Table of Contents WEWORK COMPANIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 The unaudited pro forma net basic and diluted net loss per share attributable to Class A and Class B common stockholders for the year ended December 31, 2018 has been prepared to give effect to adjustments to the denominator in the pro forma basic and diluted net income per share calculation to give effect to: • the automatic conversion of all outstanding convertible preferred stock into Class A common stock other than our Junior Preferred Stock which automatically converts to Class B common stock in connection with a qualifying initial public offering. The Company used the if-converted method as though the conversion had occurred as of the beginning of the period or the original date of issuance, if later; • the automatic conversion of our Convertible Note and series C convertible note that ultimately automatically convert into Class A common stock at a conversion price of $110 per share and $5.36 per share, respectively; • the issuance of common stock upon the vesting and settlement of RSUs for which the service-based vesting condition was satisfied as of December 31, 2018 and the qualifying event-based vesting condition will be satisfied in connection with an IPO. The liquidation and dividend rights are identical among Class A and Class B common stock, and both classes of common stock share equally in our earnings and losses. The numerators and denominators of the basic and diluted pro forma net loss per share computations for our common stock are calculated as follows for the year ended December 31, 2018: Year Ended (Amounts in thousands, except share and per share data) December 31, 2018 Numerator: Net loss attributable to WeWork Companies Inc. as reported $ (1,610,792) Add: interest expense and amortization of debt discount for Convertible Note 22,359 Add: change in fair value of embedded redemption derivative liability 97,587 Net loss attributable to Class A and Class B common stockholders for pro forma computation $ (1,490,846) Denominator Basic shares: Weighted-average shares outstanding used for basic net loss per share computation 163,148,918 Pro forma adjustment to reflect assumed conversion of Series A, B, C, D-1, D-2, E, F, G, and Acquisition preferred stock to Class A common stock 171,369,355 Pro forma adjustment to reflect assumed conversion of convertible notes to Class A common stock 3,848,814 Pro forma adjustment to reflect assumed conversion of Junior Preferred Stock to Class B common stock 1,500 Number of shares used for pro forma basic net loss per share computation 338,368,587 Diluted shares: Weighted-average shares - Diluted 338,368,587 Pro forma net loss per share attributable to Class A and Class B common stockholders: Basic $ (4.41) Diluted $ (4.41) F-58
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