What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-02-23 compared with 2023-02-24 · 1245 added, 1157 removed, 881 unchanged (73% of the section changed)

9 unchanged sentences

and its consolidated subsidiaries.

We completed the Acquisition on November 1, 2023.

Accordingly, the results of TPG Angelo Gordon included in our consolidated results of operations are from November 1, 2023 through December 31, 2023.

Business Overview

We are a leading global alternative asset manager with approximately $221.6 billion in assets under management (“AUM”) as of December 31, 2023.

We primarily invest in complex asset classes such as private equity, real estate and public market strategies.

We have built our firm 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 multi-product investment platforms that position us well to continue generating sustainable growth across our business.

We primarily invest in complex asset classes such as private equity, credit, real estate and public market strategies.

We have built our firm through more than 30 years of successful innovation and growth, and 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 multi-strategy investment platforms that position us well to continue generating sustainable growth across our business.

Trends Affecting our Business

1 unchanged sentence

Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised.

However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focus on attractive and resilient sectors of the global economy have historically contributed to the stability of our performance throughout market cycles.

During 2022, global economies experienced persistent, elevated volatility as they contended with rising consumer prices, tightening financial conditions, growth risks and geopolitical tensions.

Relative to the first three quarters of the year, the three months ended December 31, 2022, continued to see elevated volatility across asset classes, but benefited from improved sentiment as inflation appeared to peak in many countries, China relaxed COVID restrictions and hopes strengthened that the U.S.

Federal Reserve could successfully tighten financial conditions just enough to tame inflation without causing a recession.

Inflation was elevated throughout 2022 and rose persistently for most of the year, with consumer price growth hitting an over 40-year high of 9.1% year-over-year in June.

Consumer Price Index (“CPI”) readings in the fourth quarter of 2022 finally started to indicate that price pressures had peaked, with October, November and December data showing increases of 7.7%, 7.1% and 6.5% relative to the prior year.

Core Consumer Price Index, which excludes volatile energy and food prices, climbed 5.7% in December 2022 from a year earlier, easing from a 6.0% gain in the month prior and from the year’s high of 6.6% in September.

The Federal Reserve initiated a historic tightening cycle in 2022.

central bank raised the federal funds rate for seven consecutive meetings in 2022, beginning with a 25 basis point increase in March, ultimately increasing the rate by 400bps over the course of the year.

Data showing slowing inflation during the three months ended December 31, 2022, initiated a slowing in the pace of rate hikes, raising hopes for a near-term peak in the tightening cycle and providing support for risk assets in the quarter.

In the fourth quarter the Federal Reserve raised rates by 0.75% and 0.50% at its

November and December meetings, respectively, bringing the target rate up to 4.25% - 4.50%.

While December’s 50 basis point increase represented a slowdown from four consecutive 75 basis point hikes, Federal Reserve officials communicated that they expect to raise the rate to between 5.00% and 5.50% in 2023, a higher forecast relative to expectations communicated at the September meeting.

Treasury yield curve continued to invert in the fourth quarter of 2022, with yields at the short end of the curve rising while longer-dated yields remained relatively flat from the end of the prior quarter.

Across the curve, yields were significantly higher at the end of 2022 relative to at the end of 2021.

Benchmark 10-year Treasuries ended the quarter yielding 3.88%, up from 3.80% as of the end of the third quarter of 2022, and up from 1.51% as of the end of 2021.

2-year Treasury yields reached a high of 4.73% in the fourth quarter of 2022 and closed the year at 4.42%, up from 4.20% as of the end of the prior quarter and up from 0.73% as of the end of 2021.

Corporate bond prices were similarly weaker in 2022, with indices of Investment Grade and High Yield bonds falling 18.4% and 16.9% respectively for the year, though posted slight gains in the fourth quarter.

Spreads tightened modestly over the final three months of the year but widened 40 basis points and 171 basis points, respectively, on the year overall.

equities struggled throughout 2022 amid the backdrop of inflation, tightening financial conditions, recession fears and geopolitical conflict, with the S&P 500 and Nasdaq Composite recording their worst calendar years since 2008.

The majority of losses were concentrated in the first nine months of the year, with performance improving in the three months ended December 31, 2022 as inflation slowed modestly despite underlying economic fundamentals remaining strong, providing hope the Federal Reserve would slow its pace of rate increases.

The S&P 500, Dow Jones and Nasdaq Composite were +7.1%, +15.4% and (1.0%) respectively in the fourth quarter, cementing declines of 19.4%, 8.8% and 33.1%, respectively, for 2022.

Energy was by far the top performing S&P sector in 2022 and the only sector to gain year-over-year, rising 59.0%, followed by the Utilities and Consumer Staples sectors which posted annual declines of (1.4%) and (3.2%) respectively.

Communication Services and Consumer Discretionary were the worst performing sectors amid a general decline in growth stocks, declining (40.4%) and (37.6%) respectively for 2022.

Volatility, as measured by the CBOE Volatility Index, finished the year at 21.67, down from 31.62 as of the end of the three months prior but up from 17.22 as of the end of 2021.

labor market remained a key factor in the overall domestic economic picture.

December’s labor report published by the U.S.

Bureau of Labor Statistics indicated unemployment fell to 3.5% during the month, down from 3.7% in November.

Job growth slowed but remained relatively robust.

Employers added a seasonally adjusted 223,000 jobs in December, fewer than the 263,000 and 261,000 added in November and October, respectively.

Our portfolio appreciated 8% in 2022, compared to declines in public indices during the year, which we believe reflects the strong operating performance and value creation initiatives in our portfolio.

Our private portfolio increased in value and we were able to exit certain deals above their December 31, 2021 valuations, while our public portfolio experienced a decline in value.

In addition to these macroeconomic trends and market factors, our future performance is heavily dependent on our ability to attract new capital, generate strong, stable returns, source investments with attractive risk-adjusted returns and provide attractive investment products to a growing investor base.

We believe the following factors will influence our future performance:

• The extent to which prospective fund investors favor alternative investments .

Our ability to attract new capital is in part dependent on our current and prospective fund investors’ views of alternative investments relative to traditional asset classes.

We believe that our fundraising efforts will continue to be subject to certain fundamental asset management trends, including (i) the increasing importance and market share of alternative investment strategies to fund investors of all types as fund investors focus on lower-correlated and absolute levels of return, (ii) the increasing demand for private markets from private wealth fund investors, (iii) shifting asset allocation policies of institutional fund investors in particular favoring private markets and (iv) increasing barriers to entry and growth.

• Our ability to generate strong, stable returns on behalf of our fund investors.

Our ability to raise and retain capital is significantly dependent on our track record and the investment returns we are able to generate for our fund investors.

The capital we raise drives growth in our AUM, fee earning assets under management, or “FAUM,” management fees and performance fees.

Although our AUM, FAUM and fee-related revenues have grown significantly since our inception and in recent years, a significant deterioration in the returns we generate for our fund investors, adverse market conditions or an outflow of capital in the alternative asset

management industry in general, or in the private equity segments in which we specialize, could negatively affect our future growth rate.

In addition, market dislocations, contractions or volatility could adversely affect our returns in the future, which could in turn affect our fundraising abilities in the future, as both existing and prospective fund investors will consider our historical return profile in future asset allocations.

• Our ability to source investments with attractive risk-adjusted returns .

Our ability to continue to grow our revenue is dependent on our continued ability to source attractive investments and efficiently deploy the capital that we have raised.

Although the capital deployed in any one quarter may vary significantly from period to period due to the availability of attractive opportunities and the long-term nature of our investment strategies, we believe that our ability to efficiently and effectively invest our growing pool of fund capital puts us in a favorable position to maintain our revenue growth over time.

Our ability to identify attractive investments and execute on those investments is dependent on a number of factors, including the general macroeconomic environment, market positioning, valuation, transaction size and the expected duration of such investment opportunities.

A significant decrease in the quality or quantity of potential opportunities, particularly in our core focus sectors (including technology and healthcare), could adversely affect our ability to source investments with attractive risk-adjusted returns.

• The attractiveness of our product offerings to a broad and evolving investor base.

Investors in our industry may have changing investment priorities and preferences over time, including with respect to risk appetite, portfolio allocation, desired returns and other considerations.

Fund investors’ increasing desire to work with fewer managers has also resulted in heightened competition.

We continue to expand and diversify our product offerings to increase investment options for our fund investors, while balancing this expansion with our goal of continuing to deliver consistent, attractive returns.

Our track record of innovation and the organic incubation of new product platforms and strategies is representative of our adaptability and focus on delivering products that are in demand by our clients.

• Our ability to maintain our competitive advantage relative to competitors .

Our data, analytical tools, deep industry knowledge, culture and teams allow us to provide our fund investors with attractive returns on their committed capital as well as customized investment solutions, including specialized services and reporting packages as well as experienced and responsive compliance, administration and tax capabilities.

Our ability to maintain our advantage is dependent on a number of factors, including our continued access to a broad set of private market information, access to deal flow, retaining and developing our talent and our ability to grow our relationships with sophisticated partners.

Reorganization

On December 31, 2021, we undertook certain transactions as part of the Reorganization, which included transferring to RemainCo certain economic entitlements to performance allocations from certain of the TPG general partner entities as well as cash at the TPG Operating Group that related to those TPG general partner entities’ economic entitlements.

We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest.

We also transferred the TPG Operating Group’s co-investment interests in certain consolidated TPG Funds (“TPG Funds”) which led to the deconsolidation of those funds as of December 31, 2021.

Additionally, we transferred certain other economic entitlements associated with certain other investments, including our investment in certain TPG funds we do not consolidate, our former affiliate and other equity method investments.

This did not include certain of our strategic equity method investments, including Harlem Capital partners, VamosVentures and LandSpire Group, as the economics of these investments continue to be part of the TPG Operating Group after the Reorganization.

Subsequent to December 31, 2021 and in connection with our IPO, TPG Partners, LLC converted from a limited liability company to a Delaware corporation and changed its name to TPG Inc.

and completed the remainder of the Reorganization on January 12, 2022.

Following our incorporation, the Reorganization and the IPO, we are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing 25.6% of the Common Units and 100% of the interests in certain intermediate holding companies as of December 31, 2022.

However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.

The market environment improved in 2023 as inflation slowed, the Federal Reserve tapered and ultimately paused its rate hiking cycle, and the domestic economy remained strong, all despite ongoing geopolitical instability and stress within the regional banking sector during the early part of the year.

Consumer Price Index (“CPI”) reading for the last month of 2023 showed a 3.1% year-over-year increase in prices, a much slower rate of increase relative to the December 2022 reading of 6.5%.

Core CPI, which excludes food and energy, also declined from 5.7% in December 2022 to 3.9% in the December 2023 reading.

As inflation tapered, the Federal Reserve began to slow its pace of rate hikes.

After increasing the target federal funds rate by 4.25% over the course of 2022, the Federal Reserve increased rates only by another 1.00% in 2023 via 0.25% increases at four of its first five meetings of 2023.

The Central Bank has held rates steady since, at 5.25% - 5.50%.

The timing of the Federal Reserve’s first rate cut and the pace of the rate cutting cycle remains a significant question impacting markets.

Economic data has remained strong despite the extended period of elevated rates.

added 2.8 million payrolls over the course of 2023, and the unemployment rate ended the year at 3.7%, a modest increase from 2022’s final reading of 3.4%.

Treasuries experienced a degree of volatility over the twelve months ending December 31, 2023, though finished the year relatively flat to yields seen at the end of 2022.

Treasury yields fell sharply early in the year, particularly

at the shorter end of the curve, as stress within the U.S.

regional banking sector drove a flight to safety.

Yields steadily widened over the following months, with the 10-Year Treasury touching above 5% in October.

However, Treasury bonds rallied significantly heading into the end of the year.

The 10 Year Treasury yield ended the year at 3.879%, little changed from its yield at the end of 2022.

2 Year Yields touched as high as 5.212% during 2023 but closed the year at 4.250%.

In corporate credit markets, both U.S.

and European high yield markets performed positively during 2023.

According to J.P.

Morgan data, the U.S.

high yield market saw gains of 13.5% in the United States and the European market saw gains of 12.7% during the year.

Notably, lower-rated CCCs significantly outperformed higher-rated BBs over this period, generating returns of 19.9% and 11.8%, respectively.

high, yield bonds further tightened and ended the year at 377 basis points compared to 490 basis points to start the year.

In Europe, high yield spreads tightened 44 points ending the year at 449 basis points.

The high yield default rate rose modestly to 2.8% in the United States and 2.4% in Europe.

Additionally, the J.P.

Leveraged Loan Index posted a 13.5% return and the J.P.

Morgan European Leveraged Loan Index posted a 13.6% return for the year ended 2023.

From a spread and yield basis, the US Leveraged Loan Index ended the year at a yield of 8.6% and 500 basis point spread while the European Leverage Loan Index ended the year at a yield of 7.96% and 542 basis point spread.

equity indices rallied significantly in 2023, after posting losses in 2022.

The S&P 500, Dow Jones, and Nasdaq gained 24.2%, 13.7%, and 43.4% respectively during the year.

Growth oriented sectors were market leaders, with the Information Technology and Communication Services sectors rising 56.4% and 54.4% respectively on the year.

Energy and Utilities were laggards, declining (4.8%) and (10.2%) respectively.

Volatility, as measured by the CBOE Volatility Index, continued its downward trend over the year from 21.7 at the start of the year to 12.5 at the end of 2023.

In commercial real estate, the Green Street Commercial Property Price Index ended December 2023 down 9.5% from its the beginning of 2023.

Commercial property transaction volume in the United States and Europe remained relatively muted, consistent with 2022, primarily due to continued elevated borrowing rates and reductions in liquidity and credit availability.

Major Asian markets faced similar challenges, with commercial property transaction volume for the year declining 17 year-over-year overall;

however, Q4 2023 saw an uptick in volume, registering a 3% rise year-on-year.

In Hong Kong full year 2023 investment volume reached HK$40.4 billion, marking the weakest period since 2008.

In China, transaction volume fell 13.0% year-over-year, largely due to prolonged overseas interest rate hikes and ongoing geopolitical tension.

Similarly, Japan saw investment volume decline 3.0% year-over-year, mostly due to a decrease in foreign investment.

residential real estate improved slightly during the quarter, with national U.S.

home prices rising approximately 6.0% year-to-date through November 2023, slightly above the peak recorded in June 2022 according to the S&P/Case-Shiller U.S.

National Home Price Index, in part due to constrained housing supply.

We are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing approximately 22% of the legally outstanding Common Units and 100% of the interests in certain intermediate holding companies as of December 31, 2023.

In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs.

Acquisition of Angelo Gordon

On November 1, 2023, we acquired Angelo Gordon pursuant to the terms and subject to the conditions set forth in the Transaction Agreement.

Pursuant to the Transaction Agreement, we acquired Angelo Gordon for both cash and non-cash consideration under U.S.

GAAP equal to $1,145.9 million (the “Purchase Price”), comprised of:

• $740.7 million in cash paid at closing;

• $18.8 million in payable as of December 31, 2023 to the escrow agent on behalf of the sellers of Angelo Gordon, subject to adjustment;

• 9.2 million vested Common Units (and an equal number of Class B common stock) and 43.8 million unvested Common Units which are deemed to be compensatory under U.S.

• the rights to an aggregate cash payment, payable in three payments of up to $50.0 million each, reflecting an aggregate of $150.0 million (the “Aggregate Annual Cash Holdback Amount”);

• the non-compensatory portion under U.S.

GAAP of a total earnout payment of up to $400.0 million in value (the “Earnout Payment”), subject to the satisfaction of certain fee-related revenue (“FRR”) targets during the period beginning on January 1, 2026 and ending on December 31, 2026 (the “Measurement Period”).

On November 1, 2023, Angelo Gordon had $75.3 billion in assets under management, with $57.4 billion attributable to its credit business and $17.9 billion attributable to its real estate business.

Operating Segments

We operate our business in a single operating and reportable segment, which is consistent with how our CEO, who is our chief operating decision maker, reviews financial performance and allocates resources.

We operate collaboratively across platforms with a single expense pool.

Basis of Accounting

is considered the successor of TPG Group Holdings for accounting purposes, and TPG Group Holdings’ consolidated financial statements are our historical financial statements.

Given the ultimate controlling partners of TPG Group Holdings control TPG Inc., who in turn controls the TPG Operating Group, we account for the acquisition of such continuing limited partners’ interests in our business, as part of the Reorganization, as a transfer of interests under common control.

Accordingly, we carry forward the existing value of such continuing limited partners’ interest in the assets and liabilities recognized in the TPG Operating Group’s financial statements prior to our IPO into our financial statements following our IPO.

TPG Group Holdings’ historical financial statements include the consolidated accounts of management companies, general partners of pooled investment entities and certain consolidated TPG funds, which are held in TPG Operating Group I, L.P.

(formerly known as “TPG Holdings I, L.P.” and referred to as “TPG Operating Group I”), TPG Operating Group II, L.P.

(formerly known as “TPG Holdings II, L.P.” and referred to as “TPG Operating Group II”) and TPG Operating Group III, L.P.

(formerly known as “TPG Holdings III, L.P.” and referred to as “TPG Operating Group III”).

Prior to our IPO, the TPG Operating Group was controlled by TPG Group Holdings and as a result of the Reorganization is controlled by TPG Inc.

after our IPO.

We consolidate the financial results of TPG Inc., TPG Operating Group and its consolidated subsidiaries, management companies, the general partners of funds and entities that meet the definition of a variable interest entity (“VIE”) for which we are considered the primary beneficiary.

When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities, revenues, expenses, investment income, cash flows and other amounts, on a gross basis.

While the consolidation of an entity does not impact the amounts of net income attributable to controlling interests, the consolidation does impact the financial statement presentation in accordance with U.S.

This is a result of the fact that the accounts of the consolidated entities being reflected on a gross basis, with intercompany transactions eliminated, while the allocable share of those amounts that are attributable to third parties are reflected as single line items.

2 unchanged sentences

GAAP to consolidate the majority of investment funds we advise in our Consolidated Financial Statements because we do not have a more than insignificant variable interest.

Pursuant to U.S.

GAAP, we consolidate certain TPG funds and SPACs, which we refer to collectively as the “consolidated TPG Funds and Public SPACs,” in our consolidated financial statements for certain of the periods we present.

Management fees and performance allocations from the consolidated TPG Funds and Public SPACs are eliminated in the consolidated financial statements.

The assets and liabilities of the consolidated TPG Funds and Public SPACs are generally held within separate legal entities and, as a result, the liabilities of the consolidated TPG Funds and Public SPACs are non-recourse to us.

Since we only consolidate a limited portion of our TPG investment funds, the performance of the consolidated TPG Funds and Public SPACs is not necessarily consistent with or representative of the aggregate performance trends of our TPG investment funds.

Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a global pandemic.

The COVID-19 pandemic has evolved significantly and has impacted, and may continue to impact in the future, the U.S.

and global economy.

The emergence of COVID-19 variants has resulted in setbacks to the economic recovery, and subsequent surges could lead to renewed COVID-19 restrictions and could trigger increased restrictions on business operations.

The COVID-19 pandemic has affected, and will continue to affect, our business.

We continue to closely monitor developments related to COVID-19 and assess any potential negative impacts to our business.

In particular, our future results may be adversely affected by (i) decreases in the value of investments in certain industries that have been materially impacted by the COVID-19 pandemic and related governmental measures, (ii) slowdowns in fundraising activity and (iii) reductions in our capital deployment pace.

See “Item 1A.—Risk Factors—Risks Related to Our Business—The COVID-19 pandemic caused severe disruptions in the U.S.

and global economies and has impacted, and may continue to negatively impact, our business and our results of operations, financial condition and cash flow.”

Following our Reorganization and IPO, we no longer have a controlling financial interest in certain TPG Funds.

Public SPACs are consolidated pursuant to U.S.

Management fees and performance allocations from the consolidated Public SPACs are eliminated in the Consolidated Financial Statements.

The assets and liabilities of the consolidated Public SPACs are generally held within separate legal entities and, as a result, the liabilities of the consolidated Public SPACs are non-recourse to us.

Since we only consolidate a limited portion of our TPG investment funds, the performance of the consolidated Public SPACs is not necessarily consistent with or representative of the aggregate performance trends of our TPG investment funds.

Key Financial Measures

1 unchanged sentence

Fees and Other .

Fees and other consists primarily of (i) management and incentive fees for providing investment management services to TPG Funds, limited partners and other vehicles;

(ii) monitoring fees for providing services to portfolio companies;

(iii) transaction fees for providing advisory services, debt and equity arrangements and underwriting and placement services;

and (iv) expense reimbursements from unconsolidated funds, portfolio companies and third parties.

Fees and other consists primarily of (i) management and incentive fees, (ii) monitoring fees, (iii) transaction fees, (iv) incentive fee income and (v) expense reimbursements from unconsolidated funds, portfolio companies and third parties.

These fee arrangements are documented within the contractual terms of the governing agreements and are recognized when earned, which generally coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction.

2 unchanged sentences

Capital Allocation-Based Income (Loss) .

Capital allocation-based income (loss) is earned from the TPG funds when we have (i) a general partner’s capital interest and (ii) performance allocations which entitle us to a disproportionate allocation of investment income or loss from investment funds.

