FALSE2022FY0001813756http://fasb.org/us-gaap/2022#AccountingStandardsUpdate201613MemberP3Y1P3Yhttp://fasb.org/us-gaap/2022#SellingGeneralAndAdministrativeExpensehttp://fasb.org/us-gaap/2022#SellingGeneralAndAdministrativeExpensehttp://wework.com/20221231#IncomeLossFromEquityMethodAndOtherInvestmentshttp://wework.com/20221231#IncomeLossFromEquityMethodAndOtherInvestments50http://fasb.org/us-gaap/2022#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://fasb.org/us-gaap/2022#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://wework.com/20221231#OperatingAndFinanceLeaseLiabilityCurrenthttp://wework.com/20221231#OperatingAndFinanceLeaseLiabilityCurrenthttp://wework.com/20221231#OperatingAndFinanceLeaseLiabilityCurrenthttp://wework.com/20221231#OperatingAndFinanceLeaseLiabilityCurrenthttp://wework.com/20221231#OperatingAndFinanceLeaseLiabilityNoncurrenthttp://wework.com/20221231#OperatingAndFinanceLeaseLiabilityNoncurrenthttp://wework.com/20221231#OperatingAndFinanceLeaseLiabilityNoncurrenthttp://wework.com/20221231#OperatingAndFinanceLeaseLiabilityNoncurrentP3YP3YP3Y00018137562022-01-012022-12-310001813756us-gaap:CommonClassAMember2022-01-012022-12-310001813756us-gaap:WarrantMember2022-01-012022-12-3100018137562022-06-30iso4217:USD0001813756us-gaap:CommonClassAMember2023-03-20xbrli:shares0001813756us-gaap:CommonClassCMember2023-03-2000018137562022-12-3100018137562021-12-310001813756us-gaap:UnsecuredDebtMembersrt:AffiliatedEntityMember2022-12-31xbrli:pureiso4217:USDxbrli:shares0001813756us-gaap:CommonClassAMember2022-12-310001813756us-gaap:CommonClassAMember2021-12-310001813756us-gaap:CommonClassCMember2021-12-310001813756us-gaap:CommonClassCMember2022-12-3100018137562021-01-012021-12-3100018137562020-01-012020-12-310001813756us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassCMember2021-12-310001813756us-gaap:TreasuryStockCommonMember2021-12-310001813756us-gaap:AdditionalPaidInCapitalMember2021-12-310001813756us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001813756us-gaap:RetainedEarningsMember2021-12-310001813756us-gaap:NoncontrollingInterestMember2021-12-310001813756us-gaap:NoncontrollingInterestMember2022-01-012022-12-310001813756us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001813756us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-01-012022-12-310001813756us-gaap:RetainedEarningsMember2022-01-012022-12-310001813756us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310001813756us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassCMember2022-12-310001813756us-gaap:TreasuryStockCommonMember2022-12-310001813756us-gaap:AdditionalPaidInCapitalMember2022-12-310001813756us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001813756us-gaap:RetainedEarningsMember2022-12-310001813756us-gaap:NoncontrollingInterestMember2022-12-3100018137562020-12-310001813756us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassCMember2020-12-310001813756us-gaap:TreasuryStockCommonMember2020-12-310001813756us-gaap:AdditionalPaidInCapitalMember2020-12-310001813756us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001813756us-gaap:RetainedEarningsMember2020-12-310001813756us-gaap:NoncontrollingInterestMember2020-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassCMember2021-01-012021-12-310001813756us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001813756us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-01-012021-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-01-012021-12-310001813756us-gaap:NoncontrollingInterestMember2021-01-012021-12-310001813756us-gaap:TreasuryStockCommonMember2021-01-012021-12-310001813756us-gaap:RetainedEarningsMember2021-01-012021-12-310001813756us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-12-3100018137562019-12-310001813756us-gaap:CommonClassAMemberus-gaap:CommonStockMember2019-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassBMember2019-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassCMember2019-12-310001813756us-gaap:AdditionalPaidInCapitalMember2019-12-310001813756us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001813756us-gaap:RetainedEarningsMember2019-12-310001813756us-gaap:NoncontrollingInterestMember2019-12-3100018137562019-01-012019-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassCMember2020-01-012020-12-310001813756us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001813756us-gaap:NoncontrollingInterestMember2020-01-012020-12-310001813756us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-01-012020-12-310001813756us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-01-012020-12-310001813756us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001813756us-gaap:RetainedEarningsMember2020-01-012020-12-31we:location0001813756we:WeWorkPartnershipMemberwe:WeWorkCompaniesLLCMember2022-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-12-310001813756us-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2022-11-300001813756us-gaap:SubsequentEventMemberus-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2023-01-310001813756us-gaap:SubsequentEventMemberwe:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2023-02-012023-02-280001813756us-gaap:SubsequentEventMember2023-03-012023-03-280001813756us-gaap:SubsequentEventMemberwe:AdHocMember2023-03-012023-03-280001813756us-gaap:SubsequentEventMemberwe:ThirdPartyMember2023-03-012023-03-280001813756us-gaap:SubsequentEventMemberwe:SVFIIMember2023-03-012023-03-280001813756us-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2021-12-310001813756us-gaap:PrivatePlacementMemberus-gaap:SubsequentEventMember2023-03-012023-03-280001813756us-gaap:PrivatePlacementMemberus-gaap:SubsequentEventMember2023-03-280001813756us-gaap:SubsequentEventMember2023-03-270001813756us-gaap:SeniorNotesMember2022-12-310001813756us-gaap:SubsequentEventMember2023-01-012023-01-310001813756srt:MinimumMemberwe:FurnitureAndEquipmentMember2022-01-012022-12-310001813756srt:MaximumMemberwe:FurnitureAndEquipmentMember2022-01-012022-12-310001813756us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2022-01-012022-12-310001813756srt:MinimumMember2022-01-012022-12-310001813756srt:MaximumMember2022-01-012022-12-310001813756srt:MinimumMember2022-12-310001813756srt:MaximumMember2022-12-310001813756us-gaap:SellingGeneralAndAdministrativeExpensesMember2020-01-012020-12-310001813756us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-01-012022-12-310001813756us-gaap:SellingGeneralAndAdministrativeExpensesMember2021-01-012021-12-310001813756srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-01-01we:segment0001813756we:PIPEInvestorsMember2021-10-202021-10-200001813756we:BackstopInvestorMember2021-10-202021-10-2000018137562021-10-200001813756we:FirstWarrantsMember2021-10-200001813756we:PublicWarrantsMember2021-10-200001813756we:PrivateWarrantsMember2021-10-200001813756we:PublicAndPrivateWarrantsMember2021-10-200001813756we:PublicAndPrivateWarrantsMember2021-10-202021-10-2000018137562021-10-202021-10-200001813756us-gaap:CommonClassAMemberwe:LegacyWeWorkStockholdersMember2021-10-200001813756we:LegacyWeWorkStockholdersMemberus-gaap:CommonClassCMember2021-10-200001813756us-gaap:CommonClassAMemberwe:LegacyBowXSponsorAndSponsorPersonsMember2021-10-200001813756us-gaap:CommonClassCMemberwe:LegacyBowXSponsorAndSponsorPersonsMember2021-10-200001813756us-gaap:CommonClassAMemberwe:LegacyBowXPublicStockholdersMember2021-10-200001813756we:LegacyBowXPublicStockholdersMemberus-gaap:CommonClassCMember2021-10-200001813756we:PIPEInvestorsMemberus-gaap:CommonClassAMember2021-10-200001813756we:PIPEInvestorsMemberus-gaap:CommonClassCMember2021-10-200001813756us-gaap:CommonClassAMemberwe:BackstopInvestorMember2021-10-200001813756we:BackstopInvestorMemberus-gaap:CommonClassCMember2021-10-200001813756us-gaap:CommonClassAMember2021-10-200001813756us-gaap:CommonClassCMember2021-10-20we:lease0001813756we:RestructuringAndRelatedExpenseMember2022-01-012022-12-310001813756we:RestructuringAndRelatedExpenseMember2021-01-012021-12-310001813756we:RestructuringAndRelatedExpenseMember2020-01-012020-12-310001813756we:WeHoldingsLLCMembersrt:AffiliatedEntityMember2021-02-252021-02-250001813756we:WeHoldingsLLCMembersrt:AffiliatedEntityMember2021-02-250001813756we:SubsidiarySaleOfStockMember2021-01-012021-12-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMember2021-02-250001813756we:ShareBasedPaymentArrangementAwardModificationMember2021-01-012021-12-310001813756us-gaap:AccountsPayableAndAccruedLiabilitiesMember2022-12-310001813756us-gaap:AccountsPayableAndAccruedLiabilitiesMember2021-12-310001813756us-gaap:OtherNoncurrentLiabilitiesMember2022-12-310001813756us-gaap:OtherNoncurrentLiabilitiesMember2021-12-310001813756we:TeemMember2020-01-310001813756we:TeemMember2020-01-012020-12-310001813756we:ManagedByQIncMember2020-03-310001813756we:ManagedByQIncMember2021-12-310001813756we:ManagedByQIncMember2020-01-012020-12-310001813756we:MeetupMember2020-03-012020-03-310001813756we:MeetupMember2020-03-310001813756we:MeetupMember2020-03-310001813756we:MeetupMember2020-01-012020-12-310001813756we:RealEstateInvestmentHeldBy424FifthVentureMember2020-01-012020-12-310001813756we:A424FifthVentureMember2020-01-012020-12-310001813756we:A424FifthVentureMember2022-01-012022-12-310001813756we:A424FifthVentureMember2021-01-012021-12-310001813756we:SpaceIQMember2020-05-012020-05-310001813756we:SpaceIQMember2020-01-012020-12-310001813756we:CorporateEquipmentDisposalMember2020-07-012020-07-310001813756we:CorporateEquipmentDisposalMember2020-01-012020-12-310001813756we:FlatironMember2020-08-310001813756we:FlatironMember2020-01-012020-12-310001813756we:AssetsOfTwoCoreCompaniesMember2020-01-012020-12-310001813756we:CommonDeskMember2022-03-310001813756we:CommonDeskMember2022-03-012022-03-310001813756us-gaap:CommonClassAMemberwe:CommonDeskMember2022-03-012022-03-310001813756us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-03-012022-03-310001813756us-gaap:CommonClassAMemberwe:CommonDeskMember2022-03-310001813756we:ContingentConsiderationCashPayoutMemberwe:CommonDeskMember2022-01-012022-12-310001813756we:CommonDeskMemberwe:ContingentConsiderationEquityPayoutMember2022-01-012022-12-310001813756we:CommonDeskMemberus-gaap:OtherNoncurrentLiabilitiesMember2022-12-310001813756us-gaap:CommonClassAMemberwe:CommonDeskMember2022-12-310001813756we:CommonDeskMember2022-01-012022-12-310001813756we:CommonDeskMember2022-12-310001813756we:SeriesAP4PreferredStockMember2020-01-012020-12-310001813756us-gaap:CommonClassAMember2020-01-012020-12-310001813756us-gaap:LeaseholdImprovementsMember2022-12-310001813756us-gaap:LeaseholdImprovementsMember2021-12-310001813756us-gaap:FurnitureAndFixturesMember2022-12-310001813756us-gaap:FurnitureAndFixturesMember2021-12-310001813756us-gaap:EquipmentMember2022-12-310001813756us-gaap:EquipmentMember2021-12-310001813756us-gaap:ConstructionInProgressMember2022-12-310001813756us-gaap:ConstructionInProgressMember2021-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:SBGJVsMember2022-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:OtherVIEsMember2022-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:SBGJVsMember2021-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:OtherVIEsMember2021-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:SBGJVsMember2022-01-012022-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:OtherVIEsMember2022-01-012022-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:SBGJVsMember2021-01-012021-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:OtherVIEsMember2021-01-012021-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:SBGJVsMember2020-01-012020-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:OtherVIEsMember2020-01-012020-12-310001813756srt:ChiefExecutiveOfficerMember2021-10-212021-10-210001813756srt:ChiefExecutiveOfficerMember2021-10-210001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipMember2022-12-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipMember2021-12-310001813756srt:ChiefExecutiveOfficerMember2022-01-012022-12-310001813756srt:ChiefExecutiveOfficerMember2021-01-012021-12-310001813756we:JapanCoMember2017-12-310001813756we:JapanCoMemberwe:AffiliateOfSBGMember2017-01-012022-12-310001813756we:AffiliateOfSBGMemberwe:LatamCoMember2021-09-300001813756we:AffiliateOfSBGMemberwe:LatamCoMember2021-09-012021-09-300001813756we:AffiliateOfSBGMemberwe:LatamCoMember2021-12-312021-12-310001813756we:LatamCoMemberwe:CommitmentToFundMember2021-09-300001813756we:LatamCoMember2022-02-012022-02-280001813756we:LatamCoMember2021-09-300001813756we:LatamCoMember2022-12-310001813756we:LatamCoMembersrt:ScenarioForecastMember2025-09-012026-08-310001813756we:WeCapManagerMember2022-12-310001813756we:WeCapManagerMember2022-01-012022-12-310001813756we:WeCapManagerMember2021-01-012021-12-310001813756we:WeCapManagerMember2020-01-012020-12-310001813756we:WeCapInvestmentGroupMembersrt:MinimumMember2022-12-310001813756we:WeCapInvestmentGroupMembersrt:MaximumMember2022-12-310001813756we:A424FifthVentureMember2020-02-290001813756we:A424FifthVentureMemberwe:WPIFundMember2020-02-290001813756we:A424FifthVentureMemberwe:AnotherInvestorMember2020-02-290001813756we:A424FifthVentureMember2020-03-012020-03-310001813756we:A424FifthVentureMember2020-03-012020-03-310001813756we:A424FifthVentureMember2022-12-310001813756we:A424FifthVentureMember2020-03-310001813756we:SoftBankGroupCapitalLimitedMemberwe:CreatorFundMember2018-01-012020-09-170001813756we:SoftBankGroupCapitalLimitedMemberwe:CreatorFundMember2020-09-170001813756we:SoftBankGroupCapitalLimitedMemberwe:CreatorFundMember2021-01-012021-12-310001813756we:SoftBankGroupCapitalLimitedMemberwe:CreatorFundMember2022-01-012022-12-310001813756we:ChinaCoMemberus-gaap:SeriesAPreferredStockMember2017-01-012018-12-310001813756we:ChinaCoMemberus-gaap:SeriesAPreferredStockMember2018-12-310001813756us-gaap:SeriesBPreferredStockMemberwe:ChinaCoMember2017-01-012018-12-310001813756us-gaap:SeriesBPreferredStockMemberwe:ChinaCoMember2018-12-310001813756we:ChinaCoMember2019-01-012019-12-310001813756we:ChinaCoAwardsMember2020-10-022020-10-020001813756we:ChinaCoMembersrt:ConsolidationEliminationsMember2020-08-310001813756we:ChinaCoMembersrt:ConsolidationEliminationsMember2019-12-310001813756we:ChinaCoMember2020-10-022020-10-020001813756we:ChinaCoMember2021-10-022021-10-020001813756we:ChinaCoMember2020-12-310001813756we:ChinaCoMember2021-09-292021-09-290001813756we:ChinaCoMember2021-09-290001813756we:TrustBridgePartnersMemberwe:ChinaCoMember2021-09-280001813756we:TrustBridgePartnersMemberwe:ChinaCoMember2022-12-310001813756we:ChinaCoMemberwe:TrustBridgePartnersMember2020-10-020001813756we:ChinaCoMemberwe:TrustBridgePartnersMember2021-09-290001813756we:ChinaCoMember2020-10-0200018137562020-10-022020-10-020001813756we:ChinaCoMember2020-10-0200018137562020-10-020001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:ChinaCoMember2022-01-012022-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:ChinaCoMember2021-01-012021-12-310001813756us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberwe:ChinaCoMember2020-01-012020-12-310001813756we:PacificCoMember2017-01-012017-12-310001813756we:PacificCoMember2017-12-310001813756we:PacificCoMemberwe:AffiliateOfSBGMember2017-10-302017-10-300001813756we:PacificCoMemberwe:AffiliateOfSBGMember2018-01-012018-12-310001813756we:PacificCoMemberwe:AffiliateOfSBGMember2019-01-012019-12-310001813756we:PacificCoMemberwe:AffiliateOfSBGMember2020-01-012020-12-310001813756we:PacificCoMemberwe:AffiliateOfSBGMember2019-08-012019-08-310001813756we:SeriesH1ConvertiblePreferredStockMember2020-04-012020-04-3000018137562019-10-310001813756we:SeriesH1ConvertiblePreferredStockMember2020-04-3000018137562020-04-3000018137562020-04-012020-04-30we:reporting_unit0001813756us-gaap:ComputerSoftwareIntangibleAssetMember2022-01-012022-12-310001813756us-gaap:ComputerSoftwareIntangibleAssetMember2022-12-310001813756we:CustomerRelationshipsAndOtherMember2022-01-012022-12-310001813756we:CustomerRelationshipsAndOtherMember2022-12-310001813756us-gaap:ComputerSoftwareIntangibleAssetMember2021-01-012021-12-310001813756us-gaap:ComputerSoftwareIntangibleAssetMember2021-12-310001813756we:CustomerRelationshipsAndOtherMember2021-01-012021-12-310001813756we:CustomerRelationshipsAndOtherMember2021-12-310001813756we:IndiaCoMember2022-12-310001813756we:IndiaCoMember2021-12-310001813756we:WPIFundMember2022-12-310001813756we:WPIFundMember2021-12-310001813756we:InvestmentsHeldByWeCapHoldingsPartnershipMember2022-12-310001813756we:InvestmentsHeldByWeCapHoldingsPartnershipMember2021-12-310001813756we:ChinaCoMember2022-12-310001813756we:ChinaCoMember2021-12-310001813756we:OtherEquityMethodInvestmentsMember2022-12-310001813756we:OtherEquityMethodInvestmentsMember2021-12-310001813756we:IndiaCoMemberwe:A2020DebenturesMember2020-06-300001813756we:IndiaCoMemberwe:A2020DebenturesMember2020-06-012020-06-300001813756we:IndiaCoMemberwe:A2020DebenturesMember2021-04-012021-04-300001813756we:IndiaCoMemberwe:A2020DebenturesMemberwe:InterestRatePeriodOneMember2022-01-012022-12-310001813756we:IndiaCoMemberwe:InterestRatePeriodTwoMemberwe:A2020DebenturesMember2022-01-012022-12-310001813756we:IndiaCoMemberwe:A2020DebenturesMember2022-01-012022-12-310001813756we:IndiaCoMemberwe:OtherConvertibleDebenturesMember2021-12-310001813756we:IndiaCoMemberwe:OtherConvertibleDebenturesMember2021-01-012021-12-310001813756we:IndiaCoMember2022-01-012022-12-310001813756we:IndiaCoMember2021-01-012021-12-310001813756we:IndiaCoMember2020-01-012020-12-310001813756we:IndiaCoMemberus-gaap:UnfundedLoanCommitmentMember2021-03-310001813756we:IndiaCoMemberwe:OtherConvertibleDebenturesMember2022-01-012022-12-310001813756we:IndiaCoMember2022-01-012022-12-310001813756we:IndiaCoMember2021-01-012021-12-310001813756we:IndiaCoMember2020-01-012020-12-310001813756we:WhollyOwnedSubsidiaryOfWeCapInvestmentGroupMemberus-gaap:LimitedPartnerMemberwe:WPIFundMember2022-12-310001813756we:DSQMemberwe:WeCapHoldingsPartnershipMember2022-12-310001813756we:DSQMember2022-01-012022-12-310001813756we:DSQMember2021-12-310001813756we:DSQMember2021-01-012021-12-310001813756we:InvestmentsHeldByWeCapHoldingsPartnershipMember2022-09-012022-09-300001813756us-gaap:GeneralPartnerMemberwe:WeCapHoldingsPartnershipMemberwe:WPIFundMember2022-12-310001813756we:WeCapHoldingsPartnershipMemberwe:ARKMasterFundMemberwe:GeneralAndLimitedPartnerMember2022-12-310001813756we:ChinaCoMember2021-03-310001813756we:ChinaCoMember2021-09-290001813756we:UpflexMember2022-02-012022-02-280001813756we:UpflexMember2022-02-280001813756we:ChinaCoMembersrt:AffiliatedEntityMember2022-12-310001813756we:CommitmentToFundMember2022-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2022-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2021-12-310001813756we:LCFacility2020Member2022-12-310001813756we:LCFacility2020Member2021-12-310001813756we:SoftBankOtherDebtPayableToSBGMember2022-12-310001813756we:SoftBankOtherDebtPayableToSBGMember2021-12-310001813756we:SoftBankOtherDebtPayableToThirdPartiesMember2022-12-310001813756we:SoftBankOtherDebtPayableToThirdPartiesMember2021-12-310001813756we:PrivateWarrantsMember2022-12-310001813756we:PrivateWarrantsMember2021-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2022-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2021-12-310001813756we:A2020LCFacilityWarrantMember2022-12-310001813756we:A2020LCFacilityWarrantMember2021-12-310001813756we:SoftBankAnd2020LCWarrantsMember2022-12-310001813756we:SoftBankAnd2020LCWarrantsMember2021-12-310001813756we:PrivateWarrantsMember2021-10-190001813756we:PublicWarrantsMember2021-10-190001813756we:PublicAndPrivateWarrantsMember2021-10-190001813756we:A2019WarrantMembersrt:AffiliatedEntityMember2020-04-032020-04-030001813756we:A2019WarrantMembersrt:AffiliatedEntityMember2019-01-012019-12-310001813756we:A2019WarrantMembersrt:AffiliatedEntityMember2019-10-302019-10-300001813756we:A2019WarrantMemberwe:SeriesH1ConvertiblePreferredStockMembersrt:AffiliatedEntityMember2019-11-042019-11-040001813756we:A2019WarrantMembersrt:AffiliatedEntityMember2019-11-042019-11-040001813756we:A2019WarrantMembersrt:AffiliatedEntityMember2020-04-012020-04-300001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2022-01-012022-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2021-01-012021-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2020-01-012020-12-310001813756we:A2020LCFacilityWarrantMember2022-01-012022-12-310001813756we:A2020LCFacilityWarrantMember2021-01-012021-12-310001813756we:A2020LCFacilityWarrantMember2020-01-012020-12-310001813756we:PrivateWarrantsMember2022-01-012022-12-310001813756we:PrivateWarrantsMember2021-01-012021-12-310001813756we:PrivateWarrantsMember2020-01-012020-12-310001813756we:A2019WarrantMember2022-01-012022-12-310001813756we:A2019WarrantMember2021-01-012021-12-310001813756we:A2019WarrantMember2020-01-012020-12-310001813756us-gaap:SeniorNotesMember2021-12-310001813756us-gaap:LineOfCreditMember2022-12-310001813756us-gaap:LineOfCreditMember2021-12-310001813756srt:MinimumMemberus-gaap:NotesPayableOtherPayablesMember2022-12-310001813756us-gaap:NotesPayableOtherPayablesMembersrt:MaximumMember2022-12-310001813756us-gaap:NotesPayableOtherPayablesMember2022-12-310001813756us-gaap:NotesPayableOtherPayablesMember2021-12-310001813756we:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMemberwe:SecuredOvernightFinancingRateSOFRMember2022-01-012022-12-310001813756us-gaap:SubsequentEventMemberwe:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2023-02-280001813756us-gaap:SubsequentEventMemberwe:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMemberwe:SecuredOvernightFinancingRateSOFRMember2023-02-012023-02-280001813756us-gaap:SeniorNotesMember2018-04-300001813756us-gaap:SeniorNotesMember2018-04-012018-04-300001813756us-gaap:SeniorNotesMember2019-01-012019-12-310001813756us-gaap:SeniorNotesMemberus-gaap:DebtInstrumentRedemptionPeriodOneMember2018-04-012018-04-300001813756us-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:SeniorNotesMember2018-04-012018-04-300001813756us-gaap:SeniorNotesMembersrt:ScenarioForecastMember2022-01-012025-12-310001813756us-gaap:NotesPayableOtherPayablesMember2022-01-012022-12-310001813756us-gaap:NotesPayableOtherPayablesMember2021-01-012021-12-310001813756us-gaap:NotesPayableOtherPayablesMember2020-01-012020-12-310001813756we:A424FifthVentureLoansMember2019-02-080001813756we:A424FifthVentureLoansMember2020-01-012020-12-310001813756we:A424FifthVentureLoansMember2020-12-310001813756we:A424FifthVentureLoansMember2020-01-012020-02-280001813756us-gaap:SecuredDebtMembersrt:AffiliatedEntityMember2019-10-310001813756us-gaap:UnsecuredDebtMembersrt:AffiliatedEntityMember2019-10-310001813756we:SoftBankUnsecuredNotesWarrantsMembersrt:AffiliatedEntityMember2019-12-310001813756srt:AffiliatedEntityMemberus-gaap:LetterOfCreditMember2019-10-310001813756we:A2020LCFacilityWarrantMembersrt:AffiliatedEntityMember2019-12-310001813756srt:AffiliatedEntityMemberus-gaap:LetterOfCreditMember2019-12-310001813756we:LCWarrantMember2021-12-310001813756us-gaap:SecuredDebtMembersrt:AffiliatedEntityMember2020-08-310001813756us-gaap:SecuredDebtMembersrt:AffiliatedEntityMember2020-01-012020-12-310001813756us-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2021-03-310001813756us-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2021-03-250001813756us-gaap:SeniorNotesMembersrt:AffiliatedEntityMembersrt:ScenarioForecastMember2024-02-120001813756us-gaap:SeniorNotesMembersrt:AffiliatedEntityMembersrt:ScenarioForecastMember2024-05-012024-08-310001813756us-gaap:SubsequentEventMemberus-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2023-03-280001813756we:DebtInstrumentIssuancePeriodOneMemberus-gaap:SubsequentEventMemberus-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2023-03-280001813756us-gaap:SubsequentEventMemberus-gaap:SeniorNotesMemberwe:DebtInstrumentIssuancePeriodTwoMembersrt:AffiliatedEntityMember2023-03-280001813756we:DebtInstrumentIssuancePeriodThreeMemberus-gaap:SubsequentEventMemberus-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2023-03-280001813756us-gaap:SubsequentEventMemberwe:DebtInstrumentIssuancePeriodFourMemberus-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2023-03-280001813756us-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2022-12-310001813756us-gaap:UnsecuredDebtMembersrt:AffiliatedEntityMember2021-12-310001813756us-gaap:UnsecuredDebtMembersrt:AffiliatedEntityMember2020-07-100001813756us-gaap:UnsecuredDebtMemberwe:DebtInstrumentTrancheOneMembersrt:AffiliatedEntityMember2021-12-310001813756us-gaap:UnsecuredDebtMembersrt:AffiliatedEntityMemberwe:DebtInstrumentTrancheTwoMember2021-12-310001813756us-gaap:UnsecuredDebtMembersrt:AffiliatedEntityMember2019-12-310001813756us-gaap:UnsecuredDebtMembersrt:AffiliatedEntityMember2022-01-012022-12-310001813756srt:AffiliatedEntityMember2020-12-310001813756we:SoftBankDebtFinancingWarrantMember2020-12-310001813756us-gaap:LineOfCreditMemberwe:A2020CreditFacilityMemberwe:SeniorLetterOfCreditTrancheMember2022-05-100001813756us-gaap:SubsequentEventMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMemberwe:SeniorLetterOfCreditTrancheMember2023-02-100001813756we:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2022-05-100001813756us-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2022-12-200001813756us-gaap:SubsequentEventMemberus-gaap:LineOfCreditMemberwe:SeniorLetterOfCreditTrancheMember2023-02-1000018137562022-05-310001813756us-gaap:SubsequentEventMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMemberwe:SeniorLetterOfCreditTrancheMember2023-02-280001813756srt:AffiliatedEntityMember2019-12-310001813756srt:AffiliatedEntityMember2022-12-310001813756srt:AffiliatedEntityMember2021-12-310001813756srt:AffiliatedEntityMember2021-01-012021-12-310001813756we:A2019WarrantMembersrt:AffiliatedEntityMember2019-10-012019-12-310001813756srt:AffiliatedEntityMember2019-10-012019-12-310001813756srt:MinimumMembersrt:AffiliatedEntityMember2022-01-012022-12-310001813756srt:MaximumMembersrt:AffiliatedEntityMember2022-01-012022-12-310001813756us-gaap:LongTermDebtMember2022-12-310001813756us-gaap:UnsecuredDebtMember2022-12-310001813756us-gaap:SecuredDebtMember2022-12-310001813756us-gaap:UnsecuredDebtMember2022-01-012022-12-310001813756us-gaap:UnsecuredDebtMember2021-01-012021-12-310001813756us-gaap:UnsecuredDebtMember2020-01-012020-12-310001813756us-gaap:LineOfCreditMember2022-01-012022-12-310001813756us-gaap:LineOfCreditMember2021-01-012021-12-310001813756us-gaap:LineOfCreditMember2020-01-012020-12-310001813756us-gaap:SeniorNotesMember2022-01-012022-12-310001813756us-gaap:SeniorNotesMember2021-01-012021-12-310001813756us-gaap:SeniorNotesMember2020-01-012020-12-310001813756us-gaap:FairValueInputsLevel1Member2022-12-310001813756us-gaap:FairValueInputsLevel2Member2022-12-310001813756us-gaap:FairValueInputsLevel3Member2022-12-310001813756us-gaap:FairValueInputsLevel1Member2021-12-310001813756us-gaap:FairValueInputsLevel2Member2021-12-310001813756us-gaap:FairValueInputsLevel3Member2021-12-310001813756we:ContingentConsiderationLiabilityPayableInCommonStockMember2021-12-310001813756we:ContingentConsiderationLiabilityPayableInCommonStockMember2022-01-012022-12-310001813756we:ContingentConsiderationLiabilityPayableInCommonStockMember2022-12-310001813756we:ContingentConsiderationLiabilityPayableInCashCurrentMember2021-12-310001813756we:ContingentConsiderationLiabilityPayableInCashCurrentMember2022-01-012022-12-310001813756we:ContingentConsiderationLiabilityPayableInCashCurrentMember2022-12-310001813756we:ContingentConsiderationLiabilityPayableInCashNoncurrentMember2021-12-310001813756we:ContingentConsiderationLiabilityPayableInCashNoncurrentMember2022-01-012022-12-310001813756we:ContingentConsiderationLiabilityPayableInCashNoncurrentMember2022-12-310001813756we:IndiaCoForwardContractLiabilityMember2020-12-310001813756we:IndiaCoForwardContractLiabilityMember2021-01-012021-12-310001813756we:IndiaCoForwardContractLiabilityMember2021-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2020-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2021-01-012021-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2021-12-310001813756we:A2020LCFacilityWarrantMember2020-12-310001813756we:A2020LCFacilityWarrantMember2021-01-012021-12-310001813756we:A2020LCFacilityWarrantMember2021-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMembersrt:AffiliatedEntityMember2021-01-012021-12-310001813756we:A2020LCFacilityWarrantMembersrt:AffiliatedEntityMember2021-01-012021-12-310001813756us-gaap:FairValueInputsLevel3Memberus-gaap:SellingGeneralAndAdministrativeExpensesMember2022-01-012022-12-310001813756us-gaap:FairValueInputsLevel3Memberus-gaap:SellingGeneralAndAdministrativeExpensesMember2021-01-012021-12-310001813756us-gaap:FairValueInputsLevel3Memberwe:IncomeLossFromEquityMethodInvestmentsMember2021-01-012021-12-310001813756us-gaap:FairValueInputsLevel3Memberwe:IncomeLossFromEquityMethodInvestmentsMember2022-01-012022-12-310001813756us-gaap:FairValueInputsLevel2Member2022-01-012022-12-310001813756us-gaap:FairValueInputsLevel2Member2021-01-012021-12-310001813756us-gaap:FairValueInputsLevel3Memberwe:SoftBankSeniorUnsecuredNotesWarrantMember2022-01-012022-12-310001813756us-gaap:FairValueInputsLevel3Memberwe:SoftBankSeniorUnsecuredNotesWarrantMember2021-01-012021-12-310001813756us-gaap:FairValueInputsLevel3Memberwe:A2020LCFacilityWarrantMember2022-01-012022-12-310001813756us-gaap:FairValueInputsLevel3Memberwe:A2020LCFacilityWarrantMember2021-01-012021-12-310001813756us-gaap:FairValueInputsLevel3Member2022-01-012022-12-310001813756us-gaap:FairValueInputsLevel3Member2021-01-012021-12-310001813756us-gaap:FairValueInputsLevel3Memberwe:MeasurementInputProbabilityAdjustmentMemberwe:ValuationTechniqueProbabilityWeightedCashFlowMember2022-12-310001813756us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:FairValueInputsLevel3Member2022-12-310001813756us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2021-12-310001813756us-gaap:FairValueInputsLevel3Member2020-01-012020-12-31iso4217:INR0001813756we:A424FifthVentureMember2022-01-012022-12-310001813756we:A424FifthVentureMember2021-01-012021-12-310001813756we:A424FifthVentureMember2020-01-012020-12-3100018137562020-01-012022-12-3100018137562023-01-012022-12-310001813756we:LocationOperatingExpensesMember2022-01-012022-12-310001813756we:PreOpeningLocationExpenseMember2022-01-012022-12-310001813756we:LocationOperatingExpensesMember2021-01-012021-12-310001813756we:PreOpeningLocationExpenseMember2021-01-012021-12-310001813756we:LocationOperatingExpensesMember2020-01-012020-12-310001813756we:PreOpeningLocationExpenseMember2020-01-012020-12-310001813756we:WeCompanyMCMember2019-07-150001813756us-gaap:OtherAssetsMember2022-12-310001813756us-gaap:OtherAssetsMember2021-12-310001813756us-gaap:DomesticCountryMember2022-12-310001813756us-gaap:CapitalLossCarryforwardMember2022-12-310001813756us-gaap:StateAndLocalJurisdictionMember2022-12-310001813756us-gaap:ForeignCountryMember2022-12-310001813756we:SeriesAConvertiblePreferredStockMember2020-12-310001813756we:SeriesBConvertiblePreferredStockMember2020-12-310001813756we:SeriesCConvertiblePreferredStockMember2020-12-310001813756we:SeriesD1ConvertiblePreferredStockMember2020-12-310001813756we:SeriesD2ConvertiblePreferredStockMember2020-12-310001813756we:SeriesEConvertiblePreferredStockMember2020-12-310001813756we:SeriesFConvertiblePreferredStockMember2020-12-310001813756we:SeriesGConvertiblePreferredStockMember2020-12-310001813756we:SeriesG1ConvertiblePreferredStockMember2020-12-310001813756we:SeriesH1ConvertiblePreferredStockMember2020-12-310001813756we:ConvertiblePreferredStockAcquisitionMember2020-12-310001813756we:JuniorConvertiblePreferredStockMember2020-12-310001813756we:AcquisitionPreferredStockMember2018-03-310001813756we:SeriesH1ConvertiblePreferredStockMember2019-10-310001813756we:SeriesH2ConvertiblePreferredStockMember2019-10-310001813756we:SeriesH3ConvertiblePreferredStockMember2019-10-310001813756we:SeriesH4ConvertiblePreferredStockMember2019-10-310001813756us-gaap:ConvertibleNotesPayableMember2021-10-202021-10-2000018137562021-10-19we:classwe:vote0001813756us-gaap:CommonClassAMember2019-10-30we:entity0001813756we:CommonStockClassBCAndDMember2019-10-3000018137562019-10-290001813756us-gaap:CommonClassCMember2019-10-300001813756we:NotHeldBySoftbankAndSoftbankAffiliatesMemberwe:WarrantsExpiringJuly312025Member2022-12-310001813756we:NotHeldBySoftbankAndSoftbankAffiliatesMemberwe:WarrantsExpiringOctober202026Member2022-12-310001813756we:NotHeldBySoftbankAndSoftbankAffiliatesMember2022-12-310001813756we:NotHeldBySoftbankAndSoftbankAffiliatesMemberwe:WarrantsExpiringJuly312025Member2021-12-310001813756we:NotHeldBySoftbankAndSoftbankAffiliatesMemberwe:WarrantsExpiringOctober202026Member2021-12-310001813756we:NotHeldBySoftbankAndSoftbankAffiliatesMember2021-12-310001813756we:HeldBySoftbankAndSoftbankAffiliatesMemberwe:WarrantsExpiringDecember272024Member2022-12-310001813756we:WarrantsExpiringOctober202031Memberwe:HeldBySoftbankAndSoftbankAffiliatesMember2022-12-310001813756we:WarrantsExpiringDecember62031Memberwe:HeldBySoftbankAndSoftbankAffiliatesMember2022-12-310001813756we:WarrantsExpiringJuly312025Memberwe:HeldBySoftbankAndSoftbankAffiliatesMember2022-12-310001813756we:PublicWarrantsMember2022-12-310001813756we:PublicAndPrivateWarrantsMember2021-10-192021-10-190001813756we:PublicAndPrivateWarrantsMember2022-12-310001813756we:PublicWarrantsMember2022-01-012022-12-310001813756we:PublicAndPrivateWarrantsMemberwe:WarrantRedemptionScenarioOneMember2022-01-012022-12-310001813756we:PublicAndPrivateWarrantsMemberwe:WarrantRedemptionScenarioOneMember2022-12-310001813756we:PublicAndPrivateWarrantsMemberwe:WarrantRedemptionScenarioTwoMember2022-01-012022-12-310001813756us-gaap:CommonClassAMemberus-gaap:CommonStockMemberwe:WarrantsTrancheOneMember2021-01-012021-12-310001813756we:SoftBankSeniorUnsecuredNotesWarrantMember2021-10-012021-10-310001813756we:A2020LCFacilityWarrantMember2021-10-012021-10-310001813756we:SVFIIMember2021-10-310001813756we:SVFEWarrantMember2021-10-310001813756we:FirstWarrantsMember2021-10-012021-10-310001813756we:LCWarrantMember2021-10-200001813756us-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2022-12-310001813756us-gaap:CommonClassAMember2020-03-170001813756us-gaap:CommonClassBMember2020-03-170001813756us-gaap:CommonClassAMember2021-10-190001813756us-gaap:CommonClassAMemberus-gaap:EmployeeStockMember2021-10-190001813756us-gaap:EmployeeStockMember2022-12-310001813756we:RestrictedStockUnitsServiceBasedMember2022-01-012022-12-310001813756we:RestrictedStockUnitsServiceBasedMember2021-01-012021-12-310001813756we:RestrictedStockUnitsServiceBasedMember2020-01-012020-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMember2022-01-012022-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMember2021-01-012021-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMember2020-01-012020-12-310001813756we:RestrictedStockUnitsServicePerformanceAndMarketBasedMember2022-01-012022-12-310001813756we:RestrictedStockUnitsServicePerformanceAndMarketBasedMember2021-01-012021-12-310001813756we:RestrictedStockUnitsServicePerformanceAndMarketBasedMember2020-01-012020-12-310001813756we:ShareBasedPaymentArrangementOptionServicePerformanceAndMarketBasedConditionsMember2022-01-012022-12-310001813756we:ShareBasedPaymentArrangementOptionServicePerformanceAndMarketBasedConditionsMember2021-01-012021-12-310001813756we:ShareBasedPaymentArrangementOptionServicePerformanceAndMarketBasedConditionsMember2020-01-012020-12-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMember2022-01-012022-12-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMember2021-01-012021-12-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMember2020-01-012020-12-310001813756we:ShareBasedPaymentArrangement2021TenderOfferAwardsMember2022-01-012022-12-310001813756we:ShareBasedPaymentArrangement2021TenderOfferAwardsMember2021-01-012021-12-310001813756we:ShareBasedPaymentArrangement2021TenderOfferAwardsMember2020-01-012020-12-310001813756we:ShareBasedPaymentArrangement2020TenderOfferAwardsMember2022-01-012022-12-310001813756we:ShareBasedPaymentArrangement2020TenderOfferAwardsMember2021-01-012021-12-310001813756we:ShareBasedPaymentArrangement2020TenderOfferAwardsMember2020-01-012020-12-310001813756we:ShareBasedPaymentArrangementOptionRepricingMember2022-01-012022-12-310001813756we:ShareBasedPaymentArrangementOptionRepricingMember2021-01-012021-12-310001813756we:ShareBasedPaymentArrangementOptionRepricingMember2020-01-012020-12-310001813756we:PacifiCoAwardsMember2022-01-012022-12-310001813756we:PacifiCoAwardsMember2021-01-012021-12-310001813756we:PacifiCoAwardsMember2020-01-012020-12-310001813756we:OtherAwardsMember2022-01-012022-12-310001813756we:OtherAwardsMember2021-01-012021-12-310001813756we:OtherAwardsMember2020-01-012020-12-310001813756we:LatamCoAwardsMember2022-01-012022-12-310001813756us-gaap:EmployeeStockOptionMember2022-01-012022-12-310001813756us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001813756we:RestrictedStockUnitsServicePerformanceAndMarketBasedMember2022-10-012022-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2022-01-012022-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2021-01-012021-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2020-01-012020-12-310001813756us-gaap:ShareBasedPaymentArrangementNonemployeeMemberwe:ChinaCoOrdinarySubscriptionRightsMember2022-01-012022-12-310001813756us-gaap:ShareBasedPaymentArrangementNonemployeeMemberwe:ChinaCoOrdinarySubscriptionRightsMember2021-01-012021-12-310001813756us-gaap:ShareBasedPaymentArrangementNonemployeeMemberwe:ChinaCoOrdinarySubscriptionRightsMember2020-01-012020-12-310001813756us-gaap:ShareBasedPaymentArrangementNonemployeeMember2022-01-012022-12-310001813756us-gaap:ShareBasedPaymentArrangementNonemployeeMember2021-01-012021-12-310001813756us-gaap:ShareBasedPaymentArrangementNonemployeeMember2020-01-012020-12-310001813756we:RestrictedStockAndRestrictedStockUnitsMember2021-12-310001813756we:RestrictedStockAndRestrictedStockUnitsMember2022-01-012022-12-310001813756we:RestrictedStockAndRestrictedStockUnitsMember2022-12-310001813756srt:MinimumMemberus-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310001813756srt:MaximumMemberus-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310001813756we:RestrictedStockAndRestrictedStockUnitsMember2021-01-012021-12-310001813756we:RestrictedStockAndRestrictedStockUnitsMember2020-01-012020-12-310001813756we:EmployeesAndNonEmployeeDirectorsMemberwe:RestrictedStockAndRestrictedStockUnitsMember2022-12-310001813756we:RestrictedStockAndRestrictedStockUnitsServiceBasedMember2022-12-310001813756we:RestrictedStockAndRestrictedStockUnitsCEOGrantsMember2022-12-310001813756we:RestrictedStockAndRestrictedStockUnitsPerformanceAndMarketBasedMember2022-12-310001813756we:RestrictedStockAndRestrictedStockUnitsCEOGrantsMemberwe:AwardsGrantedIn2021Member2022-12-310001813756we:RestrictedStockAndRestrictedStockUnitsCEOGrantsMemberwe:AwardsGrantedIn2021Member2021-01-012021-12-310001813756we:RestrictedStockAndRestrictedStockUnitsCEOGrantsMemberwe:AwardsGrantedIn2021Member2022-01-012022-12-310001813756we:RestrictedStockUnitsServicePerformanceAndMarketBasedMember2022-12-310001813756we:FormerMembersOfExecutiveManagementMemberus-gaap:RestrictedStockMember2018-06-012018-06-300001813756we:FormerMembersOfExecutiveManagementMember2018-06-300001813756we:FormerMembersOfExecutiveManagementMember2020-01-012020-12-310001813756we:FormerMembersOfExecutiveManagementMember2021-12-310001813756we:FormerMembersOfExecutiveManagementMemberus-gaap:RestrictedStockMember2019-01-012019-12-310001813756we:FormerMembersOfExecutiveManagementMember2019-12-310001813756we:FormerMembersOfExecutiveManagementMember2020-01-012020-03-310001813756we:FormerMembersOfExecutiveManagementMemberus-gaap:RestrictedStockMember2020-01-012020-03-310001813756we:FormerMembersOfExecutiveManagementMemberus-gaap:RestrictedStockMember2022-01-012022-12-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMember2019-07-012019-08-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMember2019-07-012019-08-310001813756we:A2019WarrantMember2019-10-012019-10-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMember2019-10-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMember2019-09-240001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMemberwe:ShareBasedCompensationAwardModificationOneMember2019-10-012019-10-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMemberwe:ShareBasedCompensationAwardModificationOneMember2019-09-240001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMemberwe:ShareBasedCompensationAwardModificationOneMember2019-10-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMemberwe:ShareBasedCompensationAwardModificationTwoMember2019-10-012019-10-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMemberwe:ShareBasedCompensationAwardModificationTwoMember2019-09-240001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMemberwe:ShareBasedCompensationAwardModificationTwoMember2019-10-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMember2022-01-012022-12-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMember2019-10-012019-10-310001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMember2021-02-012021-02-280001813756srt:ChiefExecutiveOfficerMemberwe:WeWorkPartnershipsProfitsInterestUnitsMember2021-02-280001813756us-gaap:EmployeeSeveranceMember2021-01-012021-03-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMemberwe:FormerMembersOfExecutiveManagementMember2022-12-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMemberwe:FormerMembersOfExecutiveManagementMember2021-12-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMember2022-12-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMember2021-12-310001813756we:WeWorkPartnershipsProfitsInterestUnitsMember2022-01-012022-09-300001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMembersrt:MinimumMember2022-01-012022-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMembersrt:MaximumMember2022-01-012022-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMember2021-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMember2022-12-310001813756us-gaap:ValuationTechniqueOptionPricingModelMember2020-01-012020-12-310001813756us-gaap:ValuationTechniqueConsensusPricingModelMember2020-01-012020-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMembersrt:MinimumMember2022-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMembersrt:MinimumMember2020-12-310001813756we:ShareBasedPaymentArrangementOptionServiceBasedVestingMembersrt:MaximumMember2020-12-310001813756srt:MinimumMemberwe:ShareBasedPaymentArrangementOptionServicePerformanceAndMarketBasedConditionsMember2022-01-012022-12-310001813756srt:MaximumMemberwe:ShareBasedPaymentArrangementOptionServicePerformanceAndMarketBasedConditionsMember2022-01-012022-12-31we:employee0001813756we:ShareBasedPaymentArrangementOptionServicePerformanceAndMarketBasedConditionsMember2022-12-310001813756we:ShareBasedPaymentArrangementOptionServicePerformanceAndMarketBasedConditionsMember2021-12-310001813756we:ShareBasedPaymentArrangementOptionPerformanceBasedMember2022-01-012022-12-310001813756we:ShareBasedPaymentArrangementOptionPerformanceAndMarketBasedMember2022-01-012022-12-3100018137562020-03-3100018137562020-06-3000018137562020-06-012020-06-30we:grantee0001813756we:ShareBasedPaymentArrangementOptionRepricingMember2022-12-3100018137562019-11-012019-11-3000018137562019-11-300001813756us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001813756we:TenderOfferAwardsMember2021-01-012021-12-310001813756we:TenderOfferAwardsMember2020-01-012020-12-310001813756we:TenderOfferAwardsMember2022-01-012022-12-3100018137562020-04-012020-06-3000018137562021-03-012021-03-3100018137562021-03-310001813756us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-03-3100018137562021-04-012021-04-300001813756we:JapanCoAwardsMember2019-11-300001813756we:JapanCoAwardsMember2022-01-012022-12-310001813756we:JapanCoAwardsMember2021-01-012021-12-310001813756we:JapanCoAwardsMember2020-01-012020-12-310001813756we:JapanCoAwardsMember2022-12-310001813756we:LatamCoAwardsMember2022-08-300001813756us-gaap:CommonClassBMember2022-08-30iso4217:EURxbrli:shares0001813756we:LatamCoAwardsMember2021-12-310001813756we:LatamCoAwardsMember2022-12-310001813756we:ChinaCoAwardsMember2017-04-012017-04-300001813756we:ChinaCoAwardsMember2022-01-012022-12-310001813756we:ChinaCoAwardsMember2020-09-300001813756we:ChinaCoAwardsMember2020-01-012020-12-310001813756we:PacificCoAwardsMember2019-12-310001813756we:PacificCoAwardsMember2020-01-012020-03-310001813756we:PacificCoAwardsMember2020-04-012020-04-300001813756us-gaap:CommonClassCMember2021-02-260001813756us-gaap:CommonClassCMember2021-02-250001813756us-gaap:WarrantMember2022-01-012022-12-310001813756us-gaap:WarrantMember2021-01-012021-12-310001813756us-gaap:WarrantMember2020-01-012020-12-310001813756we:PartnershipUnitsMember2022-01-012022-12-310001813756we:PartnershipUnitsMember2021-01-012021-12-310001813756we:PartnershipUnitsMember2020-01-012020-12-310001813756us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310001813756us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001813756us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001813756us-gaap:EmployeeStockOptionMember2022-01-012022-12-310001813756us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001813756us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001813756we:ContingentConsiderationSharesMember2022-01-012022-12-310001813756we:ContingentConsiderationSharesMember2021-01-012021-12-310001813756we:ContingentConsiderationSharesMember2020-01-012020-12-310001813756we:ProfitsInterestUnitsMember2022-01-012022-12-310001813756we:ProfitsInterestUnitsMember2021-01-012021-12-310001813756we:ProfitsInterestUnitsMember2020-01-012020-12-310001813756we:ConvertiblePreferredStockSeriesABCD1D2EFGG1H1H3AndAcquisitionMember2022-01-012022-12-310001813756we:ConvertiblePreferredStockSeriesABCD1D2EFGG1H1H3AndAcquisitionMember2021-01-012021-12-310001813756we:ConvertiblePreferredStockSeriesABCD1D2EFGG1H1H3AndAcquisitionMember2020-01-012020-12-310001813756we:ConvertiblePreferredStockJuniorMember2022-01-012022-12-310001813756we:ConvertiblePreferredStockJuniorMember2021-01-012021-12-310001813756we:ConvertiblePreferredStockJuniorMember2020-01-012020-12-310001813756us-gaap:ConvertibleNotesPayableMember2022-01-012022-12-310001813756us-gaap:ConvertibleNotesPayableMember2021-01-012021-12-310001813756us-gaap:ConvertibleNotesPayableMember2020-01-012020-12-310001813756we:A2019CreditFacilityMemberus-gaap:LineOfCreditMember2015-11-300001813756we:A2019CreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:LetterOfCreditMember2017-11-300001813756we:A2019CreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:LetterOfCreditMember2019-05-310001813756we:A2019CreditFacilityMemberus-gaap:LineOfCreditMember2020-02-012020-02-280001813756we:LettersOfCreditSecuring2019LCFacilityMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2021-12-310001813756we:LettersOfCreditSecuring2019LCFacilityMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2022-12-310001813756we:A2019CreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:LeaseAgreementsMember2022-12-310001813756we:A2019CreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:LeaseAgreementsMember2021-12-310001813756us-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2019-12-270001813756us-gaap:SubsequentEventMemberus-gaap:LineOfCreditMemberwe:SeniorLetterOfCreditTrancheMember2023-02-280001813756us-gaap:LineOfCreditMemberwe:A2020CreditFacilityMemberus-gaap:LetterOfCreditMember2022-12-310001813756us-gaap:SubsequentEventMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2023-02-280001813756us-gaap:SubsequentEventMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMemberus-gaap:LetterOfCreditMember2023-02-280001813756we:A2020CreditFacilityARNPAMemberus-gaap:LineOfCreditMember2021-11-300001813756we:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMemberus-gaap:BaseRateMember2022-05-102022-05-100001813756we:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2022-05-102022-05-100001813756srt:MinimumMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2022-12-200001813756us-gaap:LineOfCreditMembersrt:MaximumMemberwe:A2020CreditFacilityMember2022-12-200001813756we:DebtScenarioOneMemberus-gaap:LetterOfCreditMemberwe:A2020CreditFacilityMember2022-12-200001813756us-gaap:LetterOfCreditMemberwe:A2020CreditFacilityMemberwe:DebtScenarioTwoMember2022-12-200001813756we:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2022-01-012022-12-310001813756we:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2021-01-012021-12-3100018137562019-12-270001813756us-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2019-12-272019-12-270001813756us-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2021-12-012021-12-310001813756us-gaap:LineOfCreditMemberwe:A2020CreditFacilityMembersrt:ScenarioForecastMember2024-02-112024-02-110001813756us-gaap:LineOfCreditMemberwe:A2020CreditFacilityMembersrt:ScenarioForecastMember2023-12-012023-12-010001813756we:CompanySBGReimbursementAgreementMember2022-01-012022-12-310001813756we:CompanySBGReimbursementAgreementMember2021-01-012021-12-310001813756we:CompanySBGReimbursementAgreementMember2020-01-012020-12-310001813756we:LCDebtFacilityMember2021-05-310001813756we:LCDebtFacilityMember2021-05-012021-05-310001813756we:LCDebtFacilityMember2021-09-012021-09-300001813756we:LCDebtFacilityMember2021-10-012021-10-310001813756we:LCDebtFacilityMember2021-12-310001813756we:LCDebtFacilityMember2022-12-310001813756we:LCDebtFacilityMember2022-01-012022-12-310001813756we:SoundVenturesIILLCMember2021-06-012021-06-300001813756we:SoundVenturesIILLCMember2021-06-300001813756we:CreatorFundMember2021-06-012021-06-300001813756we:CreatorFundMember2021-06-300001813756we:ChinaCoMembersrt:AffiliatedEntityMember2020-10-022020-12-310001813756we:ChinaCoMembersrt:AffiliatedEntityMember2022-01-012022-12-310001813756we:ChinaCoMembersrt:AffiliatedEntityMember2020-10-022021-04-020001813756we:ChinaCoMembersrt:AffiliatedEntityMember2021-01-012021-12-310001813756we:ChinaCoMembersrt:AffiliatedEntityMember2020-01-012020-12-310001813756srt:AffiliatedEntityMemberwe:CreatorFundMember2020-09-012020-09-300001813756srt:AffiliatedEntityMemberwe:VistaJetMember2020-01-012020-12-310001813756srt:ChiefExecutiveOfficerMemberwe:RelatedPartyTransactionNonCompeteAgreementMember2019-01-012019-12-310001813756srt:ChiefExecutiveOfficerMemberwe:RelatedPartyTransactionReimbursementOfLegalExpensesMember2019-01-012019-12-310001813756srt:ChiefExecutiveOfficerMemberwe:RelatedPartyTransactionReimbursementOfLegalExpensesMember2019-12-310001813756srt:AffiliatedEntityMember2021-04-152021-04-150001813756srt:AffiliatedEntityMember2021-04-150001813756srt:AffiliatedEntityMember2021-01-012021-03-310001813756we:SBGMember2021-04-152021-04-150001813756srt:ChiefExecutiveOfficerMember2022-12-3100018137562021-02-262021-02-260001813756we:WeWorkPartnershipsProfitsInterestUnitsMemberwe:MrNeumannMember2021-02-012021-02-280001813756srt:ChiefExecutiveOfficerMember2022-02-012022-02-280001813756srt:ChiefExecutiveOfficerMember2020-01-012020-12-310001813756srt:AffiliatedEntityMember2022-01-012022-12-310001813756srt:AffiliatedEntityMember2020-01-012020-12-310001813756srt:AffiliatedEntityMember2022-10-012022-12-310001813756we:SBGMemberwe:MembershipAndServiceAgreementsMembersrt:AffiliatedEntityMember2022-01-012022-12-310001813756we:SBGMemberwe:MembershipAndServiceAgreementsMembersrt:AffiliatedEntityMember2021-01-012021-12-310001813756we:SBGMemberwe:MembershipAndServiceAgreementsMembersrt:AffiliatedEntityMember2020-01-012020-12-310001813756we:MembershipAndServiceAgreementsMemberus-gaap:OtherAffiliatesMember2022-01-012022-12-310001813756we:MembershipAndServiceAgreementsMemberus-gaap:OtherAffiliatesMember2021-01-012021-12-310001813756we:MembershipAndServiceAgreementsMemberus-gaap:OtherAffiliatesMember2020-01-012020-12-310001813756we:SBGMemberwe:MembershipAndServiceAgreementsMembersrt:AffiliatedEntityMember2022-10-012022-10-310001813756country:US2022-01-012022-12-310001813756country:US2021-01-012021-12-310001813756country:US2020-01-012020-12-310001813756country:GB2022-01-012022-12-310001813756country:GB2021-01-012021-12-310001813756country:GB2020-01-012020-12-310001813756country:JP2022-01-012022-12-310001813756country:JP2021-01-012021-12-310001813756country:JP2020-01-012020-12-310001813756we:OtherForeignCountriesMember2022-01-012022-12-310001813756we:OtherForeignCountriesMember2021-01-012021-12-310001813756we:OtherForeignCountriesMember2020-01-012020-12-310001813756country:US2022-12-310001813756country:US2021-12-310001813756country:GB2022-12-310001813756country:GB2021-12-310001813756country:JP2022-12-310001813756country:JP2021-12-310001813756we:OtherForeignCountriesMember2022-12-310001813756we:OtherForeignCountriesMember2021-12-310001813756country:CN2020-01-012020-12-310001813756us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:US2022-01-012022-12-310001813756us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:US2021-01-012021-12-310001813756us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:US2020-01-012020-12-310001813756us-gaap:SalesRevenueNetMembercountry:GBus-gaap:GeographicConcentrationRiskMember2022-01-012022-12-310001813756us-gaap:SalesRevenueNetMembercountry:GBus-gaap:GeographicConcentrationRiskMember2021-01-012021-12-310001813756us-gaap:SalesRevenueNetMembercountry:GBus-gaap:GeographicConcentrationRiskMember2020-01-012020-12-310001813756we:LondonMemberus-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2022-01-012022-12-310001813756us-gaap:PropertyPlantAndEquipmentMemberwe:LondonMemberus-gaap:GeographicConcentrationRiskMember2022-01-012022-12-310001813756we:JuniorLetterOfCreditTrancheMemberus-gaap:LineOfCreditMemberwe:A2020CreditFacilityMember2022-12-310001813756we:SecondLienSeniorSecuredPIKNotesMemberus-gaap:SubsequentEventMemberus-gaap:SeniorNotesMember2023-03-280001813756we:SecondLienSeniorSecuredPIKNotesMemberwe:CashInterestMemberus-gaap:SubsequentEventMemberus-gaap:SeniorNotesMember2023-03-280001813756we:SecondLienSeniorSecuredPIKNotesMemberus-gaap:SubsequentEventMemberwe:PaidInKindPIKMemberus-gaap:SeniorNotesMember2023-03-280001813756us-gaap:SubsequentEventMemberwe:ThirdLienSeniorSecuredPIKNotesMemberus-gaap:SeniorNotesMember2023-03-280001813756us-gaap:SubsequentEventMemberwe:FirstLienSeniorSecuredPIKNotesMemberus-gaap:SeniorNotesMember2023-03-280001813756we:CashInterestMemberus-gaap:SubsequentEventMemberwe:FirstLienSeniorSecuredPIKNotesMemberus-gaap:SeniorNotesMember2023-03-280001813756us-gaap:SubsequentEventMemberwe:FirstLienSeniorSecuredPIKNotesMemberwe:PaidInKindPIKMemberus-gaap:SeniorNotesMember2023-03-280001813756us-gaap:SubsequentEventMemberwe:NewFirstLienNotesMemberus-gaap:SeniorNotesMember2023-03-280001813756us-gaap:SubsequentEventMemberus-gaap:SeniorNotesMemberwe:SecondLienSeniorSecuredPIKExchangeableNotesMember2023-03-280001813756we:CashInterestMemberus-gaap:SubsequentEventMemberus-gaap:SeniorNotesMemberwe:SecondLienSeniorSecuredPIKExchangeableNotesMember2023-03-280001813756us-gaap:SubsequentEventMemberwe:PaidInKindPIKMemberus-gaap:SeniorNotesMemberwe:SecondLienSeniorSecuredPIKExchangeableNotesMember2023-03-280001813756us-gaap:SubsequentEventMemberwe:ThirdLienSeniorSecuredPIKExchangeableNotesMemberus-gaap:SeniorNotesMember2023-03-280001813756us-gaap:SubsequentEventMemberus-gaap:SeniorNotesMembersrt:AffiliatedEntityMember2023-03-012023-03-280001813756we:SoftBankDelayedDrawNotesMemberus-gaap:SubsequentEventMemberus-gaap:SeniorNotesMember2023-03-280001813756us-gaap:SubsequentEventMemberwe:ThirdPartyDelayedDrawNotesMemberus-gaap:SeniorNotesMember2023-03-28
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  ___________  to ___________
Commission file number 001-39419
WEWORK INC.
(Exact name of registrant as specified in its charter)
Delaware
85-1144904
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
75 Rockefeller Plaza, 10th floor
New York, NY
(Address of principal executive offices)
10019
(zip code)
(646) 389-3922
Issuer's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 per shareWEThe New York Stock Exchange
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per shareWE WSThe New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes  x   No  o 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero
Accelerated filer
Non-accelerated filer  
o
Smaller reporting company
o
Emerging growth company
o
                
