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Item 1. Business

2023-02-24 compared with 2022-03-29 · 232 added, 195 removed, 349 unchanged (55% of the section changed)

We are a leading global alternative asset manager with $113.6 billion in assets under management (“AUM”) as of December 31, 2021.

We have built our firm through a 30-year history of successful innovation and organic growth, and we believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of both the alternative asset management industry and the global economy.

TPG is a leading global alternative asset manager with $135.0 billion in assets under management (“AUM”) as of December 31, 2022.

We have built our firm through over 30 years of successful innovation and organic growth, and we believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of both the alternative asset management industry and the global economy.

We believe that we have a distinctive business approach as compared to other alternative asset managers and a diversified, innovative array of investment platforms that position us well to continue generating sustainable growth across our business.

From inception through December 31, 2022, our traditional private equity funds have generated a 22% gross IRR and a 14% net IRR.

We primarily invest in complex asset classes such as private equity, real estate and public market strategies, which is distinct from other asset managers that invest only in asset classes, such as stocks, bonds or commodities.

We primarily invest in complex asset classes such as private equity, real estate and public market strategies, which is distinct from most other asset managers that invest only in traditional asset classes such as stocks, bonds or commodities.

We have constructed a high-quality base of assets under management within highly attractive sub-segments of the alternative asset management industry.

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($ in Billions)

As of December 31, 2021, we employed 1,013 people, including more than 360 investment and operations professionals, in 12 offices across 8 countries providing us with a substantial global footprint and network.

As of December 31, 2022, we employed approximately 1,110 people, including more than 380 investment and operations professionals, in offices across 8 countries providing us with a substantial global footprint and network.

Our investment and operations professionals are organized into industry sector teams, which share investment themes across platforms to drive firmwide pattern recognition.

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We also seek to help our portfolio companies accelerate their growth under our ownership through operational improvements, by investing in organic and inorganic growth, and by leveraging our human capital team to upgrade or enhance our management teams and boards.

Since inception, TPG Capital has deployed $65.9 billion across nine funds, achieving a gross IRR of 23% and a net IRR of 15%.

Since inception, TPG Capital has deployed $69.2 billion across ten funds, achieving a gross IRR of 23% and a net IRR of 15%.

In the last 12 months, the product has generated value creation of 16%.

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We invest through a variety of transaction structures, including through partnerships with governments, families and large corporations.

Since inception, TPG Asia has deployed $13.5 billion across seven funds, achieving a gross IRR of 21% and a net IRR of 15%.

In the last 12 months, the product has generated value creation of 55%.

Since inception, TPG Asia has deployed $14.2 billion across eight funds, achieving a gross IRR of 21% and a net IRR of 15%.

In the last 12 months, the product has experienced value loss of 1%.

TPG Healthcare Partners

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THP provides our limited partners with a dedicated healthcare investment platform that touches all areas of healthcare, including providers, payors, pharmaceuticals, medical devices and healthcare technology.

THP has deployed $1.5 billion since inception and, in the last 12 months, has generated value creation of 53%.

THP has deployed $2.7 billion across two funds since inception and, in the last 12 months, has generated value creation of 4%.

Continuation Vehicles

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(1) TPG Growth, (2) TPG Tech Adjacencies and (3) TPG Digital Media.

TPG Growth is our dedicated growth equity and middle market investing product, with approximately $14.7 billion in assets under management and 38 dedicated investment professionals.

TPG Growth seeks to make growth equity, control growth buyout and late-stage venture investments primarily in North America and India and selectively across China, Southeast Asia and Australia.

Since inception, TPG Growth has deployed $12.3 billion across five funds and related vehicles, achieving a gross IRR of 22% and a net IRR of 15%.

TPG Growth is our dedicated growth equity and middle market investing product, with $14.5 billion in assets under management and 44 dedicated investment professionals.

TPG Growth seeks to make growth buyout and growth equity investments, primarily in North America and India.

Since inception, TPG Growth has deployed $13.4 billion across six funds and related vehicles, achieving a gross IRR of 21% and a net IRR of 15%.

In the last 12 months, the product has generated value creation of 4%.

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TPG Digital Media, or “TDM”, is a flexible source of capital to pursue opportunities to invest in digital media.

With approximately $0.9 billion in assets under management, TDM seeks to pursue investments in businesses in which we have the opportunity to capitalize on our long history of studying and pursuing content-centric themes.

With $1.9 billion in assets under management, TDM seeks to pursue investments in businesses in which we have the opportunity to capitalize on our long history of studying and pursuing content-centric themes.

Since inception, TDM has deployed $0.4 billion, achieving a gross IRR of 28% and a net IRR of 23%.

In the last 12 months, the product has generated value creation of 21%.

We established our Impact platform with a fundamental belief that private enterprise can contribute significantly to addressing societal challenges globally.

Our multi-fund Impact platform pursues both competitive financial returns and measurable societal benefits at scale, harnessing the diverse skills of a differentiated group of stakeholders:

• Y Analytics:

A public benefit organization that is wholly owned by TPG and which we founded to provide impact research and rigorous assessment measures for impact investments

• The Founders Board:

An advisory board composed of global thought leaders supporting conscientious capitalism as well as a group of strategic partners and advisors

A public benefit organization that is wholly owned by TPG and which we founded to provide impact research and rigorous assessment measures for impact investments, and today functions as TPG’s firm-wide ESG and impact performance arm

• The Global Advisory Board (Founders Board):

A group of experienced investors and global thought leaders with a deep personal and professional commitment to driving social and environmental change

• The Climate Coalition:

A partnership between TPG and 25 leading global corporations to share knowledge of and invest in climate solutions through TPG Rise Climate

We believe our impact funds can deliver meaningful societal improvements aligned with the United Nations Sustainable Development Goals while continuing to advance a new measure of success in the world of investing by creating profit and positive impact in tandem.

A partnership between TPG and 28 leading global corporations to identify and share best practices for considering climate solutions investment opportunities through TPG Rise Climate

Based on our investment strategy, we believe our impact investments can deliver profit and positive impact in tandem.

Since inception, our Impact platform has invested over $6 billion and has created more than $2 billion in value, achieving a gross IRR of 25% and a net IRR of 15%.

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Our Impact platform has $16.4 billion in assets under management.

Our Impact funds are organized in three primary products:

(1) The Rise Fund, (2) TPG Rise Climate and (3) Evercare.

Our Impact funds are organized in four primary products:

(1) The Rise Fund, (2) TPG Rise Climate, (3) Evercare and (4) TPG NEXT.

The Rise Funds

The Rise Funds are our dedicated vehicles for investing in companies that generate demonstrable and significant positive societal impact, with approximately $5.9 billion in assets under management and 28 dedicated investment professionals.

The Rise Funds are our dedicated vehicles for investing in companies that generate a demonstrable and significant positive societal impact alongside business performance and strong returns, with approximately $7.5 billion in assets under management and 27 dedicated investment professionals.

The Rise Fund’s core areas of focus include climate and conservation, education, financial inclusion, food and agriculture, healthcare and impact services, and invest globally.

Since inception, The Rise Funds have deployed $3.1 billion across two funds, achieving gross IRR of 37% and a net IRR of 25%.

Since inception, The Rise Funds have deployed $4.1 billion across three funds, achieving gross IRR of 26% and a net IRR of 17%.

In the last 12 months, the product has generated value creation of 2%.

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TPG Rise Climate is our dedicated climate impact investing product.

The fund is actively fundraising and has closed on $7 billion of commitments as of December 31, 2021.

TPG Rise Climate is innovative in matching significant capital from traditional limited partners with over $2 billion in commitments from 25 leading global corporations.

In addition to committing capital to the fund, the companies joined TPG in forming the TPG Rise Climate Coalition, an effort focused on sharing knowledge, investment opportunities, and best practices among the corporate group and more broadly across the TPG Impact platform.

TPG Rise Climate’s core areas of focus include clean energy, enabling solutions, decarbonized transport, greening industrials and agriculture and natural solutions.

