equity method investment	$	27	$	105	27.5%	$	34	IndiaCo(1)	Equity method investment	$	30	$	105	27.5%	$	29
WPI Fund(2)	WPI Fund(2)	Equity method investment	25		33		8.0%	93		WPI Fund(2)	Equity method investment	11		36		8.0%	25
Investments held by WeCap Holdings Partnership(3)	Investments held by WeCap Holdings Partnership(3)	Equity method investments	4		5		Various	72		Investments held by WeCap Holdings Partnership(3)	Equity method investments	3		5		Various	4

ChinaCo(4)	ChinaCo(4)	Equity method investment	—		29		19.7%	—		ChinaCo(4)	Equity method investment	—		29		19.7%	—
Other(5)	Other(5)	Various	6		6		Various	1		Other(5)	Various	5		6		Various	5
Total equity method and other investments	Total equity method and other investments		$	62	$	178		$	200	Total equity method and other investments		$	49	$	181		$	63

(1)In June 2020, the Company entered into an agreement with WeWork India Management Private Limited (“IndiaCo”), an affiliate of Embassy Property Developments Private Limited (“Embassy”), to subscribe for new convertible debentures to be issued by IndiaCo in an aggregate principal amount of $100 million (the "2020 Debentures"). During June 2020, $85 million of the principal had been funded, with the remaining $15 million funded in April 2021. The 2020 Debentures earned interest at a coupon rate of 12.5% per annum for the 18-month period beginning in June 2020 which then was reduced to 0.001% per annum and have a maximum term of 10 years. The 2020 Debentures ~~are~~were convertible into equity at the Company’s option after 18 months from June 2020 or upon mutual agreement between the Company, IndiaCo, and Embassy. The Company's investment balance as of December 31, 2021, also includes an aggregate principal amount of approximately $5 million in other convertible debentures issued by IndiaCo that earn interest at a coupon rate of 0.001% per annum and have a maximum term of ten years. During the three months ended September 30, 2022 and 2021, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling none and $2 million, respectively, included in income (loss) from equity method and other investments. During the nine months ended September 30, 2022 and 2021, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling $1 million and $17 million, respectively. Prior to the funding in April 2021, the $15 million unfunded commitment associated with the 2020 Debentures (the "IndiaCo Forward Liability") was included in other current liabilities, relating to the fair value of the credit loss on the forward contract associated with the obligation with such credit loss included in income (loss) from equity method and other investments during the three and nine months ended September 30, 2022 and 2021. During the three months ended September 30, 2022 and 2021, the Company recorded none and $(0.3) million, respectively, in unrealized gain (loss) on available-for-sale securities included in other comprehensive income, net of tax. During the nine months ended September 30, 2022 and 2021, the Company recorded $2 million and $(3) million, respectively, in unrealized gain (loss) on available-for-sale securities included in other comprehensive income, net of tax. During the nine months ended September 30,In January 2022, the Company converted the 2020 Debentures and other convertible debentures into 12,397,510 and 3,375,000 common shares of IndiaCo, respectively, representing an ownership interest in IndiaCo of approximately 27.5%. During both the three months ended June 30, 2023 and 2022, the Company recorded no credit loss valuation allowance on its investments in IndiaCo. During the six months ended June 30, 2023 and 2022, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling none and $1 million, respectively. During both the three months ended June 30, 2023 and 2022, the Company recorded no unrealized gain (loss) on available-for-sale securities. During the six months ended June 30, 2023 and 2022, the Company recorded none and $2 million, respectively, in unrealized gain (loss) on available-for-sale securities included in other comprehensive income, net of tax.

In December 2022, the Company pledged 8,467,347 of its common shares of IndiaCo, representing 14.7% of the securities issued by IndiaCo on a fully diluted basis, as collateral for IndiaCo to enter into a debenture trust deed. As of June 30, 2023 and December 31, 2022, the carrying value of the investment included $0.3 million and $0.4 million, respectively, for the unamortized guarantee.

IndiaCo constructs and operates workspace locations in India using WeWork’s branding, advice and sales model. Per the terms of an agreement between the Company and IndiaCo, the Company also receives a management fee from IndiaCo. The Company recorded $3$2 million and $1$2 million of management fee income from IndiaCo during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and recorded $6$4 million and $5$3 million of management fee income from IndiaCo during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Management fee income is included within service revenue as a component of total revenue in the accompanying Condensed Consolidated Statements of Operations.

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(2)In addition to the general partner interest in the WPI Fund (as discussed and defined below) held by WeCap Holdings Partnership, a wholly owned subsidiary of the WeCap Investment Group also owns an 8% limited partner interest in the WPI Fund. During the three and six months ended June 30, 2023, the Company terminated two operating lease agreements for space in buildings owned by the WPI Fund. In connection with these terminations, the Company agreed to waive its right to receive a distribution from the WPI Fund upon its sale of the buildings in which the leases were held. The Company recorded a downward adjustment of its investment in the WPI Fund of $7 million, included as a component of restructuring and other related (gains) costs on the accompanying Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2023.

(3)As discussed in Note 9,8, the following investments are investments held by WeCap Holdings Partnership, which are accounted for by the WeCap Holdings Partnership as equity method investments:

•"DSQ" — a venture in which WeCap Holdings Partnership owned a 10% equity interest. DSQ owns a commercial real estate portfolio located in London, United Kingdom. During the three and nine months ended September 30, 2022, the Company recorded an other-than-temporary impairment charge of none and $6 million, respectively, included as a component of Income (loss) from equity method investments in the accompanying Condensed Consolidated Statements of Operations. The investment balance also included a note receivable with an outstanding balance of $43 million as of December 31, 2021 that accrued interest at a rate of 5.77% and matures in April 2028. In September 2022, the WeCap Holdings Partnership sold its investment in DSQ, the note receivable and accrued interest of $4 million for proceeds of $46 million resulting in a gain on sale of $0.1 million, included as a component of Income (loss) from equity method investments in the accompanying Condensed Consolidated Statements of Operations.

•"WPI Fund" — a real estate investment fund in which WeCap Holdings Partnership holds the 0.5% general partner interest. The WPI Fund’s focus is acquiring, developing and managing office assets with current or expected vacancy suitable for WeWork occupancy, currently primarily focusing on opportunities in North America and Europe.

•"ARK Master Fund" — an investment fund in which WeCap Holdings Partnership is the general partner and holds a limited partner interest totaling 2% of the fund's invested capital. ARK Master Fund invests in real estate and real estate-related investments that it expects could benefit from the Company’s occupancy or involvement or the involvement of the limited partners of the ARK Master Fund.

(4)In October 2020, the Company deconsolidated ChinaCo and its retained 21.6% ordinary share equity method investment was recorded at a fair value of $26 million plus capitalized legal cost for a total initial cost basis and carrying value as of December 31, 2020 of $29 million. Pursuant to ASC 323-10-35-20, the Company discontinued applying the equity method on the ChinaCo investment when the carrying amount was reduced to zero in the first quarter of 2021. The Company will resume application of the equity method if, during the period the equity method was suspended, the Company's share of unrecognized net income exceeds the Company's share of unrecognized net losses. The Company's remaining interest was diluted down to 19.7% in

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connection with the Second Investment Closing on September 29, 2021. See Note 2119 for details regarding various related party fees payable by ChinaCo to the Company.

(5)The Company ~~holds~~held various other investments as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. In February 2022, the Company purchased shares of Upflex Inc. ("Upflex") Series A Preferred Stock for a total purchase price of $5 million, representing approximately ~~6.10%~~5.38% ownership on a fully diluted basis. Upflex is a coworking aggregator and global flexible workplace startup.

As of ~~September~~June 30, ~~2022,~~2023, the WPI Fund, ARK Master Fund, IndiaCo, ChinaCo and certain other entities in which the Company ~~has~~ or WeCap Holdings Partnership ~~have~~has invested are unconsolidated VIEs. In all cases, neither the Company nor the WeCap Holdings Partnership is the primary beneficiary, as neither the Company nor the WeCap Holdings Partnership ~~have~~has both the power to direct the activities of the entity that most significantly impact the entity’s economic performance and exposure to benefits or losses that could potentially be significant to the VIE. None of the debt held by these investments is recourse to either the Company or the WeCap Holdings Partnership, except for the $4$3 million in lease guarantees provided to landlords of ChinaCo by the Company, and the IndiaCo share pledge, both as described in Note ~~21.~~19. The Company's maximum loss is limited to the amount of its net investment in these VIEs, the $4$3 million in ChinaCo lease guarantees, the fair value of the IndiaCo shares pledged determined to be the lesser of (a) the IndiaCo debentures obtained and (b) the fair value of proceeds on the sale of 8,467,347 shares pledged of IndiaCo, and the unfunded commitments discussed below.

The Company recorded its share of gain (loss) related to its equity method and other investments included as a component of Other income (expense), net in the Condensed Consolidated Statements of Operations as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021			(Amounts in millions)	2023		2022		2023		2022
Income (loss) from equity method investments	Income (loss) from equity method investments	$	(10)	$	5	$	(13)	$	(19)		Income (loss) from equity method investments	$	(4)	$	(9)	$	(6)	$	(3)

No allowance or unrealized gains or losses had been recorded as of ~~September~~June 30, ~~2022. As of~~2023 or December 31, 2021, the Company had recorded a credit loss valuation allowance on its available-for-sale debt securities totaling $63 million. As of December 31, 2021, the Company had recorded unrealized gain (loss) on its available-for-sale debt securities totaling $2 million, included as a component of accumulated other comprehensive income.

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2022.

The table below provides a summary of contributions made to and distributions received from the Company's investments:


		Nine Months Ended September 30,						Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)		2022		2021		(Amounts in millions)		2023		2022
Contributions made to investments	Contributions made to investments		$	(6)	$	(27)	Contributions made to investments		$	—	$	(5)
Distributions received from investments	Distributions received from investments		$	65	$	3	Distributions received from investments		$	—	$	65

As of ~~September~~June 30, ~~2022,~~2023, the Company had a total of ~~$33~~$18 million in unfunded capital commitments to its investments; however, if requested, in each case, the Company may elect to contribute additional amounts in the future.

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Note ~~11.~~10. Other Assets

Other non-current assets ~~consists~~consisted of the following:

(Amounts in millions) September 30, 2022 December 31, 2021
Deferred financing costs, net:
Deferred financing costs, net — SoftBank Senior Unsecured Notes Warrant (1)
$ 301 $ 382
Deferred financing costs, net — 2020 LC Facility Warrant and LC Warrant issued to SBG(1),(2)
105 207
Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to SBG (1)
6 7
Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to third parties (1)
3 8
Total deferred financing costs, net 415 604
Other assets:
Security deposits with landlords 193 237
Long-term receivable for value added tax 55 —
Straight-line revenue receivable 36 40
Other long-term prepaid expenses and other assets 28 32
Total other assets $ 727 $ 913


(Amounts in millions)	June 30, 2023		December 31, 2022






Security deposits with landlords	$	198	$	210
Deferred financing costs, net(1) (including $75 and $384 issued or paid to SBG, net of accumulated amortization as of June 30, 2023 and December 31, 2022, respectively) (Note 12)	98		407
Restricted cash	—		5
Long-term receivable for value added tax	43		55
Straight-line revenue receivable	30		36
Other long-term prepaid expenses and other assets	31		27
Total other assets	$	400	$	740

(1)Amounts are net of accumulated amortization totaling ~~$524~~$646 million and ~~$377~~$581 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. See Note 1412 for amortization incurred during the period.

Note 11. Other Current Liabilities

Other current liabilities consists of the following:


(Amounts in millions)	June 30, 2023		December 31, 2022

Liabilities held for sale (See Note 7)	$	176	$	83
Refunds payable to former members	58		45
Current portion of long-term debt (See Note 12)	24		22





Other current liabilities	47		22
Total other current liabilities	$	305	$	172

Note 12. Long-Term Debt, Net and Interest Expense

Long-term debt, net consists of the following:


(Amounts in millions, except percentages)	Maturity Year	Cash Interest Rate	PIK Interest Rate(1)	June 30, 2023		December 31, 2022

First Lien Notes	2027	7.000%	8.000%	$	525	$	—
Second Lien Notes	2027	5.000%	6.000%	687		—
Second Lien Exchangeable Notes	2027	5.000%	6.000%	188		—
Third Lien Notes	2027	—%	12.000%	23		—
Third Lien Exchangeable Notes	2027	—%	12.000%	270		—
Junior LC Tranche(2)	2025	14.972%	—	470		350
7.875% Senior Notes	2025	7.875%	—	164		669
5.000% Senior Notes	2025	5.000%	—	9		2,200
Other Loans	2023-2026	3.3% - 20.555%	—	27		25
Total Aggregate principal value				2,363		3,244
Premium, net				583		—
Deferred Financing costs, net				(12)		(14)
Current portion of debt (Note 11)				(24)		(22)
Total long-term debt, net				$	2,910	$	3,208

(1)PIK Interest started accruing the day following the closing of the 2023 Debt Restructuring Transactions on May 6, 2023 and is payable by increasing the aggregate principal amount of an outstanding global or certificated note or issuing additional PIK Notes under the First Lien Indenture (each as defined and described below).

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(2)~~During~~As of June 30, 2023, the reimbursement obligations under the Junior LC Tranche bear interest at the Term SOFR Rate with a floor of 0.75%, plus 9.90%.

Principal Maturities — Combined aggregate principal payments for current and long-term debt as of June 30, 2023 were as follows:


(Amounts in millions)	Total
Remainder of 2023	$	5
2024	20
2025	644
2026	1
2027	1,693
2028 and beyond	—
Total minimum payments	$	2,363

Interest Expense — The Company recorded the following Interest expense in the Condensed Consolidated Statements of Operations:


	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	2023		2022		2023		2022
Interest paid or payable	$	89	$	63	$	166	$	123
Deferred financing cost amortization(1)	24		96		68		149
Amortization of premium	(11)		—		(11)		—
Total interest expense	$	102	$	159	$	223	$	272

(1)The three and ~~nine~~six months ended ~~September~~June 30, 2022 ~~none and~~include $47 million ~~respectively,~~ of ~~unamortized~~ deferred financing costs ~~were~~ expensed in connection with the Fourth Amendment to the Credit Agreement (as defined in Note ~~20 and discussed below)~~18).

~~SoftBank~~2023 Debt ~~Financing~~Restructuring Transactions

In March 2023, the Company and certain of its subsidiaries, including the Issuers, entered into a transaction support agreement (the “Transaction Support Agreement”), a backstop commitment agreement (the “Backstop Commitment Agreement”), a securities purchase and commitment agreement (the “SPA”) and certain other support agreements (collectively, the “Transactions Agreements”) relating to a series of contractually committed comprehensive Transactions (as defined below) with an ad hoc group (the “Ad Hoc Group”) of holders of 7.875% Senior Notes and 5.00% Senior Notes, Series II, SBG and certain affiliates thereof, a third party investor and certain other parties thereto, as applicable.

The 2023 Debt Restructuring Transactions (as discussed and described below) decreased and extended the outstanding principal balance of the Company's total debt, excluding deferred financing costs, as follows:

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	Balance Immediately Before the 2023 Debt Restructuring Transactions		Par Value Exchange of Notes, Issuances and Repayments		Issuance of Common Shares		Adjustment to Carrying Value(1)		Premium, net(2)		Balance as of June 30, 2023
(Amounts in millions)
5.00% Senior Notes	$	2,200	$	(806)	$	(560)	$	(825)	$	—	$	9
7.875% Senior Notes	669		(360)		(45)		(100)		—		164
Secured Notes(3)	300		(300)		—		—		—		—
First Lien Notes	—		525		—		—		242		767
Second Lien Notes	—		687		—		—		43		730
Second Lien Exchangeable Notes	—		188		—		—		120		308
Third Lien Notes	—		23		—		—		4		27
Third Lien Exchangeable Notes	—		270		—		—		174		444
Total debt subject to exchange in the 2023 Debt Restructuring Transactions	3,169		227		(605)		(925)		583		2,449
Junior LC Tranche	470										470
Other Loans	27										27
Deferred financing costs, net	(18)										(12)
Current portion of long-term debt	(22)										(24)
Total long-term debt, net(3)	$	3,626									$	2,910

(1)— Includes troubled debt restructuring gain of $49 million included as a component of Other income (expense), net on the accompanying Condensed Consolidated Statement of Operations.

(2)Premium, net to be amortized as a reduction of interest expense through maturity date in 2027. As of the date of the 2023 Debt Restructuring Transactions, the net premium included a premium of $875 million, net of a $281 million discount including $35 million of transaction costs paid to or on behalf of creditors and $241 million of unamortized deferred financing costs previously included as a component of Other Assets on the accompanying Condensed Consolidated Balance Sheet.

(3)Balance immediately before the 2023 Debt Restructuring Transactions included $50 million of Secured Notes issued in April 2023.

In ~~October 2019,~~April 2023, in connection with the ~~SoftBank~~2023 Debt Restructuring Transactions, the Company ~~entered into an agreement~~obtained the approval of its stockholders at a special meeting to, among other things, adopt a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to increase the total number of shares of Class A Common Stock that the Company has the authority to issue from 1,500,000,000 shares to 4,874,958,334 shares. Following such approval, the Company filed the Charter Amendment with ~~SBG~~the Secretary of State of the State of Delaware.

In May 2023, the following transactions were consummated (collectively, the “2023 Debt Restructuring Transactions”):

•The Issuers exchanged $505 million in aggregate principal amount of 7.875% Senior Notes and $541 million in aggregate principal amount of 5.00% Senior Notes, Series II, for ~~additional financing (the "SoftBank Debt Financing"). The agreement included a commitment from SBG for the provision~~(i) $687 million in aggregate principal amount of ~~(i)$1.1 billion in senior secured debt in the form of senior secured notes or a first lien term loan facility (the "SoftBank~~newly issued 11.00% Second Lien Senior Secured ~~Notes"~~PIK Notes due 2027 (with interest per annum payable 5.00% in cash and 6.00% by increasing the outstanding principal amount thereof (“PIK”)) of the Issuers (the “Second Lien Notes”), (ii) ~~$2.2 billion~~$23 million in ~~5.0% senior unsecured notes~~aggregate principal amount of newly issued 12.00% Third Lien Senior Secured PIK Notes due 2027 (with interest per annum payable in PIK only) of the Issuers (the ~~"SoftBank Senior Unsecured Notes"~~“Third Lien Notes”) ~~with associated warrants issued to SoftBank Group Corp. ("SoftBank Obligor") to purchase 71,541,399~~and (iii) 250 million shares of ~~the Company’s Series H-3 Convertible Preferred~~Class A Common Stock or Series H-4 Convertible Preferred Stock at an exercise price of $0.01 per share and (iii) credit support for a $1.75 billion letter of credit facility (the "2020 LC Facility") with associated warrants issued to SoftBank Obligor to purchase 35,770,699 shares of the ~~Company’s Series H-3 Convertible Preferred Stock or Series H-4 Convertible Preferred Stock at an exercise price~~Company, in connection with the consummation of ~~$0.01 per share.~~the Issuers’ separate offers to exchange (the “Exchange Offers”).

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•The Issuers issued and sold $500 million in aggregate principal amount of newly issued 15.00% First Lien Senior Secured PIK Notes due 2027, Series I (with interest per annum payable 7.00% in cash and 8.00% in PIK) of the Issuers (the “First Lien Notes, Series I”), to certain holders who participated in the Exchange Offers. In ~~December 2021, in connection with the LC Facility Extension,~~addition, the Company issued $25 million in aggregate principal amount of First Lien Notes, Series I to the ~~SoftBank Obligor~~members of the Ad Hoc Group party to the Backstop Commitment Agreement, as a ~~warrant~~backstop fee;

•The Issuers and certain entities affiliated with SBG exchanged all of the $1.65 billion in aggregate principal amount of 5.00% Senior Notes, Series I, for (i) $188 million in aggregate principal amount of newly issued 11.00% Second Lien Senior Secured PIK Exchangeable Notes due 2027 (with interest per annum payable 5.00% in cash and 6.00% in PIK) of the Issuers (the ~~"LC Warrant"~~“Second Lien Exchangeable Notes”), (ii) $270 million in aggregate principal amount of newly issued 12.00% Third Lien Senior Secured PIK Exchangeable Notes due 2027 (with interest per annum payable in PIK only) of the Issuers (the “Third Lien Exchangeable Notes”) ~~to purchase 11,923,567~~and (iii) an aggregate of 1.1 billion shares of Class A ~~common stock at~~Common Stock of the Company;

•The Issuers redeemed $300 million in aggregate principal amount of Secured Notes, and the Issuers and SVF II entered into a ~~price per share equal to $0.01.~~

~~SoftBank~~new Master First Lien Senior Secured ~~Notes Commitment~~

~~In March 2021, the Company and StarBright WW LP, an affiliate of SoftBank ("the Note Purchaser") agreed to amend and restate the terms of the Master Senior Secured~~PIK Notes Note Purchase Agreement that governs the SoftBank Senior Secured Notes (as amended and restated, the "A&R NPA") allowing the Company to borrow up to an aggregate principal amount of $550 million of senior secured debt in the form of 7.50% senior secured notes ("Amended Senior Secured Notes").

~~In December 2021, the Company, WW Co-Obligor Inc., a wholly owned subsidiary of WeWork Companies LLC ("WW Co-Obligor"), and the Note Purchaser entered into an amendment to the A&R NPA~~ (the ~~"First A&R NPA Amendment"~~“First Lien NPA”) pursuant to which the ~~Note Purchaser~~Issuers agreed to ~~extend its~~issue and sell, at their option, and SVF II agreed to purchase, from time to time and subject to the terms and conditions set forth therein, up to $300 million in aggregate principal amount of newly issued 15.00% First Lien Senior Secured PIK Notes due 2027, Series II (with interest per annum payable 7.00% in cash and 8.00% in PIK) of the Issuers (the “First Lien Notes, Series II”). In connection with the entry into the First Lien NPA, the Issuers and SVF II terminated SVF II’s existing $500 million commitment under the Secured NPA (the foregoing transactions, the “SoftBank Rollover”); and

•The Company issued and sold 35 million shares of Class A Common Stock in a private placement at a purchase price of $1.15 per share for aggregate proceeds of $40 million to a third party investor pursuant to the SPA. In addition, pursuant to the SPA, the Issuers agreed to issue and sell, at their option, and the third party investor agreed to purchase, from time to time and subject to the terms and conditions set forth therein, up to $175 million in aggregate principal amount of newly issued 15.00% First Lien Senior Secured PIK Notes due 2027, Series III (with interest per annum payable 7.00% in cash and 8.00% in PIK) of the Issuers (the “First Lien Notes, Series III”, and collectively with the First Lien Notes, Series II, the "Delayed Draw Notes" and the First Lien Notes, Series I, the First Lien Notes, Series II, and the First Lien Notes, Series III, collectively, the "First Lien Notes"). Any draw request by the Issuers under the First Lien Notes, Series II and the First Lien Notes, Series III shall be made as follows: (i) the first $250 million under the First Lien Notes, Series II and the first $125 million under the First Lien Notes, Series III shall be drawn ratably; and (ii) the final $50 million under each of the First Lien Notes, Series II and the First Lien Notes, Series III shall be drawn ratably. In July 2023, the Company issued $117 million in aggregate principal balance of First Lien Notes, Series II and $58 million in aggregate principal balance of First Lien Notes, Series III under the First Supplemental Indenture (each as defined below), and $300 million remains available to draw as of the date hereof.

We performed an assessment on a lender by lender basis to identify certain lenders that met the criteria for troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings by Debtors (“ASC 470-60”).

We accounted for the exchange of approximately $855 million principal amount of debt, including 7.875% Senior Notes and 5.00% Senior Notes, Series II (collectively, "Old Notes"), for approximately $641 million principal amount of Second Lien Notes, shares of Class A Common Stock with a fair value of approximately $61 million, as well as the purchase of $467 million principal amount of First Lien Notes as a modification of debt as the lenders did not grant a concession and the difference between the present

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value of the old and new cash flows was less than 10%.

We accounted for the exchange of approximately $98 million principal amount of Old Notes for shares of Class A Common Stock with a fair value of approximately $43 million, as well as the purchase of $8 million principal amount of First Notes as a TDR, resulting in a gain recognition of approximately $40 million, included as a component of Other income (expense), net on the accompanying Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2023. The $40 million gain on extinguishment of debt included a TDR gain on the carrying value adjustment of $49 million, partially offset by a $9 million write-off of deferred financing costs previously included in other assets.

We accounted for the exchange of approximately $93 million principal amount of Old Notes for approximately $46 million principal amount of Second Lien Notes, approximately $23 million principal amount of Third Lien Notes, shares of Class A Common Stock with a fair value of approximately $7 million, as well as the purchase of $25 million of First Lien Notes as a TDR. The TDR did not result in a gain recognition and we established new effective interest rates based on the revised cash flows and the remaining net carrying value of the Old Notes.

We accounted for the exchange of approximately $1.65 billion of 5.00% Senior Notes, Series I and $300 million Secured Notes held by certain entities affiliated with SBG for approximately $188 million principal amount of Second Lien Exchangeable Notes, approximately $270 million principal amount of Third Lien Exchangeable Notes, shares of Class A Common Stock with a fair value of approximately $494 million, the repayment of $300 million of Secured Notes outstanding, as well as a commitment to purchase up to an$300 million of Delayed Draw First Lien Notes, as a TDR. The TDR did not result in a gain recognition, and we established new effective interest rates based on the revised cash flows and the remaining net carrying value of the 5.00% Senior Notes, Series I and Secured Notes.

The Company recognized$111 million in additional paid-in capital for the issuance of approximately 250 million shares of Class A Common Stock, reflecting the fair value of the shares, in exchange for Old Notes. The Company recognized $494 million in additional paid-in capital for the issuance of approximately 1.1 billion shares of Class A Common Stock, reflecting the fair value of the shares, in exchange for 5.00% Senior Notes, Series I held by companies affiliated with SBG. The Company also issued 35 million shares of Class A Common Stock to a third party investor for cash proceeds of approximately $40 million, and recognized $34 million in additional-paid in capital, representing the fair market value of the Company's Class A Common Stock on the date of the SPA. The residual excess $6 million was accounted for as vendor consideration and included as a component of other current liabilities and other liabilities of $2 million and $4 million, respectively, as of June 30, 2023. The vendor consideration will be amortized over the 3-year term of a commercial arrangement entered into with the third party investor as a component of selling, general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations.

The Company assessed all terms and features of the newly issued notes in connection with the 2023 Debt Restructuring Transactions (collectively, the "Exchange Notes") in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Exchange Notes, including the exchange, put and call features. The Company determined that all features of the Exchange Notes were either clearly and closely related with a debt host and did not require bifurcation as a derivative liability, or the fair value of the feature was immaterial to the Company’s consolidated financial statements as of June 30, 2023 due to there being no circumstances or events indicating the possibility of triggering those features being anything but remote.

Transaction costs

In connection with the 2023 Debt Restructuring Transactions, the Company incurred $10 million of costs on behalf of certain creditors related to newly issued notes and recognized them as a debt discount included, net of accumulated amortization, as a component of long-term debt, net, and $3 million of debt

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issuance costs related to the First Lien Notes, Series III and capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of other assets, each on the accompanying Condensed Consolidated Balance Sheets. In addition, the $25 million backstop fee paid to the Ad Hoc Group in the form of newly issued First Lien Notes was recognized as a debt discount, net of accumulated amortization, as a component of long-term debt, net, on the accompanying Condensed Consolidated Balance Sheets. Each of these deferred financing costs will be amortized as a component of interest expense through the maturity of the applicable debt on April 15, 2027.

The Company recognized $28 million of costs as a reduction of additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets, including $6 million of equity issuance costs and $22 million of costs incurred on behalf of a related party.

The Company also incurred none and $12 million of transaction costs during the three and six months ended June 30, 2023, respectively, which were recognized as a component of restructuring and other related (gains) costs on the accompanying Condensed Consolidated Statements of Operations.

First Lien Indenture — The First Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023, by and among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the "First Lien Notes Indenture"), governs three series of notes, each with the same terms: (i) the $525 million in aggregate principal amount of ~~$500 million of the Amended~~First Lien Notes, Series I (15.000% First Lien Senior Secured PIK Notes due 2027, Series I), (ii) the up to $300 million in aggregate principal amount of First Lien Notes, Series II that may be issued and sold by the ~~Company~~Issuers from ~~February 12, 2023~~time to ~~February 12, 2024 (the "First Extension Period"). Pursuant~~time to SVF II (as defined below) pursuant to the First ~~A&R~~Lien NPA ~~Amendment,~~(as defined below) and (iii) the ~~maximum~~up to $175 million in aggregate principal amount of ~~Amended Senior Secured~~First Lien Notes, Series III that may be issued and sold by the Issuers from time to time to a third party investor (the “Third Party Investor”) pursuant to that certain Securities Purchase and Commitment Agreement, dated as of March 17, 2023 (the “Third Party SPA”), by and among the Company, the Issuers and the Third Party Investor.

The First Lien Notes will mature on August 15, 2027 and bear interest at a rate of 15.00% per annum, payable semi-annually in arrears, with 7.00% payable in cash and 8.00% payable in the form of PIK Interest. PIK Interest is payable on each interest date by increasing the aggregate principal amount of an outstanding ~~during~~global note or issuing additional PIK Notes under the First ~~Extension Period cannot~~Lien Indenture (each as defined, and in accordance with the terms set forth, in the First Lien Notes Indenture).

The First Lien Notes and the related guarantees are secured by a first-priority security interest (subject to permitted liens) in the existing and future assets of the Issuers and the Subsidiary Guarantors (as defined below) (other than cash collateral for the Issuer’s letter of credit facilities and certain other exceptions) that secure the Issuer’s letter of credit facilities, the other secured notes and certain other secured indebtedness of the Issuers or any Subsidiary Guarantors in excess of a specified threshold, subject to permitted liens and certain exceptions described herein (the “Collateral”).

The First Lien Notes are guaranteed, jointly and severally, fully and unconditionally, on a senior first-priority basis by each of the Issuer’s wholly-owned restricted subsidiaries that guarantee the Issuer’s obligations under the senior letter of credit facility and junior letter of credit facility under the Credit Agreement, dated as of December 27, 2019 (as amended, waived or otherwise modified from time to time) and certain other subsidiaries of the Issuer (collectively, the “Subsidiary Guarantors”). In addition, the First Lien Notes are guaranteed fully and unconditionally, on a senior unsecured basis, by the Company.

Redemption

Prior to November 1, 2024, the Issuers may redeem the First Lien Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including PIK Interest), if any, to (but not including) the applicable redemption date, plus the applicable “make-whole” premium.

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In addition, at any time and from time to time prior to November 1, 2024, the Issuer may redeem up to 35% of the aggregate principal amount of First Lien Notes at a redemption price equal to 115% of the principal amount thereof, plus accrued and unpaid interest (including PIK Interest), if any, to (but not including) the redemption date, with an amount not to exceed ~~$500 million.~~the net cash proceeds from certain equity offerings.

At any time and from time to time on or after November 1, 2024, the Issuer may redeem the First Lien Notes, in whole or in part, at redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including PIK Interest), if any, to (but not including) the applicable redemption date.

Change of Control

If a Change of Control (as defined in the First Lien Notes Indenture) occurs, the Issuer is required to make an offer to purchase all of the First Lien Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase.

Covenants and Events of Default

The terms of the First Lien Notes Indenture, among other things, substantially limit the Issuer’s ability to (i) declare or pay any dividend or make any distribution; (ii) purchase, redeem, or retire any equity interests of the Issuer held by persons other than the Issuer or a restricted subsidiary; (iii) make any principal payment on, or purchase, repurchase, redeem, or defease any restricted debt; or (iv) make any restricted investment. These covenants are subject to limited exceptions, limitations and qualifications that are described in the First Lien Notes Indenture.

The First Lien Notes Indenture provides for customary events of default (subject in certain cases to grace and cure periods), including with respect to payment defaults, failure to pay certain judgments and certain events of bankruptcy and insolvency. These events of default are subject to a number of important exceptions, limitations and qualifications that are described in the First Lien Notes Indenture.

Second Lien Notes Indenture — The terms of the Second Lien Notes are substantially similar to the terms of the First Lien Notes, except that: (i) the Second Lien Notes bear interest at a rate of 11.00% per annum, payable semi-annually in arrears, with 5.00% per annum payable in cash and 6.00% per annum payable in the form of PIK Interest (as defined, and in accordance with the terms set forth, in the Second Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023, by and among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, (ii) the Second Lien Notes are secured by a second-priority lien on the Collateral and (iii) at any time and from time to time on or after the issue date, the Issuer may redeem the Second Lien Notes, in whole or in part, at 101.0% of the principal amount thereof, plus accrued and unpaid interest (including PIK Interest), if any, to (but not including) the applicable redemption date.

Third Lien Notes Indenture — The terms of the Third Lien Notes are substantially similar to the terms of the First Lien Notes, except that: (i) the Third Lien Notes bear interest at a rate of 12.00% per annum, payable semi-annually in arrears solely in the form of PIK Interest (as defined, and in accordance with the terms set forth, in the Third Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023, by and among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the "Third Lien Notes Indenture")), (ii) the Third Lien Notes are secured by a third-priority lien on the Collateral and (iii) at any time and from time to time on or after the issue date, the Issuer may redeem the Third Lien Notes, in whole or in part, at 101.0% of the principal amount thereof, plus accrued and unpaid interest (including PIK Interest), if any, to (but not including) the applicable redemption date.

Second Lien Exchangeable Notes Indenture — The Second Lien Exchangeable Notes will mature on August 15, 2027 and bear interest at a rate of interest at a rate of 11.00% per annum, payable semi-annually in arrears, with 5.00% per annum payable in cash and 6.00% per annum payable in the form of

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PIK Interest (as defined, and in accordance with the terms set forth, in the Second Lien Exchangeable Notes Indenture, dated as of May 5, 2023, by and among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the "Second Lien Exchangeable Notes Indenture").

The Second Lien Exchangeable Notes and the related guarantees are secured by a second-priority security interest (subject to permitted liens) on the Collateral.

The Second Lien Exchangeable Notes are guaranteed, jointly and severally, fully and unconditionally, on a senior second-priority basis by the Subsidiary Guarantors. In addition, the Second Lien Exchangeable Notes are guaranteed fully and unconditionally, on a senior unsecured basis, by the Company.

Redemption

At any time and from time to time on or after the issue date, the Issuer may redeem the Second Lien Exchangeable Notes, in whole or in part, at 101.0% of the principal amount thereof, plus accrued and unpaid interest (including PIK Interest), if any, to (but not including) the applicable redemption date.

Change of Control

If a Change of Control (as defined in the Second Lien Exchangeable Notes Indenture) occurs, the Issuer is required to make an offer to purchase all of the Second Lien Exchangeable Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the date of purchase.

Covenants and Events of Default

The terms of the Second Lien Exchangeable Notes Indenture, among other things, substantially limit the Issuer’s ability to (i) declare or pay any dividend or make any distribution; (ii) purchase, redeem, or retire any equity interests of the Issuer held by persons other than the Issuer or a restricted subsidiary; (iii) make any principal payment on, or purchase, repurchase, redeem, or defease any restricted debt; or (iv) make any restricted investment. These covenants are subject to limited exceptions, limitations and qualifications that are described in the Second Lien Exchangeable Notes Indenture.

The Second Lien Exchangeable Notes Indenture provides for customary events of default (subject in certain cases to grace and cure periods), including with respect to payment defaults, failure to pay certain judgments and certain events of bankruptcy and insolvency. These events of default are subject to a number of important exceptions, limitations and qualifications that are described in the Second Lien Exchangeable Notes Indenture.

Exchange Mechanics

At any time prior to the close of business on the second scheduled trading day immediately preceding the final maturity date of the Second Lien Exchangeable Notes, holders of the Second Lien Exchangeable Notes shall have the right, at their option, to surrender for exchange all or a portion of the Second Lien Exchangeable Notes at the Exchange Rate (as defined in the Second Lien Exchangeable Notes Indenture). The Exchange Rate is initially set at 832.8614 shares of Class A Common Stock per $1,000 in principal amount exchanged, which reflects a price of $1.20068 per share of Class A Common Stock, which price is equal to 130% the Common Equity VWAP (as defined in the Second Lien Exchangeable Notes Indenture). The Exchange Rate is subject to customary adjustments and anti-dilution protections. The Issuer may satisfy its exchange obligation either solely in cash, with shares of Class A Common Stock of the Company or with a combination of cash and shares of Class A Common Stock of the Company.

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defined in the Second Lien Exchangeable Notes Indenture) existing on the issue date is greater than $250 million and (ii) the Daily VWAP (as defined in the Second Lien Exchangeable Notes Indenture) of the shares of Class A Common Stock for a least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days is greater than or equal to 250% of the Common Equity VWAP (as defined in the Second Lien Exchangeable Notes Indenture), the Issuer shall be required to exchange all of the then outstanding principal amount of Second Lien Exchangeable Notes at the Exchange Rate then in effect.

Third Lien Exchangeable Notes Indenture — The terms of the Third Lien Exchangeable Notes are substantially similar to the terms of the Second Lien Exchangeable Notes, except that: (i) the Third Lien Exchangeable Notes bear interest at a rate of 12.00% per annum, payable semi-annually in arrears solely in the form of PIK Interest (as defined, and in accordance with the terms set forth, in the Third Lien Exchangeable Notes Indenture) and (ii) the Third Lien Exchangeable Notes are secured by a third-priority lien on the Collateral.

First Lien NPA — In connection with the SoftBank Rollover, the Issuers and SVF II entered into that certain Master First Lien Senior Secured PIK Notes Note Purchase Agreement, dated as of May 5, 2023 (the “First Lien NPA”), pursuant to which the Issuers agreed to issue and sell, at their option, and SVF II agreed to purchase, from time to time, up to $300 million in aggregate principal amount of 15.00% First Lien Senior Secured PIK Notes due 2027, Series II (with interest per annum payable 7.00% in cash and 8.00% in PIK) (the “SoftBank Delayed Draw Notes”), issued under the First Lien Notes Indenture. The SoftBank Delayed Draw Notes have the same terms, and are issued under the same indenture, but as a separate series, as the First Lien Notes.

Secured Notes — In November 2022, the ~~Company, WW Co-Obligor,~~Issuers, the ~~Note~~Notes Purchaser and ~~SoftBank Vision Fund II-2 L.P., an affiliate of SoftBank (“~~SVF ~~II”),~~II, entered into a second amendment to the ~~A&R~~Secured NPA ~~(the "Second A&R NPA Amendment")~~ pursuant to which, among other things and subject to the terms and conditions ~~(including completion of the LC Facility extension further described below)~~ set forth therein, (i) the Commitment, Draw Period (each as defined in the ~~A&R~~Secured NPA), and maturity date of the ~~Amended Senior~~ Secured Notes were extended from February 12, 2024 to March 15, 2025 (such period from February 12, 2024 to March 15, 2025, the “Second Extension Period”), (ii) the maximum aggregate principal amount of ~~Amended Senior~~ Secured Notes subject to the Commitment or that may be issued and outstanding at any time was reduced to $500 million , subject to potential additional reductions to approximately $446 million during the Second Extension Period to take into account interest that may accrue and be payable in-kind during such period, (iii) the interest per annum payable on the Secured Notes outstanding during all or a portion of the Second Extension Period will increase from 7.50% to 11.00% during such period and such interest shall be payable in-kind during such period by increasing the principal amount of the ~~Amended Senior~~ Secured Notes then outstanding, (iv) the ~~Note~~Notes Purchaser assigned its rights and obligations under the ~~A&R~~Secured NPA to SVF II and (v) the Company agreed to pay SVF II a commitment fee of ~~$10.0 million, to be paid in quarterly installments beginning on January 10, 2023.~~$10 million. The Company has the ability to draw the ~~Amended Senior~~ Secured Notes under the ~~Second A&R~~Secured NPA ~~Amendment~~ until March 15, ~~2025~~2025. During the three and ~~if drawn,~~six months ended June 30, 2023, the ~~Amended Senior~~Issuers issued and sold $50 million and $300 million, respectively, of Secured Notes ~~will mature on March 15, 2025. The foregoing provisions of the Second A&R NPA Amendment will become effective upon, and subject~~ to the closing of an extension and amendment of the Senior LC Tranche on or before February 28, 2023 (the "Potential Extension"). If the Potential Extension is not consummated on or before that date, the foregoing provisions will not become effective and the terms of the First A&R NPA Amendment will continue to apply with respect to the Amended Senior Secured Notes, other than as otherwise provided in the Second A&R NPA Amendment.

~~As of September 30, 2022 and December 31, 2021, no draw notices had been delivered pursuant to the A&R NPA and no Amended Senior Secured Notes were outstanding.~~

~~SoftBank Senior Unsecured Notes~~

To formalize SBG's October 2019 commitment to provide WeWork Companies LLC with up to $2.2 billion of unsecured debt, on December 27, 2019, WeWork Companies LLC, WW Co-Obligor Inc., a wholly owned subsidiary of WeWork Companies LLC and a co-obligorSVF II under the ~~Senior Notes and the Note Purchaser, entered into a master senior unsecured note purchase agreement (as amended from time to~~

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~~time and as supplemented by that certain waiver dated as of July 7, 2020, the “Master Note Purchase Agreement”).~~

As of September 30, 2022, an aggregate principal amount of $2.2 billion of SoftBank Senior Unsecured Notes were issued to the Note Purchaser and none remained available for draw. The aggregate principal amount of $2.2 billion is reflected as Unsecured notes payable on the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021.

The SoftBank Senior Unsecured Notes have a stated interest rate of 5.0%. However because the associated warrants obligate the Company to issue shares in the future, the implied interest rate upon closing was approximately 11.69%. The SoftBank Senior Unsecured Notes will mature in July 2025.

Secured NPA. In December 2021, WeWork Companies LLC, WW Co-Obligor and the Note Purchaser amended and restated the indenture governing the SoftBank Senior Unsecured Notes to subdivide the notes into two series, one of which consisted of $550 million in aggregate principal amount of 5.00% Senior Notes due 2025 (the "Series II Unsecured Notes") and another consisted of the remaining $1.65 billion in aggregate principal amount of 5.00% Senior Notes due 2025 (the "Series I Unsecured Notes" and, together with the Series II Unsecured Notes, the "Senior Unsecured Notes"),May 2023, in connection with the ~~resale by~~2023 Debt Restructuring Transactions described above, the ~~Note Purchaser (through certain initial purchasers)~~Issuers redeemed $300 million of Secured Notes, and the ~~Series~~Issuers and SVF II ~~Unsecured Notes to qualified investors in a private offering exempt from registration~~terminated SVF II’s existing $500 million commitment under the ~~Securities Act of 1933, as amended. The Series I Unsecured Notes remain held by the Note Purchaser.~~Secured NPA.

~~SoftBank Debt Financing Costs due to SBG~~

In connection with the SoftBank Senior Unsecured Notes, the warrants issued to SoftBank Obligor in December 2019 to purchase 71,541,399 shares of the Company’s Series H-3 Convertible Preferred Stock or Series H-4 Convertible Preferred Stock at an exercise price of $0.01 per share (the "SoftBank Senior Unsecured Notes Warrant"), were valued at $569 million at issuance and capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of Other assets on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. This asset will be amortized into interest expense over the five year life of the SoftBank Senior Unsecured Notes.

~~In connection with the agreement by SoftBank Obligor to provide credit support for the 2020~~Junior LC Facility, the warrants issued to SoftBank Obligor in December 2019 to purchase 35,770,699 shares of the Company’s Series H-3 Convertible Preferred Stock or Series H-4 Convertible Preferred Stock at an exercise price of $0.01 per share (the "2020 LC Facility Warrant"), were valued at $284 million at issuance and capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of Other assets on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. This asset was initially amortized into interest expense from February 10, 2020 through February 10, 2023, and was extended through February 9, 2024 in connection with the LC Facility Extension.

The warrants issued to SoftBank Obligor in December 2021 to purchase 11,923,567 shares of Class A common stock at an exercise price equal to $0.01 per share, were issued in connection with the LC Facility Extension (the "LC Warrant"), were valued at $102 million at issuance and capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of Other assets on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. This asset will be amortized into interest expense from December 6, 2021 through February 9, 2024, the remaining life of the extended 2020 LC Facility.

Tranche — In May 2022, WeWork Companies LLC entered into ~~the Fourth Amendment~~an amendment to the Credit Agreement (as ~~discussed~~defined and ~~defined~~discussed in Note ~~20)~~18) pursuant to which, among other things, the existing 2020 LC Facility was amended and subdivided into the $1.25 billion Senior LC Tranche, which ~~decreases~~was then scheduled to automatically decrease to $1.05 billion in February 2023 and ~~terminates~~terminate in February 2024, and a $350 million Junior LC Tranche ~~that terminates~~which was then scheduled to terminate in November 2023 (both as defined in Note ~~20)~~18). ~~The Fourth Amendment~~In December 2022, the Company entered into a further amendment to the Credit Agreement ~~was~~

~~Table~~(as discussed in Note 18) pursuant to which, among other things, (i) the termination date of ~~Contents~~

the existing Senior LC Tranche was extended to March 14, 2025, and (ii) the Senior LC Tranche was reduced to $1.1 billion, with a further decrease to $930 million on February 10, 2023. The amendments to the Credit Agreement were accounted for under ASC 470-50, Debt - Modifications and Extinguishments, whereby the unamortized deferred financing costs associated with all creditors under the Senior LC

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Tranche will be expensed in proportion to each creditor’s reduction in borrowing capacity. During the three and nine months ended September 30, 2022, the Company expensed none and $47 million, respectively, of such unamortized deferred financing costs included as a component of interest expense on the Condensed Consolidated Statements of Operations. The remaining unamortized costs will be amortized over the term of the amended facility. In connection with the ~~Fourth Amendment~~amendments to the Credit Agreement, $6$14 million of related costs were capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of ~~Other~~other assets on the accompanying Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022.~~

The Company also agreed to reimburse SBG for all fees and expenses incurred in connection with the SoftBank Transactions in an aggregate amount up to $50 million of which $36 million were paid as of December 31, 2021. During the nine months ended September 30, 2022, SBG waived its right to be reimbursed for $7 million of the remaining obligation. During the three and nine months ended September 30, 2022 and year ended December 31, 2021,2023. In February 2023, the Company ~~made no additional payments on these obligations to SBG. As of September 30, 2022 and December 31, 2021, $8 million and $15 million, respectively, were included as~~entered into a component of Accounts payable and accrued expenses on the accompanying Condensed Consolidated Balance Sheets. The Company allocated $20 million of the total costs as deferred financing costs included, net of accumulated amortization within Other assets on the Condensed Consolidated Balance Sheets which will be amortized into interest expense over the life of the debt facility to which it was allocated.

~~SoftBank Debt Financing Costs due to Third Parties~~

As of September 30, 2022 and December 31, 2021, the Company had capitalized a total of $3 million and $8 million, respectively, in net debt issuance costs paid or payable to third parties associated with the SoftBank Debt Financing and related amendments which will be amortized over a ~~three~~- to five-year period. Such costs were capitalized as deferred financing costs and included as a component of Other assets, net of accumulated amortization, on the accompanying Condensed Consolidated Balance Sheets.

~~Note 12. Other Current Liabilities~~

~~Other current liabilities consists of the following:~~

(Amounts in millions) September 30, 2022 December 31, 2021
Liabilities held for sale $ 59 $ —
Refunds payable to former members 47 34
Current portion of long-term debt (See Note 14) 19 29
Other current liabilities 24 15
Total other current liabilities $ 149 $ 78

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~~Note 13. Warrant Liabilities, net~~

~~Warrant liabilities, net consists of the following:~~

(Amounts in millions) September 30, 2022 December 31, 2021
Private warrant liability:
Private warrant liability at issuance $ 18 $ 18
(Gain) loss from change in fair value of warrant liabilities (12) (2)
Less: reclassification to equity (4) —
Total warrant liabilities, net $ 2 $ 16

~~Private Warrants~~ - Prior to the Business Combination, Legacy BowX issued 7,773,333 Sponsor Warrants (also referred to as "Private Warrants") and 16,100,000 public warrants (“Public Warrants”). Upon closing of the Business Combination, the Company assumed the Sponsor Warrants and Public Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The warrants are exercisable commencing 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

The Sponsor Warrants are identical to the Public Warrants, except that (1) the Sponsor Warrants and shares of Class A common stock issuable upon exercise of the Sponsor Warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, (2) the Sponsor Warrants will be non-redeemable (subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees and (3) the initial purchasers and their permitted transferees will have certain registration rights related to the Private Warrants. If the Sponsor Warrants are held by someone other than the initial purchasers or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Private Warrants are recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The fair value measurements of the Private Warrants were considered to be Level 2 fair value measurements in the fair value hierarchy as the Company utilizes the closing price of the Public Warrants as a proxy for the fair value of the Private Warrants. The Private Warrants were valued at $2 million as of September 30, 2022.

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~~Note 14. Long-Term Debt, Net and Interest Expense~~

~~Long-term debt, net consists of the following:~~

Maturity
Year Interest
Rate September 30,
2022 December 31,
2021
(Amounts in millions, except percentages)
Senior Notes:
Outstanding principal balance 2025 7.875% $ 669 $ 669
Less: unamortized debt issuance costs (8) (9)
Total Senior Notes, net 661 660
Junior LC Tranche (Note 20):
Outstanding principal balance(1)
2023 9.593% 350 —
Less: unamortized debt issuance costs (9) —
Total Junior LC Tranche, net 341 —
Other Loans:
Outstanding principal balance 2022 - 2024 2.5% - 3.3% 22 35
Less: current portion of Other Loans (See Note 12) (19) (29)
Total non-current portion Other Loans, net 3 6
Total long-term debt, net $ 1,005 $ 666

~~(1)The reimbursement obligations under the Junior LC Tranche bear interest at the Term SOFR Rate with a floor of 0.75%, plus 6.50%, as~~ further ~~described in Note 20.~~

~~Interest Expense~~ ~~— The Company recorded the following Interest expense in the Condensed Consolidated Statements of Operations:~~

Three Months Ended September 30, Nine Months Ended September 30,
(Amounts in millions) 2022 2021 2022 2021
Interest expense on long-term debt and SoftBank debt financing:
Unsecured notes payable (Note 11) $ 28 $ 28 $ 84 $ 71
2020 LC Facility and LC Debt Facility (Note 20) 22 23 59 62
Senior notes 13 13 39 40
Other 3 — 7 7
Total interest expense on long-term debt 66 64 189 180
Deferred financing costs amortization (Note 11):
SoftBank unsecured deferred financing costs 27 27 81 80
SoftBank LC deferred financing costs(1)
20 24 112 71
Other debt financing costs 3 6 6 8
Total deferred financing costs amortization 50 57 199 159
Total interest expense $ 116 $ 121 $ 388 $ 339

~~(1)The three and nine months ended September 30, 2022, include none and $47 million, respectively, of deferred financing costs expensed in connection with the Fourth Amendment~~amendment to the Credit Agreement (as ~~defined~~discussed in Note ~~20).~~

~~Table of Contents~~

18) pursuant to which, among other things, the Junior LC Tranche was increased to $470 million and extended to terminate in March 2025, and the Senior LC Tranche was increased from $930 million to $960 million.