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes ☐   No  x
The aggregate market value of shares of common stock held by non-affiliates at June 30, 2022, was $412,662,765. Shares of Common Stock held by each officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 20, 2023, there were 711,363,722 shares of Class A common stock, par value $0.0001 per share, and 19,938,089 shares of Class C common stock, par value $0.0001 per share, issued and outstanding.


Table of Contents
WeWork Inc.
FORM 10-K
YEAR ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
Page
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.



Table of Contents
Cautionary Note Regarding Forward-Looking Statements
Certain statements made in this Annual Report on Form 10-K (“Form 10-K”) may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although WeWork believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors.
Forward-looking statements in this Form 10-K and in any document incorporated by reference in this Form 10-K may include, for example, statements about:
our ability to consummate the Transactions;
our ability to execute and realize the expected benefits from the Transactions;
the impact of the Transactions on the market price of our securities;
litigation, including the outcome of any legal proceedings that may be instituted against us or others relating to the Transactions;
diversion of our management’s attention away from our business on account of the Transactions;
our ability to raise additional capital in the future;
if the Transactions are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to us on acceptable terms, or at all, which in turn may impact our ability to continue as a going concern;
the adverse impact of failing to consummate the Transactions or otherwise deleveraging on our financial condition, business prospects and the market price of our securities;
the significant costs incurred by us in connection with the Transactions;
our financial and business performance;
the continuing impact of COVID-19 pandemic;
delays in customers and prospective customers returning to the office and taking occupancy, or changes in the preferences of customers and prospective customers with respect to remote or hybrid working, as a result of the COVID-19 pandemic, leading to a parallel delay, or potentially permanent change, in receiving the corresponding revenue;
our projected financial information, anticipated growth rate, and market opportunity;
our ability to maintain the listing of our Class A Common Stock and Warrants on the NYSE;
our public securities’ potential liquidity and trading;
•    our ability to raise additional capital in the future;
our liquidity needs to operate our business and execute our strategy and related use of cash;
the impact of foreign exchange rates on our financial performance;
3

Table of Contents
our ability to execute our restructuring plan relating to our business and our operating model;
our success in retaining or recruiting, or changes required in, our officers, key employees or directors;
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business;
the impact of the regulatory environment and complexities with compliance related to such environment;
our ability to maintain an effective system of internal control over financial reporting;
our ability to grow market share in our existing markets or any new markets we may enter;
our ability to respond to changes in customer demand, geopolitical events, including the conflict in Ukraine, or other disruptions, and general economic conditions, including rising interest rates, inflation, disruptions created by instability in the banking sector, and the impact of such conditions on WeWork and our customers;
the health of the commercial real estate industry;
risks associated with our real estate assets and increased competition in the commercial real estate industry;
our ability to manage our growth effectively;
our ability to achieve and maintain profitability in the future;
our ability to access sources of capital, including debt financing and securitization funding to finance our real estate inventories and other sources of capital to finance operations and growth, and our ability to restructure, refinance, extend or repay our outstanding indebtedness;
our ability to maintain and enhance our products and brand and to attract customers;
our ability to manage, develop and refine our platform for managing and powering flexible work spaces and access to our customer base;
the success of strategic relationships with third parties;
the outcome of any known and unknown litigation and regulatory proceedings;
the anticipated benefits of our partnerships with third parties;
our expectations regarding our exits of underperforming locations, including the timing of any such exits and the ability to retain our members;
the impact of the Transactions on our U.S. federal income tax position, including the availability of utilizing our net operating losses (“NOLs”) to offset any taxes incurred in connection therewith; and
other factors detailed under the section entitled “Risk Factors.”
These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry as well as certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Risk Factors,” and other cautionary statements included in this Form 10-K
4

Table of Contents
and in our other filings with the Securities and Exchange Commission (the "SEC"), which you should consider and read carefully.
We operate in a very competitive and rapidly changing environment and have recently undergone significant changes at the executive and board levels and changes in our planned growth trajectory. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Form 10-K, and our expected future levels of activity and performance, may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. As a result, you should not regard any of these forward-looking statements as a representation or warranty by us or any other person or place undue reliance on any such forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
You should read this Form 10-K and the documents that we reference in this Form 10-K in their entirety and with the understanding that our actual future results may be materially different from our expectations. All of our forward-looking statements are qualified by the cautionary statements contained in this section and elsewhere in this Form 10-K.
Part I.
Item 1. Business
Unless otherwise noted or the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to WeWork Inc. and its consolidated subsidiaries following the Business Combination (as defined below), other than certain historical information which refers to the business of WeWork and its subsidiaries prior to the consummation of the Business Combination. Unless otherwise specified, (i) the financial information set forth below, including revenue and expenses, reflect entities consolidated in the Company’s results of operations, excluding results of operations of our previously consolidated subsidiary, WeWork Greater China Holding Company B.V., which operated our locations in the Greater China region ("ChinaCo") prior to the deconsolidation of ChinaCo (the "ChinaCo Deconsolidation") and (ii) key performance indicators and other operating metrics, such as utilization, square footage and number of members, reflect Consolidated Locations (as defined below). For more detail, please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Key Performance Indicators.”
Who We Are
We are the leading global flexible workspace provider, serving a membership base of businesses large and small through our network of 779 Systemwide Locations (as defined below), including 622 Consolidated Locations as of December 2022. With that global footprint, we have worked to establish ourselves as the preeminent brand within the flexible workspace category, by combining prime locations and unique design with member-first hospitality and exceptional community experiences. Since 2020 under our CEO Sandeep Mathrani's leadership, we have refocused our business on the space-as-a-service model by eliminating non-core ventures and streamlining our operating model. We continue to focus on meeting the growing demand for flexibility, while operating efficiently with a cost-conscious mindset toward the goal of generating free cash flow coupled with profitability, digitizing real estate in order to enhance our product offerings, and expanding and diversifying our membership base.
Our mission is to empower tomorrow’s world at work.

5

Table of Contents
History
In the wake of the 2008 global financial crisis, we opened our first location in lower Manhattan in 2010 to provide entrepreneurs and small businesses with flexible, affordable and community-centered office space. The initial vision was to create environments where people and companies could come together to do what they love. Our value proposition proved to be highly attractive to a range of members, which soon evolved to encompass a growing set of medium- and large-scale businesses, including our Enterprise Members.
Since its inception, we embarked on a high growth path towards global expansion. Within four years, the Company grew to 23 locations across eight cities and opened its first international locations in the United Kingdom and Israel. In 2019, we filed a registration statement in connection with an initial public offering transaction that was later withdrawn. Following the withdrawal of the registration statement related to the proposed initial public offering, SoftBank Group Corp. and certain affiliates thereof (collectively, "SBG") provided us with additional access to capital to support our day-to-day operations, among other things. Subsequently, our board of directors directed a change in leadership.
With a new leadership team comprised of seasoned professionals in the public and private sectors, in 2019, we began to execute a strategic plan to transform our business. This plan included robust expense management efforts, the exit of non-core businesses and material real estate portfolio optimization. Since 2019, we improved our cost structure, yielding significant results:
•    Approximately $2.0 billion decrease in selling, general and administrative expenses for the year ended December 31, 2022 from the year ended December 31, 2019 (excluding approximately $85 million of expenses attributable to ChinaCo, which has since been deconsolidated), including divestitures of non-core assets;
•    Approximately $10.7 billion reduction in aggregate future lease payments from the amendment and/or exit of over 700 leases, including ChinaCo prior to the ChinaCo Deconsolidation, as of December 31, 2019 as compared to December 31, 2022; and
•    Over $2.5 billion improvement to Free Cash Flow (as defined below) for the year ended December 31, 2022 to Free Cash Flow for the year ended December 31, 2019 (excluding approximately negative $400 million in Free Cash Flow attributable to ChinaCo). Free Cash Flow is a measure not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”). See “Management’s Discussion and Analysis of Financial Condition and Key Performance Indicators -— Free Cash Flow” for a reconciliation to the most comparable GAAP metric.
The Business Combination
On October 20, 2021 (the “Closing Date”), WeWork Inc. (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, BowX Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Legacy BowX, and New WeWork Inc., a Delaware corporation formerly known as WeWork Inc. (“Legacy WeWork”). As contemplated by the Merger Agreement, (1) Merger Sub merged with and into Legacy WeWork, with Legacy WeWork surviving as a wholly owned subsidiary of Legacy BowX (the “First Merger”), and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy WeWork merged with and into BowX Merger Subsidiary II, LLC, a Delaware limited liability company (“Merger Sub II”) and a direct, wholly owned subsidiary of Legacy BowX (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”), with Merger Sub II being the surviving entity of the Second Merger. In connection with the closing of the Business Combination, Legacy BowX changed its name to WeWork Inc. and the Company’s Class A common stock began trading on the NYSE under the ticker symbol "WE".
5

Table of Contents
Our Product Offerings
With a significantly improved cost structure and enhanced suite of flexible offerings, we believe that we are well-positioned to serve a shift toward greater workspace flexibility and capitalize on an anticipated post-pandemic rebound. Moving forward, our business strategy will center around three key areas:
    1) our core space-as-a-service business;
    2) WeWork Access, including WeWork All Access and WeWork On Demand; and
3) our workspace management software solution for enterprises and operators, WeWork Workplace.
Core space-as-a-service offering
Our core business offering provides flexibility across space, time and cost. Whether users are looking for a workstation, a private office or a fully customized floor, our members have the flexibility to choose the amount of space they need and scale with WeWork as their business grows. Members also have the option to choose the type of membership that works for them, with a range of flexible offerings that provide access to space on a monthly subscription basis or through a multi-year membership agreement. In addition, a WeWork membership can provide members with portability of cost, giving our members the flexibility to move part or all of an existing commitment to a new market.
Memberships include access to space, in addition to access to certain amenities and services, such as private phone booths, internet, high-speed business printers and copiers, mail and package handling, front desk services, off-peak building access, unique common areas and daily enhanced cleaning. We also offer a range of value-add services designed to support businesses beyond their workspace needs. Currently, we offer business and technical service solutions, including professional employer organization (PEO) and payroll services, remote workforce solutions, human resources benefits, dedicated bandwidth, and IT equipment co-location. These ancillary services cater to the needs of our diverse member network, delivering additional revenue and margin to the Company and increasing member retention.
Beyond the amenities we offer through our memberships, our community team is what sets us apart from other space providers in the industry. With a member-first mindset, our community teams provide an exceptional level of hospitality by not only overseeing onsite operations and supporting day-to-day needs, but by also focusing on cultivating meaningful relationships with and between our members to deliver a premium experience.
Our core business offering has proven to be a compelling way for a broad range of businesses to manage their real estate footprint. Throughout our history, we have aimed to diversify our membership base with a focus on growing commitments from Enterprise Members, who typically enter into longer term agreements and often take space with WeWork across multiple countries using a master membership agreement.
MembershipDecember 2015December 2022
Physical Memberships (in thousands)(1)
35547
Enterprise Physical Membership Percentage(2)
10%+46%
Commitment Length(3)
Month-to-Month100%~5%
2 to 11 Months0%~25%
12+ Months0%~70%
Total Weighted Full Commitment Length~1 month~19 months
6

Table of Contents
(1)Physical memberships are defined as the number of people able to access WeWork’s locations and does not include WeWork All Access memberships or WeMemberships (as defined below).
(2)“Enterprise Physical Membership Percentages” represents physical Enterprise Memberships divided by total Physical Memberships. "Enterprise Memberships" are defined as organizations that have greater than 500 full time employees globally.
(3)Commitment length represents base contract terms, excluding the impact of any extension termination options. The commitment lengths disclosed may include periods for which members have an option to terminate their commitments with a less than 10% penalty.
WeWork Access
Operating our real estate portfolio of 779 Systemwide Locations has allowed us to take steps to make our network of locations digitally accessible to a global consumer base.
WeWork All Access: The WeWork All Access product, launched in late 2020, is a monthly subscription-based model that provides members with access to participating WeWork locations. Through WeWork All Access, members can book workspaces, conference rooms and private offices right from their phones – enabling users to choose when, where and how they work. Over time, assuming opt-in by our licensee partners, our goal is to expand this product by providing members with access to additional locations throughout the world.
WeWork All Access can be purchased by individuals and companies looking for flexible solutions for touch-down space in major urban centers where WeWork has a presence. The product also creates synergies with our space-as-a-service product and can be used together with a dedicated office space solution for enhanced flexibility.
In addition to being available for purchase by individuals and enterprise companies alike, WeWork All Access has also been promoted through a number of successful affinity partnerships with global businesses such as American Express Business and Uber. We believe that the WeWork All Access offering can drive Adjusted EBITDA growth for the Company by further monetizing the WeWork physical footprint and driving demand from a customer base that requires greater optionality and flexibility to the Company’s existing network of spaces.
WeWork On Demand: WeWork’s strategy to digitize its real estate began with the launch of the WeWork On Demand product in 2020, providing users with pay-as-you-go access to book individual workspace or conference rooms at nearby WeWork locations. Since the successful pilot program launch in New York City in 2020, we have expanded our WeWork On Demand offering across the United States and Canada as well as select markets in Europe and our Pacific region.
WeWork Workplace
We believe that the COVID-19 pandemic has accelerated the trends that were previously driving the growth of flexible workspace and that the value proposition of a WeWork membership is more relevant than ever before. As many businesses are now returning to the office after working from home, many are looking for hybrid options that provide the flexibility to streamline their real estate footprints while also maintaining employee productivity and collaboration.
As a result, in order to service the market demand for flexible space, we believe a broader group of traditional real estate owners and operators will incorporate the flexible model that we developed into their own portfolios.
Having spent more than 10 years building a global physical network and developing the systems necessary to operate our flexible products, we believe WeWork is well-positioned to offer landlords, operators, and enterprises a workplace management platform solution for their spaces through WeWork Workplace, a turnkey workspace management solution that leverages WeWork’s property and technology platform. This product enables landlords and operators to power flexible spaces and provide direct access to an established customer base. We believe it also provides enterprises with a seamless and purposeful hybrid work experience by powering online booking, providing meaningful utilization analytics, and
7

Table of Contents
optimizing space across assets. Third-party operators and enterprises pay us a recurring license fee to use WeWork Workplace, enabling us to scale via a capital-light business offering.
In December 2021, WeWork signed its first WeWork Workplace enterprise deal to implement a robust desk-sharing program across locations in 34 cities that are a mix of WeWork locations, owned locations, and non-WeWork locations. In July 2022, the Company launched WeWork Workplace and as of December 2022, over 220 companies have signed onto WeWork Workplace, comprising over 42,000 licenses sold.
As the product gains traction, we believe that WeWork Workplace will provide a new line of revenue for our business while capitalizing on the shift towards flexible space that we are seeing among our landlord and enterprise partners.
Market Overview
In a multi trillion-dollar commercial real estate market transformed by the COVID-19 pandemic, we believe our global brand and network of locations position the Company as the leading flexible space provider.
On a square footage basis, we are one of the largest flexible space providers in the world, operating approximately 43.9 million rentable square feet globally as of December 31, 2022. Our total square footage in the United States and Canada region was 18.3 million rentable square feet as of December 31, 2022. We believe the COVID-19 pandemic has accelerated the shift to flexible workspace, and will increase total flexible workspace penetration beyond these levels.
In many markets, we witnessed accelerated leasing activity in recent months. Although WeWork represented approximately 1% of the total commercial office stock in New York City in the fourth quarter of 2022, our leasing activity during the same period represented the equivalent of 23% of all commercial office leasing activity on a square-foot basis. Our leasing activity represented similar equivalent proportions of overall market leasing activity in other major markets, such as London, Dublin, Boston, and Miami. We believe this further demonstrates the shift to flexible office space in major markets.
We believe that our leadership position in flexible workspace, coupled with a shift in the way people now work, provides a unique and valuable opportunity to serve a growing asset class. Individuals and organizations are streamlining their real estate footprints in an effort to optimize cost structure and de-risk portfolios from long term leases and fixed costs. At the same time, companies are prioritizing the need to maintain productivity, connection and innovation of their workforce while also balancing the health and safety of their employees. As a result, WeWork’s global brand, exceptional real estate portfolio and spectrum of flexible solutions position the Company to meet the needs of employers and employees.
With regard to regions outside of the U.S., we believe that there is significant potential upside. We expect to grow market share globally over time and to continue to offer an expanding real estate portfolio of products and services to meet our members’ needs, driving higher margin revenue growth and further increasing our total addressable market.
Our Strengths
Results-driven leadership team
Under the guidance of Mr. Mathrani, our management team has been revamped. The leadership team has decades of public market experience. During 2022, Mr. Mathrani continued to deliver results focused on cost efficiency and managing the business through the pandemic and return to office period. In December 2022, we crossed a historic milestone of achieving Adjusted EBITDA profitability.
We believe an improved cost structure, combined with strong demand from WeWork members globally presents a defined path to generating Free Cash Flow coupled with positive Adjusted EBITDA.
8

Table of Contents
Leadership has reset the Company’s core values.
Strong oversight from a board of directors with a diverse set of skills, expertise and backgrounds.
Established global brand and operating platform
We have an extensive global footprint of flexible workspace, with a real estate portfolio of 779 systemwide locations in 39 countries, supporting approximately 682 thousand systemwide physical memberships as of December 2022.
60% of 2022 Fortune 100 companies were WeWork members as of the beginning of December 2022.
We have established partnerships with, among others, Blackstone, Boston Properties, Brookfield Properties, FUNO, Hines, Ivanhoe Cambridge, Starwood Capital Group, Tishman Speyer, and VANKE in major markets and have a global network of over 600 landlord relationships.
Compelling value proposition for members
Our extensive global footprint maximizes member flexibility in terms of space, time and location needs.
Members have fast access to high quality, pre-built office space and the ability to scale over time without the commitment of a long-term lease.
The total weighted full commitment length of our memberships has increased from approximately one month in 2015 to approximately 19 months as of December 2022, laying a foundation for what we believe will be predictable and prudent growth.
Proven business model through downturn
We have reorganized our selling, general and administrative costs, as well as our operations costs, to match the needs of our current real estate portfolio.
Our membership base is diverse and stable: 46% of our consolidated total memberships were with Enterprise Members as of December 2022.
We have improved the strength and composition of our real estate portfolio through strategic asset amendments and exits through 2020 to 2022 and expect to continue to do so moving forward.
Liquidity position
As of December 31, 2022, we had $287 million in cash and cash equivalents, $500 million in unissued Secured Notes, and approximately $500 million in secured debt covenant capacity.
In January 2023, the Company issued $250 million of Secured Notes to SVF II (as defined below). The Secured Notes mature in March 2025 and bear interest at 7.5% per annum payable in cash (with a step-up to 11.00%, payable in-kind, from and after February 2024).
In February 2023, the Company amended the Junior LC Tranche, increasing the tranche from $350 million to $470 million and extending its maturity from November 2023 to March 2025.
In March 2023, the Company entered into a series of agreements relating to the Transactions (as defined below), which, if and once implemented, would result in the reduction of the Company’s net debt by approximately $1.5 billion, extend maturity of the Company’s senior notes from 2025 to 2027 and result in additional new funding and rolled over capital commitments of approximately $1.0 billion. See “––The Transactions” below
9

Table of Contents
The Transactions
    In March 2023, the Company and certain of its subsidiaries, including the Issuers (as defined below), 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 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 (each as defined below), SoftBank Vision Fund II-2 L.P. (together with its affiliates, “SVF II”), StarBright WW LP, 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 (as defined below), 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, collectively with the New First Lien Notes, the New Second Lien Notes, the New Third Lien Notes and the New Second Lien Exchangeable Notes, the “New Notes”) and shares of Class A Common Stock, as applicable;
the rollover of $300 million of the $500 million commitment from SVF II under the Secured NPA (as defined below) 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 12.5% 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 and 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
10

Table of Contents
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 12.5% 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.
If implemented, the Transactions would significantly deleverage the Company’s capital structure and bolster liquidity for continued growth. See also “Risk Factors–– Risks Relating to the Company’s Financial Condition––The Company has a history of operating losses and negative cash flow and failure for the Company to fully consummate the Transactions could have a material adverse effect on the Company's business, operating results, financial condition, liquidity and long-term prospects."
Global Operating Structure
To streamline operations and facilitate asset-light expansion outside of the United States, we sometimes enter into joint ventures, strategic partnerships and other similar arrangements. As of December 2022, our operations in China, India, Israel, Japan, and certain countries in Latin America operate pursuant to such arrangements. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Going forward we expect to strategically evaluate the use of these alternative ownership arrangements on a jurisdiction-by-jurisdiction basis for all of our current and future locations.
Sales and Marketing
We sell our memberships and services to companies using a variety of sales and marketing efforts. We have sales representatives organized by market who engage directly with companies. We also have dedicated sales teams that target and service larger enterprise accounts across their global footprint.
Through the expansion of our WeWork On Demand and WeWork All Access products, we have invested in direct-to-consumer marketing capabilities, which we expect to expand over time to include capabilities in digital and social media retargeting.
Properties
We generally lease the real estate for our locations. As of December 2022, we had 779 Systemwide Locations across 39 countries, 259 of which are located in the United States, excluding our corporate headquarters at 75 Rockefeller Plaza, New York, NY, 10019. See Note 28 of the notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for details regarding revenue concentration.
Intellectual Property
The recognition of the WeWork brand is an important component to our success. The Company has obtained a strategic set of intellectual property registrations and applications, including for the WeWork brand, throughout the world.
We police our trademark portfolio globally, including by monitoring trademark registries around the world and investigating digital, online and common law uses in order to learn as soon as possible whether the
11