Capital allocation-based income (loss) is earned from the TPG funds when we have (i) a general partner’s capital interest and (ii) performance allocations which entitle us to a disproportionate

allocation of investment income or loss from investment funds.

We are entitled to a performance allocation (typically 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized.

These performance allocations are subject to the achievement of minimum return levels (typically 8%), in accordance with the terms set forth in the respective fund’s governing documents.

These performance allocations are subject to the achievement of preferred returns or high water marks, where applicable, in accordance with the terms set forth in the respective fund’s governing documents.

We account for our investment balances in the TPG funds, including performance allocations, under the equity method of accounting because we are presumed to have significant influence as the general partner or managing member;

7 unchanged sentences

GAAP will result in compensation charges over current and future periods.

In connection with our IPO, we granted restricted stock units (“RSUs”) to executives and employees.

In connection with our IPO and subsequent acquisition, we granted restricted stock units (“RSUs”) to executives and employees.

Distributions of performance allocations in the legal form of equity made directly or indirectly to our partners and professionals are allocated and distributed, when realized, pro rata based on ownership percentages in the underlying investment partnership and are accounted for as distributions on the equity held by such partners rather than as compensation and benefits expense prior to the Reorganization and IPO.

Subsequent to the Reorganization and IPO, we account for these distributions as performance allocation compensation.

We account for these distributions as performance allocation compensation.

General, Administrative and Other .

18 unchanged sentences

Dividends and other investment income are recorded when the right to receive payment is established.

Net Gains (Losses) from Investment Activities of Consolidated TPG Funds and Public SPACs.

Net Gains from Investment Activities of consolidated TPG Funds and Public SPACs .

Net gains (losses) from investment activities includes (i) realized gains (losses) from the sale of equity, securities sold and not yet purchased, debt and derivative instruments and (ii) unrealized gains (losses) from changes in the fair value of such instruments.

5 unchanged sentences

Income Tax Expense

As a result of the Reorganization, the Company is treated as a corporation for U.S.

The Company is treated as a corporation for U.S.

federal and state income tax purposes.

1 unchanged sentence

federal and state income taxes, in addition to local and foreign income taxes, with respect to our allocable share of taxable income generated by the TPG Operating Group partnerships.

Prior to the Reorganization, the Company was treated as a partnership for U.S.

federal income tax purposes and therefore was not subject to U.S.

federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the U.S.

(federal, state and local) and foreign jurisdictions as a result of their entity classification for tax reporting purposes.

Non-Controlling Interests

24 unchanged sentences

Income (loss) from investments:

Net (losses) gains from investment activities (110,131) 353,219 (5,839)

Gain on deconsolidation — — 401,695

Net gains (losses) from investment activities 6,564 (110,131) 353,219

Interest, dividends and other 42,622 9,168 6,460

Investment income of consolidated TPG Funds and Public SPACs:

Net gains (losses) from investment activities — 23,392 (18,691)

Unrealized gains (losses) on derivative liabilities of Public SPACs 12,382 211,822 (239,269)

Net gains from investment activities — — 23,392

Unrealized gains on derivative liabilities of Public SPACs 667 12,382 211,822

Interest, dividends and other 7,692 6,741 10,321

Total investment (loss) income (81,840) 605,214 151,429

(Loss) income before income taxes (23,752) 4,665,035 1,448,711

Total investment income (loss) 57,545 (81,840) 605,214

Income (loss) before income taxes 83,653 (23,752) 4,665,035

Income tax expense 60,268 32,483 9,038

Net (loss) income (56,235) 4,655,997 1,438,932

Net income (loss) 23,385 (56,235) 4,655,997

Year Ended December 31,

2023 2022 2021

(dollars in thousands, except share and per share data)

Net (loss) income attributable to redeemable equity in Public SPACs prior to Reorganization and IPO — (517) 155,131

7 unchanged sentences

subsequent to Reorganization and IPO $ 80,090 (1)

Year Ended December 31,

2022 2021 2020

(dollars in thousands, except share and per share data)

Net income (loss) per share data:

5 unchanged sentences

Diluted 317,944,496 308,908,052 —

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

11 unchanged sentences

Total revenues $ 2,389,911 (1)

$ 2,002,887 $ 387,024 19 %

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Fees and other revenues increased by $288.0 million, or 23%, during the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change resulted from a $199.3 million increase in management fees, a $54.8 million increase in expense reimbursements and other and a $14.7 million increase in transaction, monitoring and other fees, net.

This change resulted from a $268.1 million increase in management fees, a $24.2 million increase in expense reimbursements and other and a $4.3 million decrease in transaction, monitoring and other fees, net.

Management Fees .

Management fees increased by $268.1 million, or 29%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by fee earning capital raised resulting in additional management fees of $40.3 million from TPG IX, $22.0 million from Asia VIII, $19.4 million from Rise III and $10.4 million from TPH II, each of which were activated during the third quarter of 2022;

$76.2 million from TREP IV, which was activated during the first quarter of 2022;

and $65.4 million from Rise Climate, which was activated during the third quarter of 2021.

These increases were partially offset by a decrease in management fees of $29.9 million earned from TPG VII resulting from a decrease in fee earning AUM during the year ended December 31, 2022 compared to the year ended December 31, 2021.

Certain management fees in the year ended December 31, 2022 were considered catch-up fees as a result of additional capital commitments from limited partners to Rise Climate and TTAD II in the amount of $2.8 million.

This change was primarily driven by fee earning capital raised resulting in additional management fees of $107.6 million from TPG IX, $47.9 million from Asia VIII, $40.7 million from THP II, and $29.2 million from Rise III, each of which were activated during the third quarter of 2022.

Management fees also increased $87.3 million due to the additional fees earned from TPG Angelo Gordon, primarily $18.8 million from Middle Market Direct Lending funds, $12.4 million from Real Estate Multi-Strategy funds, and $9.8 million from Credit Solutions funds.

These increases were partially offset by a decrease in management fees of $36.9 million earned from Asia VII resulting from a decrease in fee earning AUM during the year ended December 31, 2023 compared to the year ended December 31, 2022.

Certain management fees totaling $41.5 million earned during the year ended December 31, 2023 were considered catch-up fees as a result of additional capital commitments from limited partners primarily related to TPG IX of $18.0 million, THP II of $8.7 million, Rise III of $6.7 million and Asia VIII in the amount of $6.3 million.

Transaction, Monitoring and Other Fees, Net .

Transaction, monitoring and other fees, net increased by $14.7 million, or 16%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by a $9.6 million increase in transaction fees earned from portfolio companies in our Real Estate and Capital platforms and a $5.1 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.

Transaction, monitoring and other fees, net decreased by $4.3 million, or 4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by a $9.5 million decrease in transaction, monitoring and incentive fees earned from portfolio companies in our Real Estate and Capital platforms, partially offset by a $6.3 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.

Expense Reimbursements and Other .

Expense reimbursements and other increased by $24.2 million, or 12%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by a $18.4 million increase in additional reimbursements from TPG funds due to increased fundraising activities, $19.8 million in administrative service fees from RemainCo earned during the year ended December 31, 2022, and a $14.9 million increase in income from services rendered to TPG funds and Portfolio Companies.

This change was primarily driven by a $21.2 million increase in income from services rendered to TPG funds and a $5.1 million increase in additional reimbursements from funds, mainly due to increase in expense reimbursements attributable to TPG Angelo Gordon.

Performance Allocations.

Performance allocations decreased by $3,072.8 million to $720.1 million, or 81%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by an 8% appreciation of our realized and unrealized portfolio during the year ended December 31, 2022 compared to a 38% appreciation of our realized and unrealized portfolio during the year ended December 31, 2021.

Performance allocations increased by $88.1 million to $808.2 million, or 12%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Realized performance allocations for the year ended December 31, 2023 and 2022 totaled $582.2 million and $1,409.8 million, respectively.

Unrealized performance allocation gains for the year ended December 31, 2023 was $226.0 million.

The change in unrealized performance allocations for the year ended December 31, 2022 was a loss of $689.7 million.

Unrealized performance allocation gains for the year ended December 31, 2021 totaled $1,836.7 million.

The table below highlights performance allocations for the years ended December 31, 2023 and 2022, and separates the entities listed into two categories to reflect the Reorganization:

9 unchanged sentences

Asia VII (7,058) 9,400 (16,458) (175) %

THP I 5,381 114,805 (109,424) (95) %

THP II 2,529 — 2,529 NM

Asia VIII 23,241 — 23,241 NM

TPG Healthcare Partners 60,933 5,381 55,552 NM

TPG Healthcare Partners II 12,059 2,529 9,530 NM

TES 1,986 11,618 (9,632) (83) %

AAF 135,098 32,237 102,861 319 %

TPG AAF 31,051 135,098 (104,047) (77) %

Capital 438,541 732,335 (293,794) (40) %

Year Ended December 31,

2023 2022 Change %

($ in thousands)

Growth III (2)

2 unchanged sentences

Growth V 80,780 68,890 11,890 17 %

TTAD I 455 108,458 (108,003) (100) %

TTAD (13,195) 455 (13,650) NM

TDM (4,757) 33,305 (38,062) (114) %

Growth 121,669 75,960 45,709 60 %

Rise I (16,836) 142,938 (159,774) (112) %

Rise (3,649) (16,836) 13,187 78 %

Rise II 55,927 19,739 36,188 183 %

Impact 2,903 212,191 (209,288) (99) %

Rise Climate 177,333 — 177,333 NM

Impact 229,611 2,903 226,708 NM

TREP III (73,335) 12,728 (86,063) (676) %

Real Estate (73,335) 12,728 (86,063) (676) %

Year Ended December 31,

2022 2021 Change %

($ in thousands)

TPEP 33,455 9,107 24,348 267 %

NewQuest 784 16,186 (15,402) (95) %

Strategic Capital (2,793) 2,793 (5,586) (200) %

NewQuest III (20,193) (17,590) (2,603) NM

NewQuest IV 1,157 18,374 (17,217) NM

NewQuest V 8,820 — 8,820 NM

Strategic Capital — (2,793) 2,793 NM

Market Solutions 23,239 7,098 16,141 227 %

Credit Solutions II 53,539 — 53,539 NM

Credit Solutions II Dislocation A 17,157 — 17,157 NM

Credit Solutions I 15,303 — 15,303 NM

MVP 13,953 — 13,953 NM

MMDL IV 7,410 — 7,410 NM

MMDL III 4,001 — 4,001 NM

CDPQ Cap Solutions 2,814 — 2,814 NM

Asset Based Credit 2,643 — 2,643 NM

MMDL IV Annex 2,161 — 2,161 NM

MMDL V 2,104 — 2,104 NM

Other 18,279 — 18,279 NM

TPG Angelo Gordon Credit 139,364 — 139,364 NM

Net Lease Realty III 15,687 — 15,687 NM

Asia Realty IV (1,673) — (1,673) NM

Net Lease Realty IV (1,845) — (1,845) NM

Growth Capital I (2,315) — (2,315) NM

Realty X (3,828) — (3,828) NM

Europe Realty III (5,722) — (5,722) NM

Europe Realty II (15,586) — (15,586) NM

Other 3,245 — 3,245 NM

TPG Angelo Gordon Real Estate (12,037) — (12,037) — %

Total TPG Operating Group Shared:

$ 867,052 $ 831,024 $ 36,028 4 %

Year Ended December 31,

2023 2022 Change %

($ in thousands)

TPG Operating Group Excluded:

TPG IV $ (495) $ (569) $ 74 13 %

TPG V 3 — 3 NM

TPG VI (24,561) (19,913) (4,648) (23) %

Asia IV 108 1,430 (1,322) (92) %

Asia IV — 108 (108) NM

Asia V (24,388) (42,864) 18,476 43 %

MMI 117 1,333 (1,216) (91) %

TPG TFP (750) 201 (951) (473) %

MMI 1,329 117 1,212 NM

TPG TFP — (750) 750 NM

Capital (48,112) (63,871) 15,759 25 %

Growth II 1,383 8,977 (7,594) (85) %

Growth II Gator 11,731 65,167 (53,436) (82) %

Biotech II 203 (342) 545 159 %

Gator (22,945) 11,731 (34,676) (296) %

Biotech II — 203 (203) NM

Biotech III 12,566 (34,974) 47,540 136 %

Biotech IV (347) (533) 186 35 %

Biotech V — (4,095) 4,095 100 %

Biotech V — — — NM

Growth (9,343) (14,596) 5,253 36 %

TREP II (250) (17,337) 17,087 99 %

DASA - Real Estate (1,507) (1,954) 447 23 %

DASA RE (1,099) (1,507) 408 27 %

Real Estate (1,349) (18,844) 17,495 93 %

TSI 124 14,523 (14,399) (99) %

Evercare (13,731) 13,731 (27,462) (200) %

Impact (13,607) 28,254 (41,861) (148) %

TSI — 124 (124) NM

Evercare — (13,731) 13,731 NM

Impact — (13,607) 13,607 NM

Total TPG Operating Group Excluded (3)

1 unchanged sentence

Total Performance Allocations $ 808,248 (1)

$ 720,106 $ 88,142 12 %

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

(2) After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%;

5 unchanged sentences

As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022.

See “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data” which reflects the projected impact of the Reorganization.

The decrease in total performance allocations for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily driven by lower realized and unrealized appreciation in TPG VII, Asia VI, Asia VII, Growth III, Growth IV, THP I, Rise I and TREP III.

For the year ended December 31, 2022, our investments have generated realized and unrealized portfolio appreciation of 8% compared to 38% for the year ended December 31, 2021.

The increase in total performance allocations for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily driven by higher realized and unrealized appreciation in TPG VIII, THP I, Growth IV, Growth V, Rise Climate and Rise II.

These increases were partially offset by lower realized and unrealized appreciation in TREP III and Asia VI.

Performance allocations also increased $127.3 million due to the acquisition of TPG Angelo Gordon primarily due to realized and unrealized appreciation from TPG AG Credit.

As of December 31, 2023, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $5.3 billion.

1 unchanged sentence

Capital Interests .

Capital interests income decreased by $169.5 million, or 82%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by a decrease in income from our investments in TPG VII, TPG VIII, Asia VI and Asia VII in our Capital platform, TRTX in our Real Estate platform, Growth III, Growth IV and TTAD I in our Growth platform, and Rise I in our Impact platform.

These decreases were partially offset by an increase in income from our investment in AAF in our Capital platform.

Capital interests income increased by $10.9 million, or 30%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by an increase in income from our investments in TRTX in our Real Estate platform and Rise Climate in our Impact platform.

These increases were partially offset by a decrease in income from our investments in TPG VII, TPG VIII and TPG AAF in our Capital platform.

Cash-Based Compensation and Benefits.

Cash-based compensation and benefits expense decreased by $106.0 million, or 18%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by a $127.7 million decrease in bonuses for senior professionals for the year ended December 31, 2022 which, following our Reorganization and IPO, are recorded in performance allocation compensation expense.

This decrease was partially offset by increases in salaries and benefits and accrued bonuses of $29.8 million and $11.0 million, respectively, driven by an increase in headcount for the year ended December 31, 2022.

Cash-based compensation and benefits expense increased by $73.7 million, or 16%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by a $63.9 million increase in salaries and benefits driven by an increase in headcount as a result of the Acquisition for the year ended December 31, 2023, and an $8.7 million increase in bonuses for the year ended December 31, 2023.

Equity-Based Compensation.

Equity-based compensation expense increased by $27.2 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily attributable to the Reorganization and IPO, which resulted in $550.0 million of expense associated with unvested units granted prior to or in conjunction with the IPO to certain of our employees at TPG Partner Holdings, RemainCo, and the TPG Operating Group as well as $77.7 million of expense associated with RSUs granted to TPG employees and certain of our executives upon completion of our IPO in January 2022.

We had no such expense during the year ended December 31, 2021.

This change was primarily attributable to a net $36.6 million increase in expenses largely associated with RSUs granted to TPG employees and certain of our executives and a $12.8 million expense associated with RSUs granted to TPG Angelo Gordon employees as a result of the Angelo Gordon acquisition, partially offset by the vesting of certain Other Awards, as defined in Note 19, during the year ended December 31, 2022.

Performance Allocation Compensation.

Performance allocation compensation increased by $175.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily attributable to the recognition of partnership distributions to our partners and professionals as compensation expense following our IPO.

We had no such expense during the year ended December 31, 2021 as we were a private partnership.

This change was primarily attributable to the increase in performance allocations, which drives the compensation allocated to our partners and professionals during the year ended December 31, 2023, inclusive of $103.4 million attributable to TPG Angelo Gordon.

General, Administrative and Other.

General and administrative expenses increased by $113.7 million, or 31%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by a $18.4 million increase in expenses related to our fundraising activities that are ultimately reimbursable from TPG funds, a $28.8 million increase in office overhead and other, inclusive of a $20.6 million insurance policy purchased in connection with the IPO and a $26.5 million increase of other administrative expenses.

This change was primarily driven by a $78.0 million increase in professional fees and an increase of $7.6 million in travel and other administrative expenses.

General and administrative expense also increased $39.1 million from TPG Angelo Gordon.

These increases were partially offset by a decrease in insurance expenses, primarily related to a $20.6 million insurance policy purchased in connection with the IPO during the year ended December 31, 2022.

Depreciation and Amortization.

Depreciation and amortization increased by $14.7 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily due to the amortization of intangible assets resulting from the acquisition of NewQuest in July 2021.

This change was primarily due to the amortization of intangible assets resulting from the acquisition of Angelo Gordon in November 2023.

Interest Expense.

Interest expense increased by $5.3 million, or 33%, for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to higher interest rates on certain borrowings.

Interest expense increased by $16.9 million, or 78%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to higher interest rates on certain borrowings and increased interest expense on draws under our Senior Unsecured Revolving Credit Facility to partially fund the Acquisition.

Expenses of Consolidated TPG Funds and Public SPACs.

Expenses of consolidated TPG Funds and Public SPACs decreased by $2.3 million, or 68%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by a reduction in non-recurring professional services expenses as a result of business combinations associated with TPG PACE Tech Opportunities Corp.

(“PACE”) and TPG Pace Solutions Corp.

(“TPGS”) during the year ended December 31, 2021.

Net (Losses) Gains from Investment Activities.

Net losses from investment activities for the year ended December 31, 2022 were $110.1 million compared to a gain of $353.2 million for the year ended December 31, 2021.

This change was primarily attributable to a gain of $122.7 million recognized on the deconsolidation of PACE, a gain of $109.9 million on the deconsolidation of TPGS, and a gain of $95.0 million recognized on the acquisition of NewQuest during the year ended December 31, 2021.

Additionally, we incurred losses of $80.4 million and $25.1 million from our investments in Vacasa, Inc.

and Nerdy Inc, respectively, during the year ended December 31, 2022.

Following the Reorganization, we no longer recognize net gains or losses from certain strategic investments that were transferred to RemainCo on December 31, 2021.

Net Gains (Losses) from Investment Activities.

Net gains (losses) from investment activities was a gain of $6.6 million for year ended December 31, 2023 compared to a loss of $110.1 million for the year ended December 31, 2022.

This change was primarily attributable to a gain of $15.3 million from our investment in Nerdy Inc, partially offset by a loss of $7.7 million from our investment in Vacasa, Inc.

during the year ended December 31, 2023.

Interest, Dividends and Other.

Interest, dividends and other increased by $2.7 million, or 42%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Net Gains (Losses) from Investment Activities of Consolidated TPG Funds and Public SPACs.

Net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs had no activity during the year ended December 31, 2022 compared to a net gain of $23.4 million for the year ended December 31, 2021.

Following certain Reorganization activities, we no longer consolidate TPEP as we do not have a controlling financial interest.

Interest, dividends and other increased by $33.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by additional interest income earned due to higher interest rates during the year ended December 31, 2023 compared to the year ended December 31, 2022.

Unrealized Gains on Derivative Liabilities of Public SPACs .

2 unchanged sentences

Upon the consummation of acquisitions of target companies by our Public SPACs or the wind down of a Public SPAC, the associated liability will no longer be included in our Consolidated Financial Statements.

Pursuant to the redemption of Class A Ordinary shares of AFTR and YTPG during the year ended December 31, 2023, we no longer have any derivative liabilities associated with SPACs in our Consolidated Financial Statements as of December 31, 2023.

Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs.

Interest, dividends and other of consolidated TPG Funds and Public SPACs decreased by $3.6 million, or 35%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily related to an expense reimbursement of EUR 15.0 million on the termination of a proposed business combination, recognized by TPG Pace Beneficial Finance Corp.

during the year ended December 31, 2021.

These decreases were partially offset by increased interest income resulting from higher interest rates on the balance of assets held in Trust Accounts by Consolidated Public SPACs.

Interest, dividends and other of consolidated TPG Funds and Public SPACs increased by $1.0 million, or 14%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Income Tax Expense.

Income tax expense increased by $23.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was due to the Company now being treated as a corporation for U.S.

federal and state income taxes in connection with the Reorganization and IPO, beginning in January of 2022.

Income tax expense increased by $27.8 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to the Pre-Closing TPG Transactions, (as defined herein) which resulted in an increase to our valuation allowance for the year ended December 31, 2023.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Disaffiliation of Former Affiliate

As a result of the disaffiliation agreement with our former affiliate, effective May 1, 2020, we no longer consolidated our former affiliate and began accounting for our remaining interest as an equity method investment.

