Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39419 | ||
Entity Registrant Name | WEWORK INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1144904 | ||
Entity Address, Address Line One | 75 Rockefeller Plaza, 10th floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10019 | ||
City Area Code | 646 | ||
Local Phone Number | 389-3922 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 412,662,765 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001813756 | ||
Class A common stock, $0.0001 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, $0.0001 per share | ||
Trading Symbol | WE | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 711,363,722 | ||
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | ||
Trading Symbol | WE WS | ||
Security Exchange Name | NYSE | ||
Class C common stock, $0.0001 per share | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 19,938,089 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 287 | $ 924 | |
Accounts receivable and accrued revenue, net of allowance | [1] | 109 | 130 |
Prepaid expenses | [1] | 138 | 180 |
Other current assets | [1] | 155 | 238 |
Total current assets | 689 | 1,472 | |
Total property and equipment | 4,391 | 5,374 | |
Lease right-of-use assets, net | 11,243 | 13,052 | |
Equity method and other investments | 63 | 200 | |
Goodwill and intangible assets, net | 737 | 734 | |
Other assets | [1] | 740 | 924 |
Total assets | 17,863 | 21,756 | |
Current liabilities: | |||
Accounts payable and accrued expenses | [1] | 526 | 621 |
Members’ service retainers | 445 | 421 | |
Deferred revenue | [1] | 151 | 120 |
Current lease obligations | [1] | 936 | 893 |
Other current liabilities | [1] | 172 | 78 |
Total current liabilities | 2,230 | 2,133 | |
Long-term lease obligations | [1] | 15,598 | 17,926 |
5.00% Senior Notes | [1] | 2,200 | 2,200 |
Warrant liabilities, net | 1 | 16 | |
Long-term debt, net | 1,008 | 666 | |
Other liabilities | 281 | 228 | |
Total liabilities | 21,318 | 23,169 | |
Commitments and contingencies (Note 26) | |||
Redeemable noncontrolling interests | (20) | 36 | |
WeWork Inc. shareholders' equity (deficit): | |||
Preferred stock; par value $0.0001; 100,000,000 shares authorized, zero issued and outstanding as of December 31, 2022 and 2021, respectively | 0 | 0 | |
Treasury stock, at cost; 2,944,212 shares held as of December 31, 2022 and 2021 | (29) | (29) | |
Additional paid-in capital | 12,387 | 12,321 | |
Accumulated other comprehensive income (loss) | 149 | (31) | |
Accumulated deficit | (16,177) | (14,143) | |
Total WeWork Inc. shareholders' deficit | (3,670) | (1,882) | |
Noncontrolling interests | 235 | 433 | |
Total equity | (3,435) | (1,449) | |
Total liabilities and equity | 17,863 | 21,756 | |
Common stock Class A; par value $0.0001; 1,500,000,000 shares authorized, 711,106,961 shares issued and 708,162,749 shares outstanding as of December 31, 2022, and 1,500,000,000 shares authorized, 705,016,923 shares issued and 702,072,711 shares outstanding as of December 31, 2021 | |||
WeWork Inc. shareholders' equity (deficit): | |||
Common stock | 0 | 0 | |
Common stock Class C; par value $0.0001; 25,041,666 shares authorized, 19,938,089 shares issued and outstanding as of December 31, 2022 and 2021, respectively | |||
WeWork Inc. shareholders' equity (deficit): | |||
Common stock | $ 0 | $ 0 | |
[1]See Note 27 for disclosure of related party amounts. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 13 | $ 63 |
Other assets | 384 | 596 |
Senior Notes, related parties | $ 1,650 | $ 1,650 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 2,944,212 | 2,944,212 |
Senior unsecured notes | Affiliated Entity | ||
Interest rate | 5% | |
Class A common stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, issued (in shares) | 711,106,961 | 705,016,923 |
Common stock, outstanding (in shares) | 708,162,749 | 702,072,711 |
Class C common stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 25,041,666 | 25,041,666 |
Common stock, issued (in shares) | 19,938,089 | 19,938,089 |
Common stock, outstanding (in shares) | 19,938,089 | 19,938,089 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Income Statement [Abstract] | ||||||
Revenue | [1] | $ 3,245 | $ 2,570 | $ 3,416 | ||
Expenses: | ||||||
Location operating expenses—cost of revenue (exclusive of depreciation and amortization of $602, $672 and $715 for the years ended December 31, 2022, 2021 and 2020, respectively, shown separately below) | 2,914 | 3,085 | 3,543 | |||
Pre-opening location expenses | 121 | 159 | 273 | |||
Selling, general and administrative expenses | 735 | 1,011 | 1,605 | |||
Restructuring and other related (gains) costs | (200) | 434 | 207 | |||
Impairment expense/(gain on sale) of goodwill, intangibles and other assets | 625 | 870 | 1,356 | |||
Depreciation and amortization | 641 | 709 | 779 | |||
Total expenses | 4,836 | [1] | 6,268 | [1] | 7,763 | |
Loss from operations | (1,591) | (3,698) | (4,347) | |||
Interest and other income (expenses), net: | ||||||
Income (loss) from equity method and other investments | (17) | (18) | (45) | |||
Interest expense | [1] | (516) | (455) | (331) | ||
Interest income | 9 | 19 | 17 | |||
Foreign currency gain (loss) | (185) | (134) | 149 | |||
Gain (loss) from change in fair value of warrant liabilities | [1] | 11 | (343) | 820 | ||
Loss on extinguishment of debt | 0 | 0 | (77) | |||
Total interest and other income (expenses), net | (698) | (931) | 533 | |||
Pre-tax loss | (2,289) | (4,629) | (3,814) | |||
Income tax benefit (provision) | (6) | (3) | (20) | |||
Net loss | (2,295) | (4,632) | (3,834) | |||
Net loss attributable to noncontrolling interests: | ||||||
Redeemable noncontrolling interests — mezzanine | 54 | 139 | 676 | |||
Noncontrolling interest — equity | 207 | 54 | 29 | |||
Net loss attributable to WeWork Inc. | $ (2,034) | $ (4,439) | $ (3,129) | |||
Net loss per share attributable to Class A and Class B common stockholders (see Note 25): | ||||||
Basic (in usd per share) | $ (2.67) | $ (18.38) | $ (22.24) | |||
Diluted (in usd per share) | $ (2.67) | $ (18.38) | $ (22.24) | |||
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders, basic (in shares) | 761,845,605 | 263,584,930 | 140,680,131 | |||
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 761,845,605 | 263,584,930 | 140,680,131 | |||
[1]See Note 27 for disclosure of related party amounts. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Cost, depreciation and amortization | $ 602 | $ 672 | $ 715 |
Interest expense, related parties | 390 | 387 | 247 |
Gain (loss) from change in fair value of warrant liabilities, related parties | $ 0 | $ (345) | $ 820 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (2,295) | $ (4,632) | $ (3,834) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments, net of tax of none for the years ended December 31, 2022, 2021, and 2020 | 155 | 95 | (146) |
Unrealized (loss) gain on available-for-sale securities, net of tax of none for the years ended December 31, 2022, 2021, and 2020 | 3 | (2) | 3 |
Other comprehensive income (loss), net of tax | 158 | 93 | (143) |
Comprehensive loss | (2,137) | (4,539) | (3,977) |
Net loss attributable to noncontrolling interests | 261 | 193 | 704 |
Other comprehensive (income) loss attributable to noncontrolling interests | 22 | 35 | (23) |
Comprehensive loss attributable to WeWork Inc. | $ (1,854) | $ (4,311) | $ (3,296) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 |
Unrealized (loss) gain on available-for-sale securities, tax | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK, NONCONTROLLING INTERESTS AND EQUITY - USD ($) $ in Thousands | Total | Class A common stock | Class C common stock | Common Stock Class A common stock | Common Stock Class B common stock | Common Stock Class C common stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests |
Convertible preferred stock, balance (in shares) at Dec. 31, 2019 | 183,686,531 | ||||||||||
Convertible preferred stock, balance at Dec. 31, 2019 | $ 6,474,000 | ||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2019 | 1,032,000 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Redeemable noncontrolling interests, issuance of noncontrolling interests | $ 100,000 | ||||||||||
Convertible preferred stock, stock-based compensation (in shares) | 25,724 | ||||||||||
Convertible preferred stock, stock-based compensation | $ 1,000 | ||||||||||
Convertible preferred stock, acquisition of noncontrolling interest (shares) | 28,489,310 | ||||||||||
Convertible preferred stock, acquisition of noncontrolling interest | $ 280,000 | ||||||||||
Redeemable noncontrolling interests, acquisition of noncontrolling interest | $ (92,000) | ||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 92,590,259 | ||||||||||
Convertible preferred stock, exercise of warrants, net | $ 911,000 | ||||||||||
Redeemable noncontrolling interests, distributions to noncontrolling interests | (7,000) | ||||||||||
Net loss | (676,000) | ||||||||||
Other comprehensive income (loss), net of tax | $ 23,000 | ||||||||||
Convertible preferred stock, balance (in shares) at Dec. 31, 2020 | 304,791,824 | ||||||||||
Convertible preferred stock, balance at Dec. 31, 2020 | $ 7,666,000 | ||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2020 | 380,000 | ||||||||||
Balance (in shares) at Dec. 31, 2019 | 34,125,264 | 106,760,811 | 22,928,691 | ||||||||
Balance at Dec. 31, 2019 | (4,375,000) | $ 0 | $ 0 | $ 0 | $ 1,880,000 | $ (3,000) | $ (6,574,000) | $ 322,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of noncontrolling interests | 1,000 | 1,000 | |||||||||
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C (in shares) | (2,134,367) | ||||||||||
Issuance of stock for services rendered | 8,000 | 13,000 | (5,000) | ||||||||
Stock based compensation (in shares) | 207,641 | 51,263 | |||||||||
Stock-based compensation | 182,000 | 182,000 | 0 | ||||||||
Exercise of stock options (in shares) | 27,931 | 82,418 | |||||||||
Settlement of stockholder notes receivable (in shares) | (170,316) | ||||||||||
Settlement of stockholder notes receivable (see Note 24) | 17,000 | 17,000 | |||||||||
Distributions to noncontrolling interests | (317,000) | (43,000) | (274,000) | ||||||||
Deconsolidation of consolidated subsidiaries | 303,000 | 316,000 | (13,000) | ||||||||
Issuance of common stock in connection with Acquisition (in shares) | 106,775 | ||||||||||
Acquisition of noncontrolling interest | (188,000) | (198,000) | 10,000 | ||||||||
Transaction with principal shareholder | 21,000 | 21,000 | |||||||||
Net income (loss) | (3,158,000) | (3,129,000) | (29,000) | ||||||||
Other comprehensive income (loss), net of tax | (166,000) | (166,000) | |||||||||
Balance (in shares) at Dec. 31, 2020 | 34,297,295 | 106,894,492 | 20,794,324 | ||||||||
Balance at Dec. 31, 2020 | $ (7,672,000) | $ 0 | $ 0 | $ 0 | $ 0 | 2,188,000 | (159,000) | (9,703,000) | 2,000 | ||
Treasury stock balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Convertible preferred stock, Conversion of Legacy WeWork convertible preferred stock to common stock (in shares) | (412,303,490) | ||||||||||
Convertible preferred stock, Conversion of Legacy WeWork convertible preferred stock to common stock | $ (8,376,000) | ||||||||||
Redeemable noncontrolling interest, Conversion of Legacy WeWork convertible preferred stock to common stock | (256,000) | ||||||||||
Convertible preferred stock, Cancellation of convertible note and conversion to common stock | $ (3,000) | ||||||||||
Issuance of shares in connection with convertible note conversion (in shares) | 180,414 | ||||||||||
Redeemable noncontrolling interests, issuance of noncontrolling interests | $ 80,000 | ||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 107,312,099 | ||||||||||
Convertible preferred stock, exercise of warrants, net | $ 713,000 | ||||||||||
Net loss | (139,000) | ||||||||||
Other comprehensive income (loss), net of tax | $ (29,000) | ||||||||||
Convertible preferred stock, other (in shares) | 19,153 | ||||||||||
Convertible preferred stock, balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Convertible preferred stock, balance at Dec. 31, 2021 | $ 0 | ||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2021 | 36,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Forfeiture of noncontrolling WeWork Partnerships Profits Interest Units in the WeWork Partnership and Common Stock Class C (in shares) | (856,235) | ||||||||||
Issuance of stock for services rendered | (2,000) | (2,000) | |||||||||
Transfer from Class B to Class A (in shares) | 106,894,492 | (106,894,492) | |||||||||
Stock based compensation (in shares) | 721,381 | ||||||||||
Stock-based compensation | 214,000 | 214,000 | |||||||||
Exercise of stock options (in shares) | 11,990,205 | ||||||||||
Exercise of stock options | 26,000 | 26,000 | |||||||||
Cancellation of shares (in shares) | (685,781) | ||||||||||
Cancellation of shares | (13,000) | (13,000) | |||||||||
Exercise of warrants (in shares) | 206,955 | ||||||||||
Conversion to common stock (in shares) | 412,303,490 | ||||||||||
Conversion of Legacy WeWork convertible preferred stock to common stock | 8,633,000 | 8,376,000 | 257,000 | ||||||||
Cancellation of convertible note and conversion to common stock (in shares) | 468,394 | ||||||||||
Cancellation of convertible note and conversion to common stock | 3,000 | 3,000 | |||||||||
Issuance of common stock in connection with Business Combination (in shares) | 42,368,214 | ||||||||||
Issuance of common stock in connection with Business Combination | 297,000 | 297,000 | |||||||||
Issuance of common stock in connection with PIPE Investment and Backstop Investment (in shares) | 95,000,000 | ||||||||||
Issuance of common stock in connection with PIPE Investment and Backstop Investment | 950,000 | 950,000 | |||||||||
Costs attributable to the issuance of common stock in connection with Business Combination and PIPE Investment | (69,000) | (69,000) | |||||||||
Reclassification of liability classified warrants to equity | 52,000 | 52,000 | |||||||||
Issuance of common stock for settlement of vested RSUs (in shares) | 1,413,142 | ||||||||||
Repurchase of common stock (in shares) | (2,944,212) | ||||||||||
Repurchase of common stock | (29,000) | $ (29,000) | |||||||||
Transaction with principal shareholder | 530,000 | 530,000 | |||||||||
Conversion of WeWork Partnership Profits Interest Units to Partnership Units | 0 | (234,000) | 234,000 | ||||||||
Net income (loss) | (4,494,000) | (4,440,000) | (54,000) | ||||||||
Other comprehensive income (loss), net of tax | 122,000 | 128,000 | (6,000) | ||||||||
Other (in shares) | 39,136 | ||||||||||
Other | 3,000 | 3,000 | |||||||||
Balance (in shares) at Dec. 31, 2021 | 702,072,711 | 19,938,089 | 705,016,923 | 0 | 19,938,089 | ||||||
Balance at Dec. 31, 2021 | $ (1,449,000) | $ 0 | $ 0 | $ 0 | $ (29,000) | 12,321,000 | (31,000) | (14,143,000) | 433,000 | ||
Treasury stock balance (in shares) at Dec. 31, 2021 | 2,944,212 | (2,944,212) | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Stock-based compensation | $ 1,000 | ||||||||||
Issuance of noncontrolling interests | (2,000) | ||||||||||
Net loss | (54,000) | ||||||||||
Other comprehensive income (loss), net of tax | 0 | ||||||||||
Other | (1,000) | ||||||||||
Redeemable noncontrolling interest, balance at Dec. 31, 2022 | (20,000) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of noncontrolling interests | 32,000 | 32,000 | |||||||||
Stock-based compensation | 49,000 | 49,000 | |||||||||
Exercise of stock options (in shares) | 1,909,903 | ||||||||||
Exercise of stock options | 5,000 | 5,000 | |||||||||
Exercise of warrants (in shares) | 10 | ||||||||||
Reclassification of liability classified warrants to equity | 4,000 | 4,000 | |||||||||
Issuance of common stock for settlement of vested RSUs (in shares) | 3,733,105 | ||||||||||
Distributions to noncontrolling interests | (3,000) | (3,000) | |||||||||
Issuance of common stock in connection with Acquisition (in shares) | 818,741 | ||||||||||
Issuance of common stock in connection with Acquisition | 4,000 | 4,000 | |||||||||
Fair value of equity classified contingent consideration | 1,000 | 1,000 | |||||||||
Transaction with principal shareholder | 9,000 | 9,000 | |||||||||
Shares withheld related to net share settlement (in shares) | (371,350) | ||||||||||
Shares withheld related to net share settlement | (2,000) | (2,000) | |||||||||
Net income (loss) | (2,241,000) | (2,034,000) | (207,000) | ||||||||
Other comprehensive income (loss), net of tax | 158,000 | 180,000 | (22,000) | ||||||||
Other (in shares) | (371) | ||||||||||
Other | (2,000) | (4,000) | 2,000 | ||||||||
Balance (in shares) at Dec. 31, 2022 | 708,162,749 | 19,938,089 | 711,106,961 | 19,938,089 | |||||||
Balance at Dec. 31, 2022 | $ (3,435,000) | $ 0 | $ 0 | $ (29,000) | $ 12,387,000 | $ 149,000 | $ (16,177,000) | $ 235,000 | |||
Treasury stock balance (in shares) at Dec. 31, 2022 | 2,944,212 | (2,944,212) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (2,295) | $ (4,632) | $ (3,834) |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation and amortization | 641 | 709 | 779 |
Impairment charges | 625 | 870 | 1,359 |
Stock-based compensation expense | 49 | 214 | 63 |
Non-cash interest expense | 259 | 210 | 172 |
Foreign currency (gain) loss | 185 | 134 | (149) |
Other non-cash operating expenses | 57 | 805 | (622) |
Changes in operating assets and liabilities: | |||
Operating lease right-of-use assets | 1,265 | 1,450 | 1,025 |
Current and long-term lease obligations | (1,584) | (1,607) | 502 |
Accounts receivable and accrued revenue | 4 | 24 | (33) |
Other assets | 112 | (76) | (28) |
Accounts payable and accrued expenses | (90) | 68 | (164) |
Deferred revenue | 36 | (53) | 33 |
Other liabilities | 3 | (28) | 40 |
Net cash provided by (used in) operating activities | (733) | (1,912) | (857) |
Cash Flows from Investing Activities: | |||
Purchases of property, equipment and capitalized software | (338) | (337) | (1,464) |
Proceeds from asset divestitures and sale of investments, net of cash divested | 42 | 11 | 1,173 |
Other investing | 2 | (21) | (153) |
Net cash provided by (used in) investing activities | (294) | (347) | (444) |
Cash Flows from Financing Activities: | |||
Proceeds from Business Combination and PIPE financing, net of issuance costs paid | 0 | 1,209 | 0 |
Proceeds from unsecured related party debt | 0 | 1,000 | 1,200 |
Proceeds from issuance of debt | 351 | 708 | 34 |
Repayments of debt | (6) | (713) | (813) |
Distribution to noncontrolling interests | (3) | 0 | (320) |
Issuance of noncontrolling interests | 32 | 80 | 101 |
Additions to members’ service retainers | 427 | 450 | 382 |
Refunds of members’ service retainers | (370) | (374) | (576) |
Other financing | (34) | (22) | (55) |
Net cash provided by (used in) financing activities | 397 | 2,338 | (47) |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (6) | 2 | 1 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (636) | 81 | (1,347) |
Cash, cash equivalents and restricted cash—Beginning of period | 935 | 854 | 2,201 |
Cash, cash equivalents and restricted cash—End of period | 299 | 935 | 854 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | 287 | 924 | 800 |
Restricted cash (Note 14) | 5 | 11 | 54 |
Cash and cash equivalents held for sale (Note 8) | 7 | 0 | 0 |
Cash, cash equivalents and restricted cash, including cash held for sale | $ 299 | $ 935 | $ 854 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1. Organization and Business WeWork Inc.'s core global business offering integrates space, community, services and technology in 779 locations, including 622 Consolidated Locations, around the world as of December 2022. 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 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-K 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 (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"), 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation — The accompanying Consolidated Financial Statements and notes to the Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company, its majority‑owned subsidiaries and variable interest entities ("VIEs") for which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. 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 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 28 for further discussion on the Company's segment reporting. The accompanying Consolidated Financial Statements include the accounts of the Company, its majority‑owned subsidiaries and 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 10) are the Company's only consolidated VIEs as of December 31, 2022. See Note 10 for discussion of the consolidated VIE transactions during the years ended December 31, 2022, 2021 and 2020. See Note 13 for discussion of the Company’s non-consolidated VIEs. A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the Consolidated Balance Sheets and the presentation of net income in the Consolidated Statements of Comprehensive Loss, is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests. The Company's convertible preferred stock and noncontrolling interests that are redeemable upon the occurrence of an event that is not solely within the control of the Company are classified outside of permanent equity. As it was not probable that the remaining convertible preferred stock and noncontrolling interest would become redeemable during the period in which redeemable features upon the occurrence of an event that is not solely within the control of the Company existed, no remeasurement was required. See Note 10 for further discussion of the elimination of redemption features upon the Business Combination. The Company's noncontrolling interests that have redemption features within the Company's control are classified within permanent equity and are described further below. The redemption value of the WeWork Partnerships Profits Interest Units (as discussed in Note 24) are measured based upon the aggregate redemption value and takes into account the proportion of employee services rendered under the WeWork Partnerships Profits Interest Units vesting provisions. The redemption value will vary from period to period based upon the fair value of the Company, whereby the intrinsic value (per-unit fair value of the Company is greater than the per-unit distribution threshold) will be reflected as Noncontrolling interests in the equity section of the Consolidated Balance Sheets with a corresponding entry to Additional paid-in-capital. The intrinsic value of the WeWork Partnership Profits Interests will be remeasured each period until the WeWork Partnerships Profits Interest Units are converted to shares or cash. The Company's other noncontrolling interests represent substantive profit-sharing arrangements and profits and losses are attributed to the controlling and noncontrolling interests using the hypothetical-liquidation-at-book-value method. Liquidity and Going Concern — The accompanying 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 250-40, Presentation of Financial Statements — Going Concern (“ASC 250-40”) , 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 Consolidated Financial Statements are issued. In accordance with ASC 250-40, 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 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 December 31, 2022 Consolidated Financial Statements The Company has incurred net losses of $2.3 billion, $4.6 billion, and $3.8 billion, for the years ended December 31, 2022, 2021, and 2020, respectively, and negative cash flow from operating activities of $0.7 billion $1.9 billion, and $0.9 billion, respectively. As of December 31, 2022, the Company had $287 million in cash and cash equivalents, including $61 million held at its consolidated VIEs, and $500 million commitment under the Secured NPA. In January 2023, the Company issued $250 million of previously committed Secured Notes to SVF Il leaving $250 million of remaining commitment under the Secured NPA. In February 2023, the Company amended the Junior LC Tranche to provide an additional $120 million of liquidity (see Note 29). Our losses and projected cash needs, combined with our current liquidity level, initially raised substantial doubt about the Company’s ability to continue as a going concern. Management’s plan to improve the Company’s liquidity and successfully mitigate the substantial doubt includes (1) restructuring existing debt and raising additional capital and, (2) taking additional operational restructuring actions furthering the plan that commenced following a change in leadership in 2020. Debt restructuring and capital raising plans In March 2023, the Company entered into a contractually committed comprehensive recapitalization transaction (the "Transactions") with an Ad Hoc Group of our bondholders, SBG and affiliates, and a third-party investor. Upon Closing, the Transactions will increase our net liquidity by over $515 million , prior to transaction costs, through: • $975 million increase in net liquidity from issuance of new first lien notes, including $500 million cash commitment backstopped by the Ad Hoc Group; $175 million delayed draw note issued to a third-party investor, and; $300 million delayed draw note issued to SVF II from the rollover of the $500 million commitment under the Secured NPA; • $40 million increase in net liquidity from issuance of 35 million shares of Class A Common Stock in a private placement at a purchase price of $1.15 per share; and • $500 million decrease in net liquidity from the repayment of any amounts borrowed or cancellation of the commitment under the Secured NPA. The Transactions also cancel or convert approximately $1.5 billion of total debt through equitization or discounted exchanges of our 5.00% Senior Notes and 7.875% Senior Notes and extends certain debt maturities from 2025 to 2027 as more fully described in Note 29. Management has determined that the approvals obtained in connection with the execution of the various transaction agreements related to the Transactions are sufficient to ensure the closing of the Transactions (see Note 29). Management has determined that the remaining steps in closing the Transactions are within its control and are probable to be implemented on a timely basis. Operational restructuring plans The Company has been executing a strategic plan to transform our business over the last three years. The Company will continue to execute our operational restructuring program in 2023 and take additional actions to further this strategic plan which to date has included robust expense management efforts, material real estate portfolio optimization and the exit of non-core businesses, contributing to an improvement in our net loss from operations of $4.3 billion for the year ended December 31, 2020 to $1.6 billion for the year ended December 31, 2022. Management's plans over the next twelve months include the further reduction of gross capital expenditures and other SG&A cost saving measures. In January 2023, the Company further reduced the global workforce by approximately 7%. Management believes that these plans are within its control and probable of being implemented on a timely basis. In addition, the Company will continue to assess our real estate portfolio to amend or exit unfavorable leases or underperforming locations, and negotiate rent reductions. Management believes that the expected impact on our liquidity and cash flows resulting from the Transactions and the operational initiatives outlined above are sufficient to enable the Company to meet its obligations for at least twelve months from the issuance date and alleviate the conditions that initially raised substantial doubt about the Company's ability to continue as a going concern. Use of Estimates — The preparation of the 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 Consolidated Financial Statements, and the reported amount of revenues and expenses during the reporting periods. Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Actual results could differ from those estimates. This includes the net operating income assumptions in the Company's long-lived asset impairment testing, 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 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 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 that the COVID-19 pandemic. These 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 delays in location openings, our members' renewal of 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. WeWork believes continued execution of its operational restructuring program and its current liquidity position will be sufficient to help it alleviate the continued near-term uncertainty and meet near-term requirements. Its assessment assumes a continued growth in its revenues and occupancy. If the Company does not experience a continued 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 additional sources of financing if and when needed. Reclassifications — Certain reclassifications have been made to prior years' financial information to conform to the current year presentation. This includes the aggregation of Goodwill and Intangible assets, net into one financial statement line item, "Goodwill and intangible assets, net," and the inclusion of Restricted Cash in Other Assets for all periods presented on the Consolidated Balance Sheets. This also includes the aggregation of Capitalized software of $40 million and $23 million during the years ended December 31, 2021 and 2020, respectively, and Purchases of property and equipment into one financial statement line item, "Purchases of property, equipment and capitalized software" for all periods presented on the Consolidated Statements of Cash Flows. Cash and Cash Equivalents — Cash and cash equivalents consist of highly liquid marketable securities with original maturities of three months or less at the time of purchase. Cash equivalents are presented at cost, which approximates fair value. Restricted Cash - Restricted cash consists primarily of amounts provided to banks to secure letters of credit issued under certain of the Company’s credit agreements as required by various leases. Transfers between restricted and unrestricted cash accounts are not reported within the Consolidated Statements of Cash Flows. Only restricted cash receipts or payments from restricted cash directly to third parties are reported in the Consolidated Statements of Cash Flows as either an operating, investing or financing activity, depending on the nature of the transaction. Restricted Cash is included as a component of other assets in the accompanying Consolidated Balance Sheets, see Note 14. Allowance for Doubtful Accounts — In accordance with ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), management determines an allowance that reflects its best estimate of the accounts receivable due from members, related parties, landlords and others that it expects will not be collected. Management considers many factors in considering its reserve with respect to these accounts receivable, including historical data, experience, creditworthiness, income trends, as well as current and forward looking conditions. Recorded liabilities associated with members’ service retainers are also considered when estimating the allowance for doubtful accounts as we have the contractual right to apply members' service retainers to outstanding receivables. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received. Property and Equipment — Property and equipment are recorded at cost less accumulated depreciation. A variety of costs are incurred in the construction of leasehold improvements including development costs, construction costs, salaries and related costs, and other costs incurred during the period of development. After a determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. The Company capitalizes costs until a project is substantially completed and occupied, or held available for occupancy, and capitalizes only those costs associated with the portions under development. Subsequent expenditures that extend the useful life of an asset are also capitalized. Leasehold improvements are amortized over the lesser of the estimated useful life of the improvements or the remaining term of the lease using the straight‑line method. Furniture and equipment are depreciated over three Business Combinations — We include the financial results of businesses that we acquire from the date of acquisition. We determine the fair value of assets acquired and liabilities assumed based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Transaction costs associated with business combinations are expensed as incurred, and are included in selling, general and administrative expenses in our Consolidated Statements of Operations. See Note 3 for details on transaction costs recognized in connection with the Business Combination and Note 6 for details on transaction costs recognized in connection with acquisitions. Goodwill — Goodwill represents the excess of the purchase price of an acquired business over the fair value of the assets acquired less liabilities assumed in connection with the acquisition. Goodwill is not amortized, but instead is tested for impairment at least annually in the fourth quarter of each year as of October 1 at each reporting unit level, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired, and is required to be written down when impaired. The guidance for goodwill impairment testing begins with an optional qualitative assessment to determine whether it is more likely than not that goodwill is impaired. The Company is not required to perform a quantitative impairment test unless it is determined, based on the results of the qualitative assessment, that it is more likely than not that goodwill is impaired. The quantitative impairment test is prepared at the reporting unit level. In performing the impairment test, management compares the estimated fair values of the applicable reporting units to their aggregate carrying values, including goodwill. If the carrying amounts of a reporting unit including goodwill were to exceed the fair value of the reporting unit, an impairment loss is recognized within our Consolidated Statements of Operations in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The process of evaluating goodwill for impairment requires judgments and assumptions to be made to determine the fair value of the reporting unit, including discounted cash flow calculations, assumptions market participants would make in valuing each reporting unit and the level of the Company’s own share price. Intangible Assets, net — The Company capitalizes purchased software and computer software development costs for internal use when the amounts have a useful life or contractual term greater than twelve months. Purchased software consists of software products and licenses which are amortized over the lesser of their estimated useful life or the contractual term. Internally developed software costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external direct costs of the development are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of substantially all testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Internal use software is amortized on a straight‑line basis over its estimated useful life, generally three years. Maintenance and training costs are expensed as incurred. Acquired intangible assets are carried at cost and finite-lived intangible asset are amortized on a straight-line basis over their estimated useful lives. We determine the appropriate useful life of our intangible assets by measuring the expected cash flows of acquired assets. The initial estimated useful life of the Company's finite-lived intangible assets range from one year to ten years. The Company tests indefinite-lived intangible asset balances for impairment annually in the fourth quarter of each year as of October 1, or more frequently if circumstances indicate that the value may be impaired. Impairment of Long‑Lived Assets — Long‑lived assets, including property and equipment, right-of-use assets, capitalized software, and other finite-lived intangible assets, are evaluated for recoverability when events or changes in circumstances indicate that the asset may have been impaired. In evaluating an asset for recoverability, the Company considers the future cash flows expected to result from the continued use of the asset and the eventual disposition of the asset. If the sum of the expected future cash flows, on an undiscounted basis, is less than the carrying amount of the asset, an impairment loss equal to the excess of the carrying amount over the fair value of the asset is recognized. During the years ended December 31, 2022, 2021 and 2020, the Company recorded none, none and $3.1 million, respectively, in routine impairment charges and property and equipment write-offs relating to excess, obsolete or slow-moving inventory of furniture and equipment, early termination of leases and cancellation of other deals or projects occurring in the ordinary course of business. These impairment charges are included as a component of selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. In connection with operational restructuring program described in Note 5 and related changes in the Company's leasing plans and planned or completed disposition of certain non-core operations, as well as the impact to the Company's business as a result of COVID-19, the Company has also recorded various other non-routine write-offs, impairments and gains on sale of goodwill, intangibles and various other assets. These non-routine charges totaled $625 million, $870 million and $1,356 million during the years ended December 31, 2022, 2021 and 2020, respectively, and are included as impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations. Assets Held for Sale — The Company classifies an asset (or assets to be disposed of together as a group) as held for sale when management, having the authority to approve the action, commits to a plan to sell the assets, the assets are available for immediate sale in their present condition, subject only to terms that are usual and customary for sales of such assets, an active program to locate a buyer and other actions required to complete the plan to sell have been initiated and it is probable the transfer of the assets are expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the assets beyond one year. Prior period balances are not reclassified. Assets classified as held for sale are being actively marketed for sale at a price that is reasonable in relation to their current fair value and actions required to complete the sale plan indicate it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets that are classified as held for sale and the related liabilities directly associated with those that will be transferred in that transaction are initially measured at the lower of their carrying value or fair value less any costs to sell and depreciation and amortization expense is no longer recorded. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. The fair value of assets held for sale less any costs to sell is assessed each reporting period they remain classified as held for sale and any subsequent changes are reported as an adjustment to the carrying amount of the assets, as long as the adjusted carrying amount does not exceed the carrying amount of the assets at the time it was initially classified as held for sale. Gains are not recognized on the sale of an asset until the date of sale. As of December 31, 2022, assets 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 Consolidated Balance Sheets. As of December 31, 2021, there were no assets classified as held for sale. Deferred Financing Costs — Deferred financing costs consist of fees and costs incurred to obtain financing. Such costs are capitalized and amortized as interest expense using the effective interest method, over the term of the related financing and presented in Other assets in the Consolidated Balance Sheets (see Note 14 and Note 17). Deferred financing costs related to a recognized debt liability are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of that liability (see Note 17). Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not close. Income Taxes — The Company accounts for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the tax rates are enacted. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain. The Company has elected to recognize earnings of foreign affiliates that are determined to be global intangible low tax income in the period it arises and do not recognize deferred taxes for basis differences that may reverse in future years. Revenue Recognition — For revenue contracts which do not qualify as leases in accordance with ASC 842, Leases ("ASC 842") the Company recognizes revenue under the five-step model required under Accounting Standard Codification ("ASC") No. 606, Revenue from Contracts with Customers ("ASC 606"), which requires the Company to identify the relevant contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations identified and recognize revenue when (or as) each performance obligation is satisfied. The Company’s primary revenue categories, related performance obligations and associated recognition patterns are as follows: Membership and Service Revenue — The Company sells memberships to individuals and organizations that provide access to office space, use of a shared internet connection, access to certain facilities (kitchen, common areas, etc.), a monthly allowance of conference room reservation hours, printing and copying and access to the WeWork mobile application. The price of each membership is based on factors such as the particular characteristics of the workspace occupied by the member, the geographic location of the workspace and the size of the workspace. The membership contracts may contain renewal options that may be exercised at the discretion of the member to extend the term beyond the initial term. All services included in a monthly membership allowance that remain unused at the end of a given month expire. Membership revenue consists primarily of fees from members, net of discounts for the access to office space provided. The majority of the Company's membership contracts are accounted for as revenue in accordance with ASC 606 and are recognized over time, evenly on a ratable basis, over the life of the agreement, as services are provided and the performance obligation is satisfied. Certain of the Company's membership contracts with its members related to “configured” workspaces which meet the definition of operating leases under ASC 842. The Company has elected not to separate non-lease components from lease components for all membership agreements with configured workspaces. The rental revenue recognized under ASC 842 is recognized evenly on a ratable basis over the term of the arrangement, consistent with the revenue recognition pattern for the membership services arrangements accounted for under ASC 606. We have also elected the practical expedient for our membership contracts accounted for under ASC 842 to exclude sales and use taxes and value added taxes we collect from members from consideration in the contract and from variable payments not included in the consideration in the contract. We recognize property taxes that we pay directly to taxing authorities and any reimbursement for such taxes from our members on a gross basis. Service revenue consists of additional billings to members for the ancillary services they may access through their memberships in excess of monthly allowances included in membership revenue, commissions earned by the Company on various services and benefits provided to our members and management fee income for services provided to Unconsolidated Locations subject to joint venture or other management arrangements, which as of December 31, 2022 included locations in India ("IndiaCo"), Greater China (as defined in Note 10 ("ChinaCo")), Greater Latin American territory (as defined in Note 10 ("LatamCo")), Israel, and certain Common Desk locations (as defined in Note 6). Members may elect whether they want to add-on additional services at the inception of their agreement. Additional fees for add-on services are included in the transaction price when elected by the member. To the extent a member elects an add-on service subsequent to the commencement of a commitment period, the additional add-on fee will be added to transaction price at that point in time. The Company's individual locations may include a combination of membership contracts for which revenue is recognized in accordance with ASC 606 and ASC 842 and the location operating expenses are incurred for the location as a whole and not segregated by individual member spaces and as a result, when evaluating the cost of services for membership and service revenue, both contract types are combined to evaluate the gross profit or performance of an individual location. Other Revenue — Other revenue includes revenue generated from various other offerings and business lines, not directly related to the revenue we earn under our membership agreements through which we provide space-as-a-service. Other revenue primarily includes design and development services, tuition for education programs, software and other subscription revenue, and management and advisory fees earned. Other revenues are generally recognized over time, on a monthly basis, as the services are performed. 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 contrac |
Reverse Recapitalization and Re
Reverse Recapitalization and Related Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization and Related Transactions | 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 surviving the First Merger and 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 with and into BowX Merger Subsidiary II, LLC, a wholly owned subsidiary of Legacy BowX ("Merger Sub II", and such merger, the "Second Merger"), 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 $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 affiliates of SBG 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 SBG 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 Sheets. • 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 Consolidated Financial Statements and these related notes have been retroactively converted using the Exchange Ratio. 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 |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Note 4. Supplemental Disclosure of Cash Flow Information Year Ended December 31, (Amounts in millions) 2022 2021 2020 Supplemental Cash Flow Disclosures: Cash paid during the period for interest (net of capitalized interest of none during 2022 and 2021, and $3 during 2020) $ 248 $ 197 $ 120 Cash paid during the period for income taxes, net of refunds — (10) 29 Cash received for operating lease incentives — tenant improvement allowances 162 404 1,332 Cash received for operating lease incentives — broker commissions 3 1 18 Other non-cash operating expenses: Non-cash transaction with principal shareholder — 428 — Loss on extinguishment of debt — — 77 Cash paid to settle employee stock awards — — (3) Issuance of stock for services rendered, net of forfeitures — (2) 8 Provision for allowance for doubtful accounts 4 15 67 (Income) loss from equity method and other investments 17 18 45 Distribution of income from equity method and other investments 47 3 4 Change in fair value of financial instruments (11) 343 (820) Other non-cash operating expenses 57 805 (622) Other investing: Change in security deposits with landlords 1 3 — Contributions to investments (8) (27) (99) Distributions from investments 18 — — Cash used for acquisitions, net of cash acquired (9) — — Deconsolidation of cash of ChinaCo, net of cash received — — (54) Proceeds from repayment of notes receivable — 3 — Other investing 2 (21) (153) Other financing: Principal payments for property and equipment acquired under finance leases (8) (5) (4) Debt and equity issuance costs (33) (12) (12) Proceeds from exercise of stock options and warrants 5 17 — Taxes paid on withholding shares (2) (32) — Payments for contingent consideration and holdback of acquisition proceeds (1) (2) (40) Proceeds relating to contingent consideration and holdbacks of disposition proceeds 5 12 1 Other financing (34) (22) (55) Supplemental Disclosure of Non-cash Investing & Financing Activities: Property and equipment included in accounts payable and accrued expenses 78 75 198 Conversion of related party liabilities to Preferred Stock — 712 — Non-cash transaction with principal shareholder — 428 — Warrants issued as debt issuance costs — 102 — Decrease in consolidated total assets resulting from the deconsolidation of ChinaCo (excluding amounts that previously eliminated in consolidation) — — 1,764 Decrease in consolidated total liabilities resulting from the deconsolidation of ChinaCo (excluding amounts that previously eliminated in consolidation) — — 1,984 Issuance of stock in connection with acquisitions 4 — — Additional ASC 842 Supplemental Disclosures Year Ended December 31, (Amounts in millions) 2022 2021 2020 Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities $ 2,210 $ 2,251 $ 2,290 Cash paid for interest relating to finance leases in operating activities 4 4 5 Cash paid for principal relating to finance leases in financing activities 8 5 4 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 (1,049) (1,492) (107) |
Restructuring, Impairments and
Restructuring, Impairments and Gains on Sale | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairments and Gains on Sale | Note 5. 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 year ended December 31, 2022, the Company terminated leases associated with a total of 35 previously opened locations and 5 pre-open locations compared to 98 previously opened locations and 8 pre-open locations terminated during the year ended December 31, 2021, and 24 previously opened locations and 82 pre-open locations terminated during the year ended December 31, 2020, bringing the total terminations since the beginning of the restructuring to 252. In conjunction with the efforts to right-size its real estate portfolio, since 2019 the Company has also successfully amended over 500 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 $10.7 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. Over 70 of these amendments were executed during the year ended December 31, 2022, reducing the total future undiscounted fixed minimum lease cost payments by an estimated $1.7 billion. The Company anticipates that there may be additional impairment, restructuring and related costs during 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 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 $(200) million, $434 million and $207 million during the years ended December 31, 2022, 2021 and 2020, respectively. The details of these net charges are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Employee terminations (1) $ 32 $ 558 $ 192 Ceased use buildings 67 140 — Gains on lease terminations, net (329) (311) (37) Other, net 30 47 52 Total $ (200) $ 434 $ 207 (1) In connection with the Settlement Agreement, as described in Note 27, 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 Consolidated Statements of Operations for the year ended December 31, 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 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 Consolidated Statements of Operations for the year ended December 31, 2021. See Note 10 for details on the conversion of WeWork Partnerships Profits Interests Units. As of December 31, 2022 and 2021, net restructuring liabilities totaled approximately $53 million and $79 million, respectively, including $47 million and $76 million, respectively, in Accounts payable and accrued expenses and, $9 million and $6 million, respectively, in Other liabilities, net of $3 million and $3 million, respectively, in receivables from landlords in connection with lease terminations, included in other current assets in the Consolidated Balance Sheets. A reconciliation of the beginning and ending restructuring liability balances is as follows: Year Ended December 31, (Amounts in millions) 2022 2021 Restructuring liability — Balance at beginning of period $ 79 $ 29 Restructuring and other related (gains) costs expensed during the period (200) 434 Cash payments of restructuring liabilities, net (1) (213) (424) Non-cash impact — primarily asset and liability write-offs and stock-based compensation 387 40 Restructuring liability — Balance at end of period $ 53 $ 79 (1) Includes cash payments received from landlords for terminated leases of $22 million and $18 million for the years ended December 31, 2022 and 2021, 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 years ended December 31, 2022 and 2021, 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 December 31, 2022 and 2021, 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 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 years ended December 31, 2022, 2021 and 2020, the Company recorded $147 million, $117 million and $345 million, respectively, in impairments, primarily as a result of decreases in projected cash flows primarily attributable to the impact of COVID-19. Non-routine gains and impairment charges totaled $625 million, $870 million, and $1,356 million during the years ended December 31, 2022, 2021 and 2020, respectively, and are included on a net basis as impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations. The details of these net charges are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Impairment and write-off of long-lived assets associated with restructuring $ 442 $ 754 $ 797 Impairment expense, other 147 117 345 Impairment of intangible assets 36 — — Loss on ChinaCo Deconsolidation (See Note 10) — — 153 Impairment of assets held for sale — — 120 Gain on sale of assets — (1) (59) Total $ 625 $ 870 $ 1,356 The table above excludes certain routine impairment charges for property and equipment write-offs relating to excess, obsolete, or slow-moving inventory of furniture and equipment, early termination of leases and cancellation of other deals or projects occurring in the ordinary course of business totaling none, none and $3 million, respectively, during the years ended December 31, 2022, 2021 and 2020, respectively, included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. In connection with the Company's operational restructuring program, the Company has divested or wound down certain non-core operations not directly related to its space-as-a-service during the years ended December 31, 2021 and 2020. There were no dispositions or goodwill impairments during the year ended December 31, 2022. In January 2020, the Company sold Teem for total cash consideration of $51 million. The Company recorded a gain on the sale of $37 million, included in impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations for the year ended December 31, 2020. In March 2020, the Company sold Managed by Q for total cash consideration of $28 million. Of the total consideration, $2.5 million was heldback at closing and was included as a disposition proceeds holdback receivable within other current assets on the Consolidated Balance Sheets as of December 31, 2020. As of December 31, 2021, $2 million of the holdback was released and $0.3 million included as a disposition proceeds holdback receivable within other current assets on the accompanying Consolidated Balance Sheets. The Company recorded a gain on the sale in the amount of $10 million, included in impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations for the year ended December 31, 2020. The gain on sale in 2020 was recognized after a $21 million impairment of intangible assets and a $145 million impairment of goodwill associated with Managed by Q that was recorded during the year ended December 31, 2019. In March 2020, the Company also sold 91% of the equity of Meetup for total cash consideration of $10 million and the remaining 9% was retained by the Company. Upon closing, Meetup was deconsolidated and the Company's 9% interest in the equity of Meetup is reflected within equity method and other investments on the accompanying Consolidated Balance Sheets as of December 31, 2021 and 2020. Prior to the sale, the Company recorded an impairment loss of $26 million on the assets held for sale, included in Impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations for the year ended December 31, 2020. In March 2020, the Company completed the sale of the real estate investment held by the 424 Fifth Venture and recognized an impairment loss on the assets sold totaling $54 million, included in impairment expense/(gain on sale) of goodwill, intangibles and other assets on the accompanying Consolidated Statements of Operations during the year ended December 31, 2020. Of the total consideration, $15 million was heldback at closing of which $5 million and $10 million was received, respectively during the year ended December 31, 2022 and 2021. See Note 10 for further details. In May 2020, the Company sold SpaceIQ for a total cash consideration of $10 million. Prior to the sale, the Company recorded an impairment loss of $23 million, on the assets held for sale, included in impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations for the year ended December 31, 2020. In July 2020, the Company sold certain non-core corporate equipment for total cash consideration of $46 million. Prior to the sale, the Company recorded an impairment loss of $14 million on the assets held for sale, included in impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations for the year ended December 31, 2020. In August 2020, the Company sold Flatiron LLC, Designation Labs LLC, SecureSet Academy LLC, Flatiron School UK Limited and Flatiron School Australia Pty Ltd (collectively "Flatiron") for total cash consideration of $29 million. Prior to the sale, the Company recorded an impairment loss of $3 million, during the year ended December 31, 2020, and also recorded a gain on sale of $6 million during the year ended December 31, 2020 included in impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations. Arthur Minson, WeWork’s former Co-Chief Executive Officer, is an investor in the entity that Carrick used to purchase Flatiron. In connection with the sale, the Company waived certain non-compete obligations for Mr. Minson to allow him to serve on the board of, and also invest in, Flatiron. During 2020, the Company sold the assets of two other non-core companies for total cash consideration of $2 million and a promissory note of $3 million. The promissory note receivable is included within equity method and other investments on the accompanying Consolidated Balance Sheets as of December 31, 2020, and was repaid during the year ended December 31, 2021. Prior to the classification as held for sale, the Company recorded an impairment loss on certain of these assets totaling $18 million and then recorded a gain on the ultimate sale totaling $3 million, both included as a component of impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations for the year ended December 31, 2020. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 6. 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 year ended December 31, 2022, the Company released $2 million of the holdback payable in cash and 329,670 shares of Class A common stock with a value of $1 million. As of December 31, 2022, $1 million remaining cash consideration was included in Other liabilities. As of December 31, 2022, $1 million of contingent consideration payable in Class A common stock was in included in additional paid-in capital on the accompanying 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 Consolidated Statements of Operations. During the year ended December 31, 2022, the Company recorded a gain of $2 million included in selling, general and administrative expenses on the accompanying Consolidated Statements of Operations. The allocation of the total acquisition consideration during the year ended December 31, 2022 is estimated as follows: 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 There were no acquisitions during the year ended December 31, 2021. During the year ended December 31, 2020, the Company released acquisition holdbacks of $40 million of cash, $2 million of preferred stock, representing 26,716 shares of Series AP-4 Preferred Stock, and $0 common stock, representing 106,775 shares of Class A Common Stock relating to acquisitions that occurred prior to 2020, following the satisfaction of requirements per the terms of the relevant acquisition agreements. During the year ended December 31, 2022 the Company incurred acquisition transaction costs of $1 million included in selling, general and administrative expenses in its Consolidated Statements of Operations. During the years ended December 31, 2021 and 2020 the Company did not incur any acquisition transaction costs. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | Note 7. Prepaid Expenses Prepaid expenses consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Prepaid member referral fees and deferred sales incentive compensation (Note 19) $ 55 $ 52 Prepaid lease costs 32 40 Prepaid income taxes 31 33 Prepaid software 13 21 Other prepaid expenses 7 34 Total prepaid expenses $ 138 $ 180 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 8. Other Current Assets Other current assets consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Assets held for sale (includes $7 cash) $ 52 $ — Net receivable for value added tax (“VAT”) 40 124 Straight-line revenue receivable 24 31 Deposits held by landlords 13 41 Other current assets 26 42 Total other current assets $ 155 $ 238 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 9. Property and Equipment, Net Property and equipment, net, consists of the following: December 31, (Amounts in millions) 2022 2021 Leasehold improvements $ 5,517 $ 5,959 Furniture 723 769 Equipment 447 473 Construction in progress 96 177 Finance lease assets 46 47 Property and equipment 6,829 7,425 Less: accumulated depreciation (2,438) (2,051) Total property and equipment, net $ 4,391 $ 5,374 |