The Evercare Health Fund (“Evercare”) is an emerging markets healthcare fund with $0.7 billion in assets under management that is executing on the mission of providing affordable, high-quality healthcare in emerging markets.

TPG Rise Climate has raised $7.3 billion in total commitments, and is innovative in matching significant capital from traditional limited partners with over $2.4 billion in commitments from 28 leading global corporations.

In addition to committing capital to the fund, the companies joined TPG in forming the TPG Rise Climate Coalition, an effort focused on identifying and sharing best practices for considering investment opportunities, among the corporate group and more broadly across the TPG Impact platform.

TPG Rise Climate’s core areas of focus include clean energy, enabling climate-related solutions, decarbonized transport, greening industrials and agriculture and natural solutions.

The Evercare Health Fund (“Evercare”) is an emerging markets healthcare fund with $0.7 billion in assets under management that is striving to provide affordable, high-quality healthcare in emerging markets.

Evercare’s investments are integrated under a common operating platform, The Evercare Group, an integrated healthcare delivery platform in emerging markets across Africa and South Asia, including India, Pakistan, Bangladesh, Kenya and Nigeria.

TPG NEXT is designed to support the next generation of diverse alternative asset managers.

TPG announced the launch of the TPG NEXT fund in 2023 to seed new managers, strengthen their access to capital, offer business building expertise and provide strategic advisory support to talent that is chronically underrepresented in alternative asset management.

TPG NEXT aims to increase the number of diverse-led firms in alternative assets, furthering an effort we began in 2019 with our investments in Harlem Capital, VamosVentures and Landspire.

As of December 31, 2022, TPG NEXT has total commitments of $0.5 billion from an anchor investor.

We established our real estate investing practice in 2009 to pursue real estate investments systematically and build the capabilities to do so at significant scale.

Since inception, our Real Estate platform has grown to $11 billion of assets under management, invested approximately $7 billion and created nearly $3 billion in value, achieving a gross IRR of 27% and a net IRR of 20%.

Since inception, our Real Estate platform has grown to $19.5 billion of assets under management, invested over $8.0 billion and created more than $3.0 billion in value, achieving a gross IRR of 24% and a net IRR of 16%.

In the last 12 months, the platform has generated value creation of 2%.

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The investment strategy is designed to enhance traditional core-plus objectives of capital preservation and reliable current income generation by applying our differentiated thematic approach, strategy and skillset.

TAC+ is currently actively fundraising and has closed on $1.5 billion in commitments, as of December 31, 2021.

Since inception, TAC+ has invested $0.9 billion, achieving a gross IRR of 5% and a net IRR of 1%.

In the last 12 months, the product has generated value creation of 7%.

TPG RE Finance Trust, Inc.

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TPEP is not siloed from our private investment businesses from an information perspective, which allows TPEP to collaborate with sector-focused teams across the rest of our firm and leverage TPG’s full intellectual capital and resources.

TPEP currently manages an approximately $3 billion long / short fund and an approximately $2 billion long-only fund, both of which are managed with broad, opportunistic mandates.

As of December 31, 2021, TPEP has generated an approximately 14,600 basis point positive spread between the return on invested capital on long positions relative to short positions, while capturing 106% of the MSCI World return with an average net exposure of 47%, achieving a total gross return of 165%.

TPEP currently manages a $2.2 billion long / short fund and a $1.7 billion long-only fund, both of which are managed with broad, opportunistic mandates.

As of December 31, 2022, TPEP has generated an approximately 18,750 basis point positive spread between the return on invested capital on long positions relative to short positions, while capturing 154% of the MSCI World return with an average net exposure of 42%, achieving a total return before management fees, performance allocations and non-trading expenses of 168%.

TPG Strategic Capital Fund

TSCF is a developing product we created in 2020 in response to an opportunity we saw to combine the expertise of our private equity business to build long-term equity value with the firm’s public equity investing capabilities.

TSCF is a product we created in 2020 in response to an opportunity we saw to combine the expertise of our private equity business to build long-term equity value with the firm’s public equity investing capabilities.

TSCF aims to make concentrated investments in public companies where we can work constructively with management and boards through meaningful strategic and operational transitions, leveraging the governance expertise and operational capabilities of the broader TPG platform.

TSCF is currently investing out of a $1.1 billion fund.

TPG Pace Group

We established TPG Pace in 2015 to sponsor SPACs (as defined herein), and have raised seven TPG Pace vehicles for over $4 billion in initial public offering (“IPO”) proceeds.

TPG Pace’s dedicated SPAC team leverages insights and skillsets from across the firm, including Capital Markets, Y Analytics and TPG Ops, to differentiate its value proposition to potential targets.

AfterNext HealthTech Acquisition Corp.

In 2021, we helped establish AfterNext HealthTech Acquisition Corp.

(“AfterNext”), a SPAC focused on the intersection of healthcare and technology.

AfterNext intends to acquire an innovative company that seeks access to the public equity markets and the intellectual capital of the AfterNext team to help propel and accelerate the adoption of technologies across healthcare.

Capital Markets

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Our private markets solutions business is organized into two businesses:

(1) NewQuest and (2) TPG GP Solutions.

(1) NewQuest and (2) TPG GP Solutions (“TGS”).

NewQuest Capital Partners

NewQuest seeks to acquire private equity positions on a secondary basis in underlying portfolio companies whose businesses are substantially based in the Asia Pacific region.

With an investment team of 26 professionals and $2.6 billion in assets under management, NewQuest is principally focused on complex secondary transactions.

With an investment team of approximately 30 professionals and $2.9 billion in assets under management, NewQuest is principally focused on complex secondary transactions.

TPG GP Solutions

Established in 2021, TPG GP Solutions (“TGS”) was created to invest in high-quality private equity assets, which are principally based in North America and Europe, in partnership with third-party general partners.

Established in 2021, TGS was created to invest in high-quality private equity assets, which are principally based in North America and Europe, in partnership with third-party general partners.

TGS brings a primary private equity approach to the general partner-led secondaries market that leverages the TGS team’s deep investing experience and the insights and expertise of the broader TPG ecosystem.

TPG Pace Group

We established TPG Pace in 2015 to sponsor SPACs (as defined herein), and have raised seven TPG Pace vehicles for over $4 billion in initial public offering proceeds.

TPG Pace’s dedicated SPAC team has delivered value to its business combinations by leveraging insights and skillsets from across the firm, including Capital Markets, Y Analytics and TPG Ops.

AfterNext HealthTech Acquisition Corp.

In 2021, we helped establish AfterNext HealthTech Acquisition Corp.

(“AFTR”), a SPAC focused on the intersection of healthcare and technology.

AFTR intends to acquire an innovative company that seeks access to the public equity markets and the intellectual capital of the AFTR team to help propel and accelerate the adoption of technologies across healthcare.

Organizational Structure

Historical Ownership Structure

Prior to our Reorganization and IPO, the partners of the TPG Operating Group consisted of:

Prior to our Reorganization (as defined herein) and IPO, the partners of the TPG Operating Group consisted of:

• Certain members of management, employees and former employees;

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Current Ownership Structure

The following diagram provides a simplified illustration of our organizational structure as of March 25, 2022.

The following diagram provides a simplified illustration of our organizational structure as of December 31, 2022.

Certain entities depicted below may be held through intervening entities not shown in the diagram.

(1) GP LLC is owned by entities owned by Messrs.

(1) GP LLC (as defined herein) is owned by entities owned by Messrs.

Bonderman, Coulter and Winkelried.

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approximately $85 billion, representing 63% of our total of $135.0 billion, is attributable to funds raised since 2018.

Furthermore, our newer platforms have been strong contributors to our growth, with Impact and Market Solutions fee-related revenue growing at a compound annual growth rate of 43% for the year ended December 31, 2018 to 71% for the year ended December 31, 2021.

Furthermore, our newer platforms have been strong contributors to our growth, with Impact and Market Solutions fee-related revenue growing from 7% and 6% of our total fee-related revenues, respectively, for the year ended December 31, 2018 to 17% and 15%, respectively, for the year ended December 31, 2022.