Accordingly, prior to May 1, 2020, our historical financial statements include the consolidated results of our former affiliate, including its revenues, expenses and operating activities.

Beginning May 1, 2020, the equity earnings related to this investment are included within investment income.

The impact of the deconsolidation is a key driver of certain fluctuations discussed herein when comparing the year ended December 31, 2021 to the year ended December 31, 2020.

Revenues consisted of the following for the years ended December 31, 2021 and December 31, 2020:

11 unchanged sentences

Fees and other revenues increased by $268.7 million, or 27%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.

The change is comprised of increases in transaction, monitoring and other fees, net of $37.4 million, an increase in management fees of $32.5 million, and increases in expense reimbursements and other of $24.6 million.

This change resulted from a $201.5 million increase in management fees, a $54.8 million increase in expense reimbursements and other and a $12.5 million increase in transaction, monitoring and other fees, net.

Management Fees .

The increase in management fees was primarily driven by additional management fees from Growth V of $54.3 million, which was activated in the third quarter of 2020, Rise Climate of $40.5 million, which was activated in the third quarter of 2021, TRTX of $10.4 million and TPG VIII of $8.5 million.

The acquisition of NewQuest also contributed an additional $13.7 million of management fees during the year ended December 31, 2021.

The increases were primarily offset by the deconsolidation of our former affiliate, which resulted in lower management fees of $73.4 million due to a partial year of fees earned for the year ended December 31, 2020 compared to no fees earned during the year ended December 31, 2021, as well as a decline in management fees of $22.2 million earned from Growth IV.

Certain management fees in the year ended December 31, 2021 were considered catch-up fees as a result of additional capital commitments from limited partners to Growth V and Rise II in the amounts of $9.2 million and $0.2 million, respectively.

Both funds were activated in 2020.

Management fees increased by $201.5 million, or 28%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

$76.2 million from TREP IV, which was activated during the first quarter of 2022;

and $65.4 million from Rise Climate, which was activated during the third quarter of 2021.

Transaction, Monitoring and Other Fees, Net .

The change in transaction, monitoring and other fees, net was primarily driven by an increase in capital markets fees of $52.3 million due to increased debt and equity capital market transactions within the TPG portfolio companies during the year ended December 31, 2021 compared to the year ended December 31, 2020.

The increase was offset by $9.5 million of incentive fees earned by our former affiliate prior to its deconsolidation on May 1, 2020.

Transaction, monitoring and other fees, net increased by $12.5 million, or 12%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Expense Reimbursements and Other .

The change in expense reimbursements and other was largely driven by additional reimbursements from TPG funds of $13.7 million and additional services provided to our former affiliate and portfolio companies of $10.7 million.

Expense reimbursements and other increased by $54.8 million, or 35%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Performance Allocations.

Performance allocations increased by $2,589.3 million, to $3,792.9 million for the year ended December 31, 2021, compared to $1,203.5 million for the year ended December 31, 2020.

The increase primarily resulted from realized and unrealized portfolio appreciation of 38% during the year ended December 31, 2021 compared to realized and unrealized appreciation of the portfolio of 18% during the year ended December 31, 2020.

Realized performance allocations for the years ended December 31, 2021 and 2020 totaled $1,956.2 million and $532.8 million, respectively.

Unrealized performance allocations for the years ended December 31, 2021 and 2020 totaled $1,836.7 million and $670.7 million, respectively.

Performance allocations decreased by $3,072.8 million to $720.1 million, or 81%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Realized performance allocations for the year ended December 31, 2022 and 2021 totaled $1,409.8 million and $1,956.2 million, respectively.

The change in unrealized performance allocations for the year ended December 31, 2022 was a loss of $689.7 million.

Unrealized performance allocation gains for the year ended December 31, 2021 totaled $1,836.7 million.

The table below highlights performance allocations for the years ended December 31, 2022 and 2021, and separates the entities listed into two categories to reflect the Reorganization:

(1) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (2) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.

(i) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (ii) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.

Year Ended December 31,

3 unchanged sentences

TPG VII $ 171,926 $ 902,941 $ (731,015) (81) %

TPG VIII 558,759 — 558,759 NM

TPG VIII 445,242 558,759 (113,517) (20) %

1,146 — 1,146 NM

(50,005) 381,295 (431,300) (113) %

1 unchanged sentence

THP I 5,381 114,805 (109,424) (95) %

2,529 — 2,529 NM

TES 11,618 8,232 3,386 41 %

AAF 32,237 — 32,237 NM

135,098 32,237 102,861 319 %

Capital 732,335 2,424,539 (1,692,204) (70) %

2 unchanged sentences

Growth IV 21,141 326,824 (305,683) (94) %

Growth V 82,612 — 82,612 NM

Growth V 68,890 82,612 (13,722) (17) %

TTAD I 455 108,458 (108,003) (100) %

2 unchanged sentences

Rise I (16,836) 142,938 (159,774) (112) %

Rise II 69,253 — 69,253 NM

Rise II 19,739 69,253 (49,514) (71) %

Impact 2,903 212,191 (209,288) (99) %

TREP III 152,658 — 152,658 NM

Real Estate 152,658 — 152,658 NM

TREP III 12,728 152,658 (139,930) (92) %

Real Estate 12,728 152,658 (139,930) (92) %

TPEP 9,107 29,804 (20,697) (69) %

NewQuest 16,186 — 16,186 NM

Strategic Capital 2,793 — 2,793 NM

NewQuest 784 16,186 (15,402) (95) %

Strategic Capital (2,793) 2,793 (5,586) (200) %

Market Solutions 7,098 48,783 (41,685) (85) %

1 unchanged sentence

831,024 3,474,501 (2,643,477) (76) %

Year Ended December 31,

2022 2021 Change %

($ in thousands)

TPG Operating Group Excluded:

3 unchanged sentences

Asia V (42,864) 74,956 (117,820) (157) %

MMI 1,333 — 1,333 NM

MMI 117 1,333 (1,216) (91) %

TPG TFP (750) 201 (951) (473) %

4 unchanged sentences

Biotech III (34,974) 30,681 (65,655) (214) %

Biotech IV 1,977 — 1,977 NM

Biotech IV (533) 1,977 (2,510) (127) %

Biotech V — (4,095) 4,095 100 %

STAR — 11,809 (11,809) (100) %

Growth (14,596) 138,529 (153,125) (111) %

2 unchanged sentences

Real Estate (18,844) 38,046 (56,890) (150) %

Year Ended December 31,

2021 2020 Change %

($ in thousands)

TSI 124 14,523 (14,399) (99) %

Evercare 13,731 — 13,731 NM

Evercare (13,731) 13,731 (27,462) (200) %

Impact (13,607) 28,254 (41,861) (148) %

Former affiliate funds — (111,149) 111,149 100 %

Other — (111,149) 111,149 100 %

Total TPG Operating Group Excluded (2)

4 unchanged sentences

As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.

(2) The TPG Operating Group Excluded entities’ performance allocations is not a component of net income attributable to TPG following the Reorganization;

(2) The TPG Operating Group Excluded entities’ performance allocations are not a component of net income attributable to TPG following the Reorganization;

however, the TPG general partner entities continue to be consolidated by us.

2 unchanged sentences

See “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data” which reflects the projected impact of the Reorganization.

The increase in total performance allocations for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily generated by realized and unrealized appreciation in TPG VII, TPG VIII, Asia VI, Asia VII, THP I, Growth IV, TREP III, TPG VI and Asia V.

As of December 31, 2021, accrued performance allocations for Common Unit holders of the TPG Operating Group shared TPG general partner entities totaled $4.1 billion.

As of December 31, 2021, accrued performance allocations for Common Unit holders of the TPG Operating Group excluded TPG general partner entities totaled $1.3 billion.

Capital Interest.

Capital interest income increased by $177.7 million to $205.6 million for the year ended December 31, 2021 from $28.0 million for the year ended December 31, 2020.

The increase was primarily driven by income from our investments in the Capital and Real Estate platforms.

Compensation and Benefits.

Compensation and benefits expense increased by $57.0 million, or 11%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

The increase was primarily driven by a $73.5 million increase in bonuses and one time payments, which is reduced by the impact of our former affiliate in the amount of $22.9 million for the year ended December 31, 2020.

The increase was also driven by a $19 million increase in salaries and benefits by an increase in headcount, which is reduced by the impact of our former affiliate in the amount of $22.1 million for the year ended December 31, 2020.

For the year ended December 31, 2022, our investments have generated realized and unrealized portfolio appreciation of 8% compared to 38% for the year ended December 31, 2021.

As of December 31, 2022, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $4.1 billion.

As of December 31, 2022, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group excluded TPG general partner entities totaled $0.6 billion.

Capital Interests .

Capital interests income decreased by $169.5 million, or 82%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

These decreases were partially offset by an increase in income from our investment in AAF in our Capital platform.

Cash-Based Compensation and Benefits.

Cash-based compensation and benefits expense decreased by $106.0 million, or 18%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Equity-Based Compensation.

Equity-based compensation expense increased by $627.7 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

We had no such expense during the year ended December 31, 2021.

Performance Allocation Compensation.

Performance allocation compensation increased by $416.6 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily attributable to the recognition of partnership distributions to our partners and professionals as compensation expense following our IPO.

We had no such expense during the year ended December 31, 2021 as we were a private partnership.

General, Administrative and Other.

General and administrative expenses increased by $90.3 million, or 32%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

The increase was primarily driven by a $31.0 million increase in professional fees, which is reduced by the impact of our former affiliate in the amount of $18.2 million for the year ended December 31, 2020.

This increase was also driven by a $21.6 million increase in office overhead and other, which is reduced by the impact of our former affiliate in the amount of $30.1 million for the year ended December 31, 2020.

The increase was also driven by an increase in reimbursable expenses incurred on behalf of TPG funds of $13.7 million.

Depreciation and Amortization.

Depreciation and amortization increased by $14.1 million, or 197%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

The increase is primarily due to the amortization of intangible assets of $14.2 million during the year ended December 31, 2021, related to the acquisition of NewQuest on July 1, 2021.

Depreciation and amortization increased by $11.8 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily due to the amortization of intangible assets resulting from the acquisition of NewQuest in July 2021.

Interest Expense.

Interest expense decreased by $2.7 million, or 14%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

This decrease was primarily driven by a reduction in debt outstanding during the period due to repayment of the Revolving Credit Facility to Affiliate in March of 2021 (as defined herein) in August 2021.

Interest expense increased by $5.3 million, or 33%, for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to higher interest rates on certain borrowings.

Expenses of Consolidated TPG Funds and Public SPACs.

Expenses of consolidated TPG Funds and Public SPACs increased by $12.8 million, or 161%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

The increase was primarily due to additional professional services expenses in our consolidated Public SPAC entities as a result of closing three SPAC initial public offerings and business combinations associated with our consolidated Public SPACs.

Net Gains from Investment Activities.

Net gains from investment activities increased by $359.1 million, to a gain of $353.2 million from a loss of $5.8 million, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

The increase of net gains from investment activities was primarily driven by the deconsolidation of two of our Public SPACs and the associated business combination with Nerdy, Inc.

and Vacasa, Inc., which resulted in gains of $232.5 million.

We recognized a net gain of $95.0 million associated with our step acquisition of NewQuest.

The increase was also driven by other equity method investments in which the Company has significant influence of $137.0 million.

Gain on Deconsolidation .

The $401.7 million gain on deconsolidation for the year ended December 31, 2020, resulted from the disaffiliation of our former affiliate in May 2020 and the subsequent step-up to fair value of the retained equity method investment.

Expenses of consolidated TPG Funds and Public SPACs decreased by $17.4 million, or 84%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by a reduction in non-recurring professional services expenses as a result of business combinations associated with TPG PACE Tech Opportunities Corp.

(“PACE”) and TPG Pace Solutions Corp.

(“TPGS”) during the year ended December 31, 2021.

Net (Losses) Gains from Investment Activities.

Net losses from investment activities for the year ended December 31, 2022 were $110.1 million compared to a gain of $353.2 million for the year ended December 31, 2021.

Additionally, we incurred losses of $80.4 million and $25.1 million from our investments in Vacasa, Inc.

and Nerdy Inc, respectively, during the year ended December 31, 2022.

Following the Reorganization, we no longer recognize net gains or losses from certain strategic investments that were transferred to RemainCo on December 31, 2021.

Interest, Dividends and Other.

Interest, dividends and other investment gains decreased by $1.7 million, or 20%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

The decrease was driven by a reduction of dividend income of $3.4 million due to the deconsolidation of our former affiliate.

The decrease was partially offset by an increase of interest income of $1.7 million due to a larger cash balance in the year ended December 31, 2021 compared to the year ended December 31, 2020.

Net (Losses) Gains from Investment Activities of Consolidated TPG Funds and Public SPACs.

Net (losses) gains from investment activities of consolidated TPG Funds and Public SPACs increased by $42.1 million to a gain of $23.4 million from a loss of $18.7 million, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

The increase was primarily related to the fair value changes of the underlying investments of TPEP of $34.4 million.

Unrealized (Losses) Gains on Derivative Liabilities of Public SPACs .

The $211.8 million unrealized gain and $239.3 million of unrealized loss on derivative instruments recognized during the year ended December 31, 2021 and 2020, respectively, were attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties.

Interest, dividends and other increased by $2.7 million, or 42%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Net Gains (Losses) from Investment Activities of Consolidated TPG Funds and Public SPACs.

Following certain Reorganization activities, we no longer consolidate TPEP as we do not have a controlling financial interest.

Unrealized Gains on Derivative Liabilities of Public SPACs .

The $12.4 million and $211.8 million of unrealized gain on derivative instruments recognized during the year ended December 31, 2022 and 2021, respectively, were attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties.

The warrants held by public investors and forward purchase agreements are treated as liability instruments rather than equity instruments and subject to mark-to-market adjustments each period.

1 unchanged sentence

Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs.

Interest, dividends and other of consolidated TPG Funds and Public SPACs increased by $4.9 million, or 91%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

This increase was primarily related to an expense reimbursement of EUR 15.0 million, on the termination of a proposed business combination, recognized by TPG Pace Beneficial Finance Corp.

during the year ended December 31, 2021 compared to no such reimbursement during the year ended December 31, 2020.

Interest, dividends and other of consolidated TPG Funds and Public SPACs decreased by $3.6 million, or 35%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily related to an expense reimbursement of EUR 15.0 million on the termination of a proposed business combination, recognized by TPG Pace Beneficial Finance Corp.

during the year ended December 31, 2021.

These decreases were partially offset by increased interest income resulting from higher interest rates on the balance of assets held in Trust Accounts by Consolidated Public SPACs.

Income Tax Expense.

Income tax expense decreased by $0.7 million, or 8%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Income tax expense increased by $23.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was due to the Company now being treated as a corporation for U.S.

federal and state income taxes in connection with the Reorganization and IPO, beginning in January of 2022.

Unaudited Condensed Consolidated Statements of Financial Condition (U.S.

December 31, 2022 December 31, 2021

($ in thousands)

2 unchanged sentences

Due from affiliates 418,977 202,639

Intangible assets and goodwill 1,085,587 366,381

Other assets 475,808 276,177

Assets of consolidated TPG Funds and Public SPACs 659,189 1,024,465

Assets of consolidated Public SPACs — 659,189

Total assets $ 9,369,672 $ 7,941,738

4 unchanged sentences

Other liabilities 824,259 324,261

Liabilities of consolidated TPG Funds and Public SPACs 23,653 56,532

Liabilities of consolidated Public SPACs — 23,653

Total liabilities $ 6,008,538 $ 4,202,232

Redeemable equity from consolidated Public SPACs $ — $ 653,635

Class A common stock $0.001 par value, 2,340,000,000 shares authorized (79,240,058 and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) $ 79 $ —

Class B common stock $0.001 par value, 750,000,000 shares authorized (229,652,641 and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) 230 —

Preferred stock, $0.001 par value, 25,000,000 shares authorized (0 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) — —

Class A common stock $0.001 par value, 2,340,000,000 shares authorized (80,596,501 and 79,240,058 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively) $ 80 $ 79

Class B common stock $0.001 par value, 750,000,000 shares authorized (281,657,626 and 229,652,641 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively) 282 230

Preferred stock, $0.001 par value, 25,000,000 shares authorized (0 issued and outstanding as of December 31, 2023 and December 31, 2022) — —

Additional paid-in-capital 613,476 506,639

Retained earnings 2,724 —

Partners’ capital controlling interests — 1,606,593

Retained (deficit) earnings (34,681) 2,724

Other non-controlling interests 2,781,977 2,576,199

1 unchanged sentence

Total liabilities, redeemable equity and equity $ 9,369,672 $ 7,941,738

Cash and cash equivalents increased $134.8 million primarily due to proceeds of $770.9 million net of $34.2 million of offering costs and purchases of partnership interests of $379.6 million from our IPO in January 2022.

Investments generated net capital allocation-based income of $756.3 million which was offset by net realized proceeds of $1,424.5 million, resulting in a decrease of $779.2 million during the year ended December 31, 2022.

For the year ended December 31, 2022, our investments have generated realized and unrealized portfolio appreciation of 8%.

Accrued performance allocation compensation totaled $3,269.9 million for the year ended December 31, 2022 following our IPO.

Subsequent to the Reorganization and IPO, distributions of performance allocations in the legal form of equity made directly or indirectly to our partners and professionals are accounted for as accrued performance allocation compensation liability.

Redeemable equity from consolidated Public SPACs decreased $346.4 million primarily due to the redemption of Class A ordinary shares of TPGY.

See Note 1 6 , “Redeemable equity attributable to consolidated Public SPACs,” to our Consolidated Financial Statements.

Total equity decreased $3,175.5 million primarily due to the Reorganization and our IPO in January 2022, which transferred certain investments to RemainCo, reclassified certain performance allocations historically reflected as non-controlling interests to performance allocation compensation liabilities, and resulted in the issuance of approximately 79.1 million shares of Class A common stock and net proceeds of $793.4 million.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Form 10-K.

The following unaudited pro forma Condensed Consolidated Statement of Operations for the years ended December 31, 2021 and 2020 present our consolidated results of operations and gives pro forma effect to the Reorganization, the consummation of the IPO and other impacts of the IPO (see transactions described under Note 1 , “Organization,” to our Consolidated Financial Statements), as if they had occurred January 1, 2020.

The owners of the TPG Operating Group completed a series of actions during the year ended December 31, 2021 and on January 12, 2022 as part of the Reorganization, in conjunction with the IPO that was completed on January 18, 2022.

An unaudited pro forma condensed combined balance sheet is not presented because the Reorganization, IPO and the related transactions are fully reflected in the Company’s Consolidated Statement of Financial Condition as of December 31, 2022 included elsewhere in this Annual Report on Form 10-K.

The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No.

33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.”

The pro forma adjustments are based on available information and upon assumptions that management believes are reasonable in order to reflect, on a pro forma basis, the effect of the Reorganization, IPO and related transactions on the historical financial information of TPG.

The Company’s historic operations consist of multiple consolidated entities formed to provide asset management services under a single controlling entity, TPG Group Holdings.

The historical period presented in the unaudited pro forma financial information reflects the operating results of TPG Group Holdings.

Immediately following the Reorganization, the TPG Operating Group and its subsidiaries are controlled by the same parties and as such, we account for the Reorganization as a transfer of interests under common control.

The unaudited pro forma Condensed Consolidated Statement of Operations may not be indicative of the results of operations that would have occurred had the Reorganization or the IPO and related transactions, as applicable, taken place on the dates indicated, or that may be expected to occur in the future.

The adjustments are described in the notes to the unaudited pro forma Condensed Consolidated Statement of Operations.

The unaudited pro forma Condensed Consolidated Financial Information and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and the related notes included elsewhere in this Annual Report on Form 10-K.

The pro forma adjustments in the “Reorganization and Other Transaction Adjustments” column principally give effect to certain of the Reorganization and other transactions including:

• The TPG Operating Group transferred to RemainCo certain performance allocation economic entitlements from certain of the TPG general partner entities that are defined as Excluded Assets.

We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest.

The impact of this adjustment is a reallocation from controlling interests to non-controlling interests.

• The TPG Operating Group transferred to RemainCo the economic entitlements associated with certain other investments that are part of the Excluded Assets.

• The transfer of certain investments in TPG Funds to RemainCo resulted in the deconsolidation of those TPG Funds that have been consolidated in our historical combined financial statements with the exception of our Public SPACs.

• Adjustments to sharing percentages of future profits between controlling and non-controlling interests of the TPG Operating Group related to the Specified Company Assets.

The pro forma adjustments in the “Offering Transaction Adjustments” column principally give effect to the consummation of the IPO, including the corporate conversion.

We have not made any pro forma adjustments relating to any incremental reporting, compliance or investor relations costs that we may incur as a public company, as estimates of such expenses are not determinable.

The unaudited pro forma condensed consolidated financial information should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

The unaudited pro forma condensed consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations of TPG that would have occurred had the transactions described above transpired on the dates indicated or had we operated as a public entity during the period presented or for any future period or date.

The unaudited pro forma condensed consolidated financial information should not be relied upon as being indicative of our future or actual results of operations had the Reorganization and IPO transactions and the other transactions described above occurred on the dates assumed.