~~Principal Maturities~~Other Loans — ~~Combined aggregate~~As of June 30, 2023 and December 31, 2022, the Company had various other loans (the “Other Loans”) with outstanding principal ~~payments for current~~amounts of $27 million and ~~long-term~~$25 million, respectively, and interest rates ranging from 3.3% and 20.555%, respectively. During the six months ended June 30, 2023 and 2022, the Company repaid $2 million and $4 million, respectively, of principal and recorded no loss on extinguishment of debt asin connection with the prepayment of ~~September 30, 2022 are as follows:~~principal of Other Loans.

(Amounts in millions) Total
Remainder of 2022 $ 1
2023 369
2024 2
2025 669
2026 —
2027 and beyond —
Total minimum payments $ 1,041

~~See Note 11 for details on the SoftBank Senior Secured Notes Commitment and Note 20 for details on the 2020 LC Facility and Company/SBG Reimbursement Agreement.~~

Note ~~15.~~13. Fair Value Measurements

Recurring Fair Value Measurements

The Company’s assets and liabilities measured at fair value on a recurring basis consisted of the following:


		September 30, 2022									June 30, 2023
(Amounts in millions)	(Amounts in millions)	Level 1		Level 2		Level 3		Total		(Amounts in millions)	Level 1		Level 2		Level 3		Total
Assets:	Assets:									Assets:
Cash equivalents — money market funds and time deposits	Cash equivalents — money market funds and time deposits	$	50	$	—	$	—	$	50	Cash equivalents — money market funds and time deposits	$	5	$	—	$	—	$	5
Total assets measured at fair value	Total assets measured at fair value	$	50	$	—	$	—	$	50	Total assets measured at fair value	$	5	$	—	$	—	$	5

Liabilities:	Liabilities:									Liabilities:
Warrant liabilities, net	Warrant liabilities, net	$	—	$	2	$	—	$	2	Warrant liabilities, net	$	—	$	—	$	—	$	—
Other current liabilities - contingent consideration relating to acquisitions payable in common stock		—		—		1		1
Other current liabilities - contingent consideration relating to acquisitions payable in cash		—		—		1		1

Other liabilities - contingent consideration relating to acquisitions payable in cash	Other liabilities - contingent consideration relating to acquisitions payable in cash	—		—		1		1		Other liabilities - contingent consideration relating to acquisitions payable in cash	—		—		—		—
Total liabilities measured at fair value	Total liabilities measured at fair value	$	—	$	2	$	3	$	5	Total liabilities measured at fair value	$	—	$	—	$	—	$	—

December 31, 2021
(Amounts in millions) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents — money market funds and time deposits $ 611 $ — $ — $ 611
Other investments — available-for-sale convertible notes — — 34 34
Total assets measured at fair value $ 611 $ — $ 34 $ 645
Liabilities:
Warrant Liabilities, net $ — $ 16 $ — $ 16
Total liabilities measured at fair value $ — $ 16 $ — $ 16

~~Table of Contents~~

~~The tables below provide a summary of the changes in assets and liabilities recorded at fair value and classified as Level 3:~~

Nine Months Ended September 30, Year Ended December 31,
(Amounts in millions) 2022 2021
Assets:
Balance at beginning of period $ 34 $ 50
Purchases — 15
Credit loss valuation allowance included in income (loss) from equity method and other investments (1) (19)
Reclassification of forward contract liability to credit valuation allowance upon funding of commitment — (9)
Unrealized (loss) gain on available-for-sale securities included in other comprehensive income — (2)
Accrued interest income — 11
Accrued interest collected (3) (11)
Foreign currency translation (losses) gain included in other comprehensive income 3 (1)
Conversion of available-for-sale securities to equity method investment (Note 10) (33) —
Balance at end of period $ — $ 34

Nine Months Ended September 30, 2022
(Amounts in millions) Balance at Beginning of Period Additions Settlements Change in Fair Value Balance at End of Period
Liabilities:
Other current liabilities - contingent consideration relating to acquisitions payable in common stock $ — $ 3 $ (1) $ (1) $ 1
Other current liabilities - contingent consideration relating to acquisitions payable in cash — 2 (1) — 1
Other liabilities - contingent consideration relating to acquisitions payable in cash — 1 — — 1
Total $ — $ 6 $ (2) $ (1) $ 3

Year Ended December 31, 2021
(Amounts in millions) Balance at Beginning of Period Additions Settlements Change in Fair Value Reclassification to Equity Balance at End of Period
Liabilities:
IndiaCo Forward Contract Liability $ 8 $ — $ (9) $ 1 $ — $ —
SoftBank Senior Unsecured Notes Warrant(1)
279 — (474) 230 (35) —
2020 LC Facility Warrant(2)
140 — (237) 115 (18) —
Total $ 427 $ — $ (720) $ 346 $ (53) $ —

~~(1)~~During the year ended December 31, 2021, 71,541,399 shares of the Company’s Series H-3 Convertible Preferred Stock were issued in connection with the SoftBank Unsecured Notes Warrant and in exchange the Company received $1 million.

~~(2)~~During the year ended December 31, 2021, 35,770,699 shares of the Company’s Series H-3 Convertible Preferred Stock were issued in connection with the 2020 LC Facility Warrant and in exchange the Company received $0.4 million.


	December 31, 2022
(Amounts in millions)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents — money market funds and time deposits	$	27	$	—	$	—	$	27

Total assets measured at fair value	$	27	$	—	$	—	$	27

Liabilities:
Warrant Liabilities, net	$	—	$	1	$	—	$	1
Other liabilities - contingent consideration relating to acquisitions payable in cash	—		—		1		1


Total liabilities measured at fair value	$	—	$	1	$	1	$	2

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	Six Months Ended June 30, 2023
(Amounts in millions)	Balance at Beginning of Period		Additions		Reclassification		Settlements		Change in Fair Value		Balance at End of Period
Liabilities:


Other current liabilities - contingent consideration relating to acquisitions payable in common stock	$	—	$	—	$	—	$	—	$	—	$	—
Other current liabilities - contingent consideration relating to acquisitions payable in cash	—		—		1		(1)		—		—
Other liabilities - contingent consideration relating to acquisitions payable in cash	1		—		(1)		—		—		—
Total	$	1	$	—	$	—	$	(1)	$	—	$	—


	Year Ended December 31, 2022
(Amounts in millions)	Balance at Beginning of Period		Additions		Settlements		Change in Fair Value		Balance at End of Period
Liabilities:
Other current liabilities - contingent consideration relating to acquisitions payable in common stock	$	—	$	3	$	(1)	$	(2)	$	—
Other current liabilities - contingent consideration relating to acquisitions payable in cash	—		2		(2)		—		—
Other liabilities - contingent consideration relating to acquisitions payable in cash	—		1		—		—		1



Total	$	—	$	6	$	(3)	$	(2)	$	1

The total Gain (loss) from change in fair value of warrant liabilities included in the Condensed Consolidated Statements of Operations ~~are~~were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(Amounts in millions) 2022 2021 2022 2021
Selling, general and administrative expenses:
Level 3 liabilities $ (1) $ — $ (1) $ —
Income (loss) from equity method and other investments:
Level 3 liabilities $ — $ — $ — $ (1)
Gain (loss) from change in fair value of warrant liabilities:
Level 2 liabilities $ — $ — $ 10 $ —
Level 3 liabilities:
SoftBank Senior Unsecured Notes Warrant — 5 — (229)
2020 LC Facility Warrant — 2 — (114)
Total Level 3 liabilities — 7 — (343)
Total gain (loss) from change in fair value of warrant liabilities: $ — $ 7 $ 10 $ (343)


	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	2023		2022		2023		2022
Selling, general and administrative expenses:
Level 3 liabilities	$	—	$	(1)	$	—	$	—


Other income (expense), net:
Level 2 liabilities	$	1	$	7	$	1	$	10

The valuation techniques and significant unobservable inputs used in the recurring fair value measurements categorized within Level 3 of the fair value hierarchy ~~are~~were as follows:

September 30, 2022
Fair Value
(in millions) Valuation Technique Significant Unobservable Inputs Range (Weighted Average)
Level 3 Liabilities:
Other current liabilities - contingent consideration relating to acquisitions $ 2 Probability weighted cash flow Probability adjustment 100%
Other liabilities - contingent consideration relating to acquisitions $ 1 Probability weighted cash flow Probability adjustment 100%

June 30, 2023

Fair Value
(in millions)

Valuation Technique

Significant Unobservable Inputs

Range (Weighted Average)

Level 3 Liabilities:

Other current liabilities - contingent consideration relating to acquisitions

—

Probability weighted cash flow

Probability adjustment

100%

Other liabilities - contingent consideration relating to acquisitions

—

Probability weighted cash flow

Probability adjustment

100%

December 31, 2021
Fair Value
(in millions) Valuation Technique Significant Unobservable Inputs Range (Weighted Average)
Level 3 Assets:
Other investments — available-for-sale convertible notes $ 34 Discounted cash flow Price per share $2.22

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December 31, 2022

Fair Value
(in millions)

Valuation Technique

Significant Unobservable Inputs

Range (Weighted Average)

Level 3 Liabilities:

Other current liabilities - contingent consideration relating to acquisitions

—

Probability weighted cash flow

Probability adjustment

100%

Other liabilities - contingent consideration relating to acquisitions

Probability weighted cash flow

Probability adjustment

100%

Other liabilities - IndiaCo share pledge

—

Discounted cash flow

Risk-adjusted discount rate

12.3%

Due to the inherent uncertainty in the valuation process, the estimate of fair value of the Company’s assets and liabilities may differ from values that would have been used had a ready market for the securities existed.

Nonrecurring Fair Value Measurements

Non-financial assets and liabilities measured at fair value in the Condensed Consolidated Financial Statements on a nonrecurring basis consist of certain investments, goodwill, intangibles and other long-lived assets on which impairment adjustments were required to be recorded during the period and assets and related liabilities held for sale which, if applicable, are measured at the lower of their carrying value or fair value less any costs to sell.

~~Table of Contents~~

As of ~~September~~June 30, ~~2022,~~2023, assets held for sale totaling ~~$37~~$157 million and liabilities held for sale totaling ~~$59~~$176 million are included in other current assets and other current liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets. As of December 31, ~~2021, there were no~~2022, assets ~~or related~~held for sale totaling $52 million and liabilities held for sale totaling $83 million are included in other current assets and other current liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, there were $1 million and ~~2021, no~~$4 million, respectively, of impairment charges ~~were~~ recorded related to assets and liabilities classified as held for sale, determined to be Level 2 within the fair value hierarchy based primarily on respective contracts of sale. During the three and six months ended June 30, 2022, there were no impairment charges recorded related to assets and liabilities classified as held for sale were determined to be Level 2 within the fair value hierarchy based primarily on respective contracts of sale.

The Company recorded impairment charges and other write-offs of certain other long-lived assets, impairing such assets to a carrying value of zero, for impairment charges totaling ~~$85~~$228 million and ~~$168~~$280 million during the three and ~~nine~~six months ended ~~September~~June 30, 2023, respectively. The Company recorded impairment charges and other write-offs of certain other long-lived assets, impairing such assets to a carrying value of zero, for impairment charges totaling $3 million and $83 million during the three and six months ended June 30, 2022, respectively. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company also recorded impairment charges totaling ~~$12~~$35 million and ~~$56~~$60 million, respectively, relating to right-of-use assets and property and equipment with an as adjusted remaining carrying value totaling ~~$607~~$980 million as of ~~September~~June 30, ~~2022,~~2023, valued based on Level 3 inputs representing market rent data for the market the right-of-use assets are located in.

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During the three months ended June 30, 2022, the Company recorded an other-than-temporary impairment charge of $6 million related to DSQ, an equity method investee. Based on the extent to which the market value of the Company's investment was less than its carrying value and the Company's intent not to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value, management determined that the decline in fair value was other than temporary in nature. This impairment charge was determined using a bid price (a Level 2 measurement) for the Company’s investments in DSQ, inclusive of the outstanding note receivable. In September 2022, the Company sold ~~it's~~its investments in DSQ for proceeds of $46 million. ~~See Note 10 for details regarding the Company's investments in DSQ and subsequent sale.~~

Other Fair Value Disclosures

The estimated fair value of the Company’s accounts receivable, accounts payable, and accrued expenses approximate their carrying values due to their short maturity periods. As of ~~September~~June 30, ~~2022,~~2023, the estimated fair value of the Company’s ~~Senior Notes,~~long-term debt, excluding unamortized debt issuance costs, was ~~approximately $468 million based on recent trading activity (Level 1).~~ approximately:


		June 30, 2023
(Amounts in millions)	Valuation Technique	Carrying Value(1)		Fair Value
Level 1:
7.875% Senior Notes	Recent trading activity	$	164	$	70
5.000% Senior Notes	Recent trading activity	9		5
Level 3:
First Lien Notes	Discounted cash flow model	767		432
Second Lien Notes	Discounted cash flow model	730		259
Second Lien Exchangeable Notes	Binomial lattice model	308		79
Third Lien Notes	Discounted cash flow model	27		3
Third Lien Exchangeable Notes	Binomial lattice model	444		57

(1)Carrying value of Level 3 notes includes premium, net. See Note 12 for details.

For the remainder of the Company's long-term debt, the carrying value approximated the fair value as of ~~September~~June 30, ~~2022.~~2023.

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Note ~~16.~~14. Revenue Recognition

Disaggregation of Revenue

The following table provides disaggregated detail of the Company's revenue by major source for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021			(Amounts in millions)	2023		2022		2023		2022
ASC 606 membership and service revenue	ASC 606 membership and service revenue	$	610	$	411	$	1,693	$	1,112		ASC 606 membership and service revenue	$	568	$	561	$	1,135	$	1,083
ASC 842 rental and service revenue	ASC 842 rental and service revenue	205		216		670		659			ASC 842 rental and service revenue	272		240		549		465
Total membership and service revenue	Total membership and service revenue	815		627		2,363		1,771			Total membership and service revenue	840		801		1,684		1,548
Other revenue(1)	Other revenue(1)	2		34		34		81			Other revenue(1)	4		14		9		32
Total revenue	Total revenue	$	817	$	661	$	2,397	$	1,852		Total revenue	$	844	$	815	$	1,693	$	1,580

(1)During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized cost of revenue in the amount of $2$(1) million and ~~$29~~$2 million, respectively, and during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized cost of revenue in the amount of ~~$17 million~~none and ~~$61~~$15 million, respectively, in connection with the Company's former Powered by We on-site office design, development and management solutions and costs of providing various other products and services not directly related to the Company’s core space-as-a-service offerings, included in ~~Selling,~~selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

~~Table of Contents~~

Upon the sale of the Company's 424 Fifth Property in March 2020, a wholly owned subsidiary of the Company entered into an escrow and construction agreement with the buyer for approximately $0.2 billion to finalize the core and shell infrastructure work of the property. These funds were held in escrow upon closing of the sale and are available to pay construction costs, contingencies, and cost overruns. The $0.2 billion is expected to be earned by the Company over the period in which the development is completed. During the three months ended September 30, 2022 and 2021, the Company recognized approximately $1 million and $30 million, respectively, in revenue related to this development agreement, included as a component of other revenues. During the nine months ended September 30, 2022 and 2021, the Company recognized approximately $20 million and $53 million, respectively, in revenue related to this development agreement, included as a component of other revenues. At closing, WeWork Companies LLC provided the buyer a guaranty of completion for the core and shell construction work of the property and the Company is obligated for any overruns if the amounts in escrow are not sufficient to cover the required construction costs.

Contract Balances

The following table provides information about contract assets and deferred revenue from contracts with customers recognized in accordance with ASC 606:


							June 30,		December 31,
(Amounts in millions)	(Amounts in millions)	September 30, 2022		December 31, 2021		(Amounts in millions)	2023		2022

Contract assets (included in Accounts receivable and accrued revenue, net)	Contract assets (included in Accounts receivable and accrued revenue, net)	$	1	$	28	Contract assets (included in Accounts receivable and accrued revenue, net)	$	—	$	1
Contract assets (included in Other current assets)	Contract assets (included in Other current assets)	11		10		Contract assets (included in Other current assets)	8		7
Contract assets (included in Other assets)	Contract assets (included in Other assets)	18		14		Contract assets (included in Other assets)	13		17
Deferred revenue	Deferred revenue	(52)		(42)		Deferred revenue	(43)		(51)

Revenue recognized in accordance with ASC 606 during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 included in Deferred revenue as of January 1 of the respective years was $24 million and ~~$36 million, respectively.~~$23 million.

Assets Recognized from the Costs to Obtain a Contract with a Customer

Prepaid member referral fees and deferred sales incentive compensation were included in the following financial statement line items on the accompanying Condensed Consolidated Balance Sheets:


							June 30,		December 31,
(Amounts in millions)	(Amounts in millions)	September 30, 2022		December 31, 2021		(Amounts in millions)	2023		2022
Prepaid expenses	Prepaid expenses	$	52	$	52	Prepaid expenses	$	48	$	55
Other assets	Other assets	23		23		Other assets	19		21

The amortization of these costs is included as a component of ~~Selling,~~selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021			(Amounts in millions)	2023		2022		2023		2022
Amortization of capitalized costs to obtain a contract with a customer	Amortization of capitalized costs to obtain a contract with a customer	$	23	$	18	$	66	$	46		Amortization of capitalized costs to obtain a contract with a customer	$	21	$	22	$	45	$	43

4041

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Allowance for Credit Loss

The following table provides a summary of changes of the allowance for credit loss for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and the year ended December 31, ~~2021:~~2022:


							June 30,		December 31,
(Amounts in millions)	(Amounts in millions)	September 30, 2022		December 31, 2021		(Amounts in millions)	2023		2022
Balance at beginning of period	Balance at beginning of period	$	63	$	108	Balance at beginning of period	$	13	$	63

Provision charged to expense	Provision charged to expense	2		15		Provision charged to expense	3		4
Write-offs	Write-offs	(15)		(43)		Write-offs	(5)		(19)
Changes for member collectability uncertainty(1)		(30)		(16)
Changes for member collectability uncertainty						Changes for member collectability uncertainty	(3)		(33)

Effect of foreign currency exchange rate changes	Effect of foreign currency exchange rate changes	(3)		(1)		Effect of foreign currency exchange rate changes	—		(2)
Balance at end of period	Balance at end of period	$	17	$	63	Balance at end of period	$	8	$	13

~~(1)~~The Company is continuing to actively monitor its accounts receivable balances in response to COVID-19 and also ceased recording revenue on certain existing contracts where collectability is not probable. The Company determined collectability was not probable and did not recognize revenue totaling approximately $6 million on such contracts, net of recoveries and write-offs since 2020, the beginning of the COVID-19 pandemic.

Remaining Performance Obligations

The aggregate amount of the transaction price allocated to the Company's remaining performance obligations that represent contracted customer revenues that have not yet been recognized as revenue as of ~~September~~June 30, ~~2022,~~2023, that will be recognized as revenue in future periods over the life of the customer contracts in accordance with ASC 606 was ~~approximately $1~~over $1.5 billion. Over half of the remaining performance obligation as of ~~September~~June 30, ~~2022~~2023 is scheduled to be recognized as revenue within the next twelve months, with the remaining to be recognized over the remaining life of the customer contracts, the longest of which extends through ~~2034.~~2032.

Approximate future minimum lease cash flows to be received over the next five years and thereafter for non-cancelable membership agreements accounted for as leases in accordance with ASC 842 in effect at ~~September~~June 30, ~~2022 are~~2023 were as follows:


(Amounts in millions)	(Amounts in millions)	ASC 842 Revenue		(Amounts in millions)	ASC 842 Revenue
2022		$	218
2023	2023	609		2023	$	346
2024	2024	328		2024	390
2025	2025	162		2025	158
2026	2026	69		2026	52
2027 and beyond		91
2027				2027	27
2028 and beyond				2028 and beyond	37
Total	Total	$	1,477	Total	$	1,010

The combination of the remaining performance obligation to be recognized as revenue under ASC 606 plus the remaining future minimum lease cash flows of the Company’s member contracts that qualify as leases is comparable to what the Company has historically referred to as “Committed Revenue Backlog”, which totaled ~~approximately $3~~over $2.5 billion as of ~~both September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. The Company has excluded from these amounts contracts with variable consideration where revenue is recognized using the right to invoice practical expedient.

Note ~~17.~~15. Leasing Arrangements

The components of total real estate operating lease cost for leases recorded under ASC 842 ~~are~~were as follows:

~~Table of Contents~~

Three Months Ended September 30, 2022
Reported in:
Selling, Restructuring
Location Pre-opening General and and Other
(Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total
Lease cost contractually paid or payable for the period $ 613 $ 19 $ 4 $ 15 $ 651
Non-cash GAAP straight-line lease cost 29 5 1 1 36
Amortization of lease incentives (67) (3) — (1) (71)
Total real estate operating lease cost $ 575 $ 21 $ 5 $ 15 $ 616
Early termination fees and related (gain)/loss $ — $ — $ — $ (60) $ (60)

Nine Months Ended September 30, 2022
Reported in:
Selling, Restructuring
Location Pre-opening General and and Other
(Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total
Lease cost contractually paid or payable for the period $ 1,860 $ 80 $ 12 $ 36 $ 1,988
Non-cash GAAP straight-line lease cost 89 35 1 7 132
Amortization of lease incentives (203) (13) (1) (3) (220)
Total real estate operating lease cost $ 1,746 $ 102 $ 12 $ 40 $ 1,900
Early termination fees and related (gain)/loss $ — $ — $ — $ (264) $ (264)

Three Months Ended September 30, 2021
Reported in:
Selling, Restructuring
Location Pre-opening General and and Other
(Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total
Lease cost contractually paid or payable for the period $ 608 $ 18 $ 10 $ 30 $ 666
Non-cash GAAP straight-line lease cost 68 26 — 4 98
Amortization of lease incentives (69) (5) (1) (4) (79)
Total real estate operating lease cost $ 607 $ 39 $ 9 $ 30 $ 685
Early termination fees and related (gain)/loss $ — $ — $ — $ (31) $ (31)

Nine Months Ended September 30, 2021
Reported in:
Selling, Restructuring
Location Pre-opening General and and Other
(Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total
Lease cost contractually paid or payable for the period $ 1,908 $ 74 $ 30 $ 118 $ 2,130
Non-cash GAAP straight-line lease cost 199 52 1 5 257
Amortization of lease incentives (211) (15) (2) (15) (243)
Total real estate operating lease cost $ 1,896 $ 111 $ 29 $ 108 $ 2,144
Early termination fees and related (gain)/loss $ — $ — $ — $ (211) $ (211)

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	Three Months Ended June 30, 2023
		Reported in:
							Selling,		Restructuring
			Location		Pre-opening		General and		and Other
(Amounts in millions)			Operating Expenses		Location Expenses		Administrative Expenses		Related (Gains) Costs		Total
Lease cost contractually paid or payable for the period			$	628	$	4	$	4	$	23	$	659
Non-cash GAAP straight-line lease cost			16		5		—		3		24
Amortization of lease incentives			(67)		(1)		—		(3)		(71)
Total real estate operating lease cost			$	577	$	8	$	4	$	23	$	612

Early termination fees and related (gain)/loss			$	—	$	—	$	—	$	(150)	$	(150)


	Six Months Ended June 30, 2023
		Reported in:
							Selling,		Restructuring
			Location		Pre-opening		General and		and Other
(Amounts in millions)			Operating Expenses		Location Expenses		Administrative Expenses		Related (Gains) Costs		Total
Lease cost contractually paid or payable for the period			$	1,246	$	9	$	7	$	54	$	1,316
Non-cash GAAP straight-line lease cost			37		7		—		6		50
Amortization of lease incentives			(132)		(2)		—		(6)		(140)
Total real estate operating lease cost			$	1,151	$	14	$	7	$	54	$	1,226

Early termination fees and related (gain)/loss			$	—	$	—	$	—	$	(257)	$	(257)


	Three Months Ended June 30, 2022
		Reported in:
							Selling,
			Location		Pre-opening		General and		Restructuring
(Amounts in millions)			Operating Expenses		Location Expenses		Administrative Expenses		and Other Related Costs		Total
Lease cost contractually paid or payable for the period			$	623	$	28	$	3	$	9	$	663
Non-cash GAAP straight-line lease cost			30		14		—		2		46
Amortization of lease incentives			(66)		(5)		—		(1)		(72)
Total real estate operating lease cost			$	587	$	37	$	3	$	10	$	637
Early termination fees and related (gain)/loss			$	—	$	—	$	—	$	(50)	$	(50)

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	Six Months Ended June 30, 2022
		Reported in:
							Selling,
			Location		Pre-opening		General and		Restructuring
(Amounts in millions)			Operating Expenses		Location Expenses		Administrative Expenses		and Other Related Costs		Total
Lease cost contractually paid or payable for the period			$	1,247	$	61	$	8	$	21	$	1,337
Non-cash GAAP straight-line lease cost			60		30		—		6		96
Amortization of lease incentives			(136)		(10)		(1)		(2)		(149)
Total real estate operating lease cost			$	1,171	$	81	$	7	$	25	$	1,284
Early termination fees and related (gain)/loss			$	—	$	—	$	—	$	(204)	$	(204)

The Company's total ASC 842 operating lease costs ~~include~~included both fixed and variable components as follows:


		Three Months Ended September 30, 2022								Three Months Ended June 30, 2023
		Reported in:											Reported in:
						Selling,		Restructuring											Selling,		Restructuring
		Location		Pre-opening		General and		and Other							Location		Pre-opening		General and		and Other
(Amounts in millions)	(Amounts in millions)	Operating Expenses		Location Expenses		Administrative Expenses		Related (Gains) Costs			Total			(Amounts in millions)	Operating Expenses		Location Expenses		Administrative Expenses		Related (Gains) Costs		Total
Fixed real estate lease costs	Fixed real estate lease costs	$	479	$	18	$	4	$	9		$	510		Fixed real estate lease costs	$	457	$	6	$	3	$	19	$	485
Fixed equipment and other lease costs	Fixed equipment and other lease costs	—		—		—		—			—			Fixed equipment and other lease costs	—		—		—		—		—

Total fixed lease costs	Total fixed lease costs	$	479	$	18	$	4	$	9		$	510		Total fixed lease costs	$	457	$	6	$	3	$	19	$	485

Variable real estate lease costs	Variable real estate lease costs	$	95	$	3	$	1	$	6		$	105		Variable real estate lease costs	$	120	$	2	$	1	$	4	$	127
Variable equipment and other lease costs	Variable equipment and other lease costs	1		—		—		—			1			Variable equipment and other lease costs	1		—		—		—		1

Total variable lease costs	Total variable lease costs	$	96	$	3	$	1	$	6		$	106		Total variable lease costs	$	121	$	2	$	1	$	4	$	128


		Nine Months Ended September 30, 2022		Six Months Ended June 30, 2023
			Reported in:				Reported in:
										Selling,		Restructuring									Selling,		Restructuring
					Location			Pre-opening		General and		and Other					Location		Pre-opening		General and		and Other
(Amounts in millions)	(Amounts in millions)				Operating Expenses			Location Expenses		Administrative Expenses		Related (Gains) Costs		Total		(Amounts in millions)	Operating Expenses		Location Expenses		Administrative Expenses		Related (Gains) Costs		Total
Fixed real estate lease costs	Fixed real estate lease costs				$	1,442		$	89	$	11	$	32	$	1,574	Fixed real estate lease costs	$	924	$	12	$	6	$	49	$	991
Fixed equipment and other lease costs	Fixed equipment and other lease costs				—			—		—		—		—		Fixed equipment and other lease costs	—		—		—		—		—

Total fixed lease costs	Total fixed lease costs				$	1,442		$	89	$	11	$	32	$	1,574	Total fixed lease costs	$	924	$	12	$	6	$	49	$	991

Variable real estate lease costs	Variable real estate lease costs				$	304		$	13	$	1	$	8	$	326	Variable real estate lease costs	$	227	$	2	$	1	$	5	$	235
Variable equipment and other lease costs	Variable equipment and other lease costs				3			—		—		—		3		Variable equipment and other lease costs	1		—		—		—		1

Total variable lease costs	Total variable lease costs				$	307		$	13	$	1	$	8	$	329	Total variable lease costs	$	228	$	2	$	1	$	5	$	236

Three Months Ended September 30, 2021
Reported in:
Selling, Restructuring
Location Pre-opening General and and Other
(Amounts in millions) Operating Expenses Location Expenses Administrative Expenses Related (Gains) Costs Total
Fixed real estate lease costs $ 497 $ 35 $ 8 $ 27 $ 567
Fixed equipment and other lease costs — — — — —
Total fixed lease costs $ 497 $ 35 $ 8 $ 27 $ 567
Variable real estate lease costs $ 110 $ 4 $ 1 $ 3 $ 118
Variable equipment and other lease costs 1 — — 1 2
Total variable lease costs $ 111 $ 4 $ 1 $ 4 $ 120

4344

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		Nine Months Ended September 30, 2021		Three Months Ended June 30, 2022
			Reported in:				Reported in:
										Selling,		Restructuring									Selling,
					Location			Pre-opening		General and		and Other					Location		Pre-opening		General and		Restructuring
(Amounts in millions)	(Amounts in millions)				Operating Expenses			Location Expenses		Administrative Expenses		Related (Gains) Costs		Total		(Amounts in millions)	Operating Expenses		Location Expenses		Administrative Expenses		and Other Related Costs		Total
Fixed real estate lease costs	Fixed real estate lease costs				$	1,555		$	96	$	26	$	96	$	1,773	Fixed real estate lease costs	$	481	$	33	$	3	$	9	$	526
Fixed equipment and other lease costs	Fixed equipment and other lease costs				1			—		—		—		1		Fixed equipment and other lease costs	—		—		—		—		—

Total fixed lease costs	Total fixed lease costs				$	1,556		$	96	$	26	$	96	$	1,774	Total fixed lease costs	$	481	$	33	$	3	$	9	$	526

Variable real estate lease costs	Variable real estate lease costs				$	341		$	15	$	3	$	12	$	371	Variable real estate lease costs	$	106	$	4	$	—	$	1	$	111
Variable equipment and other lease costs	Variable equipment and other lease costs				2			—		—		1		3		Variable equipment and other lease costs	1		—		—		—		1

Total variable lease costs	Total variable lease costs				$	343		$	15	$	3	$	13	$	374	Total variable lease costs	$	107	$	4	$	—	$	1	$	112


	Six Months Ended June 30, 2022
		Reported in:
							Selling,
			Location		Pre-opening		General and		Restructuring
(Amounts in millions)			Operating Expenses		Location Expenses		Administrative Expenses		and Other Related Costs		Total
Fixed real estate lease costs			$	963	$	71	$	7	$	23	$	1,064
Fixed equipment and other lease costs			—		—		—		—		—
Total fixed lease costs			$	963	$	71	$	7	$	23	$	1,064
Variable real estate lease costs			$	209	$	10	$	—	$	2	$	221
Variable equipment and other lease costs			2		—		—		—		2
Total variable lease costs			$	211	$	10	$	—	$	2	$	223

The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases ~~are~~were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021		(Amounts in millions)	2023		2022		2023		2022
Depreciation and amortization	Depreciation and amortization	$	—	$	1	$	2	$	4	Depreciation and amortization	$	1	$	1	$	2	$	2
Interest expense	Interest expense	2		1		4		3		Interest expense	1		1		2		2
Total	Total	$	2	$	2	$	6	$	7	Total	$	2	$	2	$	4	$	4

The below table presents the lease related assets and liabilities recorded on the accompanying ~~balance sheet~~Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, as recorded in accordance with ASC 842:

September 30, December 31,
(Amounts in millions) Balance Sheet Captions 2022 2021
Assets:
Operating lease right-of-use assets Lease right-of-use assets, net $ 11,257 $ 13,052
Finance lease right-of-use assets(1)
Property and equipment, net 45 47
Total leased assets $ 11,302 $ 13,099
Liabilities:
Current liabilities
Operating lease liabilities Current lease obligations $ 887 $ 888
Finance lease liabilities Current lease obligations 5 5
Total current liabilities 892 893
Non-current liabilities
Operating lease obligations Long-term lease obligations 15,535 17,888
Finance lease obligations Long-term lease obligations 34 38
Total non-current liabilities 15,569 17,926
Total lease obligations $ 16,461 $ 18,819

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		June 30,		December 31,
(Amounts in millions)	Balance Sheet Captions	2023		2022
Assets:
Operating lease right-of-use assets	Lease right-of-use assets, net	$	9,275	$	11,243
Finance lease right-of-use assets(1)	Property and equipment, net	35		46
Total leased assets		$	9,310	$	11,289

Liabilities:
Current liabilities
Operating lease liabilities	Current lease obligations	$	879	$	931
Finance lease liabilities	Current lease obligations	4		5
Total current liabilities		883		936

Non-current liabilities
Operating lease obligations	Long-term lease obligations	13,262		15,565
Finance lease obligations	Long-term lease obligations	18		33
Total non-current liabilities		13,280		15,598
Total lease obligations		$	14,163	$	16,534

(1)Finance lease right-of-use assets are recorded net of accumulated amortization ofof $24 million and ~~$22~~$26 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

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The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 were as follows:


		September 30, 2022				December 31, 2021					June 30, 2023				December 31, 2022
		Operating		Finance		Operating		Finance			Operating		Finance		Operating		Finance
Weighted average remaining lease term (in years)	Weighted average remaining lease term (in years)	12		9		12		9		Weighted average remaining lease term (in years)	11		6		12		8
Weighted average discount rate percentage	Weighted average discount rate percentage	9.0	%	7.4	%	8.7	%	7.5	%	Weighted average discount rate percentage	11.2	%	8.4	%	9.3	%	7.5	%

The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of ~~September~~June 30, ~~2022~~2023 as presented in accordance with ASC 842:


		Finance		Operating					Finance		Operating
(Amounts in millions)	(Amounts in millions)	Leases		Leases		Total		(Amounts in millions)	Leases		Leases		Total
Remainder of 2022		$	2	$	600	$	602
2023		8		2,247		2,255
Remainder of 2023								Remainder of 2023	$	3	$	1,149	$	1,152
2024	2024	7		2,306		2,313		2024	6		2,200		2,206
2025	2025	7		2,330		2,337		2025	5		2,257		2,262
2026	2026	7		2,354		2,361		2026	5		2,275		2,280
2027 and beyond		26		17,518		17,544
2027								2027	4		2,269		2,273
2028 and beyond								2028 and beyond	8		14,630		14,638
Total undiscounted fixed minimum lease cost payments	Total undiscounted fixed minimum lease cost payments	57		27,355		27,412		Total undiscounted fixed minimum lease cost payments	31		24,780		24,811
Less: Amount representing lease incentive receivables(1)		—		(223)		(223)
Less: Amount representing lease incentive receivables, net(1)								Less: Amount representing lease incentive receivables, net(1)	—		(110)		(110)
Less: Amount representing interest	Less: Amount representing interest	(18)		(10,663)		(10,681)		Less: Amount representing interest	(9)		(10,364)		(10,373)
Present value of future lease payments	Present value of future lease payments	39		16,469		16,508		Present value of future lease payments	22		14,306		14,328
Less: Obligations classified as held for sale	Less: Obligations classified as held for sale	—		(47)		(47)		Less: Obligations classified as held for sale	—		(165)		(165)
Less: Current portion of lease obligation	Less: Current portion of lease obligation	(5)		(887)		(892)		Less: Current portion of lease obligation	(4)		(879)		(883)
Total long-term lease obligation	Total long-term lease obligation	$	34	$	15,535	$	15,569	Total long-term lease obligation	$	18	$	13,262	$	13,280

(1)Lease incentive receivables primarily represent amounts expected to be received by the Company relating to payments for leasehold improvements that are reimbursable pursuant to lease provisions with relevant landlords and receivables for broker

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commissions earned for negotiating certain of the Company’s leases. Lease incentive receivables are presented net of deferred tenant incentives for contingent lease arrangements of $37 million as of June 30, 2023.

The future undiscounted fixed minimum lease cost payments for the leases presented above exclude approximately an additional ~~$505~~$313 million relating to executed non-cancelable leases that the Company has not yet taken possession of as of ~~September~~June 30, ~~2022.~~2023. See Note 1614 for details on non-cancellable membership agreements recognized in accordance with ASC 842.

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Note ~~18.~~16. Stock-Based Compensation

Stock‑Based Compensation Expense - The stock-based compensation expense related to employees and non-employee directors recognized for the following instruments and transactions ~~are~~were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021			(Amounts in millions)	2023		2022		2023		2022
Service-based restricted stock units	Service-based restricted stock units	$	10	$	—	$	28	$	1		Service-based restricted stock units	$	1	$	10	$	8	$	18
Service-based vesting stock options(1)	Service-based vesting stock options(1)	2		2		6		10			Service-based vesting stock options(1)	—		1		1		4
Service, performance and market-based vesting restricted stock units(1)(2)		1		1		5		1
Service, performance and market-based vesting restricted stock units(2)											Service, performance and market-based vesting restricted stock units(2)	1		2		(1)		4
Service, performance and market-based vesting stock options~~(1)~~(2)	Service, performance and market-based vesting stock options~~(1)~~(2)	—		—		—		1			Service, performance and market-based vesting stock options~~(1)~~(2)	1		—		(2)		—
WeWork Partnerships Profits Interest Units		—		—		—		102
2021 Tender Offer		—		—		—		48

2020 Option Repricing		—		1		—		1

Total	Total	$	13	$	4	$	39	$	164		Total	$	3	$	13	$	6	$	26

(1)Includes ~~a reversal~~$0.1 million and $0.2 million of stock-based compensation expense recognized during the three months ended and six months ended June 30, 2023, respectively, for service-based option awards granted by the LatamCo subsidiary under the 2022 LatamCo ESOP.

(2)Includes reversals of previously recorded stock-based compensation expense of $5$1 million and $1 million, for unvested options and unvested RSUs, respectively, that were forfeited during the ~~nine~~three months ended ~~September~~June 30, ~~2022,~~2023, and $2 million and $1 million, for unvested options ~~there~~and unvested RSUs, respectively, that were forfeited during the six months ended June 30, 2023. During the three months ended ~~September~~June 30, ~~2022. No reversal~~2022, the impact of reversals of previously recorded stock-based compensation expense ~~previously recorded~~ for unvested options and unvested RSUs that were forfeited was ~~recorded during~~$2 million and none, respectively. During the ~~three and nine~~six months ended ~~September~~June 30, ~~2021.~~

~~(2)Includes a $1 million reversal~~2022, the impact of reversals of previously recorded stock-based compensation expense ~~previously recorded due to fair value adjustments resulting from the reassessment of performance vesting conditions during the three~~for unvested options and ~~nine months ended September 30, 2022.~~unvested RSUs that were forfeited was $4 million and $1 million, respectively.

The stock-based compensation expense related to employees and non-employee directors are reported in the following financial statement line items:


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021			(Amounts in millions)	2023		2022		2023		2022
Stock-based compensation included in:

Location operating expenses	Location operating expenses	$	1	$	1	$	5	$	10		Location operating expenses	$	1	$	2	$	2	$	4
Selling, general and administrative expenses	Selling, general and administrative expenses	12		3		34		52			Selling, general and administrative expenses	2		11		4		22

Restructuring and other related (gains) costs		—		—		—		102

Total stock-based compensation expense	Total stock-based compensation expense	$	13	$	4	$	39	$	164		Total stock-based compensation expense	$	3	$	13	$	6	$	26

~~The stock-based compensation expense related to non-employee contractors for services rendered are reported in Selling, general and administrative expenses and include~~During the ~~following instruments and transactions:~~

Three Months Ended September 30, Nine Months Ended
September 30,
(Amounts in millions) 2022 2021 2022 2021
Service-based vesting stock options(1)
$ — $ — $ — $ (2)
Total $ — $ — $ — $ (2)

~~(1)The $2 million recovery recognized during the nine~~six months ended ~~September~~June 30, ~~2021 was related~~2023, the Company granted 27 million service-based restricted stock units to ~~expense previously taken for unvested options~~employees that ~~were forfeited. For~~vest in three equal installments over a period of three years, subject to the ~~three and nine months ended September 30, 2022, there were no expenses for stock options awarded to non-employees relating to goods received and services provided. For~~employee's continued employment with the ~~three and nine months ended September 30, 2021, there were none and $0.1 million, respectively, of expenses relating to stock options~~

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awarded to non-employees relating to goods received and services provided. These expenses were capitalized and recorded as a component of Property and equipment, net on the Condensed Consolidated Balance Sheets.company.

Note ~~19.~~17. Net Loss Per Share

We compute net loss per share ~~of Class A common stock and Class B~~attributable to common stock under the two-class method required for multiple classes of common stock and participating securities. ~~The rights, including the~~Accordingly, based on voting, liquidation and dividend rights, of the Class A common stock ~~and Class B common stock are substantially identical, other than voting rights. The~~share in our net losses. Although the shares of Class C common stock are ~~deemed to be~~ a non-economic ~~interest. The shares of Class C common stock~~interest and do not share in our net losses, they are ~~however,~~ considered dilutive shares of Class A common stock because such shares can be exchanged into shares of Class A common stock. If the shares of Class C common stock correspond to WeWork Partnership Class A common units, the shares of Class C common stock (together with the corresponding WeWork Partnership Class A common units) can be exchanged for (at the Company's election) shares of Class A common stock on a one-for-one basis, or cash of an equivalent value. If the shares of Class C common stock correspond to WeWork Partnerships Profits Interests Units and the value of the WeWork

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Partnership has increased above the applicable aggregate distribution threshold of the Units, the shares of Class C common stock (together with the corresponding WeWork Partnerships Profits Interests Units) can be exchanged for (at the Company's election) a number of shares of Class A common stock based on the value of a share of Class A common stock on the exchange date to the applicable per-unit distribution threshold, or cash of an equivalent value. Accordingly, only the Class A common stock ~~and Class B common stock~~ share in the Company's net losses.

On February 26, 2021, in connection with the Settlement Agreement (as defined in Note 21), all of the outstanding shares of Class B common stock were automatically converted into shares of Class A common stock and the shares of Class C common stock of the Company now have one vote per share, instead of three (the "Class B Conversion").

Prior to the Business Combination, the Company's participating securities included Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition Preferred Stock, as the holders of these series of preferred stock were entitled to receive a noncumulative dividend on a pari passu basis in the event that a dividend was paid on common stock, as well as holders of certain vested RSUs that had a non-forfeitable right to dividends in the event that a dividend was paid on common stock. The holders of WeWork's Junior Preferred Stock were not entitled to receive dividends and were not included as participating securities. The holders of Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition Preferred Stock, as well as the holders of certain vested RSUs with a non-forfeitable right to dividends, did not have a contractual obligation to share in its losses. As such, the Company's net losses for the three and nine months ended September 30, 2021, were not allocated to these participating securities. In connection with the Business Combination, all series of Legacy WeWork convertible preferred stock were converted to the Company’s Class A common stock at the Exchange Ratio, on a one-for-one basis with Legacy WeWork’s Class A common stock, and included in the basic net loss per share calculation on a prospective basis.

Basic net loss per share is computed by dividing net loss attributable to WeWork Inc. attributable to its Class A common ~~and Class B common~~ stockholders by the weighted-average number of shares of its Class A common stock ~~and Class B common stock~~ outstanding during the period. As of ~~September~~June 30, ~~2022,~~2023, the warrants held by SoftBank and SoftBank affiliates are exercisable at any time for nominal consideration, therefore, the shares issuable upon the exercise of the warrants are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common stockholders. Accordingly, the calculation of weighted-average common shares outstanding includes ~~55,979,056~~54,385,898 and ~~56,013,583~~55,411,007 shares issuable upon exercise of the warrants for the three and ~~nine~~six months ended ~~September~~June 30, 2023, respectively, and 56,020,268 and 56,024,967 shares issuable upon exercise of the warrants for the three and six months ended June 30, 2022, respectively.

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On October 20, 2021, as a result of the Company's Business Combination, prior period share and per share amounts presented have been retroactively converted in accordance with ASC 805. For each comparative period before the Business Combination Legacy WeWork's historical weighted average number of Class A common stock and Class B common stock outstanding has been multiplied by the Exchange Ratio.

For the computation of diluted net loss per share, net loss per share attributable to common stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans. Diluted net loss per share attributable to common stockholders is computed by dividing the resulting net loss attributable to WeWork Inc. attributable to its Class A common ~~and Class B common~~ stockholders by the weighted-average number of fully diluted common shares outstanding. In the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company's potential dilutive shares were not included in the computation of diluted net loss per share as the effect of including these shares in the computation would have been anti-dilutive.

The numerators and denominators of the basic and diluted net loss per share computations for WeWork's common stock are calculated as follows for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:

Three Months Ended September 30, Nine Months Ended September 30,
(Amounts in millions, except share and per share amounts) 2022 2021 2022 2021
Numerator:
Net loss attributed to WeWork Inc. $ (568) $ (802) $ (1,580) $ (3,724)
Net loss attributable to Class A and Class B Common Stockholders(1) - basic
$ (568) $ (802) $ (1,580) $ (3,724)
Net loss attributable to Class A and Class B Common Stockholders(1) - diluted
$ (568) $ (802) $ (1,580) $ (3,724)
Denominator:
Basic shares:
Weighted-average shares - Basic 762,385,436 145,995,136 761,219,635 144,376,771
Diluted shares:
Weighted-average shares - Diluted 762,385,436 145,995,136 761,219,635 144,376,771
Net loss per share attributable to Class A and Class B Common Stockholders:
Basic $ (0.75) $ (5.50) $ (2.08) $ (25.79)
Diluted $ (0.75) $ (5.50) $ (2.08) $ (25.79)

~~(1)The three and nine months endedSeptember 30, 2022 are comprised of only Class A common stock as noted above.~~


	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions, except share and per share amounts)	2023		2022		2023		2022
Numerator:
Net loss attributed to WeWork Inc.	$	(349)	$	(577)	$	(613)	$	(1,012)

Net loss attributable to Class A Common Stockholders - basic	$	(349)	$	(577)	$	(613)	$	(1,012)
Net loss attributable to Class A Common Stockholders - diluted	$	(349)	$	(577)	$	(613)	$	(1,012)
Denominator:
Basic shares:
Weighted-average shares - Basic	1,626,430,041		761,552,438		1,199,105,476		760,620,470
Diluted shares:
Weighted-average shares - Diluted	1,626,430,041		761,552,438		1,199,105,476		760,620,470
Net loss per share attributable to Class A Common Stockholders:
Basic	$	(0.21)	$	(0.76)	$	(0.51)	$	(1.33)
Diluted	$	(0.21)	$	(0.76)	$	(0.51)	$	(1.33)

The following potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period. These amounts represent the number of instruments outstanding at the end of each respective period.

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September 30,
2022 2021
Warrants 23,877,777 5,268,762
Partnership Units 19,896,032 —
RSUs 16,122,122 12,057,689
Stock options 13,843,806 30,369,929
Contingent shares(1)
514,529 —
WeWork Partnerships Profits Interest Units 42,057 19,938,092
Convertible Preferred Stock Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition — 412,283,099
Convertible Preferred Stock Series Junior — 1,239
Convertible notes — 468,394

(1) The period ended September 30, 2022 included contingently issuable common stock in connection with our acquisition of Common Desk. See Note 6 for additional information on the Common Desk acquisition.


	Six Months Ended June 30,
		2023	2022
Exchangeable notes (Note 12)		380,721,767	—
Warrants		23,877,777	23,877,777
RSUs		21,526,214	16,896,234
Partnership Units		19,896,032	19,896,032
Stock options		7,936,374	14,999,368
Contingent shares		275,713	760,969
WeWork Partnerships Profits Interest Units		42,057	42,057

Note ~~20.~~18. Commitments and Contingencies

Prior Credit Facilities and Standalone LC Arrangements — In November 2015, the Company amended and restated its existing credit facility (the "2019 Credit Facility") to provide up to $650 million in revolving loans and letters of credit, subject to certain financial and other covenants. At various points during 2016 through 2019, the Company executed amendments to the credit agreement governing the 2019 Credit Facility which amended certain of the financial and other covenants. In November 2017 and as later amended, the Company entered into a new letter of credit facility (the "2019 LC Facility") pursuant to the letter of credit reimbursement agreement that provided an additional $500 million in availability of standby letters of credit. In May 2019, the Company entered into an additional letter of credit reimbursement agreement that provided for an additional $200 million in availability of standby letters of credit.

In conjunction with the availability of the 2020 LC Facility (described below), the 2019 Credit Facility and the 2019 LC Facility were terminated in February ~~2020 and $5 million of deferred financing costs were expensed and included in loss on extinguishment of debt on the consolidated statements of operations for the year ended December 31,~~ 2020. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021, $5~~2022, $6 million ~~and $6 million, respectively,~~ remains outstanding in a letter of credit ~~that remains outstanding~~issued under the 2019 LC Facility and is secured by a new letter of credit issued under the ~~2020~~Senior LC ~~Facility.~~Tranche.