Differentiated Operating Model that Utilizes Shared Themes Across Platforms

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Similarly, impact funds have benefited from strong momentum in recent years, as U.S.

ESG-focused AUM has grown by $5.1 trillion between 2018 and 2020, according to the US SIF Report.

We believe we are the largest private market impact investing platform, with $13.5 billion in assets under management.

ESG-focused AUM grew to $8.4 trillion in 2022 representing 12.6% of total U.S.

assets under professional management, according to the US Sustainable and Impact Financings Report.

We believe we are the largest private equity impact investing platform, with $16.4 billion in assets under management.

We were one of the first alternative asset managers to establish a sizeable Asia franchise, which we formed in 1994.

We have since organically grown our total AUM in Asia to $23 billion across products.

The Asia market is one of the highest-growth areas of alternative asset management, exhibiting 24% growth per annum in AUM from 2010 to 2021, according to Preqin Ltd.

We have since organically grown our total AUM in Asia to approximately $24 billion across products.

The Asia market is one of the highest-growth areas of alternative asset management, exhibiting a compound annual growth rate of 23% in AUM from 2010 to 2022, according to Preqin Ltd.

Value-Added Operations Approach

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We are backed by approximately 550 institutional limited partners, with whom we have direct relationships.

Our committed capital is diversified across geographies and investor types.

By geography, 60% of our capital is from the United States, 17% is from Asia, 15% is from EMEA and 8% is from Canada.

Our committed capital as of December 31, 2022 is diversified across geographies and investor types.

By geography, 56% of our capital is from the United States, 18% is from Asia, 17% is from EMEA, 8% is from Canada and 1% is from Latin America.

By investor type, 45% of our capital is from pensions, 18% is from sovereign wealth funds, 17% is from fund of funds, 7% is from private wealth, 4% is from insurance, 4% is from financial institutions, 3% is from endowments and 2% is from other sources.

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Since our firm’s inception, we have focused on recruiting, developing and retaining exceptional talent.

As of December 31, 2021, of our 1,013 employees, over 360 are investment and operations professionals and over 600 are functional professionals.

Of our investment, operational and functional professionals, over 150 are senior professionals leading sourcing, investment management and execution.

As of December 31, 2022, of our approximately 1,110 employees, over 380 are investment and operations professionals and over 500 are functional professionals.

Of our investment, operational and functional professionals, approximately 130 are senior professionals leading sourcing, investment management and execution.

Consistent with our institutional commitment to good governance, we have established a clear and definite path for both founder succession and long-term governance of our company by an independent board of directors.

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As our successor growth funds have continued to scale, teams across our platforms have also identified and executed on opportunities adjacent to our dedicated growth products, including professionals from our Capital platform developing TPG Tech Adjacencies and TPG Digital Media.

We have also launched new funds from our Capital platform, including our Real Estate platform, and, more recently, TPG Healthcare Partners in 2019.

Since the start of 2018, our client and capital formation team has raised over $17 billion for five new products.

We intend to continue our deliberate strategy of innovation and development of high-growth products to accelerate growth.

We have also launched new funds and strategies from our Capital platform, including our Real Estate platform, and, more recently, TPG Healthcare Partners in 2019.

Since the start of 2018, our client and capital formation team has raised over $23 billion for nine new products.

In January 2023, TPG launched the TPG NEXT fund, a strategy designed to support the next generation of diverse alternative asset managers.

TPG launched TPG NEXT to seed new managers, strengthen their access to capital, offer business building expertise and provide strategic advisory support to talent that is chronically underrepresented in alternative asset management.

TPG NEXT aims to increase the number of diverse-led firms in alternative assets, furthering an effort we began in 2019 with our investments in Harlem Capital, VamosVentures and Landspire.

As of December 31, 2022, TPG NEXT has total commitments of $0.5 billion from an anchor investor.

We intend to continue our deliberate strategy of innovation and development of products to accelerate growth.

We believe that there are a number of highly attractive expansion opportunities for our business, including additional sector-specific products, asset classes and channels for capital raising.

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As an example, in 2018, we began a strategic partnership with NewQuest, a private equity secondaries platform focused on the Asia Pacific region.

Following that initial minority investment, we utilized our people, resources and insight to support the business’ growth, which ultimately led to the platform scaling from approximately $0.9 billion in assets under management as of June 30, 2018 to $2.2 billion in assets under management as of December 31, 2021.

June 30, 2018 to $2.4 billion in assets under management as of December 31, 2022.

On the back of our successful initial partnership, we launched a U.S.

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We utilize a highly disciplined recruiting strategy that is focused on identifying and attracting talented individuals from diverse backgrounds;

from January 1, 2021 to December 31, 2021, 69% of new hires self-identified as diverse.

for the year ended December 31, 2022, 69% of new hires self-identified as diverse.

Our people are equipped with the tools that they need to succeed and grow professionally through ongoing training and a cultural emphasis on collaboration and mentorship.

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We are highly focused on ensuring that we continue to make TPG a coveted place to work and grow for our people.

Environmental, Social and Governance Action

TPG has a longstanding commitment to fostering strong ESG performance as a firm and in our investment practices.

Reflecting an enduring commitment to build strong, sustainable companies, TPG first adopted its Global ESG Performance Policy in 2012, became a signatory to the UN Principles of Responsible Investment in 2013, and is a supporter of the Sustainability Accounting Standards Board (SASB).

Each year, we continue to strengthen and deepen the integration of ESG performance throughout the firm in various ways.

Our ESG Strategy Council and Y Analytics (TPG’s impact assessment and ESG performance arm whose mission is to increase the amount and effectiveness of capital allocation for the greater good) provide leadership and support to our investment professionals on ESG topics throughout the lifecycle of investments.

The ESG Strategy Council unites the leadership of the multiple functions that touch ESG issues:

Legal, Compliance, Human Resources & Human Capital, Operations and Y Analytics.

TPG also advances several ESG and impact-related initiatives through investment-related actions, namely:

Advancing Diversity, Equity and Inclusion

At TPG, we believe that the quality of our investments and our ability to build great companies depend on the originality of our insights.

We are committed to having and creating diverse, equitable and inclusive workplaces.

Promoting diversity, equity and inclusion is one of TPG’s core values.

This core value is embedded into the highest levels of our firm and is guided by our DE&I Council.

The DE&I Council was launched in 2015 and is a 16-member partner steering committee led by our CEO and Chief Human Resources Officer, supported by three advisory groups driven by our people that are focused on recruiting, external and ecosystem engagement, and internal engagement.

Our actions include:

Board Diversity Initiative:

Within our portfolio’s boards of directors, we have advanced board diversity in terms of gender, race, ethnicity and sexual orientation.

Currently, more than 82% of our companies’ U.S.-based boards have both gender and racial/ethnic diversity, and 168 gender-diverse directors (excluding TPG professionals) have been added to our boards since the start of 2017.

As part of our efforts around board diversity to broaden our executive network and to influence our larger ecosystem, we have worked with a number of leading diverse director organizations as collaborators,

speakers and often as sponsors, including the Thirty Percent Coalition, Women Corporate Directors, Him for Her, Ascend-Pinnacle, the Latino Corporate Directors Association and Stanford Women on Boards.

Investing in Diverse-led Investment Managers:

In 2019, TPG launched its TPG NEXT initiative, which aims to identify and develop emerging and diverse alternative asset managers, with its investment in Harlem Capital Partners, a venture capital firm focused on investing in companies with diverse founders.

Subsequently, TPG NEXT has made investments in LandSpire Group, a real estate investment fund aiming to provide under-resourced communities with the necessary infrastructure to create equitable growth and a sustainable ecosystem, and VamosVentures, an impact venture capital fund hoping to deliver meaningful impact through wealth creation, social mobility, unique tech solutions, and taking a visible and clear stand as diverse investors.

Investing in Our People:

In addition to the work of our DE&I Council, we strive to ensure that our DEI strategy is embedded in the key pillars of our firm’s talent strategy, including recruiting, employee retention and employee development.