The unaudited pro forma condensed consolidated financial information also does not project our results of operations for any future period or date.

Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data

For the Year Ended December 31, 2021

TPG Group Holdings Historical Reorganization and Other Transaction Adjustments Offering Transaction Adjustments TPG Inc.

($ in thousands, except share and per share amounts)

Fees and other $ 977,904 $ 20,807 (3) $ — $ 998,711

Capital allocation-based income 3,998,483 (8,653) (1) — 3,989,830

Total revenues 4,976,387 12,154 — 4,988,541

Compensation and benefits:

Cash-based compensation and benefits 579,698 (140,278) (5) — 439,420

Equity-based compensation — — 428,687 (6) 500,607

Performance allocation compensation — 2,538,505 (5) — 2,538,505

Total compensation and benefits 579,698 2,398,227 500,607 3,478,532

General, administrative and other 278,590 — — 278,590

Depreciation and amortization 21,223 — — 21,223

Interest expense 16,291 3,991 (4) — 20,282

Expenses of consolidated TPG Funds and Public SPACs:

Interest expense 740 (740) (1) — —

Other 20,024 (1,629) (1) — 18,395

Total expenses 916,566 2,399,849 500,607 3,817,022

Investment income

Income from investments:

Net gains from investment activities 353,219 (92,860) (1) — 260,359

Interest, dividends and other 6,460 — — 6,460

Investment income of consolidated TPG Funds and Public SPACs:

Net gains from investment activities 23,392 (23,392) (1) — —

Unrealized gains on derivative liabilities of Public SPACs 211,822 — — 211,822

Interest, dividends and other 10,321 (4,029) (1) — 6,292

Total investment income 605,214 (120,281) — 484,933

Income before income taxes 4,665,035 (2,507,976) (500,607) 1,656,452

Income tax expense 9,038 — 68,941 (9) 77,979

Net income 4,655,997 (2,507,976) (569,548) 1,578,473

Net income attributable to redeemable equity in Public SPACs 155,131 — — 155,131

Net income attributable to non-controlling interests in consolidated TPG Funds 19,287 (19,287) (1) — —

Net income attributable to other non-controlling interests 2,455,825 127,140 (1) 226,650 (10) 1,191,994

(2,516,546) (5)

Net income attributable to TPG Inc.

$ 2,025,754 $ (998,208) $ (796,198) (11) $ 231,348

TPG Group Holdings Historical Reorganization and Other Transaction Adjustments Offering Transaction Adjustments TPG Inc.

Pro forma net income per share data:

Weighted-average shares of Class A common stock outstanding

Basic 79,360,700

Diluted 309,013,341

Net income available to Class A common stock per share

Diluted $ 1.80

Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data

For the Year Ended December 31, 2020

TPG Group Holdings Historical Reorganization and Other Transaction Adjustments Offering Transaction Adjustments TPG Inc.

($ in thousands, except share and per share amounts)

Fees and other $ 883,366 $ (85,174) (1) $ — $ 815,368

Capital allocation-based income 1,231,472 159,840 (1) — 1,391,312

Total revenues 2,114,838 91,842 — 2,206,680

Compensation and benefits:

Cash-based compensation and benefits 522,715 (45,088) (1) — 363,930

(113,697) (5)

Equity-based compensation — — 579,207 (6) 657,042

Performance allocation compensation — 721,097 (5) — 721,097

Total compensation and benefits 522,715 562,312 657,042 1,742,069

General, administrative and other 260,748 (33,885) (1) 19,496 (8) 246,359

Depreciation and amortization 7,137 (397) (1) — 6,740

Interest expense 18,993 (612) (1) — 22,372

Expenses of consolidated entities:

Interest expense 722 (722) (1) — —

Other 7,241 (2,016) (1) — 5,225

Total expenses 817,556 528,671 676,538 2,022,765

Investment income

Income from investments:

Net losses from investment activities (5,839) 5,839 (1) — —

Gain on deconsolidation 401,695 (401,695) (1)

Interest, dividends and other 8,123 (3,114) (1) — 5,009

Investment income of consolidated entities:

Net gains from investment activities (18,691) 18,691 (1) — —

Unrealized gains on derivative liabilities (239,269) — — (239,269)

Interest, dividends and other 5,410 (5,399) (1) — 11

Total investment income 151,429 (385,678) — (234,249)

Income before income taxes 1,448,711 (822,507) (676,538) (50,334)

Income tax expense 9,779 303 (1) 23,180 (9) 33,262

Net income 1,438,932 (822,810) (699,718) (83,596)

Net loss attributable to redeemable equity in consolidated entities (195,906) — — (195,906)

Net income attributable to non-controlling interests in consolidated TPG Funds (12,380) 12,380 (1) — —

Net income attributable to other non-controlling interests 719,640 8,672 (1) (359,307) (10) 28,239

(703,376) (5)

Net income attributable to TPG Inc.

$ 927,578 $ (503,096) $ (340,411) (11) $ 84,071

TPG Group Holdings Historical Reorganization and Other Transaction Adjustments Offering Transaction Adjustments TPG Inc.

Pro forma net income per share data:

Weighted-average shares of Class A common stock outstanding

Basic 79,254,937

Diluted 308,907,578

Net income available to Class A common stock per share

Diluted $ (0.42)

Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data

1) This adjustment relates to Excluded Assets and is made up of the following components:

Impact of changes in economics of certain TPG general partner interests in TPG Funds:

The TPG Operating Group transferred to RemainCo certain performance allocation economic entitlements from certain of the TPG general partner entities that are defined as Excluded Assets, as well as certain cash and amounts due to affiliates of the TPG Operating Group that relate to these TPG general partner entities’ economic entitlements.

We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest.

This adjustment results in a transfer of $127.1 million and $22.0 million from net income attributable to controlling interests to non-controlling interests for the years ended December 31, 2021 and 2020, respectively, and is reflected in the table below.

Transfer of other investments:

The TPG Operating Group also transferred the economic entitlements associated with certain other investments, including our investment in our former affiliate.

For the year ended December 31, 2021, the impact results in the exclusion of total revenues of $8.7 million and the exclusion of investment income of $92.9 million with a reduction to net income attributable to controlling interests of $85.6 million and non-controlling interest of $16.0 million.

For the year ended December 31, 2020, the impact results in the exclusion of total revenues of $74.7 million, expenses of $80.0 million and investment income of $399.0 million with a reduction to net income attributable to controlling interests of $231.2 million and non-controlling interest of $13.4 million.

This does not include certain of our strategic equity method investments, including Harlem Capital Partners, VamosVentures and LandSpire Group, as the economics of these investments continue to be part of the TPG Operating Group after the Reorganization.

Deconsolidation of consolidated TPG Funds:

We transferred the TPG Operating Group’s co-investment interests in certain TPG Funds to RemainCo.

These TPG Funds were historically consolidated and as a result of the transfer to RemainCo, are deconsolidated because we no longer hold a more than insignificant economic interest.

For the year ended December 31, 2021, this results in a reduction of $2.4 million of expenses and $27.4 million of investment income, and associated impacts to income attributable to controlling, non-controlling interest in consolidated TPG Funds, and non-controlling interests, as shown in the table below.

For the year ended December 31, 2020, this results in a reduction of $2.7 million of expenses, an increase of $13.3 million of investment income, and associated impacts to income attributable to controlling, non-controlling interest in consolidated TPG Funds, and non-controlling interests, as shown in the table below.

Impact Summary:

The amounts for these adjustments were derived based on historical financial results.

The following table summarizes the pro forma impact for the Excluded Assets and deconsolidated TPG Funds:

Year Ended December 31, 2021 Year Ended December 31, 2020

($ in thousands) Exclusion of legacy entities Exclusion of consolidated funds Total Exclusion of legacy entities Exclusion of consolidated funds Total

Fees and other $ — $ — $ — $ (85,174) $ — $ (85,174)

Capital allocation-based income (loss) (8,653) — (8,653) 159,840 — 159,840

Total revenues (8,653) — (8,653) 74,666 — 74,666

Compensation and benefits — — — (45,088) — (45,088)

General, administrative and other — — — (33,885) — (33,885)

Depreciation and amortization — — — (397) — (397)

Interest expense — — — (612) — (612)

Expenses of consolidated TPG Funds and Public SPACs:

Interest expense — (740) (740) — (722) (722)

Other — (1,629) (1,629) — (2,016) (2,016)

Total expenses — (2,369) (2,369) (79,982) (2,738) (82,720)

Investment income

Income from investments:

Net losses (gains) from investment activities (92,860) — (92,860) 5,839 5,839

Gain on deconsolidation — — — (401,695) (401,695)

Interest, dividends and other — — — (3,114) — (3,114)

Investment income of consolidated TPG Funds and Public SPACs:

Net gains (losses) from investment activities — (23,392) (23,392) — 18,691 18,691

Unrealized gains (losses) on derivative liabilities Public SPACs — — — — — —

Interest, dividends and other — (4,029) (4,029) — (5,399) (5,399)

Total investment income (92,860) (27,421) (120,281) (398,970) 13,292 (385,678)

Income before income taxes (101,513) (25,052) (126,565) (244,322) 16,030 (228,292)

Income tax expense — — — 303 — 303

Net income (loss) (101,513) (25,052) (126,565) (244,625) 16,030 (228,595)

Net loss attributable to redeemable equity in Public SPACs — — — — — —

Net income (loss) attributable to non-controlling interests in consolidated TPG Funds — (19,287) (19,287) — 12,380 12,380

Net income (loss) attributable to other non-controlling interests 128,043 (903) 127,140 8,103 569 8,672

Net income (loss) attributable to controlling interests $ (229,556) $ (4,862) $ (234,418) $ (252,728) $ 3,081 $ (249,647)

2) This adjustment relates to the changes in economic entitlements that the holders of TPG Operating Group Common Units retain, and the associated reallocation of interests after the Reorganization.

Specified Company Assets include certain TPG general partner entities to which the TPG Operating Group retained an economic entitlement and that are consolidated both before and after the Reorganization.

As part of the Reorganization, the sharing percentage of the associated performance allocation income was reallocated between controlling and non-controlling interests.

Subject to certain exceptions, we expect RemainCo to be entitled to between 10% and 15% of these Specified

Company Assets’ related performance allocations, which we treat as non-controlling interests, and to allocate generally between 65% and 70% indirectly to our partners and professionals through performance allocation vehicles and Promote Units, with the remaining 20% available for distribution to the TPG Operating Group Common Unit holders.

RemainCo’s entitlement to performance allocations associated with future funds will step down over time.

In conjunction with allocating between 65% and 70% of performance allocations associated with the Specified Company Assets to our partners and professionals, we have reduced the amount of cash-based bonuses historically paid to these individuals as further described in Note 5 below.

The primary impact of this is a reallocation from income attributable to controlling interests to income attributable to non-controlling interests.

Specifically, this adjustment reflects reclassifications of $896.3 million and $360.6 million for the years ended December 31, 2021 and 2020, respectively, from net income attributable to controlling interests to net income attributable to other non-controlling interests.

3) This amount reflects an administrative services fee that we receive for managing the Excluded Assets transferred to RemainCo that are not part of the TPG Operating Group.

The fee is based on 1% of the net asset value of RemainCo.

4) This adjustment reflects incremental interest expense related to additional financing the TPG Operating Group used to declare a distribution of $200.0 million to our controlling and non-controlling interest holders prior to the Reorganization and the IPO.

The distribution was made with $200.0 million of proceeds from the senior unsecured term loan issuance.

The Senior Unsecured Term Loan carries an interest rate of LIBOR plus 1.00% and matures in December 2024.

The impact of the adjustment is an increase to interest expense of $4.0 million with a corresponding impact to net income attributable to controlling interests and non-controlling interest holders for the years ended December 31, 2021 and 2020, respectively.

5) Reflects the reclassification of performance allocation amounts owed to senior professionals from other non-controlling interests to performance allocation compensation.

Following the IPO, we account for partnership distributions to our partners and professionals as performance allocation compensation expense.

As described in Note 2 above, we have adjusted our performance allocation sharing percentage and in conjunction with allocating between 65% and 70% of performance allocations associated with the Specified Company Assets to certain of our people, we are reducing the amounts of cash-based bonuses and increasing the performance allocation compensation expense.

For the year ended December 31, 2021, the impact to the unaudited pro forma Condensed Consolidated Statement of Operations included additional performance allocation compensation of $2,398.2 million with a corresponding reduction to net income attributable to non-controlling interest and a reduction of $140.3 million from cash-based compensation and benefits with a corresponding increase to net income attributable to controlling and non-controlling interest of $118.3 million and $22.0 million, respectively.

Amounts have been derived based upon our historical results.

For the year ended December 31, 2020, the impact to the unaudited pro forma Condensed Consolidated Statement of Operations included additional performance allocation compensation of $607.4 million with a corresponding reduction to net income attributable to non-controlling interest and a reduction of $113.7 million from cash-based compensation and benefits with a corresponding increase to net income attributable to controlling and non-controlling interest of $96.0 million and $17.7 million, respectively.

Amounts have been derived based upon our historical results.

6) Our current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests in RemainCo as a result of the Reorganization and the IPO.

The number of TPG Partner Holdings units outstanding at the time of the IPO total 245,397,431, of which 73,849,986 are unvested.

The number of units outstanding related to our existing partners’ indirect economic interests in RemainCo at the time of the IPO total 198,040,459, of which 26,922,374 are unvested.

In conjunction with the Reorganization, TPG Partner Holdings distributed its interest in RemainCo and the underlying assets as part of a common control transaction to its existing owners, which are our current and former partners.

No changes were made to the terms of the unvested units.

TPG Partner Holdings and RemainCo are both presented as non-controlling interest holders within our Consolidated Financial Statements.

We account for the TPG Partner Holdings units and indirect economic interests in RemainCo as compensation expense in accordance with ASC Topic 718, Compensation – Stock Compensation.

The unvested TPG Partner Holdings units and unvested indirect economic interests in RemainCo will be charged to compensation and benefits as they vest over the remaining requisite service period on a straight-line basis.

The vesting periods range from immediate vesting up to six years.

Expense amounts for TPG Partner Holdings units have been derived utilizing a per unit value of $29.50 (the IPO price) and adjusting for factors unique to those units, multiplied by the number of unvested units, and will be expensed over the remaining requisite service period.

Expense amounts for the unvested indirect interests in RemainCo have been derived based on the fair value of RemainCo, utilizing a discounted cash flow valuation approach, multiplied by the number of unvested interests, and will be expensed over the remaining requisite service period.

These adjustments resulted in expenses for the years ended December 31, 2021 and 2020 totaling $428.7 million and $579.2 million, respectively.

There is no additional dilution to our stockholders, contractually these units are only related to our non-controlling interest holders, and there is no impact to the allocation of income and distributions to our stockholders.

Therefore, we have allocated these expense amounts to our non-controlling interest holders.

7) At IPO, we granted to certain of our people RSUs with respect to approximately 9,280,000 shares of Class A common stock (although we are authorized to grant up to 4% of our shares of Class A common stock, measured on a fully-diluted, as converted basis, which would be 12,277,912 shares of Class A common stock).

Of these RSUs, we granted 8,229,960 shares of Class A common stock immediately following the completion of the IPO.

These RSUs generally vest over four years in three equal installments on the second through fourth anniversaries of the grant date (with some grants vesting on shorter alternate vesting schedules), subject to the recipient’s continued provision of services to the Company or its affiliates through the vesting date.

In addition, under TPG Inc.’s Omnibus Equity Incentive Plan, which was approved by our board of directors on December 7, 2021 and our shareholders on December 20, 2021 (the “Omnibus Plan”), we granted immediately following the IPO long-term performance incentive awards to certain of our key executives in the form of RSUs (certain of which have performance-vesting criteria) with respect to a total of 2,203,390 shares of Class A common stock.

Furthermore, we have currently named two of our three independent directors, and granted RSUs to the two named independent directors with respect to 20,340 shares of Class A common stock, immediately following the IPO.

This adjustment reflects compensation expense associated with the grants described above had they occurred at January 1, 2020.

The grants of such RSUs results in recognition of compensation expense for the years ended December 31, 2021 and 2020 in the amount of $71.9 million and $77.8 million, respectively.

These expenses are non-cash in nature and allocated to the Common Unit holders.

Not included in the above Offering Transaction Adjustment are RSUs (which are part of the RSUs with respect to approximately 9,280,000 shares of Class A common stock referred to above) with respect to 1,050,040 shares that were granted in 2022 after the IPO, including those to people hired for new roles created in connection with the IPO.

In addition, we plan to grant RSUs of 10,170 shares to our third independent director when named.

These additional grants will have similar vesting terms and conditions as the RSUs mentioned above.

8) We incurred approximately $19.5 million in additional non-recurring transaction and Reorganization related costs in connection with the IPO.

These amounts are not directly related to the issuance of securities in the IPO but are related to the Reorganization and have been reflected as an adjustment in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2020.

9) The TPG Operating Group partnerships continue to be treated as partnerships for U.S.

federal and state income tax purposes.

Following the IPO, we are subject to U.S.

federal income taxes, in addition to state, local and foreign income taxes with respect to our allocable share of any taxable income generated by the TPG Operating Group that flows through to its interest holders, including us.

As a result, the unaudited pro forma Condensed Consolidated Statement of Operations reflects adjustments to our income tax expense to reflect a blended statutory tax rate of 23% at TPG, which was calculated assuming the U.S.

federal rates currently in effect and the statutory rates applicable to each state, local and foreign jurisdiction where we estimate our income will be apportioned.

The following table summarizes the impact for the period presented:

Year Ended December 31, 2021 Year Ended December 31, 2020

($ in thousands) Reorganization and Other Transaction Adjustments

Income before provision for income taxes $ 2,157,059 $ 626,204

Provision for local and foreign income taxes 9,038 10,082

Net income (loss) attributable to redeemable interest in Public SPACs 155,131 (195,906)

Net income attributable to other non-controlling interests 965,344 387,546

Income before provision for income taxes attributable to TPG Operating Group 1,027,546 424,482

blended statutory tax rate 0.00 % 0.00 %

Provision for TPG Inc.

statutory income tax — —

Provision for local and foreign income taxes 9,038 10,082

Prior recorded provision attributable to TPG 9,038 9,779

Adjustment to provision for income taxes $ — $ 303

Year Ended December 31, 2021 Year Ended December 31, 2020

($ in thousands) Offering Transaction Adjustment

Income before provision for income taxes $ 1,656,452 $ (50,334)

Provision for local and foreign income taxes 9,038 10,082

Net income (loss) attributable to redeemable interest in Public SPACs 155,131 (195,906)

Net income attributable to other non-controlling interests 1,191,994 28,239

Income before provision for income taxes attributable to TPG Inc.

300,289 107,251

blended statutory tax rate 23 % 23 %

Provision for income taxes $ 69,066 $ 24,667

Provision for income taxes of consolidated affiliates of TPG Inc.

Prior recorded provision attributable to TPG 9,038 10,082

Adjustment to provision for income taxes $ 68,941 $ 23,180

10) Prior to the IPO, TPG held Common Units representing 78.1% of the Common Units and 100% of the interests in certain intermediate holding companies.

As a result, we consolidate the financial results of the TPG Operating Group and its consolidated subsidiaries and report non-controlling interests related to the interests held by the other partners of the TPG Operating Group and its consolidated subsidiaries in our consolidated statements of operations.

Following the IPO, TPG owns 25.6% of the Common Units, and the other partners of the TPG Operating Group own the remaining 74.4%, excluding the equity-based compensation expense related to our partners’ unvested TPG Partner Holdings units and indirect economic interests in RemainCo, which has been allocated only to non-controlling interest holders.

Net income attributable to non-controlling interests represent 74.4% of the consolidated income before taxes of the TPG Operating Group.

Promote Units are not included in this calculation of ownership interest.

The computation of the pro forma income attributable to non-controlling interests in the TPG Operating Group is shown below.

Year Ended December 31, 2021 Year Ended December 31, 2020

($ in thousands) Reorganization and Other Transaction Adjustments

Income before provision for income taxes $ 2,157,059 $ 626,204

Provision for local and foreign income taxes 9,038 10,082

Net (loss) income attributable to redeemable interest in Public SPACs 155,131 (195,906)

Allocable Income 1,992,890 812,028

TPG Inc.’s economic interest in the TPG Operating Group (a)

1,027,546 424,482

Net income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries

$ 965,344 $ 387,546

(a) The amount represents the net income attributable to non-controlling interest holders in the TPG Operating Group adjusted for the allocation of equity-based compensation expenses related to TPG Partner Holdings units and indirect economic interests in RemainCo held by our partners.

Refer to Note 6 herein.

Year Ended December 31, 2021 Year Ended December 31, 2020

($ in thousands) Offering Transaction Adjustment

Income before provision for income taxes $ 1,656,452 $ (50,334)

Provision for local and foreign income taxes 77,979 33,262

Net (loss) income attributable to redeemable interest in Public SPACs 155,131 (195,906)

Allocable Income 1,423,342 112,310

TPG Inc.’s economic interest in the TPG Operating Group 231,348 84,071

Net income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries (a)

1,191,994 28,239

As adjusted pro forma income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries

965,344 387,546

Adjustment to income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries $ 226,650 $ (359,307)

Refer to Note 6 herein.