The Company has also entered into various other letter of credit arrangements, the purpose of which is to guarantee payment under certain leases entered into by JapanCo and other fully owned subsidiaries. There was $3 million and $8$3 million of standby letters of credit outstanding under these other arrangements that are secured by ~~$4 million~~none and ~~$11~~$3 million of restricted cash at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

~~2020 LC Facility~~Credit Agreement and ~~Company/SBG~~ Reimbursement Agreement — On December 27, 2019, WeWork Companies LLC entered into the Credit Agreement (as amended, bywaived or otherwise modified from time to time, the First Amendment, dated as of February 10, 2020, the Second Amendment to the Credit Agreement and First Amendment to the Security Agreement, dated as of April 1, 2020, the Third Amendment to the Credit Agreement, dated as of December 6, 2021, and the Fourth Amendment to the Credit Agreement, dated as of May 10, 2022 (the "Fourth Amendment to the Credit"Credit Agreement"), the "L/C Credit Agreement"), among WeWork Companies LLC, as co-obligor, the SoftBank Obligor, as co-obligor, the L/C participants party thereto, Goldman Sachs International Bank, as senior tranche administrative agent, Kroll Agency and Trust Services Ltd., as junior tranche administrative agent and the issuing creditors and letter of credit participants party thereto.. The ~~L/C~~ Credit Agreement initially provided for a $1.75 billion senior secured letter of credit reimbursement facility (the "2020 LC Facility"), which was made available on February 10, 2020, for the support of WeWork Companies LLC's or its subsidiaries' obligations. As described further below, ~~pursuant to the Fourth Amendment to the Credit Agreement, the existing 2020 LC Facility was amended and subdivided~~

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~~into the $1.25 billion Senior LC Tranche (the "Senior LC Tranche"), which is scheduled to automatically decrease to $1.05 billion~~ in ~~February 2023 and terminates in February 2024, and a $350 million Junior LC Tranche (the "Junior LC Tranche") that terminates in November 2023. As of September 30,~~May 2022, $1.1 billion of standby letters of credit were outstanding under the Senior LC Tranche, of which none were drawn. A significant amount of our outstanding letters of credit under the Senior LC Tranche include annual renewal provisions under which the issuing banks can elect not to renew a letter of credit if the next annual renewal date occurs after five business days prior to February 9, 2024, the current termination date of the Senior LC Tranche. If a letter of credit is not renewed, the landlord may elect to draw the existing letter of credit before it expires, in which case either WeWork or SoftBank Obligor would be obligated to repay the issuing bank immediately. The Company intends to extend the maturity of the Senior LC Tranche such that there are no material payments under these renewal provisions. The Company has not yet agreed to any final terms for any such extension and its execution and terms are uncertain and subject to change. The Company cannot give any assurances that any such extension will be completed on acceptable terms, or at all. As of September 30, 2022, there was $0.2 billion in remaining letter of credit availability under the 2020 LC Facility.

The LC facilities under the L/C Credit Agreement are guaranteed by substantially all of the domestic wholly-owned subsidiaries of WeWork Companies LLC (collectively, the “Guarantors”) and are secured by substantially all the assets of WeWork Companies LLC and the Guarantors, in each case, subject to customary exceptions, with the obligations under the Junior LC Tranche subordinated to the obligations under the Senior LC Tranche to extent of the value of the collateral securing such obligations. The L/C Credit Agreement and related documentation contain customary reimbursement provisions, representations, warranties, events of default and affirmative covenants (including with respect to cash management) for letter of credit facilities of this type. The negative covenants applicable to WeWork Companies LLC and its Restricted Subsidiaries (as defined in the L/C Credit Agreement) are limited to cash management requirements and restrictions on liens (subject to exceptions substantially consistent with the Company's 7.875% Senior Notes due 2025), changes in line of business, incurrence of "layering" indebtedness, and disposition of all or substantially all of the assets of WeWork Companies LLC.

In connection with the 2020 LC Facility, WeWork Companies LLC also entered into a reimbursement agreement, dated February 10. 2020 (as amended, the "Company/SBG Reimbursement Agreement"), with the SoftBank Obligor pursuant to which (i) the SoftBank Obligor agreed to pay substantially all of the fees and expenses payable in connection with the L/C Credit Agreement, (ii) the Company agreed to reimburse SoftBank Obligor for certain of such fees and expenses (including fronting fees up to an amount of 0.125% on the undrawn and unexpired amount of the letters of credit, plus any fronting fees in excess of 0.415% on the undrawn and unexpired amount of the letters of credit) as well as to pay the SoftBank Obligor a fee of 5.475% on the amount of all outstanding letters of credit and (iii) the Guarantors agreed to guarantee the obligations of WeWork Companies LLC under the Company/SBG Reimbursement Agreement. In December 2021, the Company/SBG Reimbursement Agreement was amended following the entry into the Amended Credit Support Letter (as defined below) to, among other things, change the fees payable by WeWork Companies LLC to SBG to (i) 2.875% of the face amount of letters of credit issued under the 2020 LC Facility (drawn and undrawn), payable quarterly in arrears, plus (ii) the amount of any issuance fees payable on the outstanding amounts under the 2020 LC Facility. During the three months ended September 30, 2022 and 2021, the Company recognized $14 million and $24 million, respectively, in interest expense in connection with amounts payable to SBG pursuant to the Company/SBG Reimbursement Agreement. During the nine months ended September 30, 2022 and 2021, the Company recognized $47 million and $62 million, respectively, in interest expense in connection with amounts payable to SBG pursuant to the Company/SBG Reimbursement Agreement. In November 2022, the Company and the SoftBank Obligor amended the terms of the Company/SBG Reimbursement Agreement to (i) confirm that, in the event the SoftBank Obligor provides cash collateral to obtain or maintain letters of credit under the Senior LC Facility with expiration dates beyond the termination date of the existing Senior LC Facility, WeWork Companies LLC will reimburse the SoftBank Obligor for such deposits under the Company/SBG Reimbursement Agreement and (ii) extend the date

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~~on which WeWork Companies LLC must reimburse the SoftBank Obligor for all letter of credit payments to February 9, 2024.~~

As the Company is also obligated to issue shares to SBG in the future upon exercise of the 2020 LC Facility Warrant, with such warrant valued at issuance at $284 million (as discussed in Note 11), the implied interest rate for the Company on the 2020 LC Facility at issuance, assuming the full commitment is drawn, is approximately 12.47%.

On May 10, 2022, WeWork Companies LLC, as co-obligor, the SoftBank Obligor, as co-obligor, Goldman Sachs International Bank, as existing administrative agent and senior tranche administrative agent, Kroll Agency and Trust Services Ltd., as junior tranche administrative agent, and the issuing creditors and letter of credit participants party thereto entered into the Fourth Amendment to the Credit Agreement pursuant to which the existing 2020 LC Facility was amended and subdivided into a $1.25 billion senior tranche letter of credit facility (the "Senior LC Tranche"), which was then scheduled to automatically decrease to $1.05 billion in February 2023 and terminate in February 2024, and a $350 million junior tranche letter of credit facility (the "Junior LC Tranche"), which was then scheduled to terminate in November 2023. In December 2022, the Credit Agreement was further amended to, among other things, (i) extend the termination date of the existing Senior LC Tranche to March 14, 2025, and (ii) reduce the Senior LC Tranche to $1.1 billion, with a further decrease to $930 million on February 10, 2023. In February 2023, WeWork Companies LLC entered into a further amendment to the Credit Agreement pursuant to which, among other things, the Junior LC Tranche was increased to $470 million, and extended to terminate in March 2025, and the Senior LC Tranche was increased from $930 million to $960 million.

As of June 30, 2023, $1.0 billion of standby letters of credit were outstanding and undrawn under the Senior LC Tranche, with no additional letters of credit available to be issued thereunder. The $1.0 billion of outstanding standby letters of credit include $22 million standby letters of credit secured by $29 million

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of cash collateral that has been posted and included in restricted cash as a component of other current assets in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2023.

On March 25, 2021, the Company and SBG entered into a letter agreement (the “Credit Support Letter”) pursuant to which SBG committed to consent to an extension of the termination date of the 2020 LC Facility from February 10, 2023 to no later than February 10, 2024 (the "LC Facility Extension"), subject to the terms and conditions set forth therein. In November 2021, the parties amended the Credit Support Letter (as so amended, the “Amended Credit Support Letter”), pursuant to which SBG agreed to consent to a reduction of the total commitment under the 2020 LC Facility from $1.75 billion to $1.25 billion starting on February 10, 2023 and to an extension of the commitment under the Senior Secured NPA for up to $500 million from February 12, 2023 to February 12, 2024.

On May 10, 2022, the Company and the other parties thereto entered into the Fourth Amendment to the Credit Agreement (the "Fourth Amendment to the Credit Agreement") pursuant to which the then existing facilities under the Credit Agreement were amended and subdivided into a $1.25 billion Senior LC Tranche, which ~~decreases~~was scheduled to decrease to $1.05 billion in February 2023, and the $350 million Junior LC Tranche. The letter of credit under the Junior LC Tranche was issued and drawn for the benefit of WeWork Companies LLC in full upon effectiveness of the Fourth Amendment to the Credit Agreement. ~~The~~At the time of entry into the Fourth Amendment to the Credit Agreement, the termination date of the Junior LC Tranche iswas November 30, 2023 and the termination date of the Senior LC Tranche iswas February 9, 2024. ~~The letters of credit issuable under~~Following the ~~Senior LC Tranche have substantially similar terms as~~entry into the ~~existing 2020 LC Facility. The~~Fourth Amendment to the Credit Agreement, the reimbursement obligations under the Junior LC Tranche ~~bear~~bore interest at the Term SOFR Rate (as defined in ~~the Fourth Amendment to~~ the Credit Agreement), with a floor of 0.75%, plus 6.50%, with an option to convert all or a portion of the outstanding obligations to the ABR (as defined in the Fourth Amendment to the Credit Agreement) plus 5.50% on or after August 10, 2022. ~~During~~As a result of the ~~three and nine months ended September 30, 2022,~~Fourth Amendment to the ~~Company recognized $8 million and $12 million, respectively, and none during both~~Credit Agreement, the ~~three and nine months ended September 30, 2021 in interest expense in connection with the Junior LC Tranche. The~~ reimbursement obligations under the Junior LC Tranche ~~are~~were voluntarily repayable at any time, subject to a prepayment fee such that the minimum return to the letter of credit participants under the Junior LC Tranche on the Junior LC Tranche reimbursement obligations iswas an amount equal to the sum of 6.50% (the Applicable Margin of the Junior LC Tranche reimbursement obligations) and 2.00% of the total principal amount of the Junior LC Tranche reimbursement obligations, as set forth in the Fourth Amendment to the Credit Agreement. Obligations of WeWork Companies LLC and its restricted subsidiaries under the Junior LC Tranche are subordinated in right of payment to the obligations under the Senior LC Tranche to the extent of the value of the collateral securing such obligations.

In ~~connection with~~December 2022, the ~~Fourth~~Company and the other parties thereto entered into the Fifth Amendment to the Credit Agreement (the "Fifth Amendment to the ~~Company/~~Credit Agreement") to, among other things, (i) extend the termination date of the Senior LC Tranche to March 14, 2025, (ii) replace SBG ~~Reimbursement Agreement was~~with SVF II as an obligor with respect to the Senior LC Tranche and (iii) reduce the Senior LC Tranche to $1.1 billion, with a subsequent automatic decrease to $930 million on February 10, 2023. The reimbursement obligations under the Senior LC Tranche were amended to ~~clarify that~~an amount equal to the ~~payment obligations~~sum of ~~certain fees~~(i) 6.00% - 6.75%, based on the relevant Rating Level Period (as defined in the Fifth Amendment to the Credit Agreement), and ~~expenses in respect~~(ii) 2.00% of the ~~Junior~~total principal amount of the Senior LC Tranche ~~related~~reimbursement obligations, as set forth in the Fifth Amendment to the ~~Fourth~~Credit Agreement. The Fifth Amendment to the Credit Agreement provided for the resignation of SBG as the obligor and assumption by SVF II of all of SBG's obligations with respect to the Senior LC Tranche. The Fifth Amendment to the Credit Agreement provided that the total senior letter of credit tranche commitments may be increased to an amount not to exceed $1.25 billion until February 10, 2023 and $1.05 billion thereafter with additional commitments. The Fifth Amendment to the Credit Agreement also provides that if letter of credit reimbursements under the senior letter of credit tranche are made by SVF II, the ~~responsibility~~commitments in respect of the senior letter of credit tranche will be reduced by a corresponding amount.

In February 2023, the Company and ~~not SBG.~~ the other parties thereto entered into the Sixth Amendment to the Credit Agreement. Pursuant to the Sixth Amendment to the Credit Agreement, among other things, (i) additional commitments were received or obtained from ONEIM Fund I LP ("Incoming Junior LC Tranche Participant"), increasing the Junior LC Tranche by $120 million to $470 million, (ii) the termination date of

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the Junior LC Tranche was extended from November 30, 2023 to March 7, 2025, (iii) the interest margin applicable to the Junior LC Tranche was increased from 6.50% to 9.90% for reimbursement obligations, and (iv) the Senior LC Tranche was increased from $930 million to $960 million. The Company recognized the Sixth Amendment to the Credit Agreement under ASC 470 as an extinguishment of the original $350 million reimbursement obligation with the exiting creditors paid in full, and a new issuance of a $470 million reimbursement obligation to the new creditors, including the Incoming Junior Tranche Participant. The $470 million Junior LC tranche was drawn in full for the benefit of WeWork Companies LLC upon effectiveness of the Sixth Amendment to the Credit Agreement. The reimbursement obligations under the Junior LC Tranche remain voluntarily repayable at any time, subject to a prepayment fee in connection with prepayments made during the 18 months following the date of the Sixth Amendment to the Credit Agreement, in the amount of the net present value of interest that would have accrued on such amounts prepaid from the prepayment date to the date that is 18 months following the date of the Sixth Amendment to the Credit Agreement, discounted by the Federal Funds Effective Rate (as defined in the Credit Agreement).

During the three months ended June 30, 2023 and 2022, the Company recognized $17 million and $4 million, respectively, in interest expense in connection with the Junior LC Tranche. During the six months ended June 30, 2023 and 2022, the Company recognized $30 million and $4 million, respectively, in interest expense in connection with the Junior LC Tranche. During the three and six months ended June 30, 2023, the Company recognized $10 million of extinguishment of debt expense in connection with the Sixth Amendment to the Credit Agreement including a $7 million write-off of unamortized deferred financing costs and a $3 million prepayment premium, included as a component of interest expense in the Condensed Consolidated Statements of Operations.

The Company's gross proceeds of ~~$350~~$470 million from the issuance of the Junior LC Tranche were recorded net of unamortized debt issuance costs of $9$10 million in long term debt, net on the accompanying Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022.~~2023.

The letter of credit facilities under the Credit Agreement are guaranteed by substantially all of the domestic wholly-owned subsidiaries of WeWork Companies LLC (collectively, the “Guarantors”) and are secured by substantially all the assets of WeWork Companies LLC and the Guarantors, in each case, subject to customary exceptions, with the obligations under the Junior LC Tranche subordinated to the obligations under the Senior LC Tranche to extent of the value of the collateral securing such obligations. The Credit Agreement and related documentation contain customary reimbursement provisions, representations, warranties, events of default and affirmative covenants (including with respect to cash management) for letter of credit facilities of this type. The negative covenants applicable to WeWork Companies LLC and its Restricted Subsidiaries (as defined in the Credit Agreement) are limited to cash management requirements and restrictions on liens (subject to exceptions substantially consistent with the indenture governing the 7.875% Senior Notes), changes in line of business, incurrence of "layering" indebtedness, and disposition of all or substantially all of the assets of WeWork Companies LLC.

Certain of our outstanding letters of credit under the Senior LC Tranche include annual renewal provisions under which the issuing banks can elect not to renew a letter of credit if the next annual renewal extends the LC period beyond March 14, 2025, the current termination date of the Senior LC Tranche. If a letter of credit is not renewed, the landlord may elect to draw the existing letter of credit before it expires, in which case either WeWork or SVF II would be obligated to repay the issuing bank immediately (after application of any Cash Collateral as defined in and pursuant to the terms of the Credit Agreement). The Company intends to extend the maturity of the Senior LC Tranche such that there are no material payments under these renewal provisions. The Company has not yet agreed to any final terms for any such extension and its execution and terms are uncertain and subject to change. The Company cannot give any assurances that any such extension will be completed on acceptable terms, or at all.

The reimbursement obligations under the Junior LC Tranche (i) are secured, and therefore effectively senior in right of payment with the 7.875% Senior Notes, the ~~SoftBank~~5.00% Senior ~~Unsecured~~ Notes, and any existing and future senior unsecured indebtedness of the Company, (ii) are senior in right of payment to any existing

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and future subordinated obligations of the Company, and (iii) rank equally in right of payment with all secured indebtedness of the Company (other than the obligations under the Senior LC Tranche, to which the reimbursement obligations under the Junior LC Tranche are subordinated to the extent of the value of the collateral securing such obligations), including the Secured Notes, and are structurally subordinated to all liabilities of any subsidiary that does not guarantee the 2020 LC Facility.

As the Company is also obligated to issue shares to SBG in the future upon exercise of the 2020 LC Facility Warrant, with such warrant valued at issuance at $284 million (as discussed in Note 12), the implied interest rate for the Company on the 2020 LC Facility at issuance, assuming the full commitment is drawn, is approximately 12.47%.

The Reimbursement Agreement

In connection with entry into the Credit Agreement, WeWork Companies LLC also entered into a reimbursement agreement, dated as of February 10, 2020 (as amended, the "Company/SBG Reimbursement Agreement"), with SBG pursuant to which (i) SBG agreed to pay substantially all of the fees and expenses payable in connection with the Credit Agreement, (ii) the Company agreed to reimburse SBG for certain of such fees and expenses (including fronting fees up to an amount of 0.125% on the undrawn and unexpired amount of the letters of credit, plus any fronting fees in excess of 0.415% on the undrawn and unexpired amount of the letters of credit) as well as to pay SBG a fee of 5.475% on the amount of all outstanding letters of credit and (iii) the Guarantors agreed to guarantee the obligations of WeWork Companies LLC under the Company/SBG Reimbursement Agreement.

In December 2021, the Company/SBG Reimbursement Agreement was amended following the entry into the Amended Credit Support Letter to, among other things, change the fees payable by WeWork Companies LLC to SBG to (i) 2.875% of the face amount of letters of credit issued under the Credit Agreement (drawn and undrawn), payable quarterly in arrears, plus (ii) the amount of any issuance fees payable on the outstanding amounts under the Credit Agreement, which as of December 31, 2021, was equal to 2.6% of the face amount of letters of credit issued under the Senior LC Facility (drawn and undrawn). In May 2022, in connection with the Fourth Amendment to the Credit Agreement, the Company/SBG Reimbursement Agreement was amended to clarify that the payment obligations of certain fees and expenses in respect of the Junior LC Tranche related to the Fourth Amendment to the Credit Agreement are the responsibility of the Company and not SBG, as described above.

In December 2022, the Company, SBG and SVF II entered into an Amended and Restated Reimbursement Agreement (as further amended or otherwise modified from time to time, the "A&R Reimbursement Agreement"), which amended and restated the Company/SBG Reimbursement Agreement, to, among other things, (i) substitute SVF II instead of SBG with respect to the Senior LC Tranche, (ii) retain SBG's role with respect to the Junior LC Tranche and (iii) amend the fees payable by the Company such that no fees will be owed to SVF II in respect of the senior letter of credit issued through February 10, 2024 and thereafter fees will accrue at 7.045% of the face amount of the Senior LC Tranche, compounding quarterly and payable at the earlier of March 14, 2025 and termination or acceleration of the Senior LC Tranche.

In February 2023, the Company, SBG and SVF II entered into the First Amendment to the A&R Reimbursement Agreement to, among other things, substitute SVF II instead of SBG with respect to the Junior LC Tranche and adjust the Company's reimbursement rights and obligations to each party accordingly. In addition the amendment modified the fees payable by the Company under the A&R Reimbursement Agreement, such that no fee would be owed to SVF II in respect of the Junior LC Tranche through November 30, 2023 and thereafter fees would accrue at 6.5% of the aggregate reimbursement obligations thereunder, compounding quarterly and payable at the earlier of March 7, 2025 and termination or acceleration of the Junior LC Tranche.

During the three months ended June 30, 2023 and 2022, the Company recognized $16 million and $16 million, respectively, in interest expense in connection with amounts payable to SBG pursuant to the

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Company/SBG Reimbursement Agreement. During the six months ended June 30, 2023 and 2022, the Company recognized $32 million and $33 million, respectively, in interest expense in connection with amounts payable to SBG pursuant to the Company/SBG Reimbursement Agreement.

LC Debt Facility -— In May 2021, the Company entered into a loan agreement with a third party to raise up to $350 million of cash secured by one or more letters of credit issued pursuant to the 2020 LC Facility (the “LC Debt Facility”). The third party has the ability to issue a series of discount notes to investors of varying short term (one- to six- month) maturities and made a matching discount loan to the Company. The Company will pay the 5.475% issuance fee on the letter of credit, the 0.125% fronting fee on the letter of credit and the interest on the discount note which will be set with each note issuance. In

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September 2021, the Company repaid the initial LC Debt Facility and accrued interest totaling $350 million and entered into a new LC Debt Facility. In October 2021, the Company repaid the second LC Debt Facility and accrued interest totaling $350 million. As of ~~September 30, 2022 and~~ December 31, ~~2021,~~2022, there were no borrowings outstanding under the LC Debt Facility. The LC Debt Facility expired in February 2023.

~~As of both September 30, 2022 and December 31,~~In May 2021, the Company had capitalized a total of $0.5 million in debt issuance costs, as the nonrefundable engagement fee, which ~~will be~~was fully amortized ~~until February 10,~~as of June 30, 2023. Such costs were capitalized as deferred financing costs and included as a component of other assets, net of accumulated amortization totaling ~~$0.4 million and $0.2~~$0.5 million as of ~~September 30, 2022 and~~ December 31, ~~2021, respectively,~~2022, on the accompanying ~~Condensed Consolidated Balance Sheet.~~condensed consolidated balance sheet. During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded ~~$0.1 million~~none and $0.1 million, respectively, of interest expense relating to the amortization of these costs. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded ~~$0.2 million~~none and $0.1 million, respectively, of interest expense relating to the amortization of these costs.

Construction Commitments — In the ordinary course of its business, the Company enters into certain agreements to purchase construction and related contracting services related to the build-outs of the Company’s operating locations that are enforceable and legally binding, and that specify all significant terms and the approximate timing of the purchase transaction. The Company’s purchase orders are based on current needs and are fulfilled by the vendors as needed in accordance with the Company’s construction schedule. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had issued approximately ~~$62~~$38 million and ~~$59~~$60 million, respectively, in such outstanding construction commitments.

Legal Matters — The Company has in the past been, is currently and expects to continue in the future to be a party to or involved in pre-litigation disputes, individual actions, putative class actions or other collective actions, U.S. and foreign government regulatory inquiries and investigations and various other legal proceedings arising in the normal course of its business, including with members, employees, landlords and other commercial partners, securityholders, third-party license holders, competitors, government agencies and regulatory agencies, among others.

The Company reviews its litigation-related reserves regularly and, in accordance with GAAP, sets reserves where a loss is probable and estimable. The Company adjusts these reserves as appropriate; however, due to the unpredictable nature and timing of litigation, the ultimate loss associated with a given matter could significantly exceed the litigation reserve currently set by the Company. Given the information it has as of today, management believes that none of these matters will have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

As of ~~September~~June 30, ~~2022,~~2023, the Company is ~~also~~ party to several litigation matters and regulatory matters not in the ordinary course of business. Some of these more significant matters are described below. Management intends to vigorously defend these cases and cooperate with regulators in these matters; however, there is a reasonable possibility that the Company could be unsuccessful in defending these claims and could incur losses. It is not currently possible to estimate a range of reasonably possible loss above the aggregated reserves.

Carter v. Neumann, et al. (Superior Court for the State of California, County of San Francisco, No. CGC-19-580474, filed January 10, 2020, replacing Natalie Sojka as plaintiff in the putative class action Ms. Sojka filed on November 4, 2019)

~~Won v. Neumann, et al. (Superior Court for the State of California, County of San Francisco, No. CGC-19-581021, filed November 25, 2019)~~

Two separate purported class and derivative complaints have been filed by three Company shareholders (two in Carter and one in Won) against the Company, certain current and former directors, SBG, Adam Neumann and Masayoshi Son. Both complaints were filed in California state court and allege, among other things, that defendants breached fiduciary duties and/or aided and abetted breaches of fiduciary duties in connection with certain transactions. The complaints seek injunctive relief and damages. In both

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actions, the Company filed motions to compel arbitration and stay the actions, or to enforce the Company’s Delaware forum selection bylaw and dismiss or stay the actions. On August 31, 2020, the trial court granted the motions to compel arbitration (as to one of the plaintiffs in Carter and the plaintiff in Won) and the motion to enforce the forum selection bylaw (as to the second plaintiff in Carter). On October 30, 2020, the first Carter plaintiff and the Won plaintiff filed petitions for writs of mandate seeking to overturn the court's orders compelling arbitration. On December 3, 2020, the California Court of Appeal denied those petitions. Also on October 30, 2020, the second plaintiff in Carter appealed the trial court’s decision enforcing the forum selection bylaw. On November 16, 2021, the California Court of Appeal affirmed the trial court's decision enforcing the forum selection bylaw. On December 23, 2021, the second Carter plaintiff filed a petition to review the Court of Appeal's decision in the California Supreme Court. On March 9, 2022, the California Supreme Court denied this petition. The Company is litigating the first Carter plaintiff's and the Won plaintiff's claims in private arbitrations.

Regulatory Matters

Since October 2019, the Company has been responding to subpoenas and document requests issued by certain federal and state authorities investigating the Company’s disclosures to investors and employees regarding the Company’s valuation and financial condition, and certain related party transactions. On November 26, 2019, the U.S. Securities and Exchange Commission issued a subpoena seeking documents and information concerning these topics, and has interviewed witnesses, in connection with a non-public investigation styled In the Matter of The We Company (HO-13870). On January 29, 2020, the United States Attorney’s Office for the Southern District of New York issued a voluntary document request concerning these topics and has interviewed witnesses. On October 11, 2019, the New York State Attorney General’s Office issued a document request concerning these topics and has examined witnesses. On February 12, 2020, the California Attorney General’s Office issued a subpoena concerning these topics. By letter dated November 3, 2022, the U.S. Securities and Exchange Commission informed the Company that it has concluded its investigation and that it did not intend to recommend any enforcement action against the Company. The Company is cooperating with the remaining investigations.

Asset Retirement Obligations — As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had asset retirement obligations of ~~$211~~$229 million and ~~$220~~$230 million, respectively. The current portion of asset retirement obligations are included within other current liabilities and the non-current portion are included within other liabilities on the accompanying Condensed Consolidated Balance Sheets. Asset retirement obligations include the following activity during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~the~~ year ended December 31, ~~2021:~~2022:


		Nine months ended September 30,	Year Ended December 31,					Six Months Ended June 30,	Year Ended December 31,
(Amounts in millions)	(Amounts in millions)		2022		2021		(Amounts in millions)			2023		2022
Balance at beginning of period	Balance at beginning of period		$	220	$	206	Balance at beginning of period			$	230	$	220
Liabilities incurred in the current period	Liabilities incurred in the current period		20		10		Liabilities incurred in the current period			—		20
Liabilities settled in the current period	Liabilities settled in the current period		(8)		(19)		Liabilities settled in the current period			(8)		(10)
Accretion of liability	Accretion of liability		12		17		Accretion of liability			10		16
Revisions in estimated cash flows	Revisions in estimated cash flows		—		20		Revisions in estimated cash flows			7		—

Effect of foreign currency exchange rate changes	Effect of foreign currency exchange rate changes		(33)		(14)		Effect of foreign currency exchange rate changes			(10)		(16)
Balance at end of period	Balance at end of period		211		220		Balance at end of period			229		230
Less: Current portion of asset retirement obligations	Less: Current portion of asset retirement obligations		(6)		(1)		Less: Current portion of asset retirement obligations			(2)		(2)
Total non-current portion of asset retirement obligations	Total non-current portion of asset retirement obligations		$	205	$	219	Total non-current portion of asset retirement obligations			$	227	$	228

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Note ~~21.~~19. Other Related Party Transactions

Related party amounts are reported in the following financial statement line items:


							June 30,		December 31,
(Amounts in millions)	(Amounts in millions)	September 30, 2022		December 31, 2021		(Amounts in millions)	2023		2022

Assets	Assets					Assets
Current assets:	Current assets:					Current assets:

Accounts receivable and accrued revenue	Accounts receivable and accrued revenue	$	2	$	—	Accounts receivable and accrued revenue	$	4	$	3

Prepaid expenses	Prepaid expenses	1		1		Prepaid expenses	1		1
Other current assets	Other current assets	—		2		Other current assets	—		—
Total current assets	Total current assets	3		3		Total current assets	5		4

Other assets(1)	Other assets(1)	412		596		Other assets(1)	75		384
Total assets	Total assets	$	415	$	599	Total assets	$	80	$	388
Liabilities	Liabilities					Liabilities
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	58	$	94	Accounts payable and accrued expenses	$	58	$	86

Deferred revenue	Deferred revenue	3		5		Deferred revenue	8		2
Current lease obligations	Current lease obligations	14		18		Current lease obligations	22		13

Other current liabilities						Other current liabilities	26		2
Total current liabilities	Total current liabilities	75		117		Total current liabilities	114		103
Long-term lease obligations	Long-term lease obligations	274		525		Long-term lease obligations	279		286
Unsecured Notes		1,650		1,650
Long-term debt(2)						Long-term debt(2)	458		1,650

Other liabilities						Other liabilities	15		32

Total liabilities	Total liabilities	$	1,999	$	2,292	Total liabilities	$	866	$	2,071

Three Months Ended September 30, Nine Months Ended September 30,
(Amounts in millions) 2022 2021 2022 2021
Revenue $ 16 $ 28 $ 47 $ 116
Expenses:
Total expenses 13 21 48 59
Interest expense 84 104 307 288
Gain (loss) from change in fair value of warrant liabilities — 7 — (343)

~~Sound Ventures~~

In June 2021, the Company sold its 5.7% interest in Sound Ventures II, LLC to a SoftBank affiliate, SB Fast Holdings (Cayman) Limited ("Buyer"), for total consideration of $6 million. The Buyer also assumed the Company's remaining capital commitments of $2 million.(1) In connection with the ~~sale, an amendment was made to the original profit sharing arrangement ("PSA") resulting from the sale~~2023 Debt Restructuring Transactions, $241 million of ~~the Creator Fund to Softbank in 2020. The PSA was updated to reflect the additional capital commitment to Sound Ventures~~unamortized deferred financing costs previously included as a component of $8 million (equal to the $6 million purchase price and contributed capital already funded and $2 million in unfunded commitments assumed by the Buyer). As such, the Company will be entitled to 20% of profits on the sale of underlying portfolio investmentsother assets were recognized in the ~~Creator Fund~~net premium included as a component of ~~over $102~~long-term debt, net of accumulated amortization.

(2) As of June 30, 2023, related party debt had a par value of $458 million and a premium, net of $499 million.


	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	2023		2022		2023		2022
Revenue	$	10	$	17	$	21	$	30
Expenses:
Total expenses	12		16		24		35
Interest expense	44		132		124		222

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International Joint Ventures and Strategic Partnerships

~~During the nine months ended September 30,~~In January 2022, the Company converted the 2020 Debentures and other convertible debentures (as discussed and defined in Note ~~10)~~9) into 12,397,510 and 3,375,000 common shares of IndiaCo, respectively, representing an ownership interest in IndiaCo of approximately 27.5%. The carrying value of the Company's ownership interest in IndiaCo is accounted for as an equity method investment and is considered a related party upon conversion.

In December 2022, the Company pledged 8,467,347 of its common shares of IndiaCo, representing 14.7% of the securities issued by IndiaCo on a fully diluted basis, as collateral for IndiaCo to enter into a debenture trust deed to borrow up to INR 5.5 billion (approximately $67 million as of June 30, 2023). The Company has recognized this share pledge at a fair value of $0.3 million and is included as a component of other liabilities on the accompanying Condensed Consolidated Balance Sheets. See Note 13 for details on the fair value of the share pledge.

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IndiaCo constructs and operates workspace locations in India using WeWork’s branding, advice, and sales model. Per the terms of an agreement between the Company and IndiaCo, the Company will also receive a management fee from IndiaCo. During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded $3$2 million and $1$2 million of management fee income from IndiaCo, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded $6$4 million and $5$3 million of management fee income from IndiaCo, respectively.

Subsequent to the ChinaCo ~~Deconsolidation,~~deconsolidation, the Company is entitled to certain transition services fees equal to $2 million for transition services provided from October 2, 2020 through December 31, 2020 and the lesser of $1 million per month or the actual costs of services provided for the following three month period.

~~The Company is also~~ entitled to an annual management fee of 4% of net revenues beginning on the later of 2022 or the first fiscal year following the Initial Investment Closing in which EBIT of ChinaCo is positive (the "ChinaCo Management Fee"). The Company is also entitled to an additional $1 million in fees in connection with data migration and application integration services that were performed over a six month period beginning on October 2, 2020. These data migration and application integration fees are only payable on the first date the ChinaCo Management Fee becomes payable, and is recognized in Accounts receivable and accrued revenue on the Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Subsequent to the ChinaCo ~~Deconsolidation,~~deconsolidation, the Company has also continued to provide a guarantee to certain landlords of ChinaCo, guaranteeing total lease obligations up to $4$3 million as of ~~September~~June 30, ~~2022.~~2023. The Company is entitled to a fee totaling approximately $0.1 million per year for providing such guarantees, until such guarantees are extinguished.

During the three and six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company ~~recorded $0.02 million and $0.05 million, respectively, of total~~did not record any fee income for services provided to ChinaCo, included within service revenue as a component of total revenue in the accompanying Condensed Consolidated Statements of Operations. During the nine months ended September 30, 2022 and 2021, the Company recorded $0.05 million and $1.55 million, respectively, of total fee income for services provided to ChinaCo, included within service revenue as a component of total revenue in the accompanying Condensed Consolidated Statements of Operations.ChinaCo. All amounts earned from ChinaCo prior to the ChinaCo ~~Deconsolidation~~deconsolidation are eliminated in consolidation.

~~Tender Offer and Settlement Agreement~~

On April 7, 2020, the Special Committee, acting in the name of Legacy WeWork, filed a complaint in the Court of Chancery of the State of Delaware against SBG and SoftBank Vision Fund asserting claims in relation to SBG’s withdrawal of the 2020 Tender Offer. Separately, on May 4, 2020, Mr. Neumann filed a complaint captioned Neumann, et al. v. SoftBank Group Corp., et al., C.A. No. 2020-0329-AGB, also asserting claims in relation to SBG's withdrawal of the 2020 Tender Offer. On February 25, 2021, all parties entered into a settlement agreement (the “Settlement Agreement”), the terms of which, when completed, would resolve the litigation. On April 15, 2021, the parties filed a stipulation of dismissal dismissing with prejudice the claims brought by Legacy WeWork, and dismissing the action in its entirety. The Settlement Agreement provides for, among other things, the following:

•~~The launch of a new tender offer. Pursuant to the Settlement Agreement,~~ ~~SVF II~~ completed a tender offer and acquired $922 million of Legacy WeWork's equity securities (including certain equity awards, exercisable warrants, and convertible notes) from eligible equity holders of Legacy

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WeWork, at a price of $23.23 per share (the “2021 Tender Offer”). Mr. Neumann, his affiliate We Holdings LLC, and certain of their related parties separately sold shares to SBG and its affiliates as describe below; therefore they were excluded from the 2021 Tender Offer and did not tender shares. As a result of the 2021 Tender Offer, which closed in April 2021, the Company recorded $48 million of total expenses in its Condensed Consolidated Statements of Operations for the three months ended March 31, 2021.

•~~Certain governance changes~~. The transactions contemplated by the Settlement Agreement also included the elimination of Legacy WeWork’s multi-class voting structure. As a result of the Amended and Restated Certificate of Incorporation of Legacy WeWork and the transactions contemplated by the Settlement Agreement, on February 26, 2021, all of the outstanding shares of Class B common stock of Legacy WeWork automatically converted into shares of Class A common stock and the shares of Class C Common stock of Legacy WeWork now had one vote per share, instead of three (the “Class B Conversion”). The Amended and Restated Certificate of Incorporation provided that if, following the Class B Conversion, new shares of Class B common stock were to be issued pursuant to (i) the exercise of options to purchase shares of Class B common stock outstanding as of the date of the Class B Conversion, (ii) securities convertible into shares of Class B common stock outstanding as of the date of the Class B Conversion, and (iii) other circumstances which are specified in the Amended and Restated Certificate of Incorporation, such new shares would be automatically converted into shares of Class A common stock immediately following the time such new shares of Class B common stock were to be issued.

•~~Mr. Neumann settlement payment~~. In connection with the Settlement Agreement, SBG and its affiliates paid Mr. Neumann an amount equal to $106 million. No expense was recorded in the Company's Condensed Consolidated Statements of Operations as it does not benefit the Company.

•~~Mr. Neumann sale of stock to SBG~~. In connection with the Settlement Agreement, SBG and its affiliates purchased 24,901,342 shares of Class B common stock of Legacy WeWork from We Holdings LLC, which is Mr. Neumann's affiliated investment vehicle, at a price per share of $23.23, representing an aggregate purchase price of $578 million. The Company recorded a $428 million expense which represents the excess between the amount paid from a principal shareholder of Legacy WeWork to We Holdings LLC and the fair value of the stock purchased. The Company recognized the expense in restructuring and other related (gains) costs in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021, with a corresponding increase in additional paid-in capital, representing a deemed capital contribution by SBG in its Condensed Consolidated Balance Sheets. Refer to Note 5 for more information.

•~~Mr. Neumann proxy changes~~. In connection with the Settlement Agreement, Mr. Neumann’s proxy and future right to designate directors to WeWork's board of directors were eliminated. The Amended and Restated Stockholders’ Agreement eliminated all proxies by Mr. Neumann in favor of WeWork's board of directors, eliminated Mr. Neumann’s right to observe meetings of our board of directors and removed Mr. Neumann’s future rights to designate directors to our board of directors (which would have been available to Mr. Neumann upon elimination of his financial obligations with and to SBG). Mr. Neumann's right to observe meetings of WeWork's board of directors was replaced by a new agreement, which provides that beginning on February 26, 2022, Mr. Neumann may designate himself or a representative to serve as an observer entitled to attend all meetings of WeWork's board of directors and certain committees thereof in a non-voting capacity. In the event that Mr. Neumann designates himself, SBG has the right following consultation with Mr. Neumann, to designate another individual to attend such meetings, and such individual shall be subject to SoftBank's approval, which shall not be unreasonably withheld. Pursuant to this agreement, Mr. Neumann's right will terminate on the date on which Mr. Neumann ceases to beneficially own equity securities representing at least 1,720,950 shares of

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~~WeWork Class A common stock (on an as-converted basis and as adjusted for stock splits, dividends and the like).~~

•~~SBG proxy agreement. On February 26, 2021, we entered into a proxy agreement with~~ ~~SVF II~~ which will allow SBG and its affiliates to continue to voluntarily limit the combined voting power of SBG and SVFE to less than 49.90%. Pursuant to the proxy agreement, with respect to any shares of the Company’s stock representing shares owned by ~~SVF II~~ that, when taken together with the voting power of all other shares of the Company’s capital stock held by SBG and its affiliates (including SVFE) represent voting power of the Company in excess of 49.90%, such shares held by SBG will be voted in the same proportion as shares of the Company’s capital stock not owned by SBG or SVFE.

•~~WeWork Partnerships Profits Interest Units amendments~~. In February 2021, in connection with the Settlement Agreement, the WeWork Partnerships Profits Interest Units held by Mr. Neumann in the WeWork Partnership became fully vested and were amended to have a catch-up base amount of $0. The per unit distribution thresholds for the WeWork Partnerships Profits Interest Units were also amended to initially be $10.00. The distribution threshold was adjusted downward based on the closing date pricing of the Business Combination. As a result of this modification, the Company recorded $102 million of restructuring and other related (gains) costs in its Condensed Consolidated Statements of Operations for the three months ended March 31, 2021. Subsequent to the Business Combination, Mr. Neumann converted 19,896,032 vested WeWork Partnership Profits Interest Units into WeWork Partnership Class A common units. Refer to Note 9 for more information on the conversion to WeWork Partnership Class A common units.

Real Estate Transactions

The Company has several operating lease agreements for space in buildings owned by an entity in which the Company has an equity method investment through WeCap Investment Group. ~~The~~In September 2022, the WeCap Holdings Partnership sold its investment in ~~DSQ, as discussed in Note 10, as of September 30, 2022.~~DSQ. As a result, subsequent to the sale the operating lease obligations related to DSQ are no longer with a related party. In May 2023, the Company terminated two separate operating lease agreements for space in buildings owned by an entity in which the Company has an equity method investment. Details on this transaction are further discussed in Note 9.

The Company has also entered into three separate operating lease agreements and one finance lease agreement for space in buildings that are partially owned by Mr. Neumann. Another shareholder of the Company is also a partial owner of the building in which the Company holds the finance lease. As of ~~September 30,~~December 31, 2022, the Company ~~has~~had terminated all operating lease agreements in buildings that are partially owned by Mr. Neumann.

In February 2022, the remaining operating lease agreement in a building that is partially owned by Mr. Neumann was formally terminated upon receiving the necessary ordinary course approvals. The negotiations for the termination occurred in the ordinary course and on arms' length terms. The terms of termination included the tenant entity’s release of $0.6 million in unpaid tenant improvement allowances that had been held in escrow in exchange for the forgiveness of certain tenant responsibilities under the lease and the landlord entity’s forgiveness of the remaining rent amounts then owed. ~~As of December 31, 2021, the unpaid tenant improvement allowance was fully reserved in the Company's Condensed Consolidated Balance Sheet.~~

The lease activity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 for these leases ~~are~~were as follows:

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		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021			(Amounts in millions)	2023		2022		2023		2022
Mr. Neumann	Mr. Neumann										Mr. Neumann
Operating Lease Agreements:	Operating Lease Agreements:										Operating Lease Agreements:
Lease cost expense	Lease cost expense	$	—	$	2	$	1	$	7		Lease cost expense	$	—	$	—	$	—	$	1
Contractual obligation	Contractual obligation	—		2		1		7			Contractual obligation	—		—		—		1

Finance Lease Agreement:	Finance Lease Agreement:										Finance Lease Agreement:
Interest expense	Interest expense	$	—	$	—	$	1	$	1		Interest expense	$	1	$	1	$	1	$	1
Contractual obligation	Contractual obligation	1		—		2		2			Contractual obligation	—		—		1		1

WeCap Investment Group	WeCap Investment Group										WeCap Investment Group
Operating Lease Agreements:	Operating Lease Agreements:										Operating Lease Agreements:
Lease cost expense	Lease cost expense	$	12	$	15	$	43	$	38		Lease cost expense	$	10	$	14	$	21	$	31
Contractual obligation	Contractual obligation	11		11		32		40			Contractual obligation	8		9		16		21
Tenant incentives received	Tenant incentives received	—		2		5		4			Tenant incentives received	—		—		—		5

The Company's aggregate undiscounted fixed minimum lease cost payments and tenant lease incentive receivables for these leases as of ~~September~~June 30, ~~2022 are~~2023 were as follows:


	~~Future Minimum Lease Cost(1)~~		~~Tenant Lease Receivable~~
~~(Amounts in millions)~~
~~Mr. Neumann~~

~~Finance lease agreement~~	$	11	$	—
~~WeCap Investment Group~~
~~Operating lease agreements~~	$	—	$	8


	Future Minimum Lease Cost(1)		Tenant Lease Receivable
(Amounts in millions)
Mr. Neumann

Finance lease agreement	$	9	$	—
WeCap Investment Group
Operating lease agreements	$	483	$	4

(1)The future minimum lease cost payments under these leases are inclusive of escalation clauses and exclusive of contingent rent payments.

Membership and Service Agreements

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company earned additional revenue for the sale of memberships and various other services provided and recognized expenses from related parties as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021			(Amounts in millions)	2023		2022		2023		2022
Revenue:	Revenue:										Revenue:
SBG(1)	SBG(1)	$	9	$	23	$	30	$	92		SBG(1)	$	6	$	10	$	14	$	21
Other related parties(2)	Other related parties(2)	3		4		10		10			Other related parties(2)	2		4		3		7

Expenses:	Expenses:										Expenses:
SBG(1)	SBG(1)	$	1	$	4	$	4	$	14		SBG(1)	$	1	$	2	$	2	$	3
Other related parties(2)											Other related parties(2)	1		0		1		—

(1)SBG is a principal stockholder with representation on the Company's ~~board of directors.~~Board. SBG and its affiliates utilized WeWork space and services resulting in revenue. Additionally, the Company also agreed to reimburse SBG for all fees and expenses incurred in connection with the SoftBank Transactions in an aggregate amount up to $50 million. In February 2022, in connection with the Company's contribution of its business in Costa Rica to LatamCo (as discussed in Note 9)8), SBG waived its right to be reimbursed by the Company for $7 million of these obligations. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and the year ended December 31, ~~2021,~~2022, the Company made no additional payments on these obligations to SBG. As of ~~September~~both June 30, ~~2022~~2023 and December 31, ~~2021, Accounts~~2022, accounts payable and accrued expenses included $8 million ~~and $15 million, respectively,~~ payable to SBG related primarily to these reimbursement obligations. ~~In October 2022, an affiliate of~~

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~~SBG terminated its membership agreement effective December 1, 2022 and agreed to pay the Company $3.0 million in December 2022.~~

(2)These related parties have significant influence over the Company through representation on the Company's ~~board of directors~~Board or are vendors in which the Company has an equity method investment or other related party relationship.

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Amended and Restated Stockholders Agreement

In May 2023, the Company entered into an Amended and Restated Stockholders Agreement, by and among the Company, SVF Endurance (Cayman) Limited ("SVF I"), SVF II WW Holdings (Cayman) Limited (“SVF II WW Holdings”), and Benchmark Capital Partners VII (AIV), L.P. (the “Benchmark Investor” and together with SVF I and SVF II WW Holdings, the “Stockholders” and each a “Stockholder”) (the “Amended and Restated Stockholders Agreement”), which amended and restated the Company’s existing Stockholders Agreement, dated as of October 20, 2021 (the “Original Stockholders Agreement”).

The Amended and Restated Stockholders Agreement provides, among other things, that:

•if, at any time the number of directors entitled to be designated by a Stockholder decreases, then such Stockholder and the Company shall take all Necessary Action (as defined in the Amended and Restated Stockholders Agreement) to cause a sufficient number of directors designated by such Stockholder to resign from the Board at or prior to the end of such designated director’s term as may be determined by the Independent Directors (as defined in the Amended and Restated Stockholders Agreement),

•if a vacancy on the Board arises as a result of (x) the Benchmark Investor or Insight Partners losing their Board designation rights or declining to exercise such rights, (y) the designation rights of SVF I or SVF II WW Holdings stepping down in accordance with the terms of the Amended and Restated Stockholders Agreement or (z) the death, removal or resignation of a director who was not nominated by any of the Stockholders, then such ensuing vacancy in each case shall be filled by a majority vote of the Independent Directors or a committee consisting entirely of Independent Directors,

•so long as SVF I and SVF II WW Holdings collectively hold a number of shares of Class A common stock and Class C common stock of the Company representing in excess of 49.90% of the then-outstanding voting securities of the Company, SVF I and SVF II WW Holdings shall take all Necessary Action to cause certain voting restrictions set forth in the Company's Second Amended and Restated Certificate of Incorporation to remain in full force and effect,

•so long as SVF I and SVF II WW Holdings collectively hold a number of shares of Class A common stock and Class C common stock of the Company representing at least 25% of the then-outstanding voting securities of the Company, (i) SVF I and SVF II WW Holdings are prohibited from taking any external actions to acquire the Company, or increasing their respective ownership of the Company’s voting securities, without first discussing such transaction with the Independent Directors, including as to the use of appropriate protections in such transaction for the potential benefit of the Company’s stockholders other than SVF I and SVF II WW Holdings and (ii) the Company shall not, without the approval of a majority of the Independent Directors, amend, modify, supplement or waive any material terms of the Company’s related party transaction policy.

Note ~~22.~~20. Segment Disclosures and Concentration

Operating segments are defined as components of an entity that engages in business activities from which it may earn revenues and incur expenses and has discrete financial information that is reviewed by the entity's chief operating decision maker ("CODM") to make decisions about how to allocate resources and assess performance. The Company operates in one operating segment as the Chief Executive Officer, who is our CODM, reviews financial information, assesses the performance of the Company and makes decisions about allocating resources on a consolidated basis.

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The Company’s revenues and total property and equipment, net, by country, ~~are~~were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021			(Amounts in millions)	2023		2022		2023		2022
Revenue:	Revenue:										Revenue:
United States	United States	$	360	$	306	$	1,058	$	813		United States	$	344	$	359	$	695	$	698
United Kingdom	United Kingdom	123		92		367		247			United Kingdom	131		126		266		244
Japan	Japan	47		50		147		163			Japan	54		50		108		100

Other foreign countries(1)	Other foreign countries(1)	287		213		825		629			Other foreign countries(1)	315		280		624		538
Total revenue	Total revenue	$	817	$	661	$	2,397	$	1,852		Total revenue	$	844	$	815	$	1,693	$	1,580


		September 30,		December 31,			June 30,		December 31,
(Amounts in millions)	(Amounts in millions)	2022		2021		(Amounts in millions)	2023		2022
Property and equipment:	Property and equipment:					Property and equipment:
United States	United States	$	3,939	$	4,036	United States	$	1,889	$	2,231
United Kingdom	United Kingdom	728		877		United Kingdom	504		551

Japan	Japan	380		487		Japan	195		253
Other foreign countries(1)	Other foreign countries(1)	1,888		2,025		Other foreign countries(1)	1,272		1,356
Total property and equipment		$	6,935	$	7,425
Total property and equipment, net						Total property and equipment, net	$	3,860	$	4,391

(1)No individual countries exceed 10% of our revenues or property and equipment.