Consolidated VIEs and Noncontro
Consolidated VIEs and Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated VIEs and Noncontrolling Interests | Note 10. Consolidated VIEs and Noncontrolling Interests As of December 31, 2022 and 2021, 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 noncontrolling interests and Noncontrolling interests on WeWork's Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss, respectively. The following table includes selected consolidated financial information as of December 31, 2022 and 2021 of the Company's consolidated VIEs, as included in its Consolidated Financial Statements, in each case, after intercompany eliminations. December 31, 2022 December 31, 2021 (Amounts in millions) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE Balance Sheets information: Cash and cash equivalents $ 55 $ 6 $ 101 $ 8 Property and equipment, net 498 — 621 — Restricted cash 3 — 10 — Total assets 2,299 10 2,708 15 Long-term debt, net 3 — 6 — Total liabilities 2,176 3 2,368 3 Redeemable stock issued by VIEs 80 — 80 — Total net assets (3) 43 7 260 12 The following tables include selected consolidated financial information for the years ended December 31, 2022, 2021 and 2020, of the Company's consolidated VIEs, as included in its Consolidated Financial Statements, for the periods they were considered VIEs and in each case, after intercompany eliminations. Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 (Amounts in millions) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE Statements of Operations information: Total revenue $ 429 $ 14 $ 262 $ 15 $ 498 $ 21 Net income (loss) (252) 3 (192) 2 (750) (3) Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 (Amounts in millions) SBG JVs (1) Other VIEs (2) 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 $ (107) $ 5 $ (117) $ 5 $ (38) $ 3 Net cash used in investing activities (16) — (27) — $ (237) $ (1) Net cash provided by (used in) financing activities 42 (8) 94 (1) $ 73 $ (2) (1) The “SBG JVs” include JapanCo, LatamCo, ChinaCo and PacificCo, as of and for the periods that each represented a consolidated VIE. The ChinaCo Deconsolidation occurred on October 2, 2020 and as a result, ChinaCo results and balances are not included above for the period subsequent to deconsolidation. The PacificCo Roll-up occurred on April 17, 2020 and as a result, PacificCo results and balances are not included above for the period subsequent to April 17, 2020. 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 December 31, 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 December 31, 2022 and 2021 and ordinary shares in LatamCo totaling $80 million as of December 31, 2022 and 2021 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 are negative as of December 31, 2022 and December 31, 2021. (2) For the years ended December 31, 2022 and 2021, "Other VIEs" includes WeCap Manager and WeCap Holdings Partnership. For the year ended December 31, 2020, "Other VIEs” includes WeCap Manager, WeCap Holdings Partnership, WeWork Waller Creek, 424 Fifth Venture and the Creator Fund in the periods prior to any disposal or deconsolidation as discussed above. (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 assets is not required for the Company’s Other VIEs as of December 31, 2022. See Note 26 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 interest on its 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 years ended December 31, 2022 and 2021, NAM WWC Holdings, LLC owned 2.72% and 2.74%, respectively, of the WeWork Partnership and the Company allocated a loss of $56 million and $16 million for the years ended December 31, 2022 and 2021, respectively, which was based on the relative ownership interests of Class A common unit holders in the WeWork Partnership in the Company’s Consolidated Statements of Operations. 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. During the year ended December 31, 2022, JapanCo received additional contributions from the members, including an additional contribution of $31 million from affiliates of SBG resulting in no change in ownership 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. Prior to the Business Combination, the Series A Preferred Stock were redeemable under certain circumstances set forth in the membership agreement at the option of the holder. Due to these redemption features as of December 31, 2020, the portion of consolidated equity attributable to the outside investors' interests in JapanCo are reflected as redeemable noncontrolling interests, within the mezzanine section of the Consolidated Balance Sheets. Effective on the Closing of the Business Combination (as described in Note 3) the redemption features were eliminated and the noncontrolling interests are reflected in the equity section of the accompanying Consolidated Balance Sheets as of December 31, 2022 and 2021. As long as the investors remain shareholders of JapanCo, 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"), an affiliate of SBG, for the sale of 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 noncontrolling interest within the mezzanine section of the accompanying Consolidated Balance Sheets as of 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 $13 million to LatamCo, and remains as guarantor on certain lease obligations, in exchange for ordinary shares of LatamCo. 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 27). 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 of December 31, 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, the remaining liability is approximately $29 million as of December 31, 2022. 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 December 31, 2022 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. 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. 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 interest in the equity section of the accompanying Consolidated Balance Sheets as of December 31, 2022 and 2021. 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 years ended December 31, 2022, 2021 and 2020, the WeCap Manager recognized $14 million, $15 million and $25 million, respectively, in management fee income, which is classified as other revenue as a component of the Company's total revenue on the accompanying Consolidated Statements of Operations. 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 in September 2022 (each term as defined in Note 13), 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 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 in the equity section of the accompanying Consolidated Balance Sheets as of December 31, 2022 and 2021. 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 13 for additional details regarding the holdings of WeCap Holdings Partnership. As of December 31, 2022 and 2021, JapanCo, LatamCo, WeCap Manager, and WeCap Holdings Partnership are the Company's only consolidated VIEs. During the year ended December 31, 2020, 424 Fifth Venture, Creator Fund, ChinaCo, and PacificCo, each as discussed and defined below, are no longer VIEs of the Company. 424 Fifth Venture The 424 Fifth Venture is a consolidated subsidiary of the Company which was owned 17.2% by the Company, 44.8% by the WPI Fund and 38.0% by another investor, immediately prior to the redemption of the noncontrolling interest holders in March 2020 described below ("424 Fifth Venture"). Prior to redemption in March 2020, the Company was determined to be the primary beneficiary of 424 Fifth Venture as (i) the Company had the power to direct the activities of 424 Fifth Venture through the Company's role as development manager and master lease tenant of the ongoing development project (as described below) and (ii) the obligation to absorb losses and receive benefits through its equity ownership. Accordingly, the portion of consolidated equity attributable to the interest of the 424 Fifth Venture's other investors was reflected as noncontrolling interest within the equity section of the accompanying Consolidated Balance Sheets. Upon completion of the redemption of the noncontrolling interest holders in March 2020, the 424 Fifth Venture became a wholly owned subsidiary of the Company . In March 2020, the real estate investment located in New York City ("424 Fifth Property") was sold by the 424 Fifth Venture to an unrelated third party for a gross purchase price of approximately $978 million. Included in the sale was $357 million in land and $654 million in construction in progress associated with the investment. The $930 million in net cash proceeds received at closing were net of closing costs and holdbacks. Of the total consideration, $15 million was held back at closing, of which $5 million and $10 million was received as of December 31, 2022 and 2021. The Company recognized an impairment loss on the assets sold totaling $54 million, included in impairment expense/(gain on sale) of goodwill, intangibles and other assets on the accompanying Consolidated Statements of Operations during the year ended December 31, 2020. The underlying debt facility that secured the 424 Fifth Property since acquisition was extinguished upon the sale (see Note 17 for further details). In March 2020, in connection with the sale of the 424 Fifth Property, the Company also made a payment of $128 million to the 424 Fifth Venture and the 424 Fifth Venture made redemption payments to the noncontrolling interest holders totaling $315 million including a return of capital of $272 million and a return on their capital of $43 million. The sale and debt extinguishment also resulted in the termination in March 2020 of the Company’s original development management agreements over the property, its 20 year master lease of the property, its $1.2 billion lease guaranty, various loan guarantees, various loan covenant requirements and various partnership guarantees and indemnities entered into in connection with the original acquisition. Upon the sale of the property, 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 (see Note 19 for further details). Creator Fund During 2018, the Company launched a fund (the “Creator Fund”) that previously made investments in recipients of WeWork's “Creator Awards” and other investments through use of a venture capital strategy. A wholly-owned subsidiary of the Company was the managing member of the Creator Fund. As of September 17, 2020, the Creator Fund had received contributions from SoftBank Group Capital Limited totaling $72 million, representing 99.99% of the interest of the Creator Fund. No contributions were received during the years ended December 31, 2022 and 2021, respectively. Prior to the transfer of rights described below, the Company was determined to be the primary beneficiary of the Creator Fund as (i) the Company had the power to direct the activities of the Creator Fund as the managing member and (ii) the obligation to absorb losses and receive benefits through its carried interest. Prior to the the transfer of rights discussed below, the portion of consolidated equity attributable to the interest of the Creator Fund’s investors prior to the transfer of rights was reflected as Noncontrolling interests, within the equity section of the Consolidated Statements of Changes in Convertible Preferred Stock, Noncontrolling Interest and Equity. In September 2020, the Company agreed to transfer its rights as managing member and all of its other rights, titles, interests, obligations and commitments in respect of the Creator Fund to an affiliate of SBG. Accordingly, the Company no longer has a variable interest in the Creator Fund and is no longer the primary beneficiary and the Company has deconsolidated the net assets of the Creator Fund and removed the carrying amount of the Noncontrolling interest from the Consolidated Balance Sheets as of December 31, 2020. As substantially all of the net assets of the Creator Fund were previously allocated to the noncontrolling interests, no gain or loss was recognized on deconsolidation of the Creator Fund. In connection with this transaction, the parties also agreed that WeWork would not be required to reimburse SBG for the $22 million Creator Awards production services reimbursement obligation payable to an affiliate of SBG as of December 31, 2019, as described in Note 27. As SBG is a principal shareholder of the Company, the forgiveness of this obligation was accounted for as a capital contribution and reclassified from Liabilities to Additional paid-in-capital during the year ended December 31, 2020. ChinaCo During 2017 and 2018, a consolidated subsidiary of the Company (“ChinaCo”) sold to investors $500 million of Series A Preferred Stock at a price of $10.00 per share and a liquidation preference of $10.00 per share and $500 million of Series B Preferred Stock at a price of $18.319 per share and a liquidation preference of $18.319 per share. Prior to the ChinaCo Agreement (defined below), the Series A Preferred Stock were redeemable under certain circumstances set forth in the shareholders' agreement at the option of the holder. Due to these redemption features the portion of consolidated equity attributable to ChinaCo's Series A and B Preferred shareholders were reflected as redeemable noncontrolling interests , within the mezzanine section of the accompanying Consolidated Balance Sheets as of December 31, 2019. As of December 31, 2019, ChinaCo had also issued a total of 45,757,777 Class A Ordinary Shares in connection with an acquisition of naked Hub Holdings Ltd. (“naked Hub”) that occurred during 2018 and an additional 2,000,000 Class A Ordinary Shares to a consultant as described in Note 24. The portion of consolidated equity attributable to ChinaCo's Class A Ordinary shareholders were reflected as noncontrolling interest, within the equity section of the Consolidated Statements of Changes in Convertible Preferred Stock, Noncontrolling Interest and Equity for the year ended December 31, 2019. Pursuant to the terms of the shareholders' agreement of ChinaCo, as long as certain investors remain shareholders of ChinaCo, ChinaCo will be the exclusive operator of the Company’s businesses in the “Greater China” territory, defined in the agreement to include China, Hong Kong, Taiwan and Macau. In August 2020, a wholly owned subsidiary of WeWork Inc. made a short-term loan to ChinaCo totaling $25 million (the "ChinaCo Loan"). In connection with ChinaCo's 2018 acquisition of naked Hub, as of December 31, 2019, ChinaCo also had a $191 million obligation to reimburse a wholly owned subsidiary of WeWork Inc. for WeWork Inc. shares issued to the sellers of naked Hub (the "Parent Note"). As ChinaCo was consolidated as of December 31, 2019, the Parent Note was eliminated against the Company's receivables in the Company's Consolidated Financial Statements. In September 2020, the shareholders of ChinaCo and an affiliate of TrustBridge Partners ("TBP"), also an existing shareholder of ChinaCo, executed a restructuring and Series A subscription agreement (the "ChinaCo Agreement"). Pursuant to the ChinaCo Agreement, TBP agreed to subscribe for a new series of ChinaCo shares for $100 million in total gross proceeds to ChinaCo, received in connection with the initial investment closing on October 2, 2020 (the “Initial Investment Closing”) and an additional $100 million in gross proceeds to ChinaCo, with such additional shares issued and proceeds to be received at the earlier of 1 year following the Initial Investment Closing or such earlier date as determined by the ChinaCo board, to the extent such funds are necessary to support the operations of ChinaCo (the “Second Investment Closing”). The ChinaCo Agreement also included the restructuring of the ownership interests of all other preferred and ordinary shareholders’ interests into new ordinary shares of ChinaCo and the conversion of the $191 million Parent Note and certain other net intercompany payables totaling approximately $42 million, payable by ChinaCo to various wholly owned subsidiaries of WeWork Inc. into new ordinary shares of ChinaCo such that subsequent to the Initial Investment Closing in October 2020, and as of December 31, 2020, WeWork held 21.6% of the total shares issued by ChinaCo. On September 29, 2021, TBP provided $100 million to ChinaCo, effectuating the Second Investment Closing. The Company's remaining interest was diluted down to 19.7% in connection with the Second Investment Closing. Prior to the Second Investment Closing TBP held a total of 50.5% of the total shares issued by ChinaCo subsequent to the Initial Investment Closing. As of December 31, 2022 , and following the Second Investment Closing, TBP holds 55.0% of the total shares. TBP's shares are preferred shares which have a liquidation preference totaling $100 million and $200 million as of the Initial Investment Closing and the Second Investment Closing, respectively. Upon the Initial Investment Closing on October 2, 2020, ChinaCo received the $100 million in gross proceeds from TBP and a portion of those proceeds were used to repay WeWork $25 million for the ChinaCo Loan. In addition, pursuant to the terms of the ChinaCo Agreement, the rights of the ChinaCo shareholders were also amended such that upon the Initial Investment Closing, WeWork no longer retained the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. As a result, WeWork was no longer the primary beneficiary of ChinaCo and ChinaCo was deconsolidated from the Company's Consolidated Financial Statements on October 2, 2020 (the "ChinaCo Deconsolidation"). The Company's remaining 21.6% ordinary share investment was valued at $26 million upon deconsolidation and will be accounted for as an equity method investment as the Company has retained rights that allow it to exercise significant influence over ChinaCo as a related party. During the fourth quarter of 2020, the Company recorded a loss on the ChinaCo Deconsolidation of $153 million included in Impairment expense/(gain on sale) of goodwill, intangibles and other assets in the Consolidated Statements of Operations calculated based on the difference between (i) the $26 million fair value of the Company's retained equity method investment in ChinaCo plus the carrying amount of the noncontrolling interest in ChinaCo as of the date of the ChinaCo Deconsolidation, which was in a negative deficit position of $(23) million and (ii) the carrying value of ChinaCo's net assets just prior to the ChinaCo Deconsolidation of $157 million. The remeasurement loss recognized on deconsolidation primarily relates to the remeasurement of our retained equity method investment in ChinaCo, recorded at fair value upon deconsolidation, in comparison to the carrying value of the net intercompany receivables that were converted into equity in ChinaCo in conjunction with the ChinaCo restructuring that ultimately resulted in the ChinaCo Deconsolidation. The net assets of ChinaCo that were deconsolidated on October 2, 2020, included a total of $344 million of goodwill related to ChinaCo's 2018 acquisition of naked Hub. As this goodwill was integrated into the Company's single reporting unit, upon deconsolidation of a portion of the reporting unit, the Company's total goodwill was reallocated among the Company and ChinaCo on a relative fair value basis with $316 million of ChinaCo's goodwill retained by the Company with a corresponding increase to additional paid-in capital and $29 million of ChinaCo's goodwill was deconsolidated. See Note 27 for details regarding various related party fees payable by ChinaCo to the Company subsequent to the ChinaCo Deconsolidation. ChinaCo contributed the following to the Company's Consolidated Statements of Operations prior to its deconsolidation on October 2, 2020, in each case excluding amounts that eliminate in consolidation: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Revenue $ — $ — $ 206 Location operating expenses — — 266 Pre-opening location expenses — — 14 Selling, general and administrative expenses — — 69 Restructuring and other related (gains) costs — — (19) Impairment expense/(gain on sale) of goodwill, intangibles and other assets — — 450 Depreciation and amortization — — 39 Total expenses — — 819 Total interest and other income (expense), net — — 3 Net loss $ — $ — $ (610) Net (loss) income attributable to WeWork Inc. $ — $ — $ (63) PacificCo During 2017, a consolidated subsidiary of the Company (“PacificCo”) sold $500 million of Series A-1 Preferred Stock at a price of $10.00 per share and a liquidation preference of $10.00 per share to an affiliate of SBG. PacificCo was the operator of the Company’s businesses in selected markets in Asia other than those included in the Greater China and Japan territories described above, including but not limited to Singapore, Korea, the Philippines, Malaysia, Thailand, Vietnam and Indonesia. The initial closing occurred on October 30, 2017 and all of the PacificCo Series A-1 Preferred Stock was issued at that time, however the Company received contributions totaling $200 million at the initial closing and an additional $100 million during the year ended December 31, 2018. Pursuant to the terms of the agreement an additional $100 million was required to be contributed in each of 2019 and 2020. The Company received $100 million in August 2019 and the remaining $100 million scheduled to be received in 2020 was canceled effective upon our entry into a definitive agreement providing for the completion of the PacificCo Roll-up (as defined below) in connection with the SoftBank Transactions in March 2020. In October 2019, in connection with the SoftBank Transactions, the Company, SBG and SoftBank Vision Fund agreed to use reasonable best efforts to negotiate and finalize the final forms for the exchange of all interests held by affiliates of SBG in PacificCo for 28,489,311 shares of the Company's Series H-1 or H-2 Convertible Preferred Stock with a liquidation preference of $14.04 per share (the "PacificCo Roll-up"). On March 31, 2020, the Company signed the definitive agreements for the PacificCo Roll-up and in April 2020, the Company closed the PacificCo Roll-up and issued 28,489,311 shares of the Company's Series H-1 Convertible Preferred Stock. Upon completion of the PacificCo Roll-up in April 2020, PacificCo became a wholly owned subsidiary of the Company and is no longer a VIE. The 28,489,311 shares of Series H-1 Convertible Preferred Stock issued in connection with the PacificCo Roll-up had a fair value of $9.84 per share upon issuance to affiliates of SBG in April 2020. As the share exchange represents an increase in the Company's ownership of PacificCo while control of PacificCo was retained, the carrying amount of the noncontrolling interest was adjusted to reflect the change in the Company's ownership interest in PacificCo and the Company accounted for the share exchange as an equity transaction with no gain or loss recognized on the acquisition of the noncontrolling interests. Just prior to the PacificCo Roll-up, the PacificCo noncontrolling interest had a carrying value on the Company's Consolidated Balance Sheets of $93 million, including $10 million in accumulated other comprehensive income previously allocated to the noncontrolling interest holders. Upon consummation of the PacificCo Roll-up, the noncontrolling interest was reduced by the entire $93 million carrying value and the $10 million of accumulated other comprehensive income was allocated to the Company to adjust for the change in ownership of PacificCo through a corresponding charge to additional paid-in capital. The difference between the $280 million fair value of the Series H-1 Convertible Preferred Stock issued as |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 11. Goodwill The Company has one reporting unit, which has negative equity for the years ended December 31, 2022 and 2021. Goodwill includes the following activity during the years ended December 31, 2022 and 2021: Year Ended December 31, (Amounts in millions) 2022 2021 Balance at beginning of period $ 677 $ 679 Goodwill acquired 10 — Effect of foreign currency exchange rate changes (2) (2) Balance at end of period $ 685 $ 677 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 12. Intangible Assets, Net Intangible assets, net consist of the following: December 31, 2022 (Amounts in millions) Weighted-Average Gross Carrying Amount Intangibles Sold Accumulated Amortization Net Carrying Amount Capitalized software 2.0 $ 123 $ — $ (85) $ 38 Other finite-lived intangible assets - customer relationships and other 8.9 30 — (16) 14 Total intangible assets, net $ 153 $ — $ (101) $ 52 December 31, 2021 (Amounts in millions) Weighted-Average Gross Carrying Amount Intangibles Sold Accumulated Amortization Net Carrying Amount Capitalized software 2.5 $ 134 $ — $ (80) $ 54 Other finite-lived intangible assets - customer relationships and other 6.7 17 — (14) 3 Indefinite-lived intangible assets - trademarks 2 (2) — — Total intangible assets, net $ 153 $ (2) $ (94) $ 57 Amortization expense of intangible assets was $30 million, $27 million and $31 million for the years ended December 31, 2022, 2021 and 2020, respectively. Future amortization expense related to intangible assets as of December 31, 2022 is expected to be as follows: (Amounts in millions) Total 2023 $ 24 2024 14 2025 6 2026 2 2027 2 2028 and beyond 4 Total $ 52 |
Equity Method and Other Investm
Equity Method and Other Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Equity Method and Other Investments | Note 13. Equity Method and Other Investments The Company's investments consist of the following: December 31, 2022 December 31, 2021 (Amounts in millions, except percentages) Carrying Cost Percentage Carrying Investee Investment Type Value Basis Ownership Value IndiaCo (1) Equity method investment $ 29 $ 105 27.5% $ 34 WPI Fund (2) Equity method investment 25 36 8.0% 93 Investments held by WeCap Holdings Partnership (3) Equity method investments 4 5 Various 72 ChinaCo (4) Equity method investment — 29 19.7% — Other (5) Various 5 6 Various 1 Total equity method and other investments $ 63 $ 181 $ 200 (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 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 years ended December 31, 2022, 2021, and 2020, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling $1 million, $19 million, and $44 million, respectively, included in Income (loss) from equity method and other investments. 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 years ended December 31, 2021 and 2020. During the years ended December 31, 2022, 2021, and 2020 , the Company recorded $3 million, $(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 year ended December 31, 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%. In December 2022, the Company pledged 8,467,347 of its 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 December 31, 2022, the fair value of the pledge was determined to be $0.4 million and recognized as an increase to the carrying value of the investment. See Note 18 for details regarding the IndiaCo share pledge. IndiaCo constructs and operates workspace locations in India using WeWork’s branding, advice and sales model. Per the terms of an agreement the Company also receives a management fee from IndiaCo. The Company recorded $7 million, $6 million, and $2 million of management fee income from IndiaCo during the years ended December 31, 2022, 2021, and 2020 , respectively. Management fee income is included within service revenue as a component of total revenue in the accompanying Consolidated Statements of Operations. (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. (3) As discussed in Note 10, 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 year ended December 31, 2022, the Company recorded an other-than-temporary impairment charge of $6 million, included as a component of income (loss) from equity method investments in the accompanying 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 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 connection with the Second Investment Closing on September 29, 2021. See Note 27 for details regarding various related party fees payable by ChinaCo to the Company. (5) The Company holds various other investments as of December 31, 2022 and 2021. 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 5.38% ownership on a fully diluted basis. Upflex is a coworking aggregator and global flexible workplace startup. As of December 31, 2022, the WPI Fund, ARK Master Fund, IndiaCo, ChinaCo and certain other entities in which the Company has or WeCap Holdings Partnership have 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 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 the $4 million in lease guarantees provided to landlords of ChinaCo by the Company, and the IndiaCo share pledge, both as described in Note 27. The Company's maximum loss is limited to the amount of its net investment in these VIEs, the $4 million in ChinaCo lease guarantees, the fair value of the IndiaCo shares pledged determined to be 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 in the Consolidated Statements of Operations as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Income (loss) from equity method investments $ (17) $ (18) $ (45) No allowance or unrealized gains or losses had been recorded as of December 31, 2022. As of 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. The table below provides a summary of contributions made to and distributions received from the Company's investments: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Contributions made to investments $ 8 $ 27 $ 99 Distributions received from investments $ 65 $ 3 $ 48 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 14. Other Assets Other non-current assets consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Deferred financing costs, net (Note 17): Deferred financing costs, net — SoftBank Senior Unsecured Notes Warrant (1) $ 275 $ 382 Deferred financing costs, net — 2020 LC Facility Warrant and LC Warrant issued to SBG (1),(2) 74 207 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to SBG (1),(2) 35 7 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to third parties (1),(2) 23 8 Total deferred financing costs, net (1),(2) 407 604 Other assets: Security deposits with landlords 210 237 Long-term receivable for value added tax 55 — Straight-line revenue receivable 36 40 Restricted cash 5 11 Other long-term prepaid expenses and other assets 27 32 Total other assets $ 740 $ 924 (1) Amounts are net of accumulated amortization totaling $581 million and $377 million as of December 31, 2022 and 2021, respectively. See Note 17 for amortization incurred during the period. (2) During the year ended December 31, 2022, a total of $58 million unamortized deferred financing costs were expensed in connection with the amendments to the Credit Agreement (both as discussed in Note 26). |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Note 15. Other Current Liabilities Other current liabilities consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Liabilities held for sale $ 83 $ — Refunds payable to former members 45 34 Current portion of long-term debt (See Note 17) 22 29 Other current liabilities 22 15 Total other current liabilities $ 172 $ 78 |
Warrant Liabilities, net
Warrant Liabilities, net | 12 Months Ended |
Dec. 31, 2022 | |
Class of Warrant or Right [Abstract] | |
Warrant Liabilities, net | Note 16. Warrant Liabilities, net Warrant liabilities, net consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Private warrant liability: Private warrant liability at issuance $ 18 $ 18 (Gain) loss from change in fair value of warrant liabilities (13) (2) Less: Reclassification to equity (4) — Total Private Warrant Liability, at fair value 1 16 SoftBank Debt Financing Warrant Liability (Note 14): SoftBank Senior Unsecured Notes Warrant liability capitalized as deferred financing cost at issuance — 569 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments — (58) Less: Senior Unsecured Notes Warrant liability deferred financing cost adjustment — (1) Less: Exercise of warrants into Series H-3 Convertible Preferred Stock — (475) Less: Reclassification to Equity — (35) Total SoftBank Senior Unsecured Notes Warrant Liability, at fair value — — 2020 LC Facility Warrant liability capitalized as deferred financing cost at issuance — 284 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments — (29) Less: 2020 LC Facility Warrant liability deferred financing cost adjustment — — Less: Exercise of warrants into Series H-3 Convertible Preferred Stock — (237) Less: Reclassification to Equity — (18) Total LC Facility Warrant Liability, at fair Value — — Total SoftBank Debt Financing Warrant Liability, at fair value — — Total warrant liabilities, net $ 1 $ 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 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 $1 million as of December 31, 2022. See Note 23 for further details on the Public Warrants and the Private Warrants. 2019 Warrant —In January 2019, the Company entered into a warrant with an affiliate of SBG, pursuant to which the Company agreed to issue shares of the Company's capital stock (the “2019 Warrant”). Under the terms of the original 2019 Warrant, in exchange for the issuance of the Company’s capital stock, an affiliate of SBG was to make a payment of $1.5 billion on April 3, 2020. The right of such affiliate of SBG to receive shares of the Company’s capital stock was to be automatically exercised on April 3, 2020 at a per-share price of $133.15. During the year ended December 31, 2019, the Company recognized an additional capital contribution of $220 million and an equal off-setting amount within additional paid-in capital representing the fair value of the 2019 Warrant prior to being drawn. The measurement of the 2019 Warrant was considered to be a Level 3 fair value measurement, as it was determined using observable and unobservable inputs. In October 2019, in accordance with the SoftBank Transactions, the 2019 Warrant was amended to accelerate SBG's obligation for payment of $1.5 billion from April 3, 2020 to October 30, 2019, and the exercise price was amended from $133.15 per share to $14.05 per share for a new security in the form of Series H-1 or H-2 Convertible Preferred Stock. The Company received the $1.5 billion on October 30, 2019, and issued 14,244,654 shares of Series H-1 Convertible Preferred Stock on November 4, 2019. Upon issuance, the shares of Series H-1 Convertible Preferred Stock were recorded at $200 million less issuance costs of $39 million. Upon the draw, the Company reclassified $220 million of the equity asset that was established upon entering into the arrangement in January 2019 from its Consolidated Balance Sheets. The remaining 92,590,259 shares of Series H-1 Convertible Preferred Stock were issued in April 2020. Upon issuance, the shares of Series H-1 Convertible Preferred Stock were recorded at $911 million, equal to the fair value of the 2019 Warrant on the date of issuance of the shares. The Company recorded the following changes in fair value included in gain (loss) from change in fair value of warrant liabilities on the accompanying Consolidated Statements of Operations: Year Ended December 31, (Amounts in millions) 2022 2021 2020 SoftBank Senior Unsecured Notes Warrant $ — $ (230) $ 289 2020 LC Facility Warrant — (115) 144 Private Warrants 11 2 — 2019 Warrant — — 387 Total $ 11 $ (343) $ 820 |
Long-Term Debt, Net, SoftBank D
Long-Term Debt, Net, SoftBank Debt Financing and Interest Expense | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt, Net, SoftBank Debt Financing and Interest Expense | Note 17. Long-Term Debt, Net, SoftBank Debt Financing and Interest Expense Long-term debt, net consists of the following: Maturity Interest December 31, December 31, (Amounts in millions, except percentages) 7.875% Senior Notes: Outstanding principal balance 2025 7.875% $ 669 $ 669 Less: unamortized debt issuance costs (7) (9) Total 7.875% Senior Notes, net 662 660 Junior LC Tranche (Note 26): Outstanding principal balance (1) 2025 9.593% 350 — Less: unamortized debt issuance costs (7) — Total Junior LC Tranche, net 343 — Other Loans: Outstanding principal balance 2023 - 2026 3.3% - 20.9% 25 35 Less: current portion of Other Loans (See Note 15) (22) (29) Total non-current portion Other Loans, net 3 6 Total long-term debt, net $ 1,008 $ 666 (1) As of December 31, 2022, the reimbursement obligations under the Junior LC Tranche bear interest at the Term SOFR Rate with a floor of 0.75%, plus 6.50%. In February 2023, the Credit Agreement was amended to, among other things, increase the Junior LC Tranche to $470 million and extend the termination to March 2025 and increase the interest on the reimbursement obligations under the Junior LC Tranche to the Term SOFR Rate plus 9.90%, See Note 26 for details on amendment to the Credit Agreement. 7.875% Senior Notes — In April 2018, the Company issued $702 million in aggregate principal amount of unsecured senior notes due 2025 (the “7.875% Senior Notes”) at a 7.875% interest rate in a private offering pursuant to Rule 144A and Regulation S under the Securities Act. The Company's gross proceeds of $702 million from the issuance of the 7.875% Senior Notes were recorded net of debt issuance costs of $17 million. During 2019, the Company repurchased $33 million in aggregate principal amount of the 7.875% Senior Notes. The debt issuance costs are deferred and will be amortized into interest expense over the term of the 7.875% Senior Notes using the effective interest method. Interest on the 7.875% Senior Notes accrues and is payable in cash semi-annually in arrears on May 1 and November 1 of each year. The Company may redeem the 7.875% Senior Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. The 7.875% Senior Notes mature on May 1, 2025 at 100% of par. No 7.875% Senior Notes were repurchased during the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, $669 million in aggregate principal amount remains outstanding. Upon the occurrence of certain change of control triggering events, the Company may be required to repurchase the 7.875% Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest through the date of repurchase. The 7.875% Senior Notes contain certain restrictive covenants that limit the Company's ability to create certain liens, to enter into certain affiliated transactions and to consolidate or merge with, or convey, transfer or lease all or substantially all of its assets, subject to important qualifications and exceptions. The 7.875% Senior Notes (i) rank equally in right of payment with the 5.00% Senior Notes, any payment obligations under the Credit Agreement and the Secured Notes and any existing and future senior indebtedness of the Company, (ii) are senior in right of payment to any existing and future subordinated obligations of the Company, and (iii) are effectively subordinated to all secured indebtedness of the Company (including obligations under the Credit Agreement and the Secured Notes discussed in Note 26) to the extent of the value of the collateral securing such indebtedness, and are structurally subordinated to all liabilities of any subsidiary that does not guarantee the 7.875% Senior Notes. The 7.875% Senior Notes are unconditionally guaranteed on a senior basis by each of our subsidiaries that guarantees obligations under the Credit Agreement or certain other indebtedness of the Company as a guarantor, including the 5.00% Senior Notes and the Secured Notes. As of December 31, 2022, each restricted subsidiary that guaranteed obligations under the Credit Agreement, the 5.00% Senior Notes and the Secured Notes discussed in Note 26 also guaranteed the 7.875% Senior Notes. Subsequent to the July 2019 legal entity reorganization, WeWork Companies LLC and WW Co-Obligor Inc. (together, the "Issuers") are co-obligors of the 7.875% Senior Notes, which notes are 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 December 31, 2022, based on the covenants and other restrictions of the 7.875% 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, for additional details regarding the net assets of WeWork Companies LLC. The indenture that governs the 7.875% Senior Notes (the "Unsecured Indenture") 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 Unsecured Indenture are subject to us having Minimum Growth-Adjusted EBITDA (as defined in the Unsecured Indenture) for the most recent four consecutive fiscal quarters. For incurrences in fiscal years ending December 31, 2022-2025, the Minimum Growth-Adjusted EBITDA required for the immediately preceding four consecutive fiscal quarters is $2.0 billion. For the four quarters ended December 31, 2022, the Company's Minimum Growth-Adjusted EBITDA, as calculated in accordance with the Unsecured 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 certain circumstances, unless such Minimum Growth-Adjusted EBITDA increases above the threshold required. The restrictions of the Unsecured Indenture do not impact our ability to access the unfunded commitments pursuant to the Secured NPA. Other Loans — As of December 31, 2022 and 2021, the Company had various other loans (the “Other Loans”) with outstanding principal amounts of $25 million and $35 million, respectively, and interest rates ranging from 3.3% and 20.9%, respectively. During the years ended December 31, 2022 and 2021, the Company repaid $6 million and $4 million, respectively, of principal and recorded no loss on extinguishment of debt in connection with the prepayment of principal of Other Loans. During the year ended December 31, 2020 the Company repaid $54.5 million of principal and recorded a $1.0 million loss on extinguishment of debt in connection with the prepayment of principal of Other Loans during the year ended December 31, 2020. 424 Fifth Venture Loans — On February 8, 2019, the 424 Fifth Venture entered into three loans (collectively, the "424 Fifth Venture Loans") relating to the 424 Fifth Property and development project with availability totaling $900 million. In March 2020, the 424 Fifth Property was sold and a portion of the sale proceeds were utilized to repay the principal and interest outstanding on the 424 Fifth Venture Loans in full. The Company accounted for this repayment as a debt extinguishment in accordance with ASC 470, Debt and recorded a loss of $72 million included within loss on extinguishment of debt on the Consolidated Statements of Operations for the year ended December 31, 2020. The loss on extinguishment represents the difference between the $757 million in cash paid, including a prepayment penalty and various other closing costs totaling $56 million and the net carrying amount of the debt and unamortized debt issuance costs immediately prior to the extinguishment of $685 million. This extinguishment was not considered to be a troubled debt restructuring. During 2020, for the period prior to extinguishment, the weighted average interest rate on the 424 Fifth Venture Loans was 7.8% and $10 million of interest expense was originally included within the Company's construction in progress balance as a component of property and equipment, immediately prior to the sale, as the 424 Fifth Property was under development and not ready for its intended use before it was sold. The 424 Fifth Venture Loans were secured only by the assets and equity of the 424 Fifth Venture, and were recourse to the Company in certain limited circumstances, and the Company had provided certain customary performance guarantees standard for real estate and construction financing. SoftBank Debt Financing — In October 2019, in connection with the SoftBank Transactions, the Company entered into an agreement with SBG for additional financing (the "SoftBank Debt Financing"). The agreement included a commitment from SBG for the provision 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 Senior Secured Notes"), (ii) $2.2 billion of 5.00% Senior Notes with associated warrants issued to SBG 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 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 of $0.01 per share. In December 2021, in connection with the LC Facility Extension, the Company issued to SBG a warrant (the "LC Warrant") to purchase 11,923,567 shares of Class A common stock at a price per share equal to $0.01. In March 2022, the LC Warrant was transferred to SVF II WW (DE) LLC. See Note 23 for additional details regarding the LC Warrant. Secured Notes The funding of the $1.1 billion of SoftBank Senior Secured Notes originally contemplated per the Master Transaction Agreement was contingent on the completion of the 2020 Tender Offer (as defined in Note 24), and the 2020 Tender Offer was not completed, therefore the SoftBank Senior Secured Notes was also considered terminated in April 2020. See Note 24 for additional details regarding the 2020 Tender Offer. During the year ended December 31, 2020, the Company expensed $6 million of financing costs previously deferred in connection with the SoftBank Senior Secured Notes included within selling, general and administrative expenses on the accompanying Consolidated Statements of Operations. In August 2020, the Issuers 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 12.50% senior secured notes. In March 2021, the Issuer and StarBright WW LP, an affiliate of SoftBank ("the Notes Purchaser") agreed to amend and restate the terms of the Master Senior Secured Notes Note Purchase Agreement that governs the SoftBank Senior Secured Notes 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. In October 2021, the Issuers and the Notes Purchaser entered into the Amended and Restated Master Senior Secured Notes Note Purchase Agreement (as amended, waived or otherwise modified from time to time, the "Secured NPA") for up to an aggregate principal amount of $550 million of senior secured debt in the form of 7.50% senior secured notes (the "Secured Notes"). Entry into the Secured NPA superseded and terminated the Master Senior Secured Notes Note Purchase Agreement and the letter agreement pursuant to which the Company would enter into the Secured NPA. In December 2021, the Issuers and the Notes Purchaser entered into an amendment to the Secured NPA pursuant to which the Notes Purchaser agreed to extend its commitment to purchase up to an aggregate principal amount of $500 million of Secured Notes that may be issued by the Issuers under the Secured NPA from February 12, 2023 to February 12, 2024. In November 2022, the Issuers, the Notes Purchaser and SVF II, entered into a second amendment to the Secured NPA pursuant to which, among other things and subject to the terms and conditions set forth therein, (i) the Commitment, Draw Period (each as defined in the Secured NPA), and maturity date of the 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 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 Secured Notes then outstanding, (iv) the Notes Purchaser assigned its rights and obligations under the Secured NPA to SVF II and (v) the Company agreed to pay SVF II a commitment fee of $10 million, to be paid in quarterly installments beginning on January 10, 2024. The Company has the ability to draw the Secured Notes under the Secured NPA until March 15, 2025. Following the entry into the Transaction Support Agreement (as defined herein) in March 2023, the Company may draw upon the remaining $250 million in aggregate principal of Secured Notes, each draw subject to the terms of the Secured NPA, subject to the following schedule: (i) a draw request of $50 million which may be made no earlier than April 1, 2023; (ii) a subsequent draw request of no more than $75 million which may be made no earlier than May 1, 2023; (iii) another subsequent draw request of no more than $75 million which may be made no earlier than June 1, 2023; and if applicable, (iv) a draw request of $50 million thereafter. As of December 31, 2022 and 2021, no draw notices had been delivered pursuant to the Secured NPA and no Secured Notes were outstanding. In January 2023, the Issuers issued and sold $250 million of Secured Notes to SVF II under the Secured NPA. 5.00% Senior 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, the Issuers and the Notes Purchaser, entered into a Master Senior Unsecured Notes Note Purchase Agreement (as amended, waived or otherwise modified from time to time, the “Unsecured NPA”), pursuant to which the Notes Purchaser agreed to purchase from the Issuers up to $2.2 billion of 5.00% Senior 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. The 5.00% Senior Notes will mature on July 10, 2025 and bear interest at 5.00% per annum, payable semi-annually in cash. However, because the associated warrants obligated the Company to issue shares in the future, the implied interest rate upon closing was approximately 11.69%. Pursuant to the Unsecured NPA, the Notes Purchaser may notify the Issuer that it intends to engage an investment bank or investment banks to offer and sell all or a portion of the 5.00% Senior Notes outstanding to third-party investors in a private placement. On December 16, 2021, following the Notes Purchaser's exercise of its resale rights under the Unsecured NPA, the Issuers amended and restated the Original Unsecured Indenture (as so amended, the A&R Unsecured Indenture") to subdivide the 5.00% Senior Notes into two series, one of which consisted of $550 million in aggregate principal amount of 5.00% Senior Notes due 2025, Series II (the "5.00% Senior Notes, Series II"), and the other consisted of the remaining $1.65 billion in aggregate principal amount of 5.00% Senior Notes due 2025, Series I (the "5.00% Senior Notes, Series I"), and the Notes Purchaser (through certain initial purchasers) resold the 5.00% Senior Notes, Series II, to qualified investors in a private offering exempt from registration under the Securities Act. The 5.00% Senior Notes, Series I, remain held by the Notes Purchaser. The A&R Unsecured Indenture contains negative covenants that are substantially similar to those included in the Unsecured Indenture, as further described above. As of December 31, 2022, an aggregate principal amount of $2.2 billion of 5.00% Senior Notes were issued and none remained available for draw. The aggregate principal amount of $2.2 billion is reflected as 5.00% Senior Notes on the Consolidated Balance Sheets as of December 31, 2022 and 2021. SoftBank Debt Financing Costs due to SBG In connection with the 5.00% Senior 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 Consolidated Balance Sheets as of December 31, 2022 and 2021. This asset will be amortized into interest expense over the five year life of the 5.00% Senior Notes. In connection with the agreement by SoftBank Obligor to provide credit support for the 2020 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 Consolidated Balance Sheets as of December 31, 2022 and 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 LC Facility Extension (as defined in Note 26). 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 Consolidated Balance Sheets as of December 31, 2022 and 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. Other than customary adjustments for recapitalizations and other reorganizations, the warrants associated with the SoftBank Senior Unsecured Notes Warrant and the 2020 LC Facility Warrant (collectively, the "Penny Warrants" or the "SoftBank Debt Financing Warrant Liability") were subject to anti-dilution protection for any increase in the Company's capital stock outstanding prior to December 27, 2020. As a result SoftBank Obligor was entitled to an additional 5,057,306 number of warrants that were also outstanding as of December 31, 2020. The Penny Warrants became exercisable on April 1, 2020 and expire on December 27, 2024. In August 2021, the Penny Warrants were transferred to a wholly-owned subsidiary of SBG. Upon contract signing, the Company recorded an ASC 480 liability representing the fair value of the Penny Warrants. The measurement of the Penny Warrants is considered to be a Level 3 fair value measurement, as it was determined using observable and unobservable inputs. As of December 31, 2020, the SoftBank Debt Financing Warrant Liability totaled $419 million and was included as a component of the warrant liabilities, net on the accompanying Consolidated Balance Sheets. Upon the Business Combination, the SoftBank Debt Financing Warrant Liability was exchanged into WeWork Class A Common stock warrants, pursuant to the terms of the Merger Agreement. The WeWork Class A Common Stock warrants exchanged for the SoftBank Debt Financing Warrant Liability are equity-classified warrants and recognized in additional paid-in capital accompanying in the Consolidated Balance Sheets as of December 31, 2022 and 2021. See Note 23 for details of equity-classified warrants. In May 2022, WeWork Companies LLC entered into an amendment to the Credit Agreement (as discussed in Note 26) pursuant to which, among other things, the existing 2020 LC Facility was amended and subdivided into the $1.25 billion 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 LC Tranche which was then scheduled to terminate in November 2023 (both as defined in Note 26). In December 2022, the Company entered into a further amendment to the Credit Agreement (as discussed in Note 26) pursuant to which, among other things, (i) the termination date of 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 Tranche will be expensed in proportion to each creditor’s reduction in borrowing capacity. During the year ended December 31, 2022, the Company expensed $58 million of such unamortized deferred financing costs included as a component of interest expense on the Consolidated Statements of Operations. The remaining unamortized costs will be amortized over the term of the amended facility. In connection with the amendments to the Credit Agreement, $54 million of related costs were capitalized as a deferred financing cost and included, net of accumulated amortization, as a component of other assets on the accompanying Consolidated Balance Sheets as of December 31, 2022. In February 2023, the Company entered into a further amendment to the Credit Agreement (as discussed in Note 26) 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. 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 $35 million were paid as of December 31, 2021. During the year ended December 31, 2022, SBG waived its right to be reimbursed for $7 million of the remaining obligation. During the years ended December 31, 2022 and 2021, the Company made no additional payments on these obligations to SBG. As of December 31, 2022 and 2021, $8 million and $15 million, respectively, were included as a component of accounts payable and accrued expenses on the accompanying Consolidated Balance Sheets. In 2019, the Company allocated $20 million of the total costs as deferred financing costs included, net of accumulated amortization within other assets on the Consolidated Balance Sheets which will be amortized into interest expense over the life of the debt facility to which it was allocated. During the year ended December 31, 2020, $5 million of these costs were written off and were allocated to the terminated SoftBank Senior Secured Notes noted above. The Company allocated $15 million as equity issuance costs associated with the 2019 Warrant (as defined in Note 16), recorded as a reduction of the Series H-1 Preferred Share balance on the Consolidated Balance Sheets during the fourth quarter of 2019. The remaining $15 million was expensed as a transaction cost during the fourth quarter of 2019 as it related to various other components of the SoftBank Transactions which did not qualify for capitalization. SoftBank Debt Financing Costs due to Third Parties As of December 31, 2022 and 2021, the Company had capitalized a total of $23 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 Principal Maturities — Combined aggregate principal payments for current and long-term debt as of December 31, 2022 are as follows: (Amounts in millions) Long-term debt 5.00% Senior Notes Total Long-Term Debt and SoftBank Debt Financing 2023 $ 22 $ — $ 22 2024 2 — 2 2025 1,019 2,200 3,219 2026 1 — 1 2027 — — — 2028 and beyond — — — Total minimum payments $ 1,044 $ 2,200 $ 3,244 Interest Expense — The Company recorded the following Interest expense in the Consolidated Statements of Operations: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Interest expense on long-term debt and SoftBank debt financing: 5.00% Senior Notes $ 110 $ 99 $ 15 2020 LC Facility and LC Debt Facility (Note 26) 85 82 70 7.875% Senior Notes 53 53 53 Other 9 11 21 Total interest expense on long-term debt 257 245 159 Deferred financing costs amortization (Note 14): SoftBank unsecured deferred financing costs 106 106 80 SoftBank LC deferred financing costs (1) 144 101 90 Other debt financing costs 9 3 2 Total deferred financing costs amortization 259 210 172 Total interest expense $ 516 $ 455 $ 331 (1) The year ended December 31, 2022 included $58 million of deferred financing costs expensed in connection with the amendments to the Credit Agreement (as discussed in Note 26). |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 18. 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: 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 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 The tables below provide a summary of the changes in assets and liabilities recorded at fair value and classified as Level 3: 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 13) (33) — Balance at end of period $ — $ 34 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 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. The total Gain (loss) from change in fair value of warrant liabilities included in the Consolidated Statements of Operations are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 Selling, general and administrative expenses: Level 3 liabilities $ (2) $ — 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 $ 11 $ 2 Level 3 liabilities: SoftBank Senior Unsecured Notes Warrant — (230) 2020 LC Facility Warrant — (115) Total Level 3 liabilities — (345) Total gain (loss) from change in fair value of warrant liabilities: $ 11 $ (343) The valuation techniques and significant unobservable inputs used in the recurring fair value measurements categorized within Level 3 of the fair value hierarchy are as follows: December 31, 2022 Fair Value 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 $ 1 Probability weighted cash flow Probability adjustment 100% Other liabilities - IndiaCo share pledge $ — Discounted cash flow Risk-adjusted discount rate 12.3% December 31, 2021 Fair Value 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 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 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. As of December 31, 2022, assets 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 Consolidated Balance Sheets. As of December 31, 2021, there were no assets or related liabilities held for sale included on the accompanying Consolidated Balance Sheets. During the years ended December 31, 2022 and 2021, no 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. 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 $427 million, $757 million and $944 million during the years ended December 31, 2022, 2021 and 2020, respectively. During the year ended December 31, 2022, the Company also recorded impairment charges totaling $163 million relating to right-of-use assets and property and equipment with an as adjusted remaining carrying value totaling $1 billion as of December 31, 2022, valued based on Level 3 inputs representing market rent data for the market the right-of-use assets are located in. Due to uncertainty surrounding the Company's intent to complete certain software projects as a result of unforeseen delays and cost overruns, the Company concluded in the fourth quarter of 2022 that there was an impairment of such capitalized software related intangible assets. The Company recorded impairment charges and other write-offs of certain intangible assets, impairing such assets to a carrying value of zero, for impairment charges of $36 million for the year ended December 31, 2022, included in impairment expense/(gain on sale) of goodwill, intangibles and other assets on the accompanying Consolidated Statements of Operations. During the year ended December 31, 2022, the Company recorded an other-than-temporary impairment charge of $6 million related to DSQ, an equity method investee, prior to its subsequent sale in September 2022. 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 investments in DSQ for proceeds of $46 million. See Note 13 for details regarding the Company's investments in DSQ and subsequent sale. In December 2022, the Company pledged 8,467,347 of its 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 $66.5 million as of December 31, 2022). The Company has recognized this share pledge at fair value in accordance with ASC 460 - Guarantees , and determined it to be a Level 3 within the fair value hierarchy based on discounted cash flows. As of December 31, 2022 the Company guaranty has a fair value of $0.4 million and is included as a component of other liabilities on the accompanying Consolidated Balance Sheets. 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 December 31, 2022, the estimated fair value of the Company’s 7.875% Senior Notes, excluding unamortized debt issuance costs, was approximately $248 million based on recent trading activity (Level 1). For the remainder of the Company's long-term debt, the carrying value approximated the fair value as of December 31, 2022. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 19. Revenue Recognition Disaggregation of Revenue The following table provides disaggregated detail of the Company's revenue by major source for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (Amounts in millions) 2022 2021 2020 ASC 606 membership and service revenue $ 2,207 $ 1,567 $ 2,418 ASC 842 rental and service revenue 994 900 715 Total membership and service revenue 3,201 2,467 3,133 Other revenue (1) 44 103 283 Total revenue $ 3,245 $ 2,570 $ 3,416 (1) During the years ended December 31, 2022, 2021 and 2020, the Company recognized cost of revenue in the amount of $35 million, $91 million and $249 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, general and administrative expenses on the Consolidated Statements of Operations. Upon the sale of the Company's 424 Fifth Property in March 2020 (as discussed in Note 10), 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 years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $23 million, $69 million and $62 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: December 31, (Amounts in millions) 2022 2021 Contract assets (included in Accounts receivable and accrued revenue, net) $ 1 $ 28 Contract assets (included in Other current assets) 7 10 Contract assets (included in Other assets) 17 14 Deferred revenue (51) (42) Revenue recognized in accordance with ASC 606 during the years ended December 31, 2022 and 2021 included in Deferred revenue as of January 1 of the respective years was $26 million and $38 million, respectively. 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 Consolidated Balance Sheets: December 31, (Amounts in millions) 2022 2021 Prepaid expenses $ 55 $ 52 Other assets 21 23 The amortization of these costs is included as a component of selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. Year Ended December 31, (Amounts in millions) 2022 2021 2020 Amortization of capitalized costs to obtain a contract with a customer $ 90 $ 67 $ 94 Allowance for Credit Loss The following table provides a summary of changes of the allowance for credit loss for the years ended December 31, 2022 and 2021: December 31, (Amounts in millions) 2022 2021 Balance at beginning of period $ 63 $ 108 Provision charged to expense 4 15 Write-offs (19) (43) Changes for member collectability uncertainty (1) (33) (16) Effect of foreign currency exchange rate changes (2) (1) Balance at end of period $ 13 $ 63 (1) Commencing in 2020, the Company actively monitored its accounts receivable balances in response to COVID-19 and also ceased recording revenue on certain existing contracts where collectability is not probable. As of December 31, 2022, the Company determined collectability was not probable and did not recognize revenue totaling approximately $4 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 December 31, 2022, that will be recognized as revenue in future periods over the life of the customer contracts in accordance with ASC 606 was over $1.5 billion. Over half of the remaining performance obligation as of December 31, 2022 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 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 December 31, 2022 are as follows: (Amounts in millions) ASC 842 Revenue 2023 $ 648 2024 308 2025 148 2026 65 2027 37 2028 and beyond 32 Total $ 1,238 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 over $2.5 billion and $3.0 billion as of December 31, 2022 and 2021, respectively. The Company has excluded from these amounts contracts with variable consideration where revenue is recognized using the right to invoice practical expedient. |