Table of Contents
relevant parties engage in or plan to engage in conduct that would violate our valuable trademark rights. We monitor registries through the use of robust international subscription watch services, supplemented by periodic manual review. We typically discover or are informed of infringing uses of our trademarks through our internal policing system or by our employees.
We investigate and evaluate each instance of infringement to determine the appropriate course of action, including cease and desist letters, administrative proceedings, cybersquatting actions or infringement actions, if any. Wherever possible, we seek to resolve these matters amicably and without litigation.
In an effort to ensure that registries in countries where we operate or intend to operate remain clear of infringing trademark registrations, we frequently file opposition actions, cancellation actions and other administrative proceedings around the world.
Government Regulation
We are subject to a wide variety of laws, rules, regulations and standards in the United States and foreign jurisdictions. Like other market participants that operate in numerous jurisdictions and across various service lines, we must comply with a number of regulatory regimes. U.S. federal, state and local and foreign laws, rules, regulations and standards include employment laws, health and safety regulations, taxation regimes and laws and regulations that govern or restrict our business and activities in certain regions and with certain persons, including economic sanctions regulations, anti-bribery laws and anti-money laundering laws. Some of our offerings also require registrations, permits, licenses and/or approvals from governmental agencies and regulatory authorities, some or all of which may be costly or time consuming to obtain. A failure to obtain any such registrations, permits, licenses and/or approvals could subject us to penalties for noncompliance.
In addition, as a developer and operator of real estate, we are subject to local land-use requirements, including regulations that govern zoning, use, building and occupancy, regulations and standards that address indoor environmental requirements, laws that require places of public accommodation and commercial facilities to meet certain requirements related to access and use by disabled persons, and various environmental laws and regulations which may require a current or previous owner or operator of real estate to investigate and remediate the effects of hazardous or toxic substances or petroleum product releases on, under, in or from such property.
Furthermore, because we receive, store and use a substantial amount of personally identifiable information received from or generated by our members, we are also subject to laws and regulations governing data privacy, use of personal data and cybersecurity.
Competition
The office space industry, including traditional offices, global real estate providers, regional flexible workspace options and home office spaces, is highly fragmented and is served by large, national or international companies as well as by regional and local companies of varying sizes and resources. As the industry has evolved over the past decade, a growing number of local, national and international competitors have entered the space, including flex office space operators and large office real estate owners that have developed unique flex office offerings within their own portfolios. We believe our differentiated expertise and global footprint offer a significant competitive advantage relative to alternative space providers that will uniquely position WeWork as a global partner of choice.
Human Capital Management
We recognize that people power our business and are at the center of all that we do. We have extraordinarily talented employees all across the world who are dedicated to serving our members and advancing our mission. As of December 31, 2022, we had approximately 4,300 employees, of which approximately 1,900 were located in the United States. A small portion of our employees outside of the
12

Table of Contents
United States are represented by a labor union or workers’ council and covered by collective bargaining agreements.
At WeWork, we also provide a competitive compensation package, with our base salary, cash bonus incentives and equity based awards designed to align with the market and delivered to employees based on eligibility and performance specific to their role. We provide a broad suite of market specific well-being programs for employees and their families, including company subsidized medical benefits, retirement/financial planning, work/life resources, paid leaves and mental health support, in addition to a range of personal and professional development opportunities, such as in-role training, live virtual sessions and access to on-demand learning resources.
We aim to create a workforce that promotes inclusion and fosters diversity. Our inclusion and diversity strategy focuses on proactively creating forums and designing resources to foster a culture of conversation, delivering training programs to increase understanding and change behaviors, and taking deliberate actions that strengthen our diversity pipeline. We support these initiatives through our inclusion and diversity governance structure, which includes a Global Diversity Leadership Council composed of executives and senior leaders, as well as an Office of Inclusion that sets our global inclusion and diversity strategy and supports our voluntary employee-led employee community groups.
Availability of Reports
We make available financial information, news releases and other information on our website: www.wework.com. The information contained on our website shall not be deemed incorporated by reference into this Form 10-K or in any other filing we make under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports, as well as any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge via the U.S. Securities and Exchange Commission's ("SEC") website at www.sec.gov or our website, as soon as reasonably practicable after we file such reports and amendments with, or furnish them to, the SEC.

13

Table of Contents
Item 1A. Risk Factors
In addition to the other information contained in this Form 10-K, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in this Form 10-K before investing in our securities. The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods or are not identified because they are generally common to businesses.
Unless otherwise noted or the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of WeWork and its subsidiaries following the consummation of the Business Combination; except that, with respect to references to the Company’s lease obligations, the “Company” refers to the WeWork subsidiary that is a party to such lease.
Summary of Risk Factors
The price of our Class A Common Stock and warrants may be volatile.
Future resales of Class A Common Stock may cause the market price of our securities to drop significantly, even if our business is doing well.
If analysts do not publish research about our business or if they publish inaccurate or unfavorable research, our stock price and trading volume could decline.
We may not be able to continue to retain existing members, many of whom enter into membership agreements with short-term commitments, or to attract new members in sufficient numbers or at sufficient rates to sustain and increase our memberships or at all.
We have a history of losses and we may be unable to achieve profitability (as determined in accordance with GAAP).
We have a history of operating losses and negative cash flow and failure to fully consummate the Transactions may adversely effect the Company's liquidity and long-term prospects.
Our success depends on our ability to maintain the value and reputation of our brand and the success of our strategic partnerships.
We have reduced and may continue to reduce the overall size of our organization and we are likely to experience voluntary attrition, which may present challenges in managing our business.
We and our subsidiaries may not be able to generate sufficient cash to service all of our indebtedness and other obligations and may be forced to take other actions to satisfy our obligations, which may not be successful.
Our only material assets are our indirect interests in the WeWork Partnership (as defined below), and we are accordingly dependent upon distributions from the WeWork Partnership to pay dividends and taxes and other expenses. Our debt facilities also impose or may in the future impose certain restrictions on our subsidiaries making distributions to us.
We may be subject to securities litigation, which is expensive and could divert management attention.
Our internal control, financial systems and procedures need further development for a public company and a company of our global scale.
14

Table of Contents
We rely on a combination of proprietary and third-party technology systems to support our business and member experience, and, if these systems experience difficulties, our business, financial condition, results of operations and prospects may be materially adversely affected.
Failure to comply with anti-money laundering requirements could subject us to enforcement actions, fines, penalties, sanctions and other remedial actions.
Risks Relating to the Company’s Business
The COVID-19 pandemic had a significant impact on the Company’s business, financial condition, results of operations and cash flows, and recovery from the pandemic may take longer than anticipated.
The global spread and unprecedented impact of COVID-19, including variants of the virus, significantly disrupted and created additional risks to the Company’s and its joint venture partners’ businesses, the industry and the economy.
The COVID-19 pandemic continues to present uncertainty, including with respect to delays in customers and prospective customers returning to the office and changes in the preferences of customers and prospective customers with respect to remote or hybrid work arrangements. This has caused, and may continue to cause, a parallel delay in receiving the corresponding revenue. The Company also experienced a reduction in new sales volume at its locations, which negatively affected, and may continue to negatively affect, the Company’s results of operations. The Company was also, and may continue to be, adversely impacted by member churn, non-payment (or delayed payment) from members or members seeking payment concessions or deferrals or cancellations as a result of the COVID-19 pandemic. In addition, Consolidated Location physical memberships declined, which negatively affected our results of operations throughout 2020 and 2021. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Key Factors Affecting the Comparability of Our Results––COVID-19 and Impact on our Business.” The Company’s business has been and could continue to be adversely impacted by members or potential members considering remote and hybrid office space arrangements and how quickly, if at all, the Company can return to pre-COVID-19 pandemic levels of operations.
The Company may not be able to continue to retain existing members, many of whom enter into membership agreements with short-term commitments, or to attract new members in sufficient numbers or at sufficient rates to sustain and increase its memberships.
The Company principally generates revenues through the sale of memberships. Due to the COVID-19 pandemic, the effect of rising inflation and general economic uncertainty, the Company has experienced, and may continue to experience, higher levels of membership agreement terminations, including terminations of membership agreements prior to the expiration of the committed term. In addition, as economic recovery and return to work patterns may differ significantly in the locations where the Company operates, local and regional membership activity may vary significantly from historical patterns and from aggregated trends. In many cases, members may terminate their membership agreements with the Company at any time upon as little notice as one calendar month, generally for a fee. During the year ended December 31, 2022, on average, approximately 5% of physical memberships were month-to-month commitments and could be terminated in a given month. Similarly, there are also longer-term or multi-year memberships that come up for renewal each month pursuant to the ordinary course terms of the contract, generally evenly throughout the year. During the year ended December 31, 2022, on average, approximately 6% of physical memberships (excluding month-to-month commitments) came up for renewal each month. Members may cancel their memberships for many reasons, including a perception that they do not make sufficient use of the Company’s solutions and services, that they need to reduce their expenses or that alternative work environments may provide better value or a better experience. Negative publicity surrounding the Company may also result in an increase in membership agreement terminations, a decrease in the Company’s ability to attract new members, weaker sales, and slower ramp-up of the Company’s new locations.
15

Table of Contents
The Company’s results of operations could be adversely affected by declines in demand for its memberships. Demand for its memberships has been and may continue to be negatively affected by public health concerns, slow economic recovery following the COVID-19 pandemic, and changing return to work patterns and could also be affected by a number of factors, including geopolitical uncertainty, competition, cybersecurity incidents, decline in the Company’s reputation and saturation in the markets where the Company operates. For example, reduced sales volume as a result of a slower than expected recovery in WeWork’s business following the COVID-19 pandemic and recent economic uncertainty has negatively affected and may continue to affect the Company’s results of operations. Prevailing general and local economic conditions may also negatively affect the demand for its memberships, particularly from current and potential members that are small- and mid-sized businesses and may be disproportionately affected by adverse economic conditions.
If the Company is unable to replace members who may terminate their membership agreements, the Company’s cash flows and the Company’s ability to make payments under its lease agreements may be adversely affected. These same factors that reduce demand for its memberships may not have the same impact on a landlord that has longer commitments from its tenants than the Company has from its members.
The Company must continually add new members both to replace departing members and to expand its current member base. The Company may not be able to attract new members in sufficient numbers to fully replace departing members. In addition, the revenue the Company generates from new members may not be as high as the revenue generated from existing members because of discounts the Company may offer to these new members, which have increased in recent periods, and the Company may incur marketing or other expenses, including referral fees, to attract new members, which may further offset its revenues from these new members. For these and other reasons, the Company could continue to experience a decline in its revenue growth, which could adversely affect its results of operations.
An economic downturn or subsequent declines in market rents may result in increased member terminations and could adversely affect the Company’s results of operations.
While the Company believes that it has a durable business model in all economic cycles, there can be no assurance that this will be the case. A significant portion of the Company’s member base consists of small- and mid-sized businesses and freelancers who may be disproportionately affected by adverse economic conditions. In addition, the Company’s concentration in specific cities magnifies the risk to the Company of adverse localized economic conditions in those cities or the surrounding regions. For the year ended December 31, 2022, the Company generated the majority of its revenue from locations in the United States and the United Kingdom. The majority of the Company’s 2022 revenue from locations in the United States was generated from locations in the greater New York City, San Francisco, and Boston markets. A majority of its locations in the United Kingdom are in London. Economic downturns in these markets or other markets in which the Company is growing its number of locations may have a disproportionate effect on the Company’s revenue and its ability to retain members, in particular among members that are small- and mid-sized businesses, and thereby require the Company to expend time and resources on sales and marketing activities that may not be successful and could impair its results of operations. Additionally, an outbreak of a contagious disease, such as COVID-19 or variants of the virus or any similar illness, has had and may in the future have a disproportionate effect on businesses located in large metropolitan areas (such as those listed above), as larger cities may be more likely to institute a quarantine or “shelter-in-place.” Furthermore, the Company has experienced, and may continue to experience, increased churn and non-payment from members negatively affected by the COVID-19 pandemic. In addition, the Company’s business may be affected by generally prevailing economic conditions in the markets where it operates, which can result in a general decline in real estate activity, reduce demand for its solutions and services and exert downward pressure on its revenue.
16

Table of Contents
The long-term and fixed-cost nature of the Company’s leases may limit the Company’s operating flexibility and could adversely affect its liquidity and results of operations.
The Company’s leases are primarily entered into by and through special purpose entity subsidiaries. The Company currently leases a significant majority of its locations under long-term leases that, with limited exceptions, do not contain early termination provisions. The Company’s obligations to landlords under these agreements extend for periods that generally significantly exceed the length of its membership agreements with its members, which in certain cases may be terminated by the Company’s members upon as little notice as one calendar month. The average length of the initial term of the Company's leases is approximately 15 years, and the average term of its membership agreements is 19 months. As of December 31, 2022, the Company’s subsidiaries’ future undiscounted minimum lease cost payment obligations under signed operating and finance leases was $27.9 billion and committed sales contracts to be recognized as revenue in the future totaled approximately $2.5 billion.
The Company’s leases generally provide for fixed monthly or quarterly payments that are not tied to space utilization or the size of its member base, and nearly all of its leases contain minimum rental payment obligations. There are a small number of leases under a revenue sharing model with no minimum rent amount. As a result, in locations where the Company does not generate sufficient revenue from members at a particular space, including if members terminate their membership agreements with the Company and the Company is not able to replace these departing members or the Company ceases to operate at leased spaces, the Company’s lease cost expense exceeds its revenue. In addition, the Company may not be able to negotiate lower fixed monthly payments under its leases at rates which are commensurate with the rates at which the Company may agree to lower its monthly membership fees, which may also result in its rent expense exceeding its membership and service revenue. At certain locations, the Company has not been able to, and may not be able to, reduce its rent under the lease or otherwise terminate the lease, whether in accordance with its terms or by negotiation.
If the Company experiences a prolonged reduction in revenues at a particular leased location, its results of operations in respect of that space would be adversely affected unless and until the lease expires or the Company is able to assign the lease or sublease the space to a third party or otherwise renegotiate the terms of the lease or an exit from that space. The Company’s ability to assign a lease or sublease for a particular space to a third party may be constrained by provisions in the lease that restrict these transfers without notice to, or the prior consent of, the landlord. Additionally, the Company could incur significant costs if it decides to assign or sublease unprofitable leases, as the Company may incur transaction costs associated with finding and negotiating with potential transferees, and the ultimate transferee may require upfront payments or other inducements. The Company is also party to a variety of lease agreements and other occupancy arrangements, including management agreements and participating leases, containing a variety of contractual rights and obligations that may be subject to interpretation. The Company’s interpretation of such contracts may be disputed by its landlords or members, which could result in litigation, damage to its reputation or contractual or other legal remedies becoming available to such landlords and members and may impact its results of operations.
While the Company’s leases are often held by special purpose entities, the Company’s consolidated financial condition and results of operations depend on the ability of its subsidiaries to perform their obligations under these leases over time. The Company’s business, reputation, financial condition and results of operations depend on the Company’s ongoing compliance with its leases. In addition, the Company provides credit support in respect of its leases in the form of letters of credit, limited corporate guarantees (mostly from a subsidiary of the Company), cash security deposits and surety bonds. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Lease Obligations.” The applicable landlords have and could draw under the letters of credit or demand payment under the surety bonds, which amounts would need to be funded by the Company or one of its subsidiaries, which has adversely affected and could further adversely affect the Company’s financial condition and liquidity. In addition, under the Company’s surety bonds, the applicable surety has the right to increase their collateral to 100% of the outstanding bond amounts, including cash collateral or letters of credit, at any time the surety bonds are outstanding. Some
17

Table of Contents
sureties have already exercised this option. In certain circumstances, landlords have drawn under the letters of credit or demanded payment under the surety bonds in accordance with the terms of the applicable lease and security instrument. In addition, a small number of landlords have sued to enforce the corporate guarantees. The Company is also increasingly pursuing strategic alternatives to pure leasing arrangements, including management agreements, participating leases and other occupancy arrangements with respect to spaces. Some of the Company’s agreements contain penalties that are payable in the event the Company terminates the arrangement.
The Company has a history of losses and it may be unable to achieve profitability (as determined in accordance with GAAP).
The Company had an accumulated deficit of $16.2 billion, $14.1 billion and $9.7 billion as of December 31, 2022, 2021, and 2020, respectively, and had net losses of $2.3 billion, $4.6 billion, and $3.8 billion for the years ended December 31, 2022, 2021, and 2020 respectively. The Company’s accumulated deficit and net losses, which are GAAP financial metrics, historically resulted primarily from the substantial investments required to grow its business, including a significant increase in the number of locations in which the Company operates. The operation of non-core businesses in the past has also contributed to accumulated deficit and net loss historically. The Company’s rapid growth placed a significant strain on the Company’s resources. In addition, the Company has in recent periods incurred restructuring and other related costs in connection with both lease termination charges and lease amendment or exit costs resulting from the Company’s global real estate portfolio optimization efforts as well as employee-related payments resulting from the Company’s workforce realignment. The impacts of the COVID-19 pandemic on the Company’s business have also contributed to the losses incurred during the years ended December 31, 2022, 2021, and 2020.
While the Company has substantially completed a strategic restructuring with the goal of creating a leaner, more efficient organization to support its long-term goal of sustainable growth, there is no assurance that the Company will be successful in realizing the benefits of this plan. The Company’s operating costs and other expenses may be greater than it anticipates, and its investments to make its business and its operations more efficient may not be successful. Increases in the Company’s costs, expenses and investments may reduce its margins and materially adversely affect its business, financial condition and results of operations.
The Company has a history of operating losses and negative cash flow and failure to fully consummate the Transactions could have a material adverse effect on the Company's business, operating results, financial condition, liquidity and long-term prospects
The Company has a history of operating losses, and our capital needs have historically been funded through equity and debt offerings. In March 2023, the Company entered into a series of agreements relating to the Transactions, which, if and once implemented, would result in the reduction of the Company’s net debt by approximately $1.5 billion, extend maturity of the Company’s senior notes from 2025 to 2027 and result in additional new funding and rolled over capital commitments of approximately $1.0 billion.
In the event that we are unable to complete the Transactions or otherwise raise sufficient alternative fundings to reduce the Company's significant debt and enhance its liquidity on acceptable terms, we may be required to delay, limit or curtail our operations or otherwise impede our business strategy, which may have a material adverse effect on our business, operating results, financial condition, and long-term prospects.
These alternative fundings may include (subject to market conditions) capital markets transactions, repurchases, redemptions, exchanges or other refinancings of the Company’s existing debt, the potential issuance of equity securities, the potential sale of additional assets and businesses and/or other strategic transactions and/or other measures. These alternatives involve significant uncertainties, potential delays, significant costs and other risks, and there can be no assurance that any of these alternatives will be available on acceptable terms, or at all, in the current market environment or in the foreseeable future.
18

Table of Contents
The Company’s ability to pursue any alternate transaction will depend on, among other things, the Company’s business plans, operating performance, investor demand and the condition of the capital markets. The agreements governing the Company’s current indebtedness, and that will govern the Company’s indebtedness following the Transactions, also contain or will contain a number of restrictive covenants that impose significant operating and financial restrictions on the Company and may limit its ability to engage in any alternate transaction. The Company’s failure to consummate the Transactions or to otherwise deleverage could have important consequences, including the following:
the Company’s ability to continue as a going concern could be adversely affected;
the Company’s ability to obtain financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements, could be adversely affected;
the Company would be required to dedicate a substantial portion of our cash flows to debt payments instead of for other purposes;
the Company’s ability to attract and retain employees and capitalize on business opportunities may be adversely affected;
the Company could be placed at a competitive disadvantage compared to its competitors that may have less debt;
the Company’s flexibility in planning for and reacting to changes in the industry in which the Company competes could be limited; and
the Company’s vulnerability to general adverse economic conditions could increase.

The Company’s success depends on its ability to maintain the value and reputation of its brand and the success of its strategic partnerships.
The Company’s brand is integral to its business. Maintaining, promoting and positioning the Company’s brand will depend largely on the Company’s ability to provide a consistently high-quality member experience and on its marketing and community-building efforts. To the extent its locations, workspace solutions or product or service offerings are perceived to be of low quality or otherwise are not compelling to new and existing members, the Company’s ability to maintain a positive brand reputation may be adversely affected.
In addition, failure by third parties on whom the Company relies but whose actions it cannot control, such as joint venture partners, general contractors and construction managers who oversee its construction activities, or their respective facilities management staff, to uphold a high and consistent standard of workmanship, ethics, conduct and legal compliance could subject the Company to reputational harm based on their association with it and its brand.
The Company believes that much of its reputation depends on word-of-mouth and other non-paid sources of opinion, including on the internet. Unfavorable publicity or consumer perception or experience of the Company’s solutions, practices, products or services could adversely affect the Company’s reputation, resulting in difficulties in attracting and retaining members, landlords and business partners (including joint venture partners), difficulties in attracting and retaining employees, regulatory scrutiny, litigation, and limiting the success of the Company’s community-building efforts and the range of solutions, products and services the Company is able to offer.
To the extent that the Company is unable to maintain a positive brand reputation organically and to contend with increased competition, the Company may need to increase or enhance its marketing efforts to attract new members, which would increase its sales and marketing expenses both in absolute terms and as a percentage of its revenue.
19

Table of Contents
The Company may be unable to adequately protect or prevent unauthorized use of its intellectual property rights and the Company may be prevented by third parties from using or registering its intellectual property.
To protect its intellectual property rights, the Company relies on a combination of trademark, copyright, trade dress, patent and trade secret protection laws, protective agreements with its employees and third parties and physical and electronic security measures. The Company has obtained a strategic set of intellectual property registrations and applications, including for the WeWork brand, in certain jurisdictions throughout the world. Nevertheless, these applications may not proceed to registration or issuance or otherwise be granted protection. We may not be able to adequately protect or enforce our intellectual property rights or prevent others from copying or using the Company’s intellectual property in certain jurisdictions throughout the world and in jurisdictions where intellectual property laws may not be adequately developed or favorable to the Company. In addition, third parties may attack the Company’s trademarks, including the WeWork brand, by opposing said applications or canceling registrations on a variety of bases, including validity and non-use. Third parties have in the past and may, from time to time in the future, claim that the Company is infringing their intellectual property rights or challenge the validity or enforceability of the Company’s intellectual property rights, and the Company may not be successful in defending these claims. These claims, even if they are without merit, could result in the prevention of the Company registering or enforcing its intellectual property. These claims can also cause the Company to stop using certain intellectual property and force the Company to rebrand or redesign our marketing, product, or technology. Additionally, the agreements and security measures the Company has in place may be inadequate or otherwise fail to effectively accomplish their protective purposes. In some cases, the Company may need to litigate these claims or negotiate a settlement that can include a monetary payment or license arrangement or cause us to stop using certain intellectual property. This may also trigger certain indemnification provisions in third-party license agreements. The Company may be unable to defend its proprietary rights or prevent infringement or misappropriation without substantial expense to it and negatively impact its intellectual property rights.
Third parties may also infringe or misappropriate the Company’s intellectual property rights, including the WeWork brand, and the Company may not be successful in asserting intellectual property rights against third parties. There may be instances where we may need to resort to litigation or other proceedings to enforce our intellectual property rights. Enforcement of this type can be costly and result in counterclaims or other claims against the Company, including action against our trademark applications and registrations.
In addition, we license certain intellectual property rights, including the WeWork brand, to joint venture partners and other third parties, including granting our third-party licensed locations the right to use our intellectual property in connection with their operation of certain locations. If a licensee fails to maintain the quality of the services used in connection with our trademarks, the Company’s rights to and the value of our trademarks could be diminished. Failure to maintain, control and protect the WeWork brand and other intellectual property could negatively affect the Company’s ability to acquire members, and ultimately, negatively affect our business. If the licensees misuse our intellectual property, then this could lead to third-party claims against the Company and could negatively affect the WeWork brand.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal system in certain foreign jurisdictions, particularly those in certain developing countries, do not favor the enforcement of trademarks, patents, trade secrets and other intellectual property protection which could make it difficult for the Company to stop the infringement, misappropriation or other violation of its intellectual property rights, or the marketing of competing products or services in violation of its proprietary rights in these jurisdictions. The Company may not prevail in any such proceedings that it initiates and the damages or other remedies awarded to the Company, if any, may not be commercially meaningful.
20

Table of Contents
If the measures the Company has taken to protect the WeWork brand and its other proprietary rights are inadequate to prevent unauthorized use or misappropriation by third parties or if the Company is prevented from using intellectual property due to successful third-party claims, the value of the WeWork brand and other intangible assets may be diminished and its business and results of operations may be adversely affected.
Cyber-attacks could negatively affect the Company’s business.
The Company has been in the past and may be in the future subject to attempted or actual cyber-attacks or other cyber incidents targeting the Company’s systems and its information. This could result in the breach, theft, loss, or fraudulent use of our or our members’ data, including proprietary or confidential business information and the personal data of our members, employees, and other parties. Although we have implemented security measures and processes designed to protect our systems and the information we maintain, we still may not be able to prevent cyber-attacks and security breaches. Any breach of our systems or data, or failure or alleged failure to adequately prevent or mitigate such a breach, could significantly disrupt our operations, damage our reputation, and give rise to employees, members or government authorities initiating legal or regulatory actions asserting that the Company violated applicable laws and regulations, potentially resulting in significant costs and liabilities and a loss of business that could be material.
The Company is undergoing a transformation in its business plan under new management and there can be no assurances that this new business strategy will be successful.
Following the withdrawal of the Company’s registration statement on Form S-1 in connection with its attempted initial public offering in 2019, there have been substantial changes in the Company’s management and business plan. The Company’s new strategic plan emphasizes achieving positive Adjusted EBITDA through expense management and streamlined operations, focusing on optimizing the Company’s existing real estate portfolio of domestic and international locations and executing well on its current pipeline of locations before seeking growth opportunities.
As part of this plan, beginning in the fall of 2019, the Company began a global review of its locations to optimize its real estate portfolio. This has resulted in strategically executing full or partial lease exits for locations with more limited prospects of profitability. Between December 31, 2019 and December 31, 2022, the Company and its joint venture partners negotiated over 700 lease amendments or exits with landlord partners around the world, resulting in an approximately $10.7 billion reduction to future lease payments and a reduction in total lease security of approximately $3.6 billion, in each case including ChinaCo prior to the ChinaCo Deconsolidation. However, this process is ongoing and there can be no assurance that these efforts will continue to be successful in reducing the Company’s overall lease costs. In connection with these optimization efforts, at certain locations the Company has withheld, is withholding, or may in the future withhold rent payments for some period of time. In a small number of cases, the Company’s real estate portfolio optimization efforts have resulted in litigation threatened or filed by landlords. As the process continues, additional litigation could result and the Company could be exposed to breach of contract, eviction or other claims that could result in direct and indirect costs to the Company and could result in other operational disruptions that could harm the Company's reputation, brand and results of operations. During the years ended December 31, 2022 and 2021, the Company incurred lease-related termination costs in connection with the aforementioned strategic lease terminations, substantially all being equal to or less than the security coverage of each lease. The Company continues to incur such costs and the Company anticipates that there will be additional lease termination fees paid in the future, substantially all of which are expected to be equal to or less than the security coverage of each applicable lease. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations–– Key Factors Affecting the Comparability of Our Results––Restructuring and Impairments.” In addition, as a result of these lease amendments and exits, there is a risk of potential churn or disruption in the member experience for those that are relocated to a nearby building. See “ —The long- term and fixed-cost nature of the Company’s leases may limit its operating flexibility and could adversely affect its liquidity and results of operations.
21