The Company's concentration in specific cities magnifies the risk to the Company of localized economic conditions in those cities or the surrounding regions. The majority of the Company's revenue is earned from locations in ~~densely populated cities and as a result may be more susceptible to economic impacts as a result of COVID-19.~~

~~The majority of the Company's revenue is earned from locations in~~ the United States and United Kingdom. During the three months ended ~~September~~June 30, 2023 and 2022, ~~and 2021,~~ approximately 44% and 46%, respectively, of the Company's revenue was earned in the United States and approximately 15% and 14%, respectively, of the Company's revenue was earned in the United Kingdom. During the nine months ended September 30, 2022 and 2021, approximately 44%41% and 44%, respectively, of the Company's revenue was earned in the United States and approximately ~~15%~~16% and ~~13%~~15%, respectively, of the Company's revenue was earned in the United Kingdom. During the six months ended June 30, 2023 and 2022, approximately 41% and 44%, respectively, of the Company's revenue was earned in the United States and approximately 16% and 15%, respectively, of the Company's revenue was earned in the United Kingdom. The majority of the Company's ~~2022~~2023 revenue from locations in the United States was generated from locations in the greater New York City, San Francisco, and Boston markets. In the United Kingdom, 87% of ~~2022~~2023 revenues and ~~89%~~87% of the Company's property and equipment, net are related to WeWork locations in the greater London area. In the United States, the

~~Table of Contents~~

Company generally uses metropolitan statistical areas (as defined by the United States Census Bureau) to define its greater metropolitan markets. The nearest equivalent is used internationally.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022 the Company had no single member that accounted for greater than 10% of the Company's total revenue.

Although the Company deposits its cash with multiple high credit quality financial institutions, its deposits, at times, may exceed federally insured limits. The Company believes no significant concentration risk exists with respect to its cash and cash equivalents.

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Note ~~23.~~21. Subsequent Events

These Condensed Consolidated Financial Statements include a discussion of material events, if any, which have occurred subsequent to ~~September~~June 30, ~~2022~~2023 (referred to as subsequent events) through the issuance of the Condensed Consolidated Financial Statements.

In ~~November 2022,~~July 2023, the Company ~~entered into amendments~~issued $117 million in aggregate principal balance of First Lien Notes, Series II and $58 million in aggregate principal balance of First Lien Notes, Series III under a supplemental indenture (the “First Supplemental Indenture”) to the ~~Master Senior Secured~~First Lien Notes Indenture. As of the date hereof, $300 million of the Delayed Draw Notes remain available to draw. See Note ~~Purchase Agreement and Company/SBG Reimbursement Agreement, see Note 11 and Note 20~~12 — 2023 Debt Restructuring Transactions for ~~additional details.~~a description of the Delayed Draw Notes.

******

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WEWORK INC.

SUPPLEMENTARY INFORMATION

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

~~SEPTEMBER~~JUNE 30, ~~2022~~2023

(UNAUDITED)

As a result of various legal reorganization transactions undertaken in July 2019 as discussed in Note 1 to the ~~condensed consolidating financial statements,~~Condensed Consolidated Financial Statements, The We Company became the holding company of our business, and the then-stockholders of WeWork Companies Inc. (our predecessor for financial reporting purposes) became the stockholders of The We Company. Effective October 14, 2020, The We Company changed its legal name to WeWork Inc. ("Legacy WeWork").

On October 20, 2021 (the “Closing Date”), the Company (which was formerly known as BowX Acquisition Corp. (“Legacy BowX”)) consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), by and among Legacy BowX, a subsidiary of Legacy BowX, and Legacy WeWork. As contemplated by the Merger Agreement, (1) the subsidiary of Legacy BowX merged with and into Legacy WeWork, with Legacy WeWork surviving as a wholly owned subsidiary of Legacy BowX, and (2) immediately thereafter, Legacy WeWork merged with and into another subsidiary of Legacy BowX (such mergers and collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, Legacy BowX changed its name to WeWork Inc.

The Company holds an indirect general partner interest and indirect limited partner interests in The We Company Management Holdings L.P. (the “WeWork Partnership”). The WeWork Partnership owns 100% of the equity in WeWork Companies LLC. The Company, through the WeWork Partnership and WeWork Companies LLC, holds all the assets held by WeWork Companies Inc. prior to the July 2019 legal entity reorganization and is subject to all the liabilities to which WeWork Companies Inc. was subject prior to the 2019 legal entity reorganization.

The following ~~condensed consolidating financial statements~~Condensed Consolidating Financial Statements present the results of operations, financial position and cash flows of (i) WeWork Companies LLC and its consolidated subsidiaries, (ii) WeWork Inc. as a standalone legal entity, (iii) "Other Subsidiaries", other than WeWork Companies LLC and its consolidated subsidiaries, which are direct or indirect owners of WeWork Companies LLC, including but not limited to the WeWork Partnership, presented on a combined basis and (iv) the eliminations necessary to arrive at the information for WeWork Inc. on a consolidated basis.

The legal entity reorganization was accounted for as a transfer among entities under common control and the assets and liabilities transferred are recorded based on historical cost and the ~~condensed consolidating financial statements~~Condensed Consolidating Financial Statements including periods prior to the reorganization are presented as if the transfer occurred at the beginning of the periods presented. Investments in consolidated subsidiaries are presented under the equity method of accounting.

WeWork Inc. and the Other Subsidiaries are holding companies that conduct substantially all of their business operations through WeWork Companies LLC. As of ~~September~~June 30, ~~2022,~~2023, based on the covenants and other restrictions of the ~~Company L/C~~ Credit Agreement and the ~~Senior Notes,~~indentures governing the Company's notes, WeWork Companies LLC is restricted in its ability to transfer funds by loans, advances or dividends to WeWork Inc. and as a result, all of the net assets of WeWork Companies LLC are considered restricted net assets of WeWork Inc.

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CONDENSED CONSOLIDATING BALANCE SHEET

~~SEPTEMBER~~JUNE 30, ~~2022~~2023

(UNAUDITED)


(Amounts in millions)	(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated		(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated
Assets	Assets											Assets
Current assets:	Current assets:											Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	451	$	—	$	9	$	—	$	460	Cash and cash equivalents	$	205	$	—	$	—	$	—	$	205
Accounts receivable and accrued revenue, net	Accounts receivable and accrued revenue, net	103		—		—		—		103		Accounts receivable and accrued revenue, net	118		—		—		—		118

Prepaid expenses	Prepaid expenses	147		—		2		—		149		Prepaid expenses	131		1		3		—		135
Other current assets	Other current assets	154		—		—		—		154		Other current assets	286		—		—		—		286
Total current assets	Total current assets	855		—		11		—		866		Total current assets	740		1		3		—		744
Investments in and advances to/(from) consolidated subsidiaries	Investments in and advances to/(from) consolidated subsidiaries	—		(3,025)		(2,841)		5,866		—		Investments in and advances to/(from) consolidated subsidiaries	(15)		(3,717)		(3,568)		7,300		—
Property and equipment, net	Property and equipment, net	4,655		—		—		—		4,655		Property and equipment, net	3,860		—		—		—		3,860
Lease right-of-use assets, net	Lease right-of-use assets, net	11,257		—		—		—		11,257		Lease right-of-use assets, net	9,275		—		—		—		9,275
Restricted cash		7		—		—		—		7

Equity method and other investments	Equity method and other investments	62		—		—		—		62		Equity method and other investments	49		—		—		—		49
Goodwill		682		—		—		—		682
Intangible assets, net		83		—		—		—		83
Goodwill and intangible assets, net												Goodwill and intangible assets, net	735		—		—		—		735

Other assets	Other assets	727		—		—		—		727		Other assets	400		—		—		—		400
Total assets	Total assets	$	18,328	$	(3,025)	$	(2,830)	$	5,866	$	18,339	Total assets	$	15,044	$	(3,716)	$	(3,565)	$	7,300	$	15,063

Liabilities	Liabilities											Liabilities
Current liabilities:	Current liabilities:											Current liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	486	$	2	$	8	$	—	$	496	Accounts payable and accrued expenses	$	444	$	2	$	9	$	—	$	455
Members’ service retainers	Members’ service retainers	419		—		—		—		419		Members’ service retainers	434		—		—		—		434

Deferred revenue	Deferred revenue	138		—		—		—		138		Deferred revenue	112		—		—		—		112
Current lease obligations	Current lease obligations	892		—		—		—		892		Current lease obligations	883		—		—		—		883

Other current liabilities	Other current liabilities	146		3		—		—		149		Other current liabilities	305		—		—		—		305
Total current liabilities	Total current liabilities	2,081		5		8		—		2,094		Total current liabilities	2,178		2		9		—		2,189
Long-term lease obligations	Long-term lease obligations	15,569		—		—		—		15,569		Long-term lease obligations	13,280		—		—		—		13,280
Unsecured notes payable		2,200		—		—		—		2,200
Warrant liabilities, net		—		2		—		—		2

Long-term debt, net	Long-term debt, net	1,005		—		—		—		1,005		Long-term debt, net	2,910		—		—		—		2,910

Other liabilities	Other liabilities	224		—		—		—		224		Other liabilities	277		—		—		—		277

Total liabilities	Total liabilities	21,079		7		8		—		21,094		Total liabilities	18,645		2		9		—		18,656

Redeemable noncontrolling interests	Redeemable noncontrolling interests	(14)		—		—		—		(14)		Redeemable noncontrolling interests	(33)		—		—		—		(33)
Equity	Equity											Equity
Total WeWork Inc. shareholders' equity (deficit)	Total WeWork Inc. shareholders' equity (deficit)	(2,841)		(3,032)		(3,025)		5,866		(3,032)		Total WeWork Inc. shareholders' equity (deficit)	(3,568)		(3,718)		(3,732)		7,300		(3,718)
Noncontrolling interests	Noncontrolling interests	104		—		187		—		291		Noncontrolling interests	—		—		158		—		158
Total equity (deficit)	Total equity (deficit)	(2,737)		(3,032)		(2,838)		5,866		(2,741)		Total equity (deficit)	(3,568)		(3,718)		(3,574)		7,300		(3,560)
Total liabilities and equity	Total liabilities and equity	$	18,328	$	(3,025)	$	(2,830)	$	5,866	$	18,339	Total liabilities and equity	$	15,044	$	(3,716)	$	(3,565)	$	7,300	$	15,063

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CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, ~~2021~~2022

(UNAUDITED)

(Amounts in millions) WeWork Companies LLC & Subsidiaries (Consolidated) WeWork Inc. (Standalone) Other Subsidiaries (Combined) Eliminations WeWork Inc. Consolidated
Assets
Current assets:
Cash and cash equivalents $ 628 $ 46 $ 250 $ — $ 924
Accounts receivable and accrued revenue, net 130 — — — 130
Prepaid expenses 180 — — — 180
Other current assets 238 — — — 238
Total current assets 1,176 46 250 — 1,472
Investments in and advances to/(from) consolidated subsidiaries 31 (1,911) (1,896) 3,776 —
Property and equipment, net 5,374 — — — 5,374
Lease right-of-use assets, net 13,052 — — — 13,052
Restricted cash 11 — — — 11
Equity method and other investments 200 — — — 200
Goodwill 677 — — — 677
Intangible assets, net 57 — — — 57
Other assets 913 — — — 913
Total assets $ 21,491 $ (1,865) $ (1,646) $ 3,776 $ 21,756
Liabilities
Current liabilities:
Accounts payable and accrued expenses $ 606 $ 1 $ 14 $ — $ 621
Members’ service retainers 421 — — — 421
Deferred revenue 120 — — — 120
Current lease obligations 893 — — — 893
Other current liabilities 78 — — — 78
Total current liabilities 2,118 1 14 — 2,133
Long-term lease obligations 17,926 — — — 17,926
Unsecured notes payable 2,200 — — — 2,200
Warrant liabilities, net — 16 — — 16
Long-term debt, net 666 — — — 666
Other liabilities 228 — — — 228
Total liabilities 23,138 17 14 — 23,169
Redeemable noncontrolling interests 36 — — — 36
Equity
Total WeWork Inc. shareholders' equity (deficit) (1,896) (1,882) (1,880) 3,776 (1,882)
Noncontrolling interests 213 — 220 — 433
Total equity (deficit) (1,683) (1,882) (1,660) 3,776 (1,449)
Total liabilities and equity $ 21,491 $ (1,865) $ (1,646) $ 3,776 $ 21,756


(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated
Assets
Current assets:
Cash and cash equivalents	$	277	$	—	$	10	$	—	$	287
Accounts receivable and accrued revenue, net	109		—		—		—		109



Prepaid expenses	134		1		3		—		138
Other current assets	155		—		—		—		155
Total current assets	675		1		13		—		689
Investments in and advances to/(from) consolidated subsidiaries	(20)		(3,667)		(3,521)		7,208		—
Property and equipment, net	4,391		—		—		—		4,391
Lease right-of-use assets, net	11,243		—		—		—		11,243


Equity method and other investments	63		—		—		—		63
Goodwill and intangible assets, net	737		—		—		—		737

Other assets	740		—		—		—		740
Total assets	$	17,829	$	(3,666)	$	(3,508)	$	7,208	$	17,863

Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	514	$	3	$	9	$	—	$	526
Members’ service retainers	445		—		—		—		445


Deferred revenue	151		—		—		—		151
Current lease obligations	936		—		—		—		936

Other current liabilities	172		—		—		—		172
Total current liabilities	2,218		3		9		—		2,230
Long-term lease obligations	15,598		—		—		—		15,598


Long-term debt, net	3,208		—		—		—		3,208

Other liabilities	281		1		—		—		282

Total liabilities	21,305		4		9		—		21,318

Redeemable noncontrolling interests	(20)		—		—		—		(20)
Equity
Total WeWork Inc. shareholders' equity (deficit)	(3,521)		(3,670)		(3,687)		7,208		(3,670)
Noncontrolling interests	65		—		170		—		235
Total equity (deficit)	(3,456)		(3,670)		(3,517)		7,208		(3,435)
Total liabilities and equity	$	17,829	$	(3,666)	$	(3,508)	$	7,208	$	17,863

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED

~~SEPTEMBER~~JUNE 30, ~~2022~~2023

(UNAUDITED)


(Amounts in millions)	(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated		(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated
Revenue	Revenue	$	817	$	—	$	—	$	—	$	817	Revenue	$	844	$	—	$	—	$	—	$	844

Expenses:	Expenses:											Expenses:
Location operating expenses	Location operating expenses	730		—		—		—		730		Location operating expenses	725		—		—		—		725

Pre-opening location expenses	Pre-opening location expenses	23		—		—		—		23		Pre-opening location expenses	8		—		—		—		8

Selling, general and administrative expenses	Selling, general and administrative expenses	181		—		—		—		181		Selling, general and administrative expenses	149		1		—		—		150

Restructuring and other related (gains) costs	Restructuring and other related (gains) costs	(34)		—		—		—		(34)		Restructuring and other related (gains) costs	(107)		—		—		—		(107)
Impairment expense		97		—		—		—		97
Impairment expense/(gain on sale)												Impairment expense/(gain on sale)	263		—		—		—		263
Depreciation and amortization	Depreciation and amortization	156		—		—		—		156		Depreciation and amortization	156		—		—		—		156
Total expenses	Total expenses	1,153		—		—		—		1,153		Total expenses	1,194		1		—		—		1,195

Loss from operations	Loss from operations	(336)		—		—		—		(336)		Loss from operations	(350)		(1)		—		—		(351)

Interest and other income (expense), net:	Interest and other income (expense), net:											Interest and other income (expense), net:
Equity income (loss) from consolidated subsidiaries	Equity income (loss) from consolidated subsidiaries	—		(568)		(584)		1,152		—		Equity income (loss) from consolidated subsidiaries	—		(348)		(351)		699		—
Income (loss) from equity method and other investments		(10)		—		—		—		(10)

Interest expense	Interest expense	(116)		—		—		—		(116)		Interest expense	(102)		—		—		—		(102)
Interest income		3		—		—		—		3

Foreign currency gain (loss)	Foreign currency gain (loss)	(167)		—		—		—		(167)		Foreign currency gain (loss)	20		—		—		—		20
Gain (loss) from change in fair value of warrant liabilities		—		—		—		—		—
Other income (expense), net												Other income (expense), net	40		1		—		—		41

Total interest and other income (expense), net	Total interest and other income (expense), net	(290)		(568)		(584)		1,152		(290)		Total interest and other income (expense), net	(42)		(347)		(351)		699		(41)

Pre-tax loss	Pre-tax loss	(626)		(568)		(584)		1,152		(626)		Pre-tax loss	(392)		(348)		(351)		699		(392)
Income tax benefit (provision)	Income tax benefit (provision)	(3)		—		—		—		(3)		Income tax benefit (provision)	(4)		(1)		—		—		(5)
Net loss	Net loss	(629)		(568)		(584)		1,152		(629)		Net loss	(396)		(349)		(351)		699		(397)
Net loss attributable to noncontrolling interests:	Net loss attributable to noncontrolling interests:											Net loss attributable to noncontrolling interests:
Redeemable noncontrolling interests — mezzanine	Redeemable noncontrolling interests — mezzanine	10		—		—		—		10		Redeemable noncontrolling interests — mezzanine	10		—		—		—		10
Noncontrolling interest — equity	Noncontrolling interest — equity	35		—		16		—		51		Noncontrolling interest — equity	35		—		3		—		38
Net loss attributable to WeWork Inc.	Net loss attributable to WeWork Inc.	$	(584)	$	(568)	$	(568)	$	1,152	$	(568)	Net loss attributable to WeWork Inc.	$	(351)	$	(349)	$	(348)	$	699	$	(349)

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED

~~SEPTEMBER~~JUNE 30, ~~2021~~2022

(UNAUDITED)


(Amounts in millions)	(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated		(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated
Revenue	Revenue	$	661	$	—	$	—	$	—	$	661	Revenue	$	815	$	—	$	—	$	—	$	815
Expenses:	Expenses:											Expenses:
Location operating expenses	Location operating expenses	752		—		—		—		752		Location operating expenses	736		—		—		—		736

Pre-opening location expenses	Pre-opening location expenses	40		—		—		—		40		Pre-opening location expenses	38		—		—		—		38
Selling, general and administrative expenses	Selling, general and administrative expenses	234		—		—		—		234		Selling, general and administrative expenses	189		—		—		—		189

Restructuring and other related (gains) costs	Restructuring and other related (gains) costs	16		—		—		—		16		Restructuring and other related (gains) costs	(26)		—		—		—		(26)
Impairment expense		88		—		—		—		88
Impairment expense/(gain on sale)												Impairment expense/(gain on sale)	36		—		—		—		36
Depreciation and amortization	Depreciation and amortization	171		—		—		—		171		Depreciation and amortization	158		—		—		—		158
Total expenses	Total expenses	1,301		—		—		—		1,301		Total expenses	1,131		—		—		—		1,131
Loss from operations	Loss from operations	(640)		—		—		—		(640)		Loss from operations	(316)		—		—		—		(316)
Interest and other income (expense), net:	Interest and other income (expense), net:											Interest and other income (expense), net:
Equity income (loss) from consolidated subsidiaries	Equity income (loss) from consolidated subsidiaries	—		(810)		(810)		1,620		—		Equity income (loss) from consolidated subsidiaries	—		(584)		(579)		1,163		—
Income (loss) from equity method and other investments		5		—		—		—		5

Interest expense	Interest expense	(121)		—		—		—		(121)		Interest expense	(159)		—		—		—		(159)
Interest income		6		—		—		—		6

Foreign currency gain (loss)	Foreign currency gain (loss)	(103)		—		—		—		(103)		Foreign currency gain (loss)	(157)		—		—		—		(157)
Gain (loss) from change in fair value of warrant liabilities		—		7		—		—		7
Other income (expense), net												Other income (expense), net	(7)		7		—		—		—

Total interest and other income (expense), net	Total interest and other income (expense), net	(213)		(803)		(810)		1,620		(206)		Total interest and other income (expense), net	(323)		(577)		(579)		1,163		(316)
Pre-tax loss	Pre-tax loss	(853)		(803)		(810)		1,620		(846)		Pre-tax loss	(639)		(577)		(579)		1,163		(632)
Income tax benefit (provision)	Income tax benefit (provision)	2		—		—		—		2		Income tax benefit (provision)	2		—		(5)		—		(3)
Net loss	Net loss	(851)		(803)		(810)		1,620		(844)		Net loss	(637)		(577)		(584)		1,163		(635)
Net loss attributable to noncontrolling interests:	Net loss attributable to noncontrolling interests:											Net loss attributable to noncontrolling interests:
Redeemable noncontrolling interests — mezzanine	Redeemable noncontrolling interests — mezzanine	42		—		—		—		42		Redeemable noncontrolling interests — mezzanine	15		—		—		—		15
Noncontrolling interest — equity	Noncontrolling interest — equity	—		—		—		—		—		Noncontrolling interest — equity	43		—		—		—		43
Net loss attributable to WeWork Inc.	Net loss attributable to WeWork Inc.	$	(809)	$	(803)	$	(810)	$	1,620	$	(802)	Net loss attributable to WeWork Inc.	$	(579)	$	(577)	$	(584)	$	1,163	$	(577)

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE ~~NINE~~SIX MONTHS ENDED

~~SEPTEMBER~~JUNE 30, ~~2022~~2023

(UNAUDITED)


(Amounts in millions)	(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated		(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated
Revenue	Revenue	$	2,397	$	—	$	—	$	—	$	2,397	Revenue	$	1,693	$	—	$	—	$	—	$	1,693

Expenses:	Expenses:											Expenses:
Location operating expenses	Location operating expenses	2,202		—		—		—		2,202		Location operating expenses	1,449		—		—		—		1,449

Pre-opening location expenses	Pre-opening location expenses	108		—		—		—		108		Pre-opening location expenses	15		—		—		—		15
Selling, general and administrative expenses	Selling, general and administrative expenses	577		—		1				578		Selling, general and administrative expenses	304		1		—				305

Restructuring and other related (gains) costs	Restructuring and other related (gains) costs	(190)		—		—		—		(190)		Restructuring and other related (gains) costs	(165)		—		—		—		(165)
Impairment expense		224		—		—		—		224
Impairment expense/(gain on sale)												Impairment expense/(gain on sale)	340		—		—		—		340
Depreciation and amortization	Depreciation and amortization	485		—		—		—		485		Depreciation and amortization	304		—		—		—		304
Total expenses	Total expenses	3,406		—		1		—		3,407		Total expenses	2,247		1		—		—		2,248

Loss from operations	Loss from operations	(1,009)		—		(1)		—		(1,010)		Loss from operations	(554)		(1)		—		—		(555)

Interest and other income (expense), net:	Interest and other income (expense), net:											Interest and other income (expense), net:
Equity income (loss) from consolidated subsidiaries	Equity income (loss) from consolidated subsidiaries	—		(1,590)		(1,632)		3,222		—		Equity income (loss) from consolidated subsidiaries	—		(612)		(622)		1,234		—
Income (loss) from equity method and other investments		(13)		—		—		—		(13)

Interest expense	Interest expense	(388)		—		—		—		(388)		Interest expense	(223)		—		—		—		(223)
Interest income		6		—		—		—		6

Foreign currency gain (loss)	Foreign currency gain (loss)	(368)		—		—		—		(368)		Foreign currency gain (loss)	51		—		—		—		51
Gain (loss) from change in fair value of warrant liabilities		—		10		—		—		10
Other income (expense), net												Other income (expense), net	32		1		—		—		33

Total interest and other income (expense), net	Total interest and other income (expense), net	(763)		(1,580)		(1,632)		3,222		(753)		Total interest and other income (expense), net	(140)		(611)		(622)		1,234		(139)

Pre-tax loss	Pre-tax loss	(1,772)		(1,580)		(1,633)		3,222		(1,763)		Pre-tax loss	(694)		(612)		(622)		1,234		(694)
Income tax benefit (provision)	Income tax benefit (provision)	(5)		—		—		—		(5)		Income tax benefit (provision)	(1)		(1)		—		—		(2)
Net loss	Net loss	(1,777)		(1,580)		(1,633)		3,222		(1,768)		Net loss	(695)		(613)		(622)		1,234		(696)
Net loss attributable to noncontrolling interests:	Net loss attributable to noncontrolling interests:											Net loss attributable to noncontrolling interests:
Redeemable noncontrolling interests — mezzanine	Redeemable noncontrolling interests — mezzanine	46		—		—		—		46		Redeemable noncontrolling interests — mezzanine	16		—		—		—		16
Noncontrolling interest — equity	Noncontrolling interest — equity	99		—		43		—		142		Noncontrolling interest — equity	57		—		10		—		67
Net loss attributable to WeWork Inc.	Net loss attributable to WeWork Inc.	$	(1,632)	$	(1,580)	$	(1,590)	$	3,222	$	(1,580)	Net loss attributable to WeWork Inc.	$	(622)	$	(613)	$	(612)	$	1,234	$	(613)

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE ~~NINE~~SIX MONTHS ENDED

~~SEPTEMBER~~JUNE 30, ~~2021~~2022

(UNAUDITED)


(Amounts in millions)	(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated		(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated
Revenue	Revenue	$	1,852	$	—	$	—	$	—	$	1,852	Revenue	$	1,580	$	—	$	—	$	—	$	1,580

Expenses:	Expenses:											Expenses:
Location operating expenses	Location operating expenses	2,351		—		—		—		2,351		Location operating expenses	1,472		—		—		—		1,472

Pre-opening location expenses	Pre-opening location expenses	117		—		—		—		117		Pre-opening location expenses	85		—		—		—		85
Selling, general and administrative expenses	Selling, general and administrative expenses	734		—		—		—		734		Selling, general and administrative expenses	397		—		—				397

Restructuring and other related (gains) costs	Restructuring and other related (gains) costs	482		—		—		—		482		Restructuring and other related (gains) costs	(156)		—		—		—		(156)
Impairment/(gain on sale) of goodwill, intangibles and other assets		629		—		—		—		629
Impairment expense/(gain on sale)												Impairment expense/(gain on sale)	127		—		—		—		127
Depreciation and amortization	Depreciation and amortization	535		—		—		—		535		Depreciation and amortization	329		—		—		—		329
Total expenses	Total expenses	4,848		—		—		—		4,848		Total expenses	2,254		—		—		—		2,254

Income (loss) from operations	Income (loss) from operations	(2,996)		—		—		—		(2,996)		Income (loss) from operations	(674)		—		—		—		(674)

Interest and other income (expense), net:	Interest and other income (expense), net:											Interest and other income (expense), net:
Equity income (loss) from consolidated subsidiaries	Equity income (loss) from consolidated subsidiaries	—		(3,380)		(3,378)		6,758		—		Equity income (loss) from consolidated subsidiaries	—		(1,022)		(1,038)		2,060		—
Income (loss) from equity method and other investments		(19)		—		—		—		(19)

Interest expense	Interest expense	(339)		—		—		—		(339)		Interest expense	(272)		—		—		—		(272)
Interest income		14		—		—		—		14

Foreign currency gain (loss)	Foreign currency gain (loss)	(141)		—		—		—		(141)		Foreign currency gain (loss)	(201)		—		—		—		(201)
Gain (loss) from change in fair value of related party financial instruments		—		(343)		—		—		(343)
Other income (expense), net												Other income (expense), net	—		10		—		—		10

Total interest and other income (expense), net	Total interest and other income (expense), net	(485)		(3,723)		(3,378)		6,758		(828)		Total interest and other income (expense), net	(473)		(1,012)		(1,038)		2,060		(463)

Pre-tax loss	Pre-tax loss	(3,481)		(3,723)		(3,378)		6,758		(3,824)		Pre-tax loss	(1,147)		(1,012)		(1,038)		2,060		(1,137)
Income tax benefit (provision)	Income tax benefit (provision)	(4)		—		(1)		—		(5)		Income tax benefit (provision)	(2)		—		—		—		(2)
Net loss	Net loss	(3,485)		(3,723)		(3,379)		6,758		(3,829)		Net loss	(1,149)		(1,012)		(1,038)		2,060		(1,139)
Net loss attributable to noncontrolling interests:	Net loss attributable to noncontrolling interests:											Net loss attributable to noncontrolling interests:
Redeemable noncontrolling interests — mezzanine	Redeemable noncontrolling interests — mezzanine	106		—		—		—		106		Redeemable noncontrolling interests — mezzanine	36		—		—		—		36
Noncontrolling interest — equity	Noncontrolling interest — equity	(1)		—		—		—		(1)		Noncontrolling interest — equity	75		—		16		—		91
Net loss attributable to WeWork Inc.	Net loss attributable to WeWork Inc.	$	(3,380)	$	(3,723)	$	(3,379)	$	6,758	$	(3,724)	Net loss attributable to WeWork Inc.	$	(1,038)	$	(1,012)	$	(1,022)	$	2,060	$	(1,012)

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE ~~NINE~~SIX MONTHS ENDED

~~SEPTEMBER~~JUNE 30, ~~2022~~2023

(UNAUDITED)


(Amounts in millions)	(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated		(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:											Cash Flows from Operating Activities:
Net loss	Net loss	$	(1,777)	$	(1,580)	$	(1,633)	$	3,222	$	(1,768)	Net loss	$	(695)	$	(613)	$	(622)	$	1,234	$	(696)
Adjustments to reconcile net loss to net cash from operating activities:	Adjustments to reconcile net loss to net cash from operating activities:											Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	Depreciation and amortization	485		—		—		—		485		Depreciation and amortization	304		—		—		—		304

Impairment expense		224		—		—		—		224
Impairment expense/(gain on sale)												Impairment expense/(gain on sale)	340		—		—		—		340

Stock-based compensation expense	Stock-based compensation expense	39		—		—		—		39		Stock-based compensation expense	6		—		—		—		6

Non-cash debt extinguishment												Non-cash debt extinguishment	(35)		—		—		—		(35)
Non-cash interest expense	Non-cash interest expense	199		—		—		—		199		Non-cash interest expense	57		—		—		—		57
Provision for allowance for doubtful accounts		2		—		—		—		2

Equity income (loss) from consolidated subsidiaries	Equity income (loss) from consolidated subsidiaries	—		1,590		1,632		(3,222)		—		Equity income (loss) from consolidated subsidiaries	—		612		622		(1,234)		—
(Income) loss from equity method and other investments		13		—		—		—		13
Distribution of income from equity method and other investments		47		—		—		—		47

Foreign currency (gain) loss	Foreign currency (gain) loss	368		—		—		—		368		Foreign currency (gain) loss	(51)		—		—		—		(51)
Change in fair value of financial instruments		—		(10)		—		—		(10)
Other non-cash operating expenses												Other non-cash operating expenses	16		(1)		—		—		15

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:											Changes in operating assets and liabilities:
Operating lease right-of-use assets	Operating lease right-of-use assets	882		—		—		—		882		Operating lease right-of-use assets	1,895		—		—		—		1,895
Current and long-term lease obligations	Current and long-term lease obligations	(1,113)		—		—		—		(1,113)		Current and long-term lease obligations	(2,320)		—		—		—		(2,320)

Accounts receivable and accrued revenue	Accounts receivable and accrued revenue	6		—		—		—		6		Accounts receivable and accrued revenue	1		—		—		—		1
Other assets	Other assets	53		—		—		—		53		Other assets	4		—		—		—		4
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(105)		1		—		—		(104)		Accounts payable and accrued expenses	(41)		(1)		—		—		(42)
Deferred revenue	Deferred revenue	28		—		—		—		28		Deferred revenue	(40)		—		—		—		(40)
Other liabilities	Other liabilities	(2)		3		—		—		1		Other liabilities	32		—		—		—		32
Deferred income taxes		3		—		—		—		3

Advances to/from consolidated subsidiaries	Advances to/from consolidated subsidiaries	289		(49)		(240)		—		—		Advances to/from consolidated subsidiaries	7		3		(10)		—		—
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	(359)		(45)		(241)		—		(645)		Net cash provided by (used in) operating activities	(520)		—		(10)		—		(530)
Cash Flows from Investing Activities:	Cash Flows from Investing Activities:											Cash Flows from Investing Activities:
Purchases of property and equipment and capitalized software	Purchases of property and equipment and capitalized software	(270)		—		—		—		(270)		Purchases of property and equipment and capitalized software	(116)		—		—		—		(116)

Change in security deposits with landlords		1		—		—		—		1

Proceeds from asset divestitures and sale of investments, net of cash divested		42		—				—		42

Contributions to investments		(6)		—		—		—		(6)
Distributions from investments		18		—		—		—		18

Cash used for acquisitions, net of cash acquired		(9)		—		—		—		(9)
Net cash provided by (used in) investing activities		(224)		—		—		—		(224)
Other investing												Other investing	(5)		—		—		—		(5)

Net cash provided by (used in) investing activities												Net cash provided by (used in) investing activities	(121)		—		—		—		(121)
Cash Flows from Financing Activities:												Cash Flows from Financing Activities:

Proceeds from issuance of debt												Proceeds from issuance of debt	1,277		—		—		—		1,277
Proceeds from issuance of stock												Proceeds from issuance of stock	34		—		—		—		34
Repayments of debt												Repayments of debt	(652)		—		—		—		(652)

Debt and equity issuance costs												Debt and equity issuance costs	(48)								(48)
Additions to members’ service retainers												Additions to members’ service retainers	178		—		—		—		178
Refunds of members’ service retainers												Refunds of members’ service retainers	(191)		—		—		—		(191)
Other financing												Other financing	(4)		—		—		—		(4)
Net cash provided by (used in) financing activities												Net cash provided by (used in) financing activities	594		—		—		—		594
Effects of exchange rate changes on cash, cash equivalents and restricted cash												Effects of exchange rate changes on cash, cash equivalents and restricted cash	(3)		—		—		—		(3)
Net increase (decrease) in cash, cash equivalents and restricted cash												Net increase (decrease) in cash, cash equivalents and restricted cash	(50)		—		(10)		—		(60)
Cash, cash equivalents and restricted cash—Beginning of period												Cash, cash equivalents and restricted cash—Beginning of period	289		—		10		—		299
Cash, cash equivalents and restricted cash—End of period												Cash, cash equivalents and restricted cash—End of period	$	239	$	—	$	—	$	—	$	239

~~Table of Contents~~

~~CONDENSED~~ CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE ~~NINE~~SIX MONTHS ENDED

~~SEPTEMBER~~JUNE 30, 2022

(UNAUDITED)

(Amounts in millions) WeWork Companies LLC & Subsidiaries (Consolidated) WeWork Inc. (Standalone) Other Subsidiaries (Combined) Eliminations WeWork Inc. Consolidated
Cash Flows from Financing Activities:
Principal payments for property and equipment acquired under finance leases (6) — — — (6)
Proceeds from issuance of debt 350 — — — 350
Repayments of debt (5) — — — (5)
Debt and equity issuance costs (17) — — — (17)
Proceeds from exercise of stock options and warrants 5 — — — 5
Taxes paid on withholding shares (1) — — — (1)
Distribution to noncontrolling interests (3) — — — (3)
Issuance of noncontrolling interests 32 — — — 32
Payments for contingent consideration and holdback of acquisition proceeds (1) — — — (1)
Proceeds relating to contingent consideration and holdbacks of disposition proceeds 5 — — — 5
Additions to members’ service retainers 319 — — — 319
Refunds of members’ service retainers (271) — — — (271)
Net cash provided by (used in) financing activities 407 — — — 407
Effects of exchange rate changes on cash, cash equivalents and restricted cash (6) — — — (6)
Net increase (decrease) in cash, cash equivalents and restricted cash (182) (45) (241) — (468)
Cash, cash equivalents and restricted cash—Beginning of period 640 45 250 — 935
Cash, cash equivalents and restricted cash—End of period $ 458 $ — $ 9 $ — $ 467


(Amounts in millions)	WeWork Companies LLC & Subsidiaries (Consolidated)		WeWork Inc. (Standalone)		Other Subsidiaries (Combined)		Eliminations		WeWork Inc. Consolidated
Cash Flows from Operating Activities:
Net loss	$	(1,149)	$	(1,012)	$	(1,038)	$	2,060	$	(1,139)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	329		—		—		—		329

Impairment expense/(gain on sale)	127		—		—		—		127


Stock-based compensation expense	26		—		—		—		26



Non-cash interest expense	149		—		—		—		149

Equity income (loss) from consolidated subsidiaries	—		1,022		1,038		(2,060)		—


Foreign currency (gain) loss	201		—		—		—		201


Other non-cash operating expenses	52		(10)		—		—		42
Changes in operating assets and liabilities:
Operating lease right-of-use assets	610		—		—		—		610
Current and long-term lease obligations	(798)		—		—		—		(798)



Accounts receivable and accrued revenue	14		—		—		—		14
Other assets	(7)		(15)		—		—		(22)
Accounts payable and accrued expenses	(91)		—		1		—		(90)
Deferred revenue	2		—		—		—		2
Other liabilities	(4)		18		—		—		14

Advances to/from consolidated subsidiaries	292		(48)		(244)		—		—
Net cash provided by (used in) operating activities	(247)		(45)		(243)		—		(535)
Cash Flows from Investing Activities:
Purchases of property and equipment and capitalized software	(175)		—		—		—		(175)










Other investing	2		—		—		—		2

Net cash provided by (used in) investing activities	(173)		—		—		—		(173)
Cash Flows from Financing Activities:


Proceeds from issuance of debt	350		—		—		—		350
Repayments of debt	(4)		—		—		—		(4)
Debt and equity issuance costs	(17)								(17)


Additions to members’ service retainers	213		—		—		—		213
Refunds of members’ service retainers	(169)		—		—		—		(169)
Other financing	35		—		—		—		35
Net cash provided by (used in) financing activities	408		—		—		—		408
Effects of exchange rate changes on cash, cash equivalents and restricted cash	(3)		—		—		—		(3)
Net increase (decrease) in cash, cash equivalents and restricted cash	(15)		(45)		(243)		—		(303)
Cash, cash equivalents and restricted cash—Beginning of period	640		45		250		—		935
Cash, cash equivalents and restricted cash—End of period	$	625	$	—	$	7	$	—	$	632

~~Table of Contents~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~FOR THE NINE MONTHS~~ ~~ENDED~~

~~SEPTEMBER 30, 2021~~

~~(UNAUDITED)~~

(Amounts in millions) WeWork Companies LLC & Subsidiaries (Consolidated) WeWork Inc. (Standalone) Other Subsidiaries (Combined) Eliminations WeWork Inc. Consolidated
Cash Flows from Operating Activities:
Net loss $ (3,485) $ (3,723) $ (3,379) $ 6,758 $ (3,829)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization 535 — — — 535
Impairment expense 629 — — — 629
Non-cash transaction with principal shareholder 428 — — — 428
Stock-based compensation expense 164 — — — 164
Issuance of stock for services rendered, net of forfeitures (2) — — — (2)
Non-cash interest expense 158 — — — 158
Provision for allowance for doubtful accounts 20 — — — 20
Equity income (loss) from consolidated subsidiaries — 3,380 3,378 (6,758) —
(Income) loss from equity method and other investments 19 — — — 19
Distribution of income from equity method and other investments 3 — — — 3
Foreign currency (gain) loss 141 — — — 141
Change in fair value of financial instruments — 343 — 343
Changes in operating assets and liabilities: 0
Operating lease right-of-use assets 1,161 — — — 1,161
Current and long-term lease obligations (1,252) — — — (1,252)
Accounts receivable and accrued revenue (11) — — — (11)
Other assets (38) — 1 — (37)
Accounts payable and accrued expenses 44 (11) — — 33
Deferred revenue (38) — — — (38)
Other liabilities (9) 3 — — (6)
Deferred income taxes 2 — — — 2
Advances to/from consolidated subsidiaries (7) 7 — — —
Net cash provided by (used in) operating activities (1,538) (1) — — (1,539)
Cash Flows from Investing Activities:
Purchases of property and equipment and capitalized software (232) — — — (232)
Change in security deposits with landlords 4 — — — 4
Proceeds from asset divestitures and sale of investments, net of cash divested 11 — — — 11
Contributions to investments (27) — — — (27)
Net cash provided by (used in) investing activities (244) — — — (244)

~~Table of Contents~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~FOR THE NINE MONTHS~~ ~~ENDED~~

~~SEPTEMBER 30, 2021~~

~~(UNAUDITED)~~

(Amounts in millions) WeWork Companies LLC & Subsidiaries (Consolidated) WeWork Inc. (Standalone) Other Subsidiaries (Combined) Eliminations WeWork Inc. Consolidated
Cash Flows from Financing Activities:
Principal payments for property and equipment acquired under finance leases (3) — — — (3)
Proceeds from unsecured related party debt 1,000 — — — 1,000
Proceeds from issuance of debt 699 — — — 699
Repayments of debt (357) — — — (357)
Proceeds from exercise of stock options and warrants 1 1 — — 2
Issuance of noncontrolling interests 30 — — — 30
Payments for contingent consideration and holdback of acquisition proceeds (2) — — — (2)
Proceeds relating to contingent consideration and holdbacks of disposition proceeds 12 — — — 12
Additions to members’ service retainers 330 — — — 330
Refunds of members’ service retainers (292) — — — (292)
Net cash provided by (used in) financing activities 1,418 1 — — 1,419
Effects of exchange rate changes on cash, cash equivalents and restricted cash (1) — — — (1)
Net increase (decrease) in cash, cash equivalents and restricted cash (365) — — — (365)
Cash, cash equivalents and restricted cash—Beginning of period 854 — — — 854
Cash, cash equivalents and restricted cash—End of period $ 489 $ — $ — $ — $ 489

Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

WeWork is the leading global flexible workspace provider, serving a membership base of businesses large and small through our network of ~~801~~777 locations, including ~~647~~610 Consolidated Locations (as defined in the section entitled "Key Performance Indicators"), around the world as of ~~September 2022.~~June 2023. With our global footprint, we have worked to establish ourselves as the preeminent brand within the space-as-a-service category by combining best-in-class locations and design with member-first hospitality and exceptional community experiences. Since new management was instituted in 2020, we immediately began to execute a strategic plan to transform our business. With a more efficient operating model and cost conscious mindset, moving forward we expect to pursue profitable growth and focus on the digitization of our real estate in order to enhance our product offerings, and expand and diversify our membership base, while continuously meeting the growing demand for flexibility.

In the wake of the 2008 global financial crisis, WeWork opened its first location in lower Manhattan in 2010 to provide entrepreneurs and small businesses with flexible, affordable and community-centered office space. The initial vision was to create environments where people and companies could come together to "do what they love." Our value proposition proved to be highly attractive to a range of users, which soon evolved to encompass a growing set of medium- and large-scale businesses, including our Enterprise Members (as defined in the section entitled ~~"Key Performance Indicators"~~).

For nearly a decade, WeWork embarked on a high-growth path towards global expansion. Within four years, the Company grew to 23 locations across eight cities and opened its first international locations in the United Kingdom and Israel. In 2019, WeWork filed a registration statement in connection with a proposed initial public offering which was later withdrawn. Following the withdrawal of the registration statement, SBG provided WeWork with additional access to capital to support our day-to-day operations and other capital needs. Subsequently, the board of directors of WeWork directed a change in leadership.

We rebuilt our leadership team beginning with the appointment of Sandeep Mathrani as Chief Executive Officer in February 2020. With a new leadership team comprised of seasoned professionals in the public and private sectors, WeWork immediately began to execute a strategic plan to transform our business. That plan included robust expense management efforts, the exit of non-core businesses and material real estate portfolio optimization. On October 20, 2021, Legacy BowX consummated its going-public business combination with Legacy WeWork. In connection with the closing of the Business Combination, Legacy BowX changed its name to WeWork Inc. and the Company's stock began trading on the NYSE under the ticker symbol "WE".

WeWork’s core business offering provides flexibility across space, time and cost. Whether users are looking for a dedicated desk, a private office or a fully customized floor, our members have the flexibility to choose the amount of space they need and scale with us as their businesses grow. Members also have the optionality to choose the type of membership that works for them, with a range of flexible offerings that provide access to space on a monthly subscription basis, through a multi-year membership agreement or on a pay-as-you-go basis. Additionally, a WeWork membership provides members with portability of cost, giving our members the flexibility to move part or all of an existing commitment to a new market, region or country.

Membership agreements provide our members with access to space along with certain baseline amenities and services, such as private phone booths, internet, high-speed business printers and copiers, mail and packaging handling, front desk services, 24/7 building access, unique common areas and daily enhanced cleaning for no additional cost.

Beyond the amenities offered, we believe that our community team is what sets us apart from other space providers in the industry. With a member-first mindset, our community teams provide an exceptional level of hospitality by not only overseeing onsite operations and supporting day-to-day needs, but also focusing on cultivating meaningful relationships with and between our members to deliver a premium experience.

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By providing all of the overhead services required to find and operate office space, WeWork significantly reduces the complexity and cost of leasing real estate to a simplified membership model.

In the wake of the COVID-19 pandemic, we accelerated our efforts to digitize our real estate offering through the launch of the WeWork All Access and WeWork On Demand products (collectively, "WeWork Access"). WeWork All Access is a monthly subscription-based model that provides members with access to book space at any participating WeWork location within their home country. Through WeWork All Access, members can book dedicated desks, conference rooms and private offices right from their phones – enabling users to choose when, where and how they work. WeWork On Demand provides users pay-as-you-go access to book individual workspace or conference rooms at nearby WeWork locations, giving members the flexibility to book individual workspace by the hour or conference rooms by the day on the WeWork On Demand mobile app.

Key Performance Indicators

To evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions, we rely on our financial results prepared in accordance with GAAP, non-GAAP measures, and the following key performance indicators.

For certain key performance indicators, the amounts we present are based on whether the indicator relates to a location for which the revenues and expenses of the location are consolidated within our results of operations ("Consolidated Locations") or whether the indicator relates to a location for which the revenues and expenses are not consolidated within our results of operations, but for which we are entitled to a management fee for our advisory services ("Unconsolidated Locations").

~~On October 2, 2020, the Company deconsolidated ChinaCo, a previously consolidated subsidiary~~ As of ~~the Company that operated our locations in the Greater China region. On~~ June 1, 2021, we closed a franchise agreement with Ampa and transferred the building operations and obligations of our Israel locations to Ampa. Subsequent to the date of these respective transactions our ChinaCo and Israel locations are included in30, 2023, our Unconsolidated ~~Locations. For amounts relating to periods prior to October 2, 2020, and June 1, 2021, ChinaCo and Israel locations, respectively, remain reflected as Consolidated~~ Locations and as a result, periods may not be comparable. There is no impact to the combined Consolidated Locations and Unconsolidated Locations ("Systemwide Locations") indicators as a result of the ChinaCo Deconsolidation or Israel franchise agreement. As of September 30, 2022,include our locations in India, the Greater China region, Israel, South Africa and certain Common Desk Inc. ("Common Desk") locations under management ~~agreements are our only Unconsolidated Locations.~~agreements.

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Unless otherwise noted, we present our key performance indicators as an aggregation of Consolidated Locations and Unconsolidated ~~Locations.~~Locations ("Systemwide Locations"). As presented in this Form 10-Q, certain amounts, percentages and other figures have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars or percentage amounts of changes may not represent the arithmetic summation or calculation of the figures that precede them. Any totals of key performance indicators presented as of a period end reflect the count as of the first day of the last month in the period. First-of-the-month counts are used because the economics of those counts generally impact the results for that monthly period, and most move-ins and openings occur on the first day of the month.

Workstation Capacity

Workstation capacity represents the estimated number of workstations available at total open locations.

Workstation capacity is a key indicator of our scale and our capacity to sell memberships across our network of locations. Our future sales and marketing expenses and capital expenditures will be a function of our efforts to increase workstation capacity. The cost at which we build out our workstations affects our capital expenditures, and the cost at which we acquire memberships and fill our workstations affects our sales and marketing expenses. As of ~~September 2022,~~June 2023, we had total workstation capacity of ~~928~~906 thousand, down ~~less than 1%~~approximately 2% from ~~932~~922 thousand as of ~~September 2021,~~June 2022, with the decrease as a direct result of the Company's continued operational restructuring efforts to exit certain leases throughout ~~2021~~2022 and ~~the nine months ended September 30, 2022.~~2023.

Workstation capacity is presented in this Form 10-Q rounded to the nearest thousand. Workstation capacity is based on management’s best estimates of capacity at a location based on our inventory management system and sales layouts and is not meant to represent the actual count of workstations at our locations.

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Memberships

Memberships are the cumulative number of physical memberships, WeWork All Access memberships, and WeMemberships (the latter of which are certain predecessor products). Physical memberships provide access to a workstation and represent the number of memberships from our various product offerings, including our standard dedicated desks, private offices and customized floors. WeWork All Access memberships are monthly memberships providing an individual with access to participating WeWork locations. WeMemberships are legacy products that provide member user login access to the WeWork member network online or through the mobile application as well as access to service offerings and the right to reserve space on an à la carte basis, among other benefits. Each physical membership, WeWork All Access membership, and other ~~virtual~~legacy memberships is considered to be one membership.

The number of memberships is a key indicator of the adoption of our global membership network, the scale and reach of our network and our ability to fill our locations with members. Memberships also represent monetization opportunities from our current and future service offerings. Memberships are presented in this Form 10-Q rounded to the nearest thousand. Memberships can differ from the number of individuals using workspace at our locations for a number of reasons, including members utilizing workspace for fewer individuals than the space was designed to accommodate.

As of ~~September 2022,~~June 2023, we had ~~739~~730 thousand total memberships, an increase of ~~28%~~approximately 1% from ~~578~~723 thousand memberships as of ~~September 2021.~~June 2022. This increase in total memberships included a ~~113%~~1% decrease in physical memberships and a 24% increase in WeWork All Access and Other Legacy ~~Memberships~~Memberships. Total memberships decreased 3% from 32754 thousand as of ~~September 2021 to 68 thousand as~~December 2022, primarily driven by Enterprise Membership (as defined below) churn and the closure of ~~September 2022.~~some of our Consolidated Locations.

Physical Occupancy Rate

Physical occupancy rates are calculated by dividing physical memberships by workstation capacity in a location. Physical occupancy rates are a way of measuring how full our workspaces are. As of ~~September 2022,~~June 2023, our physical occupancy rate was 72%, consistent with June 2022. The physical occupancy rate remained

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consistent primarily due to a 1% decrease in physical memberships, combined with a 2% decrease in workstation capacity. Physical occupancy decreased 4% from 75% as of December 2022, primarily driven by the decrease in Enterprise Memberships discussed above.

Physical Membership Average Revenue per Membership

Physical membership monthly average revenue per membership ("ARPM") is calculated by dividing membership and service revenue less WeWork Access revenue and Unconsolidated Locations management fee revenue by Consolidated Locations cumulative physical memberships in the period. For example, a member that is active for ten months of the year would represent ten cumulative physical memberships. Physical membership monthly ARPM is a way of measuring the impact of revenue due to changes in price or rate. For the three months ended June 30, 2023, our physical membership monthly ARPM was $502, compared to ~~59%~~$481 for the three months ended June 30, 2022. For the six months ended June 30, 2023, our physical membership monthly ARPM was $496, compared to $482 as of ~~September 2021.~~June 30, 2022. The increase in ~~physical occupancy rate~~Physical membership monthly ARPM was primarily due to a ~~23%~~$27 million and $44 million increase in ~~physical memberships as members continue returning~~early termination fees, which is reflective of increased churn experienced, for the three and six months ended June 30, 2023, respectively, compared to the ~~office.~~same periods in 2022.