11) Pro forma basic net income per share is computed by dividing net income available to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period.

The weighted-average shares outstanding excludes shares of Class A common stock reserved for issuance under the Omnibus Plan equal to 10% of our shares of Class A common stock, measured on a fully-diluted, as converted basis, including that we granted up to 4% to certain of our people in connection with the IPO, as well as certain long-term performance incentive awards and awards to our independent directors.

We anticipate that a portion of the RSUs we granted to certain of our people in connection with the offering were granted immediately following the effectiveness of the IPO and a portion may be granted thereafter in 2022 in relation to the IPO, including to people hired for new roles created in connection with the IPO.

Pro forma diluted net income per share is computed by adjusting the net income available to Class A common stockholders and the weighted-average shares of Class A common stock outstanding to give effect to potentially dilutive securities.

The calculation of diluted earnings per share excludes Class B common stock, which may only be held by the TPG Operating Group owners other than us or our wholly-owned subsidiaries and their respective permitted transferees, and are therefore not included in the computation of pro forma basic or diluted net income per share.

12) The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net income per share.

Year Ended December 31, 2021 Year Ended December 31, 2020

($ in thousands, except share and per share amounts)

Pro forma basic net income per share:

Net income $ 1,578,473 $ (83,596)

Net income attributable to participating securities 23,089 8,513

Net (loss) income attributable to redeemable interests in Public SPACs 155,131 (195,906)

Net income attributable to interests in other non-controlling interest 1,169,357 20,132

Net income attributable to Class A common stockholders – Basic $ 230,896 $ 83,665

Shares of Class A common stock outstanding – Basic 79,360,700 79,254,937

Basic net income per share $ 2.91 $ 1.06

Pro forma diluted net income per share:

Net income attributable to Class A common stockholders – Basic 230,896 83,665

Reallocation of net income assuming exchange of Common Units to Class A common stock 324,052 (212,355)

Net income attributable to Class A common stockholders – Diluted $ 554,948 $ (128,690)

Weighted-average shares of Class A common stock outstanding – Basic 79,360,700 79,254,937

Vesting of restricted share awards — —

Exchange of Common Units to Class A common stock 229,652,641 229,652,641

Weighted-average shares of Class A common stock outstanding – Diluted 309,013,341 308,907,578

Diluted net income per share:

$ 1.80 $ (0.42)

In computing the dilutive effect, if any, that equity-based awards would have on earnings per share, we consider the reallocation of net income between holders of Class A common stock and non-controlling interests.

Unaudited Pro Forma Non-GAAP Financial Measures

The following table sets forth our non-GAAP and pro forma non-GAAP financial measures after Reorganization and Offering Transaction Adjustments for the years ended December 31, 2021 and 2020:

Year Ended December 31, 2021 Year Ended December 31, 2020

($ in thousands) Non-GAAP Pro Forma Non-GAAP Non-GAAP Pro Forma Non-GAAP

Management fees $ 718,364 $ 718,364 $ 623,658 $ 623,658

Transaction, monitoring and other fees, net 102,041 102,041 49,455 49,455

Other income 46,673 53,957 (1) 42,920 54,339 (1)

Fee Related Revenues 867,078 874,362 716,033 727,452

Compensation and benefits, net 521,413 381,135 (2) 441,245 327,548 (2)

Operating expenses, net 167,114 167,114 173,338 173,338

Fee Related Expenses 688,527 548,249 614,583 500,886

Total Fee-Related Earnings $ 178,551 $ 326,113 $ 101,450 $ 226,566

Realized performance allocations, net 999,603 204,664 (2), (3) 313,490 40,817 (2), (3)

Realized investment income and other, net 92,720 66,720 (4) 57,231 5,036 (4)

Depreciation expense (6,775) (6,775) (6,556) (6,556)

Interest expense, net (14,928) (18,919) (5) (14,843) (18,835) (5)

Distributable Earnings $ 1,249,171 $ 571,803 $ 450,772 $ 247,028

Income taxes (9,308) (33,684) (6) (9,305) (14,552) (6)

After-Tax Distributable Earnings $ 1,239,863 $ 538,119 $ 441,467 $ 232,476

Notes to the Unaudited Pro Forma Non-GAAP Financial Measures

1) The difference in other income between non-GAAP and pro forma non-GAAP financial measures is attributable to:

(i) removing the other income associated with the other investments that were transferred to RemainCo and (ii) an administrative services fee that we receive for managing the Excluded Assets transferred to RemainCo that are not part of the TPG Operating Group.

The fee is based on 1% of the net asset value of RemainCo.

2) This adjustment reflects the expected reduction of our cash-based bonuses relative to what we historically paid to our partners and professionals within compensation and benefits, net.

Through the Reorganization, we have increased certain of our people’s share of performance allocations associated with the Specified Company Assets from approximately 50% to between 65% and 70%.

The impact of this is a decrease in compensation and benefits, net of $140.3 million and $113.7 million for the years ended December 31, 2021 and 2020, respectively.

3) Realized performance allocations, net only include the amounts the TPG Operating Group is entitled to after gross realized performance allocations has been reduced by realized performance allocation compensation and non-controlling interests.

Following the Reorganization, the TPG Operating Group receives approximately 20% of the future performance allocations associated with the general partner entities that we retained an economic interest in.

This adjustment to our sharing percentage was made to allow us to reduce amounts we would expect to pay out as discretionary cash bonuses in the future paid to our partners.

The impact of this adjustment is a decrease in realized performance allocations, net of $794.9 million and $272.7 million for the years ended December 31, 2021 and 2020, respectively.

4) The difference in realized investment income and other, net is related to the transfer to RemainCo of the certain other investments that make up the Excluded Assets.

The TPG Operating Group retained its interests in our strategic investments in NewQuest, Harlem Capital Partners, VamosVentures and LandSpire Group.

This resulted in a decrease to realized investment income and other, net of $26.0 million and $32.7 million for the years ended December 31, 2021 and 2020, respectively.

Also, $19.5 million of additional non-recurring transaction and reorganization related costs are reflected as if incurred during the year ended December 31, 2020.

5) This difference relates to additional interest expense from new financing the TPG Operating Group used to declare a distribution of $200.0 million to our controlling and non-controlling interest holders prior to the Reorganization and the IPO.

The distribution was made with $200.0 million proceeds from the senior unsecured term loan issuance.

The Senior Unsecured Term Loan carries an interest rate of LIBOR plus 1.00% and matures in December 2024.

The impact of the adjustment is an increase to interest expense of $4.0 million for the years ended December 31, 2021 and 2020.

6) The difference in income tax expense is attributable to the corporate conversion.

The income tax expense adjustment reflects TPG Inc.’s share of pro forma pre-tax distributable earnings, which equals 25.6%, multiplied by TPG Inc.’s effective tax rate of 23.0%.

Unaudited Pro Forma Non-GAAP Balance Sheet Measures

Book assets, book liabilities and net book value are non-GAAP performance measures of TPG Operating Group’s assets, liabilities and equity on a deconsolidated basis which reflects our investments in subsidiaries as equity method investments.

Additionally, the book assets, book liabilities and net book value include the tax assets and liabilities of TPG Inc.

We utilize these measures to assess the unrealized value of our book assets after deducting for book liabilities as well as assess our indirect interest in accrued performance allocations from our TPG Funds and our co-investments in TPG Funds and third-party investments.

We believe these measures are useful to investors as they provide additional insight into the net assets of the TPG Operating Group on a deconsolidated basis.

These non-GAAP financial measures should not be considered as a substitute for, or superior to, similar financial measures calculated in accordance with U.S.

These non-GAAP financial measures may differ from the calculations of other alternative asset managers and, as a result, may not be comparable to similar measures presented by other companies.

Certain comparative amounts for the prior fiscal period have been reclassified to conform to the below presentation as of December 31, 2022.

Refer to “––Reconciliation to U.S.

GAAP Measures” for reconciliations of the Condensed Consolidated Statement of Financial Condition to the non-GAAP Balance Sheet.

The following table sets forth our pro forma non-GAAP book assets, book liabilities and book value after the IPO transaction adjustments as of December 31, 2022 and 2021:

Year Ended December 31, 2021

($ in thousands) December 31, 2022 Non-GAAP Pro Forma Non-GAAP

Cash and cash equivalents $ 691,687 $ 242,370 $ 646,387 (1), (2)

Restricted cash 13,166 13,135 13,135

Accrued performance allocations 642,519 1,344,348 769,283 (3)

Other investments 576,814 894,741 894,741

Other assets, net 576,241 398,154 169,713 (1), (2)

Total Book Assets $ 2,500,427 $ 2,892,748 $ 2,493,259

Book Liabilities

Accounts payable, accrued expenses and other $ 48,183 $ 525,267 $ 308,421 (1), (2), (4)

Securitized borrowing, net 245,259 244,950 244,950

Senior unsecured term loan 199,307 199,494 199,494

Total Book Liabilities $ 492,749 $ 969,711 $ 752,865

Net Book Value $ 2,007,678 $ 1,923,037 $ 1,740,394 (5)

Notes to the Unaudited Pro Forma Non-GAAP Balance Sheet Measures

1) The difference between non-GAAP and pro forma non-GAAP balance sheet measures relates to the transfer of Excluded Assets, which consist of rights to future performance allocations related to certain general partner entities.

Additionally, certain of our other investments and investments into TPG Funds have been excluded, because such interests are not part of the TPG Operating Group.

We would have transferred (i) $27.2 million of cash;

(ii) $204.5 million of other assets;

and (iii) $203.3 million of other liabilities to RemainCo.

2) Includes $431.2 million of proceeds, net of estimated underwriting discounts and unpaid offering costs of $31.8 million, of which $24.0 million was previously capitalized and accrued in other assets, net and accounts payable, accrued expenses and other, respectively.

3) Following the Reorganization, the TPG Operating Group and Common Unit holders received approximately 20% of the future performance allocations associated with the general partner entities that we retain an economic interest in as described in Note 1 above.

This adjustment reduces our share of accrued performance allocations by $575.1 million.

4) Reflects a Tax Receivable Agreement liability of $10.4 million related to the reorganization of TPG into a corporation and associated offering transactions.

5) Represents the impact to the net book value of the TPG Operating Group after the IPO transaction adjustments.

Reconciliations to U.S.

GAAP Measures

The following table reconciles the most directly comparable financial measures calculated and presented in the Unaudited Pro Forma U.S.

GAAP Statement of Operations to our Unaudited Non-GAAP Pro Forma financial measures for the years ended December 31, 2021 and 2020.

Year Ended December 31,

($ in thousands) 2021 2020

Total Pro Forma GAAP Net Income $ 1,578,473 $ (83,596)

Net loss (income) attributable to redeemable equity in Public SPACs

(155,131) 195,906

Net income attributable to other non-controlling interests (756,925) (395,032)

Performance fees from other non-controlling interest (5,908) —

Share-based compensation expense 500,608 657,042

Amortization expense 14,195 —

Unrealized performance allocations, net (425,924) (153,807)

Unrealized investment income (232,988) (15,542)

Unrealized gains on derivatives (20,626) 9,570

Income tax expense 44,565 17,935

Other (2,220) —

Pro Forma After-tax Distributable Earnings $ 538,119 $ 232,476

Income tax expense 33,684 14,552

Pro Forma Distributable Earnings $ 571,803 $ 247,028

Realized performance fees, net (204,664) (40,817)

Realized investment income and other, net (66,719) (5,036)

Depreciation expense 6,775 6,556

Interest expense, net 18,918 18,835

Total Pro Forma Fee-Related Earnings $ 326,113 $ 226,566

Cash and cash equivalents decreased $442.3 million during the year ended December 31, 2023 primarily due to the acquisition of Angelo Gordon.

The acquisition resulted in cash paid of $740.7 million, which is comprised of $270.7 million of cash on hand and $470.0 million of proceeds from drawing on our Senior Unsecured Revolving Credit Facility.

This is partially offset by cash and cash equivalents acquired in the transaction of $383.9 million.

Investments increased $1,394.2 million during the year ended December 31, 2023 primarily attributable the acquisition of Angelo Gordon of $1,046.4 million.

Investments also increased due to net capital allocation-based income of $855.3 million, which was partially offset by net proceeds from performance allocations of $582.2 million.

Goodwill and intangible assets increased $719.2 million for the year ended December 31, 2023, primarily due to the acquisition of Angelo Gordon.

As a result of the acquisition, we recognized $547.5 million of intangible assets and $205.9 million of goodwill.

Debt obligations increased $500.5 million during the year ended December 31, 2023 primarily due to borrowings on our Senior Unsecured Revolving Credit Facility used to finance the Angelo Gordon acquisition.

Accrued performance allocation compensation increased $826.2 million for the year ended December 31, 2023, primarily attributable the acquisition of Angelo Gordon of $745.0 million and net increases in performance fee compensation expense of $591.7 million, partially offset by settlements of performance allocation compensation of $497.8 million during the year ended December 31, 2023.

Other liabilities increased $500.0 million for the year ended December 31, 2023.

The majority of the change is attributable to the acquisition of Angelo Gordon which resulted in $99.9 million of lease obligations, $80.3 million of accounts payable and accrued expenses, and $83.3 million of repurchase agreement liabilities as of December 31, 2023.

In addition, we recorded contingent consideration related to the acquisition valued at $156.3 million, as well as $73.8 million in amounts payable to the sellers of Angelo Gordon.

Redeemable equity from consolidated Public SPACs decreased $653.6 million primarily due to the redemption of Class A ordinary shares of YTPG and AFTR during the year ended December 31, 2023.

See Note 15 to our Consolidated Financial Statements.

Total equity increased $275.3 million, primarily due to the Common Units granted at fair value of $233.9 million in connection with the Angelo Gordon acquisition, as well as net income for the year ended December 31, 2023 of $23.4 million offset by payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries.

Non-GAAP Financial Measures

5 unchanged sentences

GAAP net income computed in accordance with U.S.

GAAP in that it does not include (i) unrealized performance allocations and related compensation and benefit expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities, or (v) certain non-cash items, such as contingent reserves.

While we believe that the inclusion or exclusion of the aforementioned U.S.

2 unchanged sentences

This measure supplements U.S.

GAAP net income and should be considered in addition to and not in lieu of the results of operations presented accordance with U.S.

GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S.

GAAP discussed further under “—Key Components of our Results of Operations—Results of Operations” prepared in accordance with U.S.

8 unchanged sentences

GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on U.S.

GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within other liabilities in our Consolidated Statement of Financial Condition.

GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within other liabilities in our Consolidated Statements of Financial Condition.

Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to the Company on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges.

15 unchanged sentences

Fee-related revenues is a component of FRE.

Fee-related revenues is comprised of (i) management fees, (ii) transaction, monitoring and other fees, net, and (iii) other income.

Fee-related revenues is comprised of (i) management fees, (ii) fee-related performance revenues, (iii) transaction, monitoring and other fees, net, and (iv) other income.

Fee-related performance revenues refers to incentive fees from perpetual capital vehicles that are:

(i) measured and expected to be received on a recurring basis and (ii) not dependent on realization events from the underlying investments.

Fee-related revenue differs from revenue computed in accordance with U.S.

5 unchanged sentences

Fee-related expenses differs from expenses computed in accordance with U.S.

GAAP in that it is net of certain reimbursement arrangements.

GAAP in that it is net of certain reimbursement arrangements and does not include performance allocation compensation.

Fee-related expenses is used in management’s review of the business.

4 unchanged sentences

GAAP measures is not adequate due to the adjustments described herein.

Our calculations of DE, FRE, fee-related revenue and fee-related expenses may differ from the calculations of other investment managers.

Our calculations of DE, FRE, fee-related revenues and fee-related expenses may differ from the calculations of other investment managers.

As a result, these measures may not be comparable to similar measures presented by other investment managers.

4 unchanged sentences

Management fees $ 1,178,721 $ 929,860 $ 718,364

Fee-related performance revenues 1,642 5,182 —

Transaction, monitoring and other fees, net 107,713 103,896 102,041

1 unchanged sentence

Fee-Related Revenues 1,337,254 1,086,007 867,078

Compensation and benefits, net 392,968 521,413 441,245

Cash-based compensation and benefits, net 452,270 392,968 521,413

Fee-related performance compensation 1,401 — —

Operating expenses, net 277,252 239,189 167,114

Fee-Related Expenses 730,923 632,157 688,527

Total Fee-Related Earnings $ 453,850 $ 178,551 $ 101,450

Fee-Related Earnings $ 606,331 $ 453,850 $ 178,551

Realized performance allocations, net 74,027 282,383 999,603

5 unchanged sentences

After-Tax Distributable Earnings $ 585,306 (1)

$ 700,263 $ 1,239,863

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

1 unchanged sentence

Fee-related revenues increased by $251.2 million, or 23%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase was primarily due to additional management fees of $211.5 million and transaction, monitoring and other fees, net of $7.0 million.

The increase was primarily due to additional management fees of $248.9 million.

Management Fees

3 unchanged sentences

Capital $ 513,920 $ 382,992

Growth 155,410 141,735

Impact 201,271 179,742

TPG Angelo Gordon

TPG AG Credit 50,477 —

TPG AG Real Estate 33,589 —

Real Estate 149,555 153,908

Growth 141,735 142,388

Market Solutions 74,499 71,483

Total Management Fees $ 1,178,721 (1)

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Management fees increased by $248.9 million, or 27%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was largely due to fee earning capital raised resulting in additional management fees of $83.5 million earned from the Real Estate platform, primarily as a result of the activation of TREP IV during the first quarter of 2022.

Management fees generated from the Impact platform increased $73.6 million, due to the activation of Rise Climate in the third quarter of 2021, and Rise III in the second quarter of 2022.

The Capital platform had an increase of $47.6 million in management fees, largely from the activation of both TPG IX and Asia VIII in the third quarter of 2022, partially offset by a decrease of $30.0 million in TPG VII.

The Market Solutions platform also contributed $7.4 million to the overall management fee increase primarily due to the acquisition of NewQuest in July 2021.

Certain management fees earned during the year ended December 31, 2022 were considered catch-up fees as a result of additional capital commitments from limited partners to Rise Climate and TTAD II in the amount of $2.8 million.

This change was largely due to fee earning capital raised resulting in additional management fees of $130.9 million earned from the Capital platform, largely from the activation of TPG IX, Asia VIII and THP II in the third quarter of 2022, partially offset by a decrease of $36.7 million in Asia VII.

Management fees also increased $50.5 million and $33.6 million due to the additional fees earned from TPG AG Credit and TPG AG Real Estate, respectively, which we acquired in November 2023.

Management fees generated from the Impact platform increased $21.5 million, primarily due to the activation of Rise III in the second quarter of 2022.

Management fees for the Growth platform increased $13.7 million primarily from additional actively invested capital in TTAD II, and the activation of LSI in the first quarter of 2023.

Fee-related Performance Revenues

The following table presents fee-related performance revenues for the years ended December 31, 2023 and 2022:

Year Ended December 31,

($ in thousands)

TPG AG Credit $ 1,642 $ —

Real Estate — 5,182

Total Fee-Related Performance Revenues $ 1,642 (1)

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Fee-related performance revenues decreased $3.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Performance revenues for the year ended December 31, 2022 related to incentive fees earned from TRTX in our Real Estate platform.

Transaction, Monitoring and Other Fees, Net

2 unchanged sentences

($ in thousands)

Market Solutions $ 91,426 $ 91,737

Impact 6,730 4,264

Real Estate 5,181 —

Capital $ 2,293 $ 5,094

Growth 386 647

Impact 6,291 6,730

TPG Angelo Gordon

TPG AG Credit 739 —

TPG AG Real Estate 105 —

Market Solutions 97,899 91,425

Total Transaction, Monitoring and Other Fees, Net $ 107,713 (1)

Transaction, monitoring and other fees, net increased by $7.0 million, or 7%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This increase was primarily attributable to the Real Estate platform driven by TRTX incentive fees.

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Transaction, monitoring and other fees, net increased by $3.8 million, or 4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily attributable to an increase in fees received by our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.

The following table presents other income for the years ended December 31, 2023 and 2022:

3 unchanged sentences

Other income 16,037 19,154

Other investments — 5,161

Total Other Income $ 49,178 (1)

$ 47,069 $ 46,673

(1) Includes other income of $13.5 million during the year ended December 31, 2021, generated by certain other investments that were transferred to RemainCo as Excluded Assets on December 31, 2021.

Accordingly, there was no impact for the year ended December 31, 2022.

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Total other income increased by $2.1 million, or 4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change primarily resulted from an increase in income earned from RemainCo under the RemainCo administrative agreement, offset by the transfer of certain of our strategic investments to RemainCo on December 31, 2021.

Fee-Related Expenses

Fee-related expenses decreased by $56.4 million, or 8%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, comprised primarily of lower compensation and benefits, net of $128.4 million partially offset by increased operating expenses, net of $72.1 million.

Compensation and Benefits, Net

The following table presents compensation and benefits, net for the years ended December 31, 2022 and 2021:

Fee-related expenses increased by $98.8 million, or 16%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, comprised primarily of higher cash-based compensation and benefits, net of $59.3 million and increased operating expenses, net of $38.1 million.