Leasing Arrangements
Leasing Arrangements | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leasing Arrangements | Note 20. Leasing Arrangements The real estate operating lease cost incurred before a location opens for member operations is recorded in pre-opening location expenses on the accompanying Consolidated Statements of Operations. Once a location opens for member operations, the entire real estate operating lease cost is included in location operating expenses on the accompanying Consolidated Statements of Operations. Real estate operating lease cost for the Company's corporate offices and relating to other offerings not directly related to our space-as-a-service offering, for the periods subsequent to acquisition and prior to disposal or wind down, are included in selling, general and administrative expenses on the accompanying Consolidated Statements of Operations. In connection with the restructuring described in Note 5, the Company has decided to strategically close certain locations and terminate certain leases. Any lease termination payments or other remaining lease costs under these leases, where a previously opened location has been closed in preparation for executing a lease termination and/or where a termination agreement has been reached with the landlord, are included in restructuring and other related (gains) costs on the accompanying Consolidated Statements of Operations. Real estate operating lease cost 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, before management's decision to terminate a lease is recorded in pre-opening location expenses on the accompanying Consolidated Statements of Operations. "Lease cost contractually paid or payable" for each period presented below 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. The non-cash adjustment to record lease cost "free rent" periods and lease cost escalation clauses on a straight-line basis over the term of the lease beginning on the date of initial possession is presented as “Non-cash GAAP straight-line lease cost” below. Non-cash GAAP straight-line lease cost also includes the amortization of any capitalized initial direct costs associated with obtaining a lease. The tenant improvement allowances and broker commissions received or receivable by the Company for negotiating the Company’s leases are amortized on a straight-line basis over the lease term, as a reduction to the total operating lease cost and are presented as “amortization of lease incentives” below. "Early termination fees and related (gain)/loss" for each period presented below includes payments due as a result of lease terminations, recorded on a straight-line basis over any remaining lease period as well as any gain or loss recognized on termination. When a lease is terminated, the lease liability and right-of-use asset is derecognized and any difference is recognized as a gain or loss on termination. The components of total real estate operating lease cost for leases recorded under ASC 842 are as follows : Year Ended December 31, 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 $ 2,471 $ 91 $ 16 $ 65 $ 2,643 Non-cash GAAP straight-line lease cost 106 39 1 8 154 Amortization of lease incentives (267) (15) (1) (6) (289) Total real estate operating lease cost $ 2,310 $ 115 $ 16 $ 67 $ 2,508 Early termination fees and related (gain)/loss $ — $ — $ — $ (329) $ (329) Year Ended December 31, 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 $ 2,531 $ 110 $ 37 $ 142 $ 2,820 Non-cash GAAP straight-line lease cost 232 61 1 9 303 Amortization of lease incentives (280) (21) (3) (18) (322) Total real estate operating lease cost $ 2,483 $ 150 $ 35 $ 133 $ 2,801 Early termination fees and related (gain)/loss $ — $ — $ — $ (311) $ (311) Year Ended December 31, 2020 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 $ 2,638 $ 129 $ 62 $ 2 $ 2,831 Non-cash GAAP straight-line lease cost 381 172 20 — 573 Amortization of lease incentives (298) (41) (6) (1) (346) Total real estate operating lease cost $ 2,721 $ 260 $ 76 $ 1 $ 3,058 Early termination fees and related (gain)/loss $ — $ — $ — $ (37) $ (37) The Company's total ASC 842 operating lease costs include both fixed and variable components as follows: Year Ended December 31, 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 Fixed real estate lease costs $ 1,910 $ 100 $ 14 $ 55 $ 2,079 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 1,910 $ 100 $ 14 $ 55 $ 2,079 Variable real estate lease costs $ 400 $ 15 $ 2 $ 12 $ 429 Variable equipment and other lease costs 4 — — — 4 Total variable lease costs $ 404 $ 15 $ 2 $ 12 $ 433 Year Ended December 31, 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 $ 2,038 $ 132 $ 31 $ 122 $ 2,323 Fixed equipment and other lease costs 1 — — — 1 Total fixed lease costs $ 2,039 $ 132 $ 31 $ 122 $ 2,324 Variable real estate lease costs $ 445 $ 18 $ 4 $ 11 $ 478 Variable equipment and other lease costs 3 — — 2 5 Total variable lease costs $ 448 $ 18 $ 4 $ 13 $ 483 Year Ended December 31, 2020 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 $ 2,283 $ 244 $ 67 $ — $ 2,594 Fixed equipment and other lease costs 2 — — — 2 Total fixed lease costs $ 2,285 $ 244 $ 67 $ — $ 2,596 Variable real estate lease costs $ 438 $ 16 $ 9 $ 1 $ 464 Variable equipment and other lease costs 3 — — — 3 Total variable lease costs $ 441 $ 16 $ 9 $ 1 $ 467 The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Depreciation and amortization $ 4 $ 5 $ 5 Interest expense 4 4 5 Total $ 8 $ 9 $ 10 The below table presents the lease related assets and liabilities recorded on the accompanying Consolidated Balance Sheets as of December 31, 2022 and 2021, as recorded in accordance with ASC 842: December 31, December 31, (Amounts in millions) Balance Sheet Captions 2022 2021 Assets: Operating lease right-of-use assets Lease right-of-use assets, net $ 11,243 $ 13,052 Finance lease right-of-use assets (1) Property and equipment, net 46 47 Total leased assets $ 11,289 $ 13,099 Liabilities: Current liabilities Operating lease liabilities Current lease obligations $ 931 $ 888 Finance lease liabilities Current lease obligations 5 5 Total current liabilities 936 893 Non-current liabilities Operating lease obligations Long-term lease obligations 15,565 17,888 Finance lease obligations Long-term lease obligations 33 38 Total non-current liabilities 15,598 17,926 Total lease obligations $ 16,534 $ 18,819 (1) Finance lease right-of-use assets are recorded net of accumulated amortizati on of $26 million and $22 million as of December 31, 2022 and 2021, respectively. The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Operating Finance Operating Finance Weighted average remaining lease term (in years) 12 8 12 9 Weighted average discount rate percentage 9.3 % 7.5 % 8.7 % 7.5 % The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of December 31, 2022 as presented in accordance with ASC 842: Finance Operating (Amounts in millions) Leases Leases Total 2023 $ 9 $ 2,347 $ 2,356 2024 7 2,360 2,367 2025 6 2,384 2,390 2026 7 2,409 2,416 2027 6 2,405 2,411 2028 and beyond 20 15,530 15,550 Total undiscounted fixed minimum lease cost payments 55 27,435 27,490 Less: Amount representing lease incentive receivables (1) — (178) (178) Less: Amount representing interest (17) (10,693) (10,710) Present value of future lease payments 38 16,564 16,602 Less: Obligations classified as held for sale — (68) (68) Less: Current portion of lease obligation (5) (931) (936) Total long-term lease obligation $ 33 $ 15,565 $ 15,598 (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 commissions earned for negotiating certain of the Company’s leases. |
Leasing Arrangements | Note 20. Leasing Arrangements The real estate operating lease cost incurred before a location opens for member operations is recorded in pre-opening location expenses on the accompanying Consolidated Statements of Operations. Once a location opens for member operations, the entire real estate operating lease cost is included in location operating expenses on the accompanying Consolidated Statements of Operations. Real estate operating lease cost for the Company's corporate offices and relating to other offerings not directly related to our space-as-a-service offering, for the periods subsequent to acquisition and prior to disposal or wind down, are included in selling, general and administrative expenses on the accompanying Consolidated Statements of Operations. In connection with the restructuring described in Note 5, the Company has decided to strategically close certain locations and terminate certain leases. Any lease termination payments or other remaining lease costs under these leases, where a previously opened location has been closed in preparation for executing a lease termination and/or where a termination agreement has been reached with the landlord, are included in restructuring and other related (gains) costs on the accompanying Consolidated Statements of Operations. Real estate operating lease cost 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, before management's decision to terminate a lease is recorded in pre-opening location expenses on the accompanying Consolidated Statements of Operations. "Lease cost contractually paid or payable" for each period presented below 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. The non-cash adjustment to record lease cost "free rent" periods and lease cost escalation clauses on a straight-line basis over the term of the lease beginning on the date of initial possession is presented as “Non-cash GAAP straight-line lease cost” below. Non-cash GAAP straight-line lease cost also includes the amortization of any capitalized initial direct costs associated with obtaining a lease. The tenant improvement allowances and broker commissions received or receivable by the Company for negotiating the Company’s leases are amortized on a straight-line basis over the lease term, as a reduction to the total operating lease cost and are presented as “amortization of lease incentives” below. "Early termination fees and related (gain)/loss" for each period presented below includes payments due as a result of lease terminations, recorded on a straight-line basis over any remaining lease period as well as any gain or loss recognized on termination. When a lease is terminated, the lease liability and right-of-use asset is derecognized and any difference is recognized as a gain or loss on termination. The components of total real estate operating lease cost for leases recorded under ASC 842 are as follows : Year Ended December 31, 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 $ 2,471 $ 91 $ 16 $ 65 $ 2,643 Non-cash GAAP straight-line lease cost 106 39 1 8 154 Amortization of lease incentives (267) (15) (1) (6) (289) Total real estate operating lease cost $ 2,310 $ 115 $ 16 $ 67 $ 2,508 Early termination fees and related (gain)/loss $ — $ — $ — $ (329) $ (329) Year Ended December 31, 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 $ 2,531 $ 110 $ 37 $ 142 $ 2,820 Non-cash GAAP straight-line lease cost 232 61 1 9 303 Amortization of lease incentives (280) (21) (3) (18) (322) Total real estate operating lease cost $ 2,483 $ 150 $ 35 $ 133 $ 2,801 Early termination fees and related (gain)/loss $ — $ — $ — $ (311) $ (311) Year Ended December 31, 2020 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 $ 2,638 $ 129 $ 62 $ 2 $ 2,831 Non-cash GAAP straight-line lease cost 381 172 20 — 573 Amortization of lease incentives (298) (41) (6) (1) (346) Total real estate operating lease cost $ 2,721 $ 260 $ 76 $ 1 $ 3,058 Early termination fees and related (gain)/loss $ — $ — $ — $ (37) $ (37) The Company's total ASC 842 operating lease costs include both fixed and variable components as follows: Year Ended December 31, 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 Fixed real estate lease costs $ 1,910 $ 100 $ 14 $ 55 $ 2,079 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 1,910 $ 100 $ 14 $ 55 $ 2,079 Variable real estate lease costs $ 400 $ 15 $ 2 $ 12 $ 429 Variable equipment and other lease costs 4 — — — 4 Total variable lease costs $ 404 $ 15 $ 2 $ 12 $ 433 Year Ended December 31, 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 $ 2,038 $ 132 $ 31 $ 122 $ 2,323 Fixed equipment and other lease costs 1 — — — 1 Total fixed lease costs $ 2,039 $ 132 $ 31 $ 122 $ 2,324 Variable real estate lease costs $ 445 $ 18 $ 4 $ 11 $ 478 Variable equipment and other lease costs 3 — — 2 5 Total variable lease costs $ 448 $ 18 $ 4 $ 13 $ 483 Year Ended December 31, 2020 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 $ 2,283 $ 244 $ 67 $ — $ 2,594 Fixed equipment and other lease costs 2 — — — 2 Total fixed lease costs $ 2,285 $ 244 $ 67 $ — $ 2,596 Variable real estate lease costs $ 438 $ 16 $ 9 $ 1 $ 464 Variable equipment and other lease costs 3 — — — 3 Total variable lease costs $ 441 $ 16 $ 9 $ 1 $ 467 The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Depreciation and amortization $ 4 $ 5 $ 5 Interest expense 4 4 5 Total $ 8 $ 9 $ 10 The below table presents the lease related assets and liabilities recorded on the accompanying Consolidated Balance Sheets as of December 31, 2022 and 2021, as recorded in accordance with ASC 842: December 31, December 31, (Amounts in millions) Balance Sheet Captions 2022 2021 Assets: Operating lease right-of-use assets Lease right-of-use assets, net $ 11,243 $ 13,052 Finance lease right-of-use assets (1) Property and equipment, net 46 47 Total leased assets $ 11,289 $ 13,099 Liabilities: Current liabilities Operating lease liabilities Current lease obligations $ 931 $ 888 Finance lease liabilities Current lease obligations 5 5 Total current liabilities 936 893 Non-current liabilities Operating lease obligations Long-term lease obligations 15,565 17,888 Finance lease obligations Long-term lease obligations 33 38 Total non-current liabilities 15,598 17,926 Total lease obligations $ 16,534 $ 18,819 (1) Finance lease right-of-use assets are recorded net of accumulated amortizati on of $26 million and $22 million as of December 31, 2022 and 2021, respectively. The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Operating Finance Operating Finance Weighted average remaining lease term (in years) 12 8 12 9 Weighted average discount rate percentage 9.3 % 7.5 % 8.7 % 7.5 % The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of December 31, 2022 as presented in accordance with ASC 842: Finance Operating (Amounts in millions) Leases Leases Total 2023 $ 9 $ 2,347 $ 2,356 2024 7 2,360 2,367 2025 6 2,384 2,390 2026 7 2,409 2,416 2027 6 2,405 2,411 2028 and beyond 20 15,530 15,550 Total undiscounted fixed minimum lease cost payments 55 27,435 27,490 Less: Amount representing lease incentive receivables (1) — (178) (178) Less: Amount representing interest (17) (10,693) (10,710) Present value of future lease payments 38 16,564 16,602 Less: Obligations classified as held for sale — (68) (68) Less: Current portion of lease obligation (5) (931) (936) Total long-term lease obligation $ 33 $ 15,565 $ 15,598 (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 commissions earned for negotiating certain of the Company’s leases. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 21. Income Taxes On July 15, 2019, after a corporate restructure, WeWork Inc. is the sole owner of The We Company MC LLC (the “We Company MC”), a wholly owned disregarded entity, which is the general partner and holder of effectively 100% of the economic and control interest in the We Company Management Holdings L.P. Additionally, Teem Holdings Inc., Euclid WW Holdings Inc., Meetup Holdings Inc., and The We Company Management LLC, indirectly or directly became wholly owned subsidiaries of the We Company MC and limited partners of the WeWork Partnership along with various holders of WeWork Partnerships Profits Interest Units . As a partnership, the WeWork Partnership is generally not subject to U.S. federal and most state and local income taxes, however, the WeWork Partnership, through its 100% ownership of the equity in WeWork Companies LLC, is subject to withholding taxes in certain foreign jurisdictions. Any taxable income or loss generated by the WeWork Partnership is passed through to and included in the taxable income or loss of its members based on each member’s respective ownership percentage and adjusts the initial deferred tax asset for the basis difference established on the investment in the partnership. During the year ended December 31, 2020, the redemption of the partnership interest of Meetup and Teem, and sale of the stock of the entities, resulted in the reversal of some portion of the deferred tax asset and the recognition of a net capital loss. For US income tax purposes, the Business Combination (as discussed in Note 3) is expected to qualify as a reorganization within the meaning of Section 368(a) of the Code, and thereby result in no material implications to the tax structure. The components of pre-tax loss are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 U.S. $ (1,721) $ (3,313) $ (1,541) Non-U.S. (568) (1,316) (2,273) Total pre-tax loss $ (2,289) $ (4,629) $ (3,814) The components of income tax benefit (provision) are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Current tax benefit (provision): Federal $ — $ — $ — State and local — — — Non-U.S. (9) (3) (21) Total current tax provision (9) (3) (21) Deferred tax benefit (provision): Federal 2 — — State and local 1 — — Non-U.S. — — 1 Total deferred tax benefit (provision) 3 — 1 Income tax benefit (provision) $ (6) $ (3) $ (20) The reconciliation of the U.S. Federal statutory rate to the Company's effective tax rate is as follows : Year Ended December 31, (Amounts in millions) 2022 2021 2020 Income tax benefit (provision) at the U.S. Federal tax rate $ 481 $ 972 $ 801 State income taxes, inclusive of valuation allowance 1 — — Withholding tax (3) (2) (8) Foreign rate differential 34 47 39 Stock-based compensation (3) (6) (31) Non-deductible compensation — (90) — Non-deductible expenses (2) (30) (15) Non-deductible financial instrument expense (52) (118) 137 Goodwill Impairment — — (1) Rate Change (3) 528 143 ChinaCo Deconsolidation — — (287) Finite-Lived Intangible — 283 — Other, net (117) 19 (55) Valuation allowance (342) (1,606) (743) Income tax benefit (provision) $ (6) $ (3) $ (20) Deferred income taxes reflect the effect of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes. The components of deferred tax assets and liabilities are as follows: December 31, (Amounts in millions) 2022 2021 Deferred tax assets: Investment in partnership $ 791 $ 586 Deferred rent 155 197 Property and Equipment 183 160 Accrued expenses 7 8 Stock-based compensation 10 9 Deferred financing obligation 4 2 Unrealized (gain) loss on foreign exchange 6 10 Net operating loss 3,424 3,055 Capital Loss 42 26 Finite-lived intangibles 1,502 1,783 Interest 25 21 Lease Liability 2,198 2,490 Other 16 16 Total deferred tax assets 8,363 8,363 Valuation allowance (6,044) (5,776) Total net deferred tax assets 2,319 2,587 Deferred tax liabilities: Deferred Rent (3) (1) Accrued Expenses (2) (6) Unrealized (Gain)/Loss on foreign exchange (1) (1) Property and equipment (11) (50) Right-of-Use Asset (2,175) (2,477) Other (125) (51) Total deferred tax liabilities (2,317) (2,586) Net deferred tax asset (1) $ 2 $ 1 (1) As of December 31, 2022 and 2021, $2 million and $1 million net deferred tax asset is included as a component of other assets on the accompanying Consolidated Balance Sheets, respectively. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. The Company has recorded a full valuation allowance on its net deferred tax assets in most jurisdictions, however in certain jurisdictions, the Company did not record a valuation allowance where the Company had profitable operations, or the Company recorded only a partial valuation allowance due to the existence of deferred tax liabilities that will partially offset the Company’s deferred tax assets in future years. As of December 31, 2022, we concluded, based on the weight of all available positive and negative evidence, that a portion of our deferred tax assets are not more likely than not to be realized. As such a valuation allowance in the amount of $6.0 billion has been recognized on the Company’s deferred tax assets. The net change in valuation allowance for 2022 was an increase of $0.3 billion. On April 1, 2019, WW Worldwide CV transferred the intellectual property rights to WeWork UK International. For financial reporting purposes the intangible assets; including marketing intangibles, technical IP, and know-how; are recognized at a book value of zero, but for tax purposes will assume the value of the consideration paid. The value of the consideration was based on the Company’s overall valuation on the date of the transaction and has been submitted to HM Revenue & Customs (“HMRC”) in the UK for review and sign-off. For UK income tax purposes, a deferred tax asset relating to the various components of the IP that generates tax amortization was established. The transaction is currently under the review of the HMRC, and the deferred tax asset is offset by a full valuation allowance. As of December 31, 2022, the Company had U.S. federal income tax net operating loss carryforwards of $7.6 billion, of which $6.7 billion may be carried forward indefinitely and $0.9 billion will begin to expire starting in 2033 if not utilized. The Company also had capital loss carryforward of $137 million, which if unused, will begin to expire in 2026. The Company had U.S. state income tax net operating loss carryforwards of $7.6 billion with varying expiration dates (some of which are indefinite), the first of which will begin to expire starting in 2028 if not utilized. As of December 31, 2022, the Company had foreign net operating loss carryforwards of $4.5 billion (with various expiration dates), of which approximately $4.0 billion have indefinite carryforward periods. Certain of these federal, state and foreign net operating loss carryforwards may be subject to Internal Revenue Code Section 382 or similar provisions, which impose limitations on their utilization amounts. The Company has not recorded deferred income taxes applicable to the undistributed earnings of its foreign subsidiary that are indefinitely reinvested in foreign operations. Any undistributed earnings will be used to fund international operations and to make investments outside of the United States. The Company recognizes interest and penalties, if applicable, related to uncertain tax positions in the income tax provision. There were no reserves for unrecognized tax benefits and no accrued interest related to uncertain tax positions as of December 31, 2022 and 2021. The Company files income tax returns in U.S. federal, U.S. state and foreign jurisdictions. With some exceptions, most tax years remain open to examination by the taxing authorities due to the Company’s NOL carryforwards. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Note 22. Convertible Preferred Stock In connection with the Business Combination (as described in Note 3), all series of Legacy WeWork convertible preferred stock were converted to the Company’s Class A common stock at the Exchange Ratio of 0.82619. All share amounts in periods prior to the Business Combination have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 100,000,000 shares of preferred stock having a par value of $0.0001 per share (“WeWork Inc. Preferred Stock”). As of December 31, 2022 and 2021, there were no shares of WeWork Inc. Preferred Stock issued and outstanding. As of December 31, 2020 the Company had outstanding the following series of convertible preferred stock, each par value $0.001 per share: December 31, 2020 (Amounts in millions, except share amounts in thousands) Shares Issued and Carrying Outstanding Amount Series A 31,720 $ 17 Series B 18,313 41 Series C 23,467 155 Series D-1 9,864 199 Series D-2 7,750 156 Series E 10,900 433 Series F 11,368 676 Series G 27,358 1,730 Series G-1 26,288 2,681 Series H-1 135,324 1,353 Acquisition 2,438 224 Junior 1 1 Total 304,792 $ 7,666 In March 2018, the Board of Directors of the Company designated 11,484,041 shares of authorized preferred stock as Acquisition Preferred Stock (“Acquisition Preferred Stock”) which were able to be divided and issued from time to time in one or more series as designated by the Board of Directors. The Company issued no Acquisition Preferred shares during the year ended December 31, 2021. During the year ended December 31, 2020, the Company issued a total of 25,724 shares of Acquisition Preferred Stock issued in connection with the acquisitions that occurred during the year ended December 31, 2019. In October 2019, the Board of Directors of the Company authorized 187,565,805 shares of the authorized Preferred Stock designated as Series H-1 Convertible Preferred Stock (“Series H-1”), 187,565,805 shares designated as Series H-2 Convertible Preferred Stock (“Series H-2”), 107,312,100 shares designated as Series H-3 Convertible Preferred Stock (“Series H-3”) and 107,312,100 shares designated as Series H-4 Convertible Preferred Stock (“Series H-4”) (collectively, the "Series H Preferred Stock"). The original issue price of the Series H-1 and Series H-2 was $14.04 per share and the original issue price of the Series H-3 and Series H-4 was $0.01 per share. The Series H-1 and Series H-3 shares had voting rights while the Series H-2 and Series H-4 did not. In April 2020, the Company closed the PacificCo Roll-up and issued 28,489,311 shares of the Company's Series H-1 Convertible Preferred Stock as consideration for the transaction. The shares had a fair value of $9.84 per share upon issuance to affiliates of SBG in April 2020. See Note 10 for further details. In April 2020, in connection with a partial exercise of the 2019 Warrant, the Company issued 92,590,259 shares of Series H-1 Convertible Preferred Stock, recorded at $911 million, equal to the fair value of the 2019 Warrant on the date of issuance of the shares. See Note 16 for further details. During the year ended December 31, 2014, the Company issued a convertible note that is convertible into shares of Series C Preferred Stock. The convertible note was included as a component of the carrying amount of the Series C Preferred Stock upon its inception during 2014. In connection with the Business Combination, the convertible note was cancelled and automatically converted into 468,394 shares of Class A common stock. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note 23. Shareholders' Equity Common Stock — On October 20, 2021, the Company’s common stock and warrants began trading on the New York Stock Exchange under the ticker symbols “WE” and “WEWS,” respectively. Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 1,500,000,000 shares of Class A common stock with a par value of $0.0001 per share, and 25,041,666 shares of Class C common stock with a par value of $0.0001 per share. Prior to the Business Combination, the Company had four classes of authorized common stock, Legacy WeWork Class A Common Stock, Legacy WeWork Class B Common Stock, Legacy WeWork Class C Common Stock and Legacy WeWork Class D Common Stock. As a result of the Business Combination, each outstanding share of Legacy WeWork capital stock was converted into the right to receive newly issued shares of the Company’s Class A common stock, other than the shares of Legacy WeWork Class C common stock, which were converted into the right to receive newly issued shares of the Company’s Class C common stock. Each share of Class C common stock is entitled to one vote per share (like the Class A shares); however, the Class C shares have no economic rights. On February 26, 2021, in connection with the Settlement Agreement (as defined in Note 27), all of the outstanding shares of Legacy WeWork Class B common stock were automatically converted into shares of Legacy WeWork Class A common stock (the “Class B Conversion”). Each share of Legacy WeWork Class B Common Stock was convertible, at the option of the holder thereof, at any time, into one fully paid and non-assessable share of Legacy WeWork Class A Common Stock. Shares of Legacy WeWork Class B Common Stock also automatically converted into shares of Legacy WeWork Class A Common Stock in the event of a transfer (other than in the case of certain permitted transfers). If any shares of Legacy WeWork Class B Common Stock would have been transferred to SoftBank, such transferred shares of Legacy WeWork Class B Common Stock would have automatically converted into shares of Legacy WeWork Class D Common Stock. Except as described in the previous sentence, its Amended and Restated Certificate of Incorporation prohibited Legacy WeWork from issuing shares of Legacy WeWork Class D Common Stock. Shares of Legacy WeWork Class D Common Stock would have been convertible into shares of Legacy WeWork Class A Common Stock on a one-for-one basis at the option of the holder, upon transfer or upon the death or permanent incapacity of Mr. Neumann. Its Amended and Restated Certificate of Incorporation prohibited Legacy WeWork from issuing additional shares of Legacy WeWork Class B Common Stock or shares of Legacy WeWork Class C Common Stock, except in limited circumstances such as pursuant to the exercise of options to purchase shares of Legacy WeWork Class B Common Stock that were granted as of the date on which the Amended and Restated Certificate of Incorporation became effective. Effective October 30, 2019, in connection with the SoftBank Transactions, the holders of the shares of Legacy WeWork Class A Common Stock were entitled to one vote per share and the holders of the shares of Legacy WeWork Class B, Legacy WeWork Class C and Legacy WeWork Class D Common Stock were entitled to three votes per share. Prior to October 30, 2019, holders of Legacy WeWork Class B and Legacy WeWork Class C Common Stock were entitled to ten votes per share. The holders of the shares of Class B, and Class C Common Stock, voting together exclusively and as a separate class, were entitled to elect two directors of the Company, so long as any shares of Legacy WeWork Class B Common Stock or Legacy WeWork Class C Common Stock remained outstanding. In connection with the Settlement Agreement and Class B Conversion, shares of Legacy WeWork Class C common stock had one vote per share, instead of three. The shares of Legacy WeWork Class A, Legacy WeWork Class B and Legacy WeWork Class D Common Stock were ranked equally and were entitled to the same treatment with respect to cash dividends and the same rights to participate in the distribution of proceeds upon liquidation, sale or dissolution of the Company. The shares of Legacy WeWork Class C Common Stock were deemed to be a non-economic interest. The holders of Legacy WeWork Class C Common Stock were not be entitled to receive any dividends (including cash, property or stock) in respect of their shares of Legacy WeWork Class C Common Stock except that, in the event that any stock dividend, stock split, split up, subdivision or combination of stock, reclassification or recapitalization is declared or made on the Legacy WeWork Class B Common Stock, a corresponding stock adjustment would have been made on the Legacy WeWork Class C Common Stock in the same proportion and the same manner. Stockholders Agreement - In connection with the Business Combination, the Company entered into the Stockholders Agreement (the “Stockholders Agreement”) with the BowX Sponsor, LLC (the “Sponsor”), SVF II , SVFE and Benchmark Capital Partners VII (AIV), L.P. Pursuant to the Stockholders Agreement, so long as each party to the Agreement continues to hold a specified amount of Class A Common Stock, then each such party has the right to designate for nomination by the Board the number of candidates for election to the Board specified in the Stockholders Agreement. The Stockholders Agreement also provides that (i) so long as certain Insight Partners investors continue to hold a specified amount of Class A Common Stock, then Insight Partners has the right to designate a director and (ii) so long as certain Starwood Capital investors continue to hold a specified amount of Class A Common Stock, then Starwood Capital has the right to designate a board observer. Warrants — As of December 31, 2022, outstanding warrants to acquire shares of the Company’s stock, excluding warrants held by SoftBank and SoftBank affiliates as discussed in Note 17 and disclosed separately below, were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 4,495 $ 15.89 July 31, 2025 Class A Common Stock 23,873,282 $ 11.50 October 20, 2026 23,877,777 As of December 31, 2021, outstanding warrants to acquire shares of the Company’s stock, excluding warrants held by SoftBank and SoftBank affiliates as discussed in Note 17 were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 4,495 $ 15.89 July 31, 2025 Class A Common Stock 23,873,292 $ 11.50 October 20, 2026 23,877,787 As of December 31, 2022 and 2021, outstanding warrants held by SoftBank and SoftBank affiliates were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 5,057,306 $ 0.02 December 27, 2024 Class A Common Stock 39,133,649 $ 0.01 October 20, 2031 Class A Common Stock 11,923,567 $ 0.01 December 6, 2031 56,114,522 Private and Public Warrants Prior to the Business Combination, Legacy BowX issued 7,773,333 private placement warrants (“Sponsor Warrants” or "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. Upon separation of the Legacy BowX units (1 share of Class A common stock and 1/3 warrant), no fractional warrants could be issued, so while up to a maximum of 16,100,000 public warrants could be issued, the final figure was 16,099,959. The warrants are exercisable at any time commencing the later of a) 30 days after the completion of the Business Combination and b) 12 months from the date of the closing of Legacy BowX’s initial public offering on August 7, 2020 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 also have certain registration rights related to the private placement 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. Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, upon a minimum 30 days’ prior written notice of redemption. There are two scenarios in which the Company may redeem the warrants. The Company may redeem the outstanding warrants for cash at a price of $0.01 per warrant if the reference value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the redemption period at $11.50 per share. The Sponsor Warrants are exempt from redemption if the warrants continue to be held by the original warrant holder or a permitted transferee. The Company may redeem the outstanding warrants at a price of $0.10 per warrant if the reference value equals or exceeds $10.00 per share, and the Sponsor Warrants are also concurrently called for redemption. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the redemption period on a cashless basis. During the years ended December 31, 2022 and 2021, a warrant holder exercised warrants and acquired an aggregate of 10 and 206,547 shares, respectively, of Class A common stock. The Company received $0 million in proceeds from the warrant exercises during the years ended December 31, 2022 and 2021. During the year ended December 31, 2022, a warrant holder performed a non-permitted transfer of Private Warrants for an aggregate of 2,332,000 shares of Class A common stock. The Private Warrants had a fair value of $4 million at the time of the transfer, which was transferred from warrant liabilities to additional paid-in capital in the Consolidated Balance Sheets. SoftBank and SoftBank Affiliate Warrants SoftBank Senior Unsecured Notes Warrants and 2020 LC Facility Warrants In connection with the Business Combination in October 2021, the SoftBank Senior Unsecured Notes Warrants and the 2020 LC Facility Warrants (as described in Note 17) were converted into the right to receive a warrant to purchase shares of Class A Common Stock upon the same terms and conditions as are in effect with respect to such warrants immediately prior to the effective time of the Business Combination (the “Converted Company Warrants”) except that (i) such Converted Company Warrants relate to that whole number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company capital stock subject to such Company Warrants, multiplied by the Exchange Ratio, and (ii) the exercise price per share for each such Converted Company Warrants is equal to the exercise price per share of such Company Warrants in effect immediately prior to the effective time of the Business Combination, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent). As of the date of the Business Combination, the SoftBank Senior Unsecured Notes Warrants and the 2020 LC Facility Warrants had a fair value of $35 million and $17 million, respectively, which was transferred from warrant liabilities to additional paid-in capital in the Consolidated Balance Sheets. First Warrants In connection with the Business Combination in October 2021, WeWork Inc. issued warrants to SVF II and SVFE to purchase 28,948,838 and 10,184,811 shares, respectively, of 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 Company recognized an additional capital contribution of $406 million and an equal off-setting amount within additional paid-in capital representing the fair value of the First Warrants as of the Business Combination. The First Warrants will expire on October 20, 2031, the tenth anniversary of the closing of the Business Combination. LC Warrants In Connection with the LC Facility Extension (as described in Note 17), the Company issued to SBG warrants (collectively, the “LC Warrant”) to purchase 11,923,567 shares of Class A Common Stock, at a price per share equal to $0.01. The fair value of the LC Warrant at issuance of $102 million was recognized in additional paid-in capital in the Consolidated Balance Sheets. In March 2022, the LC Warrant was transferred to SVF II (DE) LLC. The LC Warrant will expire on December 6, 2031, the tenth anniversary of the date of issuance. The effective interest rate on the LC Facility Termination Extension is 12.780%, consisting of 5.475% cash and 7.305% warrants. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 24. Stock-Based Compensation Effective February 4, 2015, the Company adopted an equity‑based compensation plan, the 2015 Equity Incentive Plan, as amended (the “2015 Plan”), authorizing the grant of equity-based awards (including stock options, restricted stock and RSUs) to its management, employees, non‑employee directors and other non-employees. Following the adoption of the 2015 Plan, no further grants were made under the Company's original plan adopted in 2013. On March 17, 2020, the Company amended and restated the 2015 Plan and the share pool reserved for grant and issuance under the 2015 Plan was amended to 67,570,890 shares of Class A Common Stock and 42,109,086 shares of Class B Common Stock. Upon closing of the Business Combination, the remaining unallocated share reserves under the 2013 Plan (as defined herein) and the 2015 Plan (as defined herein) were cancelled and no new awards will be granted under either the 2013 Plan or the 2015 Plan. Awards outstanding under the 2013 Plan and the 2015 Plan were assumed by WeWork Inc. upon the closing of the Business Combination and continue to be governed by the terms of the 2013 Plan and the 2015 Plan. In connection with the Business Combination each holder of Legacy WeWork options and RSUs received an equivalent award adjusted based on the Exchange Ratio that vests in accordance with the original terms of the award. In connection with the Business Combination, the 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by Legacy BowX's Board of Directors on September 19, 2021, and was approved by shareholders on October 19, 2021. The 2021 Plan became effective on the closing of the Business Combination. The 2021 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash based awards for issuance to its employees, non-employee directors and non-employee third parties. 39,657,781 shares of Class A Common Stock were initially reserved for issuance pursuant to the 2021 Plan. The number of shares of Class A Common Stock available for issuance under the 2021 Plan may, subject to the approval of the Company's board of directors, increase on January 1 of each year beginning January 1, 2022, but not after October 20, 2031, in an amount equal to the lesser of (i) a number equal to the excess (if any) of (A) 39,657,781 over (B) the number of shares of Class A Common Stock then reserved for issuance under the 2021 Plan immediately prior to such January 1, and (ii) such smaller number of shares of Class A Common Stock as is determined by the board; provided, however, that the total number of shares of Class A Common Stock reserved for issuance (inclusive of any shares allocated to outstanding awards) may not exceed 63,452,448. Shares subject to awards that were subsequently forfeited, expired, cancelled, as well as shares withheld by the Company to pay for exercise price and tax obligations (under the 2021 Plan as well as the 2013 Plan and 2015 Plan) are recycled into the 2021 plan for issuance provided that the plan does not exceed 63,452,448 shares. As of December 31, 2022 and 2021, awards with respect to 8,187,698 and 1,491,319 shares of Class A Common Stock, respectively, have been granted, net of cancellations, under the 2021 Plan. In connection with the Business Combination, the 2021 Employee Stock Purchase Plan (“ESPP”) was adopted by Legacy BowX's Board of Directors on September 19, 2021, and was approved by shareholders on October 19, 2021. 7,931,556 shares of Class A Common Stock were initially reserved for issuance pursuant to the ESPP. The number of shares of Class A Common Stock available for issuance under the ESPP may, subject to the approval of the Company's board of directors, increase on January 1 of each year beginning January 1, 2023, but not after October 20, 2031, by 7,931,556 less any shares authorized but not issued under the ESPP as of the date of such increase, provided that the number of shares of common stock reserved for issuance under the ESPP may not exceed 72,000,000 shares. As of December 31, 2022 and 2021, no shares have been issued under the ESPP. Stock‑Based Compensation Expense - The stock-based compensation expense related to employees and non-employee directors recognized for the following instruments and transactions are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Service-based restricted stock units $ 37 $ 29 $ 8 Service-based vesting stock options (1) 8 13 28 Service, performance and market-based vesting restricted stock units (2)(3) 1 5 — Service, performance and market-based vesting stock options (2) 2 13 1 WeWork Partnerships Profits Interest Units — 102 1 2021 Tender Offer — 48 — 2020 Tender Offer — — 9 2020 Option Repricing 1 1 1 PacificCo LTEIP exit event — — 11 Other — 3 4 Total $ 49 $ 214 $ 63 (1) Includes $1 million of stock-based compensation expense recognized during the year ended December 31, 2022 for service-based option awards granted by the LatamCo subsidiary under the 2022 LatamCo 2022 ESOP (as discussed and defined below). (2) Includes a reversal of stock-based compensation expense previously recorded of $5 million and $3 million for unvested options and unvested RSUs, respectively, that were forfeited during the year ended December 31, 2022. No reversal of stock-based compensation expense previously recorded for unvested options and RSUs forfeited was recorded during the years ended December 31, 2021 and 2020. (3) Includes a $1 million reversal of stock-based compensation expense previously recorded due to fair value adjustments resulting from the reassessment of performance vesting conditions during the year ended December 31, 2022. The stock-based compensation expense related to employees and non-employee directors are reported in the following financial statement line items: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Location operating expenses $ 6 $ 15 $ 9 Selling, general and administrative expenses 43 95 42 Restructuring and other related (gains) costs — 104 12 Total stock-based compensation expense $ 49 $ 214 $ 63 The stock-based compensation expense related to non-employee contractors for services rendered are reported in Selling, general and administrative expenses and include the following instruments and transactions: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Service-based vesting stock options (1) $ — $ (2) $ 2 ChinaCo ordinary share subscription rights — — 6 Total $ — $ (2) $ 8 (1) The $2 million recovery recognized during the year ended December 31, 2021 was related to expense previously taken for unvested options that were forfeited. For the years ended December 31, 2022, 2021 and 2020, there were none, $0.1 million and $0.4 million, respectively, of expenses relating to stock options 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 Consolidated Balance Sheets. Restricted Stock — The Company reflects restricted stock and RSUs as issued and outstanding shares of common stock when vested and when the Class A Common Stock has been delivered to the individual. The following table summarizes the Company's restricted stock and RSU activity for the year ended December 31, 2022: Weighted Average Shares Grant Date Value Unvested, December 31, 2021 12,230,623 7.36 Granted 10,712,311 6.43 Vested (3,733,105) 5.73 Forfeited/canceled (5,528,070) 8.93 Unvested, December 31, 2022 13,681,759 $ 6.10 RSU grants are primarily time-based awards that vest annually over a three The fair value of restricted stock and RSUs that vested during the years ended December 31, 2022, 2021 and 2020 was $5 million, $14 million and $2 million, respectively. As of December 31, 2022, there was $54 million of total unrecognized stock‑based compensation expense related to unvested RSUs awarded to employees and non-employee directors expected to be recognized over a weighted‑average period of approximately 1.8 years. Below is a breakdown of the Company's unvested RSU balance as of December 31, 2022: December 31, 2022 Service-based grants (1) 10,632,046 Executive Service and Performance-based grants 1,708,716 Executive Service, Performance and Market-based grants (1) 1,340,997 Total 13,681,759 (1) For awards in which the liquidity-based performance vesting condition was deemed satisfied upon the closing of the Business Combination in 2021, the Company recognized the compensation cost on a straight-line basis over the requisite service period, with a cumulative catch-up upon the closing of the Business Combination for service already provided. Executive Service and Performance-based Conditions Of the unvested award balance, 826,190 unvested RSUs relate to a 1,239,285 service- and performance-based RSU award granted during the year ended December 31, 2021. Each RSU represents the right to receive one share of the Company’s Class A Common Stock when fully vested. These RSUs have a seven-year contractual term and contain a performance condition which was satisfied upon the closing of the Business Combination. The RSUs are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. Executive Service, Performance and Market-based Conditions During the years ended December 31, 2022 and 2021, the Company granted to certain employees RSU awards, vesting in Class A Common Stock, containing service, performance, and market-based vesting conditions. Upon the closing of the Business Combination in 2021, these RSUs are eligible to vest following the achievement of either: (a) a performance-based vesting condition tied to unlevered free cash flow (as defined in the award), or (b) a market-based vesting condition on the share price of the Company's Class A Common Stock. The fair value of the awards with performance and market-based conditions was estimated using a Monte Carlo simulation to address the path-dependent nature of the market-based vesting conditions. Based on the award term, equity value, expected volatility, risk-free rate, and a series of random variables with a normal distribution, the future equity value is simulated to develop a large number of potential paths of the future equity value. Each path within the simulation includes the measurement of the 90-trading day average future equity value to determine whether the market-based conditions are met. The unrecognized expense associated with these RSUs is approximately $1 million and is expected to be recognized over a weighted average period of 1 year. The Company recognizes the compensation cost of awards subject to service and performance-based vesting conditions including a market condition using the accelerated attribution method. For tranches in which the performance-based vesting conditions are probable, the Company recognizes the compensation cost for each tranche using the highest associated grant date fair value over the longer of (a) the explicit requisite service period, or (b) the shorter of the implied performance or derived market-based requisite service periods, with a cumulative catch-up upon the closing of the Business Combination for service already provided. For tranches in which the performance-based vesting conditions are not probable, the Company recognizes the compensation cost for each tranche over the longer of the explicit service or derived market-based requisite service periods, with a cumulative catch-up upon the closing of the Business Combination for service already provided. In 2018, certain former executives of the Company were issued 624,631 shares of restricted Class A Common Stock in exchange for recourse promissory notes with principal balances totaling $20 million as of December 31, 2018, included as a component of equity. During the year ended December 31, 2020, the Company forgave loans and interest totaling $13 million, resulting in a $0 impact to equity as of December 31, 2021. In 2019, certain former executives of the Company were issued 93,886 shares of restricted Class A Common Stock in exchange for recourse promissory notes with principal balances totaling $2 million as of December 31, 2019, included as a component of equity. During fiscal year 2020, $2 million in loans and accrued interest were settled through cash repayments of principal and interest totaling $1 million, the surrendering to the Company of 53,280 shares of Class A Common Stock totaling $0 million and the forgiveness of $1 million which was recognized as a component of restructuring and other related (gains) costs on the accompanying Consolidated Statements of Operations. These restricted shares were scheduled to vest over a five year period and were subject to repurchase by the Company during the vesting period at the original issue price. The loans settled in full during 2020 included interest rates of 2.6%. Profits Interest Units and Noncontrolling Partnership Interests in the WeWork Partnership — In July and August 2019, Legacy WeWork issued 39,116,872 WeWork Partnerships Profits Interest Units in the WeWork Partnership, at a weighted average per-unit distribution threshold of $63.30 and a weighted-average per-unit preference amount of $16.87, and canceled certain existing stock option awards held by the WeWork Partnerships Profits Interests grantees. 