A calculation of Physical Membership Monthly ARPM is set forth below:


(Amounts in millions, except memberships in thousands and ARPM in ones)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Membership and service revenue	$	840	$	801	$	1,684	$	1,548
WeWork Access revenue	(62)		(45)		(121)		(81)
Unconsolidated Locations management fee revenue	(5)		(5)		(11)		(8)
Consolidated Locations Physical Membership and Service revenue	773		751		1,552		1,459
Consolidated Locations cumulative physical memberships	1,540		1,562		3,130		3,027
Physical Membership Monthly ARPM	$	502	$	481	$	496	$	482

Enterprise Physical Membership Percentage

Enterprise memberships represent memberships attributable to Enterprise Members, which we define as organizations with 500 or more full-time employees. Enterprise Members are strategically important for our business as they typically sign membership agreements with longer-term commitments and for multiple solutions, which enhances our revenue visibility.

Enterprise physical membership percentage represents the percentage of our memberships attributable to these organizations. There is no minimum number of workstations that an organization needs to reserve in order to be considered an Enterprise Member. For example, an organization with 700 full-time employees that pays for 50 of its employees to occupy workstations at our locations would be considered one Enterprise Member with 50 memberships. As of ~~September 2022, 47%~~June 2023, 41% of our Consolidated Locations physical memberships were attributable to Enterprise Members, down from ~~49%~~45% as of ~~September 2021.~~June 2022. For the three months ended ~~September~~June 30, ~~2022, enterprise memberships~~2023, Enterprise Memberships accounted for ~~46%~~43% of membership and service revenue compared to ~~48%~~44% for the three months ended ~~September~~June 30, ~~2021.~~2022. For the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, ~~enterprise memberships~~Enterprise Memberships accounted for ~~45%~~44% of membership and service ~~revenue compared to 48% for the nine months ended September 30, 2021.~~revenue.

Non-GAAP Financial Measures

To evaluate the performance of our business, we rely on both our results of operations prepared in accordance with GAAP as well as certain non-GAAP financial measures, including Adjusted EBITDA, Free Cash Flow, and constant-currency presentation of certain financial measures. These non-GAAP measures, as discussed further below, are not defined or calculated under principles, standards or rules

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that comprise GAAP. Accordingly, the non-GAAP financial measures we use and refer to should not be viewed as a substitute for financial measures calculated in accordance with GAAP and we encourage you not to rely on any single financial measure to evaluate our business, financial condition, or results of operations. These non-GAAP financial measures are supplemental measures that we believe provide management and our investors with a more detailed understanding of our performance. Our definitions of Adjusted EBITDA, Free Cash Flow, and constant-currency described below are specific to our business and you should not assume that they are comparable to similarly titled financial measures that may be presented by other companies.

Adjusted EBITDA

We supplement our GAAP financial results by evaluating Adjusted EBITDA, which is a non-GAAP measure. We define "Adjusted EBITDA" as net loss before income tax (benefit) provision, interest and other (income) expenses, net, depreciation and amortization, restructuring and other related (gains) costs, impairment ~~(gain~~expense/(gain on sale) ~~of goodwill, intangibles and other assets,~~, stock-based compensation expense, stock-based payments for services rendered by consultants, change in fair value of contingent consideration liabilities, legal, tax and regulatory reserves or settlements, legal costs incurred by the Company in connection with regulatory investigations and litigation regarding the Company’s 2019 withdrawn initial public offering and the related execution of the SoftBank Transactions, as defined in Note 1 of the Notes to the ~~Condensed~~ Consolidated Financial Statements included in this Form 10-Q, net of any insurance or other recoveries, and expense related to mergers, acquisitions, divestitures and capital raising activities.

A reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA is set forth below:


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,		Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)	2022		2021		2022		2021			(Amounts in millions)	2023		2022		2023		2022
Net loss(1)	Net loss(1)	$	(629)	$	(844)	$	(1,768)	$	(3,829)		Net loss(1)	$	(397)	$	(635)	$	(696)	$	(1,139)
Income tax (benefit) provision(1)	Income tax (benefit) provision(1)	3		(2)		5		5			Income tax (benefit) provision(1)	5		3		2		2
Interest and other (income) expenses, net(1)	Interest and other (income) expenses, net(1)	290		206		753		828			Interest and other (income) expenses, net(1)	41		316		139		463
Depreciation and amortization(1)	Depreciation and amortization(1)	156		171		485		535			Depreciation and amortization(1)	156		158		304		329
Restructuring and other related (gains) costs(1)	Restructuring and other related (gains) costs(1)	(34)		16		(190)		482			Restructuring and other related (gains) costs(1)	(107)		(26)		(165)		(156)
Impairment expense(1)		97		88		224		629
Impairment expense/(gain on sale)(1)											Impairment expense/(gain on sale)(1)	263		36		340		127
Stock-based compensation expense(2)	Stock-based compensation expense(2)	13		4		39		62			Stock-based compensation expense(2)	3		13		6		26

Other, net(3)	Other, net(3)	(1)		5		1		37			Other, net(3)	—		1		5		2
Adjusted EBITDA	Adjusted EBITDA	$	(105)	$	(356)	$	(451)	$	(1,251)		Adjusted EBITDA	$	(36)	$	(134)	$	(65)	$	(346)

(1)As presented on our Condensed Consolidated Statements of Operations.

(2)Represents the non-cash expense of our equity compensation arrangements for employees, directors, and consultants.

(3)Other, net includes ~~stock-based payments for services rendered by consultants, change in fair value of contingent consideration liabilities, legal, tax~~the remaining adjustments described above and regulatory reserves or settlements, legal costs incurred by the Company in connection with regulatory investigations and litigation regarding the Company’s 2019 withdrawn initial public offering and the related execution of the SoftBank Transactions, as defined in Note 1 of the notes to the condensed consolidated financial statementsare included in ~~this Form 10-Q, net of any insurance or other recoveries, and expense related to mergers, acquisitions, divestitures and capital raising activities, all as included in Selling,~~selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

When used in conjunction with GAAP financial measures, we believe that Adjusted EBITDA is a useful supplemental measure of operating performance because it facilitates comparisons of historical performance by excluding non-cash items such as stock-based payments, fair market value adjustments and impairment charges and other amounts not directly attributable to our primary operations, such as the impact of restructuring costs, acquisitions, disposals, non-routine investigations, litigation and settlements. Depreciation and amortization relate primarily to the depreciation of our leasehold improvements, equipment and furniture. These capital expenditures are incurred and capitalized subsequent to the commencement of our leases and are depreciated over the lesser of the useful life of the asset or the

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term of the lease. The initial capital expenditures are assessed by management as an investing activity, and the related depreciation and amortization are non-cash charges that are not considered in management’s assessment of the daily operating performance of our locations. As a result the impact of depreciation and amortization is excluded from our calculation of Adjusted EBITDA. Restructuring and other related (gains) costs relate primarily to the decision to slow growth and terminate leases and are therefore not ordinary course costs directly attributable to the daily operation of our locations. In addition,

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while the legal costs incurred by the Company in connection with regulatory investigations and litigation regarding the Company’s 2019 withdrawn initial public offering and the related execution of the SoftBank Transactions are cash expenses, these are not expected to be recurring after the matters are resolved and they do not represent expenses necessary for our business operations.

Adjusted EBITDA is also a key metric used internally by our management to evaluate performance and develop internal budgets and forecasts.

Adjusted EBITDA has limitations as an analytical tool, should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP and does not provide a complete understanding of our operating results as a whole. Some of these limitations are:

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

•it does not reflect our interest expense or the cash requirements necessary to service interest or principal payments on our debt;

•it does not reflect our tax expense or the cash requirements to pay our taxes;

•it does not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments;

•although stock-based compensation expenses are non-cash charges, we rely on equity compensation to compensate and incentivize employees, directors and certain consultants, and we may continue to do so in the future; and

•although depreciation, amortization and impairments are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and this non-GAAP measure does not reflect any cash requirements for such replacements.

Free Cash Flow

Because of the limitations of Adjusted EBITDA, as noted above, we also supplement our GAAP results by evaluating Free Cash Flow, a non-GAAP measure. We define "Free Cash Flow" as net cash provided by (used in) operating activities less ~~Purchases~~purchases of property, equipment and capitalized software, each as presented in the Company's Condensed Consolidated Statements of Cash Flows and calculated in accordance with GAAP.

The prior years' financial information has been reclassified to conform to the current year presentation for the aggregation of Capitalized software of $39 million and $29 million during the nine months ended September 30, 2022 and 2021, respectively, and Purchases of property and equipment into one financial statement line item, "Purchases of property, equipment and capitalized software".

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A reconciliation of net cash provided by (used in) operating activities, the most comparable GAAP measure, to Free Cash Flow is set forth below:


		Nine Months Ended September 30,			Six Months Ended June 30,
(Amounts in millions)	(Amounts in millions)		2022			2021		(Amounts in millions)	2023		2022
Net cash provided by (used in) operating activities (1)	Net cash provided by (used in) operating activities (1)		$	(645)		$	(1,539)	Net cash provided by (used in) operating activities (1)	$	(530)	$	(535)
Less: Purchases of property, equipment and capitalized software (1)	Less: Purchases of property, equipment and capitalized software (1)		(270)			(232)		Less: Purchases of property, equipment and capitalized software (1)	(116)		(175)
Free Cash Flow	Free Cash Flow		$	(915)		$	(1,771)	Free Cash Flow	$	(646)	$	(710)

(1)As presented on our Condensed Consolidated Statements of Cash Flows.

Free Cash Flow is both a performance measure and a liquidity measure that we believe provides useful information to management and investors about the amount of cash generated by or used in the

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business. Free Cash Flow is also a key metric used internally by our management to develop internal budgets, forecasts and performance targets.

Free Cash Flow has limitations as an analytical tool, should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP and does not provide a complete understanding of our results and liquidity as a whole. Some of these limitations are:

•it only includes cash outflows for purchases of property, equipment and capitalized software and not for other investing cash flow activity or financing cash flow activity;

•it is subject to variation between periods as a result of changes in working capital and changes in timing of receipts and disbursements;

•although non-cash GAAP straight-line lease costs are non-cash adjustments, these charges generally reflect amounts we will be required to pay our landlords in cash over the lifetime of our leases; and

Constant-Currency

We supplement our GAAP financial results and Adjusted EBITDA by evaluating our results on a constant-currency basis. We believe that the disclosure of our financial results on a constant-currency basis is a useful supplemental measure of operating performance because it facilitates comparisons of historical performance by excluding the effects of foreign currency volatility. We calculate our constant-currency results by translating the prior year functional currency results at the current period actual foreign currency exchange rate. The presentation of financial results on a constant-currency basis should be

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considered in addition to, but not a substitute for, measures of financial performance reported in accordance with ~~U.S.~~ GAAP.

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The following table sets forth the constant-currency impact of foreign exchange for certain financial measures on the Company’s Condensed Consolidated Results of Operations and Adjusted EBITDA for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


(Amounts in millions, except percentages)	(Amounts in millions, except percentages)	Three Months Ended September 30,							%	%				(Amounts in millions, except percentages)		Three Months Ended June 30,									%				%
			2022		2021					Change		Change			(Amounts in millions, except percentages)		2023				2022									Change			Change
			Actual Currency		Actual Currency		FX Impact			Actual Currency		Constant Currency					Actual Currency				Actual Currency				FX Impact					Actual Currency			Constant Currency

Revenue	Revenue		$	817	$	661	$	(42)		24	%	32	%			Revenue			$	844			$	815			$	(4)			4	%		4	%
Expenses:	Expenses:														Expenses:
Location operating expenses—cost of revenue(1)	Location operating expenses—cost of revenue(1)		730		752		(48)			(3)	%	4	%		Location operating expenses—cost of revenue(1)		725				736				(4)					(1)	%		(1)	%

Pre-opening location expenses	Pre-opening location expenses		23		40		(2)			(43)	%	(39)	%		Pre-opening location expenses		8				38				1					(79)	%		(79)	%
Selling, general and administrative expenses(2)	Selling, general and administrative expenses(2)		181		234		(7)			(23)	%	(20)	%		Selling, general and administrative expenses(2)		150				189				(1)					(21)	%		(20)	%
Restructuring and other related (gains) costs	Restructuring and other related (gains) costs		(34)		16		(4)			(313)	%	(383)	%		Restructuring and other related (gains) costs		(107)				(26)				—					312	%		312	%
Impairment expense			97		88		1			10	%	9	%
Impairment expense/(gain on sale)															Impairment expense/(gain on sale)		263				36				—					631	%		631	%
Depreciation and amortization	Depreciation and amortization		156		171		(10)			(9)	%	(3)	%		Depreciation and amortization		156				158				(1)					(1)	%		(1)	%
Total expenses	Total expenses		$	1,153	$	1,301	$	(70)		(11)	%	(6)	%		Total expenses		$	1,195			$	1,131			$	(5)				6	%		6	%

Loss from operations	Loss from operations		(336)		(640)		28			(48)	%	(45)	%		Loss from operations		(351)				(316)				1					11	%		11	%

Adjusted EBITDA(3)	Adjusted EBITDA(3)		$	(105)	$	(356)	$	12		(71)	%	(69)	%		Adjusted EBITDA(3)		$	(36)			$	(134)			$	—				(73)	%		(73)	%

(1)Exclusive of depreciation and amortization shown separately on the depreciation and amortization line in the amount of ~~$148~~$149 million and ~~$162~~$150 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

(2)Includes cost of revenue in the amount of $2$(1) million and ~~$29~~$2 million during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

(3)See section entitled "Key Performance Indicators — Adjusted EBITDA" for a reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA.

The following table sets forth the constant-currency impact of foreign exchange for certain financial measures on the Company’s Condensed Consolidated Results of Operations and Adjusted EBITDA for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


(Amounts in millions, except percentages)				Nine Months Ended September 30,													%	%
					2022				2021									Change				Change
																												Six Months Ended June 30,													%	%
																													2023				2022									Change				Change
(Amounts in millions, except percentages)	(Amounts in millions, except percentages)				Actual Currency				Actual Currency				FX Impact					Actual Currency				Constant Currency				(Amounts in millions, except percentages)			Actual Currency				Actual Currency				FX Impact					Actual Currency				Constant Currency

		Revenue	Revenue				$	2,397			$	1,852			$	(87)				29	%			36	%		Revenue				$	1,693			$	1,580			$	(29)				7	%			9	%
Expenses:	Expenses:																									Expenses:
Location operating expenses—cost of revenue(1)	Location operating expenses—cost of revenue(1)				2,202				2,351				(104)					(6)	%			(2)	%			Location operating expenses—cost of revenue(1)			1,449				1,472				(27)					(2)	%			—	%

Pre-opening location expenses	Pre-opening location expenses				108				117				(4)					(8)	%			(4)	%			Pre-opening location expenses			15				85				—					(82)	%			(82)	%
Selling, general and administrative expenses(2)	Selling, general and administrative expenses(2)				578				734				(16)					(21)	%			(19)	%			Selling, general and administrative expenses(2)			305				397				(4)					(23)	%			(22)	%
Restructuring and other related (gains) costs	Restructuring and other related (gains) costs				(190)				482				5					(139)	%			(139)	%			Restructuring and other related (gains) costs			(165)				(156)				(1)					6	%			5	%
Impairment expense					224				629				(15)					(64)	%			(64)	%
Impairment expense/(gain on sale)																										Impairment expense/(gain on sale)			340				127				5					168	%			158	%
Depreciation and amortization	Depreciation and amortization				485				535				(21)					(9)	%			(6)	%			Depreciation and amortization			304				329				(6)					(8)	%			(6)	%
Total expenses	Total expenses				$	3,407			$	4,848			$	(155)				(30)	%			(27)	%			Total expenses			$	2,248			$	2,254			$	(33)				—	%			1	%

Loss from operations	Loss from operations				(1,010)				(2,996)				68					(66)	%			(66)	%			Loss from operations			(555)				(674)				4					(18)	%			(17)	%

Adjusted EBITDA(3)	Adjusted EBITDA(3)				$	(451)			$	(1,251)			$	36				(64)	%			(63)	%			Adjusted EBITDA(3)			$	(65)			$	(346)			$	1				(81)	%			(81)	%

(1)Exclusive of depreciation and amortization shown separately on the Depreciation and amortization line in the amount of ~~$455~~$290 million and ~~$508~~$308 million for the ~~nine~~six months ended~~September~~ June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

(2)Includes cost of revenue in the amount of ~~$17 million~~none and ~~$61~~$15 million during the ~~nine~~six months ended~~September~~ June 30, 2023 and 2022, ~~and 2021,~~ respectively.

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(3)See section entitled "Key Performance Indicators — Non-GAAP Financial Measures — Adjusted EBITDA" for a reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA.

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Key Factors Affecting the Comparability of Our Results

Foreign Currency Translation

As a global company, the comparability of our results of operations may be impacted by fluctuations in the foreign currency exchange rates used to translate our financial results to the U.S. ~~Dollar~~dollar in countries where the U.S. ~~Dollar~~dollar is not the functional currency. As the U.S. ~~Dollar~~dollar strengthens relative to the functional currencies of our international operations, our international revenues will be unfavorably impacted, and as the U.S. ~~Dollar~~dollar weakens relative to other functional currencies our international revenues will be favorably impacted.

See section above entitled "Key Performance Indicators — Non-GAAP Financial Measures — Constant Currency" for more information on how we supplement our financial results by evaluating them on a constant currency basis.

Restructuring and Impairments

In September 2019, we commenced an operational restructuring program to improve our financial position and refocus on our core space-as-a-service business, establishing an expected path to profitable growth.

During the ~~nine~~six months ended ~~September~~June 30, 2021, we were successful in achieving a 44% reduction totaling $579 million in total costs associated with Selling, general and administrative expenses as compared to the nine months ended September 30, 2020. During the nine months ended September 30, 2022,2023, we achieved an additional ~~21%~~23% reduction of total costs related to selling, general and administrative costs totaling ~~$156~~$92 million compared to the ~~nine~~six months ~~September~~ended June 30, ~~2021.~~2022. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we also terminated leases associated with a total of 2535 previously opened locations, ~~and 4 pre-open~~including 3 locations ~~compared to 78 previously opened locations and 3 pre-open locations terminated during the nine months ended September 30, 2021,~~associated with sale of our net assets in WeWork South Africa (Pty) Ltd, bringing the total terminations since the beginning of the restructuring to ~~241.~~287.

In conjunction with the efforts to right-size our real estate portfolio, the Company has also successfully amended over ~~480~~590 leases for a combination of partial terminations to reduce our leased space, rent reductions, rent deferrals, offsets for tenant improvement allowances and other strategic changes. These amendments and full and partial lease terminations have resulted in an estimated reduction of approximately ~~$10.3~~$12.7 billion in total future undiscounted fixed minimum lease cost payments that were scheduled to be paid over the life of the original executed lease agreements, including changes to the obligations of ChinaCo which occurred during the period it was consolidated.

Management is continuing to evaluate our real estate portfolio in connection with our ongoing restructuring efforts and expects to exit additional leases over the remainder of the restructuring period. The Company anticipates that there may be additional impairment, restructuring and related costs during ~~the remainder of 2022 and into~~ 2023, consisting primarily of lease termination charges, other exit costs and costs related to ceased use buildings, as the Company is still in the process of finalizing and implementing its operational restructuring plans.

As of September 30, 2022, we believe that the positive changes we have made and our focused business plan with enhanced cost discipline will set the stage for our future success as we continue to increase our membership offerings and expand our footprint strategically through flexible and capital light growth alternatives.

As the Company continues to execute on its operational restructuring program and ~~experiences~~realizes the benefits of our efforts to create a leaner, more efficient organization, results may be less comparable period over period.

See Note 54 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for additional information regarding our restructuring activities and impairment.

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~~Growth Strategy Changes~~

As we enter into more management agreements and/or participating leases, our net loss, net cash provided by (used in) operating activities, Adjusted EBITDA and Free Cash Flow may be negatively impacted as we share some of our margin with landlords or other partners in exchange for them funding the capital expenditures at a particular location. Under a participating lease, the landlord typically pays or reimburses us for the full build-out of the space and we generally do not pay a specified annual rent, but rather rent is determined based on revenues or profits from the space. Similarly, in a management agreement, the partner may fund all capital expenditures to build out the space to our design specifications and maintains full responsibility for the space, while we function as the manager and receive an agreed upon management fee. In contrast to standard lease arrangements where we receive the full benefit of the future margin from a given location, under these alternative arrangements, we share portions of this future margin with the landlord or other partner. The percentage of open locations subject to such alternative arrangements was approximately 25% and 24% as of September 2022 and 2021, respectively.

In March 2022, WeWork closed the acquisition of Common Desk, a Dallas-based coworking operator with 23 locations in Texas and North Carolina, that operates a majority of its locations under asset-light management agreements with landlords.

~~COVID-19 and Impact on our Business~~

In late 2019, an outbreak of COVID-19 had emerged and by March 11, 2020, the World Health Organization declared COVID-19 a pandemic. Since that time, COVID-19 has resulted in various governments imposing numerous restrictions, including travel bans, quarantines, stay-at-home orders, social distancing requirements and mandatory closure of “non-essential” businesses.

We continue to face a period of uncertainty as a result of the ongoing impact of the COVID-19 pandemic on our business and expect there may continue to be a material impact on demand for our space-as-a-service offering in the short-term.

The Company had been, and may continue to be, adversely impacted by member churn, non-payment (or delayed payment) from members or members seeking payment concessions or deferrals or cancellations as a result of the COVID-19 pandemic. Although new sales volumes improved during the second half of 2021, the Company continued to experience reduced new sales volumes at our locations during 2022, which negatively affected, and may continue to negatively affect, the Company's results of operations. We also continue to engage with our members as it relates to COVID-19 related payment deferral programs. Additionally, in order to retain our members, we may offer additional discounts or deferrals that may continue to negatively impact our net loss, net cash provided by (used in) operating activities, Adjusted EBITDA and Free Cash Flow. The Company is continuing to actively monitor its accounts receivable balances in response to the COVID-19 pandemic and also ceased recording revenue on certain existing contracts where collectability is not probable. During the nine months ended September 30, 2022, there were no significant additions or recoveries on such contracts.

In the wake of the onset of the COVID-19 pandemic, we accelerated our efforts to digitize our real estate offering through the launch of the WeWork All Access and WeWork On Demand products. WeWork All Access is a monthly subscription-based model that provides members with access to book space at any participating WeWork location within their home country. Through WeWork All Access, members can book dedicated desks, conference rooms and private offices right from their phones – enabling users to choose when, where and how they work. WeWork On Demand provides users pay-as-you-go access to book individual workspace or conference rooms at nearby WeWork locations, giving members the flexibility to book individual workspace by the hour or conference rooms by the day on the WeWork On Demand mobile app.

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~~While the total effects of the COVID-19 pandemic on the economy and our business are uncertain, our senior management team is proactively~~ ~~monitoring its impact on a regular basis and will continue to adjust our operations as necessary.~~

We also believe our liquidity position will be sufficient to help us mitigate the near-term uncertainty associated with COVID-19. As of September 30, 2022, we had cash, commitments and access to liquidity of over $1.0 billion, which includes $460 million of Cash and cash equivalents on our Condensed Consolidated Balance Sheet, as well as access to an additional $550 million in undrawn senior secured debt commitments. In addition to the Company's cash and unfunded cash commitments as of September 30, 2022, there was $0.2 billion in remaining letter of credit availability under the 2020 LC Facility (see the section entitled "—~~Liquidity and Capital Resources"~~ ~~for additional information on our liquidity position and undrawn debt availability).~~

While we cannot reasonably estimate the impact of COVID-19 on our future financial condition and results of operations, we do anticipate that it will likely have a continued negative impact in the near-term. Throughout 2021 and during the nine months ended September 30, 2022, we observed indicators of recovery with an increase of Systemwide Memberships to 739 thousand as of September 2022 from 490 thousand as of December 2020. However, the extent to which the COVID-19 pandemic could continue to impact our business depends on future developments, including those that are highly uncertain, cannot be predicted and are outside our control, including new information which may quickly emerge regarding the severity of the virus, the spread and impact of new variants, the scope of the pandemic and the actions to contain the virus or treat its impact, vaccination efforts, as well as actions the Company is taking including the duration of our location closures, delays in new openings, our ongoing negotiations with landlords and how quickly we can resume normal operations, among others.

Components of Results of Operations

We assess the performance of our locations differently based on whether the revenues and expenses of the location are consolidated within our results of operations, which we refer to as Consolidated Locations, or whether the revenues and expenses of the location are not consolidated within our results of

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operations but for which we are entitled to a management fee for our services, such as locations ~~(“IndiaCo locations,” "ChinaCo locations"~~in India, the Greater China region, Israel, South Africa (after March 1, 2023) and ~~"Israel locations," and, collectively, Unconsolidated Locations) operated by WeWork India Services Private Limited, TBP and Ampa, respectively.~~certain Common Desk locations. The term “locations” includes only Consolidated Locations when used in the sections entitled “—Components of Results of Operations" and "—Comparison of the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021”~~2022” but includes both Consolidated Locations and Unconsolidated Locations when used elsewhere in this Form 10-Q.

Revenue

Revenue includes membership and service revenue as well as other revenue as described below.

Membership revenue represents membership fees, net of discounts from sales of physical memberships ("WeWork Membership revenue") and membership fees, net of discounts from sales of WeWork All Access Memberships, WeWork On Demand and WeMemberships (collectively, "WeWork Access revenue"). We derive a significant majority of our revenue from recurring membership fees. The price of each membership varies based on the type of workplace solution selected by the member, the geographic location of the space occupied, and any monthly allowances for business services, such as conference room reservations and printing or copying allotments, that are included in the base membership fee. All memberships include access to our community through the WeWork app. Membership revenue is recognized monthly, on a ratable basis, over the life of the agreement, as access to space is provided. From time to time, members may terminate long term membership agreements for an early termination fee. The early termination fees are recognized as a component of Membership revenue and are amortized over the remaining duration of the membership agreement.

Service revenue primarily includes additional billings to members for ancillary business services in excess of the monthly allowances mentioned above. Services offered to members include access to conference rooms, printing, photocopies, initial set-up fees, phone and IT services, parking fees and other services.

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Service revenue also includes commissions we earn from third-party service providers. We offer access to a variety of business and other services to our members, often at exclusive rates, and receive a percentage of the sale when one of our members purchases a service from a third party. These services range from business services to lifestyle perks. Service revenue also includes any management fee income for services provided to ~~IndiaCo~~ locations ~~ChinaCo~~in India, the Greater China region, Israel, certain Common Desk locations, and ~~Israel locations (subsequent to the franchise agreement on June~~South Africa (after March 1, ~~2021)~~2023). Service revenue is recognized on a monthly basis as the services are provided.

Service revenue does not include any revenue recognized related to other non-core offerings not related to our space-as-a-service offering.

Other revenue primarily includes our former Powered by We design and development services in which we offered on-site office management that provides integrated design, construction and space management services.

Design and development services performed are recognized as revenue over time based on a percentage of contract costs incurred to date compared to the total estimated contract cost. The Company identifies only the specific costs incurred that contribute to the Company’s progress in satisfying the performance obligation. Contracts are generally segmented between types of services, such as consulting contracts, design and construction contracts, and operate contracts. Revenues related to each respective type of contract are recognized as or when the respective performance obligations are satisfied. When total cost estimates for these types of arrangements exceed revenues in a fixed-price arrangement, the estimated losses are recognized immediately.

Other revenue also includes revenue generated from various other non-core offerings, not directly related to the revenue we earn under our membership agreements through which we provide space-as-a-service.

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Also included in other revenue is other management and advisory fees earned. Other revenues are generally recognized over time, on a monthly basis, as the services are performed.

Location Operating Expenses

Location operating expenses include the day-to-day costs of operating an open location and exclude pre-opening costs, depreciation and amortization and general sales and marketing, which are separately recorded.

Lease Cost

Our most significant location operating expense is lease cost. Lease cost is recognized on a straight-line basis over the life of the lease term in accordance with GAAP based on the following three key components:

•Lease cost contractually paid or payable represents cash payments due for base and contingent rent, common area maintenance amounts and real estate taxes payable under the Company’s lease agreements, recorded on an accrual basis of accounting, regardless of the timing of when such amounts were actually paid.

•Amortization of lease incentives represents the amortization of amounts received or receivable for tenant improvement allowances and broker commissions (collectively, “lease incentives”), amortized on a straight-line basis over the terms of our leases.

•Non-cash GAAP straight-line lease cost represents the adjustment required under GAAP to recognize the impact of "free rent" periods and lease cost escalation clauses on a straight-line basis over the term of the lease. Non-cash GAAP straight-line lease cost also includes the amortization of capitalized initial direct costs associated with obtaining a lease.

Other Location Operating Expenses

Other location operating expenses typically include utilities, ongoing repairs and maintenance, cleaning expenses, office expenses, security expenses, credit card processing fees and food and beverage costs. Location operating expenses also include personnel and related costs for the teams managing our community operations, including member relations, new member sales and member retention and facilities management.

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Pre-Opening Location Expenses

Pre-opening location expenses include all expenses incurred while a location is not open for members. The primary components of pre-opening location expenses are lease cost expense, including our share of tenancy costs (including real estate and related taxes and common area maintenance charges), utilities, cleaning, personnel and related expenses and other costs incurred prior to generating revenue. Personnel expenses are included in pre-opening location expenses as we staff our locations prior to their opening to help ensure a smooth opening and a successful member move-in experience. Pre-opening location expenses also consist of expenses incurred during the period in which a workspace location has been closed for member operations and all members have been relocated to a new workspace location, prior to management's decision to enter negotiations to terminate a lease.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses consist primarily of personnel and stock-based compensation expenses related to our corporate employees, technology, consulting, legal and other professional services expenses, and costs for our corporate offices, such as costs associated with our billings, collections, purchasing and accounts payable functions. Also included in SG&A expenses are general sales and marketing efforts, including advertising costs, member referral fees, and costs

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associated with strategic marketing events, and various other costs we incur to manage and support our business.

SG&A expenses also include cost of goods sold in connection with our former Powered by We on-site office design, development and management solutions.

Also included are corporate design, development, warehousing, logistics and real estate costs and expenses incurred researching and pursuing new markets, solutions and services, and other expenses related to the Company's growth and global expansion incurred during periods when the Company was focused on expansion. These costs include non-capitalized personnel and related expenses for our development, design, product, research, real estate, growth talent acquisition, mergers and acquisitions, legal, technology research and development teams and related professional fees and other expenses incurred such as growth related recruiting fees, employee relocation costs, due diligence, integration costs, transaction costs, contingent consideration fair value adjustments relating to acquisitions, write-off of previously capitalized costs for which the Company is no longer moving forward with the lease or project and other routine asset impairments and write-offs.

We expect that overall SG&A expenses will decrease as a percentage of revenue over time as we continue to execute on our operational restructuring plans aimed to enhance our operating efficiency and leverage the historical investments in people and technology that we have made to support the growth of our global community. With the impact of the COVID-19 pandemic on our mature locations expected to continue during the remainder of 2022, future sales and marketing costs may be required to help as we continue to restabilize our mature locations.

Restructuring and Other Related (Gains) Costs and Impairment ~~Expense~~Expense/(Gain on Sale)

See the section entitled "—Key Factors Affecting Comparability of Our Results—Restructuring and Impairments" above for details surrounding the components of these financial statement line items.

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~~Depreciation~~Location Operating Expenses

Location operating expenses include the day-to-day costs of operating an open location and ~~Amortization Expense~~

Depreciation and amortization primarily relates to the depreciation expense recorded on our property and equipment, the most significant component of which are the leasehold improvements made to our real estate portfolio.

~~Interest and Other Income (Expense)~~

Interest and other income (expense) is comprised of interest income, interest expense, earnings from equity method and other investments, foreign currency gain (loss), and gain (loss) from change in fair value of warrant liabilities.

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~~Condensed Consolidated Results of Operations~~

~~The following table sets forth the Company’s Condensed Consolidated Results of Operations and other key metrics for the three and nine months ended September 30, 2022 and 2021:~~

(Amounts in millions) Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Condensed Consolidated Statements of Operations information:
Revenue:
Condensed Consolidated Locations membership and service revenue $ 809 $ 625 $ 2,349 $ 1,764
Unconsolidated Locations management fee revenue 6 2 14 7
Other revenue 2 34 34 81
Total revenue 817 661 2,397 1,852
Expenses:
Location operating expenses—cost of revenue (1)
730 752 2,202 2,351
Pre-opening location expenses 23 40 108 117
Selling, general and administrative expenses(2)
181 234 578 734
Restructuring and other related (gains) costs (34) 16 (190) 482
Impairment expense 97 88 224 629
Depreciation and amortization 156 171 485 535
Total expenses 1,153 1,301 3,407 4,848
Loss from operations (336) (640) (1,010) (2,996)
Interest and other income (expense), net (290) (206) (753) (828)
Pre-tax loss (626) (846) (1,763) (3,824)
Income tax benefit (provision) (3) 2 (5) (5)
Net loss (629) (844) (1,768) (3,829)
Noncontrolling interests 61 42 188 105
Net loss attributable to WeWork Inc. $ (568) $ (802) $ (1,580) $ (3,724)

~~(1)Exclusive of~~exclude pre-opening costs, depreciation and amortization ~~shown~~and general sales and marketing, which are separately recorded.

Lease Cost

•Amortization of lease incentives represents the amortization ~~line in~~of amounts received or receivable for tenant improvement allowances and broker commissions (collectively, “lease incentives”), amortized on a straight-line basis over the ~~amount~~terms of ~~$148 million~~our leases.

•Non-cash GAAP straight-line lease cost represents the adjustment required under GAAP to recognize the impact of "free rent" periods and ~~$162 million~~lease cost escalation clauses on a straight-line basis over the term of the lease. Non-cash GAAP straight-line lease cost also includes the amortization of capitalized initial direct costs associated with obtaining a lease.

Other Location Operating Expenses

Other location operating expenses typically include utilities, ongoing repairs and maintenance, cleaning expenses, office expenses, security expenses, credit card processing fees and food and beverage costs. Location operating expenses also include personnel and related costs for the ~~three months ended September 30, 2022~~teams managing our community operations, including member relations, new member sales and ~~September 30, 2021, respectively,~~member retention and ~~$455 million~~facilities management.

Pre-Opening Location Expenses

Pre-opening location expenses include all expenses incurred while a location is not open for members. The primary components of pre-opening location expenses are lease cost expense, including our share of tenancy costs (including real estate and ~~$508 million for the nine months endedSeptember 30, 2022~~related taxes and ~~September 30, 2021, respectively.~~

~~(2)Includes cost~~common area maintenance charges), utilities, cleaning, personnel and related expenses and other costs incurred prior to generating revenue. Personnel expenses are included in pre-opening location expenses as we staff our locations prior to their opening to help ensure a smooth opening and a successful member move-in experience. Pre-opening location expenses also consist of ~~revenue in the amount of $2 million and $29 million~~expenses incurred during the ~~three months ended~~period in which a workspace location has been closed for member operations and ~~$17 million~~all members have been relocated to a new workspace location, prior to management's decision to enter negotiations to terminate a lease.

Selling, General and ~~$61 million during the nine months ended September 30, 2022~~Administrative Expenses

Selling, general and ~~September 30, 2021, respectively.~~

administrative ("SG&A") expenses consist primarily of personnel and stock-based compensation expenses related to our corporate employees, technology, consulting, legal and other professional services expenses, and costs for our corporate offices, such as costs associated with our billings, collections, purchasing and accounts payable functions. Also included in SG&A expenses are general sales and marketing efforts, including advertising costs, member referral fees, and costs

8579

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Other key performance indicators (in thousands, except for percentages): September 30,
2022 2021
Consolidated Locations
Workstation Capacity 756 766
Physical Memberships 536 432
All Access and Other Legacy Memberships 67 32
Memberships(1)
603 464
Physical Occupancy Rate 71 % 56 %
Enterprise Physical Membership Percentage 47 % 49 %
Unconsolidated Locations
Workstation Capacity 173 165
Physical Memberships 135 114
All Access and Other Virtual Memberships (in thousands) 1 —
Memberships 136 114
Physical Occupancy Rate 78 % 69 %
Systemwide Locations
Workstation Capacity 928 932
Physical Memberships 671 546
All Access and Other Legacy Memberships 68 32
Memberships(1)
739 578
Physical Occupancy Rate 72 % 59 %
associated with strategic marketing events, and various other costs we incur to manage and support our business.

~~(1)Consolidated Locations~~SG&A expenses also include cost of goods sold in connection with our former Powered by We on-site office design, development and ~~Systemwide Locations Memberships include WeMemberships of 3 thousand~~management solutions.

Also included are corporate design, development, warehousing, logistics and ~~4 thousand as of September 2022~~real estate costs and ~~2021, respectively. WeMemberships are legacy products that provide member user login access~~expenses incurred researching and pursuing new markets, solutions and services, and other expenses related to the ~~WeWork member network online~~Company's growth and global expansion incurred during periods when the Company was focused on expansion. These costs include non-capitalized personnel and related expenses for our development, design, product, research, real estate, growth talent acquisition, mergers and acquisitions, legal, technology research and development teams and related professional fees and other expenses incurred such as growth related recruiting fees, employee relocation costs, due diligence, integration costs, transaction costs, contingent consideration fair value adjustments relating to acquisitions, write-off of previously capitalized costs for which the Company is no longer moving forward with the lease or ~~through the mobile application as well as access to service offerings~~project and ~~the right to reserve space on an à la carte basis, among~~ other ~~benefits.~~routine asset impairments and write-offs.

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~~Condensed Consolidated Results of Operations as a Percentage of Revenue~~

~~The following table sets forth our Condensed Consolidated Statements of Operations information~~We expect that overall SG&A expenses will decrease as a percentage of revenue ~~for~~over time as we continue to execute on our operational restructuring plans aimed to enhance our operating efficiency and leverage the ~~three~~historical investments in people and ~~nine months ended September 30, 2022~~technology that we have made to support the growth of our global community.

Restructuring and ~~2021:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Revenue 100 % 100 % 100 % 100 %
Expenses:
Location operating expenses—cost of revenue(1)
89 % 114 % 92 % 127 %
Pre-opening location expenses 3 % 6 % 5 % 6 %
Selling, general and administrative expenses(1)
22 % 35 % 24 % 40 %
Restructuring and other related (gains) costs (4) % 2 % (8) % 26 %
Impairment expense 12 % 13 % 9 % 34 %
Depreciation and amortization 19 % 26 % 20 % 29 %
Total operating expenses 141 % 196 % 142 % 262 %
Loss from operations (41) % (97) % (42) % (162) %
Interest and other income (expense), net (35) % (31) % (31) % (45) %
Pre-tax loss (77) % (128) % (74) % (207) %
Income tax benefit (provision) — % — % — % — %
Net loss (77) % (128) % (74) % (207) %
Noncontrolling interests 7 % 7 % 8 % 6 %
Net loss attributable to WeWork Inc. (70) % (121) % (66) % (201) %
Other Related (Gains) Costs and Impairment Expense/(Gain on Sale)

~~(1)Exclusive of depreciation and amortization shown separately on~~See the ~~Depreciation and amortization line.~~

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~~Comparison of the three and nine months ended September 30, 2022 and 2021~~

~~Revenue~~

~~Comparison of the three months ended September 30, 2022 and the three months ended September 30, 2021~~

Three Months Ended September 30, Change
(Amounts in million, except percentages) 2022 2021 $ %
Physical membership and service revenue $ 768 $ 607 $ 161 27 %
WeWork Access revenue 47 20 27 135 %
Total membership and service revenue $ 815 $ 627 $ 188 30 %
Other revenue 2 34 (32) (94) %
Total revenue $ 817 $ 661 $ 156 24 %
Foreign currency impact N/A (42)
Constant-currency change $ 817 $ 619 $ 198 32 %

Total revenue increased $156 million and 24%, or 32% on a constant-currency basis. This increase was primarily driven by membership and service revenue, which increased $188 million to $815 million for the three months ended September 30, 2022, from $627 million for the three months ended September 30, 2021. The increase in membership and service revenue was primarily driven by a 24% increase in physical memberships to approximately 536 thousand physical memberships as of September 2022 from approximately 432 thousand physical memberships as of September 2021, resulting in average physical memberships increasing 28% to approximately 532 thousand for the three months ended September 2022 from approximately 416 thousand average physical memberships for the three months ended September 2021. Our increase in physical memberships was partially offset by an approximately 2% decrease in average revenue per physical member. See section ~~below~~ entitled "~~Quarterly Results of Operations" for the physical memberships as of each sequential quarterly period, and section above entitled "~~—Key Factors Affecting ~~the~~ Comparability of Our ~~Results - COVID-19~~Results—Restructuring and ~~Impact on our Business~~Impairments" "above for ~~further~~ details ~~on COVID-19.~~surrounding the components of these financial statement line items.

We continue to focus our efforts on digitizing our real estate offering through WeWork Access, including our WeWork All Access and On Demand offerings, which has resulted in an increase of WeWork All Access memberships to approximately 67 thousand as of September 2022 from approximately 32 thousand as of September 2021. The increase in All Access memberships also resulted in an increase of WeWork Access revenue to $47 million during the three months ended September 30, 2022 from $20 million during the three months ended September 30, 2021.

The increases in revenue discussed above were partially offset by a 94% decrease in other revenue to $2 million for the three months ended September 30, 2022, from $34 million for the three months ended September 30, 2021. This decrease is related to the 424 Fifth Property development agreement which reached substantial completion during the three months ended June 30, 2022. See Note 16 of the notes to ~~the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q~~ ~~for additional information on the development agreement.~~

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~~Comparison of the nine months ended September 30, 2022 and the nine months ended September 30, 2021~~

Nine Months Ended September 30, Change
(Amounts in million, except percentages) 2022 2021 $ %
Physical membership and service revenue $ 2,235 $ 1,729 $ 506 29 %
WeWork Access revenue 128 42 86 205 %
Total membership and service revenue $ 2,363 $ 1,771 $ 592 33 %
Other revenue 34 81 (47) (58) %
Total revenue $ 2,397 $ 1,852 $ 545 29 %
Foreign currency impact N/A (87)
Constant-currency total revenue $ 2,397 $ 1,765 $ 632 36 %

Total revenue increased $545 million and 29%, or 36% on a constant-currency basis. This increase was primarily driven by total membership and service revenue, which increased $592 million to $2,363 million for the nine months ended September 30, 2022, from $1,771 million for the nine months ended September 30, 2021. The increase in membership and service revenue was primarily driven by a 24% increase in physical memberships to approximately 536 thousand physical memberships as of September 2022 from approximately 432 thousand physical memberships as of September 2021, resulting in average physical memberships increasing 31% to approximately 514 thousand for the nine months ended September 2022 from approximately 392 thousand average physical memberships for the nine months ended September 2021. Our increase in physical memberships was partially offset by an approximately 2% decrease in average revenue per physical member. See section below entitled "Quarterly Results of Operations" for the physical memberships as of each sequential quarterly period.

In response to the COVID-19 pandemic affecting physical memberships and related revenues, we continue to focus our efforts on digitizing our real estate offering through WeWork All Access and WeWork On Demand, which has resulted in an increase of All Access memberships to approximately 67 thousand as of September 2022 from approximately 32 thousand as of September 2021. The increase in WeWork All Access memberships also resulted in an increase of our WeWork Access revenue to $128 million during the nine months ended September 30, 2022 from $42 million during the nine months ended September 30, 2021. See section above entitled "Key Factors Affecting the Comparability of Our Results - COVID-19 and Impact on our Business" for further details on COVID-19.

The increases in revenue discussed above were partially offset by a 58% decrease in other revenue to $34 million for the nine months ended September 30, 2022, from $81 million for the nine months ended September 30, 2021. This decrease was primarily driven by the decrease in revenue to $20 million from $53 million for the nine months ended September 30, 2022 and 2021, respectively, related to the 424 Fifth Property development agreement, which reached substantial completion during the three months ended June 30, 2022. See Note 16 of the notes to ~~the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q~~ ~~for additional information on the development agreement.~~

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Location Operating Expenses

~~Comparison of the three months ended September 30, 2022 and the three months ended September 30, 2021~~

Three Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Location operating expenses $ 730 $ 752 $ (22) (3) %
Impact of foreign exchange N/A (48)
Constant-currency location operating expenses $ 730 $ 704 $ 26 4 %

Location operating expenses ~~decreased $22 million~~include the day-to-day costs of operating an open location and ~~3%, or a 4% increase on a constant-currency basis. This decrease was due primarily to continued lease terminations~~exclude pre-opening costs, depreciation and ~~a decline in real estate operating lease costs primarily as a result of COVID-19~~amortization and related cost cutting strategies. As a percentage of total revenue, location operating expenses for the three months ended September 30, 2022 decreased by 25 percentage points to 89% compared to 114% for the three months ended September 30, 2021. The decrease in location operating expenses as a percentage of total revenue is attributed to both our continued cost cutting strategies compounded by a period over period increase in revenue discussed above.general sales and marketing, which are separately recorded.

The Company terminated leases associated with a total of 7 previously open locations during the three months ended September 30, 2022 and 19 previously open locations during the three months ended September 30, 2021. The location decreases were partially offset by the opening of 13 locations during the three months ended September 30, 2022 and 8 locations during the three months ended September 30, 2021. During the three months ended September 30, 2022, the Company also successfully amended over 15 leases which includes partial terminations to reduce our leased space, rent reductions, rent deferrals, offsets for tenant improvement allowances and other strategic changes.Lease Cost

Our most significant location operating expense is ~~real estate operating~~ lease ~~cost, which includes the following components and changes:~~

Three Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Lease cost contractually paid or payable $ 613 $ 608 $ 5 1 %
Non-cash GAAP straight-line lease cost 29 68 (39) (57) %
Amortization of lease incentives (67) (69) 2 (3) %
Total real estate operating lease cost $ 575 $ 607 $ (32) (5) %

~~The following table includes the components of real estate operating lease cost included in location operating expenses as a percentage of membership revenue:~~

Three Months Ended September 30,
2022 2021 Change %
Lease cost contractually paid or payable 80 % 100 % (20) %
Non-cash GAAP straight-line lease cost 4 % 11 % (7) %
Amortization of lease incentives (9) % (11) % 2 %
Total real estate operating lease cost 75 % 100 % (25) %

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The $39 million decrease in non-cash GAAP straight-line lease cost was driven by continued lease terminations during the three months ended September 30, 2022, decreases in lease cost escalations and the end of free rent periods. The decrease in non-cash GAAP straight-line leasecost. Lease cost is ~~also attributed to the decrease in our weighted average remaining lease term. The impact of straight-lining lease cost typically increases~~recognized on a straight-line ~~lease cost adjustments in the first half of the life of a lease, when lease cost recorded in accordance with GAAP exceeds cash payments made, and then decreases lease cost in the second half of~~basis over the life of the lease ~~when lease cost is less than~~term in accordance with GAAP based on the ~~cash payments required. The impact of straight-lining of lease cost nets to zero over the life of a lease.~~following three key components:

~~The $5 million increase in lease~~•Lease cost contractually paid or payable ~~was generally~~represents cash payments due for base and contingent rent, common area maintenance amounts and real estate taxes payable under the ~~result~~Company’s lease agreements, recorded on an accrual basis of ~~an increase in building openings during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.~~

These decreases were offset by an increase in consumables, operating costs, payroll and utilities during the three months ended September 30, 2022, driven by an increase in physical occupancy to 71% as of September 2022 from 56% as of September 2021.

~~Comparison~~accounting, regardless of the ~~nine months ended September 30, 2022 and~~timing of when such amounts were actually paid.

•Amortization of lease incentives represents the ~~nine months ended September 30, 2021~~

Nine Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Location operating expenses $ 2,202 $ 2,351 $ (149) (6) %
Impact of foreign exchange N/A (104)
Constant-currency location operating expenses $ 2,202 $ 2,247 $ (45) (2) %

~~Location operating expenses decreased $149 million and 6%,~~amortization of amounts received or 2% on a constant-currency basis. This decrease was due primarily to continued lease terminations and a decline in real estate operating lease costs primarily as a result of COVID-19 and related cost cutting strategies. As a percentage of total revenue, location operating expenses for the nine months ended September 30, 2022 decreased by 35 percentage points to 92% compared to 127% for the nine months ended September 30, 2021. The decrease in location operating expenses as a percentage of total revenue is attributed to both our continued cost cutting strategies compounded by a period over period increase in revenue discussed above.

The Company terminated leases associated with a total of 25 previously open locations and 4 pre-open locations during the nine months ended September 30, 2022 and 78 previously open locations and 3 pre-open locations during the nine months ended September 30, 2021. The location decreases were partially offset by the opening of 31 locations and acquired 4 Consolidated Locations as part of the Common Desk acquisition during the nine months ended September 30, 2022 and 27 locations during the nine months ended September 30, 2021. During the nine months ended September 30, 2022, the Company also successfully amended over 50 leases which include partial terminations to reduce our leased space, rent reductions, rent deferrals, offsetsreceivable for tenant improvement allowances and ~~other strategic changes.~~broker commissions (collectively, “lease incentives”), amortized on a straight-line basis over the terms of our leases.

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~~Our most significant location operating expense is real estate operating lease cost, which includes the following components and changes:~~

Nine Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Lease cost contractually paid or payable $ 1,860 $ 1,908 $ (48) (3) %
Non-cash GAAP straight-line lease cost 89 199 (110) (55) %
Amortization of lease incentives (203) (211) 8 (4) %
Total real estate operating lease cost $ 1,746 $ 1,896 $ (150) (8) %

~~The following table includes the components of real estate operating lease cost included in location operating expenses as a percentage of membership revenue:~~

Nine Months Ended September 30,
2022 2021 Change %
Lease cost contractually paid or payable 83 % 111 % (28) %
Non-cash GAAP straight-line lease cost 4 % 12 % (8) %
Amortization of lease incentives (9) % (12) % 3 %
Total real estate operating lease cost 78 % 110 % (32) %

~~The $110 million decrease in non-cash~~Non-cash GAAP straight-line lease cost ~~was driven by continued lease terminations during~~represents the ~~nine months ended September 30, 2022, decreases in~~adjustment required under GAAP to recognize the impact of "free rent" periods and lease cost ~~escalations and~~escalation clauses on a straight-line basis over the ~~end~~term of ~~free rent periods. The decrease in non-cash~~the lease. Non-cash GAAP straight-line lease cost is also ~~attributed to~~includes the ~~decrease in our weighted average remaining lease term. The impact~~amortization of ~~straight-lining lease cost typically increases straight-line lease cost adjustments in the first half of the life of a lease, when lease cost recorded in accordance~~capitalized initial direct costs associated with GAAP exceeds cash payments made, and then decreases lease cost in the second half of the life of the lease, when lease cost is less than the cash payments required. The impact of straight-lining of lease cost nets to zero over the life ofobtaining a lease.