From a diversity recruiting perspective, we have enhanced our collaborations with key external organizations to diversify our sourcing and networks and are disciplined about partnering with hiring managers to have diverse slates for each role.

As a result, from January 1, 2021 to December 31, 2021, our recruiting efforts have yielded 69% of our new hires as diverse compared to 60% from January 1, 2020 to December 31, 2020.

Employee retention is a key part of our DEI strategy, and efforts such as our six employee affinity groups as well as partner-sponsored initiatives, such as our Associate Mentoring Program, Women’s Mentoring Program and Diversity Roundtable discussions, are critical ways for us to ensure an inclusive employee experience.

With respect to employee development, we proactively build a diverse pipeline at all levels of the firm and actively identify talented diverse employees early in their careers and seek to ensure that their careers are proactively managed to ensure readiness for future opportunities.

Over the last three years, 48% of our below partner level promotes, in addition to 35% of our partner promotes, have been racially or ethnically diverse or women.

Advancing Action on Climate Change

TPG has long recognized the importance of considering the opportunities and financially material risks posed by climate change.

Our overall climate strategy includes understanding our firm-wide operational and financed emissions and physical and transition-related risks in our portfolio.

We have analyzed and verified our firm-wide operational emissions for 2019 and 2020, and offset 2020 and 2021 prospectively to take immediate action to neutralize our firm’s operational emissions.

We also provide support to investment professionals and portfolio companies regarding climate – either through direct advisory support or through reference to our external network of advisors and consultants.

We participate in and support several climate-related industry groups and initiatives, including the TCFD, Ceres, Initiative Climate International, IIGCC, One Planet Private Equity Funds and We Are Still In.

Environmental, Social and Governance (“ESG”) Action

We have a longstanding commitment to fostering strong ESG performance as a firm and in our investment practices.

Reflecting an enduring commitment to build strong, sustainable companies, we first adopted our Global ESG Performance Policy in 2012, became a signatory to the UN Principles for Responsible Investment in 2013, became a supporter of the Taskforce on Climate-Related Financial Disclosures in 2019, and are a supporter of the Sustainability Accounting Standards Board (SASB, now part of IFRS Foundation).

In 2018, we elected to build an innovative capability focused on data-driven decision-making relating to the environmental and social impacts of our deployed capital, Y Analytics.

Y Analytics is our dedicated impact assessment and ESG performance arm, whose mission is to increase the amount and improve the effectiveness of capital allocation for the greater good.

Each year, we seek to continue to strengthen and deepen the integration of ESG performance throughout the firm in various ways.

Y Analytics provides leadership and support to our investment professionals on ESG topics throughout the lifecycle of investments.

ESG performance considerations are reflected in a variety of components of our investment due diligence processes.

Our goal in conducting ESG assessments is to use material, investment-specific sustainability risk and performance factors and indicators to determine the potential for ESG-related risk and value creation, and to support a holistic understanding and appropriate discussion of these findings during investment decision-making and post-closing.

In addition to investment-specific support, Y Analytics leads our ESG Strategy Council, which is comprised of senior members from multiple functions that touch ESG issues, including Legal and Compliance, Human Capital and Operations.

Our ESG objectives are also supported by our cross-functional Diversity, Equity and Inclusion Council and Cybersecurity Steering Committee.

ESG matters are brought before our board of directors on a periodic basis.

We also advance ESG and impact-related priorities through firm initiatives and investment-related actions, including:

Portfolio Board Diversity:

Consistent with our core value of promoting diversity, equity and inclusion, we have advanced the diversity of our portfolio company boards in terms of gender, race, ethnicity and sexual orientation.

Currently, 87% of our portfolio company boards globally have gender diversity, 84% of our U.S.-headquartered portfolio companies’ boards have racial/ethnic diversity, and 217 gender or race/ethnicity diverse directors (excluding TPG professionals) have joined our portfolio company boards since the start of 2017.

Employee Ownership:

Across our investing platforms, a range of our portfolio companies have established incentive profit-sharing programs to create economic opportunity for employees and deliver recruiting, retention and productivity benefits to companies.

In 2022, we became a founding member of Ownership Works, a non-profit advancing and implementing shared ownership programs.

Climate Change Action:

We have long recognized the importance of considering the opportunities and financially material risks posed by climate change.

Our climate strategy includes understanding our firm-wide operational and financed emissions and physical and transition-related risks in our portfolio.

We have analyzed, verified and publicly reported our firm-wide operational emissions for 2019, 2020, and 2021, purchased high-quality carbon credits to offset our emissions in each verified year, including for 2022, which are subject to ongoing verification.

We do not deduct these purchased credits from our reported emissions.

We also provide support to investment professionals and certain portfolio companies regarding climate resilience and decarbonization aligned with their business strategies – either through direct advisory support or through reference to our external network of advisors and consultants.

Creating Innovative Platforms:

A key reflection of TPG’s commitment to environmental and social impact has been our creation of leading platforms for investment in companies that deliver positive impact in addition to financial returns.

A key reflection of our commitment to environmental and social impact has been our creation of leading platforms for pursuing investments in companies that deliver a positive impact in addition to financial returns.

These have included:

The Rise Fund, which launched in 2016 and raised its successor fund in 2020;

TPG Pace Beneficial Finance, launched in 2020;

TPG Rise Climate, launched in 2021;

and TPG Pace Beneficial II, launched in 2021.

TPG Rise Climate, which launched in 2021;

Evercare, which has been part of TPG since 2019;

and TPG NEXT, which made its first balance sheet investments in 2019 and launched in 2023.

This work plays an important role in seeking to bring scaling capital to environmentally and socially beneficial solutions beyond the venture stage.

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Continuing Commitment to Civic Engagement

TPG has always been engaged in our communities, supporting volunteerism and charitable donations.

We have always been engaged in our communities, supporting volunteerism and charitable donations.

At a firm level, we have focused much of our civic engagement on our commitment to equality.

TPG engages on public issues to advance equality, such as immigration, gender and racial discrimination, women’s issues and access to education.

For example, in 2017, TPG authored guidance for our portfolio companies encouraging preservation of Deferred Action for Childhood Arrivals (DACA) and providing support and financial resources to those impacted.

In 2018, TPG joined the Business Coalition for the Equality Act.

In 2019, TPG was the only private equity firm to sign an amicus brief to the U.S.

We engage on public issues to advance equality, such as immigration, gender and racial discrimination, women’s issues and access to education.

For example, in 2017, we authored guidance for our portfolio companies encouraging preservation of Deferred Action for Childhood Arrivals (DACA) and providing support and financial resources to those impacted.

In 2018, we joined the Business Coalition for the Equality Act.

In 2019, we were the only private equity firm to sign an amicus brief to the U.S.

Supreme Court in support of non-discrimination protections for LGBTQ+ people in federal civil rights law.

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The quality of our investments and our ability to build great companies depends on the caliber of our people.

Our people are one of the strengths and principal reasons for our success and are integral to our culture of integrity, creativity, collaboration and innovation.

We aim to create a welcoming and inclusive work environment with opportunities for growth and development to attract and retain a high-performing team.

As of December 31, 2021, we have 1,013 full-time employees, including over 360 investment and operations professionals, 488 non-investment and fundraising professionals, and 165 support staff, located in 12 offices across Asia, Australia, Europe and North America.

Talent Acquisition, Development and Retention

We seek to attract candidates from different backgrounds and skill sets and to hire the best in our industry.

We believe our culture, the breadth of our platforms and our reputation for strong investment performance help us attract, develop and retain the best talent in our industry.

We continuously enhance our internal processes to improve employee engagement, productivity and efficiency.

Recognizing that feedback is a critical component to driving employee career growth and development, as well as overall engagement, we have developed a robust feedback cycle, which includes training opportunities for all employees to address the best ways to both provide and receive feedback.

In addition to our 360 annual review process, our performance management system facilitates employee goal setting and encourages feedback throughout the year, including upward feedback from employees on the effectiveness of their managers.