Cash-based Compensation and Benefits, Net

The following table presents cash-based compensation and benefits, net for the years ended December 31, 2023 and 2022:

Year Ended December 31,

1 unchanged sentence

Salaries $ 237,165 $ 197,587

196,083 342,276

Bonuses 212,294 196,083

Benefits and other 83,206 71,061

Reimbursements (80,395) (71,764)

Total Compensation and Benefits, Net $ 392,968 $ 521,413

(1) Includes bonus compensation of $140.3 million during the year ended December 31, 2021 for TPG senior professionals.

Total compensation and benefits, net decreased by $128.4 million, or 25%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily due to a decrease in bonuses of $146.2 million as a result of certain TPG senior professionals no longer receiving discretionary bonuses, and increased compensation reimbursements related to services provided to certain fund and portfolio companies.

The decrease was partially offset by increased salaries of $28.0 million driven by firm headcount expansion.

Total Cash-Based Compensation and Benefits, Net $ 452,270 (1)

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Total cash-based compensation and benefits, net increased by $59.3 million, or 15%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily due to an increase in salaries of $39.6 million and benefits and other of $12.1 million as a result of headcount growth due to the acquisition of TPG Angelo Gordon.

Total cash-based compensation and benefits, net also increased due to an increase of $16.2 million in bonuses, primarily due to bonus expense for TPG Angelo Gordon.

These increases were partially offset by an increase in compensation reimbursements related to services provided to certain fund and portfolio companies of $8.6 million.

Fee-related Performance Compensation

The following table presents fee-related performance compensation for the years ended December 31, 2023 and 2022:

Year Ended December 31,

($ in thousands)

TPG AG Credit $ 1,407 $ —

TPG AG Real Estate (6) —

Total Fee-related Performance Compensation $ 1,401 (1)

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Total fee-related performance compensation increased by $1.4 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Operating Expenses, Net

Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to TPG funds and monitoring services provided to our portfolio companies.

Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to investment funds that we manage and monitoring services provided to our portfolio companies.

Operating expenses, net were $277.3 million and $239.2 million for the year ended December 31, 2023 and 2022, respectively, with the increase of $38.1 million primarily due to an increase in professional fees of $22.9 million, travel expenses of $8.2 million, and other administrative expenses of $7.0 million.

Realized Performance Allocations, Net

Realized performance allocations, net were $282.4 million during the year ended December 31, 2022 and $999.6 million during the year ended December 31, 2021, with the following platform breakout:

The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2023 and 2022:

Year Ended December 31,

1 unchanged sentence

Capital $ 54,513 $ 250,382

Impact 15,961 568

Growth 2,139 13,681

Impact 799 15,961

TPG Angelo Gordon

TPG AG Credit 5,552 —

TPG AG Real Estate 389 —

Real Estate 4,076 1,110

1 unchanged sentence

Total Realized Performance Allocations, Net $ 74,027 (1)

$ 282,383 $ 999,603

(1) Includes realized performance allocation, net of $794.9 million during the year ended December 31, 2021 attributable to the TPG Operating Group Excluded entities.

As previously described herein, these entities’ performance allocations are not a component of distributable earnings beginning in the fiscal year ending December 31, 2022.

Realized performance allocations, net of $282.4 million for the year ended December 31, 2022 were largely generated from realizations of $191.8 million from TPG VII, $25.9 million from TPG VIII and $19.4 million from Asia VII within the Capital platform.

Realizations within the Impact platform of $16.0 million were generated from Rise I.

This activity consisted of realizations sourced from portfolio companies including McAfee, Wind River, Kelsey-Seybold Clinics, Greencross, and DirecTV.

Realized performance allocations, net of $999.6 million for the year ended December 31, 2021 were largely generated from realizations in TPG VII of $501.6 million, TPG VI of $173.5 million and Asia VI of $28.4 million in the Capital platform.

Realizations from the Growth platform were generated from Growth III of $131.2 million, Growth II of $35.8 million, Biotech III of $27.8 million, TSI of $24.0 million and TTAD I of $11.2 million.

Realizations from the Real Estate platform were generated from Real Estate II of $24.5 million.

The activity consisted of realizations sourced from portfolio companies including Astound, Kindred at Home, Transplace Holdings, Creative Artists Agency, DirecTV and Medical Solutions.

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Realized performance allocations, net of $74.0 million for the year ended December 31, 2023 were largely generated from realizations of $39.5 million from TPG AAF and $14.9 million from TPG VIII in the Capital platform, $6.6 million from TPEP in the Market Solutions platform, and $4.1 million from TREP III within the Real Estate platform.

Realizations also include $5.6 million primarily from MVP Fund in TPG AG Credit.

This activity included realizations sourced from portfolio companies such as Creative Artists Agency, DirecTV and Alloy Properties.

Realized Investment Income and Other, Net

3 unchanged sentences

Investments in TPG funds $ 27,543 $ 82,174

Other investments — 23,647

Non-core income (expense) (74,784) (40,136)

Total Realized Investment Income and Other, Net $ (47,241) (1)

$ 42,038 $ 92,720

(1) Includes realized investment income and other, net of $26.0 million during the year ended December 31, 2021 generated by certain other investments that were transferred to RemainCo as of December 31, 2021.

Realized investment income and other, net decreased by $50.7 million, or 55%, resulting from lower realizations of $29.0 million from our investments in TPG funds and the transfer of certain of our strategic investments to RemainCo on December 31, 2021.

Depreciation expense decreased $2.2 million, or 32%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Realized investment income and other, net decreased by $89.3 million, or 212%, due to lower realizations of $54.6 million from investments in funds we manage, plus additional non-core expenses of $34.6 million primarily driven by the Acquisition.

Depreciation expense increased $2.0 million, or 44%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Interest Expense, Net

5 unchanged sentences

Interest Expense, Net $ (1,401) (1)

The decrease in interest expense, net during the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to higher interest income from interest earned on cash and cash equivalents, partially offset by higher interest rates on certain borrowings.

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

The decrease in interest expense, net during the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to higher interest income from interest earned on cash and cash equivalents, partially offset by higher interest rates on certain borrowings and increased interest expense on draws under our Senior Unsecured Revolving Credit Facility to partially fund the Acquisition.

Distributable Earnings

The decrease in DE for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to lower realized performance allocations, net, partially offset by a 34% increase in our Fee-Related Earnings.

Income taxes increased $50.3 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

The increase in income taxes is a result of the Company being subject to federal income taxes subsequent to the Reorganization and IPO.

Income taxes decreased $17.0 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, driven by lower realized performance allocations, net.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Fee-Related Revenues

Fee-related revenues increased by $151.0 million for the year ended December 31, 2021 compared to the year ended December 31, 2020.

The increase was primarily due to higher management fees of $94.7 million and transaction, monitoring and other fees, net of $52.6 million.

Fee-related revenues increased by $218.9 million, or 25%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

The increase was primarily due to additional management fees of $211.5 million and fee-related performance revenues of $5.2 million.

Management Fees

3 unchanged sentences

Capital $ 382,992 $ 335,376

Growth 142,388 110,551

Impact 179,742 106,096

Real Estate 153,908 70,442

Growth 141,735 142,388

Market Solutions 71,483 64,062

Total Management Fees $ 929,860 $ 718,364

The increase in management fees of $94.7 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was largely due to additional management fees of $42.3 million earned from the Impact platform, primarily as a result of the activation of Rise Climate during the third quarter of 2021.

Management fees generated from the Growth platform increased $31.8 million, driven by Growth V, TTAD I and TDM which generated $49.7 million, $5.2 million and $3.0 million, respectively.

This was partially offset by lower fees generated from Growth IV of $21.9 million.

Market Solutions also contributed $20.3 million to the overall management fee increase due to the acquisition of the NewQuest funds during 2021.

Both funds were activated in 2020.

Management fees increased by $211.5 million, or 29%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Management fees generated from the Impact platform increased $73.6 million, due to the activation of

Rise Climate in the third quarter of 2021, and Rise III in the second quarter of 2022.

The Market Solutions platform also contributed $7.4 million to the overall management fee increase primarily due to the acquisition of NewQuest in July 2021.

Fee-related Performance Revenues

The following table presents fee-related performance revenues for the years ended December 31, 2022 and 2021:

Year Ended December 31,

($ in thousands)

Real Estate $ 5,182 $ —

Total Fee-Related Performance Revenues $ 5,182 $ —

Fee-related performance revenues increased $5.2 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, attributable to the Real Estate platform driven by TRTX incentive fees.

Transaction, Monitoring and Other Fees, Net

3 unchanged sentences

Market Solutions $ 91,425 $ 91,737

Capital 5,545 9,058

Impact 6,730 4,264

Capital 5,094 5,545

Growth 647 495

Real Estate — 350

Total Transaction, Monitoring and Other Fees, Net $ 103,896 $ 102,041

The increase in transaction, monitoring and other fees, net of $52.6 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily attributable to the Market Solutions platform as a result of higher levels of participation by our broker-dealer in the debt and equity capital markets activities of our portfolio companies.

The increase was partially offset by decreased transaction fees earned from portfolio companies in TPG VII of the Capital platform.

Transaction, monitoring and other fees, net increased by $1.9 million, or 2%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

The following table presents other income for the years ended December 31, 2022 and 2021:

2 unchanged sentences

Former affiliate funds $ 27,915 $ 38,942

Other investments 5,161 7,186

Other income 19,154 2,570

Other investments — 5,161

Total Other Income (1)

$ 47,069 $ 46,673

(1) Includes other income of $13.5 million and $5.8 million during the years ended December 31, 2021 and 2020, respectively, generated by certain other investments that were transferred to RemainCo as Excluded Assets on December 31, 2021.

The increase in other income of $3.8 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily driven by appreciation from our investment in our former affiliate funds resulting in $4.8 million of additional income.

(1) Includes other income of $13.5 million during the year ended December 31, 2021, generated by certain other investments that were transferred to RemainCo as Excluded Assets on December 31, 2021.

Accordingly, there was no impact for the year ended December 31, 2022.

Total other income increased by $0.4 million, or 1%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Fee-Related Expenses

Fee-related expenses increased by $73.9 million for the year ended December 31, 2021 compared to the year ended December 31, 2020.

The increase was primarily comprised of additional compensation and benefits, net of $80.2 million, partially offset by decreased operating expenses, net of $6.2 million.

Compensation and Benefits, Net

The following table presents compensation and benefits, net for the years ended December 31, 2021 and 2020:

Fee-related expenses decreased by $56.4 million, or 8%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, comprised primarily of lower cash-based compensation and benefits, net of $128.4 million partially offset by increased operating expenses, net of $72.1 million.

Cash-Based Compensation and Benefits, Net

The following table presents cash-based compensation and benefits, net for the years ended December 31, 2022 and 2021:

Year Ended December 31,

4 unchanged sentences

Reimbursements (71,764) (61,480)

Total Compensation and Benefits, Net $ 521,413 $ 441,245

(1) Includes bonus compensation of $138.6 million and $113.7 million during the year ended December 31, 2021 and 2020, respectively, for TPG senior professionals.

The increase in compensation and benefits, net of $80.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to increased bonuses of $64.2 million, benefits and other of $10.1 million, and salaries of $10.6 million as a result of additional headcount and merit increases driven by growth in fee-related revenues and the consolidation of NewQuest.

The increase was partially offset by additional compensation reimbursements related to services provided to certain funds and portfolio companies.

Total Cash-Based Compensation and Benefits, Net

$ 392,968 $ 521,413

(1) Includes bonus compensation of $140.3 million during the year ended December 31, 2021 for TPG senior professionals.

Total cash-based compensation and benefits, net decreased by $128.4 million, or 25%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

The decrease was partially offset by increased salaries of $28.0 million driven by firm headcount expansion.

Operating Expenses, Net

The decrease in operating expenses, net of $6.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to a decrease in office expenses of $3.1 million, travel expenses of $2.3 million, and additional reimbursements related to services provided to certain funds and portfolio companies of $3.9 million, partially offset by a higher level of professional fees and other administrative costs of $6.5 million.

Operating expenses, net were $239.2 million and $167.1 million for the year ended December 31, 2022 and 2021, respectively, with the increase of $72.1 million primarily due to an increase in professional fees of $26.1 million, travel expenses of $19.8 million, and other administrative expenses of $26.3 million.

Realized Performance Allocations, Net

Realized performance allocations, net include gross realized performance allocations of $1,957.5 million and $607.2 million, net of realized performance allocations to TPG affiliated partners of $957.9 million and $293.7 million during the year ended December 31, 2021 and 2020, respectively.

The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2022 and 2021:

2 unchanged sentences

Capital $ 250,382 $ 725,171

Impact 15,961 568

Growth 13,681 234,025

3 unchanged sentences

$ 282,383 $ 999,603

(1) Includes realized performance allocations, net of $794.9 million and $272.7 million during the years ended December 31, 2021 and 2020, respectively, attributable to the TPG Operating Group Excluded entities.

As previously described herein, these entities’ performance allocations will not be a component of distributable earnings beginning in 2022.

Realized performance allocations, net $999.6 million for the year ended December 31, 2021 were largely generated from realizations in TPG VII of $501.6 million, TPG VI of $173.5 million and Asia VI of $28.4 million in the Capital platform.

(1) Includes realized performance allocation, net of $794.9 million during the year ended December 31, 2021 attributable to the TPG Operating Group Excluded entities.

As previously described herein, these entities’ performance allocations are not a component of distributable earnings beginning in the fiscal year ending December 31, 2022.

Realizations within the Impact platform of $16.0 million were generated from Rise I.

This activity consisted of realizations sourced from portfolio companies including McAfee, Wind River, Kelsey-Seybold Clinics, Greencross, and DirecTV.

Realizations from the Growth platform were generated from Growth III of $131.2 million, Growth II of $35.8 million, Biotech III of $27.8 million, TSI of $24.0 million and TTAD I of $11.2 million.

1 unchanged sentence

The activity consisted of realizations sourced from portfolio companies including Astound, Kindred at Home, Transplace Holdings, Creative Artists Agency, DirecTV and Medical Solutions.

Realized performance allocations, net of $313.5 million for the year ended December 31, 2020 were largely generated from realizations in TPG VI of $53.2 million and TPG VII of $105.2 million in the Capital platform.

Realizations from the Growth platform were generated from Growth II of $58.8 million, and TPG Pace within the Market Solutions platform.

The realized performance allocation mainly consisted of amounts from portfolio companies including WellSky, LLamasoft, IQVIA Holdings, Inc.

IQV), Uber (NYSE:

UBER) and Adare Pharmaceuticals.

Realized Investment Income and Other, Net

7 unchanged sentences

$ 42,038 $ 92,720

(1) Includes realized investment income and other, net of $26.0 million and $32.7 million during the years ended December 31, 2021 and 2020, respectively, generated by certain other investments that were transferred to RemainCo as of December 31, 2021.

The increase in realized investment income and other, net of $35.5 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to realizations from our investments in the TPG Funds of $78.3 million.

Of that amount, $53.5 million was attributable to the Capital platform, $10.6 million to the Growth platform, and $3.4 million to the Market Solutions Platform.

The increase was partially offset by a reduction in other investments of $8.0 million and increased non-core transaction expenses of $28.3 million primarily related to the Reorganization described in the Organization section herein.

Depreciation expense increased $0.2 million between the years ended December 31, 2021 and 2020, respectively.

There were no significant purchases or disposals that occurred during the period.

Depreciation expense decreased $2.2 million, or 32%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Interest Expense, Net

5 unchanged sentences

Interest Expense, Net $ 13,795 $ 14,928

The increase in interest expense, net during the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to decreased interest income from cash balances, partially offset by decreased interest expense due to the payoff of an outstanding credit facility balance in 2021.

Distributable Earnings

The increase in DE for the year ended December 31, 2021 compared to the year ended December 31, 2020 was due to higher FRE, realized performance allocations, net, and realized investment income and other, net.

Income taxes were consistent for the years ended December 31, 2021 and December 31, 2020 driven by stable income generated by our consolidated foreign subsidiaries.

The decrease in DE for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to lower realized performance allocations, net, partially offset by a 154% increase in our Fee-Related Earnings.

Income taxes increased $50.3 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

The increase in income taxes is a result of the Company being subject to federal income taxes subsequent to the Reorganization and IPO.

Unaudited Non-GAAP Balance Sheet Measures

Additionally, the book assets, book liabilities and net book value include the tax assets and liabilities of TPG Inc.

We utilize these measures to assess the unrealized value of our book assets after deducting for book liabilities as well as assess our indirect interest in accrued performance allocations from our TPG funds and our co-investments in TPG funds and third-party investments.

We believe these measures are useful to investors as they provide additional insight into the net assets of the TPG Operating Group on a deconsolidated basis.

These non-GAAP financial measures should not be considered as a substitute for, or superior to, similar financial measures calculated in accordance with U.S.

These non-GAAP financial measures may differ from the calculations of other alternative asset managers and, as a result, may not be comparable to similar measures presented by other companies.

Refer to “––Reconciliation to U.S.

GAAP Measures” for reconciliations of the Consolidated Statements of Financial Condition to the non-GAAP Balance Sheet.

The following table sets forth our non-GAAP book assets, book liabilities and net book value as of December 31, 2023 and December 31, 2022:

($ in thousands)

Cash and cash equivalents $ 105,480 $ 691,687

Net accrued performance 891,455 642,519

Investments in funds 877,802 576,814

Intangible assets and goodwill 1,007,899 274,481

Other assets 679,638 314,926

Total Book Assets $ 3,562,274 $ 2,500,427

Book Liabilities

Accounts payable, accrued expenses and other $ 296,147 $ 48,183

Debt obligations 945,052 444,566

Total Book Liabilities $ 1,241,199 $ 492,749

Net Book Value $ 2,321,075 $ 2,007,678

During the year ended December 31, 2023, net book value increased primarily due to vested equity interest of $233.9 million recognized in connection with the acquisition of Angelo Gordon.

Net book value also increased due to increases in net accrued performance and investments in funds, primarily associated with TPG VIII, Rise Climate, Growth V, Growth IV and THP I.

This was partially offset by the distribution of proceeds received during the year ended December 31, 2023 from TPG AAF and TPG VIII.

Reconciliation to U.S.

7 unchanged sentences

Capital-allocation based income (855,285) (756,252) (3,998,483)

Deconsolidation of former affiliate — — (87,235)

Expense reimbursements (185,554) (166,090) (132,810)

Investment income and other 5,462 21,984 30,359

Fee-Related Revenue $ 1,086,007 $ 867,078 $ 716,033

Investment (income) loss and other (11,818) 5,462 21,984

Fee-Related Revenues $ 1,337,254 $ 1,086,007 $ 867,078

Year Ended December 31,

5 unchanged sentences

Expenses related to consolidated TPG Funds and Public SPACs (1,053) (3,316) (20,764)

Deconsolidation of former affiliate — — (96,324)

Expense reimbursements (185,554) (166,090) (132,810)

1 unchanged sentence

Equity-based compensation (654,922) (627,714) —

Acquisition success fees (20,000) — —

Non-core expenses and other (93,474) (44,364) (36,951)

3 unchanged sentences

($ in thousands)

Net Income $ (56,235) $ 4,655,997 $ 1,438,932

Net (income) loss attributable to redeemable interests in Public SPACs (14,648) (155,131) 195,906

Net (income) loss attributable to non-controlling interests in consolidated TPG Funds — (19,287) 12,380

Net loss attributable to other non-controlling interests (11,293) (2,081,170) (548,504)

Gain on deconsolidation — — (401,695)

Net income (loss) $ 23,385 $ (56,235) $ 4,655,997

Net income attributable to redeemable interests in Public SPACs (12,044) (14,648) (155,131)

Net income attributable to non-controlling interests in consolidated TPG Funds — — (19,287)

Net income attributable to other non-controlling interests (23,662) (11,293) (2,081,170)

Amortization expense 26,968 14,153 14,195

1 unchanged sentence

Unrealized performance allocations, net (112,250) 117,924 (856,505)

Unrealized investment income 48,796 (295,390) (20,009)

Unrealized (gain) loss on derivatives (1,119) (20,626) 21,056

Unrealized investment (income) loss (11,836) 48,796 (295,390)

Unrealized gain on derivatives (59) (1,119) (20,626)

Income taxes 18,028 (26,454) —

Non-recurring items (5,620) (2,220) 10,833

Acquisition success fees 20,000 — —

Non-recurring and other 3,962 (5,620) (2,220)

After-tax Distributable Earnings $ 585,306 $ 700,263 $ 1,239,863

2 unchanged sentences

Realized performance allocations, net (74,027) (282,383) (999,603)

Realized investment income and other, net (42,038) (92,720) (57,231)

Realized investment loss (income) and other, net 47,241 (42,038) (92,720)

Depreciation expense 6,589 4,590 6,775

3 unchanged sentences

The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with U.S.