35,090,905 of the WeWork Partnerships Profits Interest Units were issued to Mr. Neumann, with the remainder issued to certain former members of management. Each holder of WeWork Partnerships Profits Interest Units in the WeWork Partnership was also granted one share of Legacy WeWork’s Class C Common Stock per WeWork Partnerships Profits Interests. The WeWork Partnerships Profits Interest Units granted were subject to certain time-based, market-based and/or performance-based vesting conditions. In October 2019, upon receipt of the $1.5 billion under the 2019 Warrant, Legacy WeWork modified 649,831 WeWork Partnerships Profits Interests held by Mr. Neumann which had vested prior to his resignation as Chief Executive Officer in September 2019, to reduce the per-unit distribution threshold from $77.90 to $23.23 and to reduce the per-unit catch-up base amount from $46.43 to $23.23. In October 2019, Legacy WeWork also came to a final agreement with Mr. Neumann regarding modification to the remaining 34,441,074 of his WeWork Partnerships Profits Interest Units award and determined that (i) 6,349,406 additional WeWork Partnerships Profits Interest Units would be modified to reduce the per-unit distribution threshold from $77.90 to $23.23, to reduce the per-unit catch-up base amount from $46.43 to $23.23, and to be immediately vested, (ii) 12,896,795 WeWork Partnerships Profits Interest Units would be modified to reduce the per-unit distribution threshold from $59.65 to $25.48, to reduce the per-unit catch-up base amount from $46.43 to $25.48, and to vest monthly over a two year period immediately following a change in control or initial public offering of Legacy WeWork, contingent on compliance with the restrictive covenants and other obligations set forth in Mr. Neumann's non-competition and non-solicitation agreement and (iii) the remaining 15,194,872 WeWork Partnerships Profits Interest Units were forfeited. In February 2021, in connection with the Settlement Agreement, as defined in Note 27, the remaining 12,896,795 unvested WeWork Partnerships Profits Interest Units held by Mr. Neumann in the WeWork Partnership became fully vested. In addition, all of Mr. Neumann's 19,896,032 WeWork Partnerships Profits Interests were amended to reduce the per-unit catch-up base amount to $0 and to reduce the per-unit distribution threshold to $10.38 (subject to downward adjustment based on closing date pricing if a de-SPAC or initial public offering occurs). As a result of this modification, Legacy WeWork recorded $102 million of Restructuring and other related (gains) costs in its Consolidated Statements of Operations for the three-months ended March 31, 2021. The distribution threshold was adjusted downward based on closing date pricing of the Business Combination discussed in Note 3. In connection with the Business Combination, Mr. Neumann elected to convert his WeWork Partnerships Profits Interest Units into WeWork Partnership Class A Common Units. See Note 10 for details on the WeWork Partnerships Profits Interest Units conversion. As of December 31, 2022 and 2021, there were no unvested WeWork Partnerships Profits Interest Units outstanding relating to other former members of management. The economic terms of the WeWork Partnerships Profits Interest Units give the holder an economic interest in the future growth and appreciation of the Company’s business and are intended to replicate, in certain respects, the economics of incentive stock options, while providing more efficient tax treatment for both the Company and the holder. Holders can also, at the election of the holder, (a) convert their vested WeWork Partnerships Profits Interest Units into WeWork Partnership Class A Common Units, or (b) exchange (along with the corresponding shares of the Company's Class C Common Stock) their WeWork Partnerships Profits Interest Units for (at the Company's election) shares of the Company’s Class A Common Stock or cash of an equivalent value. When the WeWork Partnership makes distributions to its partners, the holders of vested WeWork Partnerships Profits Interest Units are generally entitled to share in those distributions with the other partners, including the wholly-owned subsidiaries of WeWork Inc. that hold partnership interests, once the aggregate amount of distributions since the WeWork Partnerships Profits Interest Units were issued equals the “aggregate distribution threshold” with respect to those WeWork Partnerships Profits Interest Units. The “aggregate distribution threshold” with respect to any WeWork Partnerships Profits Interest Units issued equals the liquidation value of the WeWork Partnership when such WeWork Partnerships Profits Interest Units were issued, and such amount was determined based on a valuation of the WeWork Partnership performed by a third-party valuation firm. Once a WeWork Partnerships Profits Interest Units holder is entitled to share in distributions (because prior distributions have been made in an amount equal to the aggregate distribution threshold), the holder is entitled to receive distributions in an amount equal to a “preference amount”, which is a set dollar amount per WeWork Partnerships Profits Interest Units equal to the difference between the WeWork Partnerships Profits Interests “per-unit distribution threshold” (which is the per-profits-interest equivalent of the aggregate distribution threshold, as determined by a third-party valuation firm) and its “catch-up base amount”, and thereafter shares pro rata in distributions with other partners in the WeWork Partnership. Holders can also (a) convert their vested WeWork Partnerships Profits Interest Units into WeWork Partnerships Class A Common Units, or (b) exchange (along with the corresponding shares of the Company's Class C Common Stock), their vested WeWork Partnerships Profits Interest Units, for (at the Company's election) shares of the Company's Class A Common Stock or cash of an equivalent value. Similar to their entitlement to distributions, as described above, holders of vested WeWork Partnerships Profits Interest Units can receive value through such an exchange only to the extent the value of the WeWork Partnership has increased above the aggregate distribution threshold. This is measured by comparing the value of a share of the Company’s Class A Common Stock on the day of exchange to the per-unit distribution threshold for the exchanged WeWork Partnerships Profits Interest Units. If, on the day that a WeWork Partnerships Profits Interest Units is exchanged, the value of a share of the Company’s Class A Common Stock exceeds the per-unit distribution threshold for the exchanged WeWork Partnerships Profits Interest Units, then the holder is entitled to receive that difference plus the “preference amount” for the WeWork Partnerships Profits Interest Units (subject to certain downward adjustments for prior distributions by the WeWork Partnership). Upon the exchange of WeWork Partnerships Profits Interest Units in the WeWork Partnership for shares of Class A Common Stock or the forfeiture of WeWork Partnerships Profits Interest Units in the WeWork Partnership, the corresponding shares of Class C Common Stock will be redeemed. Shares of Class C Common Stock cannot be transferred other than in connection with the transfer of the corresponding WeWork Partnerships Profits Interest Units in the WeWork Partnership. The redemption value of the WeWork Partnerships Profits Interest Units in the WeWork Partnership are measured based upon the aggregate redemption value and takes into account the proportion of employee services rendered under the WeWork Partnerships Profits Interest Units vesting provisions. The redemption value will vary from period to period based upon the fair value of the Company and are accounted for as a component of noncontrolling interests within the equity section of the Consolidated Balance Sheets through reclassifications to and from additional paid-in-capital. As of December 31, 2022, there were 42,057 vested WeWork Partnerships Profits Interest Units outstanding. However, the overall redemption value of outstanding WeWork Partnerships Profits Interest Units and the corresponding noncontrolling interest in the WeWork Partnership was zero as of December 31, 2022 and 2021, as the fair market value of the Company’s stock as of December 31, 2022 and 2021, was less than the per-unit distribution threshold for the outstanding WeWork Partnerships Profits Interest Units. As the fair market value of the Company’s stock increases above the distribution threshold, the WeWork Partnerships Profits Interest Units will be dilutive to the Company’s ownership percentage in the WeWork Partnership. The following table summarizes the WeWork Partnerships Profits Interest Units activity during the year ended December 31, 2022: Number of Weighted- Weighted- Aggregate WeWork Average Average Intrinsic Partnerships Distribution Preference Value Profits Interest Units Threshold Amount (In millions) Outstanding, December 31, 2021 42,057 $ 59.65 $ 13.22 $ — Granted — $ — $ — — Exchanged/redeemed — $ — $ — — Forfeited/canceled — $ — $ — — Outstanding, December 31, 2022 42,057 $ 59.65 $ 13.22 $ — Exercisable, December 31, 2022 42,057 $ 59.65 $ 13.22 $ — Vested and expected to vest, December 31, 2022 42,057 $ 59.65 $ 13.22 $ — There were no WeWork Partnerships Profits Interest Units granted during the years ended December 31, 2022 and 2021. As of December 31, 2022, there was no unrecognized stock‑based compensation expense from outstanding WeWork Partnerships Profits Interest Units. Stock Options Service-based Vesting Conditions The stock options outstanding noted below consist primarily of time‑based options to purchase Class A Common Stock, the majority of which vest over a three The following table summarizes the stock option activity during the year ended December 31, 2022: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Shares Price Life in Years (In millions) Outstanding, December 31, 2021 11,585,025 $ 7.15 6.4 $ 49 Granted 43,755 $ 6.06 Exercised (1,909,903) $ 2.50 Forfeited/canceled (3,242,350) $ 10.99 Expired (108,024) $ 8.60 Outstanding, December 31, 2022 6,368,503 $ 6.54 5.9 $ — Excercisable, December 31, 2022 4,661,547 $ 7.74 5.5 $ — Vested and expected to vest, December 31, 2022 6,350,686 $ 6.54 5.9 $ — Vested and exercisable, December 31, 2022 4,661,547 $ 7.74 5.5 $ — During the year ended December 31, 2022, 43,755 options were granted with a weighted average grant date fair value of $6.06. During the year ended December 31, 2021, no options were granted. During the year ended December 31, 2020, 23,704,178 options were granted with a weighted average grant date fair value of $2.02. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $7 million, $133 million and $1 million, respectively. The 43,755 options granted during the year ended December 31, 2022 were valued using the Black-Scholes Model. Of the stock options granted during the year ended December 31, 2020, 1,304,290 stock options were valued using the Black-Scholes Model and a single option approach and the remaining 22,399,888 stock options granted had an original exercise price greater than the fair market value of the Company's common stock on the date of grant and therefore the Company estimated the fair value of these awards using the binomial model. During the year ended December 31, 2021, no options were granted. The assumptions used to value stock options issued during the years ended December 31, 2022 and 2020, were as follows (these assumptions exclude the options exchange in the 2020 Option Repricing): December 31, 2022 2020 Fair value of common stock $ 6.26 $ 2.51 - 2.54 Weighted average expected term (years) 4.23 6.22 Weighted average expected volatility 50.0 % 51.0 % Risk-free interest rate 1.52% 0.30% - 1.02% Dividend yield — — As of December 31, 2022, the unrecognized stock‑based compensation expense from outstanding options awarded to employees and non-employee directors was approximately $5 million, expected to be recognized over a weighted‑average period of approximately 2.8 years. As of December 31, 2022, there was no unrecognized expense related to stock options awarded to non-employee contractors and consultants. As of December 31, 2022, there was no unrecognized cost to be capitalized and recorded as a component of property and equipment on the Consolidated Balance Sheets. Service, Performance and Market-based Conditions During the year ended December 31, 2020, the Company granted to certain employees options to purchase Class A Common Stock containing both service and performance-based vesting conditions, as well as a market-based exercisability condition. These stock options have a ten-year contractual term. These stock options will be eligible to vest following the achievement of either: (a) a performance-based vesting condition tied to unlevered free cash flow (as defined in the award), or (b) a performance-based vesting condition tied to a capital raise (as defined in the award) or the Company's Class A Common Stock becoming publicly traded on any national securities exchange and a market condition tied to the Company's valuation, at three to four distinct threshold levels over a distinct performance period from 2020 through 2024. Stock options that have become eligible to vest will then vest at the end of a three During the year ended December 31, 2021, the Company modified 13 million options (which represented all outstanding options at the time of the modification) held by 38 employees to purchase Class A Common Stock containing both service and performance-based vesting conditions (including a market-based vesting condition). The Company modified the market-based condition to be based on the share price of the Company's Class A Common Stock: (i) after the Company becomes (or becomes a subsidiary of) a publicly traded company with shares traded on the New York Stock Exchange, Nasdaq, or other similar national exchange, by either (a) an initial public offering, or (b) a Public Company Acquisition (as defined in the agreement), or (ii) if the Company's Class A Common Stock is not publicly traded on any national securities exchange, the share price shall be measured only as of the closing date of a Capital Raise Transaction (as defined in the agreement). The Company applied modification accounting under ASC 718, which resulted in a new measurement of compensation cost, and the original grant-date fair value of the award is no longer used to measure compensation cost for the award. The market-based weighted‑average fair value on the new measurement date amounted to $3.19, an increase of $1.40 per option. The modified liquidity-based performance condition associated with (a) and (b) above was deemed satisfied upon the closing of the Business Combination. The following table summarizes the activity of these option grants during the year ended December 31, 2022: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Shares Price Life in Years (In millions) Outstanding December 31, 2021 7,652,585 $ 2.54 8.4 — Granted — $ — Exercised — $ — Forfeited/canceled (2,478,572) $ 2.54 Outstanding, December 31, 2022 5,174,013 $ 2.54 7.3 $ — Exercisable, December 31, 2022 — $ — $ — Vested and expected to vest, December 31, 2022 — $ — $ — Vested and exercisable, December 31, 2022 — $ — $ — The fair value of the awards with a performance-based vesting condition was estimated using a two-step binomial option pricing model to capture the impact of the value the underlying common stock based on the Company’s complex capital structure and the post-vesting exercise behavior of the subject awards, which were captured by applying a suboptimal exercise factor of 2.5-times the exercise price and post-vesting forfeiture rate of 10 percent. The fair value of the awards with performance and market-based conditions was estimated using a Monte Carlo simulation to address the path-dependent nature of the market-based vesting conditions. Based on the award term, equity value, expected volatility, risk-free rate, and a series of random variables with a normal distribution, the future equity value is simulated to develop a large number of potential paths of the future equity value. Each path within the simulation includes the measurement of the 90-trading day average future equity value to determine whether the market-based conditions are met, and the future value of the award based on applying a sub-optimal exercise factor of 2.5-times the exercise price to capture post-vesting, early exercise behavior. There were no stock options with performance-based vesting conditions (including market conditions) granted during the years ended December 31, 2022 and 2021. The Company recognizes the compensation cost of awards subject to service and performance-based vesting conditions including a market condition using the accelerated attribution method. For tranches in which the performance-based vesting conditions are probable, the Company recognizes the compensation cost for each tranche using the highest associated grant date fair value over the longer of (a) the explicit requisite service period, or (b) the shorter of the implied performance or derived market-based requisite service periods, with a cumulative catch-up upon the closing of the Business Combination for service already provided. For tranches in which the performance-based vesting conditions are not probable, the Company recognizes the compensation cost for each tranche over the longer of the explicit service or derived market-based requisite service periods, with a cumulative catch-up upon the closing of the Business Combination for service already provided. As of December 31, 2022, the unrecognized stock‑based compensation expense from outstanding options was approximately $2 million, expected to be recognized over a weighted‑average period of approximately 1 year. 2020 Option Repricing In June 2020, the Compensation Committee of Legacy WeWork's Board of Directors approved a one-time repricing of stock options granted during February and March 2020 from an exercise price of $4.85 per share to an exercise price of $2.55 per share (the "2020 Option Repricing"). As a result of the 2020 Option Repricing, 5,690 grantees exchanged 30,343,908 stock options with an exercise price of $4.85 per share for 30,343,908 stock options with an exercise price of $2.55 per share. The 2020 Option Repricing was subject to modification accounting under ASC 718. Modifications to stock-based awards are treated as an exchange of the original award for a new award with total compensation equal to the grant-date fair value of the original award plus any incremental value of the modification. The incremental value is based on the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. In connection with this modification, the Company recorded an incremental stock-based compensation charge of $1 million during each of the years ended December 31, |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 25. Net Loss Per Share We compute net loss per share of Class A common stock and Class B common stock under the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. The shares of Class C common stock are deemed to be a non-economic interest. The shares of Class C common stock 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 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 27), 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 years ended December 31, 2021 and 2020, 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 December 31, 2022 and 2021, 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 55,995,276 and 9,534,516 shares issuable upon exercise of the warrants for the year ended December 31, 2022 and 2021, respectively. 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 years ended December 31, 2022, 2021 and 2020, 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 years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (Amounts in millions, except share and per share amounts) 2022 2021 2020 Numerator: Net loss attributed to WeWork Inc. $ (2,034) $ (4,439) $ (3,129) Less: Fair value of contingently issuable shares related to warrants issued to principal shareholder as an inducement — (406) — Net loss attributable to Class A and Class B Common Stockholders (1) - basic $ (2,034) $ (4,845) $ (3,129) Net loss attributable to Class A and Class B Common Stockholders (1) - diluted $ (2,034) $ (4,845) $ (3,129) Denominator: Basic shares: Weighted-average shares - Basic 761,845,605 263,584,930 140,680,131 Diluted shares: Weighted-average shares - Diluted 761,845,605 263,584,930 140,680,131 Net loss per share attributable to Class A and Class B Common Stockholders: Basic $ (2.67) $ (18.38) $ (22.24) Diluted $ (2.67) $ (18.38) $ (22.24) (1) The years ended December 31, 2022 and 2021 are comprised of only Class A common stock as noted above. 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. Year Ended December 31, 2022 2021 2020 Warrants 23,877,777 23,877,787 112,580,862 Partnership Units 19,896,032 19,896,032 — RSUs 13,681,759 12,230,623 2,329,145 Stock options 11,542,516 19,237,610 41,012,401 Contingent shares (1) 431,299 — — WeWork Partnerships Profits Interest Units 42,057 42,057 20,794,324 Convertible Preferred Stock Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition — — 304,790,585 Convertible Preferred Stock Series Junior — — 1,239 Convertible notes — — 648,809 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 26. 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 December 31, 2022 and 2021, $6 million remains outstanding in a letter of credit issued under the 2019 LC Facility and is secured by a new letter of credit issued under the Senior LC 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 million of standby letters of credit outstanding under these other arrangements that are secured by $3 million and $11 million of restricted cash at December 31, 2022 and 2021, respectively. Credit Agreement and Reimbursement Agreement — On December 27, 2019, WeWork Companies LLC entered into the Credit Agreement (as amended, waived or otherwise modified from time to time, the "Credit Agreement"). The 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, in May 2022, 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 December 31, 2022, $1.1 billion of standby letters of credit were outstanding under the Senior LC Tranche, of which none were drawn. As of December 31, 2022, there was $21 million in remaining letter of credit availability under the Senior LC Tranche. In connection with the reduction of the Senior LC Tranche capacity in February 2023, the Company funded $136 million of cash collateral. Upon effectiveness of the Sixth Amendment to the Credit Agreement, $1.1 billion of standby letters of credit were outstanding under the Senior LC Facility, of which none were drawn. In addition, as of the Sixth Amendment to the Credit Agreement, approximately $100 million of contingent obligations in respect of letters of credit issued under the Senior LC Facility are required to be cash collateralized, in the amount of 105% of the stated amount thereof. 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 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. 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 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 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) the Junior LC Tranche was increased 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 additional $120 million 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 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 years ended December 31, 2022 and 2021, the Company recognized $20 million and none, respectively, in interest expense in connection with the Junior LC Tranche. The Company's gross proceeds of $350 million from the issuance of the Junior LC Tranche were recorded net of unamortized debt issuance costs of $7 million in long term debt, net on the accompanying Consolidated Balance Sheets as of December 31, 2022. 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 5.00% Senior Notes, and any existing and future senior unsecured indebtedness of the Company, (ii) are senior in right of payment to any existing 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 17), 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 years ended December 31, 2022, 2021 and 2020, the Company recognized $63 million, $82 million, and $70 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 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 December 31, 2022, there were no borrowings outstanding under the LC Debt Facility. As of December 31, 2022, the Company had capitalized a total of $0.5 million in debt issuance costs, as the nonrefundable engagement fee, which will be amortized until February 10, 2023. Such costs were capitalized as deferred financing costs and included as a component of other assets, net of accumulated amortization totaling $0.5 million as of December 31, 2022 on the accompanying Consolidated Balance Sheets. During the year ended December 31, 2022, the Company recorded $0.3 million 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 December 31, 2022 and 2021, the Company had issued approximately $60 million and $59 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 December 31, 2022, 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) In November 2019, two separate purported class and derivative complaints were filed by three Company shareholders (Carter, Goldstein, and Won) against the Company, certain current and former directors, SBG, Adam Neumann and Masayoshi Son. Both complaints were filed in California state court and alleged, among other things, that defendants breached fiduciary duties and/or aided and abetted breaches of fiduciary duties in connection with certain transactions. The complaints sought injunctive relief and damages. On August 31, 2020, the San Francisco County Superior Court granted the Company’s motions to compel Carter and Won to pursue their claims in arbitration, and also granted the Company’s motion to enforce its forum selection bylaw by staying Goldstein’s claims. On January 19, 2023, an arbitrator dismissed Carter and Won’s claims with prejudice pursuant to a confidential resolution between the parties. On January 24, 2023, the San Francisco County Superior Court also dismissed Carter, Goldstein, and Won’s Superior Court complaints pursuant to the same confidential resolution between the parties. 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 December 31, 2022 and 2021, the Company had asset retirement obligations of $230 million and $220 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 Consolidated Balance Sheets. Asset retirement obligations include the following activity during the years ended December 31, 2022 and 2021: Year ended December 31, (Amounts in millions) 2022 2021 Balance at beginning of period $ 220 $ 206 Liabilities incurred in the current period 20 10 Liabilities settled in the current period (10) (19) Accretion of liability 16 17 Revisions in estimated cash flows — 20 Effect of foreign currency exchange rate changes (16) (14) Balance at end of period 230 220 Less: Current portion of asset retirement obligations (2) (1) Total non-current portion of asset retirement obligations $ 228 $ 219 |
Other Related Party Transaction
Other Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | Note 27. Other Related Party Transactions Related party amounts are reported in the following financial statement line items: December 31, (Amounts in millions) 2022 2021 Assets Current assets: Accounts receivable and accrued revenue $ 3 $ — Prepaid expenses 1 1 Other current assets — 2 Total current assets 4 3 Other assets 384 596 Total assets $ 388 $ 599 Liabilities Current liabilities: Accounts payable and accrued expenses $ 86 $ 94 Deferred revenue 2 5 Current lease obligations 13 18 Other current liabilities 2 — Total current liabilities 103 117 Long-term lease obligations 286 525 5.00% Senior Notes 1,650 1,650 Other liabilities 32 — Total liabilities $ 2,071 $ 2,292 Year Ended December 31, (Amounts in millions) 2022 2021 2020 Revenue $ 61 $ 143 $ 170 Expenses: Total expenses 59 85 81 Interest expense 390 387 247 Gain (loss) from change in fair value of warrant liabilities — (345) 820 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. In connection with the sale, an amendment was made to the original profit sharing arrangement ("PSA") resulting from the sale of the Creator Fund to Softbank in 2020. The PSA was updated to reflect the additional capital commitment to Sound Ventures 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 investments in the Creator Fund of over $102 million. International Joint Ventures and Strategic Partnerships During the year ended December 31, 2022, the Company converted the 2020 Debentures and other convertible debentures (as discussed and defined in Note 13) 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 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 $66.5 million as of December 31, 2022). The Company has recognized this share pledge at a fair value of $0.4 million and is included as a component of other liabilities on the accompanying Consolidated Balance Sheets. See Note 18 for details on the fair value of the share pledge. IndiaCo constructs and operates workspace locations in India using WeWork’s branding, advice, and sales model. Per the terms of an agreement, the Company will also receive a management fee from IndiaCo. During the years ended December 31, 2022, 2021 and 2020, the Company recorded $7 million, $6 million and $2 million of management fee income from IndiaCo, respectively. Subsequent to the ChinaCo 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 $0.6 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 Consolidated Balance Sheets as of December 31, 2022 and 2021. Subsequent to the ChinaCo Deconsolidation, the Company has also continued to provide a guarantee to certain landlords of ChinaCo, guaranteeing total lease obligations up to $4 million as of December 31, 2022. 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 years ended December 31, 2022, 2021 and 2020, the Company recorded none, $2 million and $3 million, respectively, of total fee income for services provided to ChinaCo, included within service revenue as a component of total revenue in the accompanying Consolidated Statements of Operations. All amounts earned from ChinaCo prior to the ChinaCo Deconsolidation are eliminated in consolidation. Creator Fund In September 2020, in connection with the transfer of the Company's variable interest and control over the Creator Fund to an affiliate of SBG described in Note 10, the production services agreement was terminated and the parties agreed that the Company would not be required to reimburse an affiliate of SBG for the $22 million of deferred revenue. As SBG is a principal shareholder of the Company, the forgiveness of this reimbursement obligation was accounted for as a capital contribution and reclassified from liabilities to additional paid-in-capital during the year ended December 31, 2020. VistaJet During the year ended December 31, 2020, the Company sold WeWork’s unused flight hours with VistaJet, an aviation company offering private flight services, to an affiliate of SBG at cost, through the cancellation of $2 million in debt. Non-Compete Agreement During the year ended December 31, 2019, an affiliate of SBG entered into a non-compete agreement with Mr. Neumann for a cash payment of $185 million, of which 50% was paid initially, with the remaining 50% payable in twelve equal monthly installments. During 2019, the Company recorded this as an expense of the Company to be paid for by a principal shareholder as the Company also benefited from the arrangement through restricting Mr. Neumann's ability to provide similar services to a competing organization. The Company recognized the expense in full during 2019, with a corresponding increase in additional paid-in capital, representing a deemed capital contribution by SBG. The expense is included as a component of restructuring and other related costs on the Consolidated Statements of Operations. In connection with his separation, the Company agreed to reimburse Mr. Neumann for legal expenses incurred. The Company recorded $2 million within restructuring and other related costs on the Consolidated Statements of Operations during 2019 and a corresponding liability of $2 million included in accounts payable and accrued expenses on the Consolidated Balance Sheets as of December 31, 2019. The Company paid for the legal expenses during the year ended December 31, 2020. Also in connection with his separation agreement, the Company agreed to provide Mr. Neumann, at the Company's cost, with the continuation of his family healthcare benefits through October 2020, security services through October 2020 and use of a WeWork office through February 2021. 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 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 Consolidated Statements of Operations for the three months ended March 31, 2021. Refer to Note 24 for more information. • 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 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 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 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 15,720,950 shares of 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 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 10 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 WeCap Holdings Partnership sold its investment in DSQ, as discussed in Note 13, as of December 31, 2022. As a result the operating lease obligations related to DSQ are no longer with a related party. 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 December 31, 2022, the Company has 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 Consolidated Balance Sheets. The lease activity for the years ended December 31, 2022, 2021 and 2020 for these leases are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Mr. Neumann Operating Lease Agreements: Lease cost expense $ 1 $ 8 $ 11 Contractual obligation 1 8 11 Tenant incentives received — — 4 Finance Lease Agreement: Interest expense $ 1 $ 2 $ 2 Contractual obligation 2 2 2 Tenant incentives received — — 1 WeCap Investment Group Operating Lease Agreements: Lease cost expense $ 53 $ 56 $ 44 Contractual obligation 40 54 33 Tenant incentives received 9 4 13 The Company's aggregate undiscounted fixed minimum lease cost payments and tenant lease incentive receivables for these leases as of December 31, 2022 are 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 $ 591 $ 27 (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 years ended December 31, 2022, 2021 and 2020, the Company earned additional revenue for the sale of memberships and various other services provided and recognized expenses from related parties as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Revenue: SBG (1) $ 45 $ 119 $ 142 Other related parties (2) 9 14 23 Expenses: SBG (1) $ 5 $ 21 $ 20 Other related parties (2) — — 6 (1) SBG is a principal stockholder with representation on the Company's 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 10), SBG waived its right to be reimbursed by the Company for $7 million of these obligations. During the years ended December 31, 2022 and 2021, the Company made no additional payments on these obligations to SBG. As of December 31, 2022 and 2021, 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 SBG terminated its membership agreement effective December 2022 and agreed to pay the Company $3.0 million in December 2022. The payment was received in December 2022 and included in revenue on the Consolidated Statements of Operations for the year ended December 31, 2022. (2) These related parties have significant influence over the Company through representation on the Company's Board or are vendors in which the Company has an equity method investment or other related party relationship. |
Segment Disclosures and Concent
Segment Disclosures and Concentration | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Disclosures and Concentration | Note 28. 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. The Company’s revenues and total property and equipment, by country, are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Revenue: United States $ 1,428 $ 1,149 $ 1,685 United Kingdom 493 347 421 Japan 199 212 251 Other foreign countries (1),(2) 1,125 862 1,059 Total revenue $ 3,245 $ 2,570 $ 3,416 December 31, (Amounts in millions) 2022 2021 Property and equipment: United States $ 3,607 $ 4,036 United Kingdom 802 877 Japan 408 487 Other foreign countries (2) 2,012 2,025 Total property and equipment $ 6,829 $ 7,425 (1) During the year ended December 31, 2020, includes $206 million of revenue for Greater China related solely to the consolidated amounts of ChinaCo, which was deconsolidated on October 2, 2020. (2) 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 years ended December 31, 2022, 2021 and 2020, approximately 44%, 45% and 49%, respectively, of the Company's revenue was earned in the United States and approximately 15%, 14% and 12%, respectively, of the Company's revenue was earned in the United Kingdom. The majority of the Company's 2022 revenue from locations in the United States was generated from locations in greater New York City, San Francisco, and Boston markets. In the United Kingdom, 87% of 2022 revenues and 89% of the Company's property and equipment are related to WeWork locations in the greater London area. In the United States, the 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 years ended December 31, 2022, 2021 and 2020 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 29. Subsequent Events These Consolidated Financial Statements include a discussion of material events, if any, which have occurred subsequent to December 31, 2022 (referred to as subsequent events) through the issuance of the Consolidated Financial Statements. In January 2023, the Issuers issued and sold $250 million of Secured Notes to SVF II under the Secured NPA. See Note 17 and Note 26 for additional details. In February 2023, the Company amended the Credit Agreement to extend the maturity of the Junior LC Tranche from November 2023 to March 2025 and increased the facility from $350 million to $470 million. See Note 17 and Note 26 for additional details. 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, a securities purchase and commitment agreement and certain other support agreements (collectively, the “Transactions Agreements”) relating to a series of contractually committed comprehensive Transactions 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. Pursuant to the Transactions Agreements, the applicable parties have agreed to support, approve, implement and enter into definitive documents covering the following transactions, among other things (collectively, the “Transactions”): • certain offers to exchange, and related consent solicitations with respect to, all of the outstanding 7.875% Senior Notes and 5.00% Senior Notes, Series II, for a combination 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 “New Second Lien Notes”), 12.00% Third Lien Senior Secured PIK Notes due 2027 (with interest per annum payable in PIK only) of the Issuers (the “New Third Lien Notes”) and shares of Class A Common Stock, as applicable, and concurrently issue $500 million in aggregate principal amount of 15.00% First Lien Senior Secured PIK Notes due 2027 (with interest per annum payable 7.00% in cash and 8.00% in PIK) of the Issuers (the “New First Lien Notes”) in connection with the exchange offers, which amount will be backstopped by the Ad Hoc Group in exchange for a $25 million backstop fee payable in the form of additional New First Lien Notes; • the exchange of all of the outstanding 5.00% Senior Notes, Series I, held by StarBright WW LP (or any affiliate to which StarBright WW LP transfers its 5.00% Senior Notes, Series I) (a "SoftBank Noteholder") for a combination 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 “New Second Lien Exchangeable Notes”), 12.00% Third Lien Senior Secured PIK Exchangeable Notes due 2027 (with interest per annum payable in PIK only) of the Issuers (the “New Third Lien Exchangeable Notes”) and shares of Class A Common Stock; • the rollover of $300 million of the $500 million commitment from SVF II under the Secured NPA to purchase Secured Notes, including $250 million in aggregate principal amount of Secured Notes currently outstanding, into $300 million of New First Lien Notes, which, at the Company’s option, would be issued to SVF II in full and outstanding at the closing of the Transactions or issuable to SVF II from time to time in whole or in part pursuant to a new note purchase agreement (the “SoftBank Delayed Draw Notes”), subject to a 12.50% fee on up to $50 million in aggregate principal amount of New First Lien Notes outstanding and held by SVF II in excess of $250 million in the form of additional New First Lien Notes. In addition, during the period from the entry into the Transaction Support Agreement to the closing of the Transactions , the Company may draw upon the remaining $250 million in aggregate principal of Secured Notes, each draw subject to the terms of the Secured NPA, subject to the following schedule: (i) a draw request of $50 million which may be made no earlier than April 1, 2023; (ii) a subsequent draw request of no more than $75 million which may be made no earlier than May 1, 2023; (iii) another subsequent draw request of no more than $75 million which may be made no earlier than June 1, 2023; and if applicable, (iv) a draw request of $50 million thereafter ; and • the issuance of 35 million shares of Class A Common Stock in a private placement at a purchase price of $1.15 per share at closing of the Transactions and up to $175 million of New First Lien Notes issuable from time to time at the Company’s option pursuant to a new note purchase agreement to a third party investor (the “Third Party Delayed Draw Notes”), subject to a 12.50% fee on up to $50 million in aggregate principal amount of New First Lien Notes outstanding and held by the Third Party Investor in excess of $125 million in the form of additional New First Lien Notes. Any draw request by the Company under the SoftBank Delayed Draw Notes and the Third Party Investor Delayed Draw Notes shall be made as follows: (i) the first $250 million under the SoftBank Delayed Draw Notes and the first $125 million under the Third Party Investor Delayed Draw Notes shall be drawn ratably; and (ii) the final $50 million under each of the SoftBank Delayed Draw Notes and the Third Party Investor Delayed Draw Notes shall be drawn ratably. Closing of any Transaction pursuant to the Transaction Support Agreement is subject to, and conditioned upon, closing of all of the other Transactions as well as receipt of certain stockholder approvals with respect to the Transactions (the “Stockholder Approvals”). In connection with the entry into the Transaction Support Agreement, the Company and certain stockholders of the Company entered into support agreements pursuant to which each such stockholder has agreed, among other things, to vote all of its shares of Class A Common Stock in favor of the Stockholder Approvals. Management has determined that such approvals obtained in connection with the execution of the Transactions Agreements are sufficient to ensure the closing of the Transactions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying Consolidated Financial Statements and notes to the Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company, its majority‑owned subsidiaries and variable interest entities ("VIEs") for which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. |
Liquidity and Going Concern | Liquidity and Going Concern — The accompanying 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 250-40, Presentation of Financial Statements — Going Concern (“ASC 250-40”) , 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 Consolidated Financial Statements are issued. In accordance with ASC 250-40, 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 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. |
Segments | The Company operates as a single operating segment. |
Consolidation | The accompanying Consolidated Financial Statements include the accounts of the Company, its majority‑owned subsidiaries and 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 10) are the Company's only consolidated VIEs as of December 31, 2022. See Note 10 for discussion of the consolidated VIE transactions during the years ended December 31, 2022, 2021 and 2020. See Note 13 for discussion of the Company’s non-consolidated VIEs. A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the Consolidated Balance Sheets and the presentation of net income in the Consolidated Statements of Comprehensive Loss, is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests. The Company's convertible preferred stock and noncontrolling interests that are redeemable upon the occurrence of an event that is not solely within the control of the Company are classified outside of permanent equity. As it was not probable that the remaining convertible preferred stock and noncontrolling interest would become redeemable during the period in which redeemable features upon the occurrence of an event that is not solely within the control of the Company existed, no remeasurement was required. See Note 10 for further discussion of the elimination of redemption features upon the Business Combination. The Company's noncontrolling interests that have redemption features within the Company's control are classified within permanent equity and are described further below. The redemption value of the WeWork Partnerships Profits Interest Units (as discussed in Note 24) are measured based upon the aggregate redemption value and takes into account the proportion of employee services rendered under the WeWork Partnerships Profits Interest Units vesting provisions. The redemption value will vary from period to period based upon the fair value of the Company, whereby the intrinsic value (per-unit fair value of the Company is greater than the per-unit distribution threshold) will be reflected as Noncontrolling interests in the equity section of the Consolidated Balance Sheets with a corresponding entry to Additional paid-in-capital. The intrinsic value of the WeWork Partnership Profits Interests will be remeasured each period until the WeWork Partnerships Profits Interest Units are converted to shares or cash. The Company's other noncontrolling interests represent substantive profit-sharing arrangements and profits and losses are attributed to the controlling and noncontrolling interests using the hypothetical-liquidation-at-book-value method. |
Use of Estimates | Use of Estimates — The preparation of the 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 Consolidated Financial Statements, and the reported amount of revenues and expenses during the reporting periods. Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Actual results could differ from those estimates. This includes the net operating income assumptions in the Company's long-lived asset impairment testing, 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 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 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 that the COVID-19 |
Reclassifications | Reclassifications — Certain reclassifications have been made to prior years' financial information to conform to the current year presentation. This includes the aggregation of Goodwill and Intangible assets, net into one financial statement line item, "Goodwill and intangible assets, net," and the inclusion of Restricted Cash in Other Assets for all periods presented on the Consolidated Balance Sheets. This also includes the aggregation of Capitalized software of $40 million and $23 million during the years ended December 31, 2021 and 2020, respectively, and Purchases of property and equipment into one financial statement line item, "Purchases of property, equipment and capitalized software" for all periods presented on the Consolidated Statements of Cash Flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash and cash equivalents consist of highly liquid marketable securities with original maturities of three months or less at the time of purchase. Cash equivalents are presented at cost, which approximates fair value. |
Restricted Cash | Restricted Cash - Restricted cash consists primarily of amounts provided to banks to secure letters of credit issued under certain of the Company’s credit agreements as required by various leases. Transfers between restricted and unrestricted cash accounts are not reported within the Consolidated Statements of Cash Flows. Only restricted cash receipts or payments from restricted cash directly to third parties are reported in the Consolidated Statements of Cash Flows as either an operating, investing or financing activity, depending on the nature of the transaction. Restricted Cash is included as a component of other assets in the accompanying Consolidated Balance Sheets, see Note 14. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts — In accordance with ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), management determines an allowance that reflects its best estimate of the accounts receivable due from members, related parties, landlords and others that it expects will not be collected. Management considers many factors in considering its reserve with respect to these accounts receivable, including historical data, experience, creditworthiness, income trends, as well as current and forward looking conditions. Recorded liabilities associated with members’ service retainers are also considered when estimating the allowance for doubtful accounts as we have the contractual right to apply members' service retainers to outstanding receivables. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received. |
Property and Equipment | Property and Equipment — Property and equipment are recorded at cost less accumulated depreciation. A variety of costs are incurred in the construction of leasehold improvements including development costs, construction costs, salaries and related costs, and other costs incurred during the period of development. After a determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. The Company capitalizes costs until a project is substantially completed and occupied, or held available for occupancy, and capitalizes only those costs associated with the portions under development. Subsequent expenditures that extend the useful life of an asset are also capitalized. Leasehold improvements are amortized over the lesser of the estimated useful life of the improvements or the remaining term of the lease using the straight‑line method. Furniture and equipment are depreciated over three |
Business Combinations and Contingent Consideration | Business Combinations — We include the financial results of businesses that we acquire from the date of acquisition. We determine the fair value of assets acquired and liabilities assumed based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Contingent Consideration — The fair value measurements of contingent consideration liabilities established in connection with business combinations are determined as of the acquisition date based on significant unobservable inputs, including the discount rate, the price of the Company's stock, estimated probabilities and timing of achieving specified milestones and the estimated amount of future sales. Contingent consideration liabilities are remeasured to fair value at each subsequent reporting date until the related contingency is resolved. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones, the time required to achieve the milestones and estimated future sales. Significant judgment is employed in determining the appropriateness of these inputs. Changes to the inputs described above could have a material impact on the Company's financial position and results of operations in any given period. Cash paid soon after the close of an acquisition is classified as a cash outflow from investing activities, while cash payments made after that time are classified as cash outflows from either financing or operating activities, depending on whether the amount paid is in excess of the contingent consideration recognized during the measurement period. |
Goodwill | Goodwill — Goodwill represents the excess of the purchase price of an acquired business over the fair value of the assets acquired less liabilities assumed in connection with the acquisition. Goodwill is not amortized, but instead is tested for impairment at least annually in the fourth quarter of each year as of October 1 at each reporting unit level, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired, and is required to be written down when impaired. The guidance for goodwill impairment testing begins with an optional qualitative assessment to determine whether it is more likely than not that goodwill is impaired. The Company is not required to perform a quantitative impairment test unless it is determined, based on the results of the qualitative assessment, that it is more likely than not that goodwill is impaired. The quantitative impairment test is prepared at the reporting unit level. In performing the impairment test, management compares the estimated fair values of the applicable reporting units to their aggregate carrying values, including goodwill. If the carrying amounts of a reporting unit including goodwill were to exceed the fair value of the reporting unit, an impairment loss is recognized within our Consolidated Statements of Operations in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. |
Intangible Assets, net | Intangible Assets, net — The Company capitalizes purchased software and computer software development costs for internal use when the amounts have a useful life or contractual term greater than twelve months. Purchased software consists of software products and licenses which are amortized over the lesser of their estimated useful life or the contractual term. Internally developed software costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external direct costs of the development are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of substantially all testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditure will result in additional functionality. Internal use software is amortized on a straight‑line basis over its estimated useful life, generally three years. Maintenance and training costs are expensed as incurred. Acquired intangible assets are carried at cost and finite-lived intangible asset are amortized on a straight-line basis over their estimated useful lives. We determine the appropriate useful life of our intangible assets by measuring the expected cash flows of acquired assets. The initial estimated useful life of the Company's finite-lived intangible assets range from one year to ten years. |
Impairment of Long-Lived Assets and Assets Held for Sale | Impairment of Long‑Lived Assets — Long‑lived assets, including property and equipment, right-of-use assets, capitalized software, and other finite-lived intangible assets, are evaluated for recoverability when events or changes in circumstances indicate that the asset may have been impaired. In evaluating an asset for recoverability, the Company considers the future cash flows expected to result from the continued use of the asset and the eventual disposition of the asset. If the sum of the expected future cash flows, on an undiscounted basis, is less than the carrying amount of the asset, an impairment loss equal to the excess of the carrying amount over the fair value of the asset is recognized. During the years ended December 31, 2022, 2021 and 2020, the Company recorded none, none and $3.1 million, respectively, in routine impairment charges and property and equipment write-offs relating to excess, obsolete or slow-moving inventory of furniture and equipment, early termination of leases and cancellation of other deals or projects occurring in the ordinary course of business. These impairment charges are included as a component of selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. In connection with operational restructuring program described in Note 5 and related changes in the Company's leasing plans and planned or completed disposition of certain non-core operations, as well as the impact to the Company's business as a result of COVID-19, the Company has also recorded various other non-routine write-offs, impairments and gains on sale of goodwill, intangibles and various other assets. These non-routine charges totaled $625 million, $870 million and $1,356 million during the years ended December 31, 2022, 2021 and 2020, respectively, and are included as impairment expense/(gain on sale) of goodwill, intangibles and other assets in the accompanying Consolidated Statements of Operations. Assets Held for Sale — The Company classifies an asset (or assets to be disposed of together as a group) as held for sale when management, having the authority to approve the action, commits to a plan to sell the assets, the assets are available for immediate sale in their present condition, subject only to terms that are usual and customary for sales of such assets, an active program to locate a buyer and other actions required to complete the plan to sell have been initiated and it is probable the transfer of the assets are expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the assets beyond one year. Prior period balances are not reclassified. Assets classified as held for sale are being actively marketed for sale at a price that is reasonable in relation to their current fair value and actions required to complete the sale plan indicate it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets that are classified as held for sale and the related liabilities directly associated with those that will be transferred in that transaction are initially measured at the lower of their carrying value or fair value less any costs to sell and depreciation and amortization expense is no longer recorded. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. The fair value of assets held for sale less any costs to sell is assessed each reporting period they remain classified as held for sale and any subsequent changes are reported as an adjustment to the carrying amount of the assets, as long as the adjusted carrying amount does not exceed the carrying amount of the assets at the time it was initially classified as held for sale. Gains are not recognized on the sale of an asset until the date of sale. |
Deferred Financing Costs | Deferred Financing Costs — |