We perform thorough discussions on career advancement and development and provide opportunities for our employees to participate in external professional development opportunities.

We also continue to expand our employee and manager training programs, provide formal and informal mentoring, conduct frequent town hall meetings hosted by senior leadership and host other events to foster our community.

Our people are one of our core strengths and principal reasons for our success.

They are the key to our culture of integrity, innovation and collaboration.

We aim to foster a welcoming and inclusive work environment with opportunities for growth and development to attract and retain a high-performing team.

As of December 31, 2022, we have approximately 1,110 full-time employees, including over 380 investment and operations professionals, over 500 non-investment and fundraising professionals, and more than 170 support staff, located in offices across Asia, Australia, Europe and North America.

Talent Development and Retention

We believe our culture, the breadth of our platforms and our track record for strong investment performance help us attract, develop and retain the best talent in our industry.

We regularly review and evaluate our internal processes for ways to improve employee engagement, productivity and efficiency.

Recognizing that feedback is critical to driving career development and growth, as well as overall employee engagement, we have developed a robust feedback framework, which includes opportunities for all employees to both provide and receive feedback through our annual 360 degree review process.

In addition, our employees set goals at the beginning of the year in partnership with their managers and receive feedback throughout the year.

Our annual review process is a competency-based assessment, including “core” competencies that are consistent across the firm regardless of function or title.

These competencies are aligned with the firm’s values and are attributes that we believe are important to the success of all employees.

Our year end 360 degree review process is designed to encourage feedback from employees of all levels and includes a self-assessment, which summarizes key accomplishments, development areas and status of the goals set earlier in the year.

All employees measure themselves and their colleagues based on firmwide and business-unit specific competencies, which are customized by function and level.

In addition, select employees receive a Manager Effectiveness evaluation, which measures managers on key attributes of effective management and leadership skills.

We offer training and resources at each stage of the process to help ensure that employees have productive, thoughtful and candid performance conversations.

In order to invest in our people and to foster community, we continue to expand our employee and manager training programs, as described in detail under “—Learning and Engagement Initiatives” below.

Learning and Engagement Initiatives

Employee Training and Mentorship :

We have instituted various “learning initiatives” as a part of our commitment to invest in the development of our employees.

These learning initiatives focus on a variety of areas, including culture, diversity, equity and inclusion (“DEI”), functional and technical knowledge, leadership and management and professional growth.

We have tailored learning initiatives for our new employees to facilitate their integration into the firm.

In addition to our learning initiatives, we provide our employees access to e-learning resources that have been curated based on our analysis of performance review data.

These curated learning paths align with our internal performance management competencies, including risk management, DEI and specific functional knowledge.

In furtherance of our goal of developing an inclusive workforce, over the past few years we have held firmwide training on unconscious bias, allyship, harassment awareness and prevention.

Our harassment awareness and prevention training also covers protocols for bystander intervention.

We believe that external learning opportunities also benefit our employees and foster our culture of continuous learning.

We offer our employees a learning reimbursement stipend to encourage them to apply for certifications and attend classes or conferences related to their role to further their professional growth.

We believe our culture of apprenticeship also helps to ensure our employees feel connected to the greater firm as they learn, grow and develop by partnering with their colleagues.

For example, through Jump Start, one of our formal mentoring programs, our junior employees are matched with a mentor and senior sponsor to create opportunities for connectivity and personal development.

Manager Training :

We also believe it is important to invest in our managers to strengthen the firm and provide a positive experience for our employees.

In order to develop strong managers, we have equipped them with new resources, virtual and classroom trainings and communication mechanisms to help guide feedback and professional growth conversations.

Advancing Diversity, Equity and Inclusion

We believe that the quality of our investments and our ability to build great companies depend on the originality of our insights.

Promoting diversity, equity and inclusion is one of our core values, which is embedded into the highest levels of our firm and by our DEI Council.

The DEI Council is a 17-member partner steering committee led by our CEO and Chief Human Resources Officer, and is supported by three advisory groups driven by our people that focus on recruiting, external and ecosystem engagement and internal engagement.

Our actions include investing in diverse-led investment managers and investing in our people:

Investing in Diverse-led Investment Managers:

In 2019, we launched TPG NEXT to seed new managers, strengthen their access to capital, offer business building expertise and provide strategic advisory support to talent that is chronically underrepresented in alternative asset management.

The strategy aims to increase the number of diverse-led firms in alternative assets, aligning the industry more closely with broader demographic trends.

TPG NEXT leverages the full TPG ecosystem by combining capital, operating expertise and the broad reach of its network to help underrepresented founders and teams build businesses for the future.

The firm began investing in diverse managers in 2019 and has since backed three firms:

Harlem Capital, VamosVentures and LandSpire.

In January 2023, we announced the launch of the inaugural TPG NEXT fund, which is designed to back the next generation of underrepresented alternative asset managers.

TPG Next received $0.5 billion from an anchor investor and intends to continue to raise third-party capital to invest in what we believe are compelling opportunities set across the diverse manager landscape.

Investing in Our People:

In addition to the work of our DEI Council, we strive to ensure that our DEI strategy is embedded in the key pillars of our firm’s talent strategy, including recruiting, employee retention and employee development.

From a diversity recruiting perspective, we have enhanced our collaborations with key external organizations to diversify our sourcing and networks.

As a result, 69% of global new hires that we recruited during each of the years ended December 31, 2022 and 2021 are racially or ethnically diverse, gender diverse or identify as LGBTQ+.

Employee retention also is a key part of our DEI strategy and efforts.

Our people are encouraged to engage with and support one another through our six affinity groups, which include Asian, Black, Hispanic/Latino, LGBTQ+, Veterans and Women groups, that were formed to cultivate and retain a diverse, equitable and inclusive workforce.

Partner-sponsored initiatives, such as our Associate Mentoring Program, Women’s Mentoring Program and Diversity Roundtable discussions,

are critical ways for us to ensure an inclusive employee experience.

With respect to employee development, we proactively build a diverse pipeline at all levels of the firm and actively identify talented diverse employees early in their careers.

We seek to ensure that their careers are proactively managed and that they are developed for future opportunities.

For our annual performance processes over the last four years, 53% of our promotes below partner level, in addition to 40% of our partner promotes, have been racially or ethnically diverse, gender diverse or identify as LGBTQ+.

TPG supports the importance of racial and social equality.

We have released public statements regarding racial and social equality and women’s and LGBTQ+ rights, and have made financial contributions to and partnered with various non-profits focused on diversity, equity and inclusion.

We also joined organizations that support women and racial diversity, including those that support board and executive leadership diversity.

For more information on our portfolio board diversity initiative, see “—Environmental, Social and Governance Action” above.

Health and Wellness

We are committed to the health, safety and wellness of our people and offer comprehensive health and welfare benefit plans and retirement offerings as well as a variety of wellness benefits.

These include healthcare and insurance benefits, paid time-off, family leave and family planning resources.

During 2022, we transitioned back to working from our offices, which are in multiple locations.

We developed robust return-to-office protocols and implemented them to ensure consistency with applicable local government guidelines on social distancing, masking, testing, vaccination status and other safety measures.

We continue to monitor applicable public health and government guidance on the COVID-19 pandemic.

We care deeply about the overall emotional well-being of our employees.

We offer employee well-being programs designed to meet the needs of our diverse employee population, including access to mental health support through our medical plan, access to online meditation platforms and learning resources that teach methods to mitigate burn out, focus on self-care and increase productivity.

Compensation and Benefits

The firm provides a comprehensive compensation, benefits and total rewards platform to support our people’s well-being and reflect the performance of the firm as a whole and each individual’s contributions to the firm.

Compensation is generally comprised of a base salary (or hourly rate) and a discretionary annual cash bonus that is determined based on a number of performance considerations.

In connection with the implementation of our post-offering compensation and incentive model, we intend to increase the share of performance allocations available to our partners and professionals.

See “Executive Compensation.”