GAAP to non-GAAP financial measures as of December 31, 2022 and December 31, 2021:

As of December 31,

GAAP to non-GAAP financial measures as of December 31, 2023 and 2022:

($ in thousands) 2023 2022

Total GAAP Assets $ 9,369,672 $ 7,941,738

Impact of consolidated TPG Funds and Public SPACs

Impact of consolidated Public SPACs

Cash and cash equivalents — (5,097)

2 unchanged sentences

Other assets — (412)

Subtotal for consolidated TPG Funds and Public SPACs (659,189) (1,024,465)

Subtotal for consolidated Public SPACs — (659,189)

Impact of other consolidated entities

2 unchanged sentences

Investments (4,954,855) (4,110,535)

Intangible assets and goodwill (77,688) (91,900)

Other assets (285,406) (42,605)

1 unchanged sentence

Reclassification adjustments (1)

Restricted cash (13,183) (13,166)

Due from affiliates (72,067) 8,458

Investments (1,769,257) (1,219,333)

Accrued performance allocations 642,519 1,344,348

Net accrued performance 891,455 642,519

Investments in funds 877,802 576,814

2 unchanged sentences

Total Book Assets $ 3,562,274 $ 2,500,427

As of December 31,

($ in thousands) 2023 2022

Total GAAP Liabilities $ 6,008,538 $ 4,202,232

Impact of consolidated TPG Funds and Public SPACs

Impact of consolidated Public SPACs

Accounts payable and accrued expenses — (236)

1 unchanged sentence

Deferred underwriting — (22,750)

Subtotal for consolidated TPG Funds and Public SPACs (23,653) (56,532)

Subtotal for consolidated Public SPACs — (23,653)

Impact of other consolidated entities

12 unchanged sentences

Impact of consolidated TPG Funds and Public SPACs (2)

(653,635) (1,000,027)

Total Book redeemable equity from consolidated Public SPACs $ — $ —

Total GAAP Equity $ 3,361,134 $ 3,085,871

Impact of consolidated TPG Funds and Public SPACs 18,099 32,094

Impact of consolidated Public SPACs — 18,099

Impact of other consolidated entities (1,446,074) (1,170,522)

7 unchanged sentences

GAAP financial statement amounts due to affiliates and other liabilities within accounts payable, accrued expenses and other for non-GAAP purposes.

(2) The $653.6 million and $1,000.0 million redeemable equity, respectively, represent ownership interest in each SPAC that is not owned by the TPG Operating Group and is presented separately from U.S.

(2) The $653.6 million redeemable equity represents ownership interest in each SPAC that is not owned by the TPG Operating Group and is presented separately from U.S.

GAAP partners’ capital in the accompanying Consolidated Financial Statements.

SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND OTHER DATA

Defined terms included below have the same meaning as terms defined and included elsewhere in this Form 10-K.

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 depicts the accounting required under U.S.

GAAP for the Acquisition, the related borrowing under the Senior Unsecured Revolving Credit Facility and certain changes in compensation arrangements assuming they occurred on January 1, 2023.

An unaudited pro forma condensed combined statement of financial condition is not presented because the Acquisition, the related borrowing under the Senior Unsecured Revolving Credit Facility and certain changes in compensation arrangements are fully reflected in the consolidated statement of financial condition of TPG Inc.

as of December 31, 2023 in this Annual Report on Form 10-K.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

Management believes this pro forma presentation is meaningful as the Acquisition is a material acquisition, which occurred close to year-end.

Pursuant to the Transaction Agreement, TPG purchased the Acquired Interests for a combination of cash, vested Common Units, the Aggregate Annual Cash Holdback Amount and the portion of the Earnout Payment not considered compensatory under U.S.

Total consideration in accordance with U.S.

GAAP was $1,145.9 million (“Purchase Price”) as described in Note 2.

All Common Units issued were accompanied by an equal number of Class B Shares.

TPG funded the cash consideration for the Acquisition by drawing $470.0 million under its Senior Unsecured Revolving Credit Facility and paid the remainder with cash on hand.

In addition to the Purchase Price, TPG issued to certain Angelo Gordon partners unvested Common Units and RSUs under the TPG Omnibus Plan, in each case as reflected in the Transaction Agreement.

The issuance of the unvested Common Units and RSUs is considered compensation under U.S.

GAAP, and is subject to ongoing service requirements intended to promote retention.

Additionally, following the consummation of the Acquisition, TPG aligned the compensation structure for Angelo Gordon partners with TPG’s, which resulted in replacing some historically received cash-based compensation with a greater share of performance allocation compensation.

The unaudited pro forma condensed combined financial information is being furnished solely for informational purposes and is not necessarily indicative of the results of operations that might have been achieved for the period indicated, nor is it necessarily indicative of the future results of the combined company.

It does not reflect potential revenue synergies or cost savings expected to be realized from the Acquisition.

No assurance can be given that cost savings or synergies will be realized at all.

The adjustments contained in the unaudited pro forma condensed combined financial information are based on currently available information and assumptions that we believe are reasonable in order to reflect, on a pro forma basis, the effect of the Acquisition, the financing and the change in compensation arrangements for Angelo Gordon subsequent to the closing of the Acquisition.

Such assumptions include, but are not limited to, the Purchase Price allocation of Angelo Gordon’s assets acquired and liabilities assumed based on fair value and post-combination compensation expense.

The unaudited pro forma condensed combined financial information does not project TPG’s results of operations for any future period or date.

Unaudited Pro Forma Condensed Combined Statement of Operations and Other Data

For the Year Ended December 31, 2023

For the Year Ended December 31, 2023 For the period January 1 through October 31, 2023

($ in thousands, except share and per share amounts) TPG Inc.

Angelo Gordon Transaction Accounting Adjustments Notes Transaction Accounting Compensation Adjustments Notes Pro Forma Combined

Fees and other $ 1,534,626 $ 483,413 $ (464) 3 (A), (D) $ — $ 2,017,575

Capital allocation-based income (loss) 855,285 173,329 (1,046) 3 (A) — 1,027,568

Total revenues 2,389,911 656,742 (1,510) — 3,045,143

Compensation and benefits:

Cash-based compensation and benefits 547,377 338,226 — (92,720) 3 (J) 792,883

Equity-based compensation 654,922 13,438 — 267,507 3 (H) 935,867

Performance allocation compensation 591,676 83,337 — 52,880 3 (I) 727,893

Total compensation and benefits 1,793,975 435,001 — 227,667 2,456,643

General, administrative and other 482,574 245,116 839 3 (A), (E) (4,887) 3 (I) 723,642

Depreciation and amortization 47,673 8,315 70,300 3 (B) — 126,288

Interest expense 38,528 5,776 23,505 3 (C) — 67,809

Expenses of consolidated Public SPACs and Investment Funds:

Interest expense — 50,450 (50,450) 3 (A) — —

General, administrative and other — 956 (956) 3 (A) — —

Other 1,053 — — — 1,053

Total expenses 2,363,803 745,614 43,238 222,780 3,375,435

Investment income

Income (loss) from investments:

Net gains (losses) from investment activities 6,564 (3,736) — — 2,828

Interest, dividends and other 42,622 17,584 — — 60,206

Investment income of consolidated Public SPACs and Investment Funds:

Unrealized gains (losses) on derivative liabilities of Public SPACs 667 — — — 667

Net gains (losses) from consolidated fund investment activities — (12,148) 12,148 3 (A) — —

Interest, dividends and other 7,692 64,855 (64,855) 3 (A) — 7,692

Total investment income (loss) 57,545 66,555 (52,707) — 71,393

Income (loss) before income taxes 83,653 (22,317) (97,455) (222,780) (258,899)

Income tax expense 60,268 4,412 (8,266) 3 (F) (10,174) 3 (F) 46,240

Net (loss) income 23,385 (26,729) (89,189) (212,606) (305,139)

Net income attributable to redeemable equity in Public SPACs 12,044 — — — 12,044

Net loss attributable to non-controlling interests in TPG Operating Group (92,411) — (88,245) 3 (G) (178,547) 3 (H), (I) (359,203)

Net income (loss) attributable to other non-controlling interests 23,662 (1,332) 1,332 3 (G) — 23,662

Net income attributable to TPG Inc./controlling interest $ 80,090 $ (25,397) $ (2,276) $ (34,059) $ 18,358

Pro forma net income (loss) per share data:

Net income available to Class A common stock per share

Basic $ 0.89 $ 0.17

Diluted $ (0.04) $ (0.77)

Weighted-average shares of Class A common stock outstanding

Basic 80,334,871 80,596,501

Diluted 317,944,496 362,254,127

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined financial information is derived from TPG’s and Angelo Gordon’s historical audited and unaudited consolidated financial statements and depicts the accounting for the Acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with TPG being deemed the accounting acquirer.

ASC 805 references fair value, as defined under ASC 820, Fair Value Measurements and Disclosures .

Fair value determinations are inherently subjective, and reasonable persons evaluating the same facts and circumstances may develop different assumptions and arrive at different estimates.

The accounting for the related financing and the change in compensation arrangements is depicted under ASC 835, Interest, and ASC 718, Compensation - Stock Compensation, respectively .

Note 2 – Purchase Price

The following table provides additional information on the total Purchase Price (in thousands):

Amounts payable to seller (2)

Common Units (3)

Fair value of Aggregate Annual Cash Holdback Amount (4)

Fair value of Earnout Payment (5)

Total Purchase Price

_________________

Represents the closing cash consideration of $740.7 million which is comprised of $270.7 million of cash on hand and $470.0 million of proceeds from drawing on the Company’s Senior Unsecured Revolving Credit Facility.

Out of the closing cash consideration of $740.7 million, $100.0 million was held in escrow on behalf of the sellers.

Represents the expected difference between the Estimated Cash Consideration paid at closing and the Final Cash Consideration to be determined no later than 120 days from closing in accordance with the terms of the Transaction Agreement.

Represents the fair value of approximately 9.2 million vested Common Units granted to the Angelo Gordon partners upon consummation of the Acquisition.

The fair value of Common Units is based on a $28.18 closing price for the shares of Class A common stock on the Acquisition Date, adjusted for a discount for lack of marketability.

Approximately 43.8 million unvested Common Units and 8.4 million RSUs available to be granted in connection with the Acquisition were considered compensatory under U.S.

GAAP and not part of the Purchase Price.

Represents the estimated fair value of the Aggregate Annual Cash Holdback Amount of up to $150.0 million, which is payable in three equal annual installments of $50.0 million, subject to the absence of promote shortfall in each respective calendar year (2024, 2025, and 2026).

The estimated fair value of $125.2 million, reflected as contingent consideration, was determined using a present value approach.

Inputs to fair value include the present value period and the discount rate applied to the annual payments.

Represents the estimated fair value of the non-compensatory portion of the Earnout Payment expected to be paid in the form of cash and vested Common Units to Angelo Gordon partners upon satisfaction of certain FRR targets during the Measurement Period.

This amount, reflected as contingent consideration, was determined using a multiple probability simulation approach.

Inputs to the fair value include probability adjusted FRR amounts and FRR target thresholds.

The compensatory portion of the Earnout Payment to the Angelo Gordon partners is treated as post-combination compensation expense, as services are required from such partners post-Closing.

The total Purchase Price was allocated to the fair value of assets acquired and liabilities assumed as of the Acquisition Date, with the excess Purchase Price recorded as goodwill.

A third-party valuation specialist assisted the Company with the fair value estimates for the assets acquired and liabilities assumed.

As the Acquisition Date was close to December, 31, 2023, the purchase accounting analysis is subject to subsequent adjustments that are identified through the measurement period, which is limited to one year from the Acquisition Date.

Note 3 - Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Statement of Operations

(A) Reflects statement of operations activities that will not continue for the combined company, including:

Removal of amounts related to Angelo Gordon’s CLOs that were deconsolidated in Angelo Gordon’s unaudited consolidated financial statements as of June 30, 2023 in accordance with the terms of the Transaction Agreement.

Such activities include:

Removal of interest expense of $50.5 million, general, administrative and other of $1.0 million and total net investment income of $52.7 million for the year ended December 31, 2023.

Recognition of $3.0 million in management fee income (before the management fee reduction adjustment in Note (D)) and $1.0 million of capital allocation-based loss for the year ended December 31, 2023.

Removal of $1.3 million recorded within Angelo Gordon’s general, administrative and other expenses, related to an insurance policy for a founder partner of Angelo Gordon that did not continue after closing.

(B) The following table presents the amortization expense of the acquired finite lived intangible assets following the consummation of the Acquisition (refer to Note 3 to our Consolidated Financial Statements for estimated fair values and useful lives):

($ in thousands) Year Ended December 31, 2023

Trade name $ 2,818

Technology 11,500

Acquired carried interest 30,615

Investment management agreements 34,761

Non-compete agreements 4,667

Related intangible amortization recorded within historical TPG financials:

Total amortization pro forma adjustment $ 70,300

(C) Reflects an adjustment to interest expense of $25.2 million for the year ended December 31, 2023 related to the $470.0 million draw on the Company’s Senior Unsecured Revolving Credit Facility using an estimated effective interest rate of 6.54% per annum based on the terms of the facility.

The effective interest rate is based on the one-month SOFR plus 110 basis points.

The portion of historical unused commitment fee was reversed, partially offsetting the increase in interest expense.

A 0.25% change in the interest rate of the Senior Unsecured Revolving Credit Facility would cause a corresponding increase or decrease in interest expense of $1.2 million for the year ended December 31, 2023.

This adjustment also reflects the removal of interest expense of $1.7 million for the year ended December 31, 2023 as a result of the repayment and termination of an Angelo Gordon credit facility prior to closing.

(D) Represents the reduction of management fee income related to a certain fund where TPG did not acquire 100% of the on-going management fee stream.

This arrangement results in a reduction of management fees of $3.5 million for the year ended December 31, 2023.

(E) Represents the net increase of Angelo Gordon lease expense of $2.1 million for the year ended December 31, 2023, as a result of remeasuring Angelo Gordon’s right of use asset and lease liability balances in conjunction with the Acquisition.

(F) TPG Operating Group has been and is expected to continue to be treated as partnerships for U.S.

federal and state income tax purposes.

Following the Acquisition, the income from the Acquired Interests allocable to TPG Inc.

from its ownership interest in the TPG Operating Group, is subject to U.S.

federal income taxes and local income taxes.

As a result, the unaudited pro forma condensed combined financial information reflects adjustments to income tax expense to incorporate the income tax effects in connection with the additional allocable income from the Acquired Interests and the transaction accounting adjustments attributable to TPG Inc.

at a blended statutory income tax rate of 23.0%.

The blended statutory income tax rate was calculated on a pro forma basis, assuming the U.S.

federal rate currently in effect of 21% and the statutory income tax rates applicable to each state and local jurisdiction where we estimate our income will be taxable.

The applicable blended statutory tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual effective tax rates in future periods subsequent to the Acquisition.

The following table summarizes pro forma income tax expense associated with Transaction Accounting Adjustments:

($ in thousands) Year Ended December 31, 2023

Additional allocable income from the Acquired Interests $ (25,397)

Transaction Accounting Adjustments attributable to TPG Inc.

Additional net income attributable to TPG Inc.

effective tax rate 23.0 %

Total income tax expense pro forma adjustment associated with Transaction Accounting Adjustments $ (8,266)

The following table summarizes pro forma income tax expense associated with Transaction Accounting Compensation Adjustments:

($ in thousands) Year Ended December 31, 2023

Transaction Accounting Compensation Adjustments attributable to TPG Inc.

effective tax rate 23.0 %

Total income tax expense pro forma adjustment associated with Transaction Accounting Compensation Adjustments $ (10,174)

(G) For purposes of the unaudited pro forma condensed combined statement of operations, TPG owns approximately 25.31% of the Common Units, while non-controlling interest holders of the TPG Operating Group, including former Angelo Gordon partners who received Common Units, own the remaining 74.69% for the year ended December 31, 2023.

The following table presents the calculation of the pro forma income attributable to other non-controlling interests in the TPG Operating Group:

($ in thousands) Year Ended December 31, 2023

Loss before provision for income taxes $ (258,899)

Provision for local and foreign income taxes 64,680

Net income attributable to redeemable equity in Public SPACs 12,044

Allocable Income (335,623)

Net loss attributable to non-controlling interest in TPG Operating Group and its consolidated subsidiaries (359,203)

Net income attributable to other non-controlling interests 23,662

TPG Inc.’s income before provision for income taxes in the TPG Operating Group (82)

Provision for income taxes (18,440)

Net income attributable to TPG Inc.

In order to reflect the net loss attributable to non-controlling interests in TPG Operating Group and to adjust historical allocations of loss to non-controlling interests for Angelo Gordon, we made pro forma adjustments of $88.2 million and $1.3 million, respectively, for the year ended December 31, 2023.

Transaction Accounting Adjustment - Compensation Adjustments

As described in the summary of the Acquisition above, TPG issued unvested Common Units and RSUs to Angelo Gordon partners that are considered compensatory under U.S.

GAAP and are not included in the Purchase Price.

Such offering of equity instruments is considered a separate transaction entered into between TPG and Angelo Gordon and is therefore presented separately from the Acquisition.

(H) At Closing, TPG issued to certain partners approximately 43.8 million unvested Common Units.

TPG also granted approximately 7.0 million RSUs to certain partners and professionals out of a pool of 8.4 million RSUs.

The unvested Common Units and RSUs were determined to be compensatory for the combined company.

The unvested Common Units and RSUs will generally vest over five years, subject to the recipient’s continued provision of services to the combined company through the vesting date.

A total grant date fair value of $1,110.4 million for the unvested Common Units will be recognized as post-combination compensation expense during the periods in which the Angelo Gordon partners provide services.

The grant date fair value of the unvested Common Units is based on the same inputs as the vested Common Units as detailed in Note 2.

The issuance of such unvested Common Units results in the recognition of an additional $186.9 million of compensation expense for year ended December 31, 2023.

A total grant date fair value of $201.8 million for the RSUs will be recognized as post-combination compensation expense during the periods in which the Angelo Gordon partners and employees provide services.

The grant date fair value of the RSUs is based on the closing price for the shares of Class A common stock on the grant date.

The RSU grants result in the recognition of an additional $31.9 million of compensation expense for the year ended December 31, 2023.

Additionally, post-combination expense is recognized for the portion of the Earnout Payment that requires provision of on-going services from Angelo Gordon partners.

As the Earnout Payment contains both a performance condition and a requisite service period, the Company recognizes compensation expense using the accelerated attribution method.

The compensatory portion of the Earnout Payment results in the recognition of an additional $62.1 million of compensation expense for the year ended December 31, 2023.

Angelo Gordon historical equity-based compensation of $13.4 million for the year ended December 31, 2023 is reversed.

(I) Reflects the additional performance allocation income that is attributed to certain partners of Angelo Gordon as a result of an additional 30% increase in their share of performance allocations.

Approximately $52.9 million for the year ended December 31, 2023 is reflected as additional performance allocation compensation allocated to those Angelo Gordon partners and professionals.

Within this amount, approximately $4.9 million represents cash amounts paid to certain legacy interest holders of Angelo Gordon, which were reflected within General, administrative and other expenses during the year ended December 31, 2023.

(J) Reflects the reduction of cash-based bonuses that were historically paid to certain Angelo Gordon partners and professionals and reflected within compensation and benefits, net.

After the Acquisition, the share of performance allocations to certain Angelo Gordon partners and professionals increased to approximately 80%.

Additionally, share-based compensation was granted to such partners in the form of unvested Common Units (as discussed in Note (H).

The reduction of cash-based bonuses amounts to $92.7 million for year ended December 31, 2023.

Note 4 - Earnings Per Share

The following table presents a reconciliation of the numerator and denominator used to compute pro forma basic and diluted net income (loss) per share (in thousands, except share and per share data):

December 31, 2023

Pro forma basic net income per share:

Net income attributable to redeemable equity in Public SPACs

Net loss attributable to non-controlling interests in TPG Operating Group

Net income attributable to other non-controlling interests

Net income attributable to Class A Common Stockholders prior to distributions 18,358

Reallocation of earnings to unvested participating restricted stock units(a) (5,024)

Net income attributable to Class A Common Stockholders - Basic 13,334

Reallocation of loss from participating securities assuming exchange of Common Units

Net loss attributable to Class A Common Stockholders - Diluted

Class A Common Stock outstanding - Basic (1)

Exchange of Common Units to Class A Common Stock (2)

Shares of Common Stock Outstanding - Diluted

Net income (loss) available to Class A common stock per share

Diluted $ (0.77)

_________________

Represents the Class A Common Stock outstanding at Transaction closing.

The assumed exchange of Common Units to Class A Common Stock includes closing Common Units of 228.7 million and 53.0 million vested and unvested Common Units granted to the Angelo Gordon partners upon consummation of the Acquisition.

In computing the dilutive effect, if any, that share-based awards would have on earnings per share, TPG considers the reallocation of net income between holders of its Class A Shares and non-controlling interests.

Unaudited Pro Forma Non-GAAP Financial Measures

Distributable Earnings .

DE is used to assess performance and amounts potentially available for distributions to partners.

DE is derived from and reconciled to, but not equivalent to, its most directly comparable U.S.

GAAP measure of net income.

DE differs from U.S.

GAAP net income computed in accordance with U.S.

GAAP in that it does not include (i) unrealized performance allocations and related compensation and benefit expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities or (v) certain non-cash items, such as contingent reserves.

While TPG and Angelo Gordon believe that the inclusion or exclusion of the aforementioned U.S.

GAAP income statement items provides investors with a meaningful indication of core operating performance, the use of DE without consideration of the related U.S.

GAAP measures is not adequate due to the adjustments described herein.

This measure supplements U.S.

GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S.

After-Tax Distributable Earnings .

After-tax DE is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income taxes.

We use it to assess how income tax expense affects amounts available to be distributed to holders of our Class A Shares and Common Unit holders.