Income Taxes | Income Taxes — The Company accounts for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the tax rates are enacted. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain. The Company has elected to recognize earnings of foreign affiliates that are determined to be global intangible low tax income in the period it arises and do not recognize deferred taxes for basis differences that may reverse in future years. |
Revenue Recognition | Revenue Recognition — For revenue contracts which do not qualify as leases in accordance with ASC 842, Leases ("ASC 842") the Company recognizes revenue under the five-step model required under Accounting Standard Codification ("ASC") No. 606, Revenue from Contracts with Customers ("ASC 606"), which requires the Company to identify the relevant contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations identified and recognize revenue when (or as) each performance obligation is satisfied. The Company’s primary revenue categories, related performance obligations and associated recognition patterns are as follows: Membership and Service Revenue — The Company sells memberships to individuals and organizations that provide access to office space, use of a shared internet connection, access to certain facilities (kitchen, common areas, etc.), a monthly allowance of conference room reservation hours, printing and copying and access to the WeWork mobile application. The price of each membership is based on factors such as the particular characteristics of the workspace occupied by the member, the geographic location of the workspace and the size of the workspace. The membership contracts may contain renewal options that may be exercised at the discretion of the member to extend the term beyond the initial term. All services included in a monthly membership allowance that remain unused at the end of a given month expire. Membership revenue consists primarily of fees from members, net of discounts for the access to office space provided. The majority of the Company's membership contracts are accounted for as revenue in accordance with ASC 606 and are recognized over time, evenly on a ratable basis, over the life of the agreement, as services are provided and the performance obligation is satisfied. Certain of the Company's membership contracts with its members related to “configured” workspaces which meet the definition of operating leases under ASC 842. The Company has elected not to separate non-lease components from lease components for all membership agreements with configured workspaces. The rental revenue recognized under ASC 842 is recognized evenly on a ratable basis over the term of the arrangement, consistent with the revenue recognition pattern for the membership services arrangements accounted for under ASC 606. We have also elected the practical expedient for our membership contracts accounted for under ASC 842 to exclude sales and use taxes and value added taxes we collect from members from consideration in the contract and from variable payments not included in the consideration in the contract. We recognize property taxes that we pay directly to taxing authorities and any reimbursement for such taxes from our members on a gross basis. Service revenue consists of additional billings to members for the ancillary services they may access through their memberships in excess of monthly allowances included in membership revenue, commissions earned by the Company on various services and benefits provided to our members and management fee income for services provided to Unconsolidated Locations subject to joint venture or other management arrangements, which as of December 31, 2022 included locations in India ("IndiaCo"), Greater China (as defined in Note 10 ("ChinaCo")), Greater Latin American territory (as defined in Note 10 ("LatamCo")), Israel, and certain Common Desk locations (as defined in Note 6). Members may elect whether they want to add-on additional services at the inception of their agreement. Additional fees for add-on services are included in the transaction price when elected by the member. To the extent a member elects an add-on service subsequent to the commencement of a commitment period, the additional add-on fee will be added to transaction price at that point in time. The Company's individual locations may include a combination of membership contracts for which revenue is recognized in accordance with ASC 606 and ASC 842 and the location operating expenses are incurred for the location as a whole and not segregated by individual member spaces and as a result, when evaluating the cost of services for membership and service revenue, both contract types are combined to evaluate the gross profit or performance of an individual location. Other Revenue — Other revenue includes revenue generated from various other offerings and business lines, not directly related to the revenue we earn under our membership agreements through which we provide space-as-a-service. Other revenue primarily includes design and development services, tuition for education programs, software and other subscription revenue, and management and advisory fees earned. Other revenues are generally recognized over time, on a monthly basis, as the services are performed. 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 which 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. The Company performs ongoing profitability analyses of its design and build services contracts accounted for using a cost-to-cost measure of progress in order to determine the accuracy of the latest estimates of revenues, costs and profit margins. Changes to total contract revenue, and estimated cost or losses, if any, are recognized on a cumulative catch-up basis in the period in which they are determined and may result in increases or decreases in revenues or costs. Significant judgment is required when estimating total cost including future labor and expected efficiencies, as well as whether a loss is expected to be incurred on the project. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. If the costs are recoverable, contract costs are capitalized and amortized over time consistent with the transfer of the services to which the asset relates. Billing terms and conditions generally vary by contract category. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., upfront, monthly or quarterly) or upon achievement of contractual milestones. For most of our standard memberships which are typically invoiced monthly, our payment terms are immediate. In most cases where timing of revenue recognition significantly differs from the timing of invoicing, the Company has determined that its contracts do not include a significant financing component. The Company elects the financing component practical expedient and does not adjust the promised amount of consideration in contracts where the time between cash collection and performance is less than one year. Members’ Service Retainers — Prior to moving into an office, members are generally required to provide the Company with a service retainer as detailed in their membership agreement. In the event of non-payment of membership or other fees by a member, pursuant to the terms of the membership agreements, the amount of the service retainer may be applied against the member’s unpaid balance. The Company recognizes members' service retainers as a liability as the Company expects to refund some or all of that consideration to the member. Contract Assets and Receivables — The Company classifies the right to consideration in exchange for solutions or services provided to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. Contracts that contain both contract assets and liabilities are recorded on a net basis. Contract assets that are expected to be billed beyond the next 12 months are considered long-term contract assets and included in other assets. Deferred Revenue — Deferred revenue represents collections from customers for which revenue has not been recognized to date. Deferred revenue is classified as a current liability as it is expected to be recognized as revenue within the next twelve months. Assets Recognized from the Costs to Obtain a Contract with a Customer — Incremental costs (e.g., member referral fees and certain sales incentive compensation) of obtaining a contract are capitalized and amortized into expense on a straight-line basis over the underlying contract period if the Company expects to recover those costs. The incremental costs of obtaining a contract include only those costs the Company incurs to obtain a contract that it would not have incurred if the contract had not been obtained. The costs associated with significant member referral fees are amortized over the underlying contract period, even if the contract term is less than twelve months. |
Leasing Arrangements | Leasing Arrangements — The Company accounts for its leasing arrangements in accordance with ASC 842. The Company has a significant portfolio of real estate leases entered into in connection with operating its business. The Company also leases certain equipment and has service contracts, including warehouse agreements, where we control identified assets, such as warehouse space, and therefore these arrangements represent embedded leases under ASC 842. The Company determines whether an arrangement is a lease at inception. The Company has made an accounting policy election to exempt leases with an initial term of 12 months or less from being recognized on the balance sheet. Short-term leases primarily relate to leases of office equipment and are not significant in comparison to the Company’s overall real estate portfolio. Payments related to those leases are recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. For leases with initial terms of greater than 12 months, the Company determines its classification as an operating or finance lease. At lease commencement, the Company recognizes a lease obligation and corresponding right-of-use asset based on the initial present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow over a similar term, and with a similar security, in a similar economic environment, an amount equal to the fixed lease payments. The commencement date is the date the Company takes initial possession or control of the leased premise or asset, which is generally when the Company enters the leased premises and begins to make improvements in preparation for its intended use. The Company’s leases do not provide a readily determinable implicit discount rate. Therefore, management estimates the incremental borrowing rate used to discount the lease payments based on the information available at lease commencement. The Company utilized a model consistent with the credit quality for its outstanding debt instruments to estimate its specific incremental borrowing rates that align with applicable lease terms. Non-cancelable lease terms for most of the Company's real estate leases typically range between 10-20 years and may also provide for renewal options. Renewal options are typically solely at the Company’s discretion and are only included within the lease obligation and right-of-use asset when the Company is reasonably certain that the renewal options would be exercised. The Company’s leases may include base rent payments and rent payments that include escalation terms on the amount of base rent which may vary by market with examples including fixed-rent escalations or escalations based on an inflation index or other market adjustments. Variable lease payments that depend on an index or rate are included in lease payments and are measured using the prevailing index or rate at lease inception or the measurement date. Changes to the index or rate are recognized in the period of change. Most leases require the Company to pay common area maintenance, real estate taxes and other similar costs. Common area maintenance is considered a non-lease component whereas real estate taxes are not components of a lease as defined in ASC 842. The Company has elected not to separate non-lease components from lease components for all asset classes in our real estate portfolio. To the extent that such costs represent non-lease components and payments are fixed in the lease agreement, those costs are included in the lease payments used to calculate the lease obligation and are included within the total lease cost recognized on a straight-line basis over the lease term. The Company expends cash for leasehold improvements and to build out and equip its leased locations. Generally, a portion of the cost of leasehold improvements is reimbursed to us by our landlords as a tenant improvement allowance. The Company may also receive a broker commission from the lessor for its role in identifying and negotiating certain of the Company’s leases. The Company recognizes lease incentives receivable relating to tenant improvement allowances and broker commissions receivable for its role in negotiating the Company’s leases, as a reduction of fixed lease payments at the lease commencement date, reducing the initial measurement of the lease obligation and right-of-use asset. The Company considers lease incentive receivables to represent a fixed future receipt due from the landlord, 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 as well as to collect any broker commission fees contractually due to the Company after lease commencement. The lease obligation recorded on the Company's balance sheet will increase as the Company receives collections on its lease incentives receivable that were included as a component of the total lease obligation at lease commencement. The Company also incurs certain costs in connection with obtaining or modifying a lease. Initial direct costs, or incremental costs of a lease that would not have been incurred if the lease had not been obtained, are included in the initial and subsequent measurement of the right-of-use asset and amortized ratably over the lease term as part of the total lease cost. Costs to negotiate or arrange a lease that would have been incurred regardless of whether the lease was obtained, such as fixed employee salaries are not initial direct costs and are expensed as incurred. The Company evaluates its right-of-use assets for impairment consistent with our property and equipment policy disclosure described above. Operating Lease Cost — In addition to base rent, a large majority of the Company’s lease agreements contain provisions for free rent periods, rent escalations, common area maintenance charges, real estate tax reimbursements, tenant improvement allowances and brokerage commissions received by the Company for negotiating the Company’s lease. These costs, or benefits in the case of the lease incentives due to the Company, are all considered a component of the total lease cost. For leases that qualify as operating leases, the Company recognizes the associated fixed lease cost on a straight-line basis over the term of the lease beginning on the date of initial possession, which is generally when the Company enters the leased premises and begins to make improvements in preparation for its intended use. Cash payments made to landlords reduce the Company's total lease obligation while the accretion of the lease obligation using the effective interest rate method, increases the liability over time. The difference between the total lease cost expensed on a straight-line basis and the accretion of the lease obligation over time using the effective interest rate method is recognized as a reduction to the lease right-of-use asset, net on the accompanying Consolidated Balance Sheets. Variable lease cost includes any contingent rent payments based on percentages of revenue or other profitability metrics as defined in the lease, common area maintenance, the Company's share of real estate taxes, or similar charges that are variable in nature. Variable lease costs are not included as lease payments in the calculation of the lease obligation and are included in variable lease costs as incurred and when probable. All cash payments for lease costs and cash receipts for lease incentives are included within operating activities in the Consolidated Statements of Cash Flows. Finance Lease Cost — For leases that qualify as a finance lease, the right-of-use assets related to finance lease obligations are recorded in property and equipment as finance lease assets and are depreciated over the shorter of the estimated useful life or the lease term and the expense is included as a component of depreciation and amortization expense on the accompanying Consolidated Statements of Operations. Payments made under finance leases are allocated between a reduction of the lease obligation and interest expense using the effective interest method. In the Consolidated Statements of Cash Flows, cash payments associated with finance leases are allocated between financing cash flows, for the portion related to the reduction of the lease obligation, and operating cash flows for the portion representing interest expense. Lease Modifications/Termination Fees — When a lease is modified, the lease liability and right-of-use asset is remeasured as of the effective date based on the reassessed remaining lease payments and prevailing incremental borrowing rate. Where the modification relates to a termination of the lease where the new expiration date is in a future period, any termination fees to be paid out are included in the remaining lease payments and are recognized over the remaining lease term. Where a lease is terminated and the effective date is immediate, the lease liability and right-of-use asset is derecognized and any difference is recognized as a gain or loss on termination. A termination penalty paid or received upon termination that was not already included in lease payments is included in the gain or loss on termination and recognized in Restructuring and other related (gains) costs on the Consolidated Statements of Operations. COVID-19 Related Concessions — The Company recognizes short-term COVID-19 related concessions or deferrals provided to our members whose contracts qualify as a lease in accordance with ASC 842, Leases as if it were contemplated in the existing contract and member concessions and deferrals that are expected to extend greater than 12 months or change the other terms of member leases are treated as modifications. The Company recognizes short-term COVID-19 related rent concessions received from our landlords as variable lease expense and short-term lease deferrals as if there is no change in the contract. COVID-19 related concessions and deferrals that are expected to extend greater than 12 months or change the other terms in the lease are treated as modifications and a full re-valuation of the right-of-use asset and liability is performed. |
Location Operating Expenses | Location Operating Expenses — Location operating expenses are expensed as incurred and relate only to WeWork locations that are open for member operations. The primary components of location operating expenses are real estate operating lease cost such as base rent and tenancy costs including the Company’s share of real estate and related taxes and common area maintenance charges, personnel and related expenses, stock-based compensation expense, building operational costs such as utilities, maintenance and cleaning, insurance costs, office expenses such as telephone, internet and printing costs, security expenses, parking expense, credit card processing fees, building events, food and other consumables, and other costs of operating our workspace locations. Employee compensation costs included in location operating expenses relate to the salaries, bonuses and benefits relating to the teams managing our community operations on a daily basis including facilities management. Sales incentive bonuses are also paid to employees as a means of compensating the community team members responsible for location level sales and member retention efforts. |
Pre-Opening Location Expenses | Pre-opening Location Expenses — Pre-opening location expenses are expensed as incurred and consist of expenses incurred before a workspace location opens for member operations. 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. The primary components of pre-opening location expenses are real estate operating lease cost such as base rent and tenancy costs including the Company’s share of real estate and related taxes and common area maintenance charges, utilities, cleaning, personnel and related expenses, and other costs incurred prior to generating revenue. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses — Selling, general and administrative expenses are expensed as incurred and consist primarily of personnel and stock-based compensation related to corporate employees, member referral fees, technology, professional services including but not limited to legal and consulting, lease costs for our corporate offices and various other costs we incur to manage and support our business, advertising, public affairs and costs related to strategic events. During the years ended December 31, 2022, 2021 and 2020, the Company recorded $37 million, $43 million and $72 million, respectively, of advertising expenses. Selling, general and administrative expenses also includes cost of revenue in the amount of $35 million, $91 million and $249 million during the years ended December 31, 2022, 2021 and 2020, respectively, in connection with our 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, including but not limited to the products and services offered by Meetup, Inc., Flatiron School, Inc., and Managed by Q Inc. in the periods prior to their disposition as described in Note 5. There was no depreciation and amortization recognized in connection with providing these products and services for the years ended December 31, 2022, 2021 and 2020, respectively, |
Restructuring and Other Related Costs | Restructuring and Other Related Costs — Costs that are incurred or will be incurred in connection with a plan of action that will materially change the scope of business or the manner in which a business is conducted are recorded in accordance with ASC 420, Exit or Disposal Cost Obligations . Certain costs associated with the Company's operational restructuring described in Note 5, including employee termination benefits provided to employees that will be or have been involuntarily terminated, contract termination costs, other exit costs and costs related to ceased use buildings, are accounted for under ASC 420 and are recognized as expense when management has committed to a plan, the plan is sufficiently detailed in order to estimate the costs, it is unlikely the plan will significantly change, and the plan has been communicated or notice has been given. |
Stock-Based Compensation | Stock‑Based Compensation — Stock‑based compensation expense attributable to equity awards granted to employees and non-employees is measured at the grant date based on the fair value of the award. For employee awards, the expense is recognized on a straight-line basis over the requisite service period for awards that actually vest, which is generally the period from the grant date to the end of the vesting period. For non-employee awards, the expense for awards that actually vest is recognized based on when the goods or services are provided. The Company generally estimates the fair value of stock option awards granted using the Black‑Scholes‑Merton option‑pricing formula (the “Black-Scholes Model”) and a single option award approach. This model requires various significant judgmental assumptions in order to derive a final fair value determination for each type of award, including the expected term, expected volatility, expected dividend yield, risk-free interest rate, and fair value of the Company’s stock on the date of grant. The expected option term for options granted is calculated using the “simplified method”. This election was made based on the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is based on similar entities whose stock prices are publicly traded. The Company uses the historical volatilities of similar entities due to the lack of sufficient historical data for the Company’s common stock price. Dividend yields are based on the Company’s history and expected future actions. The risk‑free interest rate is based on the yield curve of a zero‑coupon U.S. Treasury bond on the date the stock option award was granted with a maturity equal to the expected term of the stock option award. All grants of stock options generally have an exercise price equal to or greater than the fair market value of the Company’s common stock on the date of grant. In situations where the exercise price of a stock option is greater than the fair market value of the Company's common stock on the date of grant, the Company estimates the fair value of stock option awards granted using the binomial model. The binomial model incorporates assumptions regarding anticipated employee exercise behavior, expected stock price volatility, dividend yield and risk-free interest rate. Anticipated employee exercise behavior and expected post-vesting cancellations over the contractual term used in the binomial model are primarily based on historical exercise patterns. These historical exercise patterns indicate that exercise behavior between employee groups is not significantly different. For our expected stock price volatility assumption, the Company weights historical volatility and implied volatility and uses daily observations for historical volatility, while our implied volatility assumptions are based on actively traded options related to our common stock. The expected term is derived from the binomial model, based on assumptions incorporated into the binomial model as described above. The Company estimated the fair value of the WeWork Partnerships Profits Interest Units awards in connection with the modification of the original stock options using the Hull-White model and a binomial lattice model in order to apply appropriate weight and consideration of the associated distribution threshold and catch-up base amount. The Hull-White model requires similar judgmental assumptions as the Black-Scholes Model used for valuing the Company's options. Prior to the consummation of the Business Combination, during the periods in which the Company was privately held and there was no public market for our stock, the fair value of the Company’s equity is approved by the Company’s Board of Directors or the Compensation Committee thereof as of the date stock-based awards are granted. In estimating the fair value of our stock, the Company uses a third-party valuation specialist and considers factors it believes are material to the valuation process, including but not limited to, the price at which recent equity was issued by the Company to independent third parties or transacted between third parties, actual and projected financial results, risks, prospects, economic and market conditions, and estimates of weighted average cost of capital. The Company believes the combination of these factors provides an appropriate estimate of the expected fair value of the Company and reflects the best estimate of the fair value of the Company’s common stock at each grant date. Subsequent to executing the Merger Agreement and through the Business Combination, we determined the value of our common stock based on the observable daily closing price of BowX's stock (ticker symbol "BOWX") multiplied by the exchange ratio in effect for such transaction date. Subsequent to the Business Combination, we determined the value of our common stock based on the observable daily closing price of WeWork's stock (ticker symbol "WE"). The Company has elected to recognize forfeitures of stock-based compensation awards as they occur. For awards subject to performance conditions, no compensation cost will be recognized before the performance condition is probable of being achieved. Recognition of any compensation expense relating to stock grants that vest contingent on an initial public offering or “Acquisition” (as defined in the 2015 Plan detailed in Note 24) was deferred until consummation of such initial public offering or Acquisition. These performance-based vesting conditions (based upon the occurrence of a liquidity event (as defined in the 2015 Plan and related award agreements) were deemed satisfied upon the closing of the Business Combination. |
Treasury Stock | Treasury Stock — Repurchases of shares of common stock are recorded at cost as a reduction of shareholders' equity. The Company uses the weighted-average purchase cost to determine the cost of treasury stock that is reissued. At reissuance the Company recognizes any gains and losses in additional paid-in capital. |
Equity Method and Other Investments | Equity Method and Other Investments — The Company accounts for equity investments under the equity method of accounting when the requirements for consolidation are not met, and the Company has significant influence over the operations of the investee. When the requirements for consolidation and significant influence are not met, the Company also uses the equity method of accounting to account for investments in limited partnerships and investments in limited liability companies that maintain specific ownership accounts unless the Company’s interest is so minor that the Company has virtually no influence over partnership operating and financial policies. Equity method investments are initially recorded at cost and subsequently adjusted for the Company’s share of net income or loss and cash contributions and distributions and are included in equity method and other investments in the accompanying Consolidated Balance Sheets. Equity investments that do not result in consolidation and are not accounted for under the equity method are measured at fair value, with any changes in fair value recognized in net income. For any such investments that do not have readily determinable fair values, the Company elects the measurement alternative to measure the investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is prepared. Certain of the Company’s investments in convertible notes were designated as available-for-sale debt securities and remeasured at fair value, with net unrealized gains or losses reported as a component of accumulated other comprehensive income (loss). Interest income was accrued and reported within interest income on the Consolidated Statements of Operations. When the fair value of an available-for-sale (“AFS”) security is less than its amortized cost, the security is considered impaired. On a quarterly basis, the Company evaluated whether declines in fair value below amortized cost are due to expected credit losses, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Allowance for credit losses on AFS debt securities are recognized in our Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in stockholders’ equity. Prior to adoption, the Company evaluated its securities for other-than-temporary impairment (“OTTI”). If the Company intended to sell an impaired security, or it is more-likely-than-not that the Company would be required to sell an impaired security before its anticipated recovery, then the Company recognized an OTTI through a charge to earnings equal to the entire difference between the investment’s amortized cost and its fair value at the measurement date. If the Company did not intend to sell an impaired security and it was not more-likely-than-not that it would be required to sell an impaired security before recovery, the Company must further evaluate the security for impairment due to credit losses. The credit component of OTTI was recognized in earnings and the remaining component is recorded as a component of other comprehensive income. Following the recognition of an OTTI through earnings, a new amortized cost basis is established for the security. Subsequent differences between the new amortized cost basis and cash flows expected to be collected were accreted into income over the remaining life of the security as an adjustment to yield. |
Foreign Currency | Foreign Currency — The U.S. dollar is the functional currency of the Company’s consolidated and unconsolidated entities operating in the United States. For the Company’s consolidated and unconsolidated entities operating outside of the United States, the Company generally assigns 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. The Company remeasures monetary assets and liabilities that are not denominated in the functional currency at exchange rates in effect at the end of each period. Gains and losses from these remeasurements are recognized in foreign currency gain (loss) on the accompanying Consolidated Statements of Operations. Foreign currency transactions for the years ended December 31, 2022, 2021 and 2020, relate primarily to intercompany transactions that are not of a long-term investment nature. At each balance sheet reporting date, the Company translates the assets and liabilities of its non-U.S. dollar functional currency entities into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses for these entities are translated using rates that approximate those in effect during the period. Gains and losses from these translations are reported within accumulated other comprehensive income (loss) as a component of equity. |
Fair Value Measurements | Fair Value Measurements — The Company applies fair value accounting for all financial assets and liabilities and certain non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring and nonrecurring basis. Assets and liabilities measured at fair value every reporting period include investments in cash equivalents, available-for-sale debt securities, certain embedded derivatives requiring bifurcation, certain warrants issued classified as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), and contingent consideration liabilities relating to business combinations. Other assets and liabilities are subject to fair value measurements only in certain circumstances, including purchase accounting applied to assets and liabilities acquired in a business combination, impaired cost and equity method investments and long-lived assets that are written down to fair value when they are impaired. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company assumes the highest and best use of non-financial assets by market participants and the market-based risk measurements or assumptions that market participants would use in pricing assets or liabilities, such as inherent risk, transfer restrictions and credit risk. Assets and liabilities are classified using a fair value hierarchy, which prioritizes the inputs used to measure fair value according to three levels, and bases the categorization of fair value measurements within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs that reflect quoted prices for identical assets or liabilities in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the assets or liabilities or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs that the Company incorporates in its valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13, along with subsequently issued updates and amendments, changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. Additionally, a subset of the guidance applies to available-for-sale debt securities. The Company adopted ASU 2016-13 on January 1, 2020, on a modified retrospective basis, with a cumulative-effect adjustment to the opening balance of retained earnings of $0.2 million. Our primary financial instruments in-scope for ASU 2016-13 are accounts receivable, accrued revenue, contract assets and available-for-sale debt securities. Contract assets are included within other current assets and other assets on the Consolidated Balance Sheets. Given the short-term nature of the receivables and minimal expected credit losses, the adoption of this guidance did not have a material impact on the Company's Consolidated Balance Sheets, Consolidated Statements of Operations or Consolidated Statements of Cash Flows. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities ("ASU 2018-17"). ASU No. 2018-17 amends the guidance for determining whether a decision-making fee is a variable interest and requires organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety. The Company adopted ASU 2018-17 on January 1, 2020 and the adoption of this guidance did not have a material impact on the Company's Consolidated Balance Sheets, Consolidated Statements of Operations or Consolidated Statements of Cash Flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies accounting for income taxes by removing certain exceptions from the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. The Company adopted ASU 2019-12 as of January 1, 2021, which did not have a material impact on its Consolidated Financial Statements. In August 2020, the FASB issued 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 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 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, |
Reverse Recapitalization and _2
Reverse Recapitalization and Related Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Common stock issued following the Business Combination | 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 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Supplemental cash flow information | Year Ended December 31, (Amounts in millions) 2022 2021 2020 Supplemental Cash Flow Disclosures: Cash paid during the period for interest (net of capitalized interest of none during 2022 and 2021, and $3 during 2020) $ 248 $ 197 $ 120 Cash paid during the period for income taxes, net of refunds — (10) 29 Cash received for operating lease incentives — tenant improvement allowances 162 404 1,332 Cash received for operating lease incentives — broker commissions 3 1 18 Other non-cash operating expenses: Non-cash transaction with principal shareholder — 428 — Loss on extinguishment of debt — — 77 Cash paid to settle employee stock awards — — (3) Issuance of stock for services rendered, net of forfeitures — (2) 8 Provision for allowance for doubtful accounts 4 15 67 (Income) loss from equity method and other investments 17 18 45 Distribution of income from equity method and other investments 47 3 4 Change in fair value of financial instruments (11) 343 (820) Other non-cash operating expenses 57 805 (622) Other investing: Change in security deposits with landlords 1 3 — Contributions to investments (8) (27) (99) Distributions from investments 18 — — Cash used for acquisitions, net of cash acquired (9) — — Deconsolidation of cash of ChinaCo, net of cash received — — (54) Proceeds from repayment of notes receivable — 3 — Other investing 2 (21) (153) Other financing: Principal payments for property and equipment acquired under finance leases (8) (5) (4) Debt and equity issuance costs (33) (12) (12) Proceeds from exercise of stock options and warrants 5 17 — Taxes paid on withholding shares (2) (32) — Payments for contingent consideration and holdback of acquisition proceeds (1) (2) (40) Proceeds relating to contingent consideration and holdbacks of disposition proceeds 5 12 1 Other financing (34) (22) (55) Supplemental Disclosure of Non-cash Investing & Financing Activities: Property and equipment included in accounts payable and accrued expenses 78 75 198 Conversion of related party liabilities to Preferred Stock — 712 — Non-cash transaction with principal shareholder — 428 — Warrants issued as debt issuance costs — 102 — Decrease in consolidated total assets resulting from the deconsolidation of ChinaCo (excluding amounts that previously eliminated in consolidation) — — 1,764 Decrease in consolidated total liabilities resulting from the deconsolidation of ChinaCo (excluding amounts that previously eliminated in consolidation) — — 1,984 Issuance of stock in connection with acquisitions 4 — — Additional ASC 842 Supplemental Disclosures Year Ended December 31, (Amounts in millions) 2022 2021 2020 Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities $ 2,210 $ 2,251 $ 2,290 Cash paid for interest relating to finance leases in operating activities 4 4 5 Cash paid for principal relating to finance leases in financing activities 8 5 4 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 (1,049) (1,492) (107) |
Restructuring, Impairments an_2
Restructuring, Impairments and Gains on Sale (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Details of restructuring and other related costs | The details of these net charges are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Employee terminations (1) $ 32 $ 558 $ 192 Ceased use buildings 67 140 — Gains on lease terminations, net (329) (311) (37) Other, net 30 47 52 Total $ (200) $ 434 $ 207 (1) In connection with the Settlement Agreement, as described in Note 27, 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 Consolidated Statements of Operations for the year ended December 31, 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 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 Consolidated Statements of Operations for the year ended December 31, 2021. See Note 10 for details on the conversion of WeWork Partnerships Profits Interests Units. |
Reconciliation of beginning and ending restructuring liability balances | A reconciliation of the beginning and ending restructuring liability balances is as follows: Year Ended December 31, (Amounts in millions) 2022 2021 Restructuring liability — Balance at beginning of period $ 79 $ 29 Restructuring and other related (gains) costs expensed during the period (200) 434 Cash payments of restructuring liabilities, net (1) (213) (424) Non-cash impact — primarily asset and liability write-offs and stock-based compensation 387 40 Restructuring liability — Balance at end of period $ 53 $ 79 (1) Includes cash payments received from landlords for terminated leases of $22 million and $18 million for the years ended December 31, 2022 and 2021, respectively. |
Non-routine gains and impairment charges | The details of these net charges are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Impairment and write-off of long-lived assets associated with restructuring $ 442 $ 754 $ 797 Impairment expense, other 147 117 345 Impairment of intangible assets 36 — — Loss on ChinaCo Deconsolidation (See Note 10) — — 153 Impairment of assets held for sale — — 120 Gain on sale of assets — (1) (59) Total $ 625 $ 870 $ 1,356 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of total acquisition consideration | The allocation of the total acquisition consideration during the year ended December 31, 2022 is estimated as follows: 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 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses | Prepaid expenses consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Prepaid member referral fees and deferred sales incentive compensation (Note 19) $ 55 $ 52 Prepaid lease costs 32 40 Prepaid income taxes 31 33 Prepaid software 13 21 Other prepaid expenses 7 34 Total prepaid expenses $ 138 $ 180 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | Other current assets consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Assets held for sale (includes $7 cash) $ 52 $ — Net receivable for value added tax (“VAT”) 40 124 Straight-line revenue receivable 24 31 Deposits held by landlords 13 41 Other current assets 26 42 Total other current assets $ 155 $ 238 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net, consists of the following: December 31, (Amounts in millions) 2022 2021 Leasehold improvements $ 5,517 $ 5,959 Furniture 723 769 Equipment 447 473 Construction in progress 96 177 Finance lease assets 46 47 Property and equipment 6,829 7,425 Less: accumulated depreciation (2,438) (2,051) Total property and equipment, net $ 4,391 $ 5,374 |
Consolidated VIEs and Noncont_2
Consolidated VIEs and Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Information of consolidated VIEs | The following table includes selected consolidated financial information as of December 31, 2022 and 2021 of the Company's consolidated VIEs, as included in its Consolidated Financial Statements, in each case, after intercompany eliminations. December 31, 2022 December 31, 2021 (Amounts in millions) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE Balance Sheets information: Cash and cash equivalents $ 55 $ 6 $ 101 $ 8 Property and equipment, net 498 — 621 — Restricted cash 3 — 10 — Total assets 2,299 10 2,708 15 Long-term debt, net 3 — 6 — Total liabilities 2,176 3 2,368 3 Redeemable stock issued by VIEs 80 — 80 — Total net assets (3) 43 7 260 12 The following tables include selected consolidated financial information for the years ended December 31, 2022, 2021 and 2020, of the Company's consolidated VIEs, as included in its Consolidated Financial Statements, for the periods they were considered VIEs and in each case, after intercompany eliminations. Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 (Amounts in millions) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) SBG JVs (1) Other VIEs (2) Consolidated VIE Statements of Operations information: Total revenue $ 429 $ 14 $ 262 $ 15 $ 498 $ 21 Net income (loss) (252) 3 (192) 2 (750) (3) Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 (Amounts in millions) SBG JVs (1) Other VIEs (2) 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 $ (107) $ 5 $ (117) $ 5 $ (38) $ 3 Net cash used in investing activities (16) — (27) — $ (237) $ (1) Net cash provided by (used in) financing activities 42 (8) 94 (1) $ 73 $ (2) (1) The “SBG JVs” include JapanCo, LatamCo, ChinaCo and PacificCo, as of and for the periods that each represented a consolidated VIE. The ChinaCo Deconsolidation occurred on October 2, 2020 and as a result, ChinaCo results and balances are not included above for the period subsequent to deconsolidation. The PacificCo Roll-up occurred on April 17, 2020 and as a result, PacificCo results and balances are not included above for the period subsequent to April 17, 2020. 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 December 31, 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 December 31, 2022 and 2021 and ordinary shares in LatamCo totaling $80 million as of December 31, 2022 and 2021 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 are negative as of December 31, 2022 and December 31, 2021. (2) For the years ended December 31, 2022 and 2021, "Other VIEs" includes WeCap Manager and WeCap Holdings Partnership. For the year ended December 31, 2020, "Other VIEs” includes WeCap Manager, WeCap Holdings Partnership, WeWork Waller Creek, 424 Fifth Venture and the Creator Fund in the periods prior to any disposal or deconsolidation as discussed above. (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. Year Ended December 31, (Amounts in millions) 2022 2021 2020 Revenue $ — $ — $ 206 Location operating expenses — — 266 Pre-opening location expenses — — 14 Selling, general and administrative expenses — — 69 Restructuring and other related (gains) costs — — (19) Impairment expense/(gain on sale) of goodwill, intangibles and other assets — — 450 Depreciation and amortization — — 39 Total expenses — — 819 Total interest and other income (expense), net — — 3 Net loss $ — $ — $ (610) Net (loss) income attributable to WeWork Inc. $ — $ — $ (63) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill activity | Goodwill includes the following activity during the years ended December 31, 2022 and 2021: Year Ended December 31, (Amounts in millions) 2022 2021 Balance at beginning of period $ 677 $ 679 Goodwill acquired 10 — Effect of foreign currency exchange rate changes (2) (2) Balance at end of period $ 685 $ 677 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-lived intangible assets | Intangible assets, net consist of the following: December 31, 2022 (Amounts in millions) Weighted-Average Gross Carrying Amount Intangibles Sold Accumulated Amortization Net Carrying Amount Capitalized software 2.0 $ 123 $ — $ (85) $ 38 Other finite-lived intangible assets - customer relationships and other 8.9 30 — (16) 14 Total intangible assets, net $ 153 $ — $ (101) $ 52 December 31, 2021 (Amounts in millions) Weighted-Average Gross Carrying Amount Intangibles Sold Accumulated Amortization Net Carrying Amount Capitalized software 2.5 $ 134 $ — $ (80) $ 54 Other finite-lived intangible assets - customer relationships and other 6.7 17 — (14) 3 Indefinite-lived intangible assets - trademarks 2 (2) — — Total intangible assets, net $ 153 $ (2) $ (94) $ 57 |
Indefinite-lived intangible assets | Intangible assets, net consist of the following: December 31, 2022 (Amounts in millions) Weighted-Average Gross Carrying Amount Intangibles Sold Accumulated Amortization Net Carrying Amount Capitalized software 2.0 $ 123 $ — $ (85) $ 38 Other finite-lived intangible assets - customer relationships and other 8.9 30 — (16) 14 Total intangible assets, net $ 153 $ — $ (101) $ 52 December 31, 2021 (Amounts in millions) Weighted-Average Gross Carrying Amount Intangibles Sold Accumulated Amortization Net Carrying Amount Capitalized software 2.5 $ 134 $ — $ (80) $ 54 Other finite-lived intangible assets - customer relationships and other 6.7 17 — (14) 3 Indefinite-lived intangible assets - trademarks 2 (2) — — Total intangible assets, net $ 153 $ (2) $ (94) $ 57 |
Future amortization expense | Future amortization expense related to intangible assets as of December 31, 2022 is expected to be as follows: (Amounts in millions) Total 2023 $ 24 2024 14 2025 6 2026 2 2027 2 2028 and beyond 4 Total $ 52 |
Equity Method and Other Inves_2
Equity Method and Other Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Investments | The Company's investments consist of the following: December 31, 2022 December 31, 2021 (Amounts in millions, except percentages) Carrying Cost Percentage Carrying Investee Investment Type Value Basis Ownership Value IndiaCo (1) Equity method investment $ 29 $ 105 27.5% $ 34 WPI Fund (2) Equity method investment 25 36 8.0% 93 Investments held by WeCap Holdings Partnership (3) Equity method investments 4 5 Various 72 ChinaCo (4) Equity method investment — 29 19.7% — Other (5) Various 5 6 Various 1 Total equity method and other investments $ 63 $ 181 $ 200 (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 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 years ended December 31, 2022, 2021, and 2020, the Company recorded a credit loss valuation allowance on its investments in IndiaCo totaling $1 million, $19 million, and $44 million, respectively, included in Income (loss) from equity method and other investments. 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 years ended December 31, 2021 and 2020. During the years ended December 31, 2022, 2021, and 2020 , the Company recorded $3 million, $(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 year ended December 31, 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%. In December 2022, the Company pledged 8,467,347 of its 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 December 31, 2022, the fair value of the pledge was determined to be $0.4 million and recognized as an increase to the carrying value of the investment. See Note 18 for details regarding the IndiaCo share pledge. IndiaCo constructs and operates workspace locations in India using WeWork’s branding, advice and sales model. Per the terms of an agreement the Company also receives a management fee from IndiaCo. The Company recorded $7 million, $6 million, and $2 million of management fee income from IndiaCo during the years ended December 31, 2022, 2021, and 2020 , respectively. Management fee income is included within service revenue as a component of total revenue in the accompanying Consolidated Statements of Operations. (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. (3) As discussed in Note 10, 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 year ended December 31, 2022, the Company recorded an other-than-temporary impairment charge of $6 million, included as a component of income (loss) from equity method investments in the accompanying 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 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 connection with the Second Investment Closing on September 29, 2021. See Note 27 for details regarding various related party fees payable by ChinaCo to the Company. (5) The Company holds various other investments as of December 31, 2022 and 2021. 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 5.38% ownership on a fully diluted basis. Upflex is a coworking aggregator and global flexible workplace startup. The Company recorded its share of gain (loss) related to its equity method and other investments in the Consolidated Statements of Operations as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Income (loss) from equity method investments $ (17) $ (18) $ (45) The table below provides a summary of contributions made to and distributions received from the Company's investments: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Contributions made to investments $ 8 $ 27 $ 99 Distributions received from investments $ 65 $ 3 $ 48 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other non-current assets | Other non-current assets consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Deferred financing costs, net (Note 17): Deferred financing costs, net — SoftBank Senior Unsecured Notes Warrant (1) $ 275 $ 382 Deferred financing costs, net — 2020 LC Facility Warrant and LC Warrant issued to SBG (1),(2) 74 207 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to SBG (1),(2) 35 7 Deferred financing costs, net — Other SoftBank Debt Financing Costs paid or payable to third parties (1),(2) 23 8 Total deferred financing costs, net (1),(2) 407 604 Other assets: Security deposits with landlords 210 237 Long-term receivable for value added tax 55 — Straight-line revenue receivable 36 40 Restricted cash 5 11 Other long-term prepaid expenses and other assets 27 32 Total other assets $ 740 $ 924 (1) Amounts are net of accumulated amortization totaling $581 million and $377 million as of December 31, 2022 and 2021, respectively. See Note 17 for amortization incurred during the period. (2) During the year ended December 31, 2022, a total of $58 million unamortized deferred financing costs were expensed in connection with the amendments to the Credit Agreement (both as discussed in Note 26). |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other current liabilities | Other current liabilities consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Liabilities held for sale $ 83 $ — Refunds payable to former members 45 34 Current portion of long-term debt (See Note 17) 22 29 Other current liabilities 22 15 Total other current liabilities $ 172 $ 78 |
Warrant Liabilities, net (Table
Warrant Liabilities, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Class of Warrant or Right [Abstract] | |
Outstanding warrants and changes | Warrant liabilities, net consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Private warrant liability: Private warrant liability at issuance $ 18 $ 18 (Gain) loss from change in fair value of warrant liabilities (13) (2) Less: Reclassification to equity (4) — Total Private Warrant Liability, at fair value 1 16 SoftBank Debt Financing Warrant Liability (Note 14): SoftBank Senior Unsecured Notes Warrant liability capitalized as deferred financing cost at issuance — 569 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments — (58) Less: Senior Unsecured Notes Warrant liability deferred financing cost adjustment — (1) Less: Exercise of warrants into Series H-3 Convertible Preferred Stock — (475) Less: Reclassification to Equity — (35) Total SoftBank Senior Unsecured Notes Warrant Liability, at fair value — — 2020 LC Facility Warrant liability capitalized as deferred financing cost at issuance — 284 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments — (29) Less: 2020 LC Facility Warrant liability deferred financing cost adjustment — — Less: Exercise of warrants into Series H-3 Convertible Preferred Stock — (237) Less: Reclassification to Equity — (18) Total LC Facility Warrant Liability, at fair Value — — Total SoftBank Debt Financing Warrant Liability, at fair value — — Total warrant liabilities, net $ 1 $ 16 The Company recorded the following changes in fair value included in gain (loss) from change in fair value of warrant liabilities on the accompanying Consolidated Statements of Operations: Year Ended December 31, (Amounts in millions) 2022 2021 2020 SoftBank Senior Unsecured Notes Warrant $ — $ (230) $ 289 2020 LC Facility Warrant — (115) 144 Private Warrants 11 2 — 2019 Warrant — — 387 Total $ 11 $ (343) $ 820 Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 4,495 $ 15.89 July 31, 2025 Class A Common Stock 23,873,282 $ 11.50 October 20, 2026 23,877,777 As of December 31, 2021, outstanding warrants to acquire shares of the Company’s stock, excluding warrants held by SoftBank and SoftBank affiliates as discussed in Note 17 were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 4,495 $ 15.89 July 31, 2025 Class A Common Stock 23,873,292 $ 11.50 October 20, 2026 23,877,787 As of December 31, 2022 and 2021, outstanding warrants held by SoftBank and SoftBank affiliates were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 5,057,306 $ 0.02 December 27, 2024 Class A Common Stock 39,133,649 $ 0.01 October 20, 2031 Class A Common Stock 11,923,567 $ 0.01 December 6, 2031 56,114,522 |
Long-Term Debt, Net, SoftBank_2
Long-Term Debt, Net, SoftBank Debt Financing and Interest Expense (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt, net | Long-term debt, net consists of the following: Maturity Interest December 31, December 31, (Amounts in millions, except percentages) 7.875% Senior Notes: Outstanding principal balance 2025 7.875% $ 669 $ 669 Less: unamortized debt issuance costs (7) (9) Total 7.875% Senior Notes, net 662 660 Junior LC Tranche (Note 26): Outstanding principal balance (1) 2025 9.593% 350 — Less: unamortized debt issuance costs (7) — Total Junior LC Tranche, net 343 — Other Loans: Outstanding principal balance 2023 - 2026 3.3% - 20.9% 25 35 Less: current portion of Other Loans (See Note 15) (22) (29) Total non-current portion Other Loans, net 3 6 Total long-term debt, net $ 1,008 $ 666 |
Principal maturities | Combined aggregate principal payments for current and long-term debt as of December 31, 2022 are as follows: (Amounts in millions) Long-term debt 5.00% Senior Notes Total Long-Term Debt and SoftBank Debt Financing 2023 $ 22 $ — $ 22 2024 2 — 2 2025 1,019 2,200 3,219 2026 1 — 1 2027 — — — 2028 and beyond — — — Total minimum payments $ 1,044 $ 2,200 $ 3,244 |
Interest expense | The Company recorded the following Interest expense in the Consolidated Statements of Operations: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Interest expense on long-term debt and SoftBank debt financing: 5.00% Senior Notes $ 110 $ 99 $ 15 2020 LC Facility and LC Debt Facility (Note 26) 85 82 70 7.875% Senior Notes 53 53 53 Other 9 11 21 Total interest expense on long-term debt 257 245 159 Deferred financing costs amortization (Note 14): SoftBank unsecured deferred financing costs 106 106 80 SoftBank LC deferred financing costs (1) 144 101 90 Other debt financing costs 9 3 2 Total deferred financing costs amortization 259 210 172 Total interest expense $ 516 $ 455 $ 331 (1) The year ended December 31, 2022 included $58 million of deferred financing costs expensed in connection with the amendments to the Credit Agreement (as discussed in Note 26). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis | The Company’s assets and liabilities measured at fair value on a recurring basis consisted of the following: 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 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 |