We are committed to the health, safety and wellness of our people and offer comprehensive health and welfare benefit plans and retirement offerings, as well as a variety of wellness benefits, including time-off plans and family planning resources.

Our culture of performance and incentive compensation structure helps to ensure that our people’s interests align with the firm’s financial performance and goals.

To further align the interests of our people with stakeholders and to cultivate a strong sense of ownership and commitment to our firm, certain of our people are also eligible to make co-investments in or alongside our funds and other vehicles we manage.

Our People’s Awareness, Education and Engagement

In furtherance of our goal of developing an inclusive workforce, over the past few years we have held firm-wide unconscious bias training, anti-harassment training and radical candor training.

Additionally, we have focused on identifying a diverse pipeline of partners, integrated Human Resources into performance reviews, compensation and promotion discussions to ensure equity and considerations of diversity, and implemented mentoring programs aimed at providing our people with support and career guidance.

Our people are encouraged to engage with and support one another through our affinity groups, which include Asian, Black, Hispanic, LGBTQ+, Veterans and Women groups that were formed to cultivate and retain a diverse, equitable and inclusive workforce.

TPG has taken a stance about the importance of racial equality.

We have released public statements against racial injustice and made financial contributions and partnered with various non-profits focused on diversity, equity and inclusion.

We have also joined coalitions that support women, including those that support board and executive leadership diversity.

For more information on our DEI initiatives for our people, see “—Advancing Diversity, Equity and Inclusion” above.

We believe that we provide a competitive compensation, benefits and total rewards framework to support the performance of the firm as a whole and each individual’s contributions to the firm.

We believe that our compensation and incentive programs support our culture and long-term strategic business objectives while mitigating excessive risk-taking.

Our programs are designed to recruit, incentivize and retain top talent and to promote a culture of performance and meritocracy.

We believe that our performance-based incentive compensation structure helps to ensure that our people’s interests align with the interests of our shareholders and other stakeholders, which include alignment with the firm’s financial performance and goals.

Compensation generally is comprised of a base salary (or hourly rate) and a discretionary annual incentive that is determined based on a number of performance considerations, including firm, platform, product, department and individual performance.

To further align the interests of our people with stakeholders and to cultivate a strong sense of ownership and commitment to our firm, certain employees also are eligible to receive equity awards and/or participate in other long-term incentive programs.

Additionally, certain of our people are eligible to make co-investments in or alongside our funds and other vehicles we manage.

Senior Advisors and Other Advisors and Consultants

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Corporate Social Responsibility

We are committed to investing in our local communities and engaging our people and other stakeholders in making a meaningful impact, whether through charitable donations or volunteer time.

We strive to invest in our local communities and engaging our people and other stakeholders in making a meaningful impact, whether through charitable donations or volunteer time.

The firm hosts a wide range of volunteering opportunities, including serving meals at local shelters, mentoring local students, and building and coordinating delivery of care packages to U.S.

Additionally, we participate in corporate sponsorships and partnerships and offer a donation matching program.

Our Response to COVID-19

In response to the COVID-19 pandemic, our primary focus has been the health, safety and wellbeing of our people and their families.

We pivoted to a remote work environment in March 2020.

We activated our Enterprise Risk protocols and immediately created a cross-functional and global Return to Office working group to ensure we strategically monitored COVID-19 and planned for business continuity across each of our offices and population globally.

We created a remote infrastructure to support our people and maintain their productivity in support of our business goals, our portfolio companies and their management teams and the commitments we have made to our investors.

Additionally, we expanded our expense policy to include the purchase of equipment that would enable them to maintain their productivity.

As our people faced individual challenges, we provided additional support by adjusting our back-up childcare policies, telehealth access and launching a health concierge service, Rightway Health.

We also increased our connectivity as a firm by hosting prominent thought leaders via our internal speaker series on topics of mental health, virtual learning, caregiving during a pandemic and preventing burnout, among other topics.

We also extended our internal offerings and provided direct resources to the management teams of our portfolio companies, in partnership with the Human Capital Management team.

This included information knowledge sharing as we monitored the pandemic, business continuity strategy and planning, direct guidance to C-level executives, firmwide communications, vendors and access to our speaker series webinars.

Beyond our external research, we also leaned into the expertise of our investment professional healthcare team and their network of thought leaders in the medical field to evaluate and inform our COVID-19-related business decisions.

In accordance with local government guidance and social distancing recommendations, we implemented rigorous health and safety protocols, including vaccination requirements, testing, distancing and contact-tracing programs where permissible to maintain our people’s health and safety.

As we have begun transitioning back to working from our offices in multiple locations, we have developed robust return-to-office protocols and implemented them consistent with local government guidelines on social distancing, masking, testing, vaccination status and other safety measures.

To help maintain the health, safety and well-being of our employees, we continue to monitor applicable public health and government guidance, the emergence of new variants and other relevant developments.

Investment Process

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Additionally, our investment professionals frequently interact across our platforms on a formal and informal basis.

We have in place certain procedures to allocate investment opportunities among our funds in a way that complies with our duties as managers of the applicable funds and that is equitable, fair and in the best interests of the applicable funds.

We have in place certain procedures to allocate investment opportunities among our funds in a way that complies with our duties as managers of the applicable funds and that we believe is equitable, fair and in the best interests of the applicable funds.

Our investment professionals are actively involved in the investment process.

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Structure and Management of Investment Vehicles

We conduct the management of most of our funds and other similar private vehicles primarily through organizing a limited partnership or other limited liability entity formed to serve as the general partner of a limited partnership (a fund) organized by us accept commitments for investment from investors.

Generally, investors in our funds make commitments to provide capital at the outset of a fund and deliver capital when called by us as investment opportunities become available.

We manage most of our funds and other similar private vehicles primarily by organizing a limited partnership or other limited liability entity to serve as the general partner of a limited partnership (a fund) organized by us to accept investors’ commitments.

Investors in our funds generally make commitments to provide capital at the outset of a fund and deliver capital when called by us as investment opportunities become available.

We determine the amount of initial capital commitments for such funds by taking into account current market opportunities and conditions, as well as investor expectations.

We and our affiliates generally also make a commitment to our funds, with this commitment typically ranging from 2% to 5% of the fund’s capital commitments.

We and our affiliates generally also make a commitment to our funds, with this commitment typically ranging from 2% to 5% of the fund’s total limited partner capital commitments.

Fund commitments are generally available for investment and other fund purposes during what we call the investment period or commitment period, which typically runs six or fewer years for each fund.

After that time, commitments may be used for follow-on investments and other fund purposes.

Generally, as each investment is realized, these funds first return the capital related to that investment, any previously realized or written down investments and certain fund expenses to fund investors and the general partner and then distribute any profits.

Our private equity funds’ profits are typically shared 80% to the investors and 20% to the general partner so long as the investors receive at least an 8% annual return on their investment, which we refer to as a “preferred return” or “hurdle.” Our private investment funds typically have a term of ten years or more, subject to the potential for two one-year extensions with consent of investors.

Dissolution of those funds can typically be accelerated upon a vote of investors (often 75% in interest, with a simple majority sufficing for some funds) not affiliated with us and, in any case, all of our funds also may be terminated upon the occurrence of certain other events.

Ownership interests in most of our private funds are not, however, generally subject to redemption prior to termination of the funds.

Our private equity funds then distribute funds in an amount to ensure that investors receive a “preferred return” – at least an 8% annual return on their investment – after which investors and our general partners generally receive 80% and 20%, respectively, of the fund’s remaining profits.

Our private investment funds typically have a term of ten years or more, subject to the potential for two one-year extensions with investor consent.

Dissolution of those funds can typically be accelerated upon a vote of investors (often 75% in interest, with a simple majority sufficing for some funds) not affiliated with us and terminated upon the occurrence of certain other specified events.

Ownership interests in most of our private funds are not, however, subject to redemption prior to termination of the funds.

Our TPEP funds are structured as funds where the investor’s capital is fully funded on the subscription date.