~~The $48 million decrease in lease cost contractually paid or payable was generally due to continued lease terminations during the nine months ended September 30, 2022.~~Other Location Operating Expenses

The $8 million decrease in amortization of lease incentives benefit was primarily due to locations that incurred amortization of lease incentive benefits during the nine months ended September 30, 2021 no longer incurring amortization during the nine months ended September 30, 2022 due to the lease terminations discussed above.

~~The remaining net decrease in all other~~Other location operating expenses ~~consisted of decreases related to bad debt expense and parking expense. These decreases were offset by an increase in consumables, operating costs,~~typically include utilities, ~~and repair~~ongoing repairs and maintenance, ~~during~~cleaning expenses, office expenses, security expenses, credit card processing fees and food and beverage costs. Location operating expenses also include personnel and related costs for the ~~nine months ended September 30, 2022, driven by an increase in physical occupancy to 71% as of September 2022 from 56% as of September 2021.~~teams managing our community operations, including member relations, new member sales and member retention and facilities management.

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Pre-Opening Location Expenses

~~Comparison of the three months ended September 30, 2022 and the three months ended September 30, 2021~~

Three Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Pre-opening location expenses $ 23 $ 40 $ (17) (43) %
Impact of foreign exchange N/A (2)
Constant-currency pre-opening location expenses $ 23 $ 38 $ (15) (39) %

Pre-opening location expenses ~~decreased $17 million~~include all expenses incurred while a location is not open for members. The primary components of pre-opening location expenses are lease cost expense, including our share of tenancy costs (including real estate and related taxes and common area maintenance charges), utilities, cleaning, personnel and related expenses and other costs incurred prior to ~~$23 million primarily~~generating revenue. Personnel expenses are included in pre-opening location expenses as we staff our locations prior to their opening to help ensure a ~~result~~smooth opening and a successful member move-in experience. Pre-opening location expenses also consist of expenses incurred during the period in which a ~~net decrease in lease costs from~~workspace location ~~openings and terminating leases at locations that were previously~~has been closed for member ~~operations.~~operations and all members have been relocated to a new workspace location, prior to management's decision to enter negotiations to terminate a lease.

~~Our most significant pre-opening location expense is real estate operating lease cost~~Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses consist primarily of personnel and stock-based compensation expenses related to our corporate employees, technology, consulting, legal and other professional services expenses, and costs for ~~the period before a location is open for~~our corporate offices, such as costs associated with our billings, collections, purchasing and accounts payable functions. Also included in SG&A expenses are general sales and marketing efforts, including advertising costs, member ~~operations, which includes the following components~~referral fees, and ~~changes:~~

Three Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Lease cost contractually paid or payable $ 19 $ 18 $ 1 6 %
Non-cash GAAP straight-line lease cost 5 26 (21) (81) %
Amortization of lease incentives (3) (5) 2 (40) %
Total pre-opening location real estate operating lease cost $ 21 $ 39 $ (18) (46) %

~~Comparison of the nine months ended September 30, 2022 and the nine months ended September 30, 2021~~

Nine Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Pre-opening location expenses $ 108 $ 117 $ (9) (8) %
Impact of foreign exchange N/A (4)
Constant-currency pre-opening location expenses $ 108 $ 113 $ (5) (4) %

~~Pre-opening location expenses decreased $9 million to $108 million primarily as a result of a net decrease in lease~~ costs ~~from location openings and terminating leases at locations that were previously closed for member operations.~~

9379

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~~Our most significant pre-opening location expense is real estate operating lease cost for the period before a location is open for member operations, which includes the following components~~associated with strategic marketing events, and ~~changes:~~

Nine Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Lease cost contractually paid or payable $ 80 $ 74 $ 6 8 %
Non-cash GAAP straight-line lease cost 35 52 (17) (33) %
Amortization of lease incentives (13) (15) 2 (13) %
Total pre-opening location real estate operating lease cost $ 102 $ 111 $ (9) (8) %

~~Selling, General~~various other costs we incur to manage and ~~Administrative Expenses~~

~~Comparison of the three months ended September 30, 2022 and the three months ended September 30, 2021~~

Three Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Selling, general and administrative expenses $ 181 $ 234 $ (53) (23) %
Impact of foreign currency N/A (7)
Constant-currency selling, general and administrative expenses $ 181 $ 227 $ (46) (20) %
support our business.

SG&A expenses ~~decreased $53 million~~also include cost of goods sold in connection with our former Powered by We on-site office design, development and ~~23%, or 20% on a constant-currency basis, to $181 million for the three months ended September 30, 2022 compared~~management solutions.

Also included are corporate design, development, warehousing, logistics and real estate costs and expenses incurred researching and pursuing new markets, solutions and services, and other expenses related to the three months ended September 30, 2021. As a percentage of total revenue, SG&A expenses decreased by 13 percentage points to 22% for the three months ended September 30, 2022, compared to 35% for the three months ended September 30, 2021, driven primarily by our continued focus on our goal of creating a leaner, more efficient organization. During the three months ended September 30, 2022, there was a decrease of $27 million in cost of revenue mainly attributable to non-core businesses that are being wound down asCompany's growth and global expansion incurred during periods when the Company ~~has refocused~~was focused on ~~its core space-as-a-service offering~~expansion. These costs include non-capitalized personnel and ~~a decrease of $12 million in employee compensation~~related expenses for our development, design, product, research, real estate, growth talent acquisition, mergers and ~~benefits expenses,~~acquisitions, legal, technology research and development teams and related professional fees and other expenses ~~compared~~incurred such as growth related recruiting fees, employee relocation costs, due diligence, integration costs, transaction costs, contingent consideration fair value adjustments relating to acquisitions, write-off of previously capitalized costs for which the ~~three months ended September 30, 2021 as a result in reductions in headcount. There was an additional decrease of $8 million in legal fees~~Company is no longer moving forward with the lease or project and ~~legal~~other routine asset impairments and ~~tax settlements.~~write-offs.

~~Comparison of the nine months ended September 30, 2022 and the nine months ended September 30, 2021~~

Nine months ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Selling, general and administrative expenses $ 578 $ 734 $ (156) (21) %
Impact of foreign currency N/A (16)
Constant-currency selling, general and administrative expenses $ 578 $ 718 $ (140) (19) %

We expect that overall SG&A expenses ~~decreased $156 million and 21%, or 19% on a constant-currency basis, to $578 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. As~~will decrease as a percentage of ~~total~~ revenue ~~SG&A expenses decreased by 16 percentage points~~over time as we continue to ~~24% for the nine months ended September 30, 2022, compared to 40% for the nine months ended September 30, 2021, driven primarily by our continued focus~~execute on our ~~goal~~operational restructuring plans aimed to enhance our operating efficiency and leverage the historical investments in people and technology that we have made to support the growth of ~~creating a leaner, more efficient organization. During the nine months ended September 30, 2022, compared to the nine months ended September 30,~~

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2021, there were decreases of $45 million in cost of revenue attributable to non-core businesses that have been, or are being, wound down as the Company has refocused on its core space-as-a-service offering; $35 million due to legal, tax and regulatory reserves or settlements, and legal costs incurred by the Company in connection with regulatory investigations and litigation regarding the Company’s 2019 withdrawn initial public offering and the related execution of the SoftBank Transactions; $33 million in employee compensation and benefits expenses, professional fees and other expenses; and $18 million of stock-based compensation.

our global community.

Restructuring and ~~other related (gains) costs~~

~~Comparison of the three months ended September 30, 2022~~Other Related (Gains) Costs and ~~the three months ended September 30, 2021~~

Three months ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Restructuring and other related (gains) costs $ (34) $ 16 $ (50) (313) %
Impact of foreign exchange N/A (4)
Constant-currency restructuring and other related (gains) costs $ (34) $ 12 $ (46) (383) %

~~Restructuring and other related (gains) costs decreased $50 million to $(34) million for the three months ended September 30, 2022.~~

~~The decrease in restructuring and other related (gains) costs was due in part to a $29 million increase in gains~~Impairment Expense/(Gain on terminated leases primarily associated with cash payments received from landlords for terminated leases. The Company terminated a total of 7 previously open locations during the three months ended September 30, 2022 compared to 19 previously open locations during the three months ended September 30, 2021. There was also a $21 million decrease in costs related to ceased use buildings and a $3 million decrease in legal and other exit costs. Management is continuing to evaluate our real estate portfolio in connection with the Company's ongoing restructuring efforts and may exit additional leases through 2023.Sale)

~~Comparison of~~See the ~~nine months endedSeptember 30, 2022 and the nine months ended September 30, 2021~~

Nine months ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Restructuring and other related (gains) costs $ (190) $ 482 $ (672) (139) %
Impact of foreign exchange N/A 5
Constant-currency restructuring and other related (gains) costs $ (190) $ 487 $ (677) (139) %

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Restructuring and other related (gains) costs decreased $672 million to $(190) million for the nine months ended September 30, 2022, primarily due to a $533 million decrease in employee termination costs, including the following transactions:

Nine months ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Excess value paid from a principal shareholder to We Holding LLC and the fair value of stock purchased in connection with the Settlement Agreement (Note 5 and Note 21) $ — $ 428 $ (428) N/M
Modification of WeWork Partnership Profits Interest Units in connection with the Settlement Agreement (Note 5 and Note 21) — 102 (102) N/M
Other employee termination costs 16 19 (3) (16) %
Total employee termination costs $ 16 $ 549 $ (533) (97) %

~~N/M = Not meaningful~~

The decrease in restructuring and other related (gains) costs was also due to a $53 million increase in gains on terminated leases associated with a total of 25 previously open locations and 4 pre-open locations during the nine months ended September 30, 2022 compared to 78 previously open locations and 3 pre-open locations during the nine months ended September 30, 2021. There was also a $59 million decrease in costs related to ceased use buildings and a $27 million decrease in legal and other exit costs. Management is continuing to evaluate our real estate portfolio in connection with the Company's ongoing restructuring efforts and may exit additional leases through 2023.

~~For additional information on restructuring and other related (gains) costs, see Note 5 of the notes to~~ ~~the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q~~ ~~and~~section entitled "—Key Factors Affecting Comparability of Our Results—Restructuring and ~~Impairments~~Impairments" ~~" above.~~above for details surrounding the components of these financial statement line items.

~~Impairment expense~~

~~Comparison of the three months ended September 30, 2022 and the three months ended September 30, 2021~~

Three Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Impairment expense $ 97 $ 88 $ 9 10 %
Impact of foreign exchange N/A 1
Constant-currency impairment expense $ 97 $ 89 $ 8 9 %

In connection with the operational restructuring program and related changes in the Company's leasing plans discussed above and the impacts on our operations from certain macroeconomic events such as COVID-19, the Company has recorded impairment expenses on our long-lived assets. Impairment expense increased $9 million to $97 million for the three months ended September 30, 2022 and included the following components:

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Three months ended September 30, Change
(Amounts in millions) 2022 2021 $ %
Impairment and write-off of long-lived assets associated with restructuring $ 72 $ 88 $ (16) (18) %
Impairment expense, other 25 — 25 N/M
Total $ 97 $ 88 $ 9 10 %

~~N/M = Not meaningful~~

~~Comparison of the nine months endedSeptember 30, 2022 and the nine months ended September 30, 2021~~

Nine months ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Impairment expense $ 224 $ 629 $ (405) (64) %
Impact of foreign exchange N/A (15)
Constant-currency impairment expense $ 224 $ 614 $ (390) (64) %

In connection with the operational restructuring program and related changes in the Company's leasing plans discussed above and the impacts on our operations from certain macroeconomic events such as COVID-19 and the conflict between Russia and Ukraine, the Company has recorded impairment expenses on our long-lived assets. Impairment expense decreased $405 million to $224 million for the nine months ended September 30, 2022 and included the following components:

Nine months ended September 30, Change
(Amounts in millions) 2022 2021 $ %
Impairment and write-off of long-lived assets associated with restructuring $ 160 $ 599 $ (439) (73) %
Impairment expense, other 64 31 33 106 %
Gain on sale of assets — (1) 1 (100) %
Total $ 224 $ 629 $ (405) (64) %

~~For additional information on impairments, see Note 5 of the notes to~~ ~~the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q~~ ~~and "—Key Factors Affecting Comparability of Our Results—Restructuring and Impairments" above.~~

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Depreciation and Amortization Expense

Interest and Other Income (Expense)

Interest and other income (expense) is comprised of interest income, interest expense, extinguishment of debt expense, earnings from equity method and other investments, foreign currency gain (loss), and gain (loss) from change in fair value of warrant liabilities.

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Condensed Consolidated Results of Operations

The following table sets forth the Company’s Condensed Consolidated Results of Operations and other key metrics for the three and six months ended June 30, 2023 and 2022:


(Amounts in millions)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Condensed Consolidated Statements of Operations information:
Revenue:
Condensed Consolidated Locations membership and service revenue	$	835	$	796	$	1,673	$	1,540
Unconsolidated Locations management fee revenue	5		5		11		8
Other revenue	4		14		9		32
Total revenue	844		815		1,693		1,580
Expenses:
Location operating expenses—cost of revenue (1)	725		736		1,449		1,472

Pre-opening location expenses	8		38		15		85
Selling, general and administrative expenses(2)	150		189		305		397
Restructuring and other related (gains) costs	(107)		(26)		(165)		(156)
Impairment expense/(gain on sale)	263		36		340		127
Depreciation and amortization	156		158		304		329
Total expenses	1,195		1,131		2,248		2,254

Loss from operations	(351)		(316)		(555)		(674)





Interest and other income (expense), net	(41)		(316)		(139)		(463)

Pre-tax loss	(392)		(632)		(694)		(1,137)
Income tax benefit (provision)	(5)		(3)		(2)		(2)
Net loss	(397)		(635)		(696)		(1,139)
Noncontrolling interests	48		58		83		127
Net loss attributable to WeWork Inc.	$	(349)	$	(577)	$	(613)	$	(1,012)

(1)Exclusive of depreciation and amortization shown separately on the depreciation and amortization line in the amount of $149 million and $150 million for the three months ended June 30, 2023 and 2022, respectively, and $290 million and $308 million for the six months ended June 30, 2023 and 2022, respectively.

(2)Includes cost of revenue in the amount of $(1) million and $2 million during the three months ended June 30, 2023 and 2022, respectively, and none and $15 million during the six months ended June 30, 2023 and 2022, respectively.

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Other key performance indicators (in thousands, except for percentages):	June 30,
	2023		2022

Consolidated Locations

Workstation Capacity	715		749
Physical Memberships	512		528
All Access and Other Legacy Memberships	75		62
Memberships(1)	587		589
Physical Occupancy Rate	72	%	70	%
Enterprise Physical Membership Percentage	41	%	45	%

Unconsolidated Locations

Workstation Capacity	191		172
Physical Memberships	141		133
All Access and Other Legacy Memberships	2		—
Memberships	143		134
Physical Occupancy Rate	74	%	77	%

Systemwide Locations

Workstation Capacity	906		922
Physical Memberships	653		661
All Access and Other Legacy Memberships	77		62
Memberships(1)	730		723
Physical Occupancy Rate	72	%	72	%

(1)Consolidated Locations and Systemwide Locations Memberships include WeMemberships of 2 thousand and 2 thousand as of June 2023 and 2022, respectively. WeMemberships are legacy products that provide member user login access to the WeWork member network online or through the mobile application as well as access to service offerings and the right to reserve space on an à la carte basis, among other benefits.

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Condensed Consolidated Results of Operations as a Percentage of Revenue

The following table sets forth our Condensed Consolidated Statements of Operations information as a percentage of revenue for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue	100	%	100	%	100	%	100	%
Expenses:
Location operating expenses—cost of revenue(1)	86	%	90	%	86	%	93	%

Pre-opening location expenses	1	%	5	%	1	%	5	%


Selling, general and administrative expenses(1)	18	%	23	%	18	%	25	%

Restructuring and other related (gains) costs	(13)	%	(3)	%	(10)	%	(10)	%
Impairment expense/(gain on sale)	31	%	4	%	20	%	8	%
Depreciation and amortization	18	%	19	%	18	%	21	%
Total operating expenses	142	%	139	%	133	%	143	%

Loss from operations	(42)	%	(39)	%	(33)	%	(43)	%





Interest and other income (expense), net	(5)	%	(39)	%	(8)	%	(29)	%
Pre-tax loss	(46)	%	(78)	%	(41)	%	(72)	%
Income tax benefit (provision)	(1)	%	—	%	—	%	—	%
Net loss	(47)	%	(78)	%	(41)	%	(72)	%
Noncontrolling interests	6	%	7	%	5	%	8	%
Net loss attributable to WeWork Inc.	(41)	%	(71)	%	(36)	%	(64)	%

(1)Exclusive of depreciation and amortization shown separately on the depreciation and amortization line.

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Comparison of the three and six months ended June 30, 2023 and 2022

Revenue

Comparison of the three months ended June 30, 2023 and 2022


	Three Months Ended June 30,				Change
(Amounts in million, except percentages)	2023		2022		$		%
Physical membership and service revenue	$	778	$	756	$	22	3	%
WeWork Access revenue	62		45		17		38	%
Total membership and service revenue	$	840	$	801	$	39	5	%
Other revenue	4		14		(10)		(71)	%
Total revenue	$	844	$	815	$	29	4	%
Foreign currency impact	N/A		(4)
Constant-currency total revenue	$	844	$	811	$	33	4	%

Total revenue increased $29 million and 4%, or 4% on a constant-currency basis. This increase was primarily driven by total membership and service revenue, which increased $39 million to $840 million for the three months ended June 30, 2023, from $801 million for the three months ended June 30, 2022. Physical membership monthly ARPM increased 4% to $502 for the three months ended June 30, 2023 from $481 for the three months ended June 30, 2022, which is primarily attributable to a $27 million increase in early termination fees which is reflective of increased churn experienced for the three months ended June 30, 2023. See section below entitled "Quarterly Results of Operations" for the physical memberships as of each sequential quarterly period.

We continue to focus our efforts on digitizing our real estate offering through WeWork All Access and WeWork On Demand, which has resulted in an increase of All Access memberships to approximately 75 thousand as of June 2023 from approximately 62 thousand as of June 2022. The increase in WeWork All Access memberships also resulted in an increase of our WeWork Access revenue to $62 million during the three months ended June 30, 2023 from $45 million during the three months ended June 30, 2022.

The increases in revenue discussed above were partially offset by a 71% decrease in other revenue to $4 million for the three months ended June 30, 2023, from $14 million for the three months ended June 30, 2022. This decrease was primarily driven by the $6 million decrease in revenue related to Powered by We development services, as various ongoing projects reached substantial completion during 2022.

See Note 14 and Note 20 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for additional details on remaining revenue commitments and geographic concentration of revenue, respectively.

Comparison of the six months ended June 30, 2023 and 2022


	Six Months Ended June 30,				Change
(Amounts in million, except percentages)	2023		2022		$		%
Physical membership and service revenue	$	1,563	$	1,467	$	96	7	%
WeWork Access revenue	121		81		40		49	%
Total membership and service revenue	$	1,684	$	1,548	$	136	9	%
Other revenue	9		32		(23)		(72)	%
Total revenue	$	1,693	$	1,580	$	113	7	%
Foreign currency impact	N/A		(29)
Constant-currency total revenue	$	1,693	$	1,551	$	142	9	%

Total revenue increased $113 million and 7%, or 9% on a constant-currency basis. This increase was primarily driven by total membership and service revenue, which increased $136 million to $1,684 million

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for the six months ended June 30, 2023, from $1,548 million for the six months ended June 30, 2022. The increase in membership and service revenue was primarily driven by a 3% increase in monthly average physical memberships to approximately 522 thousand for the six months ended June 30, 2023 from approximately 505 thousand monthly average physical memberships for the six months ended June 30, 2022. Physical membership monthly ARPM increased 3% to $496 for the six months ended June 30, 2023 from $482 for the six months ended June 30, 2022, which was primarily attributable to a $44 million increase in early termination fees which is reflective of increased churn experienced for the six months ended June 30, 2023. While revenues have increased year over year as of June 2023, Consolidated Locations physical membership had decreased 3% from June 2022. See section below entitled "Quarterly Results of Operations" for the physical memberships as of each sequential quarterly period.

We continue to focus our efforts on digitizing our real estate offering through WeWork All Access and WeWork On Demand, which has resulted in an increase of All Access memberships to approximately 75 thousand as of June 2023 from approximately 62 thousand as of June 2022. The increase in WeWork All Access memberships also resulted in an increase of our WeWork Access revenue to $121 million during the six months ended June 30, 2023 from $81 million during the six months ended June 30, 2022.

The increases in revenue discussed above were partially offset by a 72% decrease in other revenue to $9 million for the six months ended June 30, 2023, from $32 million for the six months ended June 30, 2022. This decrease was primarily driven by the $18 million decrease related to Powered by We development services, as various ongoing projects reached substantial completion during 2022.

Location Operating Expenses

Comparison of the three months ended June 30, 2023 and 2022


	Three Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Location operating expenses	$	725	$	736	$	(11)	(1)	%

Impact of foreign exchange	N/A		(4)
Constant-currency location operating expenses	$	725	$	732	$	(7)	(1)	%

Location operating expenses decreased $11 million and 1%, or 1% on a constant-currency basis, for the three months ended June 30, 2022 compared to the three months ended June 30, 2023. This decrease was due primarily to continued lease terminations and a decline in real estate operating lease costs primarily as a result of COVID-19 and related cost cutting strategies. As a percentage of total revenue, location operating expenses for the three months ended June 30, 2023 decreased by 4 percentage points to 86%, compared to 90% for the three months ended June 30, 2022. The decrease in location operating expenses as a percentage of total revenue is attributed to both our continued cost cutting strategies compounded by a period over period increase in revenue, as discussed above.

The Company terminated leases associated with a total of 11 previously open locations during the three months ended June 30, 2023, in addition to 41 previously open locations subsequent to June 30, 2022. The location decreases were partially offset by the opening of 2 locations during the three months ended June 30, 2023 and 22 locations subsequent to June 30, 2022.

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Our most significant location operating expense is real estate operating lease cost, which includes the following components and changes:


	Three Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Lease cost contractually paid or payable	$	628	$	623	$	5	1	%
Non-cash GAAP straight-line lease cost	16		30		(14)		(47)	%
Amortization of lease incentives	(67)		(66)		(1)		2	%
Total real estate operating lease cost	$	577	$	587	$	(10)	(2)	%

The following table includes the components of real estate operating lease cost included in location operating expenses as a percentage of membership revenue:


	Three Months Ended June 30,
	2023		2022		Change %
Lease cost contractually paid or payable	80	%	82	%	(2)	%
Non-cash GAAP straight-line lease cost	2	%	4	%	(2)	%
Amortization of lease incentives	(9)	%	(9)	%	—	%
Total real estate operating lease cost	73	%	77	%	(4)	%

The $14 million decrease in non-cash GAAP straight-line lease cost was driven by continued lease terminations during the three months ended June 30, 2023, decreases in lease cost escalations and the end of free rent periods. The decrease in non-cash GAAP straight-line lease cost is also attributed to the decrease in our weighted average remaining lease term. The impact of straight-lining lease cost typically increases straight-line lease cost adjustments in the first half of the life of a lease, when lease cost recorded in accordance with GAAP exceeds cash payments made, and then decreases lease cost in the second half of the life of the lease, when lease cost is less than the cash payments required. The impact of straight-lining of lease cost nets to zero over the life of a lease.

The $5 million increase in lease cost contractually paid or payable was generally the result of an increase in building common area maintenance costs mainly as a result of location openings and increased rates during the three months ended June 30, 2023 as compared to the three months ended June 30, 2022.

The remaining net decrease in all other location operating expenses consisted of decreases related to payroll and bad debt expense. These decreases were offset by increases in consumables, operating costs, and utilities during the three months ended June 30, 2023, driven by an increase in physical occupancy to 72% as of June 2023 from 70% as of June 2022.

Comparison of the six months ended June 30, 2023 and 2022


	Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Location operating expenses	$	1,449	$	1,472	$	(23)	(2)	%
Impact of foreign exchange	N/A		(27)
Constant-currency location operating expenses	$	1,449	$	1,445	$	4	—	%

Location operating expenses decreased $23 million and 2%, or increased less than 1% on a constant-currency basis. This decrease is mainly attributable to the foreign currency impact seen above and continued cost cutting strategies, partially offset by location openings discussed below. As a percentage of total revenue, location operating expenses for the six months ended June 30, 2023 decreased by 7 percentage points to 86% compared to 93% for the six months ended June 30, 2022. The decrease in

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location operating expenses as a percentage of total revenue is attributed to both our continued cost cutting strategies in addition to an increase in occupancy to 72% as of June 2023 from 70% as of June 2022.

The Company terminated leases associated with a total of 35 previously opened locations during the six months ended June 30, 2023 and 35 previously open locations in 2022, including 18 during the six months ended June 30, 2022. The location decreases were partially offset by the opening of 6 locations during the six months ended June 30, 2023 and the opening of 36 locations during 2022, including 18 during the six months ended June 30, 2022. During the six months ended June 30, 2023, the Company also successfully amended over 90 leases which include partial terminations to reduce our leased space, rent reductions, rent deferrals, offsets for tenant improvement allowances and other strategic changes.

Our most significant location operating expense is real estate operating lease cost, which includes the following components and changes:


	Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Lease cost contractually paid or payable	$	1,246	$	1,247	$	(1)	—	%
Non-cash GAAP straight-line lease cost	37		60		(23)		(38)	%
Amortization of lease incentives	(132)		(136)		4		(3)	%
Total real estate operating lease cost	$	1,151	$	1,171	$	(20)	(2)	%

The following table includes the components of real estate operating lease cost included in location operating expenses as a percentage of membership revenue:


	Six Months Ended June 30,
	2023		2022		Change %
Lease cost contractually paid or payable	79	%	85	%	(6)	%
Non-cash GAAP straight-line lease cost	2	%	4	%	(2)	%
Amortization of lease incentives	(8)	%	(9)	%	1	%
Total real estate operating lease cost	73	%	80	%	(7)	%

The $23 million decrease in non-cash GAAP straight-line lease cost was driven by continued lease terminations during the six months ended June 30, 2023, decreases in lease cost escalations and the end of free rent periods. The decrease in non-cash GAAP straight-line lease cost is also attributed to the decrease in our weighted average remaining lease term. The impact of straight-lining lease cost typically increases straight-line lease cost adjustments in the first half of the life of a lease, when lease cost recorded in accordance with GAAP exceeds cash payments made, and then decreases lease cost in the second half of the life of the lease, when lease cost is less than the cash payments required. The impact of straight-lining of lease cost nets to zero over the life of a lease.

The $1 million decrease in lease cost contractually paid or payable was generally due to continued lease terminations and partially offset by an increase in building common area maintenance costs mainly as a result of location openings and increased rates, during the six months ended June 30, 2023.

The $4 million decrease in amortization of lease incentives benefit was primarily due to locations that incurred amortization of lease incentive benefits during the six months ended June 30, 2022 no longer incurring amortization during the six months ended June 30, 2023 due to the lease terminations discussed above.

The remaining net decrease in all other location operating expenses consisted of decreases related to payroll. These decreases were offset by an increase in consumables, bad debt expense and utilities

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during the six months ended June 30, 2023, driven by an increase in physical occupancy to 72% as of June 2023 from 70% as of June 2022.

Pre-Opening Location Expenses

Comparison of the three months ended June 30, 2023 and 2022


	Three Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Pre-opening location expenses	$	8	$	38	$	(30)	(79)	%
Impact of foreign exchange	N/A		1
Constant-currency pre-opening location expenses	$	8	$	39	$	(31)	(79)	%

Pre-opening location expenses decreased $30 million to $8 million, primarily as a result of a net decrease in lease costs from location openings and terminating leases at locations that were previously closed for member operations. During the three months ended June 30, 2023, there were 2 location openings in compared to 10 during the three months ended June 30, 2022.

Our most significant pre-opening location expense was real estate operating lease cost for the period before a location is open for member operations, which includes the following components and changes:


	Three Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Lease cost contractually paid or payable	$	4	$	28	$	(24)	(86)	%
Non-cash GAAP straight-line lease cost	5		14		(9)		(64)	%
Amortization of lease incentives	(1)		(5)		4		(80)	%
Total pre-opening location real estate operating lease cost	$	8	$	37	$	(29)	(78)	%

Comparison of the six months ended June 30, 2023 and 2022


	Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Pre-opening location expenses	$	15	$	85	$	(70)	(82)	%
Impact of foreign exchange	N/A		—
Constant-currency pre-opening location expenses	$	15	$	85	$	(70)	(82)	%

Pre-opening location expenses decreased $70 million to $15 million, primarily as a result of a net decrease in lease costs from location openings and terminating leases at locations that were previously closed for member operations throughout 2022. During the six months ended June 30, 2023, there were 6 location openings in addition to 36 location openings in 2022, including 18 during the six months ended June 30, 2022.

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	Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Lease cost contractually paid or payable	$	9	$	61	$	(52)	(85)	%
Non-cash GAAP straight-line lease cost	7		30		(23)		(77)	%
Amortization of lease incentives	(2)		(10)		8		(80)	%
Total pre-opening location real estate operating lease cost	$	14	$	81	$	(67)	(83)	%

Selling, General and Administrative Expenses

Comparison of the three months ended June 30, 2023 and 2022


	Three Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Selling, general and administrative expenses	$	150	$	189	$	(39)	(21)	%
Impact of foreign currency	N/A		(1)
Constant-currency selling, general and administrative expenses	$	150	$	188	$	(38)	(20)	%

SG&A expenses decreased $39 million and 21%, or 20% on a constant-currency basis, to $150 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. As a percentage of total revenue, SG&A expenses decreased by 5 percentage points to 18% for the three months ended June 30, 2023, compared to 23% for the three months ended June 30, 2022, driven primarily by our continued focus on our goal of creating a leaner, more efficient organization.

During the three months ended June 30, 2023, compared to the three months ended June 30, 2022, there was a decrease of $13 million in employee compensation and benefits expenses, primarily as a result of reductions in headcount, a decrease of $9 million in stock-based compensation, a decrease of $5 million in hosting and software expenses, a decrease of $5 million in insurance expenses, and a decrease of $3 million in cost of revenue mainly attributable to non-core businesses that are being wound down as the Company has refocused on its core space-as-a-service offering.

Comparison of the six months ended June 30, 2023 and 2022


	Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Selling, general and administrative expenses	$	305	$	397	$	(92)	(23)	%
Impact of foreign currency	N/A		(4)
Constant-currency selling, general and administrative expenses	$	305	$	393	$	(88)	(22)	%

SG&A expenses decreased $92 million and 23%, or 22% on a constant-currency basis, to $305 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. As a percentage of total revenue, SG&A expenses decreased by 7 percentage points to 18% for the six months ended June 30, 2023, compared to 25% for the six months ended June 30, 2022, driven primarily by our continued focus on creating a leaner, more efficient organization.

During the six months ended June 30, 2023, compared to the six months ended June 30, 2022, there was a decrease of $39 million in employee compensation and benefits expenses as a result of slowing our growth, continued focus on creating a leaner, more efficient organization and our recent reduction in workforce. There were also decreases of $18 million related to stock-based compensation, $15 million in

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cost of revenue mainly attributable to non-core businesses that are being wound down, $10 million in hosting and software expenses and $6 million in insurance expenses.

Restructuring and other related (gains) costs

Comparison of the three months ended June 30, 2023 and 2022


	Three months ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Restructuring and other related (gains) costs	$	(107)	$	(26)	$	(81)	312	%
Impact of foreign exchange	N/A		—
Constant-currency restructuring and other related (gains) costs	$	(107)	$	(26)	$	(81)	312	%

Restructuring and other related (gains) costs increased $81 million to $(107) million for the three months ended June 30, 2023.

The increase in restructuring and other related (gains) costs was due in part to a $100 million increase in gains on terminated leases. The Company terminated a total of 11 locations during the three months ended June 30, 2023 compared to 7 locations during the three months ended June 30, 2022. Partially offsetting the increase in gains on terminated leases was a $14 million increase in costs related to ceased use buildings and a $5 million increase in legal and other exit costs. Management is continuing to evaluate our real estate portfolio in connection with the Company's ongoing restructuring efforts and expects to exit additional leases.

Comparison of the six months ended June 30, 2023 and 2022


	Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Restructuring and other related (gains) costs	$	(165)	$	(156)	$	(9)	6	%
Impact of foreign exchange	N/A		(1)
Constant-currency restructuring and other related (gains) costs	$	(165)	$	(157)	$	(8)	5	%

Restructuring and other related (gains) costs increased $9 million to $(165) million for the six months ended June 30, 2023, primarily due to a $53 million increase in gains on terminated leases associated with a total of 35 locations during the six months ended June 30, 2023 compared to 22 locations during the six months ended June 30, 2022. The increase in restructuring and other related (gains) costs was partially offset by a $29 million increase in costs related to ceased use buildings and a $10 million increase in legal and other exit costs. Management is continuing to evaluate the Company's real estate portfolio in connection with its ongoing restructuring efforts and expects to exit additional leases.

For additional information on restructuring and other related (gains) costs, see Note 4 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q and "—Key Factors Affecting Comparability of Our Results—Restructuring and Impairments" above.

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Impairment expense/(gain on sale)

Comparison of the three months ended June 30, 2023 and 2022


	Three Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%



Impairment expense/(gain on sale)	$	263	$	36	$	227	631	%
Impact of foreign exchange	N/A		—
Constant-currency impairment expense	$	263	$	36	$	227	631	%

In connection with the operational restructuring program and related changes in the Company's leasing plans discussed above and the impacts on our operations from certain macroeconomic events such as COVID-19, the conflict between Russia and Ukraine, potential economic recession, rising interest rates, and/or inflation, the Company has recorded impairment expense on our long-lived assets. Impairment expense increased $227 million to $263 million for the three months endedJune 30, 2023, as compared to $36 million for the three months ended June 30, 2022, and included the following components:


		Three months ended June 30,				Change
(Amounts in millions)	2023	2022		$		%



Impairment and write-off of long-lived assets associated with restructuring		$	196	$	32	$	164	513	%
Impairment expense, other		66		4		62		1550	%

Impairment of assets held for sale		1		—		1		N/M


Total		$	263	$	36	$	227	631	%

N/M = Not meaningful

Comparison of the six months ended June 30, 2023 and 2022


	Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%



Impairment expense/(gain on sale)	$	340	$	127	$	213	168	%
Impact of foreign exchange	N/A		5
Constant-currency Impairment expense/(gain on sale)	$	340	$	132	$	208	158	%

In connection with the operational restructuring program and related changes in the Company's leasing plans discussed above and the impacts on our operations from certain macroeconomic events such as COVID-19, the conflict between Russia and Ukraine, potential economic recession, rising interest rates, and/or inflation, the Company has recorded impairment expenses on our long-lived assets. Impairment expense/(gain on sale) increased $213 million to $340 million for the six months ended June 30, 2023, as compared to $127 million for the six months ended June 30, 2022, and included the following components:


		Six Months Ended June 30,				Change
(Amounts in millions)	2023	2022		$		%



Impairment and write-off of long-lived assets associated with restructuring		$	267	$	88	$	179	203	%
Impairment expense, other		81		39		42		108	%
Impairment of assets held for sale		4		—		4		N/M

Gain on sale of assets		(12)		—		(12)		N/M



Total		$	340	$	127	$	213	168	%

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N/M = not meaningful

For additional information on impairments, see Note 4 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q and "—Key Factors Affecting Comparability of Our Results—Restructuring and Impairments" above.

Depreciation and Amortization Expense

Comparison of the three months ended ~~September~~June 30, ~~2022~~2023 and ~~the three months ended September 30, 2021~~2022


		Three months ended September 30,				Change				Three months ended June 30,				Change
(Amounts in millions, except percentages)	(Amounts in millions, except percentages)	2022		2021		$		%			(Amounts in millions, except percentages)	2023		2022		$		%
Depreciation and amortization expense	Depreciation and amortization expense	$	156	$	171	$	(15)	(9)	%		Depreciation and amortization expense	$	156	$	158	$	(2)	(1)	%
Impact of foreign exchange	Impact of foreign exchange	N/A		(10)							Impact of foreign exchange	N/A		(1)
Constant-currency depreciation and amortization expense	Constant-currency depreciation and amortization expense	$	156	$	161	$	(5)	(3)	%		Constant-currency depreciation and amortization expense	$	156	$	157	$	(1)	(1)	%

Depreciation and amortization expense decreased ~~$15~~$2 million and 9%1%, or 3%1% on a constant-currency basis, for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the three months ended ~~September~~June 30, ~~2021,~~2022, primarily driven by a decrease in depreciable assets as a result of the decrease in the number of our Consolidated Locations and workstation capacity and impairment expenses incurred throughout ~~2021~~2022 and into ~~2022.~~the first half of 2023.

Comparison of the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~the nine months ended September 30, 2021~~2022


		Nine Months Ended September 30,				Change				Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	(Amounts in millions, except percentages)	2022		2021		$		%			(Amounts in millions, except percentages)	2023		2022		$		%
Depreciation and amortization expense	Depreciation and amortization expense	$	485	$	535	$	(50)	(9)	%		Depreciation and amortization expense	$	304	$	329	$	(25)	(8)	%
Impact of foreign exchange	Impact of foreign exchange	N/A		(21)							Impact of foreign exchange	N/A		(6)
Constant-currency depreciation and amortization expense	Constant-currency depreciation and amortization expense	$	485	$	514	$	(29)	(6)	%		Constant-currency depreciation and amortization expense	$	304	$	323	$	(19)	(6)	%

Depreciation and amortization expense decreased ~~$50~~$25 million and 9%8%, or 6% on a constant-currency basis, ~~and~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, primarily driven by a decrease in depreciable assets as a result of the decrease in the number of our Consolidated Locations and workstation capacity and impairment expenses incurred throughout ~~2021~~2022 and into ~~2022.~~the first half of 2023.

Interest and Other Income (Expense), Net

Comparison of the three months ended ~~September~~June 30, ~~2022~~2023 and ~~the three months ended September 30, 2021~~2022


		Three months ended September 30,				Change					Three months ended June 30,				Change
(Amounts in millions, except percentages)	(Amounts in millions, except percentages)	2022		2021		$		%		(Amounts in millions, except percentages)	2023		2022		$		%
Income (loss) from equity method investments		$	(10)	$	5	$	(15)	(300)	%

Interest expense	Interest expense	(116)		(121)		5		(4)	%	Interest expense	$	(102)	$	(159)	$	57	(36)	%
Interest income		3		6		(3)		(50)	%

Foreign currency gain (loss)	Foreign currency gain (loss)	(167)		(103)		(64)		62	%	Foreign currency gain (loss)	20		(157)		177		(113)	%
Gain (loss) on change in fair value of warrant liabilities		—		7		(7)		(100)	%
Other income (expense), net										Other income (expense), net	41		—		41		N/M

Interest and other income (expense), net	Interest and other income (expense), net	$	(290)	$	(206)	$	(84)	41	%	Interest and other income (expense), net	$	(41)	$	(316)	$	275	(87)	%

Interest and other income (expense), net ~~decreased $84~~increased $275 million to ~~$(290)~~$(41) million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the three months ended ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~

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increase was primarily driven by foreign currency ~~losses~~gains which increased by ~~$64~~$177 million during the three months ended ~~September~~June 30, ~~2022~~2023 as compared to the three months ended ~~September~~June 30, ~~2021.~~2022. This increase was driven by the foreign currency denominated intercompany transactions that are not of a long-term investment nature as a result

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of our prior international expansion and currency fluctuations against the dollar. The ~~$(167)~~$20 million foreign currency ~~loss~~gain during the three months ended ~~September~~June 30, ~~2022~~2023 was primarily impacted by fluctuations in the U.S. dollar-British Pound and U.S. ~~dollar-Euro.~~dollar-Euro

~~Income (loss) from equity method investments~~Interest expense decreased ~~by $15~~$57 million during the three months ended ~~September~~June 30, ~~2022,~~2023, compared to the three months ended ~~September~~June 30, ~~2021~~2022, primarily due to ~~a $16 million decrease~~the consummation of the ~~Company's share of income (loss) related to our equity method investments. See~~2023 Debt Restructuring Transactions (as discussed and described in Note 1012 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form ~~10-Q for further details~~10-Q), resulting in a reduction of approximately $42 million of interest expense on ~~equity method and other investments.~~

~~Comparison~~previously issued debt that was exchanged, partially offset by an increase of approximately $21 million in interest expense, net of premium amortization related to newly issued debt. The decrease in interest expense was also due in part to $47 million of unamortized deferred financing costs expensed during the three months ended June 30, 2022 in connection with the Fourth Amendment to the Credit Agreement. The decreases in interest expense were partially offset by a $13 million increase in interest expense due to the $350 million draw of the ~~nine months ended September 30,~~Junior LC Tranche in May 2022 and subsequent increase to $470 million in February 2023 in connection with the ~~nine months ended September 30, 2021~~Fourth and Sixth Amendments to the Credit Agreement, respectively.

Nine Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Income (loss) from equity method investments $ (13) $ (19) $ 6 (32) %
Interest expense (388) (339) (49) 14 %
Interest income 6 14 (8) (57) %
Foreign currency gain (loss) (368) (141) (227) 161 %
Gain (loss) on change in fair value of warrant liabilities 10 (343) 353 (103) %
Interest and other income (expense), net $ (753) $ (828) $ 75 (9) %

~~Interest and other~~Other income (expense), net increased ~~$75~~$41 million ~~to $(753) million for~~during the ~~nine~~three months ended ~~September~~June 30, ~~2022~~2023, compared to the ~~nine~~three months ended ~~September~~June 30, ~~2021. The increase was~~2022, primarily ~~driven by a $353 million increase on net gain due to the change in fair value of warrant liabilities~~ due to a ~~$343~~$40 million ~~loss~~gain on the ~~SoftBank Senior Unsecured Notes Warrant and 2020 LC Facility Warrant during~~extinguishment of debt in connection with the nine months ended September 30, 2021. During the nine months ended September 30, 2022, the Private Warrants were the only warrant liabilities outstanding, with an initial fair value at issuance of $18 million. The warrant liabilities are remeasured each reporting date to fair value through their exercise dates, with such adjustments driven by changes in the Company's stock price. 2023 Debt Restructuring Transactions.

See Note 1312 and Note 1518 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for further details on the ~~Private and Public Warrants,~~2023 Debt Restructuring Transactions and the ~~fair value measurement~~Credit Agreement, respectively.

Comparison of the ~~Private Warrants, respectively.~~six months ended June 30, 2023 and 2022

~~Foreign~~


	Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%

Interest expense	$	(223)	$	(272)	$	49	(18)	%

Foreign currency gain (loss)	51		(201)		252		(125)	%
Other income (expense), net	33		10		23		230	%


Interest and other income (expense), net	$	(139)	$	(463)	$	324	(70)	%

Interest and other income (expense), net increased $324 million to $(139) million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. The increase was primarily driven by a $252 million increase in foreign currency ~~losses increased by $227 million~~gain during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, primarily driven by the foreign currency denominated intercompany transactions that are not of a long-term investment nature as a result of our prior international expansion and currency fluctuations against the U.S. dollar. The ~~$368~~$51 million foreign currency ~~loss~~gain during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was primarily impacted by fluctuations in the U.S. dollar-British Pound and U.S. ~~dollar-Euro.~~dollar-Euro

Interest expense ~~increased~~decreased by $49 million, ~~driven~~ primarily due to the consummation of the 2023 Debt Restructuring Transactions, resulting in a reduction of approximately $42 million of interest expense on previously issued debt that was exchanged, partially offset by aan increase of approximately $21 million in interest expense, net of premium amortization related to newly issued debt. The decrease in interest expense was also due in part to $47 million ~~increase from the accelerated amortization~~ of unamortized deferred financing costs expensed during the six months ended June 30, 2022 in connection with the Fourth Amendment to the Credit Agreement. The decreases in interest expense were partially offset by a $25 million increase in interest expense due to the $350 million draw of the Junior LC Tranche in May 2022 and subsequent increase to $470 million in

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February 2023 in connection with the Fourth and Sixth Amendments to the Credit Agreement, respectively.

Other income (expense), net increased $23 million during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to a $30 million net gain on the extinguishment of debt during the six months ended June 30, 2023, including a $40 million gain on the extinguishment of debt in connection with the 2023 Debt Restructuring Transactions, net of a $10 million loss on the extinguishment of debt in connection with the Sixth Amendment to the Credit Agreement. This increase was partially offset by a $9 million decrease due to the change in the fair value of warrant liabilities.

See Note 2012 and Note 18 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for ~~additional information~~further details on the 2023 Debt Restructuring Transactions and the Credit ~~Agreement.~~Agreement, respectively.

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Income Tax Benefit (Provision)

Comparison of the three months ended ~~September~~June 30, ~~2022~~2023 and ~~the three months ended September 30, 2021~~2022


		Three months ended September 30,				Change				Three months ended June 30,				Change
(Amounts in millions, except percentages)	(Amounts in millions, except percentages)	2022		2021		$		%			(Amounts in millions, except percentages)	2023		2022		$		%
Income tax benefit (provision)	Income tax benefit (provision)	$	(3)	$	2	$	(5)	(250)	%		Income tax benefit (provision)	$	(5)	$	(3)	$	(2)	67	%

There was a $5$2 million net increase in the income tax provision for the three months ended ~~September~~June 30, ~~2022,~~2023 compared to the three months ended ~~September~~June 30, ~~2021. The overall increase is~~2022, which was primarily due to ~~current income tax expense~~higher state taxes as a result of the 2023 Debt Restructuring Transactions that was consummated during the three months ended June 30, 2023, in ~~jurisdictions without net operating losses in 2022, compared~~addition to higher withholding taxes during the ~~recognition of a benefit associated with the release of valuation allowance in 2021.~~period.

Our effective income tax rate during both the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 was lower than the U.S. federal statutory rate primarily due to the effect of certain non-deductible permanent differences ~~the effect of our~~offset by net operating ~~in jurisdictions with various statutory tax rates,~~losses and valuation allowances.

Comparison of the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and 2022


	Six Months Ended June 30,				Change
(Amounts in millions, except percentages)	2023		2022		$		%
Income tax benefit (provision)	$	(2)	$	(2)	$	—	—	%

The income tax provision remained consistent for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~

Nine Months Ended September 30, Change
(Amounts in millions, except percentages) 2022 2021 $ %
Income tax benefit (provision) $ (5) $ (5) $ — — %

~~The tax provision was consistent between~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, 2022, and the nine months ended September 30, 2021, which was primarily due to increased current income tax expense in jurisdictions without net operating losses offset by lower withholding tax accrual.2022.

Our effective income tax rate during both the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 was lower than the U.S. federal statutory rate primarily due to the effect of certain non-deductible permanent differences ~~the effect of our~~offset by net operating ~~in jurisdictions with various statutory tax rates,~~losses and valuation allowances.

Net Loss Attributable to Noncontrolling Interests

~~During~~From 2017 through ~~2022,~~2023, various of our consolidated subsidiaries issued equity to other parties in exchange for cash as more fully described in Note 98 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. As we have the power to direct the activities of these entities that most significantly impact their economic performance and the right to receive benefits that could potentially be significant to these entities, they remain our consolidated subsidiaries, and the interests owned by the other investors and the net income or loss and comprehensive income or loss attributable to the other investors are reflected as noncontrolling interests on our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Loss, respectively.

The increase in the net loss attributable to noncontrolling interests from three and nine months ended September 30, 2021 to the three and nine months ended September 30, 2022 of $19 million and $83 million, respectively, are both primarily due to the issuance of noncontrolling interests of LatamCo in September 2021 and conversion of WeWork Partnership Profits Interest Units into WeWork Partnership Class A common units (discussed below).

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The decreases in the net loss attributable to noncontrolling interests during the three and six months ended June 30, 2023 as compared to three and six months ended June 30, 2022, of $10 million and $44 million, respectively, are due to the decreased net losses incurred by JapanCo and LatamCo.

In ~~October 2021, Mr. Neumann converted 19,896,032 vested WeWork Partnership Profits Interest Units into WeWork Partnership Class A common units. As~~addition, as a result of the ~~2.73%~~2023 Debt Restructuring Transactions, Mr.. Neumann's ownership ofin the WeWork Partnership decreased from 2.73% to 0.93% from June 30, 2022 to June 30, 2023, respectively. As a result, the Company allocated $3 million and $10 million to noncontrolling interests during the three and six months ended ~~September~~June 30, 2023, respectively, compared to $16 million and $27 million during the three and six months ended June 30, 2022, the Company allocated a loss of $16 million through the noncontrolling interest, as compared to none for the three months ended September 30, 2021. As a result of the 2.73% ownership of the WeWork Partnership during the nine months ended September 30, 2022, the Company allocated a loss of $43 million through noncontrolling interests, as compared to none for the nine months ended September 30, 2021.respectively.

See Note 109 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for discussion of the Company’s non-consolidated VIEs.

Net Loss Attributable to WeWork Inc.

As a result of the factors described above, we recorded a net loss attributable to WeWork Inc. of ~~$(0.6) billion~~$(349) million and $(577) million for the three months ended ~~September~~June 30, 2023 and 2022, respectively, compared to ~~$(0.8) billion~~$(613) million and $(1,012) million for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2023 and ~~a net loss attributable to WeWork Inc. of $(1.6) billion for the nine months ended September 30,~~ 2022, ~~compared to $(3.7) billion for the nine months ended September 30, 2021.~~respectively.

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Quarterly Results of Operations

The following table sets forth certain unaudited financial and operating information for the quarterly periods presented and certain non-GAAP financial measures. The quarterly information includes all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the information presented. This information should be read in conjunction with the ~~consolidated financial statements~~Condensed Consolidated Financial Statements and related notes thereto included elsewhere in this Form 10-Q.