Table of Contents
The Company’s business depends on hiring, developing, retaining and motivating highly skilled and dedicated team members, and failure to do so, including turnover in the Company’s senior management and other key personnel, could have a material adverse effect on the Company’s business.
The Company strives to attract, motivate, and retain team members who share a dedication to the member community and the Company’s vision, but given the increasingly competitive market for talent, the Company may not be successful in doing so. The Company’s U.S.-based team members, including most of its senior management, work for the Company on an at-will basis. Other companies, including competitors, may be successful in recruiting and hiring team members away from the Company, and it may be difficult for the Company to find suitable replacements on a timely basis, on competitive terms or at all.
In addition, the Company has experienced and may continue to experience operational disruptions in the process of building out a new senior management team. Changes to or turnover among senior management or other key personnel could disrupt the Company’s strategic focus or create uncertainty for management, employees, members, partners, landlords and stockholders. These changes, and the potential failure to retain and recruit senior management and other key employees, could have a material adverse effect on the Company’s operations and ability to manage the day-to-day aspects of its business. Unexpected or abrupt departures may result in the failure to effectively transfer institutional knowledge and may impede our ability to act quickly and efficiently in executing our business strategy as we devote resources to recruiting new personnel or transitioning existing personnel to fill those roles.
If the Company is unable to effectively manage employee turnover and retain existing key personnel or timely address its hiring needs or successfully integrate new hires, its employee morale, productivity and retention could suffer, which could adversely affect its business, financial condition and results of operations. In addition, we may experience employee turnover as a result of the ongoing "great resignation" occurring throughout the economy.
Additionally, the success of each of the Company’s new and existing locations depends on its ability to hire and retain dedicated community managers and community team members. If the Company enters new geographic markets and launches new solutions, products and services, the Company may experience difficulty attracting employees in the areas it requires.
The Company has reduced and may continue to reduce the overall size of its organization and is likely to experience voluntary attrition, which may present challenges in managing its business.
During and since the third quarter of 2019, the Company has implemented reductions in its workforce and may consider further reductions in the future. As of December 31, 2022, on a consolidated basis, we had reduced our global workforce by approximately 70% as compared to the third quarter of 2019 and by approximately 2% as compared to December 31, 2021 through reductions in force, voluntary attrition not replaced, divestitures and joint venture arrangements. These workforce reductions have resulted in and may result in the loss of some longer-term employees and expertise and the reallocation and combination of certain roles and responsibilities across the organization, all of which could adversely affect the Company’s operations. Given the complexity and nature of the Company’s business, it must continue to implement and improve its managerial, operational and financial systems, manage its locations and continue to recruit and retain qualified personnel. This could be made more challenging by the workforce reductions and additional measures the Company may take to reduce costs. As a result, the Company’s management may need to divert a disproportionate amount of its attention away from day-to-day strategic and operational activities and devote a substantial amount of time to managing these organizational changes. Further, workforce reductions and additional cost containment measures may have unintended consequences, such as attrition beyond the Company’s intended workforce reductions, reduced employee morale and employment-related litigation. Employees who are not affected by the workforce reductions may seek alternate employment, which could require the Company to obtain additional support at unplanned additional expense.
22

Table of Contents
The Company has significantly moderated and may continue to moderate its growth.
The Company’s historical growth rates prior to the end of 2019 are not expected to be indicative of its future growth. The Company has significantly moderated and may continue to moderate its growth. The Company plans to continue to open locations in which it has already signed a lease while also negotiating strategic lease restructurings and exits as part of its real estate optimization efforts. The Company’s future growth will be driven by a variety of factors, including member demand and the availability of new locations priced at a level that would enable the Company to construct the location and operate it profitably on an individual location basis. As the Company optimizes its real estate portfolio, such opportunities to expand in new and existing geographies may become more limited.
If the Company is unable to maintain or negotiate satisfactory arrangements in respect of spaces that it occupies, its ability to service its members may be impaired.
Subsidiaries of the Company currently lease real estate for the majority of its locations while the Company is pursuing asset-light arrangements such as management agreements, joint ventures and other occupancy arrangements with real estate owners. The Company may not receive the same possessory rights under such alternative arrangements as it does in a traditional landlord-tenant relationship. Instead, the Company’s ability to continue to serve its members at spaces occupied pursuant to these alternative arrangements depends on its relationships with strategic partners.
With respect to leases, the Company’s renewal options are typically tied to the then-prevailing net effective rent in the open market (typically leases include a floor of the rent then in effect under the lease). As a result, increases in rental rates in the markets in which the Company operates, particularly in those markets where initial terms under its leases are shorter, could adversely affect the Company’s business, financial condition, results of operations and prospects.
In addition, the Company’s ability to extend an expiring lease on favorable terms or to secure an alternate location will depend on then-prevailing conditions in the real estate market, such as overall rental cost increases, competition from other would-be tenants for desirable leased spaces and its relationships with current and prospective building owners and landlords, and may depend on other factors that are not within its control. If the Company is not able to renew or replace an expiring lease, it may incur significant costs related to vacating that space, surrendering or restoring any tenant improvements, and redeveloping whatever alternative space it is able to find in such subregion, if any. The Company’s ability to extend an expiring lease on favorable terms may be more difficult as a result of the negative publicity the Company has experienced and the Company's strategic lease restructurings and exits.
In addition, if the Company elects to or is forced to vacate a space, it could lose members who purchased memberships based on the design, location or other attributes of that particular space and may not be interested in relocating to the other spaces it has available. Further, landlords could re-lease vacated spaces in competition with the Company’s other locations.
The Company has engaged in transactions with related parties, and such transactions present possible conflicts of interest and could have an adverse effect on its business and results of operations.
The Company has entered into transactions with related parties, including its significant stockholders, former executive officers and current and former directors and other employees. In particular, all transactions between the Company and SBG (including with respect to the Company’s debt financing arrangements with SVF II are related party transactions. As of December 31, 2022, the aggregate amounts outstanding under the Company’s debt financing arrangements with SBG included $1.1 billion in outstanding letters of credit issued under the Senior LC Tranche, $350 million outstanding under the Junior LC Tranche and $1.65 billion in outstanding indebtedness under the 5.00% Senior Notes, Series I (each as defined below). As of December 31, 2022, the Company had the ability to draw up to $500 million of Secured Notes under the Secured NPA with SVF II, subject to applicable restrictive covenants in the agreements governing the Company’s indebtedness. In January 2023, the Company issued and sold $250 million of Secured Notes to SVF II pursuant to the Secured NPA, as a result of
23

Table of Contents
which $250 million of commitment remains available under the Secured NPA as of the date hereof (which amount, together with any outstanding Secured Notes issued pursuant to the Secured NPA, will be reduced to approximately $446 million in the aggregate from and after February 2024). In February 2023, the commitment under the Junior LC Tranche was increased to $470 million and the commitment under the Senior LC Tranche was reduced to $960 million. For additional information, see “ —Risks Relating to the Company’s Financial Condition—The terms of the Company’s indebtedness restrict its current and future operations, particularly its ability to respond to changes or take certain actions, including some of which may affect completion of the Company’s strategic plan.” In March 2023, the Company entered into certain agreements relating to a series of comprehensive Transactions with certain parties, including SVF II and certain affiliates thereof, which, among other things, would result in the exchange of the 5.00% Senior Notes, Series I, for a combination of newly issued New Second Lien Exchangeable Notes, New Third Lien Exchange Notes and shares of Class A Common Stock and the roll over 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. See “Item 1. Business––The Transactions.” The significant amount of indebtedness owed, and expected to be owed following the consummation of the Transactions, by the Company to SBG and commitments from SBG to or for the benefit of the Company could present possible conflicts of interest that could have an adverse effect on the Company’s business and results of operations. In addition, as further described below, SVF II WW Holdings (Cayman) Limited received warrants to purchase additional stock in connection with certain modifications to the debt financings described above, and received warrants to purchase additional stock in connection with the consummation of the Business Combination. There are and are likely to continue to be other arrangements in which WeWork and SBG are participants related to taxes, corporate governance, debt financings, expense reimbursement and other operations. SBG and certain of its affiliates are substantial stockholders of WeWork and have substantial influence of matters of corporate governance for WeWork, resulting in possible conflicts of interests.
In addition, the Company has in the past entered into several transactions with landlord entities in which an ownership interest is or previously was held by Adam Neumann, the Company’s former chief executive officer and a former member of the Company’s board of directors. See “Certain Relationships and Related Transactions, and Director Independence” for additional information. As part of the Company’s restructuring, the Company is in ongoing discussions to exit certain leases with related parties. Transactions with any landlord entity in which related parties hold ownership interests present potential for conflicts of interest, as the interests of the landlord entity and its stockholders may not align with the interests of the Company with respect to, for example, the exercise of contractual remedies under these leases, such as the treatment of events of default. As is the case for all lease terminations where there are outstanding tenant improvements amounts owed, any forgiveness of tenant improvements owed for related party transactions is treated as consideration for the terminations.
The Company may have achieved more favorable terms if such transactions had not been entered into with related parties and these transactions, individually or in the aggregate, may have an adverse effect on the Company’s business and results of operations or may result in government enforcement actions, investigations or other litigation. Upon the closing of the Business Combination, WeWork adopted a new related party transaction policy that requires the approval of the audit committee for any proposed related party transaction except to the extent that such related party transaction has been approved by the disinterested members of the board of directors of the Company. Following the Business Combination, the Board also formed a special committee of independent directors to review, evaluate and negotiate certain transactions involving SBG given its and its affiliates' ownership interests in the Company and representation on the Board.
Additionally, the Company has agreed to indemnify certain of its current and former directors and executive officers and stockholders under the WeWork Amended and Restated Certificate of
24

Table of Contents
Incorporation (the "Charter") and various other agreements. In 2022, the Company agreed to reimburse certain indemnified parties for certain legal expenses incurred and may be required to pay more in legal fees related to these indemnifications in the future. These indemnification arrangements and associated payments may have an adverse effect on the Company’s business and results of operations.
The Company has entered into an agreement that grants Mr. Neumann board observer rights, although Mr. Neumann has not exercised such rights to-date. Beginning on February 26, 2022, Mr. Neumann, or if requested by SBG, a designee of Mr. Neumann’s (who shall be subject to SBG’s approval), shall have the right to observe meetings of WeWork’s board of directors (and certain committees thereof) in a non-voting observer capacity. Mr. Neumann, or his designee, is also entitled to copies of written materials provided to directors, subject to certain conditions as set forth in the agreement. Mr. Neumann’s observer rights shall terminate when he ceases to beneficially own equity securities of WeWork (including WeWork Partnership Class A Common Units) 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).
Although we expect that Mr. Neumann or his representative may express views or may ask questions at board meetings, there is no contractual entitlement beyond attending such meetings in a customary nonvoting observer capacity, and the Company's board and committee meetings would be presided over by the relevant chairpersons and subject to such procedures governing conduct of the meeting as may be adopted by the board or relevant committee. The agreement governing the observer right does not entitle Mr. Neumann to participate in any conversations among directors outside of formal meetings of our board and its applicable committees. Similarly, the agreement does not give Mr. Neumann the right to influence decisions to be made or actions to be taken by the WeWork board or committees. Mr. Neumann will participate in meetings of the WeWork board and its applicable committees as a nonvoting board observer — not as a director.
The agreement governing the observer right requires that Mr. Neumann or his representative agree to hold in confidence all information provided under such agreement. WeWork has also reserved the right under such agreement to withhold information and exclude Mr. Neumann or his representative from any meeting or portion thereof to the extent reasonably likely to adversely affect the attorney-client privilege between WeWork and its counsel or result in disclosure of trade secrets or a conflict of interest, or if there has been a violation of Mr. Neumann’s restrictive covenant obligations to WeWork.
A significant part of the Company’s international growth strategy and international operations may be conducted through joint ventures or other management arrangements.
The Company’s international growth strategy includes and has historically included entering into joint ventures or franchise agreements in non-U.S. jurisdictions, such as Latin America, Israel, Greater China, Japan, South Africa and the broader Asia-Pacific region. The Company’s success in these regions is therefore partially dependent on third parties whose actions the Company cannot control.
Certain changes to those arrangements occurred during 2020. In April 2020, the Company closed the PacificCo Roll-up (as defined below) and issued 28,489,311 shares of convertible Legacy WeWork Series H-1 Preferred Stock to SVF Endurance (Cayman) Limited ("SVFE"), making WeWork Asia Holding Company B.V. (“PacificCo”) a wholly owned subsidiary of the Company.
On September 3, 2020, affiliates of Trustbridge Partners ("TBP") signed definitive investment documentation with WeWork Greater China Holding Company B.V. ("ChinaCo") and its shareholders pursuant to which (i) certain affiliates of TBP agreed to invest $200 million in ChinaCo in exchange for newly issued preference shares of ChinaCo and (ii) other ChinaCo shareholders (including the Company and SVFE) agreed to have their interests in ChinaCo restructured (the “Trustbridge Transaction”). The initial closing of the Trustbridge Transaction occurred on October 2, 2020, resulting in affiliates of TBP becoming the controlling and largest shareholders of ChinaCo. The Company’s joint venture with affiliated investment funds of SVFE in Japan is expected to continue.
25

Table of Contents
Separately, the Company intends, as part of its strategic plan, to pursue additional joint ventures and other strategic partnerships, including management agreements and alternative deal structures with variable rent. In particular, the Company is building a framework to further support joint venture, franchise, and/or licensing arrangements under which it may transfer a controlling equity interest in its operations in certain markets to a local partner while earning a percentage of revenue from, and in some cases retaining minority ownership in, such operations. For example, in June 2021, we closed a transaction with Ampa Group (“Ampa”), one of the leading real estate companies in Israel, pursuant to which Ampa will have the exclusive right to operate WeWork’s business in Israel (the “Israel Transaction”). In September 2021, an affiliate of SBG and the Company also closed on the formation of a new joint venture (“LatamCo”) to operate the Company’s businesses in Brazil, Mexico, Colombia, Chile and Argentina under the WeWork brand and in February 2022 the Company's business in Costa Rica became part of LatamCo. In March 2023, we closed a transaction with SiSebenza group (“SiSebenza”), a pan-African real estate investor, pursuant to which SiSebenza will assume ownership of WeWork’s existing business in South Africa and will have exclusive rights to operate and grow the WeWork franchise across South Africa, Ghana, Kenya, Nigeria, Mauritius and (the “Africa Transaction”).

The Company’s partners in these joint ventures and other arrangements may have interests that differ from those of the Company, and the Company may disagree with its partners as to the resolution of a particular issue or as to the management or conduct of the business in general. These arrangements may also carry high inherent anti-corruption compliance risk and lead to anti-corruption violations and related enforcement actions. In addition, the Company has entered into and may continue to enter into agreements that provide its partners with exclusivity or other preemptive rights in agreed-upon geographic areas, which may limit the Company’s ability to pursue business opportunities in the manner that the Company desires. Generally, in a joint venture or franchise relationship, we have undertaken not to operate our business in the specific region other than through the party who has entered into an agreement with WeWork. These agreements also generally contain non-compete provisions whereby we agree not to compete with the counterparty in the applicable region and agree to provide an opportunity for the counterparty to participate in new ventures launched by the Company in the applicable region.
The Company’s strategic business plan includes, among other elements, optimization of its real estate portfolio and the development of a joint venture model, and any such optimization and joint venture efforts may not be successful.
As part of the Company’s strategic plan, it intends to pursue growth through localized, market-driven models. In particular, the Company intends to pursue joint venture or franchise arrangements in which the Company licenses, for a fee to an operator of flexible space in a location in which we do not operate, the use of the WeWork technology and services for managing and powering flexible work spaces and access to our customer base. These business models are unproven and there can be no assurance that the Company will be successful in these efforts.
Some of the counterparty risks the Company faces with respect to its members are heightened in the case of Enterprise Members.
Enterprise Members, which often sign membership agreements with longer terms and for a greater number of memberships than other non-Enterprise Members, accounted for 46%, 48%, and 49% of the Company’s total membership and service revenue for the years ended December 31, 2022, 2021, and 2020, respectively. Memberships attributable to Enterprise Members generally account for a high proportion of the Company’s revenue at a particular location, and some of its locations are occupied by just one Enterprise Member. In addition, increasing Enterprise Members is a continuing part of the Company’s overall strategy. A default by an Enterprise Member under its agreement with the Company could cause a significant reduction in the operating cash flow generated by the location where that Enterprise Member is situated. The Company would also incur certain costs following an unexpected vacancy by an Enterprise Member. Given the greater amount of space generally occupied by any Enterprise Member relative to the Company’s other members, the time and effort required to execute a definitive agreement with an Enterprise Member is greater than the time and effort required to execute membership agreements with individuals or small- or mid-sized businesses, and accordingly, replacing an
26

Table of Contents
Enterprise Member after an unexpected vacancy by such Enterprise Member could require a significant amount of the Company’s time, energy and resources. In addition, in some instances, the Company offers configured solutions that require it to customize the workspace to the specific needs and brand aesthetics of the Enterprise Member, which may increase its build-out costs and its net capital expenditures per workstation added. If Enterprise Members were to delay commencement of their membership agreements, fail to make membership fee payments when due, declare bankruptcy or otherwise default on their obligations to the Company, the Company may be forced to terminate the membership agreements of such Enterprise Members with the Company, which could result in sunk costs and transaction costs that are difficult or impossible for the Company to recover.
The Company is exposed to risks associated with the development and construction of the spaces it occupies.
Opening new locations subjects the Company to risks that are associated with development projects in general, such as delays in construction, contract disputes and claims, fines or penalties levied by government authorities relating to the Company’s construction activities, and reliance on third parties for products used in the Company’s locations. The Company may also experience delays opening a new location as a result of delays by the building owners or landlords in completing their base building work or as a result of its inability to obtain, or delays in its obtaining, all necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations. The Company traditionally has sought to open new locations on the first day of a month and delays, even if the delay only lasts a few days, can cause it to defer opening a new location by a full month. Failure to open a location on schedule may damage the Company’s reputation and brand and may also cause it to incur expenses in order to rent and provide temporary space for its members or to provide those members with discounted membership fees.
In developing its spaces, the Company generally relies on the continued availability and satisfactory performance of unaffiliated third-party general contractors and subcontractors to perform the actual construction work and, in many cases, to select and obtain certain building materials, including in some cases from sole- source suppliers of such materials. As a result, the timing and quality of the development of the Company's occupied spaces depends on the performance of these third parties on the Company’s behalf.
The Company does not have long-term contractual commitments with general contractors, subcontractors or materials suppliers, except for pricing agreements with certain major materials suppliers. The prices the Company pays for the labor or materials provided by these third parties, or other construction-related costs, could unexpectedly increase, which could have an adverse effect on the viability of the projects the Company pursues and on its results of operations and liquidity. Skilled parties and high-quality materials may not continue to be available at reasonable rates in the markets in which the Company pursues its construction activities.
In addition, the Company sources some of the products that it uses in its spaces from third-party suppliers. Although the Company tests the products it purchases from these third-party suppliers, the Company may not be able to identify any or all defects associated with those products. If a member or other third party were to suffer an injury from the products the Company uses in its space, the Company may suffer damage to its reputation, and may be exposed to possible liability.
The people the Company engages in connection with a construction project are subject to the usual hazards associated with providing construction and related services on construction project sites, which can cause personal injury and loss of life, damage to or destruction of property, plant and equipment, and environmental damage. The Company’s insurance coverage may be inadequate in scope or coverage amount to fully compensate it for any losses it may incur arising from any such events at a construction site it operates or oversees. In some cases, general contractors and their subcontractors may use improper construction practices or defective materials. Improper construction practices or defective materials can result in the need to perform extensive repairs to the Company’s spaces, loss of revenue
27

Table of Contents
during the repairs and, potentially, personal injury or death. The Company also can suffer damage to its reputation, and may be exposed to possible liability, if these third parties fail to comply with applicable laws.
The Company incurs costs relating to the maintenance, refurbishment and remediation of its spaces.
The terms of its leases generally require that the Company ensure that the spaces it occupies are kept in good repair throughout the term of the lease. The terms of its leases may also require that the Company remove certain fixtures and improvements to the space or return the space to the landlord at the end of the lease term in the same condition it was delivered to the Company, which, in such instances, will require removing all fixtures and improvements to the space at the end of the lease term. The costs associated with this maintenance, removal and repair work may be significant and vary depending on the lease.
The Company also anticipates that it will be required to periodically refurbish its spaces to keep pace with the changing needs of its members. Extensive refurbishments may be more costly and time-consuming than the Company expects and may adversely affect the Company’s results of operations and financial condition. The Company’s member experience may be adversely affected if extensive refurbishments disrupt its operations at its locations.
Supply chain interruptions and certain payment processes may increase the Company’s costs or reduce its revenues.
The Company depends on the effectiveness of its supply chain management systems to ensure reliable and sufficient supply, on reasonably favorable terms, of materials used in its construction and development and operating activities, such as furniture, lighting, millwork, wood flooring, security equipment and consumables. The materials the Company purchases and uses in the ordinary course of its business are sourced from a wide variety of suppliers around the world. Disruptions in the supply chain have resulted and may continue to result from the COVID-19 pandemic, and may also result from weather-related events, natural disasters, pandemics, trade restrictions, tariffs, border controls, acts of war, terrorist attacks, third-party strikes or ineffective cross dock operations, work stoppages or slowdowns, shipping capacity constraints, supply or shipping interruptions or other factors beyond the Company's control. In the event of disruptions in the Company’s existing supply chain, the labor and materials it relies on in the ordinary course of its business may not be available at reasonable rates or at all. In some cases, the Company may rely on a single source for procurement of construction materials, services or other supplies in a given region. Any disruption in the supply of certain materials could disrupt operations at the Company’s existing locations or significantly delay its opening of a new location, which may cause harm to its reputation and results of operations.
In addition, third-party suppliers may require payment upfront or deposits. As a result, the Company may not be able to obtain the most favorable pricing, which may increase the Company’s costs or reduce its revenues. Additionally, lowered credit limits provided by a number of the Company’s suppliers may limit its purchasing power.
If the Company’s pricing and related promotional and marketing plans are not effective, its business and prospects may be negatively affected.
The Company’s business and prospects depend on the impact of pricing and related promotional and marketing plans and its ability to adjust these plans to respond quickly to economic and competitive conditions. If the Company’s pricing and related promotional and marketing plans are not successful, or are not as successful as those of competitors, its revenue, membership base and market share could decrease, thereby adversely impacting its results of operations.
If we are unable to maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our securities may be harmed.
28

Table of Contents
Pursuant to Section 404 ("Section 404") of the Sarbanes-Oxley Act (the "Sarbanes-Oxley Act”) and the related rules adopted by the SEC and the Public Company Accounting Oversight Board, our management is required to report on the effectiveness of our disclosure controls and internal control over financial reporting. During the year ended December 31, 2022, we were a “smaller reporting company” as defined under the Exchange Act and, as a non-accelerated filer, we were not yet subject to the requirement under Section 404 that our auditor deliver an attestation report on the effectiveness of our disclosure controls and internal control over financial reporting. Following our transition to accelerated filer status, we are required to include in this Form 10-K an attestation report on the effectiveness of our disclosure controls and internal control over financial reporting. If we are unable to maintain effective internal control over financial reporting, we may not have adequate, accurate or timely financial information, and we may be unable to meet our reporting obligations as a public company or comply with the requirements of the SEC or Section 404. This could result in a restatement of our financial statements, the imposition of sanctions, including the inability of registered broker dealers to make a market in our common stock, or investigation by regulatory authorities. Any such action or other negative results caused by our inability to meet our reporting requirements or comply with legal and regulatory requirements or by disclosure of an accounting, reporting or control issue could adversely affect the trading price of our securities and our business. Material weaknesses in our internal control over financial reporting could also reduce our ability to obtain financing or could increase the cost of any financing we obtain. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.
Additionally, we do not expect that our internal control systems, even if deemed effective and well established, will prevent all errors and all fraud. Internal control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
The Company relies on a combination of proprietary and third-party technology systems to support its business and member experience, and, if these systems experience difficulties, the Company’s business, financial condition, results of operations and prospects may be materially adversely affected.
The Company uses a combination of proprietary technology and technology provided by third-party service providers to support its business and its member experience. For example, the WeWork app, which the Company developed in-house but which incorporates third-party and open source software, connects local communities and develops and deepens connections among its members, both at particular spaces and across its global network.
The Company also uses technology of third-party service providers to help manage the daily operations of its business. For example, the Company relies on its own internal systems as well as those of third-party service providers to process membership payments and other payments from its members.
To the extent the Company experiences difficulties in the development or operation of technologies and systems the Company uses to manage the daily operations of its business or that the Company makes available to its members, the Company’s ability to operate its business, retain existing members and attract new members may be impaired. The Company may not be able to attract and retain sufficiently skilled and experienced technical or operations personnel and third-party contractors to operate and maintain these technologies and systems, and its current product and service offerings may not continue to be, and new product and service offerings may not be, supported by the applicable third-party service providers on commercially reasonable terms or at all.
Moreover, the Company may be subject to claims by third parties who maintain that its service providers’ technology infringes the third party’s intellectual property rights. Although the Company’s agreements with its third-party service providers often contain indemnities in the Company’s favor with respect to these eventualities, the Company may not be indemnified for these claims or the Company may not be successful in obtaining indemnification to which the Company is entitled.
29

Table of Contents
Also, any harm to the Company's members’ or third party service providers’ personal computers or other devices caused by its or a third party service provider’s software, such as the WeWork app, WiFi or other sources of harm, such as hackers or computer viruses, could have an adverse effect on the member experience, the Company’s reputation and its results of operations and financial condition.
The Company uses third-party open source software components, which may pose particular risks to its proprietary software, technologies, products and services in a manner that could negatively affect the Company’s business.
The Company uses open source software in its WeWork app and other services and will continue to use open source software in the future. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. To the extent that the Company’s services depend upon the successful operation of open source software, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our app or other services and injure our reputation.
Some open source licenses contain requirements that licensees make available source code for modifications or derivative works created based upon the type of open source software used, or grant other licenses to intellectual property. If the Company combines its proprietary software with open source software in a certain manner, it could, under certain open source licenses, be required to release or license the source code of its proprietary software to the public. From time to time, the Company may be subject to claims claiming ownership of, or demanding release of, the source code for such open source software, the software and/or derivative works that are developed using such open source licensed software, requiring the Company to provide attributions of any open source software incorporated into its distributed software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require the Company to purchase a costly license or require the Company to devote additional resources to re-engineer its software or change its products or services, any of which could have an adverse effect on the Company’s business and results of operations.
If the Company’s proprietary information or data it collects and stores, particularly billing and personal data, were to be accessed by unauthorized persons, the Company’s reputation, competitive advantage and relationships with its members could be harmed and its business could be materially adversely affected.
The Company generates and processes significant amounts of proprietary, sensitive and otherwise confidential information relating to its business and operations, including confidential and personal data relating to its members, potential members, suppliers, business partners, employees and potential employees. The data are maintained on the Company’s own systems as well as the systems of third-party service providers.
Similar to other companies, the Company’s information technology systems face the threat of insider threats or cyber-attacks, such as security breaches, exfiltration, phishing scams, malware and denial-of-service attacks. The Company’s systems or the systems of its third-party service providers could experience unauthorized intrusions or inadvertent data breaches, which could result in the exposure or destruction of the Company’s proprietary information or members’ data and the disruption of business operations.
Because techniques used to obtain unauthorized access to systems or sabotage systems change frequently and may not be known until launched against the Company or its service providers, the Company and its service providers may be unable to anticipate these attacks or implement adequate preventative measures. In addition, any party who is able to illicitly obtain identification and password credentials could potentially gain unauthorized access to the Company’s systems or the systems of its third-party service providers. If any such event occurs, the Company may have to spend significant capital
30