Assets recorded at fair value classified as Level 3 | The tables below provide a summary of the changes in assets and liabilities recorded at fair value and classified as Level 3: 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 13) (33) — Balance at end of period $ — $ 34 |
Liabilities recorded at fair value classified as Level 3 | The tables below provide a summary of the changes in assets and liabilities recorded at fair value and classified as Level 3: 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 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. |
Change in fair value and unrealized gains (losses) | The total Gain (loss) from change in fair value of warrant liabilities included in the Consolidated Statements of Operations are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 Selling, general and administrative expenses: Level 3 liabilities $ (2) $ — 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 $ 11 $ 2 Level 3 liabilities: SoftBank Senior Unsecured Notes Warrant — (230) 2020 LC Facility Warrant — (115) Total Level 3 liabilities — (345) Total gain (loss) from change in fair value of warrant liabilities: $ 11 $ (343) |
Valuation techniques and significant unobservable inputs | The valuation techniques and significant unobservable inputs used in the recurring fair value measurements categorized within Level 3 of the fair value hierarchy are as follows: December 31, 2022 Fair Value 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 $ 1 Probability weighted cash flow Probability adjustment 100% Other liabilities - IndiaCo share pledge $ — Discounted cash flow Risk-adjusted discount rate 12.3% December 31, 2021 Fair Value 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 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated detail of revenue | The following table provides disaggregated detail of the Company's revenue by major source for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (Amounts in millions) 2022 2021 2020 ASC 606 membership and service revenue $ 2,207 $ 1,567 $ 2,418 ASC 842 rental and service revenue 994 900 715 Total membership and service revenue 3,201 2,467 3,133 Other revenue (1) 44 103 283 Total revenue $ 3,245 $ 2,570 $ 3,416 |
Contract assets and deferred revenue | The following table provides information about contract assets and deferred revenue from contracts with customers recognized in accordance with ASC 606: December 31, (Amounts in millions) 2022 2021 Contract assets (included in Accounts receivable and accrued revenue, net) $ 1 $ 28 Contract assets (included in Other current assets) 7 10 Contract assets (included in Other assets) 17 14 Deferred revenue (51) (42) Prepaid member referral fees and deferred sales incentive compensation were included in the following financial statement line items on the accompanying Consolidated Balance Sheets: December 31, (Amounts in millions) 2022 2021 Prepaid expenses $ 55 $ 52 Other assets 21 23 The amortization of these costs is included as a component of selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. Year Ended December 31, (Amounts in millions) 2022 2021 2020 Amortization of capitalized costs to obtain a contract with a customer $ 90 $ 67 $ 94 |
Allowance for credit loss | The following table provides a summary of changes of the allowance for credit loss for the years ended December 31, 2022 and 2021: December 31, (Amounts in millions) 2022 2021 Balance at beginning of period $ 63 $ 108 Provision charged to expense 4 15 Write-offs (19) (43) Changes for member collectability uncertainty (1) (33) (16) Effect of foreign currency exchange rate changes (2) (1) Balance at end of period $ 13 $ 63 |
Future minimum lease cash flows | 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 December 31, 2022 are as follows: (Amounts in millions) ASC 842 Revenue 2023 $ 648 2024 308 2025 148 2026 65 2027 37 2028 and beyond 32 Total $ 1,238 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease costs, weighted average remaining lease term and weighted average discount rate | The components of total real estate operating lease cost for leases recorded under ASC 842 are as follows : Year Ended December 31, 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 $ 2,471 $ 91 $ 16 $ 65 $ 2,643 Non-cash GAAP straight-line lease cost 106 39 1 8 154 Amortization of lease incentives (267) (15) (1) (6) (289) Total real estate operating lease cost $ 2,310 $ 115 $ 16 $ 67 $ 2,508 Early termination fees and related (gain)/loss $ — $ — $ — $ (329) $ (329) Year Ended December 31, 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 $ 2,531 $ 110 $ 37 $ 142 $ 2,820 Non-cash GAAP straight-line lease cost 232 61 1 9 303 Amortization of lease incentives (280) (21) (3) (18) (322) Total real estate operating lease cost $ 2,483 $ 150 $ 35 $ 133 $ 2,801 Early termination fees and related (gain)/loss $ — $ — $ — $ (311) $ (311) Year Ended December 31, 2020 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 $ 2,638 $ 129 $ 62 $ 2 $ 2,831 Non-cash GAAP straight-line lease cost 381 172 20 — 573 Amortization of lease incentives (298) (41) (6) (1) (346) Total real estate operating lease cost $ 2,721 $ 260 $ 76 $ 1 $ 3,058 Early termination fees and related (gain)/loss $ — $ — $ — $ (37) $ (37) The Company's total ASC 842 operating lease costs include both fixed and variable components as follows: Year Ended December 31, 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 Fixed real estate lease costs $ 1,910 $ 100 $ 14 $ 55 $ 2,079 Fixed equipment and other lease costs — — — — — Total fixed lease costs $ 1,910 $ 100 $ 14 $ 55 $ 2,079 Variable real estate lease costs $ 400 $ 15 $ 2 $ 12 $ 429 Variable equipment and other lease costs 4 — — — 4 Total variable lease costs $ 404 $ 15 $ 2 $ 12 $ 433 Year Ended December 31, 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 $ 2,038 $ 132 $ 31 $ 122 $ 2,323 Fixed equipment and other lease costs 1 — — — 1 Total fixed lease costs $ 2,039 $ 132 $ 31 $ 122 $ 2,324 Variable real estate lease costs $ 445 $ 18 $ 4 $ 11 $ 478 Variable equipment and other lease costs 3 — — 2 5 Total variable lease costs $ 448 $ 18 $ 4 $ 13 $ 483 Year Ended December 31, 2020 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 $ 2,283 $ 244 $ 67 $ — $ 2,594 Fixed equipment and other lease costs 2 — — — 2 Total fixed lease costs $ 2,285 $ 244 $ 67 $ — $ 2,596 Variable real estate lease costs $ 438 $ 16 $ 9 $ 1 $ 464 Variable equipment and other lease costs 3 — — — 3 Total variable lease costs $ 441 $ 16 $ 9 $ 1 $ 467 The Company also has certain leases accounted for as finance leases. Total lease costs for finance leases are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Depreciation and amortization $ 4 $ 5 $ 5 Interest expense 4 4 5 Total $ 8 $ 9 $ 10 The weighted average remaining lease term and weighted average discount rate for operating and finance leases as of December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Operating Finance Operating Finance Weighted average remaining lease term (in years) 12 8 12 9 Weighted average discount rate percentage 9.3 % 7.5 % 8.7 % 7.5 % |
Assets and liabilities | The below table presents the lease related assets and liabilities recorded on the accompanying Consolidated Balance Sheets as of December 31, 2022 and 2021, as recorded in accordance with ASC 842: December 31, December 31, (Amounts in millions) Balance Sheet Captions 2022 2021 Assets: Operating lease right-of-use assets Lease right-of-use assets, net $ 11,243 $ 13,052 Finance lease right-of-use assets (1) Property and equipment, net 46 47 Total leased assets $ 11,289 $ 13,099 Liabilities: Current liabilities Operating lease liabilities Current lease obligations $ 931 $ 888 Finance lease liabilities Current lease obligations 5 5 Total current liabilities 936 893 Non-current liabilities Operating lease obligations Long-term lease obligations 15,565 17,888 Finance lease obligations Long-term lease obligations 33 38 Total non-current liabilities 15,598 17,926 Total lease obligations $ 16,534 $ 18,819 (1) Finance lease right-of-use assets are recorded net of accumulated amortizati on of $26 million and $22 million as of December 31, 2022 and 2021, respectively. |
Annual lease obligations - finance leases | The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of December 31, 2022 as presented in accordance with ASC 842: Finance Operating (Amounts in millions) Leases Leases Total 2023 $ 9 $ 2,347 $ 2,356 2024 7 2,360 2,367 2025 6 2,384 2,390 2026 7 2,409 2,416 2027 6 2,405 2,411 2028 and beyond 20 15,530 15,550 Total undiscounted fixed minimum lease cost payments 55 27,435 27,490 Less: Amount representing lease incentive receivables (1) — (178) (178) Less: Amount representing interest (17) (10,693) (10,710) Present value of future lease payments 38 16,564 16,602 Less: Obligations classified as held for sale — (68) (68) Less: Current portion of lease obligation (5) (931) (936) Total long-term lease obligation $ 33 $ 15,565 $ 15,598 (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 commissions earned for negotiating certain of the Company’s leases. |
Annual lease obligations - operating leases | The Company's aggregate annual lease obligations relating to non-cancelable finance and operating leases in possession as of December 31, 2022 as presented in accordance with ASC 842: Finance Operating (Amounts in millions) Leases Leases Total 2023 $ 9 $ 2,347 $ 2,356 2024 7 2,360 2,367 2025 6 2,384 2,390 2026 7 2,409 2,416 2027 6 2,405 2,411 2028 and beyond 20 15,530 15,550 Total undiscounted fixed minimum lease cost payments 55 27,435 27,490 Less: Amount representing lease incentive receivables (1) — (178) (178) Less: Amount representing interest (17) (10,693) (10,710) Present value of future lease payments 38 16,564 16,602 Less: Obligations classified as held for sale — (68) (68) Less: Current portion of lease obligation (5) (931) (936) Total long-term lease obligation $ 33 $ 15,565 $ 15,598 (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 commissions earned for negotiating certain of the Company’s leases. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of pre-tax loss | The components of pre-tax loss are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 U.S. $ (1,721) $ (3,313) $ (1,541) Non-U.S. (568) (1,316) (2,273) Total pre-tax loss $ (2,289) $ (4,629) $ (3,814) |
Components of income tax provision (benefit) | The components of income tax benefit (provision) are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Current tax benefit (provision): Federal $ — $ — $ — State and local — — — Non-U.S. (9) (3) (21) Total current tax provision (9) (3) (21) Deferred tax benefit (provision): Federal 2 — — State and local 1 — — Non-U.S. — — 1 Total deferred tax benefit (provision) 3 — 1 Income tax benefit (provision) $ (6) $ (3) $ (20) |
Reconciliation of effective tax rate | The reconciliation of the U.S. Federal statutory rate to the Company's effective tax rate is as follows : Year Ended December 31, (Amounts in millions) 2022 2021 2020 Income tax benefit (provision) at the U.S. Federal tax rate $ 481 $ 972 $ 801 State income taxes, inclusive of valuation allowance 1 — — Withholding tax (3) (2) (8) Foreign rate differential 34 47 39 Stock-based compensation (3) (6) (31) Non-deductible compensation — (90) — Non-deductible expenses (2) (30) (15) Non-deductible financial instrument expense (52) (118) 137 Goodwill Impairment — — (1) Rate Change (3) 528 143 ChinaCo Deconsolidation — — (287) Finite-Lived Intangible — 283 — Other, net (117) 19 (55) Valuation allowance (342) (1,606) (743) Income tax benefit (provision) $ (6) $ (3) $ (20) |
Components of deferred tax assets and liabilities | The components of deferred tax assets and liabilities are as follows: December 31, (Amounts in millions) 2022 2021 Deferred tax assets: Investment in partnership $ 791 $ 586 Deferred rent 155 197 Property and Equipment 183 160 Accrued expenses 7 8 Stock-based compensation 10 9 Deferred financing obligation 4 2 Unrealized (gain) loss on foreign exchange 6 10 Net operating loss 3,424 3,055 Capital Loss 42 26 Finite-lived intangibles 1,502 1,783 Interest 25 21 Lease Liability 2,198 2,490 Other 16 16 Total deferred tax assets 8,363 8,363 Valuation allowance (6,044) (5,776) Total net deferred tax assets 2,319 2,587 Deferred tax liabilities: Deferred Rent (3) (1) Accrued Expenses (2) (6) Unrealized (Gain)/Loss on foreign exchange (1) (1) Property and equipment (11) (50) Right-of-Use Asset (2,175) (2,477) Other (125) (51) Total deferred tax liabilities (2,317) (2,586) Net deferred tax asset (1) $ 2 $ 1 (1) As of December 31, 2022 and 2021, $2 million and $1 million net deferred tax asset is included as a component of other assets on the accompanying Consolidated Balance Sheets, respectively. |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Outstanding convertible preferred stock | As of December 31, 2020 the Company had outstanding the following series of convertible preferred stock, each par value $0.001 per share: December 31, 2020 (Amounts in millions, except share amounts in thousands) Shares Issued and Carrying Outstanding Amount Series A 31,720 $ 17 Series B 18,313 41 Series C 23,467 155 Series D-1 9,864 199 Series D-2 7,750 156 Series E 10,900 433 Series F 11,368 676 Series G 27,358 1,730 Series G-1 26,288 2,681 Series H-1 135,324 1,353 Acquisition 2,438 224 Junior 1 1 Total 304,792 $ 7,666 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Outstanding warrants | Warrant liabilities, net consists of the following: (Amounts in millions) December 31, 2022 December 31, 2021 Private warrant liability: Private warrant liability at issuance $ 18 $ 18 (Gain) loss from change in fair value of warrant liabilities (13) (2) Less: Reclassification to equity (4) — Total Private Warrant Liability, at fair value 1 16 SoftBank Debt Financing Warrant Liability (Note 14): SoftBank Senior Unsecured Notes Warrant liability capitalized as deferred financing cost at issuance — 569 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments — (58) Less: Senior Unsecured Notes Warrant liability deferred financing cost adjustment — (1) Less: Exercise of warrants into Series H-3 Convertible Preferred Stock — (475) Less: Reclassification to Equity — (35) Total SoftBank Senior Unsecured Notes Warrant Liability, at fair value — — 2020 LC Facility Warrant liability capitalized as deferred financing cost at issuance — 284 Plus: Cumulative (gain)/loss from change in fair value of related party financial instruments — (29) Less: 2020 LC Facility Warrant liability deferred financing cost adjustment — — Less: Exercise of warrants into Series H-3 Convertible Preferred Stock — (237) Less: Reclassification to Equity — (18) Total LC Facility Warrant Liability, at fair Value — — Total SoftBank Debt Financing Warrant Liability, at fair value — — Total warrant liabilities, net $ 1 $ 16 The Company recorded the following changes in fair value included in gain (loss) from change in fair value of warrant liabilities on the accompanying Consolidated Statements of Operations: Year Ended December 31, (Amounts in millions) 2022 2021 2020 SoftBank Senior Unsecured Notes Warrant $ — $ (230) $ 289 2020 LC Facility Warrant — (115) 144 Private Warrants 11 2 — 2019 Warrant — — 387 Total $ 11 $ (343) $ 820 Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 4,495 $ 15.89 July 31, 2025 Class A Common Stock 23,873,282 $ 11.50 October 20, 2026 23,877,777 As of December 31, 2021, outstanding warrants to acquire shares of the Company’s stock, excluding warrants held by SoftBank and SoftBank affiliates as discussed in Note 17 were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 4,495 $ 15.89 July 31, 2025 Class A Common Stock 23,873,292 $ 11.50 October 20, 2026 23,877,787 As of December 31, 2022 and 2021, outstanding warrants held by SoftBank and SoftBank affiliates were as follows: Convertible Into Number of Shares Exercise Price Expiration Date Class A Common Stock 5,057,306 $ 0.02 December 27, 2024 Class A Common Stock 39,133,649 $ 0.01 October 20, 2031 Class A Common Stock 11,923,567 $ 0.01 December 6, 2031 56,114,522 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation expense | The stock-based compensation expense related to employees and non-employee directors recognized for the following instruments and transactions are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Service-based restricted stock units $ 37 $ 29 $ 8 Service-based vesting stock options (1) 8 13 28 Service, performance and market-based vesting restricted stock units (2)(3) 1 5 — Service, performance and market-based vesting stock options (2) 2 13 1 WeWork Partnerships Profits Interest Units — 102 1 2021 Tender Offer — 48 — 2020 Tender Offer — — 9 2020 Option Repricing 1 1 1 PacificCo LTEIP exit event — — 11 Other — 3 4 Total $ 49 $ 214 $ 63 (1) Includes $1 million of stock-based compensation expense recognized during the year ended December 31, 2022 for service-based option awards granted by the LatamCo subsidiary under the 2022 LatamCo 2022 ESOP (as discussed and defined below). (2) Includes a reversal of stock-based compensation expense previously recorded of $5 million and $3 million for unvested options and unvested RSUs, respectively, that were forfeited during the year ended December 31, 2022. No reversal of stock-based compensation expense previously recorded for unvested options and RSUs forfeited was recorded during the years ended December 31, 2021 and 2020. (3) Includes a $1 million reversal of stock-based compensation expense previously recorded due to fair value adjustments resulting from the reassessment of performance vesting conditions during the year ended December 31, 2022. The stock-based compensation expense related to employees and non-employee directors are reported in the following financial statement line items: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Location operating expenses $ 6 $ 15 $ 9 Selling, general and administrative expenses 43 95 42 Restructuring and other related (gains) costs — 104 12 Total stock-based compensation expense $ 49 $ 214 $ 63 The stock-based compensation expense related to non-employee contractors for services rendered are reported in Selling, general and administrative expenses and include the following instruments and transactions: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Service-based vesting stock options (1) $ — $ (2) $ 2 ChinaCo ordinary share subscription rights — — 6 Total $ — $ (2) $ 8 (1) The $2 million recovery recognized during the year ended December 31, 2021 was related to expense previously taken for unvested options that were forfeited. For the years ended December 31, 2022, 2021 and 2020, there were none, $0.1 million and $0.4 million, respectively, of expenses relating to stock options 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 Consolidated Balance Sheets. |
Restricted stock and RSU activity | The following table summarizes the Company's restricted stock and RSU activity for the year ended December 31, 2022: Weighted Average Shares Grant Date Value Unvested, December 31, 2021 12,230,623 7.36 Granted 10,712,311 6.43 Vested (3,733,105) 5.73 Forfeited/canceled (5,528,070) 8.93 Unvested, December 31, 2022 13,681,759 $ 6.10 |
Breakdown of unvested balance of RSUs | Below is a breakdown of the Company's unvested RSU balance as of December 31, 2022: December 31, 2022 Service-based grants (1) 10,632,046 Executive Service and Performance-based grants 1,708,716 Executive Service, Performance and Market-based grants (1) 1,340,997 Total 13,681,759 (1) For awards in which the liquidity-based performance vesting condition was deemed satisfied upon the closing of the Business Combination in 2021, the Company recognized the compensation cost on a straight-line basis over the requisite service period, with a cumulative catch-up upon the closing of the Business Combination for service already provided. |
WeWork Partnerships Profits Interest Units activity | The following table summarizes the WeWork Partnerships Profits Interest Units activity during the year ended December 31, 2022: Number of Weighted- Weighted- Aggregate WeWork Average Average Intrinsic Partnerships Distribution Preference Value Profits Interest Units Threshold Amount (In millions) Outstanding, December 31, 2021 42,057 $ 59.65 $ 13.22 $ — Granted — $ — $ — — Exchanged/redeemed — $ — $ — — Forfeited/canceled — $ — $ — — Outstanding, December 31, 2022 42,057 $ 59.65 $ 13.22 $ — Exercisable, December 31, 2022 42,057 $ 59.65 $ 13.22 $ — Vested and expected to vest, December 31, 2022 42,057 $ 59.65 $ 13.22 $ — |
Stock option activity | The following table summarizes the stock option activity during the year ended December 31, 2022: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Shares Price Life in Years (In millions) Outstanding, December 31, 2021 11,585,025 $ 7.15 6.4 $ 49 Granted 43,755 $ 6.06 Exercised (1,909,903) $ 2.50 Forfeited/canceled (3,242,350) $ 10.99 Expired (108,024) $ 8.60 Outstanding, December 31, 2022 6,368,503 $ 6.54 5.9 $ — Excercisable, December 31, 2022 4,661,547 $ 7.74 5.5 $ — Vested and expected to vest, December 31, 2022 6,350,686 $ 6.54 5.9 $ — Vested and exercisable, December 31, 2022 4,661,547 $ 7.74 5.5 $ — The following table summarizes the activity of these option grants during the year ended December 31, 2022: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Shares Price Life in Years (In millions) Outstanding December 31, 2021 7,652,585 $ 2.54 8.4 — Granted — $ — Exercised — $ — Forfeited/canceled (2,478,572) $ 2.54 Outstanding, December 31, 2022 5,174,013 $ 2.54 7.3 $ — Exercisable, December 31, 2022 — $ — $ — Vested and expected to vest, December 31, 2022 — $ — $ — Vested and exercisable, December 31, 2022 — $ — $ — The following table summarizes the stock option activity during the year ended December 31, 2022: Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Shares Price Life in Years Outstanding December 31, 2021 — $ — 0.0 Granted 472,565 $ 18.00 Exercised — $ — Forfeited/canceled (22,500) $ 18.00 Outstanding, December 31, 2022 450,065 $ 18.00 9.7 Exercisable, December 31, 2022 119,974 $ 18.00 9.7 Vested and expected to vest, December 31, 2022 450,065 $ 18.00 9.7 Vested and exercisable, December 31, 2022 119,974 $ 18.00 9.7 |
Assumptions used to value stock options | The assumptions used to value stock options issued during the years ended December 31, 2022 and 2020, were as follows (these assumptions exclude the options exchange in the 2020 Option Repricing): December 31, 2022 2020 Fair value of common stock $ 6.26 $ 2.51 - 2.54 Weighted average expected term (years) 4.23 6.22 Weighted average expected volatility 50.0 % 51.0 % Risk-free interest rate 1.52% 0.30% - 1.02% Dividend yield — — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share Computations | 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 years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (Amounts in millions, except share and per share amounts) 2022 2021 2020 Numerator: Net loss attributed to WeWork Inc. $ (2,034) $ (4,439) $ (3,129) Less: Fair value of contingently issuable shares related to warrants issued to principal shareholder as an inducement — (406) — Net loss attributable to Class A and Class B Common Stockholders (1) - basic $ (2,034) $ (4,845) $ (3,129) Net loss attributable to Class A and Class B Common Stockholders (1) - diluted $ (2,034) $ (4,845) $ (3,129) Denominator: Basic shares: Weighted-average shares - Basic 761,845,605 263,584,930 140,680,131 Diluted shares: Weighted-average shares - Diluted 761,845,605 263,584,930 140,680,131 Net loss per share attributable to Class A and Class B Common Stockholders: Basic $ (2.67) $ (18.38) $ (22.24) Diluted $ (2.67) $ (18.38) $ (22.24) (1) The years ended December 31, 2022 and 2021 are comprised of only Class A common stock as noted above. |
Potentially Dilutive Shares | 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. Year Ended December 31, 2022 2021 2020 Warrants 23,877,777 23,877,787 112,580,862 Partnership Units 19,896,032 19,896,032 — RSUs 13,681,759 12,230,623 2,329,145 Stock options 11,542,516 19,237,610 41,012,401 Contingent shares (1) 431,299 — — WeWork Partnerships Profits Interest Units 42,057 42,057 20,794,324 Convertible Preferred Stock Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition — — 304,790,585 Convertible Preferred Stock Series Junior — — 1,239 Convertible notes — — 648,809 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Asset retirement obligations | Asset retirement obligations include the following activity during the years ended December 31, 2022 and 2021: Year ended December 31, (Amounts in millions) 2022 2021 Balance at beginning of period $ 220 $ 206 Liabilities incurred in the current period 20 10 Liabilities settled in the current period (10) (19) Accretion of liability 16 17 Revisions in estimated cash flows — 20 Effect of foreign currency exchange rate changes (16) (14) Balance at end of period 230 220 Less: Current portion of asset retirement obligations (2) (1) Total non-current portion of asset retirement obligations $ 228 $ 219 |
Other Related Party Transacti_2
Other Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party amounts are reported in the following financial statement line items: December 31, (Amounts in millions) 2022 2021 Assets Current assets: Accounts receivable and accrued revenue $ 3 $ — Prepaid expenses 1 1 Other current assets — 2 Total current assets 4 3 Other assets 384 596 Total assets $ 388 $ 599 Liabilities Current liabilities: Accounts payable and accrued expenses $ 86 $ 94 Deferred revenue 2 5 Current lease obligations 13 18 Other current liabilities 2 — Total current liabilities 103 117 Long-term lease obligations 286 525 5.00% Senior Notes 1,650 1,650 Other liabilities 32 — Total liabilities $ 2,071 $ 2,292 Year Ended December 31, (Amounts in millions) 2022 2021 2020 Revenue $ 61 $ 143 $ 170 Expenses: Total expenses 59 85 81 Interest expense 390 387 247 Gain (loss) from change in fair value of warrant liabilities — (345) 820 The lease activity for the years ended December 31, 2022, 2021 and 2020 for these leases are as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Mr. Neumann Operating Lease Agreements: Lease cost expense $ 1 $ 8 $ 11 Contractual obligation 1 8 11 Tenant incentives received — — 4 Finance Lease Agreement: Interest expense $ 1 $ 2 $ 2 Contractual obligation 2 2 2 Tenant incentives received — — 1 WeCap Investment Group Operating Lease Agreements: Lease cost expense $ 53 $ 56 $ 44 Contractual obligation 40 54 33 Tenant incentives received 9 4 13 The Company's aggregate undiscounted fixed minimum lease cost payments and tenant lease incentive receivables for these leases as of December 31, 2022 are 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 $ 591 $ 27 (1) The future minimum lease cost payments under these leases are inclusive of escalation clauses and exclusive of contingent rent payments. During the years ended December 31, 2022, 2021 and 2020, the Company earned additional revenue for the sale of memberships and various other services provided and recognized expenses from related parties as follows: Year Ended December 31, (Amounts in millions) 2022 2021 2020 Revenue: SBG (1) $ 45 $ 119 $ 142 Other related parties (2) 9 14 23 Expenses: SBG (1) $ 5 $ 21 $ 20 Other related parties (2) — — 6 (1) SBG is a principal stockholder with representation on the Company's 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 10), SBG waived its right to be reimbursed by the Company for $7 million of these obligations. During the years ended December 31, 2022 and 2021, the Company made no additional payments on these obligations to SBG. As of December 31, 2022 and 2021, 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 SBG terminated its membership agreement effective December 2022 and agreed to pay the Company $3.0 million in December 2022. The payment was received in December 2022 and included in revenue on the Consolidated Statements of Operations for the year ended December 31, 2022. (2) These related parties have significant influence over the Company through representation on the Company's Board or are vendors in which the Company has an equity method investment or other related party relationship. |
Segment Disclosures and Conce_2
Segment Disclosures and Concentration (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Revenues by country | Year Ended December 31, (Amounts in millions) 2022 2021 2020 Revenue: United States $ 1,428 $ 1,149 $ 1,685 United Kingdom 493 347 421 Japan 199 212 251 Other foreign countries (1),(2) 1,125 862 1,059 Total revenue $ 3,245 $ 2,570 $ 3,416 |
Property and equipment by country | December 31, (Amounts in millions) 2022 2021 Property and equipment: United States $ 3,607 $ 4,036 United Kingdom 802 877 Japan 408 487 Other foreign countries (2) 2,012 2,025 Total property and equipment $ 6,829 $ 7,425 (1) During the year ended December 31, 2020, includes $206 million of revenue for Greater China related solely to the consolidated amounts of ChinaCo, which was deconsolidated on October 2, 2020. (2) No individual countries exceed 10% of our revenues or property and equipment. |
Organization and Business (Deta
Organization and Business (Details) | Dec. 31, 2022 location |
Noncontrolling Interest [Line Items] | |
Number of locations | 779 |
Number of consolidated locations | 622 |
WeWork Companies LLC | WeWork Partnership | |
Noncontrolling Interest [Line Items] | |
Controlling interest ownership | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 28, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 27, 2023 USD ($) | Nov. 30, 2022 USD ($) | Apr. 15, 2021 $ / shares | Mar. 31, 2021 USD ($) | Mar. 25, 2021 USD ($) | Jul. 10, 2020 USD ($) | Jan. 01, 2020 USD ($) | Nov. 30, 2019 $ / shares | Oct. 31, 2019 USD ($) | Apr. 30, 2018 USD ($) | |
Accounting Policies [Line Items] | ||||||||||||||||
Net loss | $ (2,295,000) | $ (4,632,000) | $ (3,834,000) | |||||||||||||
Net cash provided by (used in) operating activities | (733,000) | (1,912,000) | (857,000) | |||||||||||||
Cash and cash equivalents | 287,000 | 924,000 | 800,000 | |||||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||||||
Loss from operations | $ (1,591,000) | (3,698,000) | (4,347,000) | |||||||||||||
Number of operating segments | segment | 1 | |||||||||||||||
Capitalized software | 40,000 | 23,000 | ||||||||||||||
Repairs and maintenance | $ 67,000 | 65,000 | 50,000 | |||||||||||||
Impairment of long-lived assets | 0 | 0 | 3,100 | |||||||||||||
Non-routine gains and impairment charges | 625,000 | 870,000 | 1,356,000 | |||||||||||||
Assets held for sale | 52,000 | 0 | ||||||||||||||
Liabilities held for sale | 83,000 | 0 | ||||||||||||||
Advertising expenses | 37,000 | 43,000 | 72,000 | |||||||||||||
Cost of goods sold | 35,000 | 91,000 | 249,000 | |||||||||||||
Depreciation and amortization | 641,000 | 709,000 | 779,000 | |||||||||||||
Retained earnings | (16,177,000) | (14,143,000) | ||||||||||||||
Variable Interest Entity, Primary Beneficiary | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Cash and cash equivalents | $ 61,000 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Increase in net liquidity | $ 515,000 | |||||||||||||||
Proceeds from issuance of debt | 975,000 | |||||||||||||||
Proceeds from issuance of private placement | $ 40,000 | |||||||||||||||
Debt converted | $ 1,500,000 | |||||||||||||||
Reduction in workforce, percentage | 7% | |||||||||||||||
Subsequent Event | Private Placement | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Stock sold (in shares) | shares | 35 | |||||||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 1.15 | |||||||||||||||
Subsequent Event | Ad Hoc | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | $ 500,000 | |||||||||||||||
Subsequent Event | Third Party | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | 175,000 | |||||||||||||||
Subsequent Event | SVF II Warrant | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | $ 300,000 | |||||||||||||||
Affiliated Entity | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||||||
Senior Notes | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 702,000 | |||||||||||||||
Interest rate | 7.875% | |||||||||||||||
Senior Notes | Affiliated Entity | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Maximum amount outstanding | $ 500,000 | |||||||||||||||
Aggregate principal amount | 500,000 | $ 550,000 | $ 550,000 | |||||||||||||
Interest rate | 11% | 7.50% | 7.50% | |||||||||||||
Senior Notes | Affiliated Entity | Subsequent Event | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||
Remaining amount outstanding | $ 250,000 | |||||||||||||||
Line of Credit | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Interest rate | 9.593% | |||||||||||||||
Line of Credit | Subsequent Event | Junior Letter of Credit Tranche | 2020 Credit Facility | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Increase in maximum borrowing capacity | $ 120,000 | |||||||||||||||
Senior unsecured notes | Affiliated Entity | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 2,200,000 | $ 2,200,000 | ||||||||||||||
Interest rate | 5% | 5% | ||||||||||||||
Adoption of ASC | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Retained earnings | $ 200 | |||||||||||||||
Selling, general and administrative expenses | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Depreciation and amortization | $ 0 | $ 0 | $ 0 | |||||||||||||
Internal use software | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Finite-lived intangible assets, useful life | 3 years | |||||||||||||||
Minimum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Finite-lived intangible assets, useful life | 1 year | |||||||||||||||
Lease terms | 10 years | |||||||||||||||
Minimum | Furniture and equipment | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Property and equipment, useful life | 3 years | |||||||||||||||
Maximum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Finite-lived intangible assets, useful life | 10 years | |||||||||||||||
Lease terms | 20 years | |||||||||||||||
Maximum | Furniture and equipment | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Property and equipment, useful life | 20 years |
Reverse Recapitalization and _3
Reverse Recapitalization and Related Transactions - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Oct. 20, 2021 USD ($) $ / shares shares | Oct. 19, 2021 $ / shares shares | Nov. 30, 2019 USD ($) | Dec. 31, 2022 | |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Aggregate purchase price | $ | $ 3,000 | |||
Recapitalization exchange ratio | 0.82619 | |||
Gross cash consideration from reverse recapitalization | $ | $ 333 | |||
Transaction costs | $ | $ 69 | |||
First Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrants (in shares) | shares | 39,133,649 | |||
Warrants, exercise price (in usd per share) | $ / shares | $ 0.01 | |||
Public And Private Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrants, exercise price (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | ||
Warrants, term from Business Combination | 30 days | 30 days | ||
Warrants, expiration term | 5 years | 5 years | ||
Public Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrants (in shares) | shares | 16,100,000 | 16,100,000 | ||
Private Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrants (in shares) | shares | 7,773,333 | 7,773,333 | ||
PIPE Investors | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Stock sold (in shares) | shares | 80,000,000 | |||
Aggregate purchase price | $ | $ 800 | |||
Backstop Investor | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Stock sold (in shares) | shares | 15,000,000 | |||
Aggregate purchase price | $ | $ 150 |
Reverse Recapitalization and _4
Reverse Recapitalization and Related Transactions - Common Stock Issued (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 20, 2021 |
Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 711,106,961 | 705,016,923 | 696,492,801 |
Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 19,938,089 | 19,938,089 | 19,938,089 |
Legacy WeWork Stockholders | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 559,124,587 | ||
Legacy WeWork Stockholders | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 19,938,089 | ||
Legacy BowX Sponsor & Sponsor Persons | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 9,075,000 | ||
Legacy BowX Sponsor & Sponsor Persons | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Legacy BowX Public Stockholders | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 33,293,214 | ||
Legacy BowX Public Stockholders | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
PIPE Investors | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 80,000,000 | ||
PIPE Investors | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Backstop Investor | Class A common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 15,000,000 | ||
Backstop Investor | Class C common stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Supplemental Cash Flow Disclosures: | ||||
Capitalized interest | $ 0 | $ 0 | $ 3 | |
Cash paid during the period for interest (net of capitalized interest of none during 2022 and 2021, and $3 during 2020) | 248 | 197 | 120 | |
Cash paid during the period for income taxes, net of refunds | 0 | (10) | 29 | |
Cash received for operating lease incentives — tenant improvement allowances | 162 | 404 | 1,332 | |
Cash received for operating lease incentives — broker commissions | 3 | 1 | 18 | |
Other non-cash operating expenses: | ||||
Non-cash transaction with principal shareholder | 0 | 428 | 0 | |
Loss on extinguishment of debt | 0 | 0 | 77 | |
Cash paid to settle employee stock awards | 0 | 0 | (3) | |
Issuance of stock for services rendered, net of forfeitures | 0 | (2) | 8 | |
Provision for allowance for doubtful accounts | 4 | 15 | 67 | |
(Income) loss from equity method and other investments | 17 | 18 | 45 | |
Distribution of income from equity method and other investments | 47 | 3 | 4 | |
Change in fair value of financial instruments | [1] | (11) | 343 | (820) |
Other non-cash operating expenses | 57 | 805 | (622) | |
Other investing: | ||||
Change in security deposits with landlords | 1 | 3 | 0 | |
Contributions to investments | (8) | (27) | (99) | |
Distributions from investments | 18 | 0 | 0 | |
Cash used for acquisitions, net of cash acquired | (9) | 0 | 0 | |
Deconsolidation of cash of ChinaCo, net of cash received | 0 | 0 | (54) | |
Proceeds from repayment of notes receivable | 0 | 3 | 0 | |
Other investing | 2 | (21) | (153) | |
Other financing: | ||||
Principal payments for property and equipment acquired under finance leases | (8) | (5) | (4) | |
Debt and equity issuance costs | (33) | (12) | (12) | |
Proceeds from exercise of stock options and warrants | 5 | 17 | 0 | |
Taxes paid on withholding shares | (2) | (32) | 0 | |
Payments for contingent consideration and holdback of acquisition proceeds | (1) | (2) | (40) | |
Proceeds relating to contingent consideration and holdbacks of disposition proceeds | 5 | 12 | 1 | |
Other financing | (34) | (22) | (55) | |
Supplemental Disclosure of Non-cash Investing & Financing Activities: | ||||
Property and equipment included in accounts payable and accrued expenses | 78 | 75 | 198 | |
Conversion of related party liabilities to Preferred Stock | 0 | 712 | 0 | |
Non-cash transaction with principal shareholder | 0 | 428 | 0 | |
Warrants issued as debt issuance costs | 0 | 102 | 0 | |
Decrease in consolidated total assets resulting from the deconsolidation of ChinaCo (excluding amounts that previously eliminated in consolidation) | 0 | 0 | 1,764 | |
Decrease in consolidated total liabilities resulting from the deconsolidation of ChinaCo (excluding amounts that previously eliminated in consolidation) | 0 | 0 | 1,984 | |
Issuance of stock in connection with acquisitions | 4 | 0 | 0 | |
Additional ASC 842 Supplemental Disclosures | ||||
Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities | 2,210 | 2,251 | 2,290 | |
Cash paid for interest relating to finance leases in operating activities | 4 | 4 | 5 | |
Cash paid for principal relating to finance leases in financing activities | 8 | 5 | 4 | |
Right-of-use assets obtained in exchange for finance lease obligations | 0 | 0 | 1 | |
Right-of-use assets obtained in exchange for operating lease obligations, net of modifications and terminations | $ (1,049) | $ (1,492) | $ (107) | |
[1]See Note 27 for disclosure of related party amounts. |
Restructuring, Impairments an_3
Restructuring, Impairments and Gains on Sale - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2020 USD ($) | May 31, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) lease location | Dec. 31, 2021 USD ($) location | Dec. 31, 2020 USD ($) location | Aug. 31, 2020 USD ($) | Jan. 31, 2020 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Leases terminated, open locations | location | 35 | 98 | 24 | |||||
Leases terminated, pre-open locations | location | 5 | 8 | 82 | |||||
Leases terminated, cumulative | lease | 252 | |||||||
Leases amended, cumulative | lease | 500 | |||||||
Leases amended, reduction in future undiscounted fixed minimum lease cost payments, cumulative | $ 10,700 | |||||||
Leases amended | lease | 70 | |||||||
Leases amended, reduction in future undiscounted fixed minimum lease cost payments | $ 1,700 | |||||||
Restructuring and other related (gains) costs | (200) | $ 434 | $ 207 | |||||
Restructuring liabilities | 53 | 79 | 29 | |||||
Receivables from landlords | 3 | 3 | ||||||
Impairment expense, other | 147 | 117 | 345 | |||||
Non-routine gains and impairment charges | 625 | 870 | 1,356 | |||||
Property and equipment write-offs | 0 | 0 | 3 | |||||
Impairment of intangible assets | 36 | 0 | 0 | |||||
Impairment loss | 0 | 0 | 120 | |||||
Gain on sale of assets | 0 | 1 | 59 | |||||
424 Fifth Venture | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Sale of real estate, holdbacks | 15 | |||||||
Sale of real estate, holdbacks received | 5 | 10 | ||||||
Meetup | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Ownership percentage | 9% | |||||||
Teem | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Disposal of business, consideration | $ 51 | |||||||
Gain on disposal of business | 37 | |||||||
Managed by Q | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Disposal of business, consideration | $ 28 | |||||||
Gain on disposal of business | 10 | |||||||
Disposal consideration heldback | 2.5 | 0.3 | ||||||
Disposal consideration holdback released | 2 | |||||||
Impairment of intangible assets | 21 | |||||||
Impairment of goodwill | 145 | |||||||
Meetup | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Disposal of business, consideration | $ 10 | |||||||
Ownership interest sold | 91% | |||||||
Impairment loss | 26 | |||||||
Real Estate Investment Held by 424 Fifth Venture | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment loss | 54 | |||||||
SpaceIQ | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Gain on disposal of business | $ 10 | |||||||
Impairment loss | 23 | |||||||
Corporate equipment | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment loss | 14 | |||||||
Cash consideration from sale of equipment | $ 46 | |||||||
Flatiron | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Disposal of business, consideration | $ 29 | |||||||
Gain on disposal of business | 6 | |||||||
Impairment loss | 3 | |||||||
Assets of two core companies | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment loss | 18 | |||||||
Cash consideration from sale of assets | 2 | |||||||
Promissory note for sale of assets | 3 | |||||||
Gain on sale of assets | $ 3 | |||||||
Accounts payable and accrued expenses | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring liabilities | 47 | 76 | ||||||
Other liabilities, net | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring liabilities | $ 9 | $ 6 |
Restructuring, Impairments an_4
Restructuring, Impairments and Gains on Sale - Detail of Restructuring and Other Related Charges (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Apr. 15, 2021 | Feb. 25, 2021 | Nov. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Employee terminations | $ 32 | $ 558 | $ 192 | |||
Ceased use buildings | 67 | 140 | 0 | |||
Gains on lease terminations, net | (329) | (311) | (37) | |||
Other, net | 30 | 47 | 52 | |||
Total | (200) | 434 | 207 | |||
Stock sold, stock price (in usd per share) | $ 23.23 | |||||
Gross proceeds | $ 3,000 | |||||
Restructuring and other related (gains) costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Gains on lease terminations, net | $ (329) | $ (311) | $ (37) | |||
WeWork Partnerships Profits Interest Units | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Catch up base amount | $ 0 | |||||
Distribution threshold (in usd per share) | $ 10 | $ 59.65 | $ 59.65 | |||
Affiliated Entity | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Stock sold, stock price (in usd per share) | $ 23.23 | |||||
Gross proceeds | $ 922 | |||||
Affiliated Entity | We Holdings, LLC | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Stock sold (in shares) | 24,901,342 | |||||
Stock sold, stock price (in usd per share) | $ 23.23 | |||||
Gross proceeds | $ 578 | |||||
Subsidiary sale of stock | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Total | $ 428 | |||||
Share based compensation, award modification | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Total | $ 102 |
Restructuring, Impairments an_5
Restructuring, Impairments and Gains on Sale - Restructuring Liability (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring liability balance | $ 79 | $ 29 | |
Restructuring and other related (gains) costs expensed during the period | (200) | 434 | $ 207 |
Cash payments of restructuring liabilities, net | (213) | (424) | |
Non-cash impact — primarily asset and liability write-offs and stock-based compensation | 387 | 40 | |
Restructuring liability balance | 53 | 79 | $ 29 |
Cash payments received from landlord for terminated leases | $ 22 | $ 18 |
Restructuring, Impairments an_6
Restructuring, Impairments and Gains on Sale - Gains and Impairment Charges (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Oct. 02, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | ||||
Impairment and write-off of long-lived assets associated with restructuring | $ 442 | $ 754 | $ 797 | |
Impairment expense, other | 147 | 117 | 345 | |
Impairment of intangible assets | 36 | 0 | 0 | |
Deconsolidation loss | $ 153 | 0 | 0 | 153 |
Impairment loss | 0 | 0 | 120 | |
Gain on sale of assets | 0 | (1) | (59) | |
Total | $ 625 | $ 870 | $ 1,356 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) location shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | |
Business Acquisition [Line Items] | ||||
Cash holdbacks released | $ 40 | |||
Equity holdbacks released | 2 | |||
Transaction costs | $ 1 | $ 0 | 0 | |
Class A common stock | ||||
Business Acquisition [Line Items] | ||||
Equity holdbacks released | $ 0 | |||
Equity holdbacks released (in shares) | shares | 106,775 | |||
Class A common stock | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Issuance of common stock in connection with Acquisition (in shares) | shares | 489,071 | 818,741 | 106,775 | |
Series AP-4 Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Equity holdbacks released (in shares) | shares | 26,716 | |||
Common Desk | ||||
Business Acquisition [Line Items] | ||||
Percentage of equity acquired | 100% | |||
Total consideration | $ 21 | |||
Number of locations acquired | location | 23 | |||
Cash consideration | $ 10 | |||
Contingent consideration payable, liability | 3 | |||
Holdback released | $ 2 | |||
Common Desk | Contingent Consideration, Cash Payout | ||||
Business Acquisition [Line Items] | ||||
Holdback released | 2 | |||
Common Desk | Contingent Consideration, Equity Payout | ||||
Business Acquisition [Line Items] | ||||
Holdback released | $ 1 | |||
Equity consideration, shares released (in shares) | shares | 329,670 | |||
Common Desk | Other liabilities, net | ||||
Business Acquisition [Line Items] | ||||
Consideration payable | $ 1 | |||
Common Desk | Class A common stock | ||||
Business Acquisition [Line Items] | ||||
Equity consideration | $ 3 | |||
Contingent consideration payable, equity (in shares) | shares | 760,969 | |||
Contingent consideration payable, fair value of equity | $ 5 | |||
Contingent consideration payable, equity | $ 1 |
Acquisitions - Allocation of Ac
Acquisitions - Allocation of Acquisition Consideration (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 685 | $ 677 | $ 679 |
Common Desk | |||
Business Acquisition [Line Items] | |||
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 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid member referral fees and deferred sales incentive compensation (Note 19) | $ 55 | $ 52 | |
Prepaid lease costs | 32 | 40 | |
Prepaid income taxes | 31 | 33 | |
Prepaid software | 13 | 21 | |
Other prepaid expenses | 7 | 34 | |
Total prepaid expenses | [1] | $ 138 | $ 180 |
[1]See Note 27 for disclosure of related party amounts. |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Assets held for sale (includes $7 cash) | $ 52 | $ 0 | ||
Net receivable for value added tax (“VAT”) | 40 | 124 | ||
Straight-line revenue receivable | 24 | 31 | ||
Deposits held by landlords | 13 | 41 | ||
Other current assets | 26 | 42 | ||
Total other current assets | [1] | 155 | 238 | |
Cash and cash equivalents held for sale (Note 8) | $ 7 | $ 0 | $ 0 | |
[1]See Note 27 for disclosure of related party amounts. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Finance lease assets | $ 46 | $ 47 | |
Property and equipment | 6,829 | 7,425 | |
Less: accumulated depreciation | (2,438) | (2,051) | |
Total property and equipment, net | 4,391 | 5,374 | |
Depreciation | 594 | 666 | $ 738 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 5,517 | 5,959 | |
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 723 | 769 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 447 | 473 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 96 | $ 177 |
Consolidated VIEs and Noncont_3
Consolidated VIEs and Noncontrolling Interests - Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 287 | $ 924 | $ 800 |
Property and equipment, net | 4,391 | 5,374 | |
Total assets | 17,863 | 21,756 | |
Long-term debt, net | 1,008 | 666 | |
Total liabilities | 21,318 | 23,169 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 61 | ||
Variable Interest Entity, Primary Beneficiary | SBG JVs | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 55 | 101 | |
Property and equipment, net | 498 | 621 | |
Restricted cash | 3 | 10 | |
Total assets | 2,299 | 2,708 | |
Long-term debt, net | 3 | 6 | |
Total liabilities | 2,176 | 2,368 | |
Redeemable stock issued by VIEs | 80 | 80 | |
Total net assets | 43 | 260 | |
Preferred stock liquidation preference | 500 | 500 | |
Variable Interest Entity, Primary Beneficiary | Other VIEs | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 6 | 8 | |
Property and equipment, net | 0 | 0 | |
Restricted cash | 0 | 0 | |
Total assets | 10 | 15 | |
Long-term debt, net | 0 | 0 | |
Total liabilities | 3 | 3 | |
Redeemable stock issued by VIEs | 0 | 0 | |
Total net assets | $ 7 | $ 12 |
Consolidated VIEs and Noncont_4
Consolidated VIEs and Noncontrolling Interests - Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Variable Interest Entity [Line Items] | ||||
Total revenue | [1] | $ 3,245 | $ 2,570 | $ 3,416 |
Net income (loss) | (2,295) | (4,632) | (3,834) | |
Variable Interest Entity, Primary Beneficiary | SBG JVs | ||||
Variable Interest Entity [Line Items] | ||||
Total revenue | 429 | 262 | 498 | |
Net income (loss) | (252) | (192) | (750) | |
Preferred stock liquidation preference | 500 | 500 | ||
Variable Interest Entity, Primary Beneficiary | Other VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Total revenue | 14 | 15 | 21 | |
Net income (loss) | $ 3 | $ 2 | $ (3) | |
[1]See Note 27 for disclosure of related party amounts. |
Consolidated VIEs and Noncont_5
Consolidated VIEs and Noncontrolling Interests - Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||
Net cash provided by (used in) operating activities | $ (733) | $ (1,912) | $ (857) |
Net cash used in investing activities | (294) | (347) | (444) |
Net cash provided by (used in) financing activities | 397 | 2,338 | (47) |
Variable Interest Entity, Primary Beneficiary | SBG JVs | |||
Variable Interest Entity [Line Items] | |||
Net cash provided by (used in) operating activities | (107) | (117) | (38) |
Net cash used in investing activities | (16) | (27) | (237) |
Net cash provided by (used in) financing activities | 42 | 94 | 73 |
Variable Interest Entity, Primary Beneficiary | Other VIEs | |||
Variable Interest Entity [Line Items] | |||
Net cash provided by (used in) operating activities | 5 | 5 | 3 |
Net cash used in investing activities | 0 | 0 | (1) |
Net cash provided by (used in) financing activities | $ (8) | $ (1) | $ (2) |
Consolidated VIEs and Noncont_6
Consolidated VIEs and Noncontrolling Interests - WeWork Partnership (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Oct. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Conversion to common stock | $ 8,633 | ||
Chief Executive Officer | |||
Variable Interest Entity [Line Items] | |||
Conversion to common stock (in shares) | 19,896,032 | ||
Distribution threshold (in usd per share) | $ 10.38 | ||
Catch-up base amount (in usd per share) | $ 0 | ||
Conversion to common stock | $ 234 | ||
Net loss allocated to shareholder | $ 56 | $ 16 | |
Chief Executive Officer | WeWork Partnership | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling interest ownership | 2.72% | 2.74% |
Consolidated VIEs and Noncont_7
Consolidated VIEs and Noncontrolling Interests - JapanCo (Details) - USD ($) $ in Millions | 12 Months Ended | 72 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | |||
Payments to noncontrolling interests | $ 31 | ||
JapanCo | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling interest ownership | 50% | ||
Affiliate of SBG | JapanCo | |||
Variable Interest Entity [Line Items] | |||
Payments to noncontrolling interests | $ 500 |
Consolidated VIEs and Noncont_8
Consolidated VIEs and Noncontrolling Interests - LatamCo (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Feb. 28, 2022 | Sep. 30, 2021 | Aug. 31, 2026 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||||
Payments to noncontrolling interests | $ 31 | ||||
LatamCo | |||||
Variable Interest Entity [Line Items] | |||||
Percentage interest in business transferred | 100% | ||||
Joint venture, reimbursement payable waived | $ 7 | ||||
Obligation for cost of termination of certain leases within first 12 months of agreement | $ 27 | ||||
Termination costs, cumulative | 13 | ||||
Liability for monthly reimbursements | 29 | ||||
Forecast | LatamCo | |||||
Variable Interest Entity [Line Items] | |||||
Proceeds from exercise of call options | $ 60 | ||||
Commitment To Fund | |||||
Variable Interest Entity [Line Items] | |||||
Commitment | $ 18 | ||||
Commitment To Fund | LatamCo | |||||
Variable Interest Entity [Line Items] | |||||
Commitment | 13 | ||||
Affiliate of SBG | LatamCo | |||||
Variable Interest Entity [Line Items] | |||||
Payments to noncontrolling interests | $ 80 | $ 80 | |||
LatamCo | Affiliate of SBG | |||||
Variable Interest Entity [Line Items] | |||||
Controlling interest ownership | 71% | ||||
Voting percentage | 49.90% |
Consolidated VIEs and Noncont_9
Consolidated VIEs and Noncontrolling Interests - WeCap Manager and WeCap Holdings Partnership (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
WeCap Manager | |||
Variable Interest Entity [Line Items] | |||
Management fee income | $ 14 | $ 15 | $ 25 |
WeCap Manager | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling interest ownership | 20% | ||
WeCap Investment Group | Minimum | |||
Variable Interest Entity [Line Items] | |||
Controlling interest ownership | 50% | ||
WeCap Investment Group | Maximum | |||
Variable Interest Entity [Line Items] | |||
Controlling interest ownership | 85% |
Consolidated VIEs and Noncon_10
Consolidated VIEs and Noncontrolling Interests - 424 Fifth Venture (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | |
Variable Interest Entity [Line Items] | |||||
Impairment loss | $ 0 | $ 0 | $ 120 | ||
Payments to noncontrolling interests | $ 31 | ||||
424 Fifth Venture | |||||
Variable Interest Entity [Line Items] | |||||
Ownership percentage | 17.20% | ||||
Payment to subsidiary | $ 128 | ||||
Return of capital from subsidiary | 272 | ||||
Lease terms | 20 years | ||||
Guarantees | 1,200 | ||||
Escrow deposit | 200 | ||||
Real Estate Investment Held by 424 Fifth Venture | |||||
Variable Interest Entity [Line Items] | |||||
Impairment loss | 54 | ||||
WPI Fund | 424 Fifth Venture | |||||
Variable Interest Entity [Line Items] | |||||
Ownership percentage | 44.80% | ||||
Another Investor | 424 Fifth Venture | |||||
Variable Interest Entity [Line Items] | |||||
Ownership percentage | 38% | ||||
424 Fifth Venture | |||||
Variable Interest Entity [Line Items] | |||||
Proceeds from sale of real estate | 978 | ||||
Proceeds from sale of land | 357 | ||||
Proceeds from sale of construction in progress | 654 | ||||
Proceeds from sale of real estate, net of holdbacks | 930 | ||||
Sale of real estate, holdbacks | $ 15 | ||||
Sale of real estate, holdbacks received | $ 5 | $ 10 | |||
Payments to noncontrolling interests | 315 | ||||
Payments to noncontrolling interests, return of capital | $ 43 |
Consolidated VIEs and Noncon_11
Consolidated VIEs and Noncontrolling Interests - Creator Fund (Details) - USD ($) $ in Millions | 12 Months Ended | 33 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Sep. 17, 2020 | |
Variable Interest Entity [Line Items] | ||||
Forgiveness of reimbursement costs | $ 22 | |||
SoftBank Group Capital Limited | Creator Fund | ||||
Variable Interest Entity [Line Items] | ||||
Payment to subsidiary | $ 0 | $ 0 | $ 72 | |
Creator Fund | SoftBank Group Capital Limited | ||||
Variable Interest Entity [Line Items] | ||||
Controlling interest ownership | 99.99% |
Consolidated VIEs and Noncon_12
Consolidated VIEs and Noncontrolling Interests - ChinaCo (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||
Oct. 02, 2021 | Sep. 29, 2021 | Oct. 02, 2020 | Nov. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 28, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Apr. 30, 2020 | |
Variable Interest Entity [Line Items] | |||||||||||||
Stock sold, stock price (in usd per share) | $ 23.23 | ||||||||||||
Gross proceeds | $ 3,000 | ||||||||||||
Deconsolidation loss | $ 153 | $ 0 | $ 0 | $ 153 | |||||||||
Noncontrolling interest | $ 93 | ||||||||||||
Goodwill | $ 685 | 677 | $ 679 | ||||||||||
Goodwill retained on deconsolidation | 316 | ||||||||||||
Goodwill deconsolidated | $ 29 | ||||||||||||
ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Noncontrolling interest ownership | 19.70% | ||||||||||||
ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Ownership percentage | 19.70% | 21.60% | 19.70% | 21.60% | |||||||||
Equity method investment | $ 26 | $ 0 | $ 0 | $ 29 | $ 0 | ||||||||
