WeWork SPAC Presentation Deck
Disclaimer (cont'd)
Company Projections
All projections, estimates, goals, targets, plans, trends or other statements with respect to future results or future events in this presentation are forward-looking statements that are based on WeWork's management estimates and assumptions
(including, without limitation regarding average occupancy, estimated expenses, estimated revenues and satisfaction of financing condition), that are inherently subject to significant uncertainties and contingencies, some of which may not materialize
or may change, and are subject to risks and uncertainties over which WeWork and BowX have no control or ability to predict. Unanticipated events may occur that could affect the outcome of such projections, estimates, goals, targets, plans, trends and
other statements. You must make your own determinations as to the reasonableness of these projections, estimates, goals, targets, plans, trends and other statements and should also note that if one or more estimates change, or one or more
assumptions are not met, or one or more unexpected events occur, the performance and results set forth in such projections, estimates, goals, targets, plans, trends and other statements may not be achieved. We can give no assurance as to future
operations, performance, results or events. The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that WeWork and BowX, or their representatives, considered or consider the financial
projections, estimates and targets to be a reliable prediction of future events.
Use of Non-GAAP Financial Metrics
This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles in the United States ("GAAP"), including Adjusted EBITDA and Adjusted EBITDA margin (including on a forward-looking
basis). These financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered
in isolation or as an alternative to net loss or other measures of profitability, liquidity or performance under GAAP. You should be aware that our presentation of these measures may not be comparable to similarly titled measures used by other
companies, which may be defined and calculated differently. WeWork believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about WeWork. WeWork's
management uses forward-looking non-GAAP measures to evaluate WeWork's projected financials and operating performance.
Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included in the Appendix to this presentation. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they
are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
2020 Preliminary Financial Information
WeWork's consolidated financial statements for the twelve months ended December 31, 2020 are not yet available. This presentation includes certain preliminary unaudited consolidated financial information for the twelve months ended December 31,
2020 that is based solely on WeWork's management's estimates reflecting currently available preliminary information, and remains subject to WeWork's consideration of subsequent events. WeWork's independent registered public accounting firm has
not audited or reviewed, and does not express an opinion with respect to, this financial information. WeWork's final consolidated financial results as of and for the twelve months ended December 31, 2020 may materially differ from the estimates and
the interim balances set forth in this presentation. Such estimates constitute forward-looking statements and are subject to risks and uncertainties, including those described under "Forward-Looking Statements."
India and China
This presentation includes operating metrics (including number of locations or workstations) relating to WeWork's investments and operations in China and India. However, the results of WeWork's operations in China and India is not reflected in the
WeWork financial statements and projections set forth in this presentation, as such operations are not conducted through consolidated subsidiaries or controlling interests of WeWork. Unless otherwise explicitly specified in this presentation, India
and China related metrics are excluded from all calculations.
Participation in Solicitation
WeWork and BowX and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of BowX's shareholders in connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the names and interests in the proposed business combination of BowX's directors and officers in BowX's filings with the SEC, including BowX's registration statement on Form S-1, which
was originally filed with the SEC on July 17, 2020. To the extent that holdings of BowX's securities have changed from the amounts reported in BowX's registration statement on Form S-1, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to BowX's shareholders in connection with the proposed business combination is
set forth in the Proxy Statement/prospectus on Form S-4 for the proposed business combination, which is expected to be filed by BowX with the SEC.
Trademarks
This presentation contains trademarks, service marks, trade names and copyrights of WeWork and other companies, which are the property of their respective owners.
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