Table of Contents
and other resources to notify affected individuals, regulators and others as required under applicable law, mitigate the impact of the event and develop and implement protections to prevent future events of that nature from occurring. From time to time, employees make mistakes with respect to security policies that are not always immediately detected by compliance policies and procedures. These can include errors in software implementation or a failure to follow protocols and patch systems. Employee errors, even if promptly discovered and remediated, may disrupt operations or result in unauthorized disclosure of confidential information. The Company has experienced unauthorized breaches of its systems in the past, which the Company believes did not have a material effect on its business.
If a data security incident occurs, or is perceived to have occurred, the Company may be the subject of negative publicity and the perception of the effectiveness of its security measures and its reputation may be harmed, which could damage the Company’s relationships and result in the loss of existing or potential members and adversely affect its results of operations and financial condition. In addition, even if there is no compromise of member information, the Company could incur significant regulatory fines, be the subject of litigation or enforcement proceedings or face other claims. In addition, the Company’s insurance coverage may not be sufficient in type or amount to cover it against claims related to security breaches, cyber-attacks and other related data and system incidents.
If new operating rules or interpretations of existing rules are adopted regarding the processing of credit cards and the Company is unable to comply with such new rules or interpretations, the Company could lose the ability to give members the option to make electronic payments, which could result in the loss of existing or potential members and adversely affect the Company's business.
The Company’s reputation, competitive advantage, financial position and relationships with its members could be materially harmed if the Company is unable to comply with complex and evolving data protection and privacy laws and regulations, and the costs and resources required to achieve compliance may have a materially adverse impact on its business.
The processing, collecting, and use of personal data is governed by privacy laws and regulations enacted in the jurisdictions in which the Company operates. These laws and regulations continue to evolve and may be inconsistent from one jurisdiction to another. Having to comply with varying privacy laws and regulations increases the cost and complexity of doing business.
For example, the Company is subject to the European Union’s (“EU”) and United Kingdom’s (“UK”) General Data Protection Regulation (“GDPR”). The GDPR imposes significant obligations on entities that process personal data originating in the European Economic Area. Because the EU and UK GDPR are still relatively recent, their interpretation continues to evolve, leading to significant uncertainty concerning their interpretation and enforcement. Brazil, South Africa, and several other countries have enacted similar data protection laws.
European Union (“EU”) legislators are preparing a new privacy regulation to amend and replace the ePrivacy Directive (2002/58/EC). This change in the law on an EU level may have significant impact on the legal requirements for electronic communication including the operation of and user interaction with websites (such as possibly requiring browsers to block access and use of device data and storage by default) and the placement of cookies and similar technologies. Other governmental authorities in the markets in which the Company operates are also considering additional and potentially diverging legislative and regulatory proposals that would increase the level and complexity of regulation on Internet display, disclosure and advertising activities. Additionally, there is currently increased attention on cookies and tracking technologies in Europe and elsewhere, with EU regulators taking a strict approach to enforcement in this area. These changes could lead to substantial costs, require system changes, limit the effectiveness of the Company’s marketing activities and subject the Company to additional liabilities.
The persistent uncertainty about data transfers from the EU and what transfer mechanisms and safeguards are compliant with the GDPR presents a challenge to all entities who transfer data outside the US, including the Company. This uncertainty could lead to non-compliance resulting in governmental
31

Table of Contents
enforcement actions, litigation, fines and penalties or adverse publicity which could have an adverse effect on our reputation and business.
Additionally, the California Consumer Privacy Act (“CCPA”), which provides enhanced data privacy rights for consumers and new operational requirements for companies, was further expanded by the California Privacy Rights Act, with the majority of the new provisions becoming effective on January 1, 2023. The CCPA gives California residents the right to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is collected, used, and shared. The CCPA provides for civil penalties for violations, and creates a private right of action for security breaches that could lead to consumer class actions and other litigation against the Company. Other U.S. states have adopted or are in the process of considering legislation similar to California’s legislation, and the U.S. Congress is considering such legislation. This trend may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, and could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies. In addition, these legal authorities co-exist with general consumer protection and privacy laws that are actively enforced in connection with privacy and data protection that affect commerce, and there are a number of private lawsuits that have been filed in the U.S. under various common law and statutory legal theories based on the placement of cookies and similar technologies and other privacy practices. The costs of compliance with, and other burdens imposed by these and other international data privacy laws could have a materially adverse impact on the Company’s business. Any failure or perceived failure by the Company to comply with U.S. or international data privacy and security laws, including requirements around data subject rights, data transfers, data deletion, and appropriate controls, could expose the Company to regulatory enforcement actions, fines, private lawsuits or reputational damage.
Failure to comply with marketing and consumer protection laws could result in fines or restrict the Company’s business practices.
The Company is expanding its business through new digital and e-commerce products. The Company may not be in compliance with consumer protection laws (such as Procuraduria Federal del Consumidor and Restore Online Shoppers’ Confidence Act), unfair contract clauses, sales, marketing and advertising laws or other similar laws in certain jurisdictions. These laws, as well as any changes in these laws, could negatively affect current or planned digital and e-commerce product offerings and subject the Company to regulatory review and fines and an increase in lawsuits. Consumer protection laws may be interpreted or applied by regulatory authorities in a manner that could require the Company to make changes to its operations or incur fines, penalties, litigation or settlement expenses and refunds which may result in harm to its business.
The Company has not obtained and may not obtain all regulatory approvals from government agencies and may not be in compliance with telecommunications laws associated with the Company’s anticipated product offerings prior to marketing and launching these products in certain jurisdictions. If the Company does not comply with any current or future state regulations that apply to its business, the Company could be subject to substantial fines and penalties and may have to restructure its product offerings, exit certain markets, or raise the price of its products, any of which could ultimately harm its business and results of operations. Any enforcement action by the regulators, which may be a public process, could hurt the Company’s reputation in the industry, impair its ability to sell products to its customers and harm its business.
The Company plans to continue operating its business in markets outside the United States, which will subject it to risks associated with operating in foreign jurisdictions.
Expanding operations into markets outside the United States was historically an important part of the Company’s growth strategy. The Company expects that operations in markets outside the United States will continue to represent a significant portion of its business in the coming years.
32

Table of Contents
While the Company plans to prioritize operating internationally in certain markets through localized, market-driven models, including through joint ventures, the success and profitability of its business in non-U.S. markets will continue to depend on its ability to attract local members. The solutions, products and services the Company, or its joint venture partners, offers or determines to offer in the future may not appeal to potential members in all markets in the same way it appeals to its members in markets where the Company currently operates. In addition, local competitors may have a substantial competitive advantage over the Company in a given market because of their greater understanding of, and focus on, individuals and organizations in that market, as well as their more established local infrastructure and brands. The Company may also be unable to hire, train, retain and manage the personnel the Company requires in order to manage its international operations effectively, on a timely basis or at all, which may limit the Company’s ability to operate effectively in these markets and negatively impact its financial performance in these markets. Further, the Company may experience variability in the terms of its leases (including rent per square foot) and in its capital expenditures as the Company moves into new markets.
Operating in international markets, which may require operating through new localized, market-driven models in accordance with the Company’s strategic plan, requires significant resources and management attention and subjects the Company to regulatory, economic and political risks that may be different from and incremental to those that the Company faces in the United States, including:
•    the need to adapt the design and features of its locations and products and services to accommodate specific cultural norms and language differences;
•    difficulties in understanding and complying with local laws and regulations in foreign jurisdictions, including local labor laws, tax laws, environmental regulations and rules and regulations related to occupancy of its locations;
•    varying local building codes and regulations relating to building design, construction, safety, environmental protection and related matters;
•    significant reliance on third parties with whom the Company may engage in joint ventures, strategic alliances or ordinary course contracting relationships whose interests and incentives may be adverse to or different from the Company’s or may be unknown to the Company;
•    varying laws, rules, regulations and practices regarding protection and enforcement of intellectual property rights, including trademarks;
•    varying marketing and consumer protection laws, regulations and related practices;
•    laws and regulations regarding consumer and data protection, telecommunications requirements, privacy and security, and encryption that may be more restrictive than comparable laws and regulations in the United States;
•    corrupt or unethical practices in foreign jurisdictions that may subject the Company to compliance costs, including competitive disadvantages, or exposure under applicable anti-corruption and anti- bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”);
•    compliance with applicable export and import controls and economic and trade sanctions, such as sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control;
•    fluctuations in currency exchange rates and compliance with foreign exchange controls and limitations on repatriation of funds; and
•    unpredictable disruptions as a result of security threats or political or social unrest and economic instability.
33

Table of Contents
Finally, continued expansion in markets outside the United States may require significant financial and other investments. These investments include developing relationships with local partners and third-party service providers, property sourcing and leasing, marketing to attract and retain new members, developing localized infrastructure and services, further developing corporate capabilities able to support operations and international trade compliance in multiple countries, and potentially entering into strategic transactions with companies based outside the United States and integrating those companies with the Company’s existing operations. If the Company continues to invest time and resources to expand its operations outside the United States, but cannot manage these risks effectively, the costs of doing business in those markets, including the investment of management attention, may be prohibitive, or the Company’s expenses may increase disproportionately to the revenue generated in those markets.
As the Company continues to grow in new and existing markets using varying models, certain metrics may be impacted by the geographic mix of its locations. While the Company intends to pursue profitable growth in accordance with its strategic plan, the Company’s overall results of operations could be negatively impacted if lower margin markets, including markets such as Latin America and Southeast Asia, were to become a larger portion of the Company’s real estate portfolio. Margins may also be negatively impacted by an increase in the percentage of the real estate portfolio subject to joint venture arrangements, which may reduce the Company’s down-side risk but could also limit up-side potential as we share in profits with our partners.
The Company faces risks arising from strategic transactions such as acquisitions, divestitures, joint ventures, strategic partnerships and other similar arrangements that it evaluates, pursues and undertakes.
The Company periodically evaluates potential strategic transactions such as acquisitions, divestitures, joint ventures, strategic partnerships and other similar arrangements, and it has historically pursued and undertaken certain of those opportunities. The process of acquiring and integrating another company or technology or entering into a strategic partnership alliance or joint venture could create unforeseen operating difficulties and expenditures and could entail unforeseen liabilities that are not recoverable under the relevant transaction agreements or otherwise.
On March 1, 2022, WeWork closed the acquisition of Common Desk, a Dallas-based coworking operator with 23 locations in Texas and North Carolina, that operates a majority of its locations under asset-light management agreements with landlords to minimize operational and capital expenses. There can be no assurance that we will realize the anticipated benefits of the acquisition of Common Desk.
The Company also previously divested certain assets or businesses that no longer fit with its strategic direction or growth targets, including businesses that the Company had acquired. For example, the Company has divested several non-core businesses, including Meetup Holdings, Inc. ("Meetup"), Managed by Q Inc. ("Managed by Q"), Flatiron School LLC and its affiliates ("Flatiron"), Effective Technology Solutions, Inc.("SpaceIQ"), Teem Technologies, Inc. ("Teem"), Conductor Inc. ("Conductor") and Fieldlens.
Furthermore, to streamline operations and facilitate asset-light expansion outside of the United States, the Company sometimes enters into joint ventures, strategic partnerships and other similar arrangements in which the Company licenses, for a fee, to an operator of flexible space in a location in which we do not operate, the use of WeWork’s technology and services for managing and powering flexible work spaces and access to our customer base. Currently, our operations in China, India, Israel, Japan, South Africa and certain countries in Latin America operate pursuant to such arrangements.
The transactions described above involve significant risks and uncertainties, including:
•    inability to find potential sellers, buyers or partners for acquisitions, divestitures, joint ventures, strategic partnerships and other similar arrangements;
34

Table of Contents
•    inability to obtain favorable terms for the Company’s acquisitions, divestitures, joint ventures, strategic partnerships and other similar arrangements;
•    failure to effectively transfer liabilities, contracts, facilities and employees to buyers or partners;
•    requirements that the Company retain or indemnify sellers, buyers or partners against certain liabilities and obligations;
•    the possibility that the Company will become subject to third-party claims arising out of such acquisitions, divestitures, joint ventures, strategic partnerships or other similar arrangements;
•    inability to reduce fixed costs previously associated with the divested assets or business or in markets where the Company enters into a joint venture arrangement, strategic partnership or other similar arrangement;
•    disruption of the Company’s ongoing business and distraction of management;
•    loss of key employees who leave as a result of an acquisition, divestiture, joint venture, strategic partnership and other similar arrangement; and
•    loss of members from WeWork locations to other flex workspace providers in similar locations.
Because acquisitions, divestitures, joint ventures, strategic partnerships and other similar arrangements are inherently risky, the transactions may not be successful and may, in some cases, harm the Company’s operating results or financial condition and we may not realize the benefits of any such transactions. In addition, such transactions may negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.
The Company has entered into certain agreements that may limit its ability to directly acquire ownership interests in properties, and its control and joint ownership of certain properties with third-party investors may create conflicts of interest.
The Company holds an ownership interest in the WeCap Investment Group, its real estate acquisition and management platform, through its majority ownership of the general partner and manager entities that manage the activities of real estate acquisition vehicles managed or sponsored by the WeCap Investment Group. In connection with the establishment of the real estate investment platform, WeCap Investment Group, the Company agreed that WeCap Holdings Partnership would be the exclusive general partner and WeWork Capital Advisors LLC would be the exclusive investment manager for any real estate acquisition vehicles managed by, or otherwise affiliated with, the Company and its controlled affiliates and associated persons. The Company also agreed to make commercial real estate and other real estate-related investment opportunities that meet WeCap Investment Group’s mandate available to the WeCap Investment Group on a first-look basis, with certain limited exceptions. Because of these requirements, which are in effect at least until there are no real estate acquisition vehicles managed or sponsored by the WeCap Investment Group that are actively deploying capital, the Company may be required to acquire ownership interests in properties through the WeCap Investment Group that the Company otherwise could have acquired through one of its operating subsidiaries, which may prevent the Company from realizing the full benefit of certain attractive real estate opportunities.
Additionally, the WeCap Investment Group primarily focuses on acquiring, developing and managing properties that the WeCap Investment Group believes could benefit from the Company’s occupancy or involvement, and the Company expects a subsidiary to occupy or be involved with a meaningful portion of the properties acquired by real estate acquisition vehicles managed or sponsored by the WeCap Investment Group. The Company’s ownership interest in the WeCap Investment Group may create situations where its interests with respect to the exercise of the WeCap Investment Group’s management rights in respect of assets owned or controlled by the WeCap Investment Group, as well as the WeCap Investment Group’s duties to limited partners or similar members in real estate acquisition vehicles
35

Table of Contents
managed or sponsored by the WeCap Investment Group, may be in conflict with the Company’s own independent economic interests as a tenant and operator of its locations. For example, conflicts may arise in connection with decisions regarding the structure and terms of the leases entered into between the Company and the WeCap Investment Group, tenant improvement allowances, or guarantee or termination provisions. Conflicts of interest may also arise in connection with the exercise of contractual remedies under such leases, such as treatment of events of default.
The Company’s ownership interest in the WeCap Investment Group may impact its financial condition and results of operations.
WeCap Investment Group’s financial performance is significantly correlated with the activities of real estate acquisition vehicles managed or sponsored by the WeCap Investment Group, and a significant portion of any income to the WeCap Investment Group is expected to be received, if at all, at the end of the holding period for one or more given assets or the term of one or more given real estate acquisition vehicles. In addition, a broad range of events or circumstances could cause any real estate acquisition vehicle managed or sponsored by the WeCap Investment Group to fail to meet its objectives. In light of the long-dated and uncertain nature of any income to the WeCap Investment Group, the WeCap Investment Group’s financial performance may be more variable than the Company expects, both from period to period and overall. Accordingly, because of the Company’s ownership interest in the WeCap Investment Group, the WeCap Investment Group’s performance and activities, including the nature and timing of the WeCap Investment Group transactions, may affect the comparability of the Company’s financial condition and results of operations from period to period, in each case to the extent required to be directly included in its Consolidated Financial Statements in accordance with GAAP.
Additionally, although the Company does not generally expect this to be the case, investments through real estate acquisition vehicles managed or sponsored by the WeCap Investment Group may require that the Company directly incur or guarantee debt, which the Company expects will typically be through loans secured by assets or properties that the WeCap Investment Group acquires. For example, an entity in which the Company previously held an interest with the WeCap Investment Group and others incurred a secured loan to purchase certain property in New York City in 2019, which the Company had leased from that entity. Until the secured loan was repaid in connection with the sale of the property in March 2020, it was recourse to WeWork Companies LLC and Legacy WeWork in certain limited circumstances, and WeWork Companies LLC and Legacy WeWork also provided performance guarantees relating to the lease and development of that property.
The Company may not be able to compete effectively with others.
While the Company considers itself to be a leader in the flexible space market, with one of the largest real estate portfolios and core competencies in finding, building, filling and operating new locations, the growing shift toward flexible office space may encourage people to launch competing flexible workspace offerings. If new companies decide to launch competing solutions in the markets in which the Company operates, or if any existing competitors obtain a large-scale capital investment, the Company may face increased competition for members.
In addition, some of the services the Company offers or plans to offer are provided by one or more large, national or international companies, as well as by regional and local companies of varying sizes and resources, some of which may have accumulated substantial goodwill in their markets. Some of the Company’s competitors may also be better capitalized than the Company is, have access to better lease terms than it does, have operations in more jurisdictions than the Company does or be able or willing to provide services at a lower price than the Company is. The Company’s inability to compete effectively in growing or maintaining its membership base could hinder its growth or adversely impact its operating results.
The Company’s limited operating history and evolving business make it difficult to evaluate its current business and future prospects.
36

Table of Contents
The Company’s limited operating history and the evolution of its business make it difficult to accurately assess its future prospects. It may not be possible to discern fully the economic and other business trends that the Company is subject to. Elements of its business strategy are new and subject to ongoing development as its operations mature. In addition, it may be difficult to evaluate the Company’s business because there are few other companies that offer the same or a similar range of solutions, products and services as the Company does.
Certain of the measures the Company uses to evaluate its financial and operating performance are subject to inherent challenges in measurement and may be impacted by subjective determinations and not necessarily by changes in its business.
The Company tracks certain operational metrics, including key performance indicators such as memberships and projections, with internal systems and tools that are not independently verified by any third party. Certain of the Company’s operational metrics are also based on assumptions or estimates of future events. In particular, the number of open locations, pre-opening locations and pipeline locations is compiled from a number of data sources depending on the phase of the location within the lifecycle that the Company attributes to its locations. For open locations, workstation capacity for shared workspace offerings, which account for a subset of its standard workspace solutions, is estimated on a location-by-location basis by its design and regional community teams based on demand and the characteristics and distinct local personality of the relevant community. Meanwhile, for pre-opening and pipeline locations, workstation capacity is estimated by its real estate and design teams based on its building information modeling software, and includes estimated workstation capacity for locations that are the subject of a draft term sheet or lease that may not result in a signed lease agreement or an open location.
The Company’s internal systems and tools have a number of limitations, and its methodologies for tracking these metrics may change over time. In addition, limitations or errors with respect to how the Company measures data or with respect to the data that the Company measures may affect its understanding of certain details of its business, which could affect its long-term strategies. If the internal systems and tools the Company uses to track these metrics understate or overstate performance or contain algorithmic or other technical errors, the data the Company reports may not be accurate. If the Company discovers material inaccuracies with respect to these figures, its reputation may be significantly harmed, and its results of operations and financial condition could be adversely affected.
If the Company’s employees were to engage in a strike or other work stoppage or interruption or seek to unionize, the Company’s business, results of operations, financial condition and liquidity could be materially adversely affected.
If disputes with the Company’s employees arise, or if its workers engage in a strike or other work stoppage or interruption or seek to unionize, the Company could experience a significant disruption of, or inefficiencies in, its operations or incur higher labor costs, which could have a material adverse effect on its business, results of operations, financial condition and liquidity. In addition, some of the Company’s employees outside of the United States are represented or may seek to be represented by a labor union or workers’ council.
The Company is subject to litigation, investigations and other legal proceedings which could adversely affect its business, financial condition and results of operations.
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. For a description of certain pending legal proceedings and ongoing regulatory matters not in the ordinary course of business, see the section entitled “Legal Matters” in Note 26 of the notes to WeWork’s Consolidated Financial Statements included elsewhere in this Form 10-K
37

Table of Contents
and the sections entitled “ —Risks Relating to the Company's Business—The long-term and fixed- cost nature of the Company’s leases may limit the Company’s operating flexibility and could adversely affect its liquidity and results of operations.” and “––The Company is undergoing a transformation in its business plan under new management and there can be no assurances that this new business strategy will be successful.
Management intends to vigorously defend these cases and cooperate in these investigations. However, there is a reasonable possibility that the Company could be unsuccessful in defending these claims and could incur a loss. It is not currently possible to estimate a range of reasonably possible loss above the aggregated reserves. The Company also cannot offer any assurances regarding the scope of these investigations, the nature of any actions that these or other regulatory parties will take, or the timing within which they will be resolved.
Negative publicity may lead to additional investigations or lawsuits. Often these cases raise complex factual and legal issues, and the result of any such litigation, investigation or other legal proceeding is inherently unpredictable. Claims against the Company, whether meritorious or not, could require significant amounts of management’s time and attention and the Company’s resources to defend, could result in significant media coverage and negative publicity and could be harmful to the Company’s reputation, its brand and its business. If any of these legal proceedings or government inquiries were to be determined adversely to the Company or result in an enforcement action or judgment against the Company, or if the Company were to enter into settlement arrangements, the Company could be exposed to monetary damages or be forced to change the way in which it operates its business, which could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows. In addition, the Company may incur substantial legal fees and related expenses in connection with defending any investigations or lawsuits and fulfilling certain indemnification obligations.
The Company’s business could be adversely affected by natural disasters, public health crises, political crises or other unexpected events for which the Company may not be sufficiently insured.
Natural disasters and other adverse weather and climate conditions, public health crises, political crises, terrorist attacks, war and other political instability or other unexpected events could disrupt the Company’s operations, damage one or more of its locations or prevent short- or long-term access to one or more of its locations. In particular, another outbreak of a contagious disease or similar public health threat as was experienced with the COVID-19 pandemic, particularly as it may impact the Company’s operations and supply chain, may have a material impact on the Company’s business, results of operations and financial condition. Many of the Company’s locations are located in the vicinity of disaster zones, including flood zones in New York City and potentially active earthquake faults in the San Francisco Bay Area and Mexico City, and many of its locations are concentrated in metropolitan areas or located in or near prominent buildings, which may be the target of terrorist or other attacks. Although the Company carries comprehensive liability, fire, extended coverage and business interruption insurance with respect to all of its consolidated locations, there are certain types of losses that the Company does not insure against because they are either uninsurable or not insurable on commercially reasonable terms. Should an uninsured event or a loss in excess of the Company’s insured limits occur, the Company could lose some or all of the capital invested in, and anticipated future revenues from, the affected locations, and the Company may nevertheless continue to be subject to obligations related to those locations.
Economic and political instability and potential unfavorable changes in laws and regulations in international markets could adversely affect the Company’s results of operations and financial condition.
The Company’s business may be affected by political instability and potential unfavorable changes in laws and regulations in international markets in which it operates. Adverse consequences could include, but are not limited to: global economic uncertainty and deterioration, volatility in currency exchange rates, adverse changes in regulation of the real estate industry, disruptions to the markets the Company invests in and the tax jurisdictions it operates in (which may adversely impact tax benefits or liabilities in these or
38

Table of Contents
other jurisdictions), and negative impacts on the operations and financial conditions of the Company’s tenants.
The UK and EU have signed an EU-UK Trade and Cooperation Agreement, which became provisionally applicable on January 1, 2021, and has been formally applicable since May 1, 2021. Many of the regulations that now apply in the UK following the transition period (including financial laws and regulations, tax, intellectual property rights, data protection laws, supply chain logistics, environmental, health and safety laws and regulations, immigration laws and employment laws) could be amended in the future as the UK determines its new approach, which may result in significant divergence from EU regulations. This lack of clarity could lead to legal uncertainty and potentially divergent national laws and regulations as the UK determines which EU laws to replace or replicate. Given this ongoing uncertainty, the Company cannot predict how the Brexit process will finally be implemented and is continuing to assess the potential impact, if any, of these events on its operations, financial condition, and results of operations.
Additionally, there are concerns regarding potential changes in the future relationship between the United States and various other countries, most significantly China, with respect to trade policies, treaties, government regulations and tariffs. It remains unclear how the United States or foreign governments will act with respect to tariffs, international trade agreements and policies. The implementation by China or other countries of higher tariffs, capital controls, new adverse trade policies or other barriers to entry could have an adverse impact on the Company’s business, financial condition and results of operations.
The conflict between Russia and Ukraine has resulted in the imposition by the U.S. and other nations of sanctions and other restrictive actions against Russia and certain banks, companies and individuals in Russia, which may make it difficult or impossible for us to repatriate profits from our operations in Russia or to make or receive payments from our landlords, suppliers and customers in Russia, among other impacts on our business locally. More generally, the conflict has led to and could lead to further disruptions in the global financial markets and economy, including, without limitation, currency volatility, inflation and instability in the global capital markets. The Company has suspended all expansion plans in Russia and is in the process of divesting our operations in Russia. A continuation of conflict in Ukraine and the divestment of or inability to divest our operations in Russia could result in an adverse impact on our businesses, operations and assets.
Risks Relating to the Company’s Financial Condition
The Company’s indebtedness and other obligations could adversely affect its financial condition and liquidity.
As of December 31, 2022, the Company had (i) $669 million in aggregate principal amount outstanding on the 7.875% Senior Notes and (ii) $550 million in aggregate principal amount outstanding on the 5.00% Senior Notes, Series II, each of which are held by public noteholders. In addition, as of December 31, 2022, the amounts outstanding under the Company’s debt financing arrangements with SBG included $1.1 billion in outstanding letters of credit issued under the Senior LC Tranche, under which SVF II is a co-obligor, $350 million outstanding under the Junior LC Tranche, under which SBG is a co-obligor, and $1.65 billion in aggregate principal amount outstanding under the 5.00% Senior Notes, Series I, under which an affiliate of SBG is a noteholder. In February 2023, the commitment under the Junior LC Tranche was increased to $470 million and the commitment under the Senior LC Tranche was reduced to $960 million.
As of December 31, 2022, there remained $21 million in remaining letter of credit availability under the Senior LC Facility. Upon effectiveness of the Sixth Amendment to the Credit Agreement, $1.1 billion of standby letters of credit were outstanding under our 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 our Senior LC Facility are required to be cash collateralized, in the amount of 105% of the stated amount thereof. As of December 31, 2022, the Company had the ability to draw up to $500 million of Secured Notes under the Secured NPA with SVF II, subject to applicable restrictive covenants in the agreements governing the Company’s indebtedness. In
39

Table of Contents
January 2023, the Company issued and sold $250 million of Secured Notes to SVF II pursuant to the Secured NPA, as a result of which $250 million of commitment remains available under the Secured NPA as of the date hereof (which amount, together with any outstanding Secured Notes issued pursuant to the Secured NPA, will be reduced to approximately $446 million in the aggregate from and after February 2024). In March 2023, the Company entered into the Transaction Support Agreement, which, among other things, limited the Company’s ability to draw the remaining $250 million in aggregate principal amount of Secured Notes under the Secured NPA during the period from the entry into the Transaction Support Agreement to the closing of the Transactions as follows: (i) a draw request of $50.0 million which may be made no earlier than April 1, 2023; (ii) a subsequent draw request of no more than $75.0 million which may be made no earlier than May 1, 2023; (iii) another subsequent draw request of no more than $75.0 million which may be made no earlier than June 1, 2023; and, if applicable, (iv) a draw request of $50 million thereafter.