Noncontrolling interest | $ (23) | ||||||||||||
ChinaCo awards | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Stock issued for services (in shares) | 2,000,000 | ||||||||||||
ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Issuance of common stock in connection with Acquisition (in shares) | 45,757,777 | ||||||||||||
Gross proceeds | $ 100 | $ 100 | $ 100 | ||||||||||
Period to receive proceeds | 1 year | ||||||||||||
Conversion of intercompany loan to equity | $ 191 | ||||||||||||
Conversion of intercompany payable to equity | 42 | ||||||||||||
Repayment of intercompany loan | 25 | ||||||||||||
Total net assets | 157 | ||||||||||||
Goodwill | 344 | ||||||||||||
ChinaCo | Consolidation, Eliminations | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Intercompany loan | $ 25 | ||||||||||||
Intercompany obligation, business combination | $ 191 | ||||||||||||
TrustBridge Partners | ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Controlling interest ownership | 55% | 50.50% | |||||||||||
TrustBridge Partners | ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Preferred stock liquidation preference | $ 200 | $ 100 | |||||||||||
Series A Preferred Stock | ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Stock sold (in shares) | 500,000,000 | ||||||||||||
Stock sold, stock price (in usd per share) | $ 10 | ||||||||||||
Preferred stock liquidation preference (in usd per share) | $ 10 | ||||||||||||
Series B Preferred Stock | ChinaCo | |||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||
Stock sold (in shares) | 500,000,000 | ||||||||||||
Stock sold, stock price (in usd per share) | $ 18.319 | ||||||||||||
Preferred stock liquidation preference (in usd per share) | $ 18.319 |
Consolidated VIEs and Noncon_13
Consolidated VIEs and Noncontrolling Interests - Results of Operations of ChinaCo (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Noncontrolling Interest [Line Items] | ||||||
Revenues | [1] | $ 3,245 | $ 2,570 | $ 3,416 | ||
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization | 2,914 | 3,085 | 3,543 | |||
Pre-opening location expenses | 121 | 159 | 273 | |||
Selling, general and administrative expenses | 735 | 1,011 | 1,605 | |||
Restructuring Charges | (200) | 434 | 207 | |||
Non-routine gains and impairment charges | 625 | 870 | 1,356 | |||
Depreciation, Depletion and Amortization | 641 | 709 | 779 | |||
Costs and Expenses | 4,836 | [1] | 6,268 | [1] | 7,763 | |
Nonoperating Income (Expense) | (698) | (931) | 533 | |||
Net loss | (2,295) | (4,632) | (3,834) | |||
Net Income (Loss) Attributable to Parent | (2,034) | (4,439) | (3,129) | |||
Variable Interest Entity, Primary Beneficiary | ChinaCo | ||||||
Noncontrolling Interest [Line Items] | ||||||
Revenues | 0 | 0 | 206 | |||
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization | 0 | 0 | 266 | |||
Pre-opening location expenses | 0 | 0 | 14 | |||
Selling, general and administrative expenses | 0 | 0 | 69 | |||
Restructuring Charges | 0 | 0 | (19) | |||
Non-routine gains and impairment charges | 0 | 0 | 450 | |||
Depreciation, Depletion and Amortization | 0 | 0 | 39 | |||
Costs and Expenses | 0 | 0 | 819 | |||
Nonoperating Income (Expense) | 0 | 0 | 3 | |||
Net loss | 0 | 0 | (610) | |||
Net Income (Loss) Attributable to Parent | $ 0 | $ 0 | $ (63) | |||
[1]See Note 27 for disclosure of related party amounts. |
Consolidated VIEs and Noncon_14
Consolidated VIEs and Noncontrolling Interests - PacificCo (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 30, 2017 | Apr. 30, 2020 | Aug. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2019 | Oct. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||||||||
Stock sold, stock price (in usd per share) | $ 23.23 | ||||||||||
Preferred stock liquidation preference (in usd per share) | $ 14.04 | ||||||||||
Payments to noncontrolling interests | $ 31,000 | ||||||||||
Noncontrolling interest | $ 93,000 | ||||||||||
Accumulated other comprehensive income, noncontrolling interest | 10,000 | ||||||||||
Stock issued | 280,000 | $ 950,000 | |||||||||
Charge to additional paid-in capital | $ 188,000 | ||||||||||
Series H-1 | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Conversion of stock (in shares) | 28,489,311 | ||||||||||
Stock sold, price (in usd per share) | $ 9.84 | $ 14.04 | |||||||||
PacificCo | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Stock sold (in shares) | 500,000,000 | ||||||||||
Stock sold, stock price (in usd per share) | $ 10 | ||||||||||
Preferred stock liquidation preference (in usd per share) | $ 10 | ||||||||||
Affiliate of SBG | PacificCo | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Payments to noncontrolling interests | $ 200,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||||
Noncontrolling interest contribution cancelled | $ 100,000 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) reporting_unit | Dec. 31, 2021 USD ($) reporting_unit | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of reporting units with negative equity | reporting_unit | 1 | 1 |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 677,000 | $ 679,000 |
Goodwill acquired | 10,000 | 0 |
Effect of foreign currency exchange rate changes | (2,000) | (2,000) |
Balance at end of period | $ 685,000 | $ 677,000 |
Intangible Assets, Net - Finite
Intangible Assets, Net - Finite-Lived and Indefinite-Lived (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, accumulated amortization | $ (101) | $ (94) |
Finite-lived intangible assets, net carrying amount | 52 | |
Indefinite-lived intangible assets, gross | 2 | |
Intangibles, Sold | 0 | 2 |
Indefinite-lived intangible assets - trademarks | 0 | |
Total intangible assets, gross carrying amount | 153 | 153 |
Total intangible assets, net carrying amount | 52 | 57 |
Indefinite-lived intangible assets, gross | 2 | |
Indefinite-lived intangible assets, sold | 0 | (2) |
Indefinite-lived intangible assets - trademarks | 0 | |
Total intangible assets, gross carrying amount | 153 | 153 |
Total intangible assets, net carrying amount | $ 52 | $ 57 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful lives | 2 years | 2 years 6 months |
Finite-lived intangible assets, gross carrying amount | $ 123 | $ 134 |
Finite-lived intangible assets, accumulated amortization | (85) | (80) |
Finite-lived intangible assets, net carrying amount | $ 38 | $ 54 |
Other finite-lived intangible assets - customer relationships and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful lives | 8 years 10 months 24 days | 6 years 8 months 12 days |
Finite-lived intangible assets, gross carrying amount | $ 30 | $ 17 |
Finite-lived intangible assets, accumulated amortization | (16) | (14) |
Finite-lived intangible assets, net carrying amount | $ 14 | $ 3 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 30 | $ 27 | $ 31 |
Intangible Assets, Net - Future
Intangible Assets, Net - Future Amortization Expense (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 24 |
2024 | 14 |
2025 | 6 |
2026 | 2 |
2027 | 2 |
2028 | 4 |
Finite-lived intangible assets, net carrying amount | $ 52 |
Equity Method and Other Inves_3
Equity Method and Other Investments - Investments (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Feb. 28, 2022 | Apr. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2021 | Mar. 31, 2021 | Oct. 02, 2020 | |
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Total equity method and other investments, carrying value | $ 63 | $ 200 | ||||||||
Total equity method and other investments, cost basis | 181 | |||||||||
IndiaCo | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Management fee income | 7 | 6 | $ 2 | |||||||
IndiaCo | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Equity method investment, carrying value | 29 | 34 | ||||||||
Equity method investment, cost basis | $ 105 | |||||||||
Ownership percentage | 27.50% | |||||||||
Credit loss | $ 1 | (19) | (44) | |||||||
Unrealized gain (loss) on available-for-sale securities | $ 3 | $ (2) | 3 | |||||||
Guaranty, shares pledged (in shares) | 8,467,347 | |||||||||
Guaranty, shares pledged, percentage | 14.70% | |||||||||
Guarantees | $ 0.4 | |||||||||
IndiaCo | Unfunded Loan Commitment | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Commitment | $ 15 | |||||||||
IndiaCo | 2020 Debentures | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Convertible notes receivable | $ 100 | |||||||||
Payments for notes receivable | $ 15 | $ 85 | ||||||||
Notes receivable, term | 10 years | |||||||||
Notes receivable, conversion period | 18 months | |||||||||
Conversion of notes receivable to investment (in shares) | 12,397,510 | |||||||||
IndiaCo | Other Convertible Debentures | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Note receivable interest rate | 0.001% | |||||||||
Note receivable | $ 5 | |||||||||
Notes receivable, term | 10 years | |||||||||
Conversion of notes receivable to investment (in shares) | 3,375,000 | |||||||||
IndiaCo | Interest Rate Period One | 2020 Debentures | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Note receivable interest rate | 12.50% | |||||||||
Notes receivable, interest payment period | 18 months | |||||||||
IndiaCo | Interest Rate Period Two | 2020 Debentures | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Note receivable interest rate | 0.001% | |||||||||
WPI Fund | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Equity method investment, carrying value | $ 25 | $ 93 | ||||||||
Equity method investment, cost basis | $ 36 | |||||||||
Ownership percentage | 8% | |||||||||
WPI Fund | WeCap Holdings Partnership | General partner | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Ownership percentage | 0.50% | |||||||||
WPI Fund | Wholly Owned Subsidiary of WeCap Investment Group | Limited partner | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Ownership percentage | 8% | |||||||||
Investments held by WeCap Holdings Partnership | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Equity method investment, carrying value | $ 4 | 72 | ||||||||
Equity method investment, cost basis | 5 | |||||||||
Consideration from sale | $ 46 | |||||||||
Gain on sale of equity method investment | $ 0.1 | |||||||||
ChinaCo | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Equity method investment, carrying value | 0 | 0 | $ 29 | $ 0 | $ 26 | |||||
Equity method investment, cost basis | $ 29 | |||||||||
Ownership percentage | 19.70% | 21.60% | 19.70% | 21.60% | ||||||
Other | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Various, carrying value | $ 5 | $ 1 | ||||||||
Various, cost basis | 6 | |||||||||
DSQ | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Note receivable interest rate | 5.77% | |||||||||
Note receivable | $ 43 | |||||||||
Impairment | $ 6 | |||||||||
DSQ | WeCap Holdings Partnership | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Ownership percentage | 10% | |||||||||
ARK Master Fund | WeCap Holdings Partnership | General and Limited Partner | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Ownership percentage | 2% | |||||||||
Upflex | ||||||||||
Schedule Of Equity Method And Other Investments [Line Items] | ||||||||||
Purchase price of investment | $ 5 | |||||||||
Other investment ownership percentage | 5.38% |
Equity Method and Other Inves_4
Equity Method and Other Investments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Equity Method And Other Investments [Line Items] | ||
Credit loss valuation allowance for available-for-sale debt securities | $ 0 | $ 63 |
Unrealized gain (loss) on available-for-sale debt securities | $ 2 | |
IndiaCo | ||
Schedule Of Equity Method And Other Investments [Line Items] | ||
Guarantees | $ 0.4 | |
Guaranty, shares pledged (in shares) | 8,467,347 | |
ChinaCo | Affiliated Entity | ||
Schedule Of Equity Method And Other Investments [Line Items] | ||
Guarantees | $ 4 | |
Commitment To Fund | ||
Schedule Of Equity Method And Other Investments [Line Items] | ||
Commitment | $ 18 |
Equity Method and Other Inves_5
Equity Method and Other Investments - Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |||
Income (loss) from equity method investments | $ (17) | $ (18) | $ (45) |
Equity Method and Other Inves_6
Equity Method and Other Investments - Contributions and Distributions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |||
Contributions to investments | $ 8 | $ 27 | $ 99 |
Distributions received from investments | $ 65 | $ 3 | $ 48 |
Other Assets - Other Non-curren
Other Assets - Other Non-current Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | $ 407 | $ 604 | |
Security deposits with landlords | 210 | 237 | |
Long-term receivable for value added tax | 55 | 0 | |
Straight-line revenue receivable | 36 | 40 | |
Restricted cash | 5 | 11 | |
Other long-term prepaid expenses and other assets | 27 | 32 | |
Total other assets | [1] | 740 | 924 |
Deferred financing costs, accumulated amortization | 581 | 377 | |
Write off of debt issuance costs | 58 | ||
SoftBank Senior Unsecured Notes Warrant | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | 275 | 382 | |
2020 LC Facility | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | 74 | 207 | |
SoftBank Other Debt Payable To SBG | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | 35 | 7 | |
SoftBank Other Debt Payable To Third Parties | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net | $ 23 | $ 8 | |
[1]See Note 27 for disclosure of related party amounts. |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |||
Liabilities held for sale | $ 83 | $ 0 | |
Refunds payable to former members | 45 | 34 | |
Current portion of long-term debt (See Note 17) | 22 | 29 | |
Other current liabilities | 22 | 15 | |
Total other current liabilities | [1] | $ 172 | $ 78 |
[1]See Note 27 for disclosure of related party amounts. |
Warrant Liabilities, net (Detai
Warrant Liabilities, net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities, net | $ 1 | $ 16 |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability at issuance | 18 | 18 |
(Gain) loss from change in fair value of warrant liabilities | (13) | (2) |
Less: Reclassification to equity | (4) | 0 |
Total warrant liabilities, net | 1 | |
SoftBank Senior Unsecured Notes Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability at issuance | 0 | 569 |
(Gain) loss from change in fair value of warrant liabilities | 0 | (58) |
Warrant liability deferred financing cost adjustment | 0 | (1) |
Less: Exercise of warrants into Series H-3 Convertible Preferred Stock | 0 | (475) |
Less: Reclassification to Equity | 0 | (35) |
Total warrant liabilities, net | 0 | 0 |
2020 LC Facility Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability at issuance | 0 | 284 |
(Gain) loss from change in fair value of warrant liabilities | 0 | (29) |
Warrant liability deferred financing cost adjustment | 0 | 0 |
Less: Exercise of warrants into Series H-3 Convertible Preferred Stock | 0 | (237) |
Less: Reclassification to Equity | 0 | (18) |
Total warrant liabilities, net | 0 | 0 |
SoftBank And 2020 LC Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities, net | $ 0 | $ 0 |
Warrant Liabilities, net - Narr
Warrant Liabilities, net - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Apr. 03, 2020 | Nov. 04, 2019 | Oct. 30, 2019 | Apr. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | Oct. 20, 2021 | Oct. 19, 2021 | |
Convertible Related Party Liability [Line Items] | ||||||||||||
Total warrant liabilities, net | $ 16 | $ 1 | ||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 107,312,099 | 92,590,259 | ||||||||||
Convertible preferred stock, exercise of warrants, net | $ 713 | $ 911 | ||||||||||
Affiliated Entity | ||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||
Warrants (in shares) | 5,057,306 | |||||||||||
Stock issuance costs | $ 48 | $ 15 | ||||||||||
Public And Private Warrants | ||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||
Warrants, exercise price (in usd per share) | $ 11.50 | $ 11.50 | ||||||||||
Private Warrants | ||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||
Warrants (in shares) | 7,773,333 | 7,773,333 | ||||||||||
Total warrant liabilities, net | $ 1 | |||||||||||
Public Warrants | ||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||
Warrants (in shares) | 16,100,000 | 16,100,000 | ||||||||||
2019 Warrant | Affiliated Entity | ||||||||||||
Convertible Related Party Liability [Line Items] | ||||||||||||
Agreement to purchase shares | $ 1,500 | $ 1,500 | ||||||||||
Agreement to purchase shares, price (in usd per share) | $ 133.15 | $ 14.05 | ||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 92,590,259 | |||||||||||
Stock issuance costs | $ 39 | |||||||||||
Adjustment to additional paid in capital, fair value adjustment of warrants | $ 220 | |||||||||||
Convertible preferred stock, exercise of warrants, net | $ 200 | $ 911 |
Warrant Liabilities, net - Gain
Warrant Liabilities, net - Gain (Loss) From Change in Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Class of Warrant or Right [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | [1] | $ 11 | $ (343) | $ 820 |
SoftBank Senior Unsecured Notes Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | 0 | (230) | 289 | |
2020 LC Facility Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | 0 | (115) | 144 | |
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | 11 | 2 | 0 | |
2019 Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | $ 0 | $ 0 | $ 387 | |
[1]See Note 27 for disclosure of related party amounts. |
Long-Term Debt, Net, SoftBank_3
Long-Term Debt, Net, SoftBank Debt Financing and Interest Expense (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | May 10, 2022 | Dec. 31, 2021 | Dec. 27, 2019 | |
Debt Instrument [Line Items] | ||||||
Less: current portion | $ (22,000,000) | $ (29,000,000) | ||||
Long-term debt, net | $ 1,008,000,000 | 666,000,000 | ||||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 7.875% | |||||
Outstanding principal balance | $ 669,000,000 | 669,000,000 | ||||
Less: unamortized debt issuance costs | (7,000,000) | (9,000,000) | ||||
Long-term debt, net | $ 662,000,000 | 660,000,000 | ||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 9.593% | |||||
Outstanding principal balance | $ 350,000,000 | 0 | ||||
Less: unamortized debt issuance costs | (7,000,000) | 0 | ||||
Long-term debt, net | 343,000,000 | 0 | ||||
Line of Credit | 2020 Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Availability | $ 1,100,000,000 | $ 1,750,000,000 | ||||
Line of Credit | Junior Letter of Credit Tranche | 2020 Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Availability | $ 350,000,000 | $ 350,000,000 | ||||
Line of Credit | Junior Letter of Credit Tranche | 2020 Credit Facility | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Availability | $ 470,000,000 | |||||
Line of Credit | Junior Letter of Credit Tranche | 2020 Credit Facility | SOFR rate | ||||||
Debt Instrument [Line Items] | ||||||
Floor interest rate | 0.75% | |||||
Basis spread on variable interest rate | 6.50% | |||||
Line of Credit | Junior Letter of Credit Tranche | 2020 Credit Facility | SOFR rate | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable interest rate | 9.90% | |||||
Other Loans | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal balance | $ 25,000,000 | 35,000,000 | ||||
Less: current portion | (22,000,000) | (29,000,000) | ||||
Long-term debt, net | $ 3,000,000 | $ 6,000,000 | ||||
Other Loans | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.30% | |||||
Other Loans | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 20.90% |
Long-Term Debt, Net, SoftBank_4
Long-Term Debt, Net, SoftBank Debt Financing and Interest Expense - Narrative (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | 48 Months Ended | ||||||||||||||||||||||
Nov. 04, 2019 | Feb. 28, 2022 | Apr. 30, 2018 | Feb. 28, 2020 | Mar. 31, 2021 | Dec. 31, 2019 | Aug. 31, 2024 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2025 | Feb. 12, 2024 | Mar. 28, 2023 | Feb. 28, 2023 | Feb. 10, 2023 | Jan. 31, 2023 | Dec. 20, 2022 | Nov. 30, 2022 | May 31, 2022 | May 10, 2022 | Oct. 20, 2021 | Mar. 25, 2021 | Aug. 31, 2020 | Jul. 10, 2020 | Dec. 27, 2019 | Oct. 31, 2019 | Feb. 08, 2019 | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt issuance costs | $ 54,000,000 | |||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 0 | $ 0 | $ (77,000,000) | |||||||||||||||||||||||||
Write off of debt issuance costs | 58,000,000 | |||||||||||||||||||||||||||
Total warrant liabilities, net | 1,000,000 | 16,000,000 | ||||||||||||||||||||||||||
Fees reimbursed, cumulative | 35,000,000 | |||||||||||||||||||||||||||
LatamCo | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Joint venture, reimbursement payable waived | $ 7,000,000 | |||||||||||||||||||||||||||
2020 LC Facility Warrant [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Total warrant liabilities, net | 0 | $ 0 | ||||||||||||||||||||||||||
LC Warrant | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Shares to be issued upon exercise of warrants (in shares) | 11,923,567 | |||||||||||||||||||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | |||||||||||||||||||||||||||
Total warrant liabilities, net | $ 102,000,000 | $ 102,000,000 | ||||||||||||||||||||||||||
SoftBank Debt Financing Warrant | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Total warrant liabilities, net | $ 419,000,000 | |||||||||||||||||||||||||||
Affiliated Entity | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt issuance costs | 23,000,000 | 8,000,000 | ||||||||||||||||||||||||||
Write off of debt issuance costs | 5,000,000 | |||||||||||||||||||||||||||
Warrants (in shares) | 5,057,306 | |||||||||||||||||||||||||||
Fee reimbursement liability, maximum | $ 50,000,000 | $ 50,000,000 | ||||||||||||||||||||||||||
Fee reimbursement liability | 8,000,000 | 15,000,000 | ||||||||||||||||||||||||||
Deferred financing costs, net | $ 20,000,000 | |||||||||||||||||||||||||||
Stock issuance costs | $ 48,000,000 | 15,000,000 | ||||||||||||||||||||||||||
Affiliated Entity | Letter of Credit | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt issuance costs | $ 284,000,000 | $ 284,000,000 | ||||||||||||||||||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||
Availability | $ 1,750,000,000 | |||||||||||||||||||||||||||
Affiliated Entity | SoftBank Unsecured Notes Warrants | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Shares to be issued upon exercise of warrants (in shares) | 71,541,399 | 71,541,399 | ||||||||||||||||||||||||||
Warrants, exercise price (in usd per share) | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||
Affiliated Entity | 2020 LC Facility Warrant [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Shares to be issued upon exercise of warrants (in shares) | 35,770,699 | 35,770,699 | ||||||||||||||||||||||||||
Affiliated Entity | 2019 Warrant | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Temporary equity, stock issuance costs | $ 15,000,000 | |||||||||||||||||||||||||||
Stock issuance costs | $ 39,000,000 | |||||||||||||||||||||||||||
424 Fifth Venture Loans | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 900,000,000 | |||||||||||||||||||||||||||
Repayment of debt | $ 757,000,000 | |||||||||||||||||||||||||||
Outstanding principal balance | 685,000,000 | |||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 72,000,000 | |||||||||||||||||||||||||||
Prepayment penalty and other closing costs | 56,000,000 | |||||||||||||||||||||||||||
Weighted average interest rate | 7.80% | |||||||||||||||||||||||||||
Interest expense | $ 10,000,000 | |||||||||||||||||||||||||||
Minimum | Affiliated Entity | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt issuance costs, amortization period | 3 years | |||||||||||||||||||||||||||
Maximum | Affiliated Entity | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt issuance costs, amortization period | 5 years | |||||||||||||||||||||||||||
Senior Notes | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 7.875% | |||||||||||||||||||||||||||
Aggregate principal amount | $ 702,000,000 | |||||||||||||||||||||||||||
Issuance of debt | 702,000,000 | |||||||||||||||||||||||||||
Debt issuance costs | $ 17,000,000 | |||||||||||||||||||||||||||
Repayment of debt | $ 33,000,000 | |||||||||||||||||||||||||||
Outstanding principal balance | $ 669,000,000 | 669,000,000 | ||||||||||||||||||||||||||
Senior Notes | Affiliated Entity | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 7.50% | 11% | 7.50% | |||||||||||||||||||||||||
Aggregate principal amount | $ 550,000,000 | 500,000,000 | $ 550,000,000 | |||||||||||||||||||||||||
Maximum amount outstanding | $ 500,000,000 | |||||||||||||||||||||||||||
Long-term debt | 0 | 0 | ||||||||||||||||||||||||||
Senior Notes | Affiliated Entity | Subsequent Event | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 250,000,000 | |||||||||||||||||||||||||||
Remaining availability | $ 250,000,000 | |||||||||||||||||||||||||||
Senior Notes | Affiliated Entity | Subsequent Event | Debt Instrument Issuance Period One | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Remaining availability | 50,000,000 | |||||||||||||||||||||||||||
Senior Notes | Affiliated Entity | Subsequent Event | Debt Instrument Issuance Period Two | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Remaining availability | 75,000,000 | |||||||||||||||||||||||||||
Senior Notes | Affiliated Entity | Subsequent Event | Debt Instrument Issuance Period Three | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Remaining availability | 75,000,000 | |||||||||||||||||||||||||||
Senior Notes | Affiliated Entity | Subsequent Event | Debt Instrument Issuance Period Four | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Remaining availability | $ 50,000,000 | |||||||||||||||||||||||||||
Senior Notes | Forecast | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Minimum Growth-Adjusted EBITDA | $ 2,000,000,000 | |||||||||||||||||||||||||||
Senior Notes | Forecast | Affiliated Entity | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Maximum amount outstanding | $ 446,000,000 | |||||||||||||||||||||||||||
Commitment fee | $ 10,000,000 | |||||||||||||||||||||||||||
Senior Notes | Debt Instrument, Redemption, Period One | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Redemption price | 100% | |||||||||||||||||||||||||||
Senior Notes | Debt Instrument, Redemption, Period Two | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Redemption price | 101% | |||||||||||||||||||||||||||
Other Loans | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Repayment of debt | 6,000,000 | 4,000,000 | 54,500,000 | |||||||||||||||||||||||||
Outstanding principal balance | 25,000,000 | 35,000,000 | ||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 0 | 0 | (1,000,000) | |||||||||||||||||||||||||
Other Loans | Minimum | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 3.30% | |||||||||||||||||||||||||||
Other Loans | Maximum | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 20.90% | |||||||||||||||||||||||||||
Senior secured debt | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Outstanding principal balance | $ 3,244,000,000 | |||||||||||||||||||||||||||
Senior secured debt | Affiliated Entity | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 12.50% | |||||||||||||||||||||||||||
Aggregate principal amount | $ 1,100,000,000 | $ 1,100,000,000 | ||||||||||||||||||||||||||
Write off of debt issuance costs | $ 6,000,000 | |||||||||||||||||||||||||||
Senior unsecured notes | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Outstanding principal balance | $ 2,200,000,000 | |||||||||||||||||||||||||||
Senior unsecured notes | Affiliated Entity | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 5% | 5% | ||||||||||||||||||||||||||
Aggregate principal amount | $ 2,200,000,000 | $ 2,200,000,000 | ||||||||||||||||||||||||||
Debt issuance costs | $ 569,000,000 | $ 569,000,000 | ||||||||||||||||||||||||||
Outstanding principal balance | $ 2,200,000,000 | $ 2,200,000,000 | ||||||||||||||||||||||||||
Implied interest rate | 11.69% | |||||||||||||||||||||||||||
Term | 5 years | |||||||||||||||||||||||||||
Senior unsecured notes | Affiliated Entity | Debt Instrument Tranche One | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||||||||||
Aggregate principal amount | $ 550,000,000 | |||||||||||||||||||||||||||
Senior unsecured notes | Affiliated Entity | Debt Instrument Tranche Two | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||||||||||
Aggregate principal amount | $ 1,650,000,000 | |||||||||||||||||||||||||||
Line of Credit | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 9.593% | |||||||||||||||||||||||||||
Outstanding principal balance | $ 350,000,000 | $ 0 | ||||||||||||||||||||||||||
Line of Credit | 2020 Credit Facility | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Availability | $ 1,100,000,000 | $ 1,750,000,000 | ||||||||||||||||||||||||||
Implied interest rate | 12.47% | |||||||||||||||||||||||||||
Line of Credit | 2020 Credit Facility | Letter of Credit | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Remaining availability | $ 21,000,000 | |||||||||||||||||||||||||||
Line of Credit | 2020 Credit Facility | Letter of Credit | Subsequent Event | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Availability | $ 1,100,000,000 | |||||||||||||||||||||||||||
Line of Credit | 2020 Credit Facility | Senior Letter of Credit Tranche | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Availability | $ 1,250,000,000 | |||||||||||||||||||||||||||
Line of Credit | 2020 Credit Facility | Senior Letter of Credit Tranche | Subsequent Event | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Availability | 960,000,000 | $ 1,050,000,000 | ||||||||||||||||||||||||||
Line of Credit | 2020 Credit Facility | Junior Letter of Credit Tranche | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Availability | $ 350,000,000 | $ 350,000,000 | ||||||||||||||||||||||||||
Line of Credit | 2020 Credit Facility | Junior Letter of Credit Tranche | Subsequent Event | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Availability | 470,000,000 | |||||||||||||||||||||||||||
Line of Credit | Senior Letter of Credit Tranche | Subsequent Event | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Availability | $ 960,000,000 | $ 930,000,000 |
Long-Term Debt, Net, SoftBank_5
Long-Term Debt, Net, SoftBank Debt Financing and Interest Expense - Principal Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2020 | Oct. 31, 2019 |
Long-term debt | ||||
Debt Instrument [Line Items] | ||||
2023 | $ 22 | |||
2024 | 2 | |||
2025 | 1,019 | |||
2026 | 1 | |||
2027 | 0 | |||
2028 and beyond | 0 | |||
Total minimum payments | 1,044 | |||
Unsecured notes payable | ||||
Debt Instrument [Line Items] | ||||
2023 | 0 | |||
2024 | 0 | |||
2025 | 2,200 | |||
2026 | 0 | |||
2027 | 0 | |||
2028 and beyond | 0 | |||
Total minimum payments | $ 2,200 | |||
Unsecured notes payable | Affiliated Entity | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5% | 5% | ||
Total minimum payments | $ 2,200 | $ 2,200 | ||
Debt financing | ||||
Debt Instrument [Line Items] | ||||
2023 | 22 | |||
2024 | 2 | |||
2025 | 3,219 | |||
2026 | 1 | |||
2027 | 0 | |||
2028 and beyond | 0 | |||
Total minimum payments | $ 3,244 | |||
Debt financing | Affiliated Entity | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 12.50% |
Long-Term Debt, Net, SoftBank_6
Long-Term Debt, Net, SoftBank Debt Financing and Interest Expense - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2022 | Mar. 31, 2021 | Mar. 25, 2021 | Oct. 31, 2019 | |
Debt Instrument [Line Items] | |||||||
Interest expense, excluding amortization | $ 257 | $ 245 | $ 159 | ||||
Amortization of debt issuance costs | 259 | 210 | 172 | ||||
Interest expense | 516 | 455 | 331 | ||||
Write off of debt issuance costs | 58 | ||||||
Affiliated Entity | |||||||
Debt Instrument [Line Items] | |||||||
Write off of debt issuance costs | 5 | ||||||
Unsecured debt | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense, excluding amortization | 110 | 99 | 15 | ||||
Amortization of debt issuance costs | $ 106 | 106 | 80 | ||||
Unsecured debt | Affiliated Entity | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5% | 5% | |||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 9.593% | ||||||
Interest expense, excluding amortization | $ 85 | 82 | 70 | ||||
Amortization of debt issuance costs | $ 144 | 101 | 90 | ||||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 7.875% | ||||||
Interest expense, excluding amortization | $ 53 | 53 | 53 | ||||
Senior Notes | Affiliated Entity | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 11% | 7.50% | 7.50% | ||||
Other | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense, excluding amortization | 9 | 11 | 21 | ||||
Amortization of debt issuance costs | $ 9 | $ 3 | $ 2 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents — money market funds and time deposits | $ 27 | $ 611 |
Other investments — available-for-sale convertible notes | 34 | |
Total assets measured at fair value | 27 | 645 |
Total warrant liabilities, net | 1 | 16 |
Other liabilities - contingent consideration relating to acquisitions payable in cash | 1 | |
Total liabilities measured at fair value | 2 | 16 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents — money market funds and time deposits | 27 | 611 |
Other investments — available-for-sale convertible notes | 0 | |
Total assets measured at fair value | 27 | 611 |
Total warrant liabilities, net | 0 | 0 |
Other liabilities - contingent consideration relating to acquisitions payable in cash | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents — money market funds and time deposits | 0 | 0 |
Other investments — available-for-sale convertible notes | 0 | |
Total assets measured at fair value | 0 | 0 |
Total warrant liabilities, net | 1 | 16 |
Other liabilities - contingent consideration relating to acquisitions payable in cash | 0 | |
Total liabilities measured at fair value | 1 | 16 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents — money market funds and time deposits | 0 | 0 |
Other investments — available-for-sale convertible notes | 34 | |
Total assets measured at fair value | 0 | 34 |
Total warrant liabilities, net | 0 | 0 |
Other liabilities - contingent consideration relating to acquisitions payable in cash | 1 | |
Total liabilities measured at fair value | $ 1 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Classified as Level 3 (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 34 | $ 50 |
Purchases | 0 | 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 | 0 | (9) |
Unrealized (loss) gain on available-for-sale securities included in other comprehensive income | 0 | (2) |
Accrued interest income | 0 | 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 13) | (33) | 0 |
Balance at end of period | $ 0 | $ 34 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Classified as Level 3 (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at Beginning of Period | $ 0 | $ 427 | |
Additions | 6 | 0 | |
Settlements | (3) | (720) | |
Change in Fair Value | (2) | 346 | |
Reclassification to Equity | (53) | ||
Balance at End of Period | 1 | 0 | |
Proceeds from exercise of warrants | 0 | $ 0 | |
SoftBank Senior Unsecured Notes Warrant | Affiliated Entity | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Stock issued for exercise of warrants (in shares) | 71,541,399 | ||
Proceeds from exercise of warrants | $ 1 | ||
2020 LC Facility Warrant | Affiliated Entity | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Stock issued for exercise of warrants (in shares) | 35,770,699 | ||
Proceeds from exercise of warrants | $ 0.4 | ||
Other current liabilities - contingent consideration relating to acquisitions payable in common stock | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Additions | 3 | ||
Settlements | (1) | ||
Change in Fair Value | (2) | ||
Balance at End of Period | 0 | 0 | |
Other current liabilities - contingent consideration relating to acquisitions payable in cash | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Additions | 2 | ||
Settlements | (2) | ||
Change in Fair Value | 0 | ||
Balance at End of Period | 0 | 0 | |
Other liabilities - contingent consideration relating to acquisitions payable in cash | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Additions | 1 | ||
Settlements | 0 | ||
Change in Fair Value | 0 | ||
Balance at End of Period | 1 | 0 | |
IndiaCo Forward Contract Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at Beginning of Period | 0 | 8 | |
Additions | 0 | ||
Settlements | (9) | ||
Change in Fair Value | 1 | ||
Reclassification to Equity | 0 | ||
Balance at End of Period | 0 | ||
SoftBank Senior Unsecured Notes Warrant | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at Beginning of Period | 0 | 279 | |
Additions | 0 | ||
Settlements | (474) | ||
Change in Fair Value | 230 | ||
Reclassification to Equity | $ (35) | (35) | |
Balance at End of Period | 0 | ||
2020 LC Facility Warrant | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at Beginning of Period | $ 0 | 140 | |
Additions | 0 | ||
Settlements | (237) | ||
Change in Fair Value | 115 | ||
Reclassification to Equity | $ (17) | (18) | |
Balance at End of Period | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain (loss) from change in fair value | $ 2 | $ (346) | ||
Gain (loss) from change in fair value of warrant liabilities: | [1] | 11 | (343) | $ 820 |
SoftBank Senior Unsecured Notes Warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | 0 | (230) | 289 | |
2020 LC Facility Warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | 0 | (115) | $ 144 | |
Fair Value, Inputs, Level 2 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | 11 | 2 | ||
Fair Value, Inputs, Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | 0 | (345) | ||
Fair Value, Inputs, Level 3 | Selling, general and administrative expenses | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain (loss) from change in fair value | $ (2) | $ 0 | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative expenses | Selling, general and administrative expenses | ||
Fair Value, Inputs, Level 3 | Income (loss) from equity method and other investments | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain (loss) from change in fair value | $ 0 | $ (1) | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Income (loss) from equity method investments | Income (loss) from equity method investments | ||
Fair Value, Inputs, Level 3 | SoftBank Senior Unsecured Notes Warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | $ 0 | $ (230) | ||
Fair Value, Inputs, Level 3 | 2020 LC Facility Warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Gain (loss) from change in fair value of warrant liabilities: | $ 0 | $ (115) | ||
[1]See Note 27 for disclosure of related party amounts. |
Fair Value Measurements - Valua
Fair Value Measurements - Valuation Techniques and Significant Unobservable Inputs (Details) $ in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other investments — available-for-sale convertible notes | $ 34 | |
Fair Value, Inputs, Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other current liabilities - contingent consideration relating to acquisitions | $ 0 | |
Other liabilities - contingent consideration relating to acquisitions | 1 | |
Other liabilities - IndiaCo share pledge | $ 0 | |
Other investments — available-for-sale convertible notes | $ 34 | |
Fair Value, Inputs, Level 3 | Probability weighted cash flow | Probability adjustment | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other current liabilities - contingent consideration relating to acquisitions, measurement input | 1 | |
Other liabilities - contingent consideration relating to acquisitions, measurement input | 1 | |
Fair Value, Inputs, Level 3 | Discounted cash flow | Risk-adjusted discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other liabilities - IndiaCo share pledge, measurement input (in usd per share) | 0.123 | |
Fair Value, Inputs, Level 3 | Discounted cash flow | Price per share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other investments - available-for-sale convertible notes, measurement input (in usd per share) | $ / shares | 2.22 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions, ₨ in Billions | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 INR (₨) shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets held for sale | $ 52 | $ 0 | |||
Liabilities held for sale | 83 | 0 | |||
Impairment loss | 0 | 0 | $ 120 | ||
Property and equipment, net | 4,391 | 5,374 | |||
Impairment of intangible assets | 36 | 0 | 0 | ||
Debt, fair value | $ 248 | ||||
Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate | 7.875% | 7.875% | |||
DSQ | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment | $ 6 | ||||
Investments held by WeCap Holdings Partnership | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Consideration from sale | $ 46 | ||||
IndiaCo | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Guaranty, shares pledged (in shares) | shares | 8,467,347 | 8,467,347 | |||
Guaranty, shares pledged, percentage | 14.70% | 14.70% | |||
Guaranty, shares pledged, value | $ 66.5 | ₨ 5.5 | |||
Guarantees | 0.4 | ||||
Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-lived assets | 0 | ||||
Impairment loss | 427 | $ 757 | $ 944 | ||
Impairment of right-of-use assets and property and equipment | 163 | ||||
Property and equipment, net | 1,000 | ||||
Other liabilities - IndiaCo share pledge | $ 0 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Detail of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenue from Contract with Customer [Abstract] | ||||
ASC 606 membership and service revenue | $ 2,207 | $ 1,567 | $ 2,418 | |
ASC 842 rental and service revenue | 994 | 900 | 715 | |
Total membership and service revenue | 3,201 | 2,467 | 3,133 | |
Other revenue | 44 | 103 | 283 | |
Total revenue | [1] | 3,245 | 2,570 | 3,416 |
Cost of goods sold | $ 35 | $ 91 | $ 249 | |
[1]See Note 27 for disclosure of related party amounts. |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | $ 26 | $ 38 | ||
Remaining performance obligations | 1,500 | |||
Committed revenue backlog | $ 2,500 | 3,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Remaining performance obligation, percentage (more than) | 50% | |||
Remaining performance obligation, expected timing of satisfaction, period | 12 months | |||
424 Fifth Venture | ||||
Disaggregation of Revenue [Line Items] | ||||
Escrow deposit | $ 200 | |||
Reimbursement income | $ 23 | $ 69 | $ 62 |
Revenue Recognition - Contract
Revenue Recognition - Contract Assets and Deferred Revenue (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets (included in Accounts receivable and accrued revenue, net) | $ 1 | $ 28 |
Contract assets (included in Other current assets) | 7 | 10 |
Contract assets (included in Other assets) | 17 | 14 |
Deferred revenue | $ (51) | $ (42) |
Revenue Recognition - Prepaid M
Revenue Recognition - Prepaid Member Referral Fees and Deferred Sale Incentive Compensation (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Prepaid expenses | $ 55 | $ 52 |
Other assets | $ 21 | $ 23 |
Revenue Recognition - Amortizat
Revenue Recognition - Amortization of Contract Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Amortization of capitalized costs to obtain a contract with a customer | $ 90 | $ 67 | $ 94 |
Revenue Recognition - Allowance
Revenue Recognition - Allowance For Credit Loss (Details) - USD ($) $ in Millions | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ 63 | $ 108 | ||
Provision charged to expense | 4 | 15 | $ 67 | |
Write-offs | (19) | (43) | ||
Changes for member collectability uncertainty | (33) | (16) | ||
Effect of foreign currency exchange rate changes | (2) | (1) | ||
Balance at end of period | $ 13 | $ 63 | $ 108 | $ 13 |
Revenue not recognized, COVID-19 | $ 4 |
Revenue Recognition - Future Mi
Revenue Recognition - Future Minimum Lease Cash Flows (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
2023 | $ 648 |
2024 | 308 |
2025 | 148 |
2026 | 65 |
2027 | 37 |
2028 and beyond | 32 |
Total | $ 1,238 |
Leasing Arrangements - Operatin
Leasing Arrangements - Operating Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | $ 2,643 | $ 2,820 | $ 2,831 |
Non-cash GAAP straight-line lease cost | 154 | 303 | 573 |
Amortization of lease incentives | (289) | (322) | (346) |
Total real estate operating lease cost | 2,508 | 2,801 | 3,058 |
Early termination fees and related (gain)/loss | (329) | (311) | (37) |
Location operating expenses | |||
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | 2,471 | 2,531 | 2,638 |
Non-cash GAAP straight-line lease cost | 106 | 232 | 381 |
Amortization of lease incentives | (267) | (280) | (298) |
Total real estate operating lease cost | 2,310 | 2,483 | 2,721 |
Early termination fees and related (gain)/loss | 0 | 0 | 0 |
Pre-opening Location Expenses | |||
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | 91 | 110 | 129 |
Non-cash GAAP straight-line lease cost | 39 | 61 | 172 |
Amortization of lease incentives | (15) | (21) | (41) |
Total real estate operating lease cost | 115 | 150 | 260 |
Early termination fees and related (gain)/loss | 0 | 0 | 0 |
Selling, general and administrative expenses | |||
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | 16 | 37 | 62 |
Non-cash GAAP straight-line lease cost | 1 | 1 | 20 |
Amortization of lease incentives | (1) | (3) | (6) |
Total real estate operating lease cost | 16 | 35 | 76 |
Early termination fees and related (gain)/loss | 0 | 0 | 0 |
Restructuring and other related (gains) costs | |||
Lessee, Lease, Description [Line Items] | |||
Lease cost contractually paid or payable for the period | 65 | 142 | 2 |
Non-cash GAAP straight-line lease cost | 8 | 9 | 0 |
Amortization of lease incentives | (6) | (18) | (1) |
Total real estate operating lease cost | 67 | 133 | 1 |
Early termination fees and related (gain)/loss | $ (329) | $ (311) | $ (37) |
Leasing Arrangements - Operat_2
Leasing Arrangements - Operating Lease Costs - Fixed and Variable (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | $ 2,079 | $ 2,323 | $ 2,594 |
Fixed equipment and other lease costs | 0 | 1 | 2 |
Total fixed lease costs | 2,079 | 2,324 | 2,596 |
Variable real estate lease costs | 429 | 478 | 464 |
Variable equipment and other lease costs | 4 | 5 | 3 |
Total variable lease costs | 433 | 483 | 467 |
Location operating expenses | |||
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | 1,910 | 2,038 | 2,283 |
Fixed equipment and other lease costs | 0 | 1 | 2 |
Total fixed lease costs | 1,910 | 2,039 | 2,285 |
Variable real estate lease costs | 400 | 445 | 438 |
Variable equipment and other lease costs | 4 | 3 | 3 |
Total variable lease costs | 404 | 448 | 441 |
Pre-opening Location Expenses | |||
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | 100 | 132 | 244 |
Fixed equipment and other lease costs | 0 | 0 | 0 |
Total fixed lease costs | 100 | 132 | 244 |
Variable real estate lease costs | 15 | 18 | 16 |
Variable equipment and other lease costs | 0 | 0 | 0 |
Total variable lease costs | 15 | 18 | 16 |
Selling, general and administrative expenses | |||
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | 14 | 31 | 67 |
Fixed equipment and other lease costs | 0 | 0 | 0 |
Total fixed lease costs | 14 | 31 | 67 |
Variable real estate lease costs | 2 | 4 | 9 |
Variable equipment and other lease costs | 0 | 0 | 0 |
Total variable lease costs | 2 | 4 | 9 |
Restructuring and other related (gains) costs | |||
Lessee, Lease, Description [Line Items] | |||
Fixed real estate lease costs | 55 | 122 | 0 |
Fixed equipment and other lease costs | 0 | 0 | 0 |
Total fixed lease costs | 55 | 122 | 0 |
Variable real estate lease costs | 12 | 11 | 1 |
Variable equipment and other lease costs | 0 | 2 | 0 |
Total variable lease costs | $ 12 | $ 13 | $ 1 |
Leasing Arrangements - Finance
Leasing Arrangements - Finance Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Depreciation and amortization | $ 4 | $ 5 | $ 5 |
Interest expense | 4 | 4 | 5 |
Total | $ 8 | $ 9 | $ 10 |
Leasing Arrangements - Assets a
Leasing Arrangements - Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets: | |||
Operating lease right-of-use assets | $ 11,243 | $ 13,052 | |
Finance lease right-of-use assets, location | Property and equipment, net | Property and equipment, net | |
Finance lease right-of-use assets | $ 46 | $ 47 | |
Total leased assets | 11,289 | 13,099 | |
Current liabilities | |||
Operating lease liabilities | $ 931 | $ 888 | |
Operating lease liabilities location | Total current liabilities | Total current liabilities | |
Finance lease liabilities | $ 5 | $ 5 | |
Finance lease liabilities location | Total current liabilities | Total current liabilities | |
Total current liabilities | [1] | $ 936 | $ 893 |
Non-current liabilities | |||
Operating lease obligations | $ 15,565 | $ 17,888 | |
Operating lease obligations location | Total non-current liabilities | Total non-current liabilities | |
Finance lease obligations | $ 33 | $ 38 | |
Finance lease obligations location | Total non-current liabilities | Total non-current liabilities | |
Total non-current liabilities | [1] | $ 15,598 | $ 17,926 |
Total lease obligations | 16,534 | 18,819 | |
Finance lease right-of-use assets, accumulated amortization | $ 26 | $ 22 | |
[1]See Note 27 for disclosure of related party amounts. |
Leasing Arrangements - Weighted
Leasing Arrangements - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term, operating lease | 12 years | 12 years |
Weighted average remaining lease term, finance lease | 8 years | 9 years |
Weighted average discount rate percentage, operating lease | 9.30% | 8.70% |
Weighted average discount rate percentage, finance lease | 7.50% | 7.50% |
Leasing Arrangements - Annual L
Leasing Arrangements - Annual Lease Obligations (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Leases | |||
2023 | $ 9 | ||
2024 | 7 | ||
2025 | 6 | ||
2026 | 7 | ||
2027 | 6 | ||
2028 and beyond | 20 | ||
Total undiscounted fixed minimum lease cost payments | 55 | ||
Less amount representing lease incentive receivables | 0 | ||
Less: Amount representing interest | (17) | ||
Present value of future lease payments | 38 | ||
Less: Obligations classified as held for sale | 0 | ||
Less: Current portion of lease obligation | (5) | $ (5) | |
Total long-term lease obligation | 33 | 38 | |
Operating Leases | |||
2023 | 2,347 | ||
2024 | 2,360 | ||
2025 | 2,384 | ||
2026 | 2,409 | ||
2027 | 2,405 | ||
2028 and beyond | 15,530 | ||
Total undiscounted fixed minimum lease cost payments | 27,435 | ||
Less amount representing lease incentive receivables | (178) | ||
Less: Amount representing interest | (10,693) | ||
Present value of future lease payments | 16,564 | ||
Less: Obligations classified as held for sale | (68) | ||
Less: Current portion of lease obligation | (931) | (888) | |
Total long-term lease obligation | 15,565 | 17,888 | |
Total | |||
2023 | 2,356 | ||
2024 | 2,367 | ||
2025 | 2,390 | ||
2026 | 2,416 | ||
2027 | 2,411 | ||
2028 and beyond | 15,550 | ||
Total undiscounted fixed minimum lease cost payments | 27,490 | ||
Less amount representing lease incentive receivables | (178) | ||
Less: Amount representing interest | (10,710) | ||
Total lease obligations | 16,602 | ||
Less: Obligations classified as held for sale | (68) | ||
Less: Current portion of lease obligation | [1] | (936) | (893) |
Total non-current liabilities | [1] | $ 15,598 | $ 17,926 |
[1]See Note 27 for disclosure of related party amounts. |
Leasing Arrangements - Narrativ
Leasing Arrangements - Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
Future minimum lease cost payments for leases not yet taken possession | $ 450 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 15, 2019 | |
Noncontrolling Interest [Line Items] | |||
Valuation allowance | $ 6,044 | $ 5,776 | |
Increase in valuation allowance | 300 | ||
Capital Loss Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 137 | ||
We Company MC | |||
Noncontrolling Interest [Line Items] | |||
Controlling interest ownership | 100% | ||
WeWork Companies LLC | WeWork Partnership | |||
Noncontrolling Interest [Line Items] | |||
Controlling interest ownership | 100% | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 7,600 | ||
Net operating loss carryforwards, not subject to expiration | 6,700 | ||
Net operating loss carryforwards, subject to expiration | 900 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 7,600 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 4,500 | ||
Net operating loss carryforwards, not subject to expiration | $ 4,000 |
Income Taxes - Pre-Tax Loss (De
Income Taxes - Pre-Tax Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (1,721) | $ (3,313) | $ (1,541) |
Non-U.S. | (568) | (1,316) | (2,273) |
Pre-tax loss | $ (2,289) | $ (4,629) | $ (3,814) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax benefit (provision): | |||
Federal | $ 0 | $ 0 | $ 0 |
State and local | 0 | 0 | 0 |
Non-U.S. | (9) | (3) | (21) |
Total current tax provision | (9) | (3) | (21) |
Deferred tax benefit (provision): | |||
Federal | 2 | 0 | 0 |
State and local | 1 | 0 | 0 |
Non-U.S. | 0 | 0 | 1 |
Total deferred tax benefit (provision) | 3 | 0 | 1 |
Income tax benefit (provision) | $ (6) | $ (3) | $ (20) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit (provision) at the U.S. Federal tax rate | $ 481 | $ 972 | $ 801 |
State income taxes, inclusive of valuation allowance | 1 | 0 | 0 |
Withholding tax | (3) | (2) | (8) |
Foreign rate differential | 34 | 47 | 39 |
Stock-based compensation | (3) | (6) | (31) |
Non-deductible compensation | 0 | (90) | 0 |
Non-deductible expenses | (2) | (30) | (15) |
Non-deductible financial instrument expense | (52) | (118) | 137 |
Goodwill Impairment | 0 | 0 | (1) |
Rate Change | (3) | 528 | 143 |
ChinaCo Deconsolidation | 0 | 0 | (287) |
Finite-Lived Intangible | 0 | 283 | 0 |
Other, net | (117) | 19 | (55) |
Valuation allowance | (342) | (1,606) | (743) |
Income tax benefit (provision) | $ (6) | $ (3) | $ (20) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets, Net of Valuation Allowance [Abstract] | ||
Investment in partnership | $ 791 | $ 586 |
Deferred rent | 155 | 197 |
Property and Equipment | 183 | 160 |
Accrued expenses | 7 | 8 |
Stock-based compensation | 10 | 9 |
Deferred financing obligation | 4 | 2 |
Unrealized (gain) loss on foreign exchange | 6 | 10 |
Net operating loss | 3,424 | 3,055 |
Capital Loss | 42 | 26 |
Finite-lived intangibles | 1,502 | 1,783 |
Interest | 25 | 21 |
Lease Liability | 2,198 | 2,490 |
Other | 16 | 16 |
Total deferred tax assets | 8,363 | 8,363 |
Valuation allowance | (6,044) | (5,776) |
Total net deferred tax assets | 2,319 | 2,587 |
Deferred tax liabilities: | ||
Deferred Rent | (3) | (1) |
Accrued Expenses | (2) | (6) |
Unrealized (Gain)/Loss on foreign exchange | (1) | (1) |
Property and equipment | (11) | (50) |
Right-of-Use Asset | (2,175) | (2,477) |
Other | (125) | (51) |
Total deferred tax liabilities | (2,317) | (2,586) |
Net deferred tax asset | 2 | 1 |
Other Assets | ||
Deferred Tax Assets [Line Items] | ||
Deferred income tax assets | $ 2 | $ 1 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Oct. 20, 2021 shares | Nov. 04, 2019 USD ($) shares | Apr. 30, 2020 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Oct. 31, 2019 $ / shares shares | Mar. 31, 2018 shares | |
Temporary Equity [Line Items] | ||||||||||
Recapitalization exchange ratio | 0.82619 | |||||||||
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 | ||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, outstanding (in shares) | 0 | 0 | ||||||||
Preferred stock, issued (in shares) | 0 | 0 | ||||||||
Par value (in usd per share) | $ / shares | $ 0.001 | |||||||||
Stock issued for acquisitions (in shares) | 0 | 25,724 | ||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 107,312,099 | 92,590,259 | ||||||||
Convertible preferred stock, exercise of warrants, net | $ | $ 713 | $ 911 | ||||||||
Convertible notes | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion to common stock (in shares) | 468,394 | |||||||||
Affiliated Entity | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Stock issuance costs | $ | $ 48 | $ 15 | ||||||||
2019 Warrant | Affiliated Entity | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 92,590,259 | |||||||||
Convertible preferred stock, exercise of warrants, net | $ | $ 200 | $ 911 | ||||||||
Stock issuance costs | $ | $ 39 | |||||||||
Acquisition Preferred Stock | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares authorized (in shares) | 11,484,041 | |||||||||
Series H-1 | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares authorized (in shares) | 187,565,805 | |||||||||
Stock sold, price (in usd per share) | $ / shares | $ 9.84 | $ 14.04 | ||||||||
Conversion of stock (in shares) | 28,489,311 | |||||||||
Series H-1 | 2019 Warrant | Affiliated Entity | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertible preferred stock, exercise of warrants, net (in shares) | 14,244,654 | |||||||||
Series H-2 Convertible Preferred Stock | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares authorized (in shares) | 187,565,805 | |||||||||
Stock sold, price (in usd per share) | $ / shares | $ 14.04 | |||||||||
Series H-3 Convertible Preferred Stock | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares authorized (in shares) | 107,312,100 | |||||||||
Stock sold, price (in usd per share) | $ / shares | $ 0.01 | |||||||||
Series H-4 Convertible Preferred Stock | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares authorized (in shares) | 107,312,100 | |||||||||
Stock sold, price (in usd per share) | $ / shares | $ 0.01 |
Convertible Preferred Stock - I
Convertible Preferred Stock - Issued and Outstanding (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 304,792,000 | ||
Shares outstanding (in shares) | 0 | 304,791,824 | 183,686,531 |
Carrying amount | $ 0 | $ 7,666 | $ 6,474 |
Series A | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 31,720,000 | ||
Shares outstanding (in shares) | 31,720,000 | ||
Carrying amount | $ 17 | ||
Series B | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 18,313,000 | ||
Shares outstanding (in shares) | 18,313,000 | ||
Carrying amount | $ 41 | ||
Series C | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 23,467,000 | ||
Shares outstanding (in shares) | 23,467,000 | ||
Carrying amount | $ 155 | ||
Series D-1 | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 9,864,000 | ||
Shares outstanding (in shares) | 9,864,000 | ||
Carrying amount | $ 199 | ||
Series D-2 | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 7,750,000 | ||
Shares outstanding (in shares) | 7,750,000 | ||
Carrying amount | $ 156 | ||
Series E | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 10,900,000 | ||
Shares outstanding (in shares) | 10,900,000 | ||
Carrying amount | $ 433 | ||
Series F | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 11,368,000 | ||
Shares outstanding (in shares) | 11,368,000 | ||
Carrying amount | $ 676 | ||
Series G | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 27,358,000 | ||
Shares outstanding (in shares) | 27,358,000 | ||
Carrying amount | $ 1,730 | ||
Series G-1 | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 26,288,000 | ||
Shares outstanding (in shares) | 26,288,000 | ||
Carrying amount | $ 2,681 | ||
Series H-1 | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 135,324,000 | ||
Shares outstanding (in shares) | 135,324,000 | ||
Carrying amount | $ 1,353 | ||
