we-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2023


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

For the transition period from ___________ to ___________

Commission file number 001-39419

WEWORK INC.

(Exact name of registrant as specified in its charter)


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

(646) 389-3922

Registrant's telephone number, including area code

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


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

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

None

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

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

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


Large accelerated filer	o	Accelerated filer	x
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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

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

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WeWork Inc.

FORM 10-Q

THREE AND SIX MONTHS ENDED JUNE 30, 2023

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		Page
Part I - Financial Information
Cautionary Note Regarding Forward-Looking Statements		3
Item 1.	Financial Statements and Supplementary Data	6
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations	8
	Condensed Consolidated Statements of Comprehensive Loss	9
	Condensed Consolidated Statement of Changes in Convertible Preferred Stock, Noncontrolling Interests, and Equity	10
	Condensed Consolidated Statements of Cash Flows	12
	Notes to the Condensed Consolidated Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	70
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	113
Item 4.	Controls and Procedures	114
Part II - Other Information
Item 1.	Legal Proceedings	115
Item 1A.	Risk Factors	116
Item 1B.	Unresolved Staff Comments	116
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	116
Item 3.	Defaults Upon Senior Securities	117
Item 4.	Mine Safety Disclosures	117
Item 5.	Other Information	117
Item 6.	Exhibits	119
	Signatures	119

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Part I.

Cautionary Note Regarding Forward-Looking Statements

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

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

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

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

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

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

•our public securities’ potential liquidity and trading;

• our ability to raise additional capital in the future;

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

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

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

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

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

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

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

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

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

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

•our 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, and the impact of such conditions on WeWork and our customers;

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

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

•our ability to manage our growth effectively;

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

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

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

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

•the success of strategic relationships with third parties;

•the anticipated benefits of our partnerships with third parties;

•the outcome of any known and unknown litigation and regulatory proceedings, including the outcome of any legal proceedings that may be instituted against us or others relating to the 2023 Debt Restructuring Transactions;

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

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

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

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

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

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

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

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

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Item 1. Financial Statements and Supplementary Data

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WEWORK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


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

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

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

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


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


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


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

Other liabilities	277		282

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

Redeemable noncontrolling interests	(33)		(20)
Equity
WeWork Inc. shareholders' equity (deficit):
Preferred stock; par value $0.0001; 100,000,000 shares authorized, zero issued and outstanding as of June 30, 2023 and December 31, 2022	—		—
Common stock Class A; par value $0.0001; 4,874,958,334 shares authorized, 2,112,965,359 shares issued and 2,110,021,147 shares outstanding as of June 30, 2023, and 1,500,000,000 shares authorized, 711,106,961 shares issued and 708,162,749 shares outstanding as of December 31, 2022	—		—
Common stock Class C; par value $0.0001; 25,041,666 shares authorized, 19,938,089 shares issued and outstanding as of June 30, 2023 and December 31, 2022	—		—
Treasury stock, at cost; 2,944,212 shares held as of June 30, 2023 and December 31, 2022	(29)		(29)
Additional paid-in capital	13,004		12,387
Accumulated other comprehensive income (loss)	97		149
Accumulated deficit	(16,790)		(16,177)
Total WeWork Inc. shareholders' deficit	(3,718)		(3,670)
Noncontrolling interests	158		235
Total equity	(3,560)		(3,435)
Total liabilities and equity	$	15,063	$	17,863

(1)See Note 19 for disclosure of related party amounts.

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

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WEWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions, except share and per share amounts)	2023		2022		2023		2022
Revenue(1)	$	844	$	815	$	1,693	$	1,580
Expenses:
Location operating expenses—cost of revenue (exclusive of depreciation and amortization of $149 and $150 for the three months ended and $290 and $308 for the six months ended June 30, 2023 and 2022, respectively, shown separately below)	725		736		1,449		1,472
Pre-opening location expenses	8		38		15		85
Selling, general and administrative expenses	150		189		305		397
Restructuring and other related (gains) costs	(107)		(26)		(165)		(156)
Impairment expense/(gain on sale)	263		36		340		127
Depreciation and amortization	156		158		304		329
Total expenses(1)	1,195		1,131		2,248		2,254
Loss from operations	(351)		(316)		(555)		(674)
Interest and other income (expenses), net:

Interest expense (including related party expenses of $44 and $132 for the three months ended and $124 and $222 for the six months ended June 30, 2023 and 2022, respectively. See Note 12)(1)	(102)		(159)		(223)		(272)
Foreign currency gain (loss)	20		(157)		51		(201)
Other income (expense), net	41		—		33		10



Total interest and other income (expenses), net	(41)		(316)		(139)		(463)
Pre-tax loss	(392)		(632)		(694)		(1,137)
Income tax benefit (provision)	(5)		(3)		(2)		(2)
Net loss	(397)		(635)		(696)		(1,139)
Net loss attributable to noncontrolling interests:
Redeemable noncontrolling interests — mezzanine	10		15		16		36
Noncontrolling interest — equity	38		43		67		91
Net loss attributable to WeWork Inc.	$	(349)	$	(577)	$	(613)	$	(1,012)
Net loss per share attributable to Class A common stockholders (see Note 17):
Basic	$	(0.21)	$	(0.76)	$	(0.51)	$	(1.33)
Diluted	$	(0.21)	$	(0.76)	$	(0.51)	$	(1.33)
Weighted-average shares used to compute net loss per share attributable to Class A common stockholders, basic and diluted	1,626,430,041		761,552,438		1,199,105,476		760,620,470

(1)See Note 19 for disclosure of related party amounts.

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

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WEWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
(Amounts in millions)	2023		2022		2023		2022
Net loss	$	(397)	$	(635)	$	(696)	$	(1,139)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax of none for the three and six months ended June 30, 2023, and 2022	(24)		138		(56)		168
Unrealized (loss) gain on available-for-sale securities, net of tax of none and $1 for the three months and none and $1 for the six months ended June 30, 2023, and 2022, respectively	—		—		—		2
Other comprehensive income (loss), net of tax	(24)		138		(56)		170
Comprehensive loss	(421)		(497)		(752)		(969)
Net loss attributable to noncontrolling interests	48		58		83		127
Other comprehensive (income) loss attributable to noncontrolling interests	4		19		4		26
Comprehensive loss attributable to WeWork Inc.	$	(369)	$	(420)	$	(665)	$	(816)

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

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WEWORK INC.

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

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(UNAUDITED)


	Redeemable

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

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

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

Balance—June 30, 2023		$	(33)


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

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

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

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

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

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

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WEWORK INC.

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

FOR THE SIX MONTHS ENDED JUNE 30, 2022

(UNAUDITED)


	Redeemable

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

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

Balance—June 30, 2022		$	(4)


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

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

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

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

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

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WEWORK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


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

Impairment expense/(gain on sale)	340		127


Stock-based compensation expense	6		26


Non-cash interest expense	57		149



Non-cash debt extinguishment	(35)		—
Foreign currency (gain) loss	(51)		201


Other non-cash operating expenses	15		42

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



Accounts receivable and accrued revenue	1		14
Other assets	4		(22)
Accounts payable and accrued expenses	(42)		(90)
Deferred revenue	(40)		2
Other liabilities	32		14

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










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





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



Debt and equity issuance costs	(48)		(17)








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


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

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

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

Note 1. Organization and Business

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

The Company’s operations are headquartered in New York.

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

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

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

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

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

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

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Note 2. Summary of Significant Accounting Policies

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

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

The Company operates as a single operating segment. See Note 20 for further discussion on the Company's segment reporting.

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

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

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

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

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

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

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

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

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

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

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

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

•Controlling expenses and limiting capital expenditures.

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

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

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

Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Actual results could differ from those estimates. This includes the net operating income assumptions in the Company's long-lived asset impairment testing, the timing of capital expenditures and fair value measurement changes for assets and liabilities that the Company measures at fair value and its assessment of its ability to continue to meet its obligations as they come due.

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

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affected will largely depend on the extent to which our members renew their membership agreements, the effect on demand for WeWork memberships, any permanent shifts in working from home and the Company's ongoing lease negotiations with its landlords, among others.

Reclassifications — Certain reclassifications have been made to prior years' financial information to conform to the current year presentation. These reclassifications include the inclusion of 5.00% Senior Notes in Long-term debt, net, and the inclusion of Warrant liabilities, net in Other liabilities for all periods presented on the Condensed Consolidated Balance Sheets. These reclassifications also include the aggregation of Income (loss) from equity method and other investments, Interest income, and Gain (loss) from change in fair value of warrant liabilities into one financial statement line item, "Other income (expense), net" on the Condensed Consolidated Statements of Operations.

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

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

Tax Asset Preservation Plan

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

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

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

Note 3. Supplemental Disclosure of Cash Flow Information


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

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

Other non-cash operating expenses:




Provision for allowance for doubtful accounts	3		2
(Income) loss from equity method and other investments	6		3
Non-cash distribution of income from equity method and other investments	7