If the Company makes additional draws on the Company’s debt financing arrangements with SBG or affiliates thereof, the Company’s total indebtedness will be substantially increased, which could intensify the risks related to its high level of debt. In addition, the Company has $25 million of outstanding principal on other loans.
In March 2023, the Company entered into a series of agreements related to the Transactions. Pursuant to such agreements, the applicable parties have agreed to support, approve, implement and enter into definitive documents covering the following transactions, among other things: (i) certain offers to exchange all of the outstanding 7.875% Senior Notes and 5.00% Senior Notes, Series II, for a combination of newly issued New Second Lien Notes, New Third Lien Notes and shares of Class A Common Stock, as applicable, and the concurrent issuance of $500 million in aggregate principal amount of New First Lien Notes, (ii) the exchange of all of the outstanding 5.00% Senior Notes, Series I, for a combination of newly issued New Second Lien Exchangeable Notes, New Third Lien Exchangeable Notes and shares of Class A Common Stock, as applicable, to one or more Softbank Noteholders, (iii) 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 and (iv) 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 the 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. See “Item 1. Business––The Transactions.”
The Company’s high level of debt, including following the consummation of the Transactions, could have important consequences, including the following:
•    limiting its ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements, and increasing its cost of borrowing;
•    requiring a substantial portion of its cash flows to be dedicated to payments on its obligations instead of for other purposes; and
•    increasing its vulnerability to general adverse economic and industry conditions and limiting its flexibility in planning for and reacting to changes in the industry in which the Company competes.
Subject to the limits contained in the indentures governing the 7.875% Senior Notes, the 5.00% Senior Notes (as defined below) and the Secured Notes, and the Company’s other obligations and debt agreements, including the Credit Agreement, and, following the consummation of the Transactions, the indentures governing the New Notes, the Company and its subsidiaries will also be able to incur additional debt, lease obligations and other obligations from time to time. If the Company or its subsidiaries do so, the risks related to its high level of debt could intensify. In addition, the agreements governing our indebtedness contain restrictive covenants that limit our ability to engage in activities that
40

Table of Contents
may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all our debt.
The Company and its subsidiaries may not be able to generate sufficient cash to service all of their indebtedness and other obligations and may be forced to take other actions to satisfy such obligations, which may not be successful.
The Company and its subsidiaries’ ability to make scheduled payments or refinance its obligations depends on their financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond the Company’s control. The Company and its subsidiaries may be unable to maintain a level of cash flows from operating activities sufficient to permit them to pay the principal, premium, if any, and interest on their indebtedness or to pay their lease obligations.
If the Company and its subsidiaries’ cash flows and capital resources are insufficient to fund their obligations, the Company and its subsidiaries could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance their indebtedness and other obligations. The Company and its subsidiaries may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow them to meet their scheduled debt obligations. The agreements that govern the Company and its subsidiaries’ indebtedness restrict their ability to dispose of certain assets and use the proceeds from those dispositions and may also restrict their ability to raise debt or certain types of equity capital to be used to repay other indebtedness when it becomes due. The Company or its subsidiaries may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any obligations then due. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
In addition, the Company conducts a substantial portion of its operations through its subsidiaries. Accordingly, repayment of its indebtedness is dependent on the generation of cash flow by its subsidiaries and their ability to make such cash available to the Company by dividend, debt repayment or otherwise. In the event that the Company’s subsidiaries are unable to generate sufficient cash flow, the Company may be unable to make required principal and interest payments on its indebtedness.
If the Company or its subsidiaries cannot make scheduled payments on their debt, or if the Company or its subsidiaries violate certain covenants in their debt agreements and such violations are not cured or waived within the applicable time periods, the Company or its subsidiaries will be in default and, as a result, lenders under any of their existing and future indebtedness could declare all outstanding principal and interest to be due and payable, the lenders under their debt instruments could terminate their commitments to issue letters of credit, their secured lenders could foreclose against the assets securing such borrowings and the Company or its subsidiaries could be forced into bankruptcy or liquidation.
As of December 31, 2022, the Company had future undiscounted minimum lease cost payment obligations under signed operating and finance leases of $27.9 billion. If the Company is unable to service its obligations under the lease agreements for particular properties, the Company may be forced to vacate those properties or pay compensatory or consequential damages to the landlord, which could adversely affect its business, reputation and prospects. However, as of December 31, 2022, the total security packages provided by the Company and its subsidiaries in respect of those lease obligations was approximately $4.0 billion, representing less than 15% of future undiscounted minimum lease cost payment obligations. See “ —Risks relating to the Company’s Business—The long-term and fixed-cost nature of the Company’s leases may limit its operating flexibility and could adversely affect its liquidity and results of operations.”
In addition, the Company’s $287 million in cash and cash equivalents as of December 31, 2022, included cash and cash equivalents of $61 million of its consolidated variable interest entities (“VIEs”), which will
41

Table of Contents
be used first to settle obligations of the VIE. Remaining assets may only 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. In addition to these amounts, the Company had restricted cash of $5 million as of December 31, 2022. The Credit Agreement requires the Company and its Subsidiaries (as defined in the Credit Agreement) to maintain substantially all cash and cash equivalents in accounts with the administrative agent, subject to certain exceptions, and to maintain a certain amount of cash and cash equivalents in accounts that are subject to an account control agreement in favor of the administrative agent. Furthermore, the Credit Agreement requires the Company to cash collateralize 105% of the amount of letters of credit issued and outstanding in excess of the total commitments under the Senior LC Tranche. As of the Sixth Amendment to the Credit Agreement, approximately $100 million of contingent obligations in respect of letters of credit issued under our Senior LC Facility are required to be cash collateralized pursuant to the terms of the Credit Agreement.
Some of the cash that appears on the Company’s balance sheet may not be available for use in the Company’s business or to meet the Company’s debt obligations.
Although the Company may be permitted to use cash deposits from members in the operation of its business until such members demand its return, if required by local law, the Company may need to place cash deposits in separate accounts. In these instances, these cash deposits are blocked and not available for other uses in the Company’s business. In addition, at times the Company is required to make cash deposits to support bank guarantees and outstanding letters of credit supporting its obligations under certain office leases or amounts the Company owes to certain vendors from whom it purchases goods and services. These cash deposits are not available for other uses as long as the bank guarantees are outstanding. In addition, the Credit Agreement requires the Company and its Subsidiaries (as defined in the Credit Agreement) to maintain substantially all cash and cash equivalents in accounts with the administrative agent, subject to certain exceptions, and to maintain a certain amount of cash and cash equivalents in accounts that are subject to an account control agreement in favor of the administrative agent. Furthermore, the Credit Agreement requires the Company to cash collateralize 105% of the amount of letters of credit issued and outstanding in excess of the total commitments under the Senior LC Tranche. As of the date hereof, approximately $100 million of contingent obligations in respect of letters of credit issued under our Senior LC Facility are required to be cash collateralized pursuant to the terms of the Credit Agreement.
Further, total assets of consolidated VIEs included $61 million of cash and cash equivalents and $3 million of restricted cash as of December 31, 2022. The assets of consolidated VIEs can only be used to settle obligations of the VIE. Finally, certain countries in which the Company does business have regulations that restrict the Company’s ability to send cash out of the country without incurring taxes or meeting other requirements. In light of the foregoing factors, the amount of cash that appears on the Company’s balance sheet may overstate the amount of liquidity the Company has available to meet its business needs or debt obligations, including obligations under the 7.875% Senior Notes, the 5.00% Senior Notes and the Secured Notes and, following the consummation of the Transactions, the New Notes.
The Company may require additional capital to operate its business, comply with cash collateral obligations under the Credit Agreement and refinance its outstanding indebtedness, which may not be available on terms acceptable to it or at all.
The Company incurred net losses in the years ended December 31, 2022, 2021, and 2020, and its primary source of funding since late 2019 has been through agreements with SBG or affiliates thereof, including the Unsecured NPA (as defined below), the Secured NPA, and the Credit Agreement. In March 2023, the Company entered into a series of agreements related to the Transactions intended to reduce the Company’s significant debt and enhance its liquidity. If the Company is not able to achieve its goals to become profitable and cash flow positive in the near-term or if it requires additional capital to expand its business, it may require additional financing, in addition to the Transactions. The Company’s future
42

Table of Contents
financing requirements will also depend on many factors, including the number of new locations to be opened, its net membership retention rate, the impacts of the COVID-19 pandemic on its business, the timing and extent of spending to support the development of its business, its ability to reduce capital expenditures and the expansion of its sales and marketing activities, and potential joint venture arrangements. Furthermore, the Credit Agreement requires the Company to cash collateralize 105% of the amount of letters of credit issued and outstanding in excess of the total commitments under the Senior LC Tranche. In addition, a substantial portion of the Company’s indebtedness, including the 7.875% Senior Notes, the 5.00% Senior Notes and the Secured Notes, is scheduled to mature in 2025. If implemented in full, the Transactions would refinance and extend the maturity of the 7.875% Senior Notes, the 5.00% Senior Notes and the Secured Notes to 2027. The Company’s ability to obtain additional financing, including in addition to the Transactions, will depend on, among other things, its business plans, operating performance, investor demand and the condition of the capital markets at the time the Company seeks financing. Additional capital may not be available to the Company from SBG or affiliates thereof or from other sources or, if available, may not be available on terms acceptable to the Company or on a timely basis. Failure of the Company to obtain additional capital on favorable terms or at all in order to operate its business, comply with cash collateral obligations under the Credit Agreement, or refinance its outstanding indebtedness, including following the consummation of the Transactions, may have a material adverse effect on the Company’s business, financial condition and results of operations.

The terms of the Company’s indebtedness restrict its current and future operations, particularly its ability to respond to changes or take certain actions, including some of which may affect completion of the Company’s strategic plan.
The agreements governing the Company’s indebtedness contain a number of restrictive covenants that impose significant operating and financial restrictions on the Company and may limit its ability to engage in acts that may be in its long-term best interest, including restrictions on its ability to incur indebtedness (including guarantee obligations), incur liens, enter into mergers or consolidations, dispose of assets, enter into affiliate transactions, pay dividends, make acquisitions and make investments, loans and advances. The agreements that will govern the Company’s indebtedness to be issued in connection with the Transactions will contain significant additional restrictions which will further limit the Company’s ability to engage in the above-listed transactions.
These restrictions may affect the Company’s ability to execute on its business strategy, limit its ability to raise additional debt or equity financing to operate its business, including during economic or business downturns, and limit its ability to compete effectively or take advantage of new business opportunities.
The Company has incurred and may incur in the future significant costs related to the development of its workspaces, which the Company may be unable to recover in a timely manner or at all.
Development of a workspace for members typically takes several months from the date the Company takes possession of the space under the relevant lease to the opening date. During this time, the Company incurs substantial upfront costs without recognizing any revenues from the space.
To the extent that our members (in particular Enterprise Members) require configured solutions, we generally enter into multi-year membership agreements to help offset any increased upfront costs related to the development of these workspaces. The Company expects the capital expenditures associated with the development of its workspaces to continue to be one of the primary costs of its business. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” If the Company is unable to complete its development and construction activities for any reason, including an inability to secure adequate funding, or conditions in the real estate market or the broader economy change in ways that are unfavorable, the Company may be unable to recover these costs in a timely manner or at all. The Company’s development activities are also subject to cost and schedule overruns as a result of many factors some of which are beyond its control and ability to foresee, including increases in the cost of materials and labor.
While many of the Company’s existing leases provide for reimbursement by the landlord or building owner of a portion of the construction and development expenses the Company incurs, the Company may not
43

Table of Contents
continue to be granted these provisions in future leases that the Company negotiates. Additionally, the Company’s landlords or building owners may not reimburse the Company for these expenses in a timely manner or at all, in which case the Company could exercise its available remedies under the lease. To be eligible for reimbursement of these development expenses, the Company is also required to compile invoices, lien releases and other paperwork from its contractors, which is a time-consuming process that requires the cooperation of third parties whom the Company does not control. The Company has a tracking mechanism and process for enforcing its right to collect reimbursements, however, it may make errors in pursuing these reimbursement entitlements in accordance with the strict requirements of the landlords or building owners the Company deals with. In addition, the Company is subject to counterparty risk with respect to these landlords and building owners.
Changes to accounting rules or regulations and the Company’s assumptions, estimates and judgments may adversely affect the reporting of the Company’s business, financial condition and results of operations.
The Company’s Consolidated Financial Statements are prepared in accordance with GAAP. New accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. For example, in February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases, codified as ASC 842, Leases. This update required a lessee to recognize on its balance sheet right-of-use assets and lease liabilities for any leases with a lease term of more than twelve months. The Company adopted ASC 842 early in connection with the preparation of its financial statements as of and for the twelve months ended December 31, 2019, and the adoption had a material impact on the Company’s consolidated balance sheet. The Company had lease right-of-use assets, net totaling approximately $11.2 billion and lease obligations totaling approximately $16.6 billion included on its consolidated balance sheet as of December 31, 2022. Other future changes to accounting rules or regulations could have a material adverse effect on the reporting of the Company’s business, financial condition and results of operations.
Additionally, the Company’s assumptions, estimates and judgments related to complex accounting matters could significantly affect its results of operations. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. These estimates form the basis for judgments about the carrying values of assets, liabilities and equity, as well as the amount of revenue and expenses that are not readily apparent from other sources. As the COVID-19 pandemic has adversely affected and may continue to adversely affect the Company’s revenues and expenditures, the extent and duration of restrictions and the overall macroeconomic impact of the pandemic will have an effect on estimates used in the preparation of our financial statements. The Company’s financial condition and results of operations may be adversely affected if its assumptions change or if actual circumstances differ from those in its assumptions.
Fluctuations in exchange rates may adversely affect the Company.
The Company’s international businesses typically earn revenue and incur expenses in local currencies, primarily the British Pound, Euro, Japanese Yen and Chinese Yuan (prior to the ChinaCo Deconsolidation). For example, the Company earned approximately 56%, 55%, and 50% of its revenues from subsidiaries whose functional currency is not the U.S. dollar for the years ended December 31, 2022, 2021 and 2020, respectively. Because its Consolidated Financial Statements are reported in U.S. dollars, the Company is exposed to currency translation risk when the Company translates the financial results of its consolidated non-U.S. subsidiaries from their local currency into U.S. dollars. As foreign currency exchange rates change, translation of the statements of operations of the Company’s international businesses into U.S. dollars affects period-over-period comparability of its operating results. Any strengthening of the U.S. dollar against one or more of these currencies could materially adversely affect the Company’s business, financial condition and results of operations.
44

Table of Contents
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of WeWork’s income or other tax returns could adversely affect WeWork’s financial condition and results of operations.
WeWork is subject to income taxes in the United States, and its tax liabilities are subject to the allocation of expenses in differing jurisdictions. WeWork’s future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:
•    changes in the valuation of WeWork’s deferred tax assets and liabilities;
•    expected timing and amount of the release of any tax valuation allowances;
•    tax effects of stock-based compensation;
•    costs related to intercompany restructurings;
•    changes in tax laws, regulations or interpretations thereof; or
•    lower than anticipated future earnings in jurisdictions where WeWork has lower statutory tax rates and higher than anticipated future earnings in jurisdictions where WeWork has higher statutory tax rates.
In addition, WeWork may be subject to audits of income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on WeWork’s financial condition and results of operations.
Risks Relating to Laws and Regulations Affecting the Company’s Business
The Company’s extensive foreign operations and contacts with landlords and other parties in a variety of countries subject it to risks under U.S. and other anti-corruption laws, as well as applicable export controls and economic sanctions.
The Company is subject to various domestic and international anti-corruption laws, such as the FCPA, as well as other similar anti-bribery and anti-kickback laws and regulations. There may in the future be allegations of corruption against the Company and its employees. These laws and regulations prohibit the Company’s employees, representatives, contractors, business partners and agents from authorizing, offering, providing, or accepting payment or benefits for the purpose of improperly influencing the recipient or intended recipient. These laws also require that the Company keep accurate books and records and maintain compliance procedures designed to prevent any such actions. Under these laws, the Company may become liable for the actions of its directors, officers, employees, agents or other strategic or local partners or representatives over whom the Company may have little actual control.
The Company uses third-party representatives to perform services such as obtaining or retaining business, permits, approvals, and contracts. Additionally, the Company is continuously engaged in sourcing and negotiating new locations in high-risk jurisdictions around the world, and certain of the landlords, real estate agents or other parties with whom the Company interacts may be government officials or agents, even without its knowledge. The Company can be held liable for the corrupt or other illegal activities of its employees, representatives, contractors, business partners, and agents, even if it does not explicitly authorize or have actual knowledge of such activities.
The Company’s potential exposure to liability under anti-corruption laws, including the FCPA, will increase as the Company continues to increase its international sales and business operations, and, consequently, its contacts with foreign government officials or agents.
Additionally, as the Company pursues its strategy of entering into management agreements, joint ventures and other partnerships with local partners in non-U.S. jurisdictions, its use of intermediaries, and therefore its potential exposure to liability under anti-corruption laws, including the FCPA, are likely to
45

Table of Contents
increase. Noncompliance with these laws, including any activities over the past five years, could subject the Company to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, adverse media coverage and other consequences.
Similarly, the Company’s international sales and business operations expose it to potential liability under a wide variety of U.S. and international laws and regulations relating to economic sanctions and export and import controls and economic and trade sanctions, such as those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. In the event that the Company engages in any conduct, intentionally or not, that facilitates money laundering, terrorist financing, or certain other unlawful activities, or that violates sanctions or otherwise constitutes sanctionable activity, including dealings with restricted persons or entities, the Company could be subject to substantial fines, sanctions, civil or criminal penalties, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely affect its results of operations and its financial condition.
Failure to comply with anti-money laundering (“AML”) requirements could subject the Company to enforcement actions, fines, penalties, sanctions and other remedial actions.
The Company is subject to AML laws and regulations in various jurisdictions. Violations of such laws or regulations, even if inadvertent or unintentional, could result in fines, sanctions or other penalties, including consent orders against the Company, which could have significant reputational or other consequences and could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company is in the process of improving and, in some instances, implementing controls pursuant to AML legal and regulatory requirements, and will continue to do so as and when new applicable requirements are enacted. The expenses associated with implementing, improving and maintaining such controls are not yet fully known, but may prove to be significant. Moreover, regulators have broad authority to enforce AML laws and regulations and may challenge whether the Company’s controls comply with AML requirements or whether the Company maintains an adequate compliance program, either of which could lead to one or more of the consequences described above.
The Company’s business is subject to a variety of U.S. and non-U.S. laws, many of which are evolving and could limit or otherwise negatively affect its ability to operate its business.
Laws and regulations are continuously evolving, and compliance is costly and can require changes to the Company’s business practices and significant management time and effort. It is not always clear how existing laws apply to the Company’s business model. The Company strives to comply with all applicable laws, but the scope and interpretation of the laws that are or may be applicable to it is often uncertain and may conflict across jurisdictions.
Existing local building codes and regulations, and any future changes to these codes or regulations, may increase its development costs or delay the development of its workspaces.
The Company’s development activities are subject to local, state and federal laws, as well as oversight and regulation in accordance with local building codes and regulations relating to building design, construction, safety, environmental protection and related matters. The Company is responsible for complying with the requirements of individual jurisdictions and must ensure that its development activities comply with varying standards by jurisdiction. Any existing or new government regulations or ordinances that relate to the Company’s development activities may result in significant additional expenses to the Company and, as a result, might adversely affect its results of operations.
Changes in tax laws and unanticipated tax liabilities could adversely affect the taxes the Company pays and therefore its financial condition and results of operations.
As a global company, the Company is subject to taxation in numerous countries, states and other jurisdictions. Tax laws, regulations and administrative practices in various jurisdictions may be subject to
46

Table of Contents
significant change, with or without notice, due to economic, political and other conditions, and significant judgment is required in applying the relevant provisions of tax law.
If such changes were to be adopted or if the tax authorities in the jurisdictions where the Company operates were to challenge its application of relevant provisions of applicable tax laws, its financial condition and results of operations could be adversely affected.
Acquisitions of the Company’s stock may limit the Company’s ability to use some or all of its net operating loss and net capital loss ("NOL") carryforwards in the future.
As of December 31, 2022, the Company had net operating loss carryforwards for U.S. federal income tax purposes of approximately $7.6 billion, of which approximately $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 net capital loss carryforwards of $137 million as of December 31, 2022, which if unused, will expire in 2026. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the "Code"), a corporation that undergoes an “ownership change” may be subject to limitations on its ability to utilize its pre-change net operating loss carryforwards and net capital loss carryforwards, respectively, to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders (generally 5% stockholders, applying certain look-through and aggregation rules) increases by more than 50% over such stockholders’ lowest percentage ownership during the testing period (generally three years). As a result of transactions occurring in 2019, an ownership change of the Company occurred for purposes of Section 382 of the Code, imposing limitations on the use of our net operating loss and net capital loss carryforward amounts. The ownership change may impact the timing of the availability of, or our ability to use, these losses.
The potential issuance of our equity in the Transactions will count towards an ownership change. If an ownership change were to occur, as a result of the Transactions or otherwise (including as a result of the issuance of equity upon the exchange of an exchangeable note or warrant or otherwise as a result of the Business Combination), Section 382 of the Code would impose an annual limit on the amount of NOLs we could use to reduce our taxable income going forward and, as a result, could increase our U.S. federal income tax liability. The annual limit under Section 382 of the Code is generally derived by multiplying the fair market value of the Company’s equity immediately before the ownership change by the federal long-term tax-exempt rate, which is 2.92% for ownership changes occurring in March 2023 and 3.04% for ownership changes occurring in April 2023. While the Company does not believe that the Transactions, taken by themselves, will cause an ownership change, calculations under Section 382 are complex and depend in part on facts outside of the Company’s control, and issuances, sales, and/or exchanges of the Company’s Class A Common Stock (including potentially relatively small transactions and transactions beyond the Company’s control), taken together with prior and contemplated transactions with respect to Class A Common Stock, could trigger an ownership change and therefore a limitation on the Company’s ability to utilize its NOL carryforwards.

Limitations imposed on the Company’s ability to utilize net operating loss and net capital loss carryforwards could cause U.S. federal income taxes to be paid earlier than such taxes would be paid if such limitations were not in effect and could cause certain of such net operating loss and net capital loss carryforwards to expire unused, in each case reducing or eliminating the benefit of such net operating loss and net capital loss carryforwards.
Certain non-U.S. Holders of our capital stock or other equity securities including Class A Common Stock, in certain situations, could be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of such capital stock or equity securities.

We believe that we have been, in the past, and might be, as of the date of this prospectus, a United States real property holding corporation (“USRPHC”) under the Foreign Investment in Real Property Tax Act (“FIRPTA”). Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property
47

Table of Contents
interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). If we have been a USRPHC during the shorter of (i) a non-U.S. Holder’s holding period for shares of our capital stock or other equity securities or (ii) the five-year period preceding such non-U.S. Holder’s disposition of such shares of our capital stock or equity securities, such non-U.S. Holder may be subject to U.S. federal income tax on gain from the disposition of those shares of our capital stock or equity securities under FIRPTA at generally applicable U.S. federal income tax rates, in which case such non-U.S. Holder would also be required to file U.S. federal income tax returns with respect to such gain. In addition, a purchaser of shares from a non-U.S. Holder may be required to withhold U.S. tax in an amount equal to 15% of the gross proceeds from such a purchase. Any non-U.S. Holder acquiring Class A Common Stock may be subject to these rules if we are (or become) a USRPHC while such non-U.S. Holder holds the Class A Common Stock.

If, at any time during the calendar year, any class of our stock is regularly traded on an established securities market, the tax described above applies only in the case of a non-U.S. Holder who beneficially owned more than 5% of the total fair market value of that class of interests at any time during the five-year period ending either on the date of the disposition of such interest or other applicable determination date, and the withholding requirements described above would not apply. Our stock is currently traded on the NYSE and we expect our stock to be regularly quoted by brokers or dealers making a market in our stock during each calendar quarter in which our stock is so traded, which is expected to satisfy the requirement that our stock be regularly traded on an established securities market for the aforementioned gain recognition and withholding exceptions to apply. However, no assurances can be given that, at any given time, our stock or other equity securities will be treated as “regularly traded on an established securities market” for purposes of FIRPTA. Non-U.S. Holders of our capital stock or other equity securities should consult with their own tax advisors concerning the U.S. federal income tax consequences of the sale, exchange or other disposition of our capital stock or other equity securities.
Failure by certain of the Company’s subsidiaries in complying with laws and regulations applicable to investment platforms, including the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), could result in substantial harm to its reputation and results of operations.
Certain of the Company’s subsidiaries are subject to laws and regulations applicable to investment platforms, including those applicable to investment advisers under the Advisers Act. The Advisers Act imposes numerous obligations and duties on registered investment advisers, including record-keeping, operating and marketing requirements, disclosure obligations and prohibitions on self-dealing. The failure of any of these subsidiaries to comply with the Advisers Act could cause the SEC to institute proceedings and impose sanctions for violations, including censure, or to terminate the registration of its subsidiaries as investment advisers or prohibit them from serving as an investment adviser to SEC-registered funds. Similarly, these subsidiaries rely on exemptions from various requirements of ERISA to the extent these subsidiaries receive investments by benefit plan investors. The failure of the Company’s relevant subsidiaries to comply with these laws and regulations could irreparably harm its reputation or lead to litigation or regulatory or other legal proceedings, any of which could harm its results of operations.
Risks Relating to the Company’s Organizational Structure
The Company’s only material assets are its indirect interests in The We Company Management Holdings L.P. (the “WeWork Partnership”), and the Company is accordingly dependent upon distributions from the WeWork Partnership to pay dividends and taxes and other expenses. The Company’s debt facilities also impose or may in the future impose certain restrictions on the Company’s subsidiaries making distributions to the Company.
48

Table of Contents
The Company is a holding company and has no material assets other than an indirect general partner interest and indirect limited partner interests in the WeWork Partnership and various intercompany receivables from other consolidated subsidiaries. The Company has no independent means of generating revenue. The Company intends to cause its subsidiaries (including the WeWork Partnership) to make distributions in an amount sufficient to cover all applicable taxes and other expenses payable and dividends, if any, declared by it. The agreements governing the Company’s debt facilities impose, and agreements governing the Company’s future debt facilities are expected to impose, certain restrictions on distributions by WeWork Companies LLC to WeWork, and may limit its ability to pay cash dividends. The terms of any credit agreements or other borrowing arrangements the Company or its subsidiaries enter into in the future may impose similar restrictions. To the extent that WeWork needs funds, and any of its direct or indirect subsidiaries is restricted from making such distributions under these debt agreements or applicable law or regulation, or is otherwise unable to provide such funds, it could materially adversely affect the Company’s liquidity and financial condition.
If WeWork were deemed an “investment company” under the Investment Company Act of 1940 (the “1940 Act”) as a result of its ownership of the WeWork Partnership, applicable restrictions could make it impractical for it to continue its business as contemplated and could have a material adverse effect on its business.
A person may be deemed to be an “investment company” for purposes of the 1940 Act if it owns investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items), absent an applicable exemption. WeWork has no material assets other than its interest in the WeWork Partnership. Through its interests in the general partner of the WeWork Partnership, WeWork generally has control over all of the affairs and decision making of the WeWork Partnership. Furthermore, the general partner of the WeWork Partnership cannot be removed as general partner of the WeWork Partnership without the approval of WeWork. On the basis of WeWork’s control over the WeWork Partnership, the Company believes that the indirect interest of WeWork in the WeWork Partnership is not an “investment security” within the meaning of the 1940 Act. If WeWork were to cease participation in the management of the WeWork Partnership, however, its interest in the WeWork Partnership could be deemed an “investment security,” which could result in WeWork being required to register as an investment company under the 1940 Act and becoming subject to the registration and other requirements of the 1940 Act.
The 1940 Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options and impose certain governance requirements. The Company intends to conduct its operations so that WeWork will not be deemed to be an investment company under the 1940 Act. However, if anything were to happen which would require WeWork to register as an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on its capital structure, ability to transact business with affiliates and ability to compensate key employees, could make it impractical for the Company to continue its business as currently conducted, impair the agreements and arrangements between and among WeWork, the WeWork Partnership, members of its management team and related entities or any combination thereof and materially adversely affect its business, financial condition and results of operations.
Our Charter provides that the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our Charter provides that the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) and any appellate court thereof is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:
49

Table of Contents
•    any derivative action or proceeding brought on our behalf;
•    any action asserting a breach of fiduciary duty;
•    any action asserting a claim against us or our directors, officers, or employees arising under the Delaware General Corporation Law, our Charter, or our bylaws;
•    any action as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; and
•    any action asserting a claim against us that is governed by the internal-affairs doctrine.
This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.
Our Charter also provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933 (the "Securities Act").
The choice of forum provisions in our Charter may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. We cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. In addition, although the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were facially valid under Delaware law, there is uncertainty as to whether other courts will enforce our federal forum selection clause.
Additional Risks Relating to Ownership of our Class A Common Stock
The price of our Class A Common Stock and warrants may be volatile.
The price of our Class A Common Stock, as well as warrants, may fluctuate due to a variety of factors, including:
•    changes in the industries in which we and our customers operate;
•    developments involving our competitors;
•    changes in laws and regulations affecting our business;
•    variations in our operating performance and the performance of our competitors in general;
•    actual or anticipated fluctuations in our quarterly or annual operating results;
•    publication of research reports by securities analysts about us or our competitors or our industry;
•    the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
•    actions by stockholders, including the sale by the PIPE Investors (defined below) of any of their shares of our Class A Common Stock;
•    additions and departures of key personnel;
50

Table of Contents
•    commencement of, or involvement in, litigation;
•    changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
•    the volume of shares of our Class A Common Stock available for public sale; and
•    general economic and political conditions, such as the effects of the COVID-19 pandemic, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.
These market and industry factors may materially reduce the market price of our Class A Common Stock and warrants regardless of our operating performance.
In certain instances, NYSE may delist our Class A Common Stock from quotation on its exchange, which could limit investors’ ability to sell and purchase our securities and subject us to trading restrictions.
Our Class A Common Stock is currently listed on the NYSE under the trading symbol “WE.” However, if the price of our Class A Common Stock drops and if the average closing price of our Class A Common Stock is less than $1.00 over a consecutive 30 trading-day period our common stock may be suspended and/or delisted in accordance with Section 802.01C of the NYSE’s Listed Company Manual. If our common stock is not listed on NYSE, we could face significant material adverse consequences, including:
a limited availability of market quotations for our securities;
reduced liquidity;
a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our Class A Common Stock;
a limited amount of news and analyst coverage for our company; and
a decreased ability to issue additional securities or obtain additional financing in the future.
If our common stock becomes subject to the penny stock rules, it would become more difficult to trade our shares.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on NYSE, and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore shareholders may have difficulty selling their shares.
We do not intend to pay cash dividends for the foreseeable future.
We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. We are currently not
51

Table of Contents
permitted to pay cash dividends under the Credit Agreement. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our board of directors deem relevant. As a result, you may not receive any return on an investment in Class A Common Stock unless you sell your Class A Common Stock for a price greater than that which you paid for it.
If analysts do not publish research about our business or if they publish inaccurate or unfavorable research, our stock price and trading volume could decline.
The trading market for our Class A Common Stock will depend in part on the research and reports that analysts publish about our business. We do not have any control over these analysts. If one or more of the analysts downgrade our Class A Common Stock or publish inaccurate or unfavorable research about our business, the price of our Class A Common Stock would likely decline. If few analysts cover us, demand for our Class A Common Stock could decrease and our Class A Common Stock price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering us in the future or fail to publish reports on us regularly.
We may be subject to securities litigation, which is expensive and could divert management attention.
The market price of our Class A Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation and investigations or past investigations and litigation may resurface in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.
Future resales of Class A Common Stock may cause the market price of our securities to drop significantly, even if our business is doing well.
Following the expiration of the lock-up agreements entered into in connection with the Business Combination stockholders of WeWork that were party to such agreements are no longer restricted from selling shares of WeWork common stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of WeWork common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could increase volatility in our share price or reduce the market price of our Class A Common Stock.
The obligations associated with being a public company involve significant expenses and will require significant resources and management attention, which may divert from our business operations.
As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, we will continue to incur significant legal, accounting and other expenses that Legacy WeWork did not previously incur. Our entire management team and many of our other employees need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.
These rules and regulations will result in us incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.
52

Table of Contents
Non-U.S. holders of our capital stock, in certain situations, could be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of our capital stock.
We believe that we were, as of the date of the Business Combination, and might be, as of the date of this Form 10-K, a United States real property holding corporation ("USRPHC") under the Foreign Investment in Real Property Tax Act ("FIRPTA"). Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). If we have been a USRPHC during the shorter of a non-U.S. holder’s holding period for shares of our capital stock or the five-year period preceding such non-U.S. holder’s disposition of such shares of our capital stock, any such non-U.S. holder may be subject to U.S. federal income tax on gain from disposition of those shares of our capital stock under FIRPTA, in which case such non-U.S. holder would also be required to file U.S. federal income tax returns with respect to such gain. In addition, a purchaser of such shares from a non-U.S. holder may be required to withhold U.S. tax in an amount equal to 15% of the gross proceeds from such a purchase.
Non-U.S. holders of our capital stock should consult with their own tax advisors concerning the U.S. federal income tax consequences of the sale, exchange or other disposition of our capital stock.
The historical financial results of Legacy WeWork included elsewhere in this Form 10-K may not be indicative of what WeWork’s actual financial position or results of operations would have been.
The historical financial results of Legacy WeWork included elsewhere in this Form 10-K do not reflect the financial condition, results of operations or cash flows that Legacy WeWork would have achieved as a public company during the periods presented or those WeWork will achieve in the future. This is primarily the result of the following factors: (i) WeWork will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes Oxley Act; and (ii) WeWork’s capital structure will be different from that reflected in Legacy WeWork’s historical financial statements. WeWork’s financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this Form 10-K, so it may be difficult for investors to compare WeWork’s future results to historical results or to evaluate its relative performance or trends in its business.

Item 1B. Unresolved Staff Comments
As of the filing of this annual report on Form 10-K, there were no unresolved comments from the Staff of the Securities and Exchange Commission.
53

Table of Contents
Item 2. Properties
We generally lease the real estate for our locations. As of December 31, 2022, we had 779 open locations across 39 countries, excluding our corporate headquarters located at 75 Rockefeller Plaza, New York, NY 10019.
RegionNumber of
Locations
United States & Canada(1)
301 
International214 
Latin America85 
China(2)
85 
Japan40 
India(2)
40 
Israel(2)
14 
Total779 
(1)Includes 18 Common Desk locations under management agreements and included in our Unconsolidated Locations
(2)Unconsolidated locations as of December 31, 2022.
Item 3. Legal Proceedings
See the section entitled “Legal Matters” in Note 26 of the notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.
Item 4. Mine Safety Disclosures
Not applicable.
54

Table of Contents
Part II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Market Information
Our publicly traded Class A Common Stock and warrants are currently listed on the New York Stock Exchange under the symbols “WE” and “WE WS,” respectively. Prior to the consummation of the Business Combination on October 20, 2021, BowX’s units, Class A Common Stock and public warrants were listed on the Nasdaq Capital Market under the symbols “BOWXU,” “BOWX” and “BOWXW,” respectively.
Holders of Record
As of March 20, 2023, there were 270 holders of record of our Class A Common Stock and five holders of record of our Class C Common Stock. A substantially greater number of beneficial owners hold shares through banks, brokers and other financial institutions.
Dividend Policy
We have not paid any cash dividends on our common stock to date. The agreements governing our debt facilities impose, and agreements governing our future debt facilities are expected to impose, certain restrictions on distributions by WeWork Companies LLC to WeWork, and limit our ability to pay cash dividends. The payment of cash dividends also is dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the Board at such time. The Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.
Recent Sales of Unregistered Securities
All sales of unregistered securities during the fiscal year ended December 31, 2022 have been previously reported in our filings with the SEC.
Issuer Purchases of Equity Securities
None.
Performance Graph
The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s 500 Index and the Dow Jones Global Select REIT Office Index. The graph assumes an initial investment of $100 in our common stock at the market close on August 5, 2020, which was Legacy BowX's initial trading day. Data for the Standard & Poor’s 500 Index and the Dow Jones Global Select REIT Office Index assume reinvestment of dividends.
The returns shown are based on historical results and are not intended to suggest future performance.
55

Table of Contents
we-20221231_g1.jpg

Item 6. Reserved
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
WeWork is the leading global flexible workspace provider, serving a membership base of businesses large and small through our network of 779 locations, including 622 Consolidated Locations (as defined in the section entitled "Key Performance Indicators"), around the world as of December 2022. With our global footprint, we have worked to establish ourselves as the preeminent brand within the space-as-a-service category by combining best-in-class locations and design with member-first hospitality and exceptional community experiences. Since new management was instituted in 2020, we immediately began to execute a strategic plan to transform our business. With a more efficient operating model and cost conscious mindset, moving forward we expect to pursue profitable growth and focus on the digitization of our real estate in order to enhance our product offerings, and expand and diversify our membership base, while continuously meeting the growing demand for flexibility.
WeWork’s core business offering provides flexibility across space, time and cost. Whether users are looking for a dedicated desk, a private office or a fully customized floor, our members have the flexibility to choose the amount of space they need and scale with us as their businesses grow. Members also have the optionality to choose the type of membership that works for them, with a range of flexible offerings that provide access to space on a monthly subscription basis, through a multi-year membership agreement or on a pay-as-you-go basis. Additionally, a WeWork membership provides members with portability of cost, giving our members the flexibility to move part or all of an existing commitment to a new market, region or country.
Membership agreements provide our members with access to space along with certain baseline amenities and services, such as private phone booths, internet, high-speed business printers and copiers, mail and packaging handling, front desk services, 24/7 building access, unique common areas and daily enhanced cleaning for no additional cost.
Beyond the amenities offered, we believe that our community team is what sets us apart from other space providers in the industry. With a member-first mindset, our community teams provide an exceptional level of hospitality by not only overseeing onsite operations and supporting day-to-day needs, but also focusing on cultivating meaningful relationships with and between our members to deliver a premium experience.
56

Table of Contents
By providing all of the overhead services required to find and operate office space, WeWork significantly reduces the complexity and cost of leasing real estate to a simplified membership model.
In the wake of the COVID-19 pandemic, we accelerated our efforts to digitize our real estate offering through the launch of the WeWork All Access and WeWork On Demand products (collectively, "WeWork Access"). WeWork All Access is a monthly subscription-based model that provides members with access to book space at any participating WeWork location within their home country. Through WeWork All Access, members can book dedicated desks, conference rooms and private offices right from their phones – enabling users to choose when, where and how they work. WeWork On Demand provides users pay-as-you-go access to book individual workspace or conference rooms at nearby WeWork locations, giving members the flexibility to book individual workspace by the hour or conference rooms by the day on the WeWork On Demand mobile app.
Key Performance Indicators
To evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions, we rely on our financial results prepared in accordance with GAAP, non-GAAP measures, and the following key performance indicators.
For certain key performance indicators, the amounts we present are based on whether the indicator relates to a location for which the revenues and expenses of the location are consolidated within our results of operations ("Consolidated Locations") or whether the indicator relates to a location for which the revenues and expenses are not consolidated within our results of operations, but for which we are entitled to a management fee for our advisory services ("Unconsolidated Locations"). As of December 31, 2022, our locations in India, the Greater China region, Israel, and certain Common Desk Inc. ("Common Desk") locations under management agreements are our only Unconsolidated Locations.
Unless otherwise noted, we present our key performance indicators as an aggregation of Consolidated Locations and Unconsolidated Locations ("Systemwide Locations"). As presented in this Form 10-K, certain amounts, percentages and other figures have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars or percentage amounts of changes may not represent the arithmetic summation or calculation of the figures that precede them. Any totals of key performance indicators presented as of a period end reflect the count as of the first day of the last month in the period. First-of-the-month counts are used because the economics of those counts generally impact the results for that monthly period, and most move-ins and openings occur on the first day of the month.
Workstation Capacity
Workstation capacity represents the estimated number of workstations available at total open locations.
Workstation capacity is a key indicator of our scale and our capacity to sell memberships across our network of locations. Our future sales and marketing expenses and capital expenditures will be a function of our efforts to increase workstation capacity. The cost at which we build out our workstations affects our capital expenditures, and the cost at which we acquire memberships and fill our workstations affects our sales and marketing expenses. As of December 2022, we had total workstation capacity of 906 thousand, down less than 1% from 912 thousand as of December 2021, with the decrease as a direct result of the Company's continued operational restructuring efforts to exit leases throughout 2022.
Workstation capacity is presented in this Form 10-K rounded to the nearest thousand. Workstation capacity is based on management’s best estimates of capacity at a location based on our inventory management system and sales layouts and is not meant to represent the actual count of workstations at our locations.
57

Table of Contents
Memberships
Memberships are the cumulative number of physical memberships, WeWork All Access memberships, and WeMemberships (the latter of which are certain predecessor products). Physical memberships provide access to a workstation and represent the number of memberships from our various product offerings, including our standard dedicated desks, private offices and customized floors. WeWork All Access memberships are monthly memberships providing an individual with access to participating WeWork locations. WeMemberships are legacy products that provide member user login access to the WeWork member network online or through the mobile application as well as access to service offerings and the right to reserve space on an à la carte basis, among other benefits. Each physical membership, WeWork All Access membership, and other legacy memberships is considered to be one membership.
The number of memberships is a key indicator of the adoption of our global membership network, the scale and reach of our network and our ability to fill our locations with members. Memberships also represent monetization opportunities from our current and future service offerings. Memberships are presented in this Form 10-K rounded to the nearest thousand. Memberships can differ from the number of individuals using workspace at our locations for a number of reasons, including members utilizing workspace for fewer individuals than the space was designed to accommodate.
As of December 2022, we had 754 thousand total memberships, an increase of 19% from 635 thousand memberships as of December 2021. This increase in total memberships included a 16% increase in physical memberships and a 54% increase in WeWork All Access and Other Legacy Memberships.
Physical Occupancy Rate
Physical occupancy rates are calculated by dividing physical memberships by workstation capacity in a location. Physical occupancy rates are a way of measuring how full our workspaces are. As of December 2022, our physical occupancy rate was 75%, compared to 65% as of December 2021. The increase in physical occupancy rate was primarily due to a 16% increase in physical memberships as members continue returning to the office.
Physical Membership Average Revenue per Membership
Physical membership monthly average revenue per membership ("ARPM") is calculated by dividing membership and service revenue less WeWork Access revenue and Unconsolidated Locations management fee revenue by Consolidated Locations cumulative physical memberships in the period. For example, a member that is active for ten months of the year would represent ten cumulative physical memberships. Physical membership monthly ARPM is a way of measuring the impact of revenue due to changes in price or rate. For the year ended December 31, 2022, our physical membership monthly ARPM was $481, compared to $487 as of December 31, 2021.
A calculation of Physical Membership Monthly ARPM is set forth below:
(Amounts in millions, except memberships in thousands and ARPM in ones)Year Ended December 31,
202220212020
Membership and service revenue$3,201 $2,467 $3,133 
WeWork Access revenue(178)(71)— 
Unconsolidated Locations management fee revenue(18)(9)(5)
Consolidated Locations Physical Membership and Service revenue3,005 2,387 3,128 
Consolidated Locations cumulative physical memberships6,252 4,899 6,218 
Physical Membership Monthly ARPM$481 $487 $503 
Enterprise Physical Membership Percentage
Enterprise memberships represent memberships attributable to Enterprise Members, which we define as organizations with 500 or more full-time employees. Enterprise Members are strategically important for
58

Table of Contents
our business as they typically sign membership agreements with longer-term commitments and for multiple solutions, which enhances our revenue visibility.
Enterprise physical membership percentage represents the percentage of our memberships attributable to these organizations. There is no minimum number of workstations that an organization needs to reserve in order to be considered an Enterprise Member. For example, an organization with 700 full-time employees that pays for 50 of its employees to occupy workstations at our locations would be considered one Enterprise Member with 50 memberships. As of December 2022, 46% of our Consolidated Locations physical memberships were attributable to Enterprise Members, down from 47% as of December 2021. For the year ended December 31, 2022, Enterprise Memberships accounted for 46% of membership and service revenue compared to 48% for the year ended December 31, 2021.
Non-GAAP Financial Measures
To evaluate the performance of our business, we rely on both our results of operations prepared in accordance with GAAP as well as certain non-GAAP financial measures, including Adjusted EBITDA, Free Cash Flow, and constant-currency presentation of certain financial measures. These non-GAAP measures, as discussed further below, are not defined or calculated under principles, standards or rules that comprise GAAP. Accordingly, the non-GAAP financial measures we use and refer to should not be viewed as a substitute for financial measures calculated in accordance with GAAP and we encourage you not to rely on any single financial measure to evaluate our business, financial condition, or results of operations. These non-GAAP financial measures are supplemental measures that we believe provide management and our investors with a more detailed understanding of our performance. Our definitions of Adjusted EBITDA, Free Cash Flow, and constant-currency described below are specific to our business and you should not assume that they are comparable to similarly titled financial measures that may be presented by other companies.
Adjusted EBITDA
We supplement our GAAP financial results by evaluating Adjusted EBITDA, which is a non-GAAP measure. We define "Adjusted EBITDA" as net loss before income tax (benefit) provision, interest and other (income) expenses, net, depreciation and amortization, restructuring and other related (gains) costs, impairment expense/(gain on sale) of goodwill, intangibles and other assets, stock-based compensation expense, stock-based payments for services rendered by consultants, change in fair value of contingent consideration liabilities, legal, tax and regulatory reserves or settlements, legal costs incurred by the Company in connection with regulatory investigations and litigation regarding the Company’s 2019 withdrawn initial public offering and the related execution of the SoftBank Transactions, as defined in Note 1 of the Notes to the Consolidated Financial Statements included in this Form 10-K, net of any insurance or other recoveries, and expense related to mergers, acquisitions, divestitures and capital raising activities.
A reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA is set forth below:
Year Ended December 31,
(Amounts in millions)202220212020
Net loss(1)
$(2,295)$(4,632)$(3,834)
Income tax (benefit) provision(1)
20 
Interest and other (income) expenses, net(1)
698 931 (533)
Depreciation and amortization(1)
641 709 779 
Restructuring and other related (gains) costs(1)
(200)434 207 
Impairment expense/(gain on sale) of goodwill, intangibles and other assets(1)
625 870 1,356 
Stock-based compensation expense(2)
49 110 51 
Other, net(3)
(1)42 71 
Adjusted EBITDA $(477)$(1,533)$(1,883)
59

Table of Contents
(1)As presented on our Consolidated Statements of Operations.
(2)Represents the non-cash expense of our equity compensation arrangements for employees, directors, and consultants.
(3)Other, net includes the remaining adjustments described above and are included in Selling, general and administrative expenses on the Consolidated Statements of Operations.
When used in conjunction with GAAP financial measures, we believe that Adjusted EBITDA is a useful supplemental measure of operating performance because it facilitates comparisons of historical performance by excluding non-cash items such as stock-based payments, fair market value adjustments and impairment charges and other amounts not directly attributable to our primary operations, such as the impact of restructuring costs, acquisitions, disposals, non-routine investigations, litigation and settlements. Depreciation and amortization relate primarily to the depreciation of our leasehold improvements, equipment and furniture. These capital expenditures are incurred and capitalized subsequent to the commencement of our leases and are depreciated over the lesser of the useful life of the asset or the term of the lease. The initial capital expenditures are assessed by management as an investing activity, and the related depreciation and amortization are non-cash charges that are not considered in management’s assessment of the daily operating performance of our locations. As a result the impact of depreciation and amortization is excluded from our calculation of Adjusted EBITDA. Restructuring and other related (gains) costs relate primarily to the decision to slow growth and terminate leases and are therefore not ordinary course costs directly attributable to the daily operation of our locations. In addition, while the legal costs incurred by the Company in connection with regulatory investigations and litigation regarding the Company’s 2019 withdrawn initial public offering and the related execution of the SoftBank Transactions are cash expenses, these are not expected to be recurring after the matters are resolved and they do not represent expenses necessary for our business operations.
Adjusted EBITDA is also a key metric used internally by our management to evaluate performance and develop internal budgets and forecasts.
Adjusted EBITDA has limitations as an analytical tool, should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP and does not provide a complete understanding of our operating results as a whole. Some of these limitations are:
it does not reflect changes in, or cash requirements for, our working capital needs;
it does not reflect our interest expense or the cash requirements necessary to service interest or principal payments on our debt;
it does not reflect our tax expense or the cash requirements to pay our taxes;
it does not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments;
although stock-based compensation expenses are non-cash charges, we rely on equity compensation to compensate and incentivize employees, directors and certain consultants, and we may continue to do so in the future; and
although depreciation, amortization and impairments are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and this non-GAAP measure does not reflect any cash requirements for such replacements.
Free Cash Flow
Because of the limitations of Adjusted EBITDA, as noted above, we also supplement our GAAP results by evaluating Free Cash Flow, a non-GAAP measure. We define "Free Cash Flow" as net cash provided by (used in) operating activities less purchases of property, equipment and capitalized software, each as presented in the Company's Consolidated Statements of Cash Flows and calculated in accordance with GAAP.
60

Table of Contents
The prior years' financial information has been reclassified to conform to the current year presentation for the aggregation of capitalized software of $47 million, $40 million and $23 million during the years ended December 31, 2022, 2021 and 2020, respectively, and purchases of property and equipment into one financial statement line item, "Purchases of property, equipment and capitalized software".    
A reconciliation of net cash provided by (used in) operating activities, the most comparable GAAP measure, to Free Cash Flow is set forth below:
Year Ended December 31,
(Amounts in millions)202220212020
Net cash provided by (used in) operating activities (1)
$(733)$(1,912)$(857)
Less: Purchases of property, equipment and capitalized software (1)
(338)(337)(1,464)
Free Cash Flow$(1,071)$(2,249)$(2,321)
(1)As presented on our Consolidated Statements of Cash Flows.
Free Cash Flow is both a performance measure and a liquidity measure that we believe provides useful information to management and investors about the amount of cash generated by or used in the business. Free Cash Flow is also a key metric used internally by our management to develop internal budgets, forecasts and performance targets.
Free Cash Flow has limitations as an analytical tool, should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP and does not provide a complete understanding of our results and liquidity as a whole. Some of these limitations are:
it only includes cash outflows for purchases of property, equipment and capitalized software and not for other investing cash flow activity or financing cash flow activity;
it is subject to variation between periods as a result of changes in working capital and changes in timing of receipts and disbursements;
although non-cash GAAP straight-line lease costs are non-cash adjustments, these charges generally reflect amounts we will be required to pay our landlords in cash over the lifetime of our leases; and
although stock-based compensation expenses are non-cash charges, we rely on equity compensation to compensate and incentivize employees, directors and certain consultants, and we may continue to do so in the future.
Constant-Currency
The U.S. dollar is the functional currency of our consolidated and unconsolidated entities operating in the United States. For our consolidated and unconsolidated entities operating outside of the United States, we generally assign the relevant local currency as the functional currency, as the local currency is generally the principal currency of the economic environment in which the foreign entity primarily generates and expends cash. As exchange rates may fluctuate between periods, revenue and operating expenses, when converted into U.S. dollars, may also fluctuate between periods. During the years ended December 31, 2022 and 2021 our results of operations were primarily impacted by fluctuations in the U.S. dollar-British Pound and U.S. dollar-Euro.
We supplement our GAAP financial results and Adjusted EBITDA by evaluating our results on a constant-currency basis. We believe that the disclosure of our financial results on a constant-currency basis is a useful supplemental measure of operating performance because it facilitates comparisons of historical performance by excluding the effects of foreign currency volatility. We calculate our constant-currency results by translating the prior year functional currency results at the current period actual foreign currency exchange rate. The presentation of financial results on a constant-currency basis should be
61

Table of Contents
considered in addition to, but not a substitute for, measures of financial performance reported in accordance with GAAP.
The following table sets forth the constant-currency impact of foreign exchange for certain financial measures on the Company’s Consolidated Results of Operations and Adjusted EBITDA for the years ended December 31, 2022 and 2021:
Year Ended December 31,%%
20222021ChangeChange
(Amounts in millions, except percentages)Actual CurrencyActual CurrencyFX ImpactActual CurrencyConstant Currency
Revenue$3,245 $2,570 $(126)26 %33 %
Expenses:
Location operating expenses—cost of revenue(1)
2,914 3,085 (144)(6)%(1)%
Pre-opening location expenses121 159 (6)(24)%(21)%
Selling, general and administrative expenses(2)
735 1,011 (32)(27)%(25)%
Restructuring and other related (gains) costs(200)434 (146)%(145)%
Impairment expense/(gain on sale) of goodwill, intangibles and other assets
625 870 (23)(28)%(26)%
Depreciation and amortization641 709 (29)(10)%(6)%
Total expenses$4,836 $6,268 $(225)(23)%(20)%
Loss from operations(1,591)(3,698)99 (57)%(56)%
Adjusted EBITDA(3)
$(477)$(1,533)$54 (69)%(68)%
(1)Exclusive of depreciation and amortization shown separately on the Depreciation and amortization line in the amount of $602 million and $672 million for the years ended December 31, 2022 and 2021, respectively.
(2)Includes cost of revenue in the amount of $35 million and $91 million during the years ended December 31, 2022 and 2021, respectively.
(3)See section entitled "Key Performance Indicators — Non-GAAP Financial Measures — Adjusted EBITDA" for a reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA.
The following table sets forth the constant-currency impact of foreign exchange for certain financial measures on the Company’s Consolidated Results of Operations and Adjusted EBITDA for the years ended December 31, 2021 and 2020:
Year Ended December 31,%%
20212020ChangeChange
(Amounts in millions, except percentages)Actual CurrencyActual CurrencyFX ImpactActual CurrencyConstant Currency