Acquisition | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 2,438,000 | ||
Shares outstanding (in shares) | 2,438,000 | ||
Carrying amount | $ 224 | ||
Junior | |||
Temporary Equity [Line Items] | |||
Shares issued (in shares) | 1,000 | ||
Shares outstanding (in shares) | 1,000 | ||
Carrying amount | $ 1 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||
Oct. 20, 2021 USD ($) $ / shares shares | Oct. 19, 2021 class $ / shares shares | Oct. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares | Dec. 31, 2022 shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 vote | Dec. 31, 2022 entity | Dec. 31, 2022 | Feb. 26, 2021 vote | Feb. 25, 2021 vote | Oct. 30, 2019 entity | Oct. 29, 2019 entity | |
Class of Stock [Line Items] | |||||||||||||||
Number of classes of common stock | class | 4 | ||||||||||||||
Common stock, number of votes per share | entity | 10 | ||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Number of shares of common stock per unit (in shares) | entity | 1 | ||||||||||||||
Proceeds from exercise of warrants | $ | $ 0 | $ 0 | |||||||||||||
Warrants transferred | 2,332,000 | ||||||||||||||
Reclassification of liability classified warrants to equity | $ | $ 4,000 | 52,000 | |||||||||||||
Reclassification to equity | $ | 53,000 | ||||||||||||||
Fair value of warrant at issuance | $ | 16,000 | $ 1,000 | |||||||||||||
2020 Credit Facility | Line of Credit | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Interest rate | 12.78% | ||||||||||||||
Interest rate - cash | 5.475% | ||||||||||||||
Interest rate - warrants | 7.305% | ||||||||||||||
SoftBank Senior Unsecured Notes Warrant | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Reclassification to equity | $ | $ 35,000 | 35,000 | |||||||||||||
2020 LC Facility Warrant | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Reclassification to equity | $ | $ 17,000 | $ 18,000 | |||||||||||||
Public And Private Warrants | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants, exercise price (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||||||||
Warrants, term from Business Combination | 30 days | 30 days | |||||||||||||
Warrants, term from Legacy initial public offering | 12 months | ||||||||||||||
Warrants, expiration term | 5 years | 5 years | |||||||||||||
Public And Private Warrants | Warrant Redemption Scenario One | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants, exercise price (in usd per share) | $ / shares | $ 11.50 | ||||||||||||||
Warrants, redemption price if reference value exceeds threshold | $ / shares | $ 0.01 | ||||||||||||||
Warrants, reference value threshold (in usd per share) | $ / shares | 18 | ||||||||||||||
Public And Private Warrants | Warrant Redemption Scenario Two | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants, redemption price if reference value exceeds threshold | $ / shares | 0.10 | ||||||||||||||
Warrants, reference value threshold (in usd per share) | $ / shares | $ 10 | ||||||||||||||
Private Warrants | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants (in shares) | 7,773,333 | 7,773,333 | |||||||||||||
Warrants, shares issuable, restriction period | 30 days | ||||||||||||||
Fair value of warrant at issuance | $ | $ 1,000 | ||||||||||||||
Public Warrants | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants (in shares) | 16,100,000 | 16,100,000 | |||||||||||||
Warrants, maximum issuable (in shares) | 16,100,000 | ||||||||||||||
Warrants, issued (in shares) | 16,099,959 | ||||||||||||||
Warrants, notice period for redemption | 30 days | ||||||||||||||
SVF II Warrant | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants (in shares) | 28,948,838 | ||||||||||||||
Warrants, exercise price (in usd per share) | $ / shares | $ 0.01 | ||||||||||||||
SVFE Warrant | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants (in shares) | 10,184,811 | ||||||||||||||
Warrants, exercise price (in usd per share) | $ / shares | $ 0.01 | ||||||||||||||
LC Warrant | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants, exercise price (in usd per share) | $ / shares | $ 0.01 | ||||||||||||||
Shares to be issued upon exercise of warrants (in shares) | 11,923,567 | ||||||||||||||
Fair value of warrant at issuance | $ | $ 102,000 | $ 102,000 | |||||||||||||
First Warrants | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants (in shares) | 39,133,649 | ||||||||||||||
Warrants, exercise price (in usd per share) | $ / shares | $ 0.01 | ||||||||||||||
Adjustment to additional paid in capital, fair value adjustment of warrants | $ | $ 406,000 | ||||||||||||||
Class A common stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, authorized (in shares) | 1,500,000,000 | 1,500,000,000 | |||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | 0.0001 | |||||||||||||
Common stock, number of votes per share | entity | 1 | ||||||||||||||
Class A common stock | Common Stock | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Stock issued for exercise of warrants (in shares) | 10 | 206,955 | |||||||||||||
Class A common stock | Warrants Tranche One | Common Stock | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Stock issued for exercise of warrants (in shares) | 206,547 | ||||||||||||||
Class C common stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, authorized (in shares) | 25,041,666 | 25,041,666 | |||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, number of votes per share | 1 | 1 | 1 | 3 | 3 | ||||||||||
Class B, C and D common stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, number of votes per share | entity | 3 |
Shareholders' Equity - Outstand
Shareholders' Equity - Outstanding Warrants (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Not Held by Softbank and Softbank Affiliates | ||
Class of Warrant or Right [Line Items] | ||
Number of shares (in shares) | 23,877,777 | 23,877,787 |
Warrants Expiring July 31, 2025 | Not Held by Softbank and Softbank Affiliates | ||
Class of Warrant or Right [Line Items] | ||
Number of shares (in shares) | 4,495 | 4,495 |
Warrants, exercise price (in usd per share) | $ 15.89 | $ 15.89 |
Warrants Expiring July 31, 2025 | Held by Softbank and Softbank Affiliates | ||
Class of Warrant or Right [Line Items] | ||
Number of shares (in shares) | 56,114,522 | |
Warrants Expiring October 20, 2026 | Not Held by Softbank and Softbank Affiliates | ||
Class of Warrant or Right [Line Items] | ||
Number of shares (in shares) | 23,873,282 | 23,873,292 |
Warrants, exercise price (in usd per share) | $ 11.50 | $ 11.50 |
Warrants Expiring December 27, 2024 | Held by Softbank and Softbank Affiliates | ||
Class of Warrant or Right [Line Items] | ||
Number of shares (in shares) | 5,057,306 | |
Warrants, exercise price (in usd per share) | $ 0.02 | |
Warrants Expiring October 20, 2031 | Held by Softbank and Softbank Affiliates | ||
Class of Warrant or Right [Line Items] | ||
Number of shares (in shares) | 39,133,649 | |
Warrants, exercise price (in usd per share) | $ 0.01 | |
Warrants Expiring December 6, 2031 | Held by Softbank and Softbank Affiliates | ||
Class of Warrant or Right [Line Items] | ||
Number of shares (in shares) | 11,923,567 | |
Warrants, exercise price (in usd per share) | $ 0.01 |
Stock-Based Compensation - Gene
Stock-Based Compensation - General Narrative (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 19, 2021 | Mar. 17, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for grant and issuance, maximum (in shares) | 63,452,448 | |||
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for grant and issuance, maximum (in shares) | 72,000,000 | |||
Class A common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for grant and issuance (in shares) | 8,187,698 | 1,491,319 | 39,657,781 | 67,570,890 |
Class A common stock | Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for grant and issuance (in shares) | 7,931,556 | |||
Class B common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for grant and issuance (in shares) | 42,109,086 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 46,000 | $ 49,000 | $ 214,000 | $ 63,000 | |
Non-employee contractors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 0 | (2,000) | 8,000 | ||
Location operating expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 6,000 | 15,000 | 9,000 | ||
Selling, general and administrative expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 43,000 | 95,000 | 42,000 | ||
Restructuring and other related (gains) costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 0 | 104,000 | 12,000 | ||
Service-based restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 37,000 | 29,000 | 8,000 | ||
Service-based vesting stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 8,000 | 13,000 | 28,000 | ||
Stock-based compensation expense capitalized | 0 | 100 | 400 | ||
Service-based vesting stock options | Non-employee contractors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 0 | (2,000) | 2,000 | ||
Expense recovery, forfeited awards | 2,000 | ||||
Service, performance and market-based vesting restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 1,000 | 5,000 | 0 | ||
Expense recovery, fair value adjustments | $ 1,000 | 1,000 | |||
Service, performance and market-based vesting stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 2,000 | 13,000 | 1,000 | ||
WeWork Partnerships Profits Interest Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 0 | 102,000 | 1,000 | ||
2021 Tender Offer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 0 | 48,000 | 0 | ||
2020 Tender Offer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 0 | 0 | 9,000 | ||
2020 Option Repricing | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 1,000 | 1,000 | 1,000 | ||
PacificCo LTEIP exit event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 0 | 0 | 11,000 | ||
Other | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 0 | 3,000 | 4,000 | ||
LatamCo awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 1,000 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expense recovery, forfeited awards | 5,000 | 3,000 | |||
ChinaCo ordinary share subscription rights | Non-employee contractors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 0 | $ 0 | $ 6,000 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and RSUs Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted stock and RSUs | |
Shares | |
Unvested (in shares) | shares | 12,230,623 |
Granted (in shares) | shares | 10,712,311 |
Vested (in shares) | shares | (3,733,105) |
Forfeited/canceled (in shares) | shares | (5,528,070) |
Unvested (in shares) | shares | 13,681,759 |
Weighted Average Grant Date Value | |
Unvested (in usd per share) | $ / shares | $ 7.36 |
Granted (in usd per share) | $ / shares | 6.43 |
Vested (in usd per share) | $ / shares | 5.73 |
Forfeited/canceled (in usd per share) | $ / shares | 8.93 |
Unvested (in usd per share) | $ / shares | $ 6.10 |
RSUs | Minimum | |
Weighted Average Grant Date Value | |
Award vesting period | 3 years |
RSUs | Maximum | |
Weighted Average Grant Date Value | |
Award vesting period | 7 years |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Former members of executive management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Notes receivable | $ 20 | $ 0 | $ 2 | |||
Loan and interest forgiveness | $ 1 | $ 13 | ||||
Settlement of loans and accrued interest | 2 | |||||
Proceeds from repayment of loans and accrued interest | $ 1 | |||||
Interest rate | 2.60% | |||||
Restricted stock and RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of awards vested | $ 5 | $ 14 | $ 2 | |||
Weighted-average period for recognition | 1 year 9 months 18 days | |||||
Unvested award (in shares) | 13,681,759 | 12,230,623 | ||||
Awards granted (in shares) | 10,712,311 | |||||
Restricted stock and RSUs | Employees and non-employee directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense, other awards | $ 54 | |||||
Executive Service and Performance-based grants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unvested award (in shares) | 1,708,716 | |||||
Executive Service and Performance-based grants | Awards Granted In 2021 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unvested award (in shares) | 826,190 | |||||
Awards granted (in shares) | 1,239,285 | |||||
Contractual term | 7 years | |||||
Service, performance and market-based vesting restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense, other awards | $ 1 | |||||
Weighted-average period for recognition | 1 year | |||||
Restricted stock | Former members of executive management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 5 years | |||||
Awards granted (in shares) | 624,631 | 93,886 | ||||
Awards surrendered (in shares) | 53,280 | |||||
Awards surrendered | $ 0 | |||||
Minimum | RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Maximum | RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 7 years |
Stock-Based Compensation - Brea
Stock-Based Compensation - Breakdown of Unvested Balance of RSUs (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted stock and RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested award (in shares) | 13,681,759 | 12,230,623 |
Service-based grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested award (in shares) | 10,632,046 | |
Executive Service and Performance-based grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested award (in shares) | 1,708,716 | |
Executive Service, Performance and Market-based grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested award (in shares) | 1,340,997 |
Stock-Based Compensation - Prof
Stock-Based Compensation - Profits Interest Units and Noncontrolling Partnership Interests in the WeWork Partnership Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Oct. 31, 2019 | Aug. 31, 2019 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 24, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from exercise of warrants | $ 0 | $ 0 | |||||||
Restructuring and other related (gains) costs | $ (200) | $ 434 | $ 207 | ||||||
Employee Termination Benefits | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restructuring and other related (gains) costs | $ 102 | ||||||||
2019 Warrant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from exercise of warrants | $ 1,500 | ||||||||
WeWork Partnerships Profits Interest Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 39,116,872 | 0 | 0 | ||||||
Granted (in usd per share) | $ 63.30 | $ 0 | |||||||
Awards granted, weighted-average per-unit preference amount (in usd per share) | $ 16.87 | $ 0 | |||||||
Vested and expected to vest (in shares) | 42,057 | ||||||||
Vested and expected to vest (in usd per share) | $ 59.65 | ||||||||
Awards forfeited (in shares) | 0 | ||||||||
Vested awards outstanding (in shares) | 42,057 | ||||||||
Unrecognized stock-based compensation expense, other awards | $ 0 | ||||||||
WeWork Partnerships Profits Interest Units | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 35,090,905 | ||||||||
Vested and expected to vest (in shares) | 649,831 | ||||||||
Unvested award (in shares) | 34,441,074 | ||||||||
Vested and expected to vest (in usd per share) | $ 10.38 | $ 23.23 | $ 77.90 | ||||||
Awards vested, per-unit catch-up base amount (in usd per share) | $ 0 | $ 23.23 | 46.43 | ||||||
Awards modified (in shares) | 19,896,032 | ||||||||
Award vesting period | 2 years | ||||||||
Awards forfeited (in shares) | 15,194,872 | ||||||||
Awards vested (in shares) | 12,896,795 | ||||||||
WeWork Partnerships Profits Interest Units | Chief Executive Officer | Share Based Compensation, Award Modification One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vested and expected to vest (in usd per share) | $ 23.23 | 77.90 | |||||||
Awards vested, per-unit catch-up base amount (in usd per share) | $ 23.23 | 46.43 | |||||||
Awards modified (in shares) | 6,349,406 | ||||||||
WeWork Partnerships Profits Interest Units | Chief Executive Officer | Share Based Compensation, Award Modification Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vested and expected to vest (in usd per share) | $ 25.48 | 59.65 | |||||||
Awards vested, per-unit catch-up base amount (in usd per share) | $ 25.48 | $ 46.43 | |||||||
Awards modified (in shares) | 12,896,795 | ||||||||
WeWork Partnerships Profits Interest Units | Former members of executive management | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unvested award (in shares) | 0 | 0 |
Stock-Based Compensation - WeWo
Stock-Based Compensation - WeWork Partnerships Profits Interest Units (Details) - WeWork Partnerships Profits Interest Units - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2019 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Units | ||||
Outstanding | 42,057 | 42,057 | ||
Granted (in shares) | 39,116,872 | 0 | 0 | |
Exchanged/redeemed (in shares) | 0 | |||
Forfeited/canceled (in shares) | 0 | |||
Outstanding | 42,057 | |||
Exercisable (in shares) | 42,057 | |||
Vested and expected to vest (in shares) | 42,057 | |||
Weighted-Average Distribution Threshold | ||||
Outstanding (in usd per share) | $ 59.65 | $ 59.65 | ||
Granted (in usd per share) | $ 63.30 | 0 | ||
Exchanged/redeemed (in usd per share) | 0 | |||
Forfeited/canceled (in usd per share) | 0 | |||
Outstanding (in usd per share) | 59.65 | |||
Exercisable (in usd per share) | 59.65 | |||
Vested and expected to vest (in usd per share) | 59.65 | |||
Weighted-Average Preference Amount | ||||
Outstanding (in usd per share) | $ 13.22 | 13.22 | ||
Awards granted, weighted-average per-unit preference amount (in usd per share) | $ 16.87 | 0 | ||
Exchanged/redeemed (in usd per share) | 0 | |||
Forfeited/canceled (in usd per share) | 0 | |||
Outstanding (in usd per share) | 13.22 | |||
Exercisable (in usd per share) | 13.22 | |||
Vested and expected to vest (in usd per share) | $ 13.22 | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 0 | $ 0 | ||
Granted | 0 | |||
Exchanged/redeemed | 0 | |||
Forfeited/canceled | 0 | |||
Exercisable | 0 | |||
Vested and expected to vest | $ 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) employee $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Black-Scholes Model | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | shares | 1,304,290 | ||
Binomial model | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | shares | 22,399,888 | ||
Service-based vesting stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term | 10 years | ||
Options granted (in shares) | shares | 43,755 | 0 | 23,704,178 |
Granted (in usd per share) | $ / shares | $ 6.06 | ||
Weighted average grant date fair value of options granted (in usd per share) | $ / shares | $ 2.02 | ||
Intrinsic value of options exercised | $ | $ 7 | $ 133 | $ 1 |
Unrecognized stock-based compensation expense, options | $ | $ 5 | ||
Weighted-average period for recognition | 2 years 9 months 18 days | ||
Service, performance and market-based vesting stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term | 10 years | ||
Options granted (in shares) | shares | 0 | ||
Granted (in usd per share) | $ / shares | $ 0 | ||
Unrecognized stock-based compensation expense, options | $ | $ 2 | ||
Weighted-average period for recognition | 1 year | ||
Options modified (in shares) | shares | 13,000,000 | ||
Options modified, number of employees | employee | 38 | ||
Options modified, weighted-average fair value (in usd per share) | $ / shares | $ 3.19 | ||
Options modified, increase in weighted-average fair value (in usd per share) | $ / shares | $ 1.40 | ||
Options, performance based conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value assumptions, suboptimal exercise factor | 2.5 | ||
Fair value assumptions, post-vesting forfeiture rate | 10% | ||
Options, performance and market based conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value assumptions, suboptimal exercise factor | 2.5 | ||
Minimum | Service-based vesting stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Minimum | Service, performance and market-based vesting stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Maximum | Service-based vesting stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
Maximum | Service, performance and market-based vesting stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Expired (in shares) | (108,024) | ||
Weighted-Average Exercise Price | |||
Expired (in usd per share) | $ 8.60 | ||
Service-based vesting stock options | |||
Number of Shares | |||
Outstanding (in shares) | 11,585,025 | ||
Granted (in shares) | 43,755 | 0 | 23,704,178 |
Exercised (in shares) | (1,909,903) | ||
Forfeited/canceled (in shares) | (3,242,350) | ||
Outstanding (in shares) | 6,368,503 | 11,585,025 | |
Exercisable (in shares) | 4,661,547 | ||
Vested and expected to vest (in shares) | 6,350,686 | ||
Vested and exercisable (in shares) | 4,661,547 | ||
Weighted-Average Exercise Price | |||
Outstanding (in usd per share) | $ 7.15 | ||
Granted (in usd per share) | 6.06 | ||
Exercised (in usd per share) | 2.50 | ||
Forfeited/canceled (in usd per share) | 10.99 | ||
Outstanding (in usd per share) | 6.54 | $ 7.15 | |
Exercisable (in usd per share) | 7.74 | ||
Vested and expected to vest (in usd per share) | 6.54 | ||
Vested and exercisable (in usd per share) | $ 7.74 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding | 5 years 10 months 24 days | 6 years 4 months 24 days | |
Exercisable | 5 years 6 months | ||
Vested and expected to vest | 5 years 10 months 24 days | ||
Vested and exercisable | 5 years 6 months | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 49,000 | |
Exercisable | 0 | ||
Vested and expected to vest | 0 | ||
Vested and exercisable | $ 0 | ||
Service, performance and market-based vesting stock options | |||
Number of Shares | |||
Outstanding (in shares) | 7,652,585 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 0 | ||
Forfeited/canceled (in shares) | (2,478,572) | ||
Outstanding (in shares) | 5,174,013 | 7,652,585 | |
Exercisable (in shares) | 0 | ||
Vested and expected to vest (in shares) | 0 | ||
Vested and exercisable (in shares) | 0 | ||
Weighted-Average Exercise Price | |||
Outstanding (in usd per share) | $ 2.54 | ||
Granted (in usd per share) | 0 | ||
Exercised (in usd per share) | 0 | ||
Forfeited/canceled (in usd per share) | 2.54 | ||
Outstanding (in usd per share) | 2.54 | $ 2.54 | |
Vested and expected to vest (in usd per share) | 0 | ||
Vested and exercisable (in usd per share) | $ 0 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding | 7 years 3 months 18 days | 8 years 4 months 24 days | |
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | ||
Exercisable | 0 | ||
Vested and expected to vest | 0 | ||
Vested and exercisable | $ 0 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (in usd per share) | $ 23.23 | |
Service-based vesting stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected term (years) | 4 years 2 months 23 days | 6 years 2 months 19 days |
Weighted average expected volatility | 50% | 51% |
Risk-free interest rate | 1.52% | |
Risk-free interest rate, minimum | 0.30% | |
Risk-free interest rate, maximum | 1.02% | |
Dividend yield | 0% | 0% |
Service-based vesting stock options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (in usd per share) | $ 6.26 | $ 2.51 |
Service-based vesting stock options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (in usd per share) | $ 2.54 |
Stock-Based Compensation - 2020
Stock-Based Compensation - 2020 Option Repricing Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 USD ($) | Jun. 30, 2020 grantee $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2020 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price (in usd per share) | $ / shares | $ 2.55 | $ 4.85 | ||||
Option repricing, number of grantees | grantee | 5,690 | |||||
Options repricing, options exchanged (in shares) | shares | 30,343,908 | |||||
Options repricing, options exchanged, exercise price (in usd per share) | $ / shares | $ 4.85 | |||||
Options repricing, options issued (in shares) | shares | 30,343,908 | |||||
Options repricing, options issued, exercise price (in usd per share) | $ / shares | $ 2.55 | |||||
Stock-based compensation expense (recovery) | $ | $ 46,000 | $ 49,000 | $ 214,000 | $ 63,000 | ||
2020 Option Repricing | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense (recovery) | $ | 1,000 | $ 1,000 | $ 1,000 | |||
Unrecognized stock-based compensation expense, other awards | $ | $ 1,000 |
Stock-Based Compensation - Tend
Stock-Based Compensation - Tender Offers Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2021 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) $ / shares | Nov. 30, 2019 USD ($) $ / shares | Mar. 31, 2021 USD ($) grantee $ / shares shares | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) grantee shares | Mar. 31, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Gross proceeds | $ 3,000,000 | ||||||||
Stock acquired (in shares) | shares | 4,200,000 | ||||||||
Share price (in usd per share) | $ / shares | $ 23.23 | ||||||||
Stock-based compensation expense (recovery) | $ 46,000 | $ 49,000 | $ 214,000 | $ 63,000 | |||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | ||||||||
Tender Offer liability, current | $ 133,000 | ||||||||
Reclassification to additional paid in capital, termination of Tender Offer | $ 133,000 | ||||||||
Tender offer | $ 922,000 | ||||||||
Tender offer, share price (in usd per share) | $ / shares | $ 23.23 | $ 23.23 | |||||||
Stock acquired, share price (in usd per share) | $ / shares | $ 23.23 | ||||||||
Reduction to additional paid in capital, share repurchase | $ 46,000 | ||||||||
Stock repurchase liability, current | $ 93,000 | $ 93,000 | |||||||
Tender Offer awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense (recovery) | 0 | 8,000 | |||||||
Reduction of additional paid in capital, cost recognition | 0 | 0 | $ 1,000 | ||||||
RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards modified (in shares) | shares | 490,837 | 393,064 | |||||||
Awards modified, number of grantees | grantee | 1,774 | 659 | |||||||
Incremental compensation cost | $ 2,000 | $ 1,000 | |||||||
2020 Tender Offer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense (recovery) | $ 0 | $ 0 | $ 9,000 |
Stock-Based Compensation - Japa
Stock-Based Compensation - JapanCo, LatamCo, ChinaCo and PacificCo Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 02, 2020 shares | Apr. 30, 2021 USD ($) | Apr. 30, 2020 USD ($) | Apr. 30, 2017 $ / shares shares | Mar. 31, 2020 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Aug. 30, 2022 € / shares shares | Sep. 30, 2020 shares | Dec. 31, 2019 shares | Nov. 30, 2019 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense (recovery) | $ | $ 46,000 | $ 49,000 | $ 214,000 | $ 63,000 | ||||||||
Class B common stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock, par value (in usd per share) | € / shares | € 0.00001 | |||||||||||
ChinaCo awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Awards granted (in shares) | 10,000,000 | |||||||||||
Award vesting period | 5 years | |||||||||||
Granted (in usd per share) | $ / shares | $ 3.51 | |||||||||||
Awards vested (in shares) | 2,000,000 | |||||||||||
Stock issued for services (in shares) | 2,000,000 | |||||||||||
Awards cancelled (in shares) | 6,000,000 | |||||||||||
Stock-based compensation expense (recovery) | $ | $ 6,000 | |||||||||||
PacificCo awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unvested award (in shares) | 2,843,225 | |||||||||||
Awards forfeited (in shares) | 78,275 | |||||||||||
Awards settled in cash, payments | $ | $ 1,000 | |||||||||||
JapanCo awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Awards granted (in shares) | 798,512,000,000 | 767,232,000,000 | 1,762,919,000,000 | |||||||||
Award vesting period | 5 years | |||||||||||
Granted (in usd per share) | $ / shares | $ 1.48 | $ 1.48 | ||||||||||
Stock-based compensation expense (recovery) | $ | $ 0 | $ 0 | ||||||||||
Unvested award (in shares) | 2,508,372 | |||||||||||
Number of shares that may be granted (in shares) | 4,210,568 | |||||||||||
Membership interest per award | 0.000001 | |||||||||||
Awards granted, weighted-average exercise price (in usd per share) | $ / shares | $ 3.24 | $ 3.24 | ||||||||||
Fair value assumptions, suboptimal exercise factor | 2.5 | |||||||||||
Fair value assumptions, post-vesting forfeiture rate | 10% | |||||||||||
Unrecognized stock-based compensation expense, other awards | $ | $ 4,000 | |||||||||||
LatamCo awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense (recovery) | $ | $ 1,000 | |||||||||||
Number of shares that may be granted (in shares) | 618,487 | |||||||||||
Fair value assumptions, suboptimal exercise factor | 2.5 | |||||||||||
Fair value assumptions, post-vesting forfeiture rate | 5% | |||||||||||
Options granted (in shares) | 472,565 | |||||||||||
Granted, weighted average exercise price (in usd per share) | $ / shares | $ 18 | |||||||||||
Weighted average grant date fair value of options granted (in usd per share) | $ / shares | $ 4.04 | |||||||||||
Outstanding awards (in shares) | 450,065 | 0 | ||||||||||
Unrecognized stock-based compensation expense, options | $ | $ 1,000 | |||||||||||
Weighted-average period for recognition | 2 years 9 months 18 days |
Stock-Based Compensation - Lata
Stock-Based Compensation - LatamCo Options Activity (Details) - LatamCo awards | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Shares | |
Outstanding (in shares) | shares | 0 |
Granted (in shares) | shares | 472,565 |
Exercised (in shares) | shares | 0 |
Forfeited/canceled (in shares) | shares | (22,500) |
Outstanding (in shares) | shares | 450,065 |
Exercisable (in shares) | shares | 119,974 |
Vested and expected to vest (in shares) | shares | 450,065 |
Vested and exercisable (in shares) | shares | 119,974 |
Weighted-Average Exercise Price | |
Outstanding (in usd per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 18 |
Exercised (in usd per share) | $ / shares | 0 |
Forfeited/canceled (in usd per share) | $ / shares | 18 |
Outstanding (in usd per share) | $ / shares | 18 |
Exercisable (in usd per share) | $ / shares | 18 |
Vested and expected to vest (in usd per share) | $ / shares | 18 |
Vested and exercisable (in usd per share) | $ / shares | $ 18 |
Weighted Average Remaining Contractual Life | |
Outstanding | 9 years 8 months 12 days |
Exercisable | 9 years 8 months 12 days |
Vested and expected to vest | 9 years 8 months 12 days |
Vested and exercisable | 9 years 8 months 12 days |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | 12 Months Ended | ||||||
Dec. 31, 2022 vote shares | Dec. 31, 2021 shares | Dec. 31, 2022 entity | Feb. 26, 2021 vote | Feb. 25, 2021 vote | Oct. 30, 2019 entity | Oct. 29, 2019 entity | |
Class of Stock [Line Items] | |||||||
Common stock, number of votes per share | entity | 10 | ||||||
Warrants included in weighted-average common shares outstanding calculation | shares | 55,995,276 | 9,534,516 | |||||
Class C common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, number of votes per share | 1 | 1 | 1 | 3 | 3 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Computations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss attributed to WeWork Inc. | $ (2,034,000) | $ (4,439,000) | $ (3,129,000) |
Less: Fair value of contingently issuable shares related to warrants issued to principal shareholder as an inducement | 0 | (406,000) | 0 |
Net loss attributable to Class A and Class B Common Stockholders, basic | (2,034,000) | (4,845,000) | (3,129,000) |
Net loss attributable to Class A and Class B Common Stockholders, diluted | $ (2,034,000) | $ (4,845,000) | $ (3,129,000) |
Denominator: | |||
Weighted-average shares - Basic (in shares) | 761,845,605 | 263,584,930 | 140,680,131 |
Weighted-average shares - Diluted (in shares) | 761,845,605 | 263,584,930 | 140,680,131 |
Net loss per share attributable to Class A and Class B Common Stockholders: | |||
Basic (in usd per share) | $ (2.67) | $ (18.38) | $ (22.24) |
Diluted (in usd per share) | $ (2.67) | $ (18.38) | $ (22.24) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 23,877,777 | 23,877,787 | 112,580,862 |
Partnership Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 19,896,032 | 19,896,032 | 0 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 13,681,759 | 12,230,623 | 2,329,145 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 11,542,516 | 19,237,610 | 41,012,401 |
Contingent shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 431,299 | 0 | 0 |
WeWork Partnerships Profits Interest Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 42,057 | 42,057 | 20,794,324 |
Convertible Preferred Stock Series A, B, C, D-1, D-2, E, F, G, G-1, H-1, H-3 and Acquisition | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 0 | 0 | 304,790,585 |
Convertible Preferred Stock Series Junior | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 0 | 0 | 1,239 |
Convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares (in shares) | 0 | 0 | 648,809 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Feb. 11, 2024 | Dec. 01, 2023 | May 10, 2022 | Dec. 27, 2019 | Feb. 28, 2023 | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | May 31, 2021 | Feb. 28, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 28, 2023 | Feb. 10, 2023 | Dec. 20, 2022 | Nov. 30, 2022 | May 31, 2022 | Nov. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Oct. 31, 2019 | May 31, 2019 | Apr. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2015 | |
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Write off of debt issuance costs | $ 58,000,000 | ||||||||||||||||||||||||||
Interest expense | 516,000,000 | $ 455,000,000 | $ 331,000,000 | ||||||||||||||||||||||||
Related party warrant liability | $ 284,000,000 | ||||||||||||||||||||||||||
Debt issuance costs | $ 54,000,000 | ||||||||||||||||||||||||||
Amortization of debt issuance costs | 259,000,000 | 210,000,000 | 172,000,000 | ||||||||||||||||||||||||
Construction purchase commitments | $ 59,000,000 | 60,000,000 | 59,000,000 | ||||||||||||||||||||||||
Asset retirement obligations | 220,000,000 | 230,000,000 | 220,000,000 | 206,000,000 | |||||||||||||||||||||||
Affiliated Entity | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Write off of debt issuance costs | 5,000,000 | ||||||||||||||||||||||||||
Debt issuance costs | 8,000,000 | 23,000,000 | 8,000,000 | ||||||||||||||||||||||||
Letter of Credit | Affiliated Entity | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | $ 1,750,000,000 | ||||||||||||||||||||||||||
Debt issuance costs | $ 284,000,000 | ||||||||||||||||||||||||||
Line of Credit | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Outstanding principal balance | 0 | 350,000,000 | 0 | ||||||||||||||||||||||||
Debt issuance costs, net | 0 | $ 7,000,000 | 0 | ||||||||||||||||||||||||
Interest rate | 9.593% | ||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 144,000,000 | 101,000,000 | 90,000,000 | ||||||||||||||||||||||||
Senior Notes | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Outstanding principal balance | 669,000,000 | 669,000,000 | 669,000,000 | ||||||||||||||||||||||||
Debt issuance costs, net | 9,000,000 | $ 7,000,000 | 9,000,000 | ||||||||||||||||||||||||
Interest rate | 7.875% | ||||||||||||||||||||||||||
Repayment of debt | 33,000,000 | ||||||||||||||||||||||||||
Debt issuance costs | $ 17,000,000 | ||||||||||||||||||||||||||
Senior Notes | Affiliated Entity | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Interest rate | 11% | 7.50% | 7.50% | ||||||||||||||||||||||||
Senior Notes | Subsequent Event | Affiliated Entity | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Remaining availability | $ 250,000,000 | ||||||||||||||||||||||||||
Senior unsecured notes | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Outstanding principal balance | $ 2,200,000,000 | ||||||||||||||||||||||||||
Amortization of debt issuance costs | 106,000,000 | 106,000,000 | 80,000,000 | ||||||||||||||||||||||||
Senior unsecured notes | Affiliated Entity | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Outstanding principal balance | 2,200,000,000 | $ 2,200,000,000 | 2,200,000,000 | ||||||||||||||||||||||||
Interest rate | 5% | 5% | |||||||||||||||||||||||||
Implied interest rate | 11.69% | ||||||||||||||||||||||||||
Debt issuance costs | $ 569,000,000 | ||||||||||||||||||||||||||
2019 Credit Facility | Line of Credit | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | $ 650,000,000 | ||||||||||||||||||||||||||
Write off of debt issuance costs | $ 5,000,000 | ||||||||||||||||||||||||||
2019 Credit Facility | Line of Credit | Lease Agreements | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Letters of credit outstanding | 8,000,000 | $ 3,000,000 | 8,000,000 | ||||||||||||||||||||||||
Restricted cash | $ 11,000,000 | 3,000,000 | 11,000,000 | ||||||||||||||||||||||||
2019 Credit Facility | Line of Credit | Letter of Credit | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | $ 200,000,000 | $ 500,000,000 | |||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | $ 1,750,000,000 | $ 1,100,000,000 | |||||||||||||||||||||||||
Letters of credit outstanding | $ 1,100,000,000 | ||||||||||||||||||||||||||
Reimbursement obligation, percent of principal amount | 2% | ||||||||||||||||||||||||||
Implied interest rate | 12.47% | ||||||||||||||||||||||||||
Fronting fee percentage | 0.125% | ||||||||||||||||||||||||||
Fronting fee percentage, excess | 0.415% | ||||||||||||||||||||||||||
Outstanding letters of credit fee percentage | 5.475% | 2.875% | |||||||||||||||||||||||||
Issuance fees payable on outstanding amounts percentage | 2.60% | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Forecast | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Issuance fees payable on outstanding amounts percentage | 7.045% | 6.50% | |||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Subsequent Event | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Letters of credit outstanding | $ 0 | ||||||||||||||||||||||||||
Restricted cash | 136,000,000 | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Minimum | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Reimbursement obligation, base percentage | 6% | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Maximum | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Reimbursement obligation, base percentage | 6.75% | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Letter of Credit | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Remaining availability | $ 21,000,000 | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Letter of Credit | Subsequent Event | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | 1,100,000,000 | ||||||||||||||||||||||||||
Contingent obligations required to be cash collateralized | $ 100,000,000 | ||||||||||||||||||||||||||
Contingent obligations required to be cash collateralized, percentage | 105% | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Letters Of Credit Securing 2019 LC Facility | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Letters of credit outstanding | $ 6,000,000 | 6,000,000 | 6,000,000 | ||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Senior Letter of Credit Tranche | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | $ 1,250,000,000 | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Senior Letter of Credit Tranche | Subsequent Event | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | $ 960,000,000 | $ 1,050,000,000 | |||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Junior Letter of Credit Tranche | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | $ 350,000,000 | 350,000,000 | |||||||||||||||||||||||||
Minimum return to participants, applicable margin rate | 6.50% | ||||||||||||||||||||||||||
Minimum return to participants, percent of principal | 2% | ||||||||||||||||||||||||||
Interest expense | $ 20,000,000 | 0 | |||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Junior Letter of Credit Tranche | Subsequent Event | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | 470,000,000 | ||||||||||||||||||||||||||
Increase in maximum borrowing capacity | $ 120,000,000 | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Junior Letter of Credit Tranche | SOFR rate | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Floor interest rate | 0.75% | ||||||||||||||||||||||||||
Basis spread on variable interest rate | 6.50% | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Junior Letter of Credit Tranche | SOFR rate | Subsequent Event | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable interest rate | 9.90% | ||||||||||||||||||||||||||
2020 Credit Facility | Line of Credit | Junior Letter of Credit Tranche | Alternate Base Rate | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable interest rate | 5.50% | ||||||||||||||||||||||||||
2020 Credit Facility | Letter of Credit | Debt Scenario One | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Additional principal amount | $ 1,250,000,000 | ||||||||||||||||||||||||||
2020 Credit Facility | Letter of Credit | Debt Scenario Two | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Additional principal amount | $ 1,050,000,000 | ||||||||||||||||||||||||||
2020 Credit Facility, A&R NPA | Line of Credit | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | $ 500,000,000 | ||||||||||||||||||||||||||
Senior Letter of Credit Tranche | Line of Credit | Subsequent Event | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Availability | $ 960,000,000 | $ 930,000,000 | |||||||||||||||||||||||||
Company/SBG Reimbursement Agreement | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Interest expense | $ 63,000,000 | 82,000,000 | $ 70,000,000 | ||||||||||||||||||||||||
LC Debt Facility | |||||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||||
Debt issuance costs, net | 500,000 | ||||||||||||||||||||||||||
Loan payable | $ 350,000,000 | ||||||||||||||||||||||||||
Issuance fee percentage | 5.475% | ||||||||||||||||||||||||||
Fronting fee percentage | 0.125% | ||||||||||||||||||||||||||
Repayment of debt | $ 350,000,000 | $ 350,000,000 | |||||||||||||||||||||||||
Debt issuance costs | $ 500,000 | 500,000 | $ 500,000 | ||||||||||||||||||||||||
Amortization of debt issuance costs | $ 300,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 220 | $ 206 |
Liabilities incurred in the current period | 20 | 10 |
Liabilities settled in the current period | (10) | (19) |
Accretion of liability | 16 | 17 |
Revisions in estimated cash flows | 0 | 20 |
Effect of foreign currency exchange rate changes | (16) | (14) |
Balance at end of period | 230 | 220 |
Less: Current portion of asset retirement obligations | (2) | (1) |
Total non-current portion of asset retirement obligations | $ 228 | $ 219 |
Other Related Party Transacti_3
Other Related Party Transactions - Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2019 |
Current assets: | |||
Accounts receivable and accrued revenue | $ 3 | $ 0 | |
Prepaid expenses | 1 | 1 | |
Other current assets | 0 | 2 | |
Total current assets | 4 | 3 | |
Other assets | 384 | 596 | |
Total assets | 388 | 599 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 86 | 94 | |
Deferred revenue | 2 | 5 | |
Current lease obligations | 13 | 18 | |
Other current liabilities | 2 | 0 | |
Total current liabilities | 103 | 117 | |
Long-term lease obligations | 286 | 525 | |
5.00% Senior Notes | 1,650 | ||
Other liabilities | 32 | 0 | |
Total liabilities | $ 2,071 | $ 2,292 | |
Senior unsecured notes | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Interest rate | 5% | 5% |
Other Related Party Transacti_4
Other Related Party Transactions - Income Statement (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Revenue | $ 61 | $ 143 | $ 170 |
Expenses: | |||
Total expenses | 59 | 85 | 81 |
Interest expense | 390 | 387 | 247 |
Gain (loss) from change in fair value of warrant liabilities | $ 0 | $ (345) | $ 820 |
Other Related Party Transacti_5
Other Related Party Transactions - Sound Ventures (Details) $ in Millions | 1 Months Ended |
Jun. 30, 2021 USD ($) | |
Sound Ventures II, LLC | |
Related Party Transaction [Line Items] | |
Ownership percentage sold | 5.70% |
Capital committed | $ 8 |
Purchase price | 6 |
Capital commitments assumed by buyer | $ 2 |
Creator Fund | |
Related Party Transaction [Line Items] | |
Percent of profits on sale of underlying portfolio investments above threshold | 20% |
Underlying portfolio investments threshold | $ 102 |
Other Related Party Transacti_6
Other Related Party Transactions - International Joint Ventures and Strategic Partnerships (Details) $ in Millions, ₨ in Billions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 USD ($) | Apr. 02, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 INR (₨) shares | |
Related Party Transaction [Line Items] | ||||||
Revenue | $ 61 | $ 143 | $ 170 | |||
IndiaCo | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 27.50% | 27.50% | ||||
Guaranty, shares pledged (in shares) | shares | 8,467,347 | 8,467,347 | ||||
Guaranty, shares pledged, percentage | 14.70% | 14.70% | ||||
Guaranty, shares pledged, value | $ 66.5 | ₨ 5.5 | ||||
Guarantees | $ 0.4 | |||||
IndiaCo | 2020 Debentures | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion of notes receivable to investment (in shares) | shares | 12,397,510 | |||||
IndiaCo | Other Convertible Debentures | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion of notes receivable to investment (in shares) | shares | 3,375,000 | |||||
IndiaCo | ||||||
Related Party Transaction [Line Items] | ||||||
Management fee income | $ 7 | 6 | 2 | |||
Affiliated Entity | ChinaCo | ||||||
Related Party Transaction [Line Items] | ||||||
Lease guaranty fee | $ 0.1 | |||||
Transition services fees | $ 2 | |||||
Transition services reimbursement | $ 0.6 | |||||
Annual management fee percent | 4% | |||||
Information technology services | $ 1 | |||||
Guarantees | $ 4 | |||||
Revenue | $ 0 | $ 2 | $ 3 |
Other Related Party Transacti_7
Other Related Party Transactions - Creator Fund (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Transaction with principal shareholder | $ 9 | $ 530 | $ 21 | |
Affiliated Entity | Creator Fund | ||||
Related Party Transaction [Line Items] | ||||
Transaction with principal shareholder | $ 22 |
Other Related Party Transacti_8
Other Related Party Transactions - VistaJet (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Affiliated Entity | VistaJet | |
Related Party Transaction [Line Items] | |
Cancellation of debt | $ 2 |
Other Related Party Transacti_9
Other Related Party Transactions - Non-Compete Agreement (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Total expenses | $ 59 | $ 85 | $ 81 | |
Chief Executive Officer | Non-compete agreement | ||||
Related Party Transaction [Line Items] | ||||
Total expenses | $ 185 | |||
Expense paid inititally | 50% | |||
Expense paid in twelve equal monthly installments | 50% | |||
Chief Executive Officer | Reimbursement of legal expenses | ||||
Related Party Transaction [Line Items] | ||||
Total expenses | $ 2 | |||
Liability to related party | $ 2 |
Other Related Party Transact_10
Other Related Party Transactions - Tender Offer and Settlement Agreement (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Apr. 15, 2021 USD ($) $ / shares | Feb. 26, 2021 vote | Feb. 25, 2021 USD ($) vote $ / shares shares | Feb. 28, 2021 shares | Nov. 30, 2019 USD ($) $ / shares | Mar. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | Dec. 31, 2022 $ / shares | Dec. 31, 2022 vote | Dec. 31, 2022 entity | Oct. 21, 2021 $ / shares | Oct. 30, 2019 entity | Oct. 29, 2019 entity | |
Related Party Transaction [Line Items] | ||||||||||||||||
Gross proceeds | $ 3,000 | |||||||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||||||
Common stock, number of votes per share | entity | 10 | |||||||||||||||
Restructuring and other related (gains) costs | $ (200) | $ 434 | $ 207 | |||||||||||||
Percent of combined voting power | 49.90% | |||||||||||||||
Class C common stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock, number of votes per share | 1 | 3 | 1 | 1 | 3 | |||||||||||
WeWork Partnerships Profits Interest Units | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Catch up base amount | $ 0 | |||||||||||||||
Distribution threshold (in usd per share) | $ / shares | $ 10 | $ 59.65 | $ 59.65 | |||||||||||||
SBG | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments for settlement | $ 106 | |||||||||||||||
Mr. Neumann | WeWork Partnerships Profits Interest Units | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Awards converted to common stock (in shares) | shares | 19,896,032 | |||||||||||||||
Subsidiary sale of stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Restructuring and other related (gains) costs | $ 428 | |||||||||||||||
Share based compensation, award modification | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Restructuring and other related (gains) costs | $ 102 | |||||||||||||||
Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Gross proceeds | $ 922 | |||||||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||||||
Stock issuance costs | $ 48 | $ 15 | ||||||||||||||
Affiliated Entity | We Holdings, LLC | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Gross proceeds | $ 578 | |||||||||||||||
Stock sold, stock price (in usd per share) | $ / shares | $ 23.23 | |||||||||||||||
Stock sold (in shares) | shares | 24,901,342 | |||||||||||||||
Chief Executive Officer | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Settlement agreement, cease of beneficial share ownership threshold (at least) | shares | 15,720,950 | |||||||||||||||
Distribution threshold (in usd per share) | $ / shares | $ 10.38 |
Other Related Party Transact_11
Other Related Party Transactions - Real Estate Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Lease cost expense | $ 2,508,000 | $ 2,801,000 | $ 3,058,000 | ||
Interest expense, finance lease | 4,000 | 4,000 | 5,000 | ||
Future minimum lease cost, finance lease | $ 55,000 | 55,000 | |||
Future minimum lease cost, operating lease | 27,435,000 | 27,435,000 | |||
Chief Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Lease termination, release of unpaid tenant improvement allowances held in escrow | $ 600 | ||||
Lease cost expense | 1,000 | 8,000 | 11,000 | ||
Contractual obligation | 1,000 | 8,000 | 11,000 | ||
Tenant incentives received | 0 | 0 | 4,000 | ||
Interest expense, finance lease | 1,000 | 2,000 | 2,000 | ||
Finance lease, contractual obligation | 2,000 | 2,000 | 2,000 | ||
Finance lease, tenant incentives received | 0 | 0 | 1,000 | ||
Future minimum lease cost, finance lease | 11,000 | 11,000 | |||
Tenant lease receivable | 0 | 0 | |||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Lease cost expense | 53,000 | 56,000 | 44,000 | ||
Contractual obligation | 40,000 | 54,000 | 33,000 | ||
Tenant incentives received | 9,000 | $ 4,000 | $ 13,000 | ||
Future minimum lease cost, operating lease | 591,000 | 591,000 | |||
Tenant lease receivable | $ 27,000 | $ 27,000 |
Other Related Party Transact_12
Other Related Party Transactions - Membership and Service Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Revenue | $ 61,000 | $ 143,000 | $ 170,000 | |||
Total expenses | 59,000 | 85,000 | 81,000 | |||
LatamCo | ||||||
Related Party Transaction [Line Items] | ||||||
Joint venture, reimbursement payable waived | $ 7,000 | |||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Fee reimbursement liability, maximum | $ 50,000 | |||||
Fee reimbursement liability | 8,000 | 15,000 | ||||
Affiliated Entity | SBG | Membership and Service Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | $ 3,000 | 45,000 | 119,000 | 142,000 | ||
Total expenses | 5,000 | 21,000 | 20,000 | |||
Other Affiliates | Membership and Service Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | 9,000 | 14,000 | 23,000 | |||
Total expenses | $ 0 | $ 0 | $ 6,000 |
Segment Disclosures and Conce_3
Segment Disclosures and Concentration - Revenues and Property and Equipment by Country (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | ||
Segment Reporting [Abstract] | ||||
Number of operating segments | segment | 1 | |||
Segment Reporting Information [Line Items] | ||||
Total revenue | [1] | $ 3,245 | $ 2,570 | $ 3,416 |
Total property and equipment | 6,829 | 7,425 | ||
United States | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,428 | 1,149 | 1,685 | |
Total property and equipment | 3,607 | 4,036 | ||
United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 493 | 347 | 421 | |
Total property and equipment | 802 | 877 | ||
Japan | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 199 | 212 | 251 | |
Total property and equipment | 408 | 487 | ||
Other foreign countries | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,125 | 862 | 1,059 | |
Total property and equipment | $ 2,012 | $ 2,025 | ||
Greater China | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 206 | |||
[1]See Note 27 for disclosure of related party amounts. |
Segment Disclosures and Conce_4
Segment Disclosures and Concentration - Concentrations (Details) - Geographic concentration risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | United States | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 44% | 45% | 49% |
Revenues | United Kingdom | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15% | 14% | 12% |
Revenues | London | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 87% | ||
Property and equipment | London | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 89% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | |||||||||||||||
Mar. 28, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | Nov. 30, 2022 | May 10, 2022 | Dec. 31, 2021 | Apr. 15, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Jul. 10, 2020 | Dec. 27, 2019 | Nov. 30, 2019 | Oct. 31, 2019 | Apr. 30, 2018 | |
Subsequent Event [Line Items] | ||||||||||||||||
Stock sold, stock price (in usd per share) | $ 23.23 | |||||||||||||||
Affiliated Entity | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock sold, stock price (in usd per share) | $ 23.23 | |||||||||||||||
Senior Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 702,000,000 | |||||||||||||||
Interest rate | 7.875% | |||||||||||||||
Senior Notes | Affiliated Entity | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 500,000,000 | $ 550,000,000 | $ 550,000,000 | |||||||||||||
Interest rate | 11% | 7.50% | 7.50% | |||||||||||||
Line of Credit | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 9.593% | |||||||||||||||
Line of Credit | 2020 Credit Facility | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Availability | $ 1,100,000,000 | $ 1,750,000,000 | ||||||||||||||
Line of Credit | Junior Letter of Credit Tranche | 2020 Credit Facility | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Availability | $ 350,000,000 | $ 350,000,000 | ||||||||||||||
Senior unsecured notes | Affiliated Entity | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 2,200,000,000 | $ 2,200,000,000 | ||||||||||||||
Interest rate | 5% | 5% | ||||||||||||||
Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | $ 975,000,000 | |||||||||||||||
Subsequent Event | Private Placement | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock sold (in shares) | 35 | |||||||||||||||
Stock sold, stock price (in usd per share) | $ 1.15 | |||||||||||||||
Subsequent Event | Ad Hoc | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | $ 500,000,000 | |||||||||||||||
Subsequent Event | SVF II Warrant | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | 300,000,000 | |||||||||||||||
Subsequent Event | Third Party | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | 175,000,000 | |||||||||||||||
Subsequent Event | Senior Notes | New First Lien Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Backstop fee | $ 25,000,000 | |||||||||||||||
Subsequent Event | Senior Notes | Second Lien Senior Secured PIK Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 11% | |||||||||||||||
Subsequent Event | Senior Notes | Second Lien Senior Secured PIK Notes | Cash | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 5% | |||||||||||||||
Subsequent Event | Senior Notes | Second Lien Senior Secured PIK Notes | PIK | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 6% | |||||||||||||||
Subsequent Event | Senior Notes | Third Lien Senior Secured PIK Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 12% | |||||||||||||||
Subsequent Event | Senior Notes | First Lien Senior Secured PIK Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 15% | |||||||||||||||
Subsequent Event | Senior Notes | First Lien Senior Secured PIK Notes | Cash | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 7% | |||||||||||||||
Subsequent Event | Senior Notes | First Lien Senior Secured PIK Notes | PIK | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 8% | |||||||||||||||
Subsequent Event | Senior Notes | Second Lien Senior Secured PIK Exchangeable Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 11% | |||||||||||||||
Subsequent Event | Senior Notes | Second Lien Senior Secured PIK Exchangeable Notes | Cash | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 5% | |||||||||||||||
Subsequent Event | Senior Notes | Second Lien Senior Secured PIK Exchangeable Notes | PIK | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 6% | |||||||||||||||
Subsequent Event | Senior Notes | Third Lien Senior Secured PIK Exchangeable Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Interest rate | 12% | |||||||||||||||
Subsequent Event | Senior Notes | SoftBank Delayed Draw Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt fee percentage of principal in excess of threshold | 12.50% | |||||||||||||||
Debt fee, principal threshold | $ 50,000,000 | |||||||||||||||
Debt fee for principal in excess of | 250,000,000 | |||||||||||||||
Debt issuance priority one | 250,000,000 | |||||||||||||||
Debt issuance priority three | $ 50,000,000 | |||||||||||||||
Subsequent Event | Senior Notes | Third Party Delayed Draw Notes | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt fee percentage of principal in excess of threshold | 12.50% | |||||||||||||||
Debt fee, principal threshold | $ 50,000,000 | |||||||||||||||
Debt fee for principal in excess of | 125,000,000 | |||||||||||||||
Debt issuance priority two | 125,000,000 | |||||||||||||||
Debt issuance priority three | 50,000,000 | |||||||||||||||
Subsequent Event | Senior Notes | Affiliated Entity | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 250,000,000 | |||||||||||||||
Debt rolled over | 300,000,000 | |||||||||||||||
Remaining availability | 250,000,000 | |||||||||||||||
Subsequent Event | Senior Notes | Affiliated Entity | Debt Instrument Issuance Period One | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Remaining availability | 50,000,000 | |||||||||||||||
Subsequent Event | Senior Notes | Affiliated Entity | Debt Instrument Issuance Period Two | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Remaining availability | 75,000,000 | |||||||||||||||
Subsequent Event | Senior Notes | Affiliated Entity | Debt Instrument Issuance Period Three | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Remaining availability | 75,000,000 | |||||||||||||||
Subsequent Event | Senior Notes | Affiliated Entity | Debt Instrument Issuance Period Four | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Remaining availability | $ 50,000,000 | |||||||||||||||
Subsequent Event | Line of Credit | Junior Letter of Credit Tranche | 2020 Credit Facility | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Availability | $ 470,000,000 |
Uncategorized Items - we-202212
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |