Table of Contents WEWORK COMPANIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED) Other pre-opening location expenses primarily represent the costs incurred before a location opens for member operations excluding real estate lease costs. These primarily include employee compensation and benefits, utilities and cleaning expenses. Note 18. Convertible Preferred Stock As of December 31, 2018 and June 30, 2019, the Company had outstanding the following series of convertible preferred stock, each par value $0.001 per share: December 31, 2018 June 30, 2019 (Amounts in thousands, Shares Conversion Shares except per share Issued and Carrying Price per Liquidation Shares Issued and Carrying amounts) Outstanding Amount Share Preference Authorized Outstanding Amount Series A 38,393 $ 17,350 $ 0.46 $ 17,500 38,393 38,393 $ 17,350 Series B 22,165 40,995 1.85 41,039 22,165 22,165 40,995 Series C 28,404 154,699 5.36 152,227 29,189 28,404 154,699 Series D-1 11,939 198,541 16.65 198,800 11,939 11,939 198,541 Series D-2 9,380 155,996 16.65 156,200 9,381 9,380 155,996 Series E 13,194 433,507 32.89 433,934 13,194 13,194 433,507 Series F 13,759 675,913 50.19 690,612 14,942 13,759 675,913 Series G 33,114 1,729,997 57.90 2,017,338 34,742 33,114 1,729,997 Series G-1 — — 110.00 — 45,455 — — Acquisition 1,408 90,398 86.69 218,152 13,900 2,516 182,788 Junior 2 1,300 866.67 1,300 2 2 1,300 Total 171,758 $ 3,498,696 $ 3,927,102 233,302 172,866 $ 3,591,086 In March 2018, the Board of Directors of the Company designated 13,900,000 shares of authorized preferred stock as Acquisition Preferred Stock (“Acquisition Preferred Stock”) which may be divided and issued from time to time in one or more series as designated by the Board of Directors. As of June 30, 2019, the Board of Directors had designated a total of 1,600,000 shares of Acquisition Preferred Stock as Series AP-1 Acquisition Preferred Stock (“Series AP-1”) , 40,000 shares as Series AP-2 Acquisition Preferred Stock (“Series AP-2”), 1,100,000 shares as Series AP-3 Acquisition Preferred Stock (“Series AP-3”) and 200,000 shares as Series AP-4 Acquisition Preferred Stock (“Series AP-4”). During the year ended December 31, 2018 and the six months ended June 30, 2019, the Company issued a total of 1,407,796 and 1,108,816 shares, respectively, of Acquisition Preferred Stock in connection with the acquisitions discussed in Note 8. During the year ended December 31, 2018, the Company issued a total of 49,152 shares of Series G Preferred Stock in connection with the release of equity holdback amounts related to acquisitions. During the year ended December 31, 2014, the Company issued a convertible note that is convertible into shares of Series C Preferred Stock. The convertible note was included as a component of the carrying amount of the Series C Preferred Stock upon its inception during 2014. As of June 30, 2019 and December 31, 2018, the remaining balance of the convertible note, included as a component of the carrying amount of the Series C Preferred Stock, is $4.2 million and represents the right to convert into 785,302 shares of Series C Preferred Stock. F-113