In general, each fund that is a limited partnership has a general partner that is responsible for the management and operation of the fund’s affairs and makes all policy and investment decisions relating to the conduct of the fund’s activities.

The general partner is responsible for all decisions concerning the day-to-day management and operations of the activities of the fund, relied upon the fund’s investment manager to implement such decisions pursuant to a management (or similar) agreement, but the general partner is ultimately responsible for managing and operating the fund and for controlling the making and disposition of fund investments.

Generally, the limited partners of our funds take no part in the conduct or control of the activities of such funds, have no right or authority to act for or bind such funds, and have no influence over the voting or disposition of the securities or other assets held by such funds, although such limited partners may vote on certain partnership matters including amendments to the partnership agreement or early liquidation of the partnership.

In addition, the governing agreements of many of our investment funds provide that in the event certain “key persons” do not devote the requisite time and attention required under the fund’s governing documents, then the fund’s commitment period will generally be automatically suspended for 60 days and then terminate unless a majority in interest of the fund’s investors elect to continue the commitment period.

The general partner is responsible for all decisions concerning the day-to-day management and operations of the fund and relies upon the fund’s investment manager to implement such decisions pursuant to a management (or similar) agreement.

Generally, the limited partners of our funds take no part in the conduct or control of such funds, have no right or authority to act for or bind such funds, and have no influence over the voting or disposition of the securities or other assets held by such funds, although such limited partners may vote on certain partnership matters, including amendments to the partnership agreement or early liquidation of the partnership.

In addition, the governing agreements of many of our funds provide that in the event certain “key persons” do not devote the requisite time and attention, then the fund’s commitment period will generally be automatically suspended for 60 days and then terminate unless a majority in interest of the fund’s investors elect to continue the commitment period.

Further, investors in such funds may have the right to vote to terminate the commitment period by a specified percentage in interest (including, in certain cases, a simple majority) vote in accordance with specified procedures.

The governing agreements of many of our investment funds also provide that investors have the right to terminate the investment period for any reason by a vote of 75% of the interests in such fund (with some funds only requiring a simple majority).

The governing agreements of many of our funds also provide that investors have the right to terminate the investment period for any reason by a vote of 75% of the interests in such fund (with some funds only requiring a simple majority).

Most of our funds also have an advisory committee, comprising representatives of certain limited partners, which may consider or waive conflicts of interest or other restrictions in the partnership agreement or otherwise consult with the general partner on certain partnership matters.

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Our investment advisers are generally entitled to a management fee from each investment fund for which they serve as investment advisers.

For a discussion of the management fee to which our investment advisers are entitled across our various types of investment funds, see “—Incentive Arrangements and Fee Structure” below.

For a discussion of the management fee to which our investment advisers are entitled, see “—Incentive Arrangements and Fee Structure” below.

Investment funds themselves typically do not register as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), in reliance on Section 3(c) or Section 7(d) thereof.

Section 3(c)(7) of the Investment Company Act exempts from the Investment Company Act’s registration requirements investment funds whose securities are owned exclusively by persons, at the time

of acquisition of such securities, are “qualified purchasers” as defined under the Investment Company Act and purchase their interests in a private placement.

Section 3(c)(1) of the Investment Company Act exempts from the Investment Company Act’s registration requirements investment funds whose securities are beneficially owned by not more than 100 persons and purchase their interests in a private placement.

In addition, under certain current interpretations of the SEC, Section 7(d) of the Investment Company Act exempts from registration any non-U.S.

Section 3(c)(7) of the Investment Company Act exempts from the Investment Company Act’s registration requirements investment funds whose securities are owned exclusively by persons that, at the time of acquisition of such securities, are “qualified

purchasers” as defined under the Investment Company Act and purchase their interests in a private placement.

Section 3(c)(1) of the Investment Company Act exempts from the Investment Company Act’s registration requirements investment funds whose securities are beneficially owned by not more than 100 persons that purchase their interests in a private placement.

In addition, under certain current SEC interpretations, Section 7(d) of the Investment Company Act exempts from registration any non-U.S.

investment fund all of whose outstanding securities are beneficially owned either by non-U.S.

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Management Fees

The investment adviser of our funds generally receives a management fee based on a percentage of the fund’s capital commitments, or the fund’s invested capital, depending on the fund’s terms and position in its lifecycle.

The investment advisers to certain of our funds may also receive special fees, including transaction fees upon consummation of transactions, monitoring fees from portfolio companies following acquisition and other fees in connection with their activities.

Such fees in most circumstances will offset the management fee relating to the applicable fund.

The management fees we receive are payable on a regular basis, typically quarterly or semi-annually, in the contractually prescribed amounts over the life of the fund.

Depending on the base on which management fees are calculated, negative performance of one or more investments in the fund may reduce the total management fee paid for the relevant period, but not the fee rate.

A fund’s investment adviser generally receives a management fee based on a percentage of the fund’s capital commitments, or the fund’s invested capital, depending on the fund’s terms and stage in its lifecycle.

Management fees are payable on a regular basis, typically quarterly or semi-annually, in the contractually prescribed amounts over the life of the fund.

Depending on the base on which management fees are calculated, negative performance of one or more investments in a fund may reduce the total management fee paid for the relevant period, but not the fee rate.

Management fees may also be offset by the investment advisers’ receipt of transaction, monitoring or other fees, as described in more detail under “—Transaction, Monitoring and Other Fees” below.

Management fees received are generally not subject to clawback.

The investment adviser of each of our TPEP funds generally receives a management fee based on a percentage of the fund’s net asset value.

The investment adviser of our TPEP funds generally receives a management fee based on a percentage of the fund’s net asset value.

These management fees are payable on a regular basis, typically quarterly.

These funds generally permit investors to withdraw or redeem their interests periodically, in some cases following the expiration of a specified period of time when capital may not be withdrawn.

Decreases in the net asset value of investor’s capital accounts may reduce the total management fee paid for the relevant period, but not the fee rate.

Management fees received are not subject to clawback.

Decreases in the net asset value of investor’s capital accounts may reduce the total management fee paid for the relevant period, but generally not the fee rate.

Management fees received by TPEP’s investment adviser are also not subject to clawback.

The investment adviser of TRTX receives a base management fee based on the equity of the REIT, and an incentive management fee based upon the company’s core earnings, in each case payable quarterly in arrears.

Management fees received by TRTX’s investment adviser are also not subject to clawback.

Transaction, Monitoring and Other Fees

The investment advisers to certain of our funds, or other affiliated entities, may receive special fees, including transaction, monitoring and other fees, when, for example, they provide capital structuring or other advice to our portfolio companies, generally in connection with debt and equity arrangements and underwriting and placement services.

Monitoring fees are paid when the investment adviser provides a portfolio company monitoring services.

In some cases, transaction, monitoring or other similar fees will offset the management fee received by the applicable fund.

Performance Allocations

As part of its partnership interest in a fund and, in addition to a return on its capital interest in a fund, the general partner or an affiliate is generally entitled to receive performance allocations from a fund.

As part of its partnership interest in a fund and, in addition to a return on its capital interest in a fund, the general partner or an affiliate is typically entitled to receive performance allocations from a fund.

Generally, this means that the general partner’s partnership interest in the fund will entitle it to a share of the fund’s net profits.

Performance allocations have historically accounted for a significant portion of the income we realize from our fund general partnership interests.

Performance allocations are generally calculated on a realized basis, and each general partner (or affiliate) is generally entitled to an allocation of 20% of the net realized profits (generally also taking into account, among other things, unrealized losses) generated by such fund.

Performance allocations are generally calculated on a realized basis, and each general partner (or affiliate) is typically entitled to an allocation of 20% of the net realized profits (also taking into account, among other things, unrealized losses) generated by such fund.

Net realized income or loss is not netted between or among funds.

Performance allocations are subject to a preferred limited partner return typically of 8% per year, subject to a catch-up allocation to the general partner.

Generally, if at the termination of a fund (and in some cases at interim points in the life of a fund), the general partner receives performance allocation distributions over the life of the fund in excess of its allocable share under the applicable partnership agreement, the general partner will be obligated to repay an amount equal to the extent the previously distributed performance allocation exceeds the amounts to which the general partner is entitled.

Generally, if at the termination of a fund (and in some cases at interim points in the life of a fund), the general partner received distributions of performance allocations over the life of the fund in excess of its allocable share under the applicable partnership agreement, the general partner will be obligated to repay an amount equal to the extent the previously distributed performance allocations exceeded its allocable share.

This is known as a “clawback” obligation.

To the extent we are required to fulfill a clawback obligation, we may determine to decrease the amount of our dividends to our stockholders.

The clawback obligation operates with respect to a given fund’s own net investment performance only and performance allocations of other funds are typically not netted for determining this contingent obligation.

Moreover, the governing agreements of most of our funds generally provide a guarantee of clawback obligations to fund investors from the TPG Operating Group (directly or indirectly) although we retain the right to pursue any remedies that we have against performance allocation recipients who do not return to us such performance allocations.

To the extent we are required to fulfill a clawback obligation, we may decrease the amount of our dividends to our stockholders.

The clawback obligation operates with respect to a given fund’s own net investment performance only,

and performance allocations of other funds are not netted for determining this contingent obligation.

Moreover, the governing agreements of most of our funds generally provide a guarantee of clawback obligations to fund investors from the TPG Operating Group (directly or indirectly) although we retain the right to pursue any remedies that we have against performance allocation distributees who do not return to us such distributions.

We have recorded a contingent repayment obligation of $58.3 million as of December 31, 2022, equal to the amount that would be due if the various funds were liquidated at their current carrying value.

For additional information concerning the clawback obligations we could face, see “Risk Factors—Risks Related to Our Business—The clawback provisions in our governing agreements may give rise to contingent obligations that may require us to return or contribute amounts to our funds and fund investors.”

For additional information concerning the clawback obligations we could face, see “Item 1A.

Risk Factors—Risks Related to Our Business—The clawback provisions in our governing agreements may give rise to contingent obligations that may require us to return amounts to our funds and fund investors.”

Capital Invested in and Alongside Our Funds

To further align our interests with those of investors in our funds, we and our professionals have invested our own capital in and alongside the funds we sponsor and manage.

To further align our interests with those of our funds’ investors, we and our professionals have invested our own capital in and alongside the funds we sponsor and manage.

Minimum general partner capital commitments to our funds are determined separately with respect to each fund.

We may, from time to time, invest in excess of contractually required minimums and/or exercise our right to purchase additional interests in our funds that become available in the ordinary course of their operations.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for more information regarding our minimum general partner capital commitments to our funds.

Our general partner capital commitments are funded with cash and not with performance allocations or deferral of management fees.

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Fees assessed on such investments by our professionals may be eliminated or substantially reduced.

Investors in many of our funds, as well as certain other investors, may have the opportunity to make co-investments with the funds.

Investors in many of our funds, as well as certain other investors, may have the opportunity to co-invest alongside our funds.

Co-investments are investments in portfolio companies or other fund assets generally on the same terms and conditions as those to which the applicable fund is subject.

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Our businesses, as well as the financial services industry generally, are subject to extensive regulation in the United States and elsewhere.

The level of regulation and supervision to which we are subject to varies from jurisdiction to jurisdiction and is based on the type of business activity involved.

The level of regulation and supervision to which we are subject varies from jurisdiction to jurisdiction and is based on the type of business activity involved.

We, in conjunction with our outside advisors and counsel, seek to manage our business and operations in compliance with such regulation and supervision.

The regulatory and legal requirements that apply to our activities are subject to change from time to time and may become more restrictive, which may make compliance with applicable requirements more difficult or expensive or otherwise restrict our ability to conduct our business activities in the manner in which they are now conducted.

The regulatory and legal requirements that apply to our activities are subject to change from time to time and may become more

restrictive, which may make compliance with applicable requirements more difficult or expensive or otherwise restrict our ability to conduct our business activities in the manner in which they are now conducted.

Our businesses have operated for many years within a legal framework that requires us to monitor and comply with a broad range of legal and regulatory developments that affect our activities.

However, additional legislation, changes in rules promulgated by self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules, either in the United States or

elsewhere, may directly or indirectly affect our mode of operation and profitability.

Each of the regulatory bodies with jurisdiction over us, and our portfolio companies and investments, has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities.

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TPG Inc.’s assets consist primarily of units representing 25.6% of the TPG Operating Group held through its 100% interest in certain holding companies.

also is the owner of the entities serving as the general partner of the TPG Operating Group partnerships and, in such capacity, indirectly controls all of the TPG Operating Group’s business and affairs.

owner of the entities serving as the general partner of the TPG Operating Group partnerships and, in such capacity, indirectly controls all of the TPG Operating Group’s business and affairs.

We do not believe TPG Inc.’s interests in these units or the general partners are investment securities.

2 unchanged sentences

Accordingly, we do not believe TPG Inc.

is an inadvertent investment company by virtue of the 40% test in

section 3(a)(1)(C).

is an inadvertent investment company by virtue of the 40% test in section 3(a)(1)(C).

In addition, we believe TPG Inc.

28 unchanged sentences

hold a capital market services license and are authorized by the Monetary Authority of Singapore to conduct fund management activities.

In Hong Kong, TPG Capital, Limited is licensed and authorized by the Hong Kong Securities and Futures Commission to engage in the business of dealing in securities and advising on securities, and NewQuest Capital Advisors (HK) Limited is

licensed and authorized to engage in the business of asset management.

In India, NewQuest Advisors (India) LLP is registered with the Securities Exchange Board of India as an investment advisor.

In the Cayman Islands, NewQuest Holdings (Cayman) Limited is registered with the Cayman Islands Monetary Authority as a registered person and is authorized to conduct securities investment business, and each of the TPEP “master funds,” as well as each of the TPEP “offshore feeders,” is registered with the Cayman Islands Monetary Authority under the Mutual Funds Law.

In Mauritius, NewQuest Asia BE Limited holds an unrestricted investment adviser license granted by the Financial Services Commission and is authorized to manage securities and to give advice on securities transactions.

On December 22, 2021, NewQuest Asia BE Limited submitted notice to the Financial Services Commission that it is surrendering this license, as the holding of the license has become unnecessary.

The surrender took effect on January 21, 2022.

In Mauritius, NewQuest Asia BE Limited held an unrestricted investment adviser license granted by the Financial Services Commission until January 21, 2022, when it surrendered the license after determining that holding the license had become unnecessary.

Website and Availability of SEC Filings

We use our website (www.tpg.com/), Rise website (https://therisefund.com/), Microsites (https://software.tpg.com/, https://healthcare.tpg.com/), LinkedIn (https://www.linkedin.com/company/tpg-capital), Twitter (https://twitter.com/tpg), Vimeo (https://vimeo.com/user52190696), Rise YouTube (https://www.youtube.com/channel/UCo8p2iF_I5p-2_MQlzedw/featured) and Rise Instagram (https://www.instagram.com/therisefund/?hl=en) accounts as channels of distribution of company information.

We use our website (https://www.tpg.com), Rise website (https://therisefund.com), Microsites (https://software.tpg.com, https://healthcare.tpg.com), LinkedIn (https://www.linkedin.com/company/tpg-capital), Twitter (https://twitter.com/tpg), Vimeo (https://vimeo.com/user52190696), Rise YouTube (https://www.youtube.com/channel/UCo8p2iF_I5p-Wr2_MQlzedw/featured) and Rise Instagram (https://www.instagram.com/therisefund/?hl=en) accounts as channels of distribution of company information.

The information we post through these channels may be deemed material.

2 unchanged sentences

The contents of our website, any alerts and social media channels are not, however, a part of this report.

We also make available free of charge on our website or provide a link on our website to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC.

To access these filings, go to the “SEC Filings” portion of our “Shareholders” page on our website.

You may also access the reports and other documents we file with the SEC at a website maintained by the SEC at www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business