		Three Months Ended																						Three Months Ended
(Amounts in millions)		September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020		September 30, 2020
(Amounts in millions, except ARPM in ones)																				(Amounts in millions, except ARPM in ones)	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022			March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021
Revenue:	Revenue:																														Revenue:
Consolidated Locations membership and service revenue	Consolidated Locations membership and service revenue	$	809	$	796	$	744	$	694	$	625	$	564	$	575	$	609	$	733												Consolidated Locations membership and service revenue		$	835		$	838		$	834		$	809	$	796	$	744	$	694	$	625	$	564

Unconsolidated Locations management fee revenue and cost reimbursement revenue	Unconsolidated Locations management fee revenue and cost reimbursement revenue	6		5		3		2		2		1		4		3		1													Unconsolidated Locations management fee revenue and cost reimbursement revenue		5			6			4			6		5		3		2		2		1
Other revenue	Other revenue	2		14		18		22		34		28		19		54		77													Other revenue		4			5			10			2		14		18		22		34		28
Total revenue	Total revenue	817		815		765		718		661		593		598		666		811													Total revenue		844			849			848			817		815		765		718		661		593
Expenses:	Expenses:																														Expenses:
Location operating expenses—cost of revenue (1)	Location operating expenses—cost of revenue (1)	730		736		736		733		752		780		818		814		924													Location operating expenses—cost of revenue (1)		725			724			712			730		736		736		733		752		780
Pre-opening location expenses	Pre-opening location expenses	23		38		47		42		40		43		35		46		61													Pre-opening location expenses		8			7			13			23		38		47		42		40		43

Selling, general and administrative expenses (1)	Selling, general and administrative expenses (1)	181		189		208		278		234		227		274		292		386													Selling, general and administrative expenses (1)		150			155			157			181		189		208		278		234		227
Restructuring and other related (gains) costs	Restructuring and other related (gains) costs	(34)		(26)		(130)		(48)		16		(28)		494		52		19													Restructuring and other related (gains) costs		(107)			(58)			(10)			(34)		(26)		(130)		(48)		16		(28)
Impairment expense		97		36		91		241		88		242		299		546		254
Impairment expense/(gain on sale)																				Impairment expense/(gain on sale)	263		77		401		97		36			91			241			88			242
Depreciation and amortization	Depreciation and amortization	156		158		171		174		171		180		184		191		198													Depreciation and amortization		156			148			156			156		158		171		174		171		180
Total expenses	Total expenses	1,153		1,131		1,123		1,420		1,301		1,444		2,104		1,941		1,842													Total expenses		1,195			1,053			1,429			1,153		1,131		1,123		1,420		1,301		1,444
Loss from operations	Loss from operations	(336)		(316)		(358)		(702)		(640)		(851)		(1,506)		(1,275)		(1,031)													Loss from operations		(351)			(204)			(581)			(336)		(316)		(358)		(702)		(640)		(851)
Interest and other income (expense), net	Interest and other income (expense), net	(290)		(316)		(147)		(103)		(206)		(68)		(553)		105		38													Interest and other income (expense), net		(41)			(98)			55			(290)		(316)		(147)		(103)		(206)		(68)
Pre-tax loss	Pre-tax loss	(626)		(632)		(505)		(805)		(846)		(919)		(2,059)		(1,170)		(993)													Pre-tax loss		(392)			(302)			(526)			(626)		(632)		(505)		(805)		(846)		(919)
Income taxes benefit (provision)	Income taxes benefit (provision)	(3)		(3)		1		2		2		(4)		(3)		2		(6)													Income taxes benefit (provision)		(5)			3			(1)			(3)		(3)		1		2		2		(4)
Net loss	Net loss	(629)		(635)		(504)		(803)		(844)		(923)		(2,062)		(1,168)		(999)													Net loss		(397)			(299)			(527)			(629)		(635)		(504)		(803)		(844)		(923)
Net loss attributable to noncontrolling interests	Net loss attributable to noncontrolling interests	61		58		69		88		42		34		30		28		58													Net loss attributable to noncontrolling interests		48			35			73			61		58		69		88		42		34
Net loss attributable to WeWork Inc.	Net loss attributable to WeWork Inc.	$	(568)	$	(577)	$	(435)	$	(715)	$	(802)	$	(889)	$	(2,032)	$	(1,140)	$	(941)												Net loss attributable to WeWork Inc.		$	(349)		$	(264)		$	(454)		$	(568)	$	(577)	$	(435)	$	(715)	$	(802)	$	(889)

Adjusted EBITDA (2)	Adjusted EBITDA (2)	$	(105)	$	(134)	$	(212)	$	(283)	$	(356)	$	(449)	$	(446)	$	(472)	$	(527)												Adjusted EBITDA (2)		$	(36)		$	(29)		$	(26)		$	(105)	$	(134)	$	(212)	$	(283)	$	(356)	$	(449)

Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	$	(110)	$	(197)	$	(338)	$	(373)	$	(380)	$	(618)	$	(541)	$	(439)	$	(249)												Net cash provided by (used in) operating activities		$	(246)		$	(284)		$	(88)		$	(110)	$	(197)	$	(338)	$	(373)	$	(380)	$	(618)
Less: Purchases of property, equipment and capitalized software	Less: Purchases of property, equipment and capitalized software	(95)		(101)		(74)		(105)		(61)		(42)		(129)		(192)		(274)													Less: Purchases of property, equipment and capitalized software		(57)			(59)			(68)			(95)		(101)		(74)		(105)		(61)		(42)
Free Cash Flow(3)	Free Cash Flow(3)	$	(205)	$	(298)	$	(412)	$	(478)	$	(441)	$	(660)	$	(670)	$	(631)	$	(523)												Free Cash Flow(3)		$	(303)		$	(343)		$	(156)		$	(205)	$	(298)	$	(412)	$	(478)	$	(441)	$	(660)

Physical Membership Monthly ARPM(4)																				Physical Membership Monthly ARPM(4)	$	502	$	490	$	481	$	477	$	481		$	484		$	484		$	485		$	482

(1)Exclusive of depreciation and amortization shown separately on the depreciation and amortization line.

(2)Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA is set forth below:

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		Three Months Ended																		Three Months Ended
(Amounts in millions)	(Amounts in millions)	September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020		September 30, 2020									(Amounts in millions)		June 30, 2023			March 31, 2023			December 31, 2022			September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021		June 30, 2021
Net loss	Net loss	$	(629)	$	(635)	$	(504)	$	(803)	$	(844)	$	(923)	$	(2,062)	$	(1,168)	$	(999)								Net loss		$	(397)		$	(299)		$	(527)		$	(629)	$	(635)	$	(504)	$	(803)	$	(844)	$	(923)
Income tax (benefit) provision	Income tax (benefit) provision	3		3		(1)		(2)		(2)		4		3		(2)		6									Income tax (benefit) provision		5			(3)			1			3		3		(1)		(2)		(2)		4
Interest and other (income) expense	Interest and other (income) expense	290		316		147		103		206		68		553		(105)		(38)									Interest and other (income) expense		41			98			(55)			290		316		147		103		206		68
Depreciation and amortization	Depreciation and amortization	156		158		171		174		171		180		184		191		198									Depreciation and amortization		156			148			156			156		158		171		174		171		180
Restructuring and other related (gains) costs	Restructuring and other related (gains) costs	(34)		(26)		(130)		(48)		16		(28)		494		52		19									Restructuring and other related (gains) costs		(107)			(58)			(10)			(34)		(26)		(130)		(48)		16		(28)
Impairment expense		97		36		91		241		88		242		299		546		254
Impairment expense/(gain on sale)																					Impairment expense/(gain on sale)	263	77	401	97	36		91			241			88			242
Stock-based compensation expense	Stock-based compensation expense	13		13		13		48		4		4		54		7		9									Stock-based compensation expense		3			3			10			13		13		13		48		4		4

Other, net	Other, net	(1)		1		1		4		5		4		29		7		24									Other, net		—			5			(2)			(1)		1		1		4		5		4
Adjusted EBITDA	Adjusted EBITDA	$	(105)	$	(134)	$	(212)	$	(283)	$	(356)	$	(449)	$	(446)	$	(472)	$	(527)								Adjusted EBITDA		$	(36)		$	(29)		$	(26)		$	(105)	$	(134)	$	(212)	$	(283)	$	(356)	$	(449)

(3)Free Cash Flow is a non-GAAP financial measure. A reconciliation of Free Cash Flow to net cash provided by (used in) operating activities is presented in the table above.

(4)A calculation of Physical Membership Monthly ARPM, an operating metric, is set forth below:


	Three Months Ended
(Amounts in millions, except memberships in thousands, and ARPM in ones)	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021		June 30, 2021
Membership and service revenue	$	840	$	844	$	838	$	815	$	801	$	747	$	696	$	627	$	565
WeWork Access revenue	(62)		(59)		(50)		(47)		(45)		(36)		(29)		(20)		(13)
Unconsolidated Locations management fee revenue	(5)		(6)		(4)		(6)		(5)		(3)		(2)		(2)		(1)
Consolidated Locations Physical Membership and Service revenue	773		779		784		762		751		708		665		605		551
Consolidated Locations cumulative physical memberships	1,540		1,590		1,629		1,596		1,562		1,465		1,373		1,248		1,143
Physical Membership Monthly ARPM	$	502	$	490	$	481	$	477	$	481	$	484	$	484	$	485	$	482

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(Other key performance indicators (in thousands, except for revenue in millions and percentages)):		September 30, 2022			June 30, 2022			March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020
Other key performance indicators:
Consolidated Locations (1),(2)
Other key performance indicators (in thousands, except for revenue in millions and percentages):																													Other key performance indicators (in thousands, except for revenue in millions and percentages):	June 30, 2023	March 31, 2023	December 31, 2022	September 30, 2022	June 30, 2022		March 31, 2022				December 31, 2021				September 30, 2021				June 30, 2021

Consolidated Locations																													Consolidated Locations
Membership and service revenues	Membership and service revenues	$	809		$	796		$	744		$	694		$	625		$	564		$	575		$	609		$	733								Membership and service revenues		$	835			$	838			$	834			$	809		$	796		$	744		$	694		$	625		$	564
Workstation Capacity	Workstation Capacity	756			749			746			746			766			770			804			865			962									Workstation Capacity		715				720				731				756			749			746			746			766			770
Physical Memberships	Physical Memberships	536			528			501			469			432			386			378			387			480									Physical Memberships		512				527				547				536			528			501			469			432			386
All Access and Other Legacy Memberships	All Access and Other Legacy Memberships	67			62			55			45			32			20			15			13			34									All Access and Other Legacy Memberships		75				75				70				67			62			55			45			32			20
Memberships	Memberships	603			589			555			514			464			406			393			401			514									Memberships		587				602				617				603			589			555			514			464			406
Physical Occupancy Rate	Physical Occupancy Rate	71		%	70		%	67		%	63		%	56		%	50		%	47		%	45		%	50		%							Physical Occupancy Rate		72		%		73		%		75		%		71		%	70		%	67		%	63		%	56		%	50		%
Enterprise Physical Membership Percentage	Enterprise Physical Membership Percentage	47		%	45		%	46		%	47		%	49		%	52		%	52		%	52		%	52		%							Enterprise Physical Membership Percentage		41		%		45		%		46		%		47		%	45		%	46		%	47		%	49		%	52		%

Unconsolidated Locations (1),(2)
Unconsolidated Locations																													Unconsolidated Locations
Membership and service revenues~~(3)~~(1)	Membership and service revenues~~(3)~~(1)	$	132		$	134		$	134		$	133		$	119		$	101		$	90		$	86		$	20								Membership and service revenues~~(3)~~(1)		$	135			$	133			$	129			$	132		$	134		$	134		$	133		$	119		$	101
Workstation Capacity	Workstation Capacity	173			172			174			166			165			168			160			166			57									Workstation Capacity		191				184				175				173			172			174			166			165			168
Physical Memberships	Physical Memberships	135			133			128			121			114			110			97			89			27									Physical Memberships		141				137				135				135			133			128			121			114			110
All Access and Other Virtual Memberships		1			—			—			—			—			1			—			—			—
All Access and Other Legacy Memberships																													All Access and Other Legacy Memberships	2	2	1	1	—		—				—				—				1
Memberships	Memberships	136			134			128			121			114			111			97			89			27									Memberships		143				139				136				136			134			128			121			114			111
Physical Occupancy Rate	Physical Occupancy Rate	78		%	77		%	73		%	73		%	69		%	66		%	61		%	54		%	47		%							Physical Occupancy Rate		74		%		75		%		77		%		78		%	77		%	73		%	73		%	69		%	66		%

Systemwide Locations	Systemwide Locations																																		Systemwide Locations
Membership and service revenues ~~(4)~~(2)	Membership and service revenues ~~(4)~~(2)	$	941		$	930		$	878		$	827		$	744		$	665		$	665		$	695		$	753								Membership and service revenues ~~(4)~~(2)		$	970			$	971			$	963			$	941		$	930		$	878		$	827		$	744		$	665
Workstation Capacity	Workstation Capacity	928			922			920			912			932			937			963			1,030			1,020									Workstation Capacity		906				904				906				928			922			920			912			932			937
Physical Memberships	Physical Memberships	671			661			628			590			546			496			475			476			507									Physical Memberships		653				664				682				671			661			628			590			546			496
All Access and Other Legacy Memberships	All Access and Other Legacy Memberships	68			62			55			46			32			20			15			13			34									All Access and Other Legacy Memberships		77				77				71				68			62			55			46			32			20
Memberships	Memberships	739			723			684			635			578			517			490			490			542									Memberships		730				741				754				739			723			684			635			578			517
Physical Occupancy Rate	Physical Occupancy Rate	72		%	72		%	68		%	65		%	59		%	53		%	49		%	46		%	50		%							Physical Occupancy Rate		72		%		73		%		75		%		72		%	72		%	68		%	65		%	59		%	53		%

(1)Effective October 2, 2020, the Company deconsolidated ChinaCo and as a result, beginning with the fourth quarter of 2020, the workstation capacity, memberships, and occupancy percentages for Consolidated Locations excludes the impact of ChinaCo locations, and they are included in Unconsolidated Locations, with no impact on Systemwide. Prior to October 2, 2020, ChinaCo was still consolidated and therefore the key performance indicators for ChinaCo are included in Consolidated Locations. Key performance indicators for ChinaCo locations were as follows:

(Amounts in thousands, except percentages) September 30,
2022 June 30,
2022 March 31,
2022 December 31,
2021 September 30,
2021 June 30,
2021 March 31,
2021 December 31,
2020 September 30,
2020
Workstation capacity 88 89 92 94 94 96 100 107 115
Memberships 62 64 67 71 72 71 67 63 60
Physical Occupancy Rate 71 % 72 % 72 % 76 % 76 % 74 % 67 % 59 % 52 %

~~(2)The above table was updated to include the key performance indicators related to 4 Consolidated Locations and 17 Unconsolidated Locations related to the acquisition of Common Desk in March 2022.~~

~~(3)~~Unconsolidated membership and service revenues represents the results of Unconsolidated Locations that typically generate ongoing management fees for the Company at ~~a rate of 2.75-4.00%~~rates ranging from 2.75% to 7.00% of applicable revenue.

~~(4)~~(2)Systemwide Location membership and service revenues represents the results of all locations regardless of ownership.

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Liquidity and Capital Resources

We ~~currently~~ expect that our principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, expenses, capital expenditures, lease security, other investments and repurchases or repayments of outstanding indebtedness and other liabilities will include:

•Cash on hand of ~~$460~~$205 million of cash and cash equivalents as of ~~September~~June 30, ~~2022,~~2023, of which ~~$64~~$46 million iswas held by our consolidated VIEs that will be used first to settle obligations of the VIEs and is also subject to the restrictions, including with respect to declaring dividends, as discussed below; and

•The ability to draw up to ~~$550~~$475 million in ~~Senior Secured~~Delayed Draw Notes ~~(defined~~(as defined and described below)~~, which amount will be reduced~~. In July 2023, $175 million of Delayed Draw Notes were issued and $300 million remain available to ~~$500 million in connection with the effectiveness~~draw as of the ~~Second A&R NPA Amendment (as defined below); and~~

•The $1.25 billion Senior LC Tranche (which decreases to $1.05 billion in February 2023) and the $350 million Junior LC Tranche. Upon the effectiveness of the Fourth Amendment to the Credit Agreement, the letter of credit under the Junior LC Tranche was issued and drawn in full for the benefit of the Company. As of September 30, 2022, there was $0.2 billion in remaining letter of credit availability under the 2020 LC Facility.date hereof.

The Company's strategic plan used for evaluating liquidity includes ~~limited~~ future growth initiatives ~~such as signing new leases,~~ and continued execution of our operational restructuring program. The actual timing at which we may achieve profitability and positive cash flow from operations depends on a variety of factors, including the occupancy of our locations, the rates we are able to charge, the success of our cost efficiency efforts, economic and competitive conditions in the markets where we operate, general macroeconomic conditions, the pace at which we choose or are able to grow and our ability to add new members and new products and services to our platform.

Alternate long-term growth plans may require raising additional capital. The Company regularly evaluates market conditions, to enhance its capital structure and diversify its investor base, and from time to time may refinance, redeem, repurchase or otherwise modify existing debt or issue equity or equity-linked securities.

The duration and scope of the COVID-19 pandemic has been unpredictable and has resulted in a slower than expected recovery in our business. In addition, the currently evolving macroeconomic landscape, including a potential economic recession, rising interest rates, and/or inflation, could impact our financial condition as well as that of our members and their ability to renew their membership agreements. Management has continued to closely monitor these factors and has observed some slowing growth in certain markets. As a result of these developments, our current short-term liquidity forecast assumes that the pandemic and the macroeconomic factors noted above may continue to negatively impact cash flow used in operating activities for the near term. Nevertheless, the Company believes that it will have sufficient liquidity to meet near-term requirements.

The Company's liquidity forecasts are based upon continued execution of its operational restructuring program and also includes management's best estimate of the impact that the COVID-19 pandemic and the evolving macroeconomic landscape may continue to have on WeWork's business and its liquidity needs; however, the extent to which the Company's future results and liquidity needs are further affected will largely depend on the delays in location openings, the effect on demand for WeWork memberships, any permanent shifts in working from home, how quickly the Company can resume normal operations and the Company's ongoing lease negotiations with its landlords, among others. WeWork believes continued execution of its operational restructuring program and its current liquidity position will be sufficient to help it mitigate the continued near-term uncertainty. Its assessment assumes a continued growth in its revenues and occupancy. If the Company does not experience a recovery consistent with its projected timing, additional capital sources may be required, the timing and source of which are uncertain. There is no assurance the Company will be successful in securing the additional capital infusions if needed.

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During the nine months ended September 30, 2022, our primary sources of cash were from membership receipts and the Junior LC Tranche draw. Our primary uses of cash included fixed operating lease cost and capital expenditures associated with the design and build-out of our spaces. ~~We have also incurred costs related to our operational restructuring including~~ lease termination fees, legal fees and other exit costs. Cash payments of restructuring liabilities, net totaled $159 million during the nine months ended September 30, 2022. Pre-opening location expenses, SG&A expenses and cash payments made for acquisitions and investments have also historically included large discretionary uses of cash which can and have been scaled back to the extent needed based on our future cash needs. We also may elect to repurchase or retire amounts of our outstanding debt for cash, through open market repurchases or privately negotiated transactions with certain of our debt holders, although there is no assurance we will do so.

~~As of September 30, 2022, our consolidated VIEs held the following, in each case after intercompany eliminations:~~

September 30, 2022
(Amounts in millions)
SBG JVs(1)
Other VIEs(2)
Cash and cash equivalents $ 56 $ 8
Restricted cash 2 —
Total assets 2,231 12
Total liabilities 2,064 2
Redeemable stock issued by VIEs 80 —
Total net assets (3)
87 10

~~(1)~~The “SBG JVs” as of September 30, 2022 include only JapanCo and LatamCo. As of September 30, 2022, JapanCo and LatamCo were prohibited from declaring dividends (including to us) without approval of an affiliate of SoftBank Group Capital Limited. As a result, any net assets of JapanCo and LatamCo would be considered restricted net assets to the Company as of September 30, 2022. The net assets of the SBG JVs include membership interest in JapanCo issued to affiliates of SBG with liquidation preferences totaling $500 million as of September 30, 2022 and ordinary shares in LatamCo totaling $80 million as of September 30, 2022 that are redeemable upon the occurrence of event that is not solely within the control of the company. After reducing the net assets of the SBG JVs by the liquidation preference associated with such membership interest and redeemable ordinary shares, the remaining net assets of the SBG JVs is negative as of September 30, 2022.

~~(2)"Other VIEs” includes the WeCap Manager and WeCap Holdings Partnership.~~

~~(3)~~Total net assets represents total assets less total liabilities and redeemable stock issued by VIEs after the total assets and total liabilities have both been reduced to remove amounts that eliminate in consolidation.

Based on the terms of the arrangements as of September 30, 2022, the assets of our consolidated VIEs will be used first to settle obligations of the VIEs. Remaining assets may then be distributed to the VIEs' owners, including us, subject to the liquidation preferences of certain noncontrolling interest holders and any other preferential distribution provisions contained within the operating agreements of the relevant VIEs. Other than the restrictions relating to our SBG JVs discussed in note (1) to the table above, third-party approval for the distribution of available net assets is not required for any of our consolidated VIEs as of September 30, 2022. See the section entitled "—~~Senior Notes~~"~~below for a discussion on additional restrictions on the net assets of WeWork Companies LLC.~~

As of September 30, 2022, creditors of our consolidated VIEs do not have recourse against the general credit of the Company except with respect to certain lease guarantees we have provided to landlords of our consolidated VIEs, which guarantees totaled $13 million as of September 30, 2022. In addition, as of September 30, 2022, the Company also continues to guarantee $4 million of lease obligations of ChinaCo.

We believe our sources of liquidity described above and in more detail below will be sufficient to meet our obligations as of September 30, 2022 over the next 12 months from the date of this Form 10-Q.

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We do not expect distributions from our consolidated VIEs or unconsolidated investments to be a significant source of liquidity and our assessment of our ability to meet our capital requirements over the next 12 months does not assume that we will receive distributions from those entities.

~~We are regularly evaluating~~ alternatives for efficiently funding our operations and/or refinancing our existing indebtedness and ~~pay~~paying any related accrued interests, premiums and fees, which may include, among other things, issuance of additional equity or debt financing and other opportunistic financing transactions, ~~or otherwise,~~ subject to prevailing market conditions and other considerations. Our future financing requirements and the future financing requirements of our consolidated VIEs will depend on many factors, including the number of new locations to be opened, our net member retention rate, ~~the impacts of the COVID-19 pandemic,~~ the timing and extent of spending to support the development of our platform, the expansion of our sales and marketing activities and potential investments in, or acquisitions of, businesses or technologies. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. In addition, the incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that restrict our operations.

The Company's liquidity forecasts are based upon continued execution of its operational restructuring program and also includes management's best estimate of the currently evolving macroeconomic landscape, including a potential economic recession, rising interest rates, inflation, and the slower than expected recovery in certain markets from the impact of the COVID-19 pandemic. While we have seen an increase in physical occupancy and revenue year over year, these macroeconomic factors have recently contributed to a 3% decline in physical memberships and a 4% decline in physical occupancy from December 2022 to June 2023, resulting from membership churn that accelerated in the second quarter in relation to our plan. These macroeconomic factors may continue to have an impact on WeWork's business and its liquidity needs; however, the extent to which the Company's future results and liquidity needs are further affected will largely depend on the extent to which our members renew their membership agreements, the effect on demand for WeWork memberships, any permanent shifts in working from home and the Company's ongoing lease negotiations with its landlords, among others. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s expected plans over the next twelve months to improve the Company’s liquidity and profitability, which include, without limitation:

•Reducing rent and tenancy expense by taking additional restructuring actions and negotiating more favorable lease terms.

•Increasing revenue by reducing member churn and increasing new sales.

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•Controlling expenses and limiting capital expenditures.

•Seeking additional capital through the issuance of debt or equity securities, or the sale of assets.

During the six months ended June 30, 2023, our primary sources of cash were from membership receipts, $500 million in proceeds related to new debt issuances in connection with the 2023 Debt Restructuring Transactions, and the $120 million Junior LC Tranche increase in connection with Sixth Amendment to the Credit Agreement. Our primary uses of cash for the six months ended June 30, 2023 included fixed operating lease cost and capital expenditures associated with the design and build-out of our spaces. We have also incurred costs related to our operational restructuring, including lease termination fees, legal fees and other exit costs. Cash payments of restructuring liabilities, net totaled $109 million during the six months ended June 30, 2023. Pre-opening location expenses and SG&A expenses have historically included large discretionary uses of cash that can and have been scaled back to the extent required based on our future cash needs. We also may elect to repurchase or retire amounts of our outstanding debt for cash, through open market repurchases or privately negotiated transactions with certain of our debt holders, although there is no assurance we will do so.

Consolidated Variable Interest Entities ("VIEs")

As of June 30, 2023, our consolidated VIEs held the following, in each case after intercompany eliminations:


	June 30, 2023
(Amounts in millions)	SBG JVs(1)		Other VIEs(2)
Cash and cash equivalents	$	38	$	8

Total assets	2,089		12
Total liabilities	2,039		2
Redeemable stock issued by VIEs	80		—
Total net assets (3)	(30)		10

(1)The “SBG JVs” as of June 30, 2023 include only JapanCo and LatamCo. As of June 30, 2023, JapanCo and LatamCo were prohibited from declaring dividends (including to us) without approval of an affiliate of SoftBank Group Capital Limited. As a result, any net assets of JapanCo and LatamCo would be considered restricted net assets to the Company as of June 30, 2023. The net assets of the SBG JVs include membership interest in JapanCo issued to affiliates of SBG with liquidation preferences totaling $500 million as of June 30, 2023 and ordinary shares in LatamCo totaling $80 million as of June 30, 2023 that are redeemable upon the occurrence of event that is not solely within the control of the company. After reducing the net assets of the SBG JVs by the liquidation preference associated with such membership interest and redeemable ordinary shares, the remaining net assets of the SBG JVs is negative as of June 30, 2023.

(2)"Other VIEs” includes the WeCap Manager and WeCap Holdings Partnership.

Based on the terms of the arrangements as of June 30, 2023, the assets of our consolidated VIEs will be used first to settle obligations of the VIEs. Remaining assets may then be distributed to the VIEs' owners, including us, subject to the liquidation preferences of certain noncontrolling interest holders and any other preferential distribution provisions contained within the operating agreements of the relevant VIEs. Other than the restrictions relating to our SBG JVs discussed in note (1) to the table above, third-party approval for the distribution of available net assets was not required for any of our consolidated VIEs as of June 30, 2023. See the section entitled "—First Lien Notes"below for a discussion on additional restrictions on the net assets of WeWork Companies LLC.

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As of June 30, 2023, creditors of our consolidated VIEs did not have recourse against the general credit of the Company except with respect to certain lease guarantees we have provided to landlords of our consolidated VIEs, which guarantees totaled $203 million as of June 30, 2023. In addition, as of June 30, 2023, the Company also continued to guarantee $3 million and $2 million of lease obligations of ChinaCo. and South Africa, respectively.

We do not expect distributions from our consolidated VIEs or unconsolidated investments to be a significant source of liquidity, and our assessment of our ability to meet our capital requirements over the next 12 months does not assume that we will receive distributions from those entities.

Sources of Liquidity

As of ~~September~~June 30, ~~2022,~~2023, we had ~~$19~~$24 million of principal debt maturing within the next 12 months and our total debt consisted of the following:


		Maturity Year	Interest Rate		Outstanding Principal Balance			Maturity Year				Cash Interest Rate		PIK Interest Rate(1)		Outstanding Principal Balance
(Amounts in millions, except percentages)	(Amounts in millions, except percentages)			(Amounts in millions, except percentages)
Senior Unsecured notes		2025		5.00%						$	2,200
Senior Notes		2025	7.875%		669
Junior LC Tranche(1)		2023	9.593%		350
First Lien Notes							First Lien Notes		2027				7.000%		8.000%		$	525
Second Lien Notes							Second Lien Notes	2027				5.000%		6.000%		687
Second Lien Exchangeable Notes							Second Lien Exchangeable Notes	2027				5.000%		6.000%		188
Third Lien Notes							Third Lien Notes	2027				—%		12.000%		23
Third Lien Exchangeable Notes							Third Lien Exchangeable Notes	2027				—%		12.000%		270
Junior LC Tranche(2)							Junior LC Tranche(2)	2025				14.972%		—		470
7.875% Senior Notes							7.875% Senior Notes	2025				7.875%		—		164
5.000% Senior Notes							5.000% Senior Notes	2025				5.000%		—		9
Other Loans	Other Loans	2022 - 2024	2.5% - 3.3%		22		Other Loans	2023-2026				3.3% - 20.555%		—		27
Total debt, excluding deferred financing costs	Total debt, excluding deferred financing costs				$	3,241	Total debt, excluding deferred financing costs									$	2,363

(1)~~The~~PIK Interest started accruing the day following the 2023 Debt Restructuring Transactions on May 6, 2023 and is payable by increasing the aggregate principal amount of an outstanding global or certificated note or issuing additional PIK Notes under the First Lien Indenture.

(2)As of June 30, 2023, the reimbursement obligations under the Junior LC Tranche bear interest at the Term SOFR Rate with a floor of 0.75%, plus ~~6.50%, as further described below.~~9.90%.

For further information on our debt, please see Note 1412 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

~~SoftBank~~In May 2023, the Company consummated the following transactions (collectively, the "2023 Debt Restructuring Transactions"):

•The Issuers exchanged $505 million in aggregate principal amount of 7.875% Senior ~~Unsecured~~Notes and $541 million in aggregate principal amount of 5.00% Senior Notes, Series II, for (i) $687 million in aggregate principal amount of newly issued 11.00% Second Lien Senior Secured PIK Notes due 2027 (with interest per annum payable 5.00% in cash and 6.00% by increasing the outstanding principal amount thereof (“PIK”)) of the Issuers (the “Second Lien Notes”), (ii) $23 million in aggregate principal amount of newly issued 12.00% Third Lien Senior Secured PIK Notes due 2027 (with interest per annum payable in PIK only) of the Issuers (the “Third Lien Notes”) and (iii) 250 million shares of Class A Common Stock of the Company, in connection with the

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consummation of the Issuers’ separate offers to exchange (the “Exchange Offers”).

•The Issuers issued and sold $500 million in aggregate principal amount of newly issued 15.00% First Lien Senior Secured PIK Notes due 2027, Series I (with interest per annum payable 7.00% in cash and 8.00% in PIK) (the “First Lien Notes, Series I”), to certain holders who participated in the Exchange Offers. In addition, the Company issued $25 million in aggregate principal amount of First Lien Notes, Series I, to the members of the Ad Hoc Group party to the Backstop Commitment Agreement, as a backstop fee;

•The Issuers and certain entities affiliated with SBG exchanged all of the $1.65 billion in aggregate principal amount of 5.00% Senior Notes, Series I, for (i) $188 million in aggregate principal amount of newly issued 11.00% Second Lien Senior Secured PIK Exchangeable Notes due 2027 (with interest per annum payable 5.00% in cash and 6.00% in PIK) of the Issuers (the “Second Lien Exchangeable Notes”), (ii) $270 million in aggregate principal amount of newly issued 12.00% Third Lien Senior Secured PIK Exchangeable Notes due 2027 (with interest per annum payable in PIK only) of the Issuers (the “Third Lien Exchangeable Notes”) and (iii) an aggregate of 1.1 billion shares of Class A Common Stock of the Company;

•The Issuers redeemed $300 million in aggregate principal amount of Secured Notes, and the Issuers and SVF II entered into a new Master First Lien Senior Secured PIK Notes Note Purchase Agreement (the “First Lien NPA”) pursuant to which the Issuers agreed to issue and sell, at their option, and SVF II agreed to purchase, from time to time and subject to the terms and conditions set forth therein, up to $300 million in aggregate principal amount of newly issued 15.00% First Lien Senior Secured PIK Notes due 2027, Series II (with interest per annum payable 7.00% in cash and 8.00% in PIK) (the “First Lien Notes, Series II”). In connection with the entry into the First Lien NPA, the Issuers and SVF II terminated SVF II’s existing $500 million commitment under the Secured NPA (the foregoing transactions, the “SoftBank Rollover”); and

First Lien Notes — The First Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023, by and among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the "First Lien Notes Indenture"), governs three series of notes, each with the same terms: (i) the $525 million in aggregate principal amount of First Lien Notes, Series I, (ii) the up to $300 million in aggregate principal amount of First Lien Notes, Series II that may be issued and sold by the Issuers from time to time to SVF II (as defined below) pursuant to the First Lien NPA (as defined below) and (iii) the up to $175 million in aggregate principal amount of First Lien Notes, Series III, that may be issued and sold by the Issuers from time to time to a third party investor (the “Third Party Investor”) pursuant to that certain Securities Purchase and Commitment Agreement, dated as of March 17, 2023 (the “Third Party SPA”), by and among the Company, the Issuers and the Third Party Investor.

The First Lien Notes will mature on August 15, 2027 and bear interest at a rate of 15.000% per annum, payable semi-annually in arrears, with 7.00% payable in cash and 8.00% payable in the form of PIK Interest. PIK Interest is payable on each interest date by increasing the aggregate principal amount of an outstanding global note or issuing additional PIK Notes under the First Lien Indenture (each as defined,

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and in accordance with the terms set forth, in the First Lien Notes Indenture).

Delayed Draw Notes

In connection with the consummation of the 2023 Debt Restructuring Transactions, the Issuers and SVF II entered into the First Lien NPA pursuant to which the Issuers agreed to issue and sell, at their option, and SVF II agreed to purchase, from time to time and subject to the terms and conditions set forth therein, up to $300 million in aggregate principal amount of First Lien Notes, Series II, having the same terms as, and issued under the same indenture as, the other First Lien Notes, but as a separate series. Pursuant to the First Lien NPA, SVF II is entitled to a 12.50% fee on up to $50 million in aggregate principal amount of First Lien Notes, Series II outstanding and held by SVF II in excess of $250 million in the form of additional First Lien Notes, Series II.

In addition, pursuant to the SPA, the Issuers agreed to issue and sell, at their option, and the third party investor agreed to purchase, from time to time and subject to the terms and conditions set forth therein, up to $175 million in aggregate principal amount of First Lien Notes, Series III, having the same terms as, and issued under the same indenture as, the other First Lien Notes, but as a separate series. Pursuant to the SPA, the third party investor is entitled to a 12.50% fee on up to $50 million in aggregate principal amount of First Lien Notes, Series III outstanding and held by the third party investor in excess of $125 million in the form of additional First Lien Notes, Series III. Any draw request by the Issuers under the Delayed Draw Notes shall be made as follows: (i) the first $250 million under the First Lien Notes, Series II and the first $125 million under the First Lien Notes, Series III shall be drawn ratably; and (ii) the final $50 million under each of the First Lien Notes, Series II and the First Lien Notes, Series III shall be drawn ratably.

Second Lien Notes — The terms of the Second Lien Notes are substantially similar to the terms of the First Lien Notes, except that: (i) the Second Lien Notes bear interest at a rate of 11.00% per annum,

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payable semi-annually in arrears, with 5.00% per annum payable in cash and 6.00% per annum payable in the form of PIK Interest (as defined, and in accordance with the terms set forth, in the Second Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023, by and among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent), and (ii) the Second Lien Notes are secured by a second-priority lien on the Collateral.

Third Lien Notes — The terms of the Third Lien Notes are substantially similar to the terms of the First Lien Notes, except that: (i) the Third Lien Notes bear interest at a rate of 12.00% per annum, payable semi-annually in arrears solely in the form of PIK Interest (as defined, and in accordance with the terms set forth, in the Third Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023, by and among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent), and (ii) the Third Lien Notes are secured by a third-priority lien on the Collateral.

Second Lien Exchangeable Notes — The Second Lien Exchangeable Notes will mature on August 15, 2027 and bear interest at a rate of interest at a rate of 11.00% per annum, payable semi-annually in arrears, with5.00% per annum payable in cash and 6.00% per annum payable in the form of PIK Interest (as defined, and in accordance with the terms set forth, in the Second Lien Exchangeable Notes Indenture, dated as of May 5, 2023, by and among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the "Second Lien Exchangeable Notes Indenture")).

The Second Lien Exchangeable Notes and the related guarantees are secured by a second-priority security interest (subject to permitted liens) on the Collateral.

Covenants and Events of Default

Exchange Mechanics

At any time prior to the close of business on the second scheduled trading day immediately preceding the final maturity date of the Second Lien Exchangeable Notes, holders of the Second Lien Exchangeable Notes shall have the right, at their option, to surrender for exchange all or a portion of the Second Lien Exchangeable Notes at the Exchange Rate (as defined in the Second Lien Exchangeable Notes Indenture). The Exchange Rate is initially set at 832.8614 shares of Class A Common Stock per $$1,000 in principal amount exchanged, which reflects a price of $1.20068 per share of Class A Common Stock, which price is equal to 130% the Common Equity VWAP (as defined in the Second Lien Exchangeable Notes Indenture). The Exchange Rate is subject to customary adjustments and anti-dilution protections. The Issuer may satisfy its exchange obligation either solely in cash, with shares of Class A Common Stock of the Company or with a combination of cash and shares of Class A Common Stock of the Company.

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On or after November 5, 2024, and at any time until the close of business on the second scheduled trading day immediately preceding the final maturity date of the Second Lien Exchangeable Notes, if at any time (i) Wholly Owned Net Cash and Cash Equivalents and availability under Debt Facilities (each as defined in the Second Lien Exchangeable Notes Indenture) existing on the issue date is greater than $250 million and (ii) the Daily VWAP (as defined in the Second Lien Exchangeable Notes Indenture) of the shares of Class A Common Stock for a least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days is greater than or equal to 250% of the Common Equity VWAP (as defined in the Second Lien Exchangeable Notes Indenture), the Issuer shall be required to exchange all of the then outstanding principal amount of Second Lien Exchangeable Notes at the Exchange Rate then in effect.

Third Lien Exchangeable Notes — The terms of the Third Lien Exchangeable Notes are substantially similar to the terms of the Second Lien Exchangeable Notes, except that: (i) the Third Lien Exchangeable Notes bear interest at a rate of 12.00% per annum, payable semi-annually in arrears solely in the form of PIK Interest (as defined, and in accordance with the terms set forth, in the Third Lien Exchangeable Notes Indenture) and (ii) the Third Lien Exchangeable Notes are secured by a third-priority lien on the Collateral.

7.875% Senior Notes

In April 2018, we issued $702 million in aggregate principal amount of 7.875% Senior Notes (the "7.875% Senior Notes") in a private offering. The 7.875% Senior Notes will mature on May 1, 2025 and bear interest at 7.875% per annum, payable semi-annually in cash. We received gross proceeds of $702 million from the issuance of the 7.875% Senior Notes.

Subsequent to the Company's July 2019 legal entity reorganization, WeWork Companies LLC (the “Issuer”), a wholly-owned subsidiary of the Company, and WW Co-Obligor Inc., a wholly-owned subsidiary of the Issuer (the “Co-Obligor” and, together with the Issuer, the “Issuers”) became co-issuers of the 7.875% Senior Notes. The 7.875% Senior Notes are also fully and unconditionally guaranteed by the Company and certain of the Issuer’s subsidiaries. The Company and the other subsidiaries that sit above the Issuer in our legal structure are holding companies that conduct substantially all of their business operations through the Issuer.

In connection with the consummation of the 2023 Debt Restructuring Transactions, we exchanged $505 million in aggregate principal amount of 7.875% Senior Notes and $541 million in aggregate principal amount of 5.00% Senior Notes, Series II, for (i) $687 million in aggregate principal amount of Second Lien Notes, (ii) $23 million in aggregate principal amount of Third Lien Notes and (iii) 250 million shares of Class A Common Stock of the Company and we removed substantially all of the negative covenants from the indentures governing the 7.875% Senior Notes and 5.00% Senior Notes. As of June 30, 2023, $164 million in aggregate principal amount of 7.875% Senior Notes remains outstanding.

5.00% Senior Notes

On December 27, 2019, ~~WeWork Companies LLC,~~the Issuer, the Co-Obligor and StarBright WW ~~Co-Obligor Inc.~~LP (the “Notes Purchaser”), ~~a wholly owned subsidiary~~an affiliate of ~~WeWork Companies LLC and a co-obligor under our Senior Notes (defined below), and the Note Purchaser,~~SBG, entered into the Master Senior Unsecured Notes Note Purchase Agreement, ~~(as amended~~pursuant to which the Notes Purchaser agreed to purchase from ~~time~~the Issuers up to ~~time and as supplemented by that certain waiver dated July 7, 2020).~~

~~As of September 30, 2022, an aggregate principal amount of~~ $2.2 billion of ~~SoftBank~~5.00% Senior ~~Unsecured~~Notes due 2025 (the “5.00% Senior Notes”). Starting on July 10, 2020, the Issuers issued and sold $2.2 billion of 5.00% Senior Notes in multiple closings to the Notes Purchaser. In December 2021, the 5.00% Senior Notes were ~~issued to the Note Purchaser and none remained available for draw.~~

Following the delivery of a draw notice, the Note Purchaser may notify WeWork Companies LLC that it intends to engage an investment bank or investment banks to offer and sell the applicable SoftBank Senior Unsecured Notes or any portion thereof to third-party investors in a private placement. Solely with respect to the first $200 million in draws, the Note Purchaser waived this syndication right.

On December 16, 2021, WeWork Companies LLC, WW Co-Obligor, a wholly owned subsidiary of WeWork Companies LLC ("WW Co-Obligor") and the Note Purchaser amended and restated the indenture governing the SoftBank Senior Unsecured Notes to subdivide the notessubdivided into two series with similar terms, one of which consisted of $550 million in aggregate principal amount of 5.00% Senior Notes due 2025, ~~(the~~

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"Series II ~~Unsecured Notes"~~(the "5.00% Senior Notes, Series II"), and ~~another~~was sold to qualified investors in a private offering exempt from registration under the Securities Act, and the other consisted of the remaining $1.65 billion in aggregate principal amount of 5.00% Senior Notes due 2025, Series I (the ~~"Series I Unsecured Notes" and, together with the~~"5.00% Senior Notes, Series ~~II Unsecured Notes, the "Senior Unsecured Notes"~~I"), inand which remained held by the Notes Purchaser.

In connection with the ~~resale by the Note Purchaser (through certain initial purchasers)~~consummation of the ~~Series II Unsecured Notes to qualified investors~~2023 Debt Restructuring Transactions, we exchanged $505 million in ~~a private offering exempt from registration under the Securities Act of 1933, as amended. The Series I Unsecured Notes remain held by the Note Purchaser.~~

The SoftBank Senior Unsecured Notes have a stated interest rate of 5.00%. However, because the associated warrants obligate the Company to issue shares in the future, the implied interest rate upon closing was approximately 11.69%. The SoftBank Senior Unsecured Notes will mature in July 2025. The indenture governing the SoftBank Senior Unsecured Notes contains negative covenants that are substantially similar to those included in the indenture governing our Senior Notes (as defined below), as further described below.

~~SoftBank Senior Secured Notes Commitment~~

~~In August 2020, the Company and WW Co-Obligor Inc. entered into a Master Senior Secured Notes Note Purchase Agreement (the "Master Senior Secured Notes Note Purchase Agreement") for up to an~~ aggregate principal amount of ~~$1.1 billion of senior secured debt in the form of 12.5% senior secured notes (the "SoftBank~~7.875% Senior Secured Notes"). The Master Senior Secured Notes Note Purchase Agreement allows the Company to borrow once every 30 days up to the maximum remaining capacity with minimum draws of $50 million with a maturity date 4 years from the first draw.

On March 25, 2021, the Company and StarBright WW LP, an affiliate of SoftBank (the "Note Purchaser") entered into a letter agreement (the "Commitment Letter") pursuant to which the Company and the Note Purchaser agreed to amend and restate the terms of the Master Senior Secured Notes Note Purchase Agreement that governs the SoftBank Senior Secured Notes (as amended and restated, the “A&R NPA”) on the earlier of (i) the Closing Date and (ii) August 12, 2021 (subsequently amended to October 31, 2021). On the Closing Date, the Company, WW Co-Obligor Inc. and the Note Purchaser entered into the A&R NPA for up to an aggregate principal amount of $550 million of senior secured debt in the form of 7.50% senior secured notes ("Amended Senior Secured Notes"). Entry into the A&R NPA superseded and terminated the Master Senior Secured Notes Note Purchase Agreement governing the SoftBank Senior Secured Notes and the Commitment Letter. It was a condition to the execution of the A&R NPA that any outstanding SoftBank Senior Secured Notes be redeemed, repurchased or otherwise repaid and canceled at a price of 101% of the principal amount thereof plus accrued and unpaid interest.

~~The A&R NPA allows the Company to borrow once every 30 days up to the maximum remaining capacity with minimum draws of $50 million.~~

On December 16, 2021, the Company, WW Co-Obligor Inc. and the Note Purchaser entered into an amendment to the A&R NPA (the "First A&R NPA Amendment") pursuant to which the Note Purchaser agreed to extend its commitment to purchase up to an$541 million in aggregate principal amount of $500 million of the Amended Senior Secured Notes that may be issued by the Company from February 12, 2023 to February 12, 2024 (the "First Extension Period"). Pursuant to the First A&R NPA Amendment, the maximum aggregate principal amount of Amended Senior Secured Notes that may be outstanding during the First Extension Period cannot exceed $500 million.

In November 2022, the Company, WW Co-Obligor, the Note Purchaser and SoftBank Vision Fund II-2 L.P., an affiliate of SoftBank (“SVF II”), entered into a second amendment to the A&R NPA (the "Second A&R NPA Amendment") pursuant to which, among other things and subject to the terms and conditions (including completion of the LC Facility extension further described below) set forth therein, (i) the Commitment, Draw Period (each as defined in the A&R NPA), and maturity date of the Amended Senior Secured Notes were extended from February 12, 2024 to March 15, 2025 (such period from February 12, 2024 to March 15, 2025, the “Second Extension Period”), (ii) the maximum aggregate principal amount of Amended Senior Secured Notes subject to the Commitment or that may be issued and outstanding at any

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time was reduced to $500 million, subject to potential additional reductions during the Second Extension Period to take into account interest that may accrue and be payable in-kind during such period, (iii) the interest per annum payable on the Notes outstanding during all or a portion of the Second Extension Period will increase from 7.50% to 11.00% during such period and such interest shall be payable in-kind during such period by increasing the principal amount of 5.00% Senior Notes, Series II, for (i) $687 million in aggregate principal amount of Second Lien Notes, (ii) $23 million in aggregate principal amount of Third Lien Notes and (iii) 250 million shares of Class A Common Stock of the ~~Amended~~Company and removed substantially all of the negative covenants from the indenture governing the 7.875% Senior Notes and 5.00% Senior Notes. In addition, we exchanged all of the $1.65 billion in aggregate principal amount of 5.00% Senior Notes, Series I, for (i) $188 million in aggregate principal amount of New Second Lien Exchangeable Notes, (ii) $270 million in aggregate principal amount of New Third Lien Exchangeable Notes and (iii) an aggregate of 1.1 billion shares of Class A Common Stock of the Company. As of June 30, 2023, $164 million in aggregate principal amount of 7.875% Senior Notes and $9 million in aggregate principal amount of 5.00% Senior Notes, Series II, remain outstanding and no 5.00% Senior Notes, Series I, were outstanding.

Secured Notes

In January 2023, the Issuers issued and sold $250 million of Senior Secured Notes ~~then outstanding, (iv) the Note Purchaser assigned its rights and obligations under the A&R NPA~~due 2025 (the "Secured Notes") to SVF II pursuant to a master senior secured notes note purchase agreement (the "Secured NPA"). In April 2023, the Issuers issued and ~~(v) the Company agreed~~sold an additional $50 million of Secured Notes to ~~pay~~ SVF II ~~a commitment fee of $10.0 million, to be paid in quarterly installments beginning on January 10, 2023. The Company has the ability to draw the Amended Senior Secured Notes~~ under the ~~Second A&R NPA Amendment until March 15, 2025 and, if drawn,~~Secured NPA.

In connection with the ~~Amended Senior Secured Notes will mature on March 15, 2025. The foregoing provisions~~consummation of the ~~Second A&R NPA Amendment will become effective upon, and subject to,~~2023 Debt Restructuring Transactions, the ~~closing~~Issuers redeemed $300 million in aggregate principal amount of ~~an extension and amendment of~~Secured Notes. In connection with the Senior LC Tranche on or before February 28, 2023 (the "Potential Extension"). If the Potential Extension is not consummated on or before that date, the foregoing provisions will not become effective and the terms ofentry into the First ~~A&R~~Lien NPA, ~~Amendment will continue to apply with respect to~~ the ~~Amended Senior~~Issuers and SVF II terminated SVF II’s remaining commitment under the Secured ~~Notes, other than as otherwise provided in the Second A&R NPA Amendment.~~NPA.

~~2020 LC Facility~~Credit Agreement

The Company is party to ~~an L/C~~the Credit Agreement, ~~that provides~~dated as of December 27, 2019 (as amended or otherwise modified from time to time, including by the Sixth Amendment to the Credit Agreement, dated as of February 15, 2023 (the “Sixth Amendment to the Credit Agreement”), the “Credit Agreement”). As of June 30, 2023, the Credit Agreement provided for a ~~$1.25 billion Senior~~$960 million senior tranche letter of credit facility (the “Senior LC ~~Tranche, which decreases to $1.05 billion in February 2023 and terminates in February 2024,~~Tranche”), and a ~~$350~~$470 million ~~Junior~~junior tranche letter of credit facility (the “Junior LC ~~Tranche that terminates~~Tranche”), both scheduled to terminate in ~~November 2023.~~March 2025. As of ~~September~~June 30, ~~2022, $1.1~~2023, $1.0 billion of standby letters of credit were outstanding under the ~~L/C~~Senior LC Tranche, with no additional letters of credit available to be issued thereunder, including $22 million of undrawn letters of credit secured by $29 million of cash collateral that has been posted and included in restricted cash as a component of other current assets in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2023.

On May 10, 2022, the Company and the other parties thereto entered into the Fourth Amendment to the Credit Agreement (the "Fourth Amendment to the Credit Agreement") pursuant to which the then existing facilities under the Credit Agreement were amended and subdivided into a $1.25 billion Senior LC Tranche, which was scheduled to decrease to $1.05 billion in February 2023, and the $350 million Junior LC Tranche. The letter of ~~which none~~credit under the Junior LC Tranche was issued and drawn for the benefit of WeWork Companies LLC in full upon effectiveness of the Fourth Amendment to the Credit Agreement. At the time of entry into the Fourth Amendment to the Credit Agreement, the termination date of the Junior LC Tranche was November 30, 2023 and the termination date of the Senior LC Tranche was February 9, 2024. Following the entry into the Fourth Amendment to the Credit Agreement, the reimbursement obligations under the Junior LC Tranche bore interest at the Term SOFR Rate (as defined in the Credit Agreement), with a floor of 0.75%, plus 6.50%, with an option to convert all or a portion of the outstanding obligations to the ABR (as defined in the Fourth Amendment to the Credit Agreement) plus 5.50% on or after August 10, 2022. As a result of the Fourth Amendment to the Credit Agreement, the reimbursement obligations under the Junior LC Tranche were ~~drawn.~~ voluntarily repayable at any time, subject to a prepayment fee such that the minimum return to the letter of credit participants under the Junior LC Tranche on the Junior LC Tranche reimbursement obligations was an amount equal to the sum of 6.50% (the Applicable Margin of the Junior LC Tranche reimbursement obligations) and 2.00% of the total principal amount of the Junior LC Tranche reimbursement obligations, as set forth in the Fourth Amendment to the Credit Agreement. Obligations of WeWork Companies LLC and its restricted subsidiaries under the Junior LC

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Tranche are subordinated in right of payment to the obligations under the Senior LC Tranche to the extent of the value of the collateral securing such obligations.

In December 2022, the Company and the other parties thereto entered into the Fifth Amendment to the Credit Agreement (the "Fifth Amendment to the Credit Agreement") to, among other things, (i) extend the termination date of the Senior LC Tranche to March 14, 2025, (ii) replace SBG with SVF II as an obligor with respect to the Senior LC Tranche and (iii) reduce the Senior LC Tranche to $1.1 billion, with a subsequent automatic decrease to $930 million on February 10, 2023. The reimbursement obligations under the Senior LC Tranche were amended to an amount equal to the sum of (i) 6.00% - 6.75%, based on the relevant Rating Level Period (as defined in the Fifth Amendment to the Credit Agreement), and (ii) 2.00% of the total principal amount of the Senior LC Tranche reimbursement obligations, as set forth in the Fifth Amendment to the Credit Agreement. The Fifth Amendment to the Credit Agreement provided for the resignation of SBG as the obligor and assumption by SVF II of all of SBG's obligations with respect to the Senior LC Tranche. The Fifth Amendment to the Credit Agreement provided that the total senior letter of credit tranche commitments may be increased to an amount not to exceed $1.25 billion until February 10, 2023 and $1.05 billion thereafter with additional commitments. The Fifth Amendment to the Credit Agreement also provides that if letter of credit reimbursements under the senior letter of credit tranche are made by SVF II, the commitments in respect of the senior letter of credit tranche will be reduced by a corresponding amount.

In February 2023, the Company and the other parties thereto entered into the Sixth Amendment to the Credit Agreement. Pursuant to the Sixth Amendment to the Credit Agreement, among other things, (i) additional commitments were received or obtained from ONEIM Fund I LP ("Incoming Junior LC Tranche Participant"), increasing the Junior LC Tranche by $120 million to $470 million, (ii) the termination date of the Junior LC Tranche was extended from November 30, 2023 to March 7, 2025, (iii) the interest margin applicable to the Junior LC Tranche was increased from 6.50% to 9.90% for reimbursement obligations, and (iv) the Senior LC Tranche was increased from $930 million to $960 million. The reimbursement obligations under the Junior LC Tranche remain voluntarily repayable at any time, subject to a prepayment fee in connection with prepayments made during the 18 months following the date of the Sixth Amendment to the Credit Agreement, in the amount of the net present value of interest that would have accrued on such amounts prepaid from the prepayment date to the date that is 18 months following the date of the Sixth Amendment to the Credit Agreement, discounted by the Federal Funds Effective Rate (as defined in the Credit Agreement).

During the six months ended June 30, 2023, the Company recognized $30 million in interest expense in connection with the Junior LC Tranche. During the six months ended June 30, 2023, the Company recognized $10 million of extinguishment of debt expense in connection with the Sixth Amendment to the Credit Agreement, including a $7 million write-off of unamortized deferred financing costs and a $3 million prepayment premium, included as a component of interest expense in the Condensed Consolidated Statements of Operations.

The Senior LC Tranche and Junior LC Tranche are guaranteed by substantially all of the domestic wholly-owned subsidiaries of WeWork Companies LLC (collectively the “Guarantors”) and are secured by substantially all the assets of WeWork Companies LLC and the Guarantors, in each case, subject to customary exceptions.

Certain of our outstanding letters of credit under the Senior LC Tranche include annual renewal provisions under which the issuing banks can elect not to renew a letter of credit if the next annual renewal ~~date occurs after 5 business days prior to February 9, 2024,~~extends the LC period beyond March 14, 2025, the current termination date of the Senior LC Tranche. If a letter of credit is not renewed, the landlord may elect to draw the existing letter of credit before it expires, in which case either WeWork or ~~SoftBank Obligor~~SVF II would be obligated to repay the issuing bank ~~immediately.~~immediately (after application of any Cash Collateral as defined in and pursuant to the terms of the Credit Agreement). The Company intends to extend the maturity of the Senior LC Tranche such that there are no material payments under these renewal provisions. The Company has not yet agreed to any final terms for any such extension and

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its execution and terms are uncertain and subject to change. The Company cannot give any assurances that any such extension will be completed on acceptable terms, or at all. Under the Company/Reimbursement Agreement, WeWork's obligation to SoftBank for any letter of credit payments matures on February 9, 2024. As of September 30, 2022, there was $0.2 billion in remaining letter of credit availability under the 2020 LC Facility.

The 2020 LC Facility is guaranteed by substantially all of the domestic wholly-owned subsidiaries of WeWork Companies LLC (collectively the “Guarantors”) and is secured by substantially all the assets of WeWork Companies LLC and the Guarantors, in each case, subject to customary exceptions.Company/SBG Reimbursement Agreement

In connection with the ~~2020 LC Facility,~~Credit Agreement, WeWork Companies LLC also entered into ~~"the Company/~~a reimbursement agreement, dated as of February 10, 2020 (as amended, the "Company/SBG Reimbursement Agreement"), with ~~the SoftBank Obligor~~SBG pursuant to which (i) ~~the SoftBank Obligor~~SBG agreed to pay substantially all of the fees and expenses payable in connection with the ~~L/C~~ Credit Agreement, (ii) the Company agreed to reimburse ~~SoftBank Obligor~~SBG for certain of such fees and expenses (including fronting fees up to an amount 0.125% on the undrawn and unexpired amount of the letters of credit, plus any fronting fees in excess of 0.415% on the undrawn and unexpired amount of the letters of credit) as well as to pay ~~the SoftBank Obligor~~SBG a fee of 5.475% on the amount of all outstanding letters of credit and (iii) the Guarantors agreed to guarantee the obligations of WeWork Companies LLC under the Company/SBG Reimbursement Agreement. In December 2021, the Company/SBG Reimbursement Agreement was amended following the entry into the Amended Credit Support Letter ~~(as defined below)~~ to, among other things, change the fees payable by WeWork Companies LLC to SBG to (i) 2.875% of the face amount of letters of credit issued under the ~~2020 LC Facility~~Credit Agreement (drawn and undrawn), payable quarterly in arrears, plus (ii) the amount of any issuance fees payable on the outstanding amounts under the ~~2020 LC Facility. During the three months ended September 30, 2022 and~~Credit Agreement, which as of December 31, 2021, ~~the Company recognized $14 million and $24 million, respectively, in interest expense in connection with amounts payable~~was equal to ~~SBG pursuant to the Company/SBG Reimbursement Agreement. During the nine months ended September 30, 2022 and~~

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2021, the Company recognized $47 million and $62 million, respectively, in interest expense in connection with amounts payable to SBG pursuant to the Company/SBG Reimbursement Agreement. In November 2022, the Company and the SoftBank Obligor amended the terms of the Company/SBG Reimbursement Agreement to (i) confirm that, in the event the SoftBank Obligor provides cash collateral to obtain or maintain letters of credit under the Senior LC Facility with expiration dates beyond the termination date of the existing Senior LC Facility, WeWork Companies LLC will reimburse the SoftBank Obligor for such deposits under the Company/SBG Reimbursement Agreement and (ii) extend the date on which WeWork Companies LLC must reimburse the SoftBank Obligor for all letter of credit payments to February 9, 2024.

As the Company is also obligated to issue 35,770,699 shares in the future upon exercise of warrants issued to the SoftBank Obligor in connection with the SoftBank Obligor's commitment to provide credit support for the 2020 LC Facility, the implied interest rate for the Company on the 2020 LC Facility at issuance, assuming the full commitment is drawn, is approximately 12.47%. In December 2021, the Company/SBG Reimbursement Agreement was amended following the entry into the Amended Credit Support Letter (as defined below) to, among other things, change the fees payable by WeWork Companies LLC to SBG to (i) 2.875%2.6% of the face amount of letters of credit issued under the ~~2020~~Senior LC Facility (drawn and undrawn)~~, payable quarterly~~. In May 2022, in ~~arrears, plus (ii) the amount of any issuance fees payable on the outstanding amounts under the 2020 LC Facility.~~

On March 25, 2021, the Company and the SoftBank Obligor entered into a letter agreement (the “Credit Support Letter”) pursuant to which SBG committed to consent to an extension of the termination date of the 2020 LC Facility from February 10, 2023 to no later than February 10, 2024 (the "LC Facility Extension"), subject to the terms and conditions set forth therein. In November 2021, the parties amended the Credit Support Letter (as so amended, the “Amended Credit Support Letter”), pursuant to which SBG agreed to consent to a reduction of the total commitment under the 2020 LC Facility from $1.75 billion to $1.25 billion starting on February 10, 2023 and to an extension of the commitment under the A&R NPA for up to $500 million from February 12, 2023 to February 12, 2024. On December 6, 2021, the parties entered into an amendment to the Company Credit Agreement to effect the changes contemplated by the Amended Credit Support Letter and the Company issued to the SoftBank Obligor a warrant (the “LC Warrant”) to purchase 11,923,567 shares of the Company's Class A common stock at a price per share equal to $0.01. The LC Warrant is immediately exercisable, in whole or in part, and expires on the tenth anniversary of the date of issuance.

On May 10, 2022, WeWork Companies LLC, as co-obligor, the SoftBank Obligor, as co-obligor, Goldman Sachs International Bank, as existing administrative agent and senior tranche administrative agent, Kroll Agency and Trust Services Ltd., as junior tranche administrative agent, and the issuing creditors and letter of credit participants party thereto entered into the Fourth Amendment to the Credit Agreement pursuant to which the existing 2020 LC Facility was amended and subdivided into a $1.25 billion Senior LC Tranche, which decreases to $1.05 billion in February 2023, and the $350 million Junior LC Tranche. The letter of credit under the Junior LC Tranche was issued and drawn for the benefit of WeWork Companies LLC in full upon effectiveness of the Fourth Amendment to the Credit Agreement. The termination date of the Junior LC Tranche is November 30, 2023 and the termination date of the Senior LC Tranche is February 9, 2024. The letters of credit issuable under the Senior LC Tranche have substantially similar terms as the existing 2020 LC Facility. The reimbursement obligations under the Junior LC Tranche bear interest at the Term SOFR Rate (as defined in the Fourth Amendment to the Credit Agreement), with a floor of 0.75%, plus 6.50%, with an option to convert all or a portion of the outstanding obligations to the ABR (as defined in the Fourth Amendment to the Credit Agreement) plus 5.50% on or after August 10, 2022. During the three and nine months ended September 30, 2022, the Company recognized $8 million and $12 million, respectively, and none during both the three and nine months ended September 30, 2021 in interest expense in connection with the Junior LC Tranche. The reimbursement obligations under the Junior LC Tranche are voluntarily repayable at any time, subject to a prepayment fee such that the minimum return to the letter of credit participants under the Junior LC Tranche on the Junior LC Tranche reimbursement obligations is an amount equal to the sum of 6.50%

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(the Applicable Margin of the Junior LC Tranche reimbursement obligations) and 2.00% of the total principal amount of the Junior LC Tranche reimbursement obligations, as set forth in the Fourth Amendment to the Credit Agreement. Obligations of WeWork Companies LLC and its restricted subsidiaries under the Junior LC Tranche are subordinated in right of payment to the obligations under the Senior LC Tranche to the extent of the value of the collateral securing such obligations. In connection with the Fourth Amendment to the Credit Agreement, the Company/SBG Reimbursement Agreement was amended to clarify that the payment obligations of certain fees and expenses in respect of the Junior LC Tranche related to the Fourth Amendment to the Credit Agreement are the responsibility of the Company and not ~~SBG.~~

~~LC Debt Facility~~SBG, as described above.

In ~~May 2021,~~December 2022, the Company, SBG and SVF II entered into ~~a loan agreement~~an Amended and Restated Reimbursement Agreement (as further amended or otherwise modified from time to time, the "A&R Reimbursement Agreement"), which amended and restated the Company/SBG Reimbursement Agreement, to, among other things, (i) substitute SVF II instead of SBG with ~~a third party~~respect to ~~raise up~~the Senior LC Tranche, (ii) retain SBG's role with respect to ~~$350 million~~the Junior LC Tranche and (iii) amend the fees payable by the Company such that no fees will be owed to SVF II in respect of ~~cash in exchange for letters~~the senior letter of credit issued ~~from~~through February 10, 2024 and thereafter fees will accrue at 7.045% of the face amount of the Senior LC ~~Facility (the “LC Debt Facility”). The third party will issue a series~~Tranche, compounding quarterly and payable at the earlier of ~~discount notes to investors~~March 14, 2025 and termination or acceleration of ~~varying short term (1-6 month) maturities and make a matching discount loan to WeWork Companies LLC. WeWork Companies LLC will pay~~ the ~~5.475% issuance fee on the letter of credit, the 0.125% fronting fee on the letter of credit and the interest on the discount note. At maturity,~~Senior LC Tranche.

In February 2023, the Company, ~~has the option, based on prevailing market conditions~~SBG and liquidity needs, to roll the loan to a new maturity or pay off the loan at par. No loans drawn under the LC Debt Facility can have maturity dates that extend beyond the termination date of the 2020 LC Facility.

~~In connection with the Merger Agreement, the Company agreed to not enter into loan facilities utilizing the LC Debt Facility without consent from SBG. In May 2021, the Company~~SVF II entered into ~~a letter agreement with SBG pursuant to which SBG consented~~the First Amendment to the ~~LC Debt Facility and the Company agreed~~A&R Reimbursement Agreement to, ~~certain restrictions that will apply~~among other things, substitute SVF II instead of SBG with respect to the Junior LC ~~Debt Facility, including that (i) until such time as no amounts remain undrawn~~Tranche and adjust the Company's reimbursement rights and obligations to each party accordingly. In addition the amendment modified the fees payable by the Company under the ~~$2.2 billion SoftBank Senior Unsecured Notes, amounts issued under the LC Debt Facility will not exceed $100 million, (ii) the Company~~A&R Reimbursement Agreement, such that no fee would ~~repay all amounts outstanding under the LC Debt Facility within 30 days after the closing~~be owed to SVF II in respect of the ~~Business Combination,~~Junior LC Tranche through November 30, 2023 and ~~(iii) the prior written consent of SBG will be required for the first draw under the LC Debt Facility that occurs after closing~~thereafter fees would accrue at 6.5% of the ~~Business Combination.~~

~~Senior Notes~~

~~In April 2018, we issued $702 million in~~ aggregate ~~principal amount~~reimbursement obligations thereunder, compounding quarterly and payable at the earlier of ~~unsecured 7.875% Senior Notes (the "Senior Notes") in a private offering. The Senior Notes mature on May 1, 2025. We received gross proceeds of $702 million from the issuance~~March 7, 2025 and termination or acceleration of the ~~Senior Notes. As of September 30, 2022, $669 million in aggregate principal amount remains outstanding.~~Junior LC Tranche.

The indenture that governs the Senior Notes restricts us from incurring indebtedness or liens or making certain investments or distributions, subject to a number of exceptions. The indenture that governs the Senior Notes also restricts us from incurring indebtedness or liens or making certain investments or distributions, subject to a number of exceptions. Certain of these exceptions included in the indenture that governs our Senior Notes are subject to us having Minimum Growth-Adjusted EBITDA (as defined in the indenture that governs our Senior Notes) for the most recent four consecutive fiscal quarters. For incurrences in fiscal years ending December 31, 2019, 2020, 2021 and 2022-2025, the Minimum Growth-Adjusted EBITDA required for the immediately preceding four consecutive fiscal quarters is $200 million, $500 million, $1.0 billion and $2.0 billion, respectively. For the four quarters ended September 30, 2022, the Company's Minimum Growth-Adjusted EBITDA, as calculated in accordance with the indenture, was less than the $2.0 billion requirement effective as of January 1, 2022. As a result, the Company was restricted in its ability to incur certain new indebtedness in 2022 that was not already executed or committed to as of December 31, 2019, unless such Minimum Growth-Adjusted EBITDA increased above the threshold required. The restrictions of the Senior Notes do not impact our ability to access the unfunded commitments pursuant to the SoftBank Senior Unsecured Notes and the SoftBank Senior Secured Notes.

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Subsequent to the Company's July 2019 legal entity reorganization, WeWork Companies LLC is the obligor of the Senior Notes, which is also fully and unconditionally guaranteed by WeWork Inc. WeWork Inc. and the other subsidiaries that sit above WeWork Companies LLC in our legal structure are holding companies that conduct substantially all of their business operations through WeWork Companies LLC. As of September 30, 2022, based on the covenants and other restrictions of the Senior Notes, WeWork Companies LLC is restricted in its ability to transfer funds by loans, advances or dividends to WeWork Inc. and as a result all of the net assets of WeWork Companies LLC are considered restricted net assets of WeWork Inc. See the ~~Supplementary Information — Consolidating Balance Sheet~~ ~~included in~~ ~~Part I, Item 1 of this Form 10-Q for additional details regarding the net assets of WeWork Companies LLC.~~

For the nine months ended September 30, 2022, our non-guarantor subsidiaries represented approximately 57% of our total revenue and approximately 33% of loss from operations, and approximately 13% of our Senior Notes—Adjusted EBITDA (as defined in the indenture that governs our Senior Notes). As of September 30, 2022, our non-guarantor subsidiaries represented approximately 45% of our total assets, and had $0.7 billion of total liabilities, including trade payables but excluding intercompany liabilities and lease obligations.

Bank Facilities

In February 2020, in conjunction with the availability of the ~~2020 LC Facility,~~initial facility under the Credit Agreement, our 2019 Credit Facility and 2019 LC Facility (each as defined below) were ~~terminated in February 2020.~~terminated. As of ~~September~~June 30, ~~2022, $5~~2023, $6 million remains outstanding in a letter of credit ~~that remains outstanding~~issued under the 2019 LC Facility and is secured by a new letter of credit issued under the ~~2020~~Senior LC ~~Facility.~~Tranche.

Other Letter of Credit Arrangements

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There was $3 million of standby letters of credit outstanding under these other arrangements that are secured by ~~$4 million of~~no restricted cash at ~~September~~June 30, ~~2022.~~

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2023.

Uses of Cash

Contractual Obligations

The following table sets forth certain contractual obligations as of ~~September~~June 30, ~~2022~~2023 and the timing and effect that such obligations are expected to have on our liquidity and capital requirements in future periods:


(Amounts in millions)	(Amounts in millions)	Remainder of 2022		2023		2024		2025		2026		2027 and beyond		Total		(Amounts in millions)	Remainder of 2023		2024		2025		2026		2027		2028 and beyond		Total
Non-cancelable operating lease commitments(1)	Non-cancelable operating lease commitments(1)	$	600	$	2,247	$	2,306	$	2,330	$	2,354	$	17,518	$	27,355	Non-cancelable operating lease commitments(1)	$	1,149	$	2,200	$	2,257	$	2,275	$	2,269	$	14,630	$	24,780
Finance lease commitments, including interest	Finance lease commitments, including interest	2		8		7		7		7		26		57		Finance lease commitments, including interest	3		6		5		5		4		8		31
Construction commitments(2)	Construction commitments(2)	62		—		—		—		—		—		62		Construction commitments(2)	38		—		—		—		—		—		38
Asset retirement obligations(3)	Asset retirement obligations(3)	4		1		4		2		2		198		211		Asset retirement obligations(3)	1		7		3		2		9		207		229
Debt obligations, including interest(4)	Debt obligations, including interest(4)	36		456		55		695		—		—		1,242		Debt obligations, including interest(4)	87		221		801		131		2,664		—		3,904
Unsecured notes payable(5)		28		110		110		2,255		—		—		2,503
Warrant liabilities(6)		2		—		—		—		—		—		2

Total	Total	$	734	$	2,822	$	2,482	$	5,289	$	2,363	$	17,742	$	31,432	Total	$	1,278	$	2,434	$	3,066	$	2,413	$	4,946	$	14,845	$	28,982

(1)Future undiscounted fixed minimum lease cost payments for non-cancelable operating leases, inclusive of escalation clauses and exclusive of lease incentive receivables and contingent lease cost payments, that have initial or remaining lease terms in excess of one year as of ~~September~~June 30, ~~2022.~~2023. Excludes an additional ~~$0.5~~$0.3 billion relating to executed non-cancelable leases that have not yet commenced as of ~~September~~June 30, ~~2022.~~2023. See Note 1715 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for additional details.

(2)In the ordinary course of our business, we enter into certain agreements to purchase construction and related contracting services related to the build-outs of our locations that are enforceable and legally binding and that specify all significant terms and the approximate timing of the purchase transaction. Our purchase orders are based on current needs and are fulfilled by the vendors as needed in accordance with our construction schedule.

(3)Certain lease agreements contain provisions that require us to remove leasehold improvements at the end of the lease term. When such an obligation exists, we record an asset retirement obligation at the inception of the lease at its estimated fair value. These obligations are recorded as liabilities on our Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022.~~2023.

(4)~~Primarily represents~~Represents principal and interest payments on the First Lien Notes, the Second Lien Notes, the Third Lien Notes, the Second Lien Exchangeable Notes, the Third Lien Exchangeable Notes, 7.875% Senior Notes, 5.00% Senior Notes, Junior LC ~~Debt Facility~~Tranche, and other loans as of ~~September~~June 30, ~~2022.~~

~~(5)Primarily represents principal and interest payments on SoftBank Senior Unsecured Notes as of September 30, 2022.~~

~~(6)~~Represents the fair value as of September 30, 2022, of the Company's obligation to deliver 7,773,333 shares in respect of the Company’s outstanding Private Placement Warrants, as defined and as further described in2023. See Note 1312 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form ~~10-Q.~~10-Q for additional details. In July 2023, the Company issued $117 million in aggregate principal balance of First Lien Notes, Series II and $58 million in aggregate principal balance of First Lien Notes, Series III.

Lease Obligations

The future undiscounted fixed minimum lease cost payment obligations under operating and finance leases signed as of ~~September~~June 30, ~~2022~~2023 were ~~$27.9~~$25.1 billion. A majority of our leases are held by individual special purpose subsidiaries, and as of ~~September~~June 30, ~~2022,~~2023, the total security packages provided by the Company and its subsidiaries in respect of these lease obligations was approximately $5.0 billion in the form of corporate guarantees, outstanding standby letters of credit, cash security deposits to landlords and surety bonds issued, representing less than 20% of future undiscounted minimum lease cost payment obligations. In addition, individual property lease security obligations on any given lease typically decrease over the life of the lease, although we may continue to enter into new leases in the ordinary course of our business.

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Capital Expenditures and Tenant Improvement Allowances

Capital expenditures are primarily for the design and build-out of our spaces, and include leasehold improvements, equipment and furniture. Our leases often contain provisions regarding tenant

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improvement allowances, which are contractual rights to reimbursements paid by landlords for a portion of the costs we incur in designing and developing our workspaces. Tenant improvement allowances are reflected in the Condensed Consolidated Financial Statements upon lease commencement as our practice and intent is to spend up to or more than the full amount of the tenant improvement allowance that is contractually provided under the terms of the contract.

Over the course of a typical lease with tenant improvement allowances, we incur certain capital expenditures that we expect to be reimbursed by the landlords pursuant to provisions in our leases providing for tenant improvement allowances but for which we have not yet satisfied all conditions for reimbursement and, therefore, the landlords have not been billed at the time of such capital expenditures. Thus, while such receivables are reflected in our Condensed Consolidated Financial Statements upon lease commencement, the timing of the achievement of the applicable milestones and billing of landlords will impact when reimbursements for tenant improvement allowances will be received, which may impact the timing of our cash flows.

We monitor gross and net capital expenditures, which are primarily associated with our leasehold improvements, to evaluate our liquidity and workstation development efforts. We define net capital expenditures as the gross purchases of property, equipment and capitalized software, as reported in “cash flows from investing activities” in the Condensed Consolidated Statements of Cash Flows, less cash collected from landlords for tenant improvement allowances. While cash received for tenant improvement allowances is reported as “cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows, we consider cash received for tenant improvement allowances to be a reduction against our gross capital expenditures in the calculation of net capital expenditures.

As the payments received from landlords for tenant improvement allowances are generally received after certain project milestones are completed, payments received from landlords presented in the table below are not directly related to the cash outflows reported for the capital expenditures reported.

The table below shows our gross and net capital expenditures for the periods presented:


(Amounts in millions)	(Amounts in millions)	Three Months Ended September 30,				Nine Months Ended September 30,				(Amounts in millions)	Three Months Ended June 30,		Six Months Ended June 30,
		2022		2021		2022		2021				(Amounts in millions)	2023		2022		2023		2022
Gross capital expenditures	Gross capital expenditures	$	95	$	61	$	270	$	232				$	57	$	101	$	116	$	175
Cash collected for tenant improvement allowances	Cash collected for tenant improvement allowances	(40)		(73)		(113)		(306)				Cash collected for tenant improvement allowances	(9)		(30)		(36)		(73)
Net capital expenditures	Net capital expenditures	$	55	$	(12)	$	157	$	(74)			Net capital expenditures	$	48	$	71	$	80	$	102

Our ability to negotiate lease terms that include significant tenant improvement allowances has been and may continue to be impacted by our expansion into markets where such allowances may be less common. Our capital expenditures have also been and may continue to be impacted by our focus on enterprise members, who generally require more customization than a traditional workspace, resulting in higher build-out costs. However, we expect any increase in build-out costs resulting from expansion of configured solutions for our growing enterprise member base to be offset by increases in committed revenue, as enterprise members often sign membership agreements with longer terms and for a greater number of memberships than our other members. Future decisions to enter into long-term revenue-sharing agreements with building owners, rather than more standard fixed lease arrangements, may also impact future cash inflows relating to tenant improvement allowances and cash outflows relating to capital expenditures.

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In the ordinary course of our business, we enter into certain agreements to purchase construction and related contracting services related to the build-outs of our operating locations that are enforceable, legally binding, and that specify all significant terms and the approximate timing of the purchase transaction. Our purchase orders are based on current needs and are fulfilled by the vendors as needed in accordance with our construction schedule. As of ~~September~~June 30, ~~2022,~~2023, we have issued approximately ~~$62~~$38 million in such outstanding construction commitments. As of ~~September~~June 30, ~~2022,~~2023, we also had a total of ~~$223~~

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$147 million in lease incentive receivables, recorded as a reduction of our long-term lease obligations on our Condensed Consolidated Balance Sheets. Of the total ~~$223~~$147 million lease incentive receivable, ~~$196~~$113 million was accrued at the commencement of the respective lease but unbilled as of ~~September~~June 30, ~~2022.~~2023.

Summary of Cash Flows

Comparison of the ~~nine~~three and six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

A summary of our cash flows from operating, investing and financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 is presented in the following table:


		Nine Months Ended September 30,	Change							Six Months Ended June 30,		Change
(Amounts in millions, except percentages)	(Amounts in millions, except percentages)		2022		2021		$		%		(Amounts in millions, except percentages)		2023		2022		$		%
Cash provided by (used in):	Cash provided by (used in):										Cash provided by (used in):
Operating activities	Operating activities		$	(645)	$	(1,539)	$	894	(58)	%	Operating activities		$	(530)	$	(535)	$	5	(1)	%
Investing activities	Investing activities		(224)		(244)		20		(8)	%	Investing activities		(121)		(173)		52		(30)	%
Financing activities	Financing activities		407		1,419		(1,012)		(71)	%	Financing activities		594		408		186		46	%
Effects of exchange rate changes	Effects of exchange rate changes		(6)		(1)		(5)		500	%	Effects of exchange rate changes		(3)		(3)		—		—	%
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash		(468)		(365)		(103)		28	%	Net increase (decrease) in cash, cash equivalents and restricted cash		(60)		(303)		243		(80)	%
Cash, cash equivalents and restricted cash - Beginning of period	Cash, cash equivalents and restricted cash - Beginning of period		935		854		81		9	%	Cash, cash equivalents and restricted cash - Beginning of period		299		935		(636)		(68)	%
Cash, cash equivalents and restricted cash - End of period	Cash, cash equivalents and restricted cash - End of period		$	467	$	489	$	(22)	(4)	%	Cash, cash equivalents and restricted cash - End of period		$	239	$	632	$	(393)	(62)	%

Operating Cash Flows

Cash used in operating activities consists primarily of the revenue we generate from our members and the tenant improvement allowances we receive offset by rent, real estate taxes, common area maintenance and other operating costs. In addition, uses of cash from operating activities consist of employee compensation and benefits, professional fees, advertising, office supplies, utilities, cleaning, consumables, and repairs and maintenance related payments as well as member referral fees and various other costs of running our business.

The ~~$894~~$5 million decrease in net cash used in operating activities from the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, was primarily attributable to the increase in total revenues of ~~$545~~$113 million due to the continued ~~impact of COVID-19 in 2021 and~~ recovery ~~during the nine months ended September 30, 2022.~~from COVID-19. The decrease in net cash used in operating activities was also attributed to net savings achieved for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 through the continuation of our operational restructuring program and progress towards our efforts to create a more efficient organization which drove a decrease in location operating expenses, pre-opening location operating expenses, and selling, general and administrative expenses. Net cash used in operating activities also decreased due to a ~~$179~~$30 million decrease in restructuring liability net ~~payments,~~payments. The decrease in net cash used in operating activities was partially offset by $37 million decrease in cash received for operating lease incentives - tenant improvement allowances, $48 million increase in cash paid for interest, and ~~a $44~~$47 million ~~increase~~ in distributions from equity method ~~investments.~~

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investments for the six months ended June 30, 2022, with no comparable activity for the six months ended June 30, 2023.

Included in our cash flow from operating activities was ~~$93~~$32 million of cash used by consolidated VIEs for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$74~~$77 million ~~of cash used by consolidated VIEs~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

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Investing Cash Flows

The ~~$20~~$52 million decrease in net cash used in investing activities from the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, was primarily due to ~~$31 million increase in proceeds from asset divestitures and sale of investments and $21~~$59 million decrease in ~~contributions to investments.~~cash paid for purchases of property, equipment and capitalized software. The decrease in net cash used in investing activities also included $18 million in cash proceeds received as distributions from investments during the nine months ended September 30, 2022 compared to none during the nine months ended September 30, 2021. This decrease in net cash used in investing activities was partially offset by the increaseand $9 million in cash used for purchases of property, equipment, and capitalized software of $38 million during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The decrease in net cash used in investing activities was also offset by the net cash paid ~~of $9 million~~ for the acquisition of Common Desk during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2022 with no comparable activity during the six months ended June 30, 2023.

Financing Cash Flows

The ~~$1,012~~$186 million ~~decrease~~increase in net cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, was primarily due to ~~$1,000~~a $927 million increase in debt proceeds received from ~~draws on~~ the ~~SoftBank Senior Unsecured~~issuances of $500 million of new debt in connection with the 2023 Debt Restructuring Transactions, $300 million Secured Notes, and $470 million Junior LC Tranche in connection with the Sixth Amendment to the Credit Agreement during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2023, compared to the issuance of $350 million Junior LC Tranche during the six months ended June 30, 2022. These increases in debt proceeds were partially offset by $648 million increase in debt repayments, primarily due to the repayment of $300 million Secured Notes in connection with the 2023 Debt Restructuring Transactions and the $350 million repayment of the Junior LC Tranche in connection with the Sixth Amendment to the Credit Agreement during the six months ended June 30, 2023, with no comparable repayment activity occurring during the ~~nine~~six months ended ~~September~~June 30, 2022. The ~~decrease~~increase in net cash provided by financing activities was also ~~included~~partially offset by $57 million increase in refunds to members' service retainers, net of additions to members' service retainers and an a $31 million increase in debt and equity issuance costs ~~of $17 million~~ during the ~~nine~~six months ended ~~September~~June 30, 2022 and an $11 million decrease in additions to members' service retainers. The decreases in cash flows provided by financing activities was partially offset by a $21 million decrease in refunds of members’ service retainers.2023.

Off-Balance Sheet Arrangements

Except for certain letters of credit and surety bonds entered into as security under the terms of several of our leases, our unconsolidated investments, and the unrecorded construction and other commitments set forth above, we did not have any off-balance sheet arrangements as of ~~September~~June 30, ~~2022.~~2023. Our unconsolidated investments are discussed in Note 109 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Critical Accounting Estimates

See section entitled "Critical Accounting Estimates, Significant Accounting Policies and New Accounting Standards" included in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Form 10-K filed on March ~~17, 2022,~~29, 2023, for the year ended December 31, ~~2021~~2022 (the "2022 Form 10-K") for discussion on the Company's critical accounting estimates. There have been no significant changes to our critical accounting estimates since ~~our 2021~~the 2022 Form 10-K.

Significant Accounting Policies and New Accounting Standards

See Note 2, "Summary of Significant Accounting ~~Policies~~Policies", "Recently Adopted Accounting Pronouncements" and "Recently Issued Accounting Pronouncements" of the notes to the Consolidated Financial Statements included in Part II, Item 8 of the ~~Company's~~2022 Form 10-K ~~filed on March 17, 2022, for the year ended December 31, 2021~~ for discussion of significant accounting ~~policies.~~

~~See sections entitled "Recently Adopted Accounting Pronouncements"~~ policies and ~~"Recently Issued Accounting Pronouncements"~~ ~~in Note 2 of the notes to~~ ~~the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q~~ for discussion of recent accounting pronouncements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risks

Interest Rate Risk

As of ~~September~~June 30, ~~2022,~~2023, there was ~~$350~~$470 million of debt outstanding under the ~~Company~~ Credit Agreement that bears interest at the Term SOFR Rate (as defined in the ~~Fourth Amendment to the~~ Credit Agreement), with a floor of 0.75%, plus ~~6.50% with an option to convert all or a portion of the outstanding obligations to the ABR (as defined in the Fourth Amendment to the Credit Agreement) plus 5.50% on or after August 10, 2022.~~9.90%. The payments due under the ~~Company~~ Credit Agreement on the outstanding standby letters of credit and the unused portion represent a fixed ~~1.50%~~6.00-6.75% of the amount outstanding and ~~0.375%~~0.50% of the unused amount. The interest rates on the ~~2020 LC Facility,~~ the ~~SoftBank Senior Secured Notes, the SoftBank Senior Unsecured Notes, and other loans~~remaining debt facilities include fixed rates of interest.

Foreign Currency Risk

The U.S. dollar is the functional currency of our consolidated and unconsolidated entities operating in the United States. For our consolidated and unconsolidated entities operating outside of the United States, we generally assign the relevant local currency as the functional currency, as the local currency is generally the principal currency of the economic environment in which the foreign entity primarily generates and expends cash. Our international operating companies typically earn revenue and incur expenses in local currencies that are consistent with the functional currency of the relevant entity, and therefore they are not subject to significant foreign currency risk in their daily operations. However, as exchange rates may fluctuate between periods, revenue and operating expenses, when converted into U.S. dollars, may also fluctuate between periods. For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we earned approximately ~~55%~~58% of our revenues from subsidiaries whose functional currency is not the U.S. dollar. Although we are impacted by the exchange rate movements from a number of currencies relative to the U.S. dollar, our results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 were primarily impacted by fluctuations in the U.S. dollar-British Pound and U.S. dollar-Euro.

We hold cash and cash equivalents in foreign currencies to have funds available for use by our international operations. As of June 30, 2023, we had a balance of over $45 million in cash and cash equivalents denominated in foreign currencies. In addition, monetary intercompany transactions that are not of a long-term investment nature may be denominated in currencies other than the U.S. dollar and/or in a different currency than the respective entity’s functional currency. As a result, we are subject to foreign currency risk and changes in foreign currency exchange rates can impact the foreign currency gain (loss) recorded in our Condensed Consolidated Statements of Operations relating to these monetary intercompany transactions. As of ~~September~~June 30, ~~2022, we had a balance of $43 million~~2023, in addition to our cash and cash equivalents ~~$1.7~~referenced above, we had $1.9 billion in various other monetary assets and $1.0 billion in various other monetary liabilities that were subject to foreign currency risk. We estimate that a 10% change in the relevant exchange rates would result in a total net change of approximately ~~$88~~$102 million in foreign currency gain or loss on these transactions.

Inflation Risk

Inflationary factors such as increases in the cost of raw materials and overhead costs may adversely affect our results of operations. During the nine months ended September 30, 2022, inflation in the United States and in a number of other countries in which we operate rose to its highest level since the Company opened its first location in 2010. Although a large portion of our operating costs are lease costs that are contractual with fixed escalation clauses, a portion of our costs are subject to inflationary pressures including, capital expenditures, lease costs in certain of our international real estate portfolio, payroll, and other operating costs. Our inflation-linked leases represent ~~approximately 16%~~less than 20% of our total portfolio and are primarily located in Latin America and Europe. In Latin America, almost all of our membership agreements provide for inflation indexing, thereby functioning as offsets to any inflation-linked adjustments to rent. In addition consumables and utilities, which are the operating expenses most impacted by inflation, ~~represent~~represented approximately 3%4% of direct location operating expenses during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. We do not believe that inflation has had a material effect on our

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business, financial condition or results of operations to date. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through higher membership fees or price increases for services. Our inability or failure to do so could harm our business, financial condition or results of operations.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

~~Disclosure~~We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports ~~filed~~that we file or ~~submitted~~submit under the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~ is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~As of September 30, 2022, our~~ Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures ~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).~~as of June 30, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2022.~~2023 at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during ~~our most recent fiscal~~the quarter ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Limitations on Effectiveness of Controls and Procedures~~

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. In addition, the design of a control system requires management to make judgments in evaluating the benefits of possible controls and procedures relative to their costs. Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.

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Part II.

Item 1. Legal Proceedings

See the section entitled “Legal Matters” in Note 2018 of the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

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Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022, except as set forth below.

Our losses and negative cash flows from operating activities raise substantial doubt about our ability to continue as a going concern.

We have incurred net losses of $0.7 billion, $2.3 billion, $4.6 billion, and $3.8 billion, for the six months ended June 30, 2023 and the years ended December 31, 2022, 2021, and 2020, respectively, and negative cash flow from operating activities of $0.5 billion, $0.7 billion, $1.9 billion, and $0.9 billion, respectively for the same periods. As of June 30, 2023, the Company had $205 million in cash and cash equivalents, including $46 million held at its consolidated VIEs, and $475 million in delayed draw note commitments, resulting in total liquidity of $680 million. We issued $175 million of the Delayed Draw Notes in July 2023. The recent macroeconomic environment has caused higher member churn and weaker demand than contemplated under the Company's business plan. Consequently, membership as of June 30, 2023 was less than planned, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation. As a result of our losses and our projected cash needs, which have been impacted by the recent increases in member churn, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern over the next 12 months.

Our ability to continue as a going concern is contingent upon successful execution of our management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation:

•Reducing rent and tenancy expense by taking additional restructuring actions and negotiating more favorable lease terms.

•Increasing revenue by reducing member churn and increasing new sales.

•Controlling expenses and limiting capital expenditures.

•Seeking additional capital through the issuance of debt or equity securities, or the sale of assets.

There can be no assurance that any such measures would be successful. If we are not successful in improving our liquidity position and the profitability of our operations, we may need to consider all strategic alternatives, including restructuring or refinancing our debt, seeking additional debt or equity capital, reducing or delaying our business activities and strategic initiatives, or selling assets, other strategic transactions and/or other measures, including obtaining relief under the U.S. Bankruptcy Code. In addition, the perception that we may not be able to continue as a going concern may cause members, landlords and others to choose not to do business with us due to concerns about our ability to meet our contractual obligations. If we seek additional financing to fund our operations and there remains substantial doubt about our ability to continue as a going concern, our financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all. In addition, if we issue in the future audited financial statements with an audit opinion that includes going concern or similar qualifications or exceptions, it could result in, among other things, an event of default under our Credit Agreement and indentures governing our secured notes, unless waived. The consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty. Such adjustments could be material.

Item 1B. Unresolved Staff Comments

As of the filing of this quarterly report on Form 10-Q, there were no unresolved comments from the Staff of the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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In ~~March 2022,~~May 2023, in connection with the ~~Company acquired 100%~~consummation of the ~~equity of Common Desk. In September 2022,~~2023 Debt Restructuring Transactions, the Company issued ~~to the prior owners of Common Desk 246,440~~(i) 250 million shares of Class A ~~common stock with an aggregate value~~Common Stock to certain holders who participated in the Exchange Offers, (ii) 1.1 billion shares of ~~$1 million as part~~Class A Common Stock to certain affiliates of ~~the holdback payable to such owners~~SVF II in connection with ~~the acquisition. The share issuance was exempt from registration~~certain exchanges and (iii) 35 million shares of Class A Common Stock to a third-party investor pursuant to ~~Section 4(a)(2) of~~ the ~~Securities Act.~~SPA. The Company did not receive any proceeds from the issuance of the shares of Class A ~~common stock~~Common Stock in the Exchange Offers and to the ~~prior owners~~affiliates of SVF II. The Company received $40 million of proceeds from the issuance of the shares of Class A Common ~~Desk.~~Stock to the third-party investor pursuant to the SPA and the Company intends to use such proceeds for general corporate purposes.

In addition, in connection with the consummation of the 2023 Debt Restructuring Transactions, the Issuers issued (i) $188 million in aggregate principal amount of New Second Lien Exchangeable Notes and (ii) $270 million in aggregate principal amount of New Third Lien Exchangeable Notes. The offerings of the securities issued in the 2023 Debt Restructuring Transactions have not been registered under the Securities Act and such securities were issued in reliance upon the exemption provided in Section 4(a)(2) and/or Section 3(a)(9) of the Securities Act. The New Second Lien Exchangeable Notes and the New Third Lien Exchangeable Notes will be exchangeable, subject to certain conditions, into cash, Class A Common Stock of the Company or a combination of cash and Class A Common Stock of the Company, at the Issuers’ election (subject to, and in accordance with, the terms and conditions of the indentures governing such exchangeable notes). Neither the New Second Lien Exchangeable Notes, the New Third Lien Exchangeable Notes, nor the underlying Class A Common Stock (if exchanges of the such notes are settled through delivery of Class A Common Stock) have been registered under the Securities Act or may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~See "Liquidity~~Changes to the Board of Directors

Because this Quarterly Report is being filed within four business days from the date of the reportable events, we have elected to make the disclosures below for the purpose of providing disclosures required under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” and ~~Capital Resources — Sources~~Item 3.01 “Notice of ~~Liquidity — SoftBank Senior Secured Notes Commitment" for~~Delisting or Failure to Satisfy a ~~discussion~~Continued Listing Rule or Standard; Transfer of ~~Amendment No. 2 to~~Listing” of a Current Report on Form 8-K:

On August 8, 2023 (the “Effective Date”), the Board appointed Paul Aronzon, Paul Keglevic, Elizabeth LaPuma and Henry Miller (the “New Independent Directors”) as members of the Board effective immediately, in accordance with the Amended and Restated ~~Master Senior Secured Notes Note Purchase Agreement.~~Stockholders Agreement, dated May 5, 2023, by and among the Company, SVF Endurance (Cayman) Limited, SVF II WW Holdings (Cayman) limited, and Benchmark Capital Partners VII (AIV), L.P. The Board determined that each of the New Independent Directors is independent for purposes of the New York Stock Exchange Listing Standards.

In connection with service as a director of the Company, each of New Independent Directors will participate in the Company’s non-employee director compensation program. There are no transactions involving the Company and any of the New Independent Directors that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

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On August 2, 2023, Daniel Hurwitz and Vivek Ranadivé each notified the Company of his resignation from the Board effective immediately. In addition, on August 3, 2023, Véronique Laury notified the Company of her resignation from the Board effective immediately. The resignations of Messrs. Hurwitz and Ranadivé and Ms. Laury are the result of a material disagreement regarding Board governance and the Company’s strategic and tactical direction. Mr. Hurwitz served as chair of the Board, as a member and chair of the Audit Committee of the Board (“Audit Committee”) and the Compensation Committee of the Board (“Compensation Committee”), and as a member of the Nominating and Corporate Governance Committee of the Board (“N&G Committee”). Mr. Ranadivé served as a member of the Audit Committee and N&G Committee. Ms. Laury served as a member and chair of the N&G Committee, and as a member of the Audit Committee and Compensation Committee.

As a result of these resignations, the Company notified the New York Stock Exchange that, as of August 2, 2023, the Company was no longer in compliance with Sections 303A.04, 303A.05 or 303A.06 of the NYSE Listed Company Manual, which require the Company to have a N&G Committee, Compensation Committee and Audit Committee, respectively, composed entirely of independent directors. On the Effective Date, the Company cured these deficiencies by appointing (A) Mr. Aronzon, Mr. Keglevic and Ms. LaPuma to the N&G Committee, with Mr. Aronzon serving as chair, (B) Mr. Aronzon, Mr. Keglevic and Ms. LaPuma to the Compensation Committee, with Mr. Keglevic serving as chair, and (C) Mr. Aronzon, Ms. LaPuma and Mr. Miller to the Audit Committee, with Ms. LaPuma serving as chair.

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

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Item 6. Exhibits


Exhibit No.		Description
~~10.1~~4.1		~~Amendment No. 2 to Amended and Restated Master Senior Secured Notes Note Purchase Agreement,~~First Supplemental Indenture, dated as of ~~November~~ 9 ~~, 2022,~~July 17, 2023, by and among WeWork Companies LLC, WW Co-Obligor Inc., ~~StarBright WW LP~~the guarantors party thereto and ~~SoftBank Vision Fund II-2, L.P.~~U.S. Bank Trust Company, National Association, as trustee.









10.1*	Employment A greement, effective May 16, 2023, between We Work Management LLC and David Tolley.
~~31.1~~10.2*	Letter agreement, effective June 16, 2023, between We Work Management LLC and Kurt Wehner.
10.3*	Amended and Restated WeWork Companies LLC Annual Cash Bonus Plan .



31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
~~31.2~~31.2*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
~~32.1~~32.1**		Section 1350 Certification of Chief Executive Officer.
~~32.2~~32.2**		Section 1350 Certification of Chief Financial Officer.
101		The following materials from WeWork Inc.’s quarterly report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2022~~2023 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, (iii) Consolidated Statements of Changes in Convertible Preferred Stock, Noncontrolling Interests and Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, (v) Notes to the Unaudited Condensed Consolidated Financial Statements, and (vi) Cover Page.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Label Linkbase Document.
101.PRE		XBRL Taxonomy Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith.
**This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Signatures

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

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WEWORK INC.

By:

/s/ ~~Sandeep Mathrani~~David Tolley

~~Sandeep Mathrani~~David Tolley

Chief Executive Officer ~~and Chairman of the Board~~

Date:

~~November 10, 2022~~August 8, 2023

~~121~~120


	Convertible			Redeemable
	Preferred Stock			Noncontrolling
(Amounts in millions, except share amounts)	Shares	Amount		Interests
Balance—December 31, 2020	304,791,824	$	7,666	$	380
Exercise of warrants	107,312,099	713		—
Net income (loss)	—	—		(30)
Other comprehensive income (loss), net of tax	—	—		(24)
Balance—March 31, 2021	412,103,923	$	8,379	$	326

Issuance of shares in connection with convertible note conversion	180,414	—		—
Net income (loss)	—	—		(34)
Other comprehensive income (loss), net of tax	—	—		—
Balance—June 30, 2021	412,284,337	$	8,379	$	292
Issuance of noncontrolling interests	—	—		30
Net income (loss)	—	—		(42)
Other comprehensive income (loss), net of tax	—	—		(4)
Balance—September 30, 2021	412,284,337	$	8,379	$	276


	Number of Shares
	Class A	Class C
Legacy WeWork Stockholders	559,124,587	19,938,089
Legacy BowX Sponsor & Sponsor Persons	9,075,000	—
Legacy BowX Public Stockholders	33,293,214	—
PIPE Investors	80,000,000	—
Backstop Investor	15,000,000	—
Total	696,492,801	19,938,089


	Year Ended December 31, 2021
(Amounts in millions)	Balance at Beginning of Period		Additions		Settlements		Change in Fair Value		Reclassification to Equity		Balance at End of Period
Liabilities:


IndiaCo Forward Contract Liability	$	8	$	—	$	(9)	$	1	$	—	$	—

SoftBank Senior Unsecured Notes Warrant(1)	279		—		(474)		230		(35)		—
2020 LC Facility Warrant(2)	140		—		(237)		115		(18)		—
Total	$	427	$	—	$	(720)	$	346	$	(53)	$	—


	Three Months Ended September 30, 2021
	Reported in:
					Selling,		Restructuring
	Location		Pre-opening		General and		and Other
(Amounts in millions)	Operating Expenses		Location Expenses		Administrative Expenses		Related (Gains) Costs		Total
Lease cost contractually paid or payable for the period	$	608	$	18	$	10	$	30	$	666
Non-cash GAAP straight-line lease cost	68		26		—		4		98
Amortization of lease incentives	(69)		(5)		(1)		(4)		(79)
Total real estate operating lease cost	$	607	$	39	$	9	$	30	$	685

Early termination fees and related (gain)/loss	$	—	$	—	$	—	$	(31)	$	(31)