After-tax DE differs from U.S.

GAAP net income computed in accordance with U.S.

GAAP in that it does not include the items described in the definition of DE herein;

however, unlike DE, it does reflect the impact of income taxes.

Income taxes, for purposes of determining After-tax DE, represent the total U.S.

GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on U.S.

GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within other liabilities in our Consolidated Statement of Financial Condition.

Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to TPG on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges.

We believe that including the amount currently payable under the Tax Receivable Agreement and utilizing the current income tax expense (benefit), as described above, when determining After-tax DE is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to stockholders.

TPG and Angelo Gordon believe that while the inclusion or exclusion of the aforementioned U.S.

GAAP income statement items provides investors with a meaningful indication of core operating performance, the use of After-tax DE without consideration of the related U.S.

GAAP measures is not adequate due to the adjustments described herein.

This measure supplements U.S.

GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S.

Fee-Related Earnings .

FRE is a supplemental performance measure and is used to evaluate our business and make resource deployment and other operational decisions.

FRE differs from net income computed in accordance with U.S.

GAAP in that it adjusts for the items included in the calculation of DE and also adjusts to exclude (i) realized performance allocations and related compensation expense, (ii) realized investment income from investments and financial instruments, (iii) net interest (interest expense less interest income), (iv) depreciation, (v) amortization and (vi) certain non-core income and expenses.

We use FRE to measure the ability of our business to cover compensation and operating expenses from fee revenues other than capital allocation-based income.

The use of FRE without consideration of the related U.S.

GAAP measures is not adequate due to the adjustments described herein.

Fee-Related Revenues .

Fee-related revenues is a component of FRE.

Fee-related revenues is comprised of (i) management fees, (ii) fee-related performance revenues, (iii) transaction, monitoring and other fees, net, and (iv) other income.

Fee-related performance revenues refers to incentive fees from perpetual capital vehicles that are:

(i) measured and expected to be received on a recurring basis and (ii) not dependent on realization events from the underlying investments.

Fee-related revenue differs from revenue computed in accordance with U.S.

GAAP in that it excludes certain reimbursement expense arrangements.

Refer to “Angelo Gordon Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations of Angelo Gordon—Reconciliation to U.S.

GAAP Measures” to the comparable line items on the combined statements of operations.

Fee-Related Expenses .

Fee-related expenses is a component of FRE.

Fee-related expenses differs from expenses computed in accordance with U.S.

GAAP in that it is net of certain reimbursement arrangements and does not include performance allocation compensation.

Fee-related expenses is used in our review of the business.

Refer to “Angelo Gordon Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations of Angelo Gordon—Reconciliation to U.S.

GAAP Measures” to the comparable line items on the combined statements of operations.

The following table sets forth the pro forma non-GAAP financial measures after Adjustments for the year ended December 31, 2023:

Year Ended December 31, 2023

Historical Pro Forma Adjustments

($ in thousands) TPG Inc.

Angelo Gordon Transaction Accounting Adjustments Notes Transaction Compensation Adjustments Notes Pro Forma

Non-GAAP Combined

Management fees $ 1,178,721 $ 401,193 $ (3,451) (6) $ — $ 1,576,463

Transaction, monitoring, and other fees, net 107,713 2,798 — — 110,511

Fee-related performance revenues 1,642 7,828 1,173 (5) — 10,643

Other income 49,178 (295) — — 48,883

Fee Related Revenues 1,337,254 411,524 (2,278) — 1,746,500

Cash-based compensation and benefits, net 452,270 327,246 — (92,720) (9) 686,796

Fee-related performance compensation 1,401 3,914 — — 5,315

Operating expenses, net 277,252 77,159 839 (1), (2) (4,887) (8) 350,363

Fee Related Expenses 730,923 408,319 839 (97,607) 1,042,474

Total Fee-Related Earnings $ 606,331 $ 3,205 $ (3,117) $ 97,607 $ 704,026

Realized performance allocations, net 74,027 85,038 — (39,713) (8) 119,352

Realized investment income and other, net (47,241) (48,037) — — (95,278)

Depreciation expense (6,589) (8,882) — — (15,471)

Interest expense, net 1,401 10,810 (23,505) (3), (4) — (11,294)

Distributable Earnings $ 627,929 $ 42,134 $ (26,622) $ 57,894 $ 701,335

Income taxes (42,623) (4,246) (794) (7) (2,963) (7) (50,626)

After-Tax Distributable Earnings $ 585,306 $ 37,888 $ (27,416) $ 54,931 $ 650,709

Notes to the Unaudited Pro Forma Non-GAAP Financial Measures

Transaction Accounting Adjustments

Relates to the removal of charges related to an insurance program of $1.3 million for the year ended December 31, 2023, that did not continue after the consummation of the Acquisition.

Relates to additional lease expense of $2.1 million as a result of the Acquisition.

Relates to the removal of interest expense of $1.7 million for the year ended December 31, 2023 for an Angelo Gordon credit facility that was repaid and terminated on September 25, 2023.

The Senior Unsecured Revolving Credit Facility carries an interest rate of 1 Month Term SOFR plus 110 basis points.

The impact of the adjustment is an increase to interest expense of $25.2 million for year ended December 31, 2023.

Relates to an increase to Fee-related performance revenues of $1.2 million for the year ended December 31, 2023 that would have been allocable to TPG as of January 1, 2023 for pro forma purposes.

Represents the reduction of management fee income related to a certain fund where the Company did not acquire 100% of the on-going management fee interests.

This arrangement results in a reduction of management fees of $3.5 million for the year ended December 31, 2023.

The TPG Operating Group has been and is expected to continue to be treated as partnerships for U.S.

federal and state income tax purposes.

Following the Acquisition, the income from the Acquired Interests allocable to TPG Inc.

from its partnership interest in the TPG Operating Group, will be subject to U.S.

federal income taxes in addition to state and local income taxes.

As a result, the pro forma non-GAAP financial measure incorporates the income tax effect in connection with the additional allocable income from the Acquired Interests and the transaction accounting adjustments attributable to TPG Inc.

at a blended statutory income tax rate of 23.0%.

The blended statutory income tax rate was calculated on a

pro forma basis, assuming the U.S.

federal rate currently in effect of 21% and the statutory income tax rates applicable to each state and local jurisdiction where we estimate our income will be taxable.

Transaction Accounting Adjustments - Compensation Related

As described in the summary of the Acquisition above, TPG issued unvested Common Units and RSUs to Angelo Gordon partners that are considered compensatory and not included in the Purchase Price.

Such offering of equity instruments was considered a separate transaction entered into by TPG and Angelo Gordon and is therefore presented separately from the Acquisition

Following the consummation of the Acquisition, TPG Operating Group received 20% of the performance allocations associated with the general partner entities of Angelo Gordon that TPG Operating Group retained an economic interest in.

TPG increased the share of performance allocations of certain partners and professionals from 45%-60% to approximately 80%.

The impact of this is a decrease in realized performance fees, net of $39.7 million for the year ended December 31, 2023 Within this amount, approximately $4.9 million represents cash amounts paid to certain legacy interest holders of Angelo Gordon, which were included within operating expenses, net during the year ended December 31, 2023.

This adjustment reflects the reduction of cash-based bonuses that were historically paid to Angelo Gordon partners within compensation and benefits, net, resulting in a decrease of $92.7 million for the year ended December 31, 2023.

After the Acquisition, the share of performance allocations for certain Angelo Gordon partners were increased to approximately 80%.

($ in thousands) Year Ended December 31, 2023

Total Pro Forma GAAP Net Loss $ (305,139)

Net income attributable to redeemable equity in Public SPACs (12,044)

Net income attributable to other non-controlling interests (8,630)

Amortization expense 97,268

Equity-based compensation expense 933,420

Unrealized performance allocations, net (114,014)

Unrealized investment income

Unrealized gains on derivatives

Income-tax expense (3,669)

Acquisition success fees

Non-recurring and other 7,428

Pro Forma After-tax Distributable Earnings $ 650,709

Income tax expense 50,626

Pro Forma Distributable Earnings $ 701,335

Realized performance fees, net (119,352)

Realized investment income and other, net 95,278

Depreciation expense 15,471

Interest expense, net 11,294

Total Pro Forma Fee-Related Earnings $ 704,026

Operating Metrics

We monitor certain operating metrics that are common to the asset management industry and that we believe provide important data regarding our business.

The following operating metrics do not include those of our former affiliate or other investments that will not be included in the TPG Operating Group.

We monitor certain operating metrics that are common to the alternative asset management industry and that we believe provide important data regarding our business.

The following operating metrics do not include other investments that are not included in the TPG Operating Group.

Assets Under Management

AUM represents the sum of (i) fair value of the investments and financial instruments held by our TPG funds managed by us, plus the capital that we are entitled to call from investors in those funds and co-investors, pursuant to the terms of their respective capital commitments, net of outstanding leverage, including capital commitments to funds that have yet to commence their investment periods;

(ii) the net asset value of our hedge funds;

(iii) the gross amount of assets (including leverage) for our mortgage REIT and collateralized fundraising vehicles;

and (iv) IPO proceeds held in trust, excluding interest, as well as forward purchase agreements and proceeds associated with the private investment in public equity related to our SPACs upon the consummation of a business combination.

Assets Under Management (“AUM”) represents the sum of:

fair value of the investments and financial instruments held by our private equity, credit and real estate funds (including fund-level asset-related leverage), other than as described below, as well as related co-investment vehicles managed or advised by us, plus the capital that we are entitled to call from investors in those funds and vehicles, pursuant to the terms of their respective capital commitments, net of outstanding leverage associated with subscription-related credit facilities, and including capital commitments to funds that have yet to commence their investment periods;

the gross amount of assets (including leverage where applicable) for our real estate investment trusts and BDCs;

the net asset value of certain of our hedge funds;

the aggregate par amount of collateral assets, including principal cash, for our collateralized loan obligation vehicles;

IPO proceeds held in trust, excluding interest, as well as forward purchase agreements and proceeds associated with the private investment in public equity related to our Public SPACs upon the consummation of a business combination.

Our definition of AUM is not based on any definition of AUM that may be set forth in the agreements governing the investment funds that we manage, or calculated pursuant to any regulatory definitions.

4 unchanged sentences

Balance as of Beginning of Period $ 135,034 $ 113,618 $ 89,526

Acquisition (1)

Capital Raised 15,743 30,024 20,456

Realizations (10,234) (14,017) (24,103)

Changes in Investment Value (1)

(1,135) (1,156) (872)

Changes in Investment Value and Other (3)

6,910 6,565 28,611

AUM as of end of period $ 221,623 $ 135,034 $ 113,618

(1) Changes in investment value consists of changes in fair value, capital invested and available capital and other investment activities, including the change in net asset value of our hedge funds.

(1) Represents AUM of TPG Angelo Gordon as of November 1, 2023.

(2) Outflows represent redemptions and withdrawals.

(3) Changes in Investment Value and Other consists of changes in fair value, capital invested, available capital, and net fund-level asset related leverage activity plus other investment activities, including MITT’s acquisition of the assets of Western Asset Mortgage Capital Corporation during December 2023.

The following table summarizes our AUM by platform as of December 31, 2023, 2022 and 2021:

As of December 31,

2023 2022 2021

2 unchanged sentences

Growth 26,516 23,138 21,960

Real Estate 19,503 12,678 10,380

Impact 19,079 16,429 13,549

TPG Angelo Gordon

TPG AG Credit 59,631 — —

TPG AG Real Estate 18,268 — —

Real Estate 17,940 19,503 12,678

Market Solutions 8,879 9,572 10,094

1 unchanged sentence

AUM increased from approximately $135.0 billion as of December 31, 2022 to approximately $221.6 billion as of December 31, 2023.

This increase was primarily attributable to the $75.3 billion of assets managed by TPG Angelo Gordon, which we acquired in November 2023.

During the year ended December 31, 2023, new capital of $15.7 billion was raised primarily attributable to TPG IX and THP II within the Capital platform, Growth VI within the Growth platform, Rise III within the Impact platform and TRECO within the Real Estate platform.

Realizations totaled $10.2 billion and were primarily attributable to TPG VI, TPG VIII, Asia VI and TPG AAF within the Capital platform and TREP III within the Real Estate platform.

AUM increased from approximately $113.6 billion as of December 31, 2021 to approximately $135.0 billion as of December 31, 2022.

During the year ended December 31, 2022, new capital of $30.0 billion was raised primarily attributable to TPG IX, Asia VIII and THP II within the Capital platform, TREP IV within the Real Estate platform and Rise III within the Impact platform.

1 unchanged sentence

AUM also increased due to portfolio appreciation of 8% recognized during the year ended December 31, 2022.

AUM increased from approximately $89.5 billion as of December 31, 2020 to approximately $113.6 billion as of December 31, 2021.

During the year ended December 31, 2021, new capital of $20.5 billion was raised primarily attributable to Rise Climate within the Impact platform, TTAD II and Growth V within the Growth platform, TAC+ within the Real Estate platform and AAF within the Capital platform.

Realizations totaled $25.4 billion and were primarily attributable to the Capital platform, including TPG VI, TPG VII and TPG VIII and Growth III within the Growth platform.

These were offset by portfolio appreciation of 38% recognized during the year ended December 31, 2021.

Fee Earning Assets Under Management

1 unchanged sentence

FAUM is the sum of all the individual fee bases that are used to calculate our management fees and differs from AUM in the following respects:

(i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which we are entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our private equity funds, are reflected based on capital commitments and invested capital as opposed to fair value because fees are generally not impacted by changes in the fair value of underlying investments.

(i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which the firm is entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our credit and real estate funds, have different methodologies for calculating management fees that are not based on the fair value of the respective funds’ underlying investments.

We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees.

5 unchanged sentences

Balance as of Beginning of Period $ 77,945 $ 60,094 $ 50,655

Acquisition (1)

Fee Earning Capital Raised (2)

9,005 23,769 10,443

Net Change in Actively Invested Capital (2)

Net Change in Investment Activity (3)

1,719 (215) (137)

(1,109) (1,150) (866)

Reduction in Fee Base of Certain Funds (5)

1 unchanged sentence

FAUM as of end of period $ 136,794 $ 77,945 $ 60,094

(1) Represents FAUM of TPG Angelo Gordon as of November 1, 2023.

(2) Fee Earning Capital Raised represents capital raised by our funds for which management fees calculated based on commitments were activated during the period.

(2) Net Change in Actively Invested Capital includes capital invested during the period, net of return of capital distributions and changes in net asset value of hedge funds.

(3) Net Change in Investment Activity includes capital called or invested during the period, net of return of capital distributions and changes in net asset value of hedge funds.

It also includes adjustments related to funds with a fee structure based on the lower of cost or fair value.

(4) Outflows represent redemptions and withdrawals.

(5) Reduction in Fee Base represents decreases in the fee basis for funds where the investment or commitment fee period has expired, and the fee base has reduced from commitment base to actively invested capital.

1 unchanged sentence

The following table summarizes our FAUM by platform as of December 31, 2023, 2022 and 2021:

As of December 31,

2023 2022 2021

1 unchanged sentence

Capital $ 38,972 $ 35,371 $ 26,208

Real Estate 13,324 6,235 5,904

Impact 12,739 10,801 4,439

Growth 12,339 10,830 10,514

Impact 13,727 12,739 10,801

TPG Angelo Gordon

TPG AG Credit 40,005 — —

TPG AG Real Estate 14,035 — —

Real Estate 11,298 13,324 6,235

Market Solutions 6,418 5,681 6,336

1 unchanged sentence

FAUM increased from $77.9 billion as of December 31, 2022 to $136.8 billion as of December 31, 2023.

The increase was primarily attributable to $51.6 billion of assets managed by TPG Angelo Gordon, which we acquired in November 2023.

This increase was also related to fee earning capital raised activity totaling $9.0 billion primarily attributable to the subsequent closings of TPG IX, Asia VIII and THP II within the Capital platform, which were activated during the third quarter of 2022, LSI and Growth VI within Growth platform, which were activated during the first and fourth quarters of 2023, respectively, and Rise III and TPG Next in the Impact platform, which were activated during the second quarter of 2022 and the fourth quarter of 2023, respectively.

These increases were partially offset by a $1.2 million decrease in actively invested capital related to TPG AAF.

For the year ended December 31, 2023, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.10%.

FAUM increased from $60.1 billion as of December 31, 2021 to $77.9 billion as of December 31, 2022.

The increase was related to fee earning capital raised activity totaling $23.8 billion primarily attributable to the activation of TPG IX, Asia VIII and THP II within the Capital platform, which were activated during the third quarter of 2022.

2 unchanged sentences

For the year ended December 31, 2022, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.35%.

FAUM increased from $50.7 billion as of December 31, 2020 to $60.1 billion as of December 31, 2021.

The increase was primarily attributable to the activation of Rise Climate, within the Impact platform during the third quarter of 2021, the activation of Growth V, within the Growth platform during the third quarter of 2020, and the acquisition of NewQuest offset by net change in actively invested capital of TPG VII within the Capital platform.

For the year ended December 31, 2021, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.30%.

Net Accrued Performance Allocations

Net accrued performance allocations represents both unrealized and undistributed performance allocations resulting from our general partner interests in our TPG funds.

The table below summarizes our net accrued performance allocations by fund vintage year and platform as of December 31, 2022 and 2021:

As of December 31,

Net Accrued Performance

Net accrued performance represents both unrealized and undistributed performance allocations and fee-related performance revenues resulting from our general partner interests in investment funds that we manage.

We believe this measure is useful to investors as it provides additional insight into the accrued performance to which the TPG Operating Group Common Unit holders are expected to receive.

The table below summarizes our net accrued performance by fund vintage year and platform as of December 31, 2023 and 2022:

($ in millions)

2017 & Prior $ 363 $ 298

Net Accrued Performance Allocations $ 643 $ 1,346

As of December 31,

Net Accrued Performance $ 891 $ 643

($ in millions)

1 unchanged sentence

Growth 185 162

Impact 107 62

TPG Angelo Gordon

TPG AG Credit 59 —

TPG AG Real Estate 97 —

Real Estate 12 30

Market Solutions 27 27

Net Accrued Performance Allocations $ 643 $ 1,346

Net accrued performance allocations were primarily comprised of TPG VII, TPG VIII, Asia VII and Growth IV as of December 31, 2022 and TPG VII, TPG VIII, Asia VI, Asia VII and Growth III as of December 31, 2021.

We also utilize Performance Allocation Generating AUM and Performance Allocation Eligible AUM as key metrics to understand AUM that could produce performance allocations.

Performance Allocation Generating AUM refers to the AUM of funds we manage that are currently above their respective hurdle rate or preferred return, and profit of such funds are being allocated to, or earned by, us in accordance with the applicable limited partnership agreements or other governing agreements.

Performance Allocation Eligible AUM refers to the AUM that is currently, or may eventually, produce performance allocations.

All funds for which we are entitled to receive a performance allocation or incentive fee are included in Performance Allocations Eligible AUM.

Performance Allocation Generating AUM totaled $85.3 billion and $78.0 billion as of December 31, 2022 and December 31, 2021, respectively.

Across our TPG funds, Performance Allocation Eligible AUM totaled $121.0 billion and $102.1 billion as of December 31, 2022 and December 31, 2021, respectively.

Net Accrued Performance $ 891 $ 643

Net accrued performance were primarily comprised of TPG VII, TPG VIII, THP I, Asia VII, Growth IV, Growth V, Rise I, Rise II and Rise Climate as of December 31, 2023 and TPG VII, TPG VIII, Asia VII and Growth IV as of December 31, 2022.

We also utilize Performance Generating AUM and Performance Eligible AUM as key metrics to understand AUM that could produce performance allocations or fee related performance revenues.

Performance Generating AUM refers to

the AUM of funds we manage that are currently above their respective hurdle rate or preferred return, and profit of such funds are being allocated to, or earned by, us in accordance with the applicable limited partnership agreements or other governing agreements.

Performance Eligible AUM refers to the AUM that is currently, or may eventually, produce performance allocations or fee-related performance revenues.

All funds for which we are entitled to receive a performance allocation incentive fee or fee-related performance revenue are included in Performance Eligible AUM.

Performance Generating AUM totaled $150.8 billion and $85.3 billion as of December 31, 2023 and December 31, 2022, respectively.

Across the investment funds that we manage, Performance Eligible AUM totaled $191.8 billion and $121.0 billion as of December 31, 2023 and December 31, 2022, respectively.

AUM Subject to Fee Earning Growth

AUM Subject to Fee Earning Growth represents capital commitments that when deployed have the ability to grow our fees through earning new management fees (AUM Not Yet Earning Fees) or when capital is invested and management fees can be charged at a higher rate (FAUM Subject to Step-Up).

AUM Not Yet Earning Fees represents the amount of capital commitments to TPG investment funds and co-investment vehicles that has not yet been invested or considered active, and as this capital is invested or activated, the fee-

paying portion will be included in FAUM.

FAUM Subject to Step-Up represents capital raised within certain funds where the management fee rate increases once capital is invested.

Subject to certain limitations, limited partners in these funds pay a lower fee on committed and undrawn capital.

As capital is drawn down for investments, the fees paid on that capital increases.

AUM Subject to Fee Earning Growth represents capital commitments that when deployed have the ability to grow our fees through earning new management fees (AUM Not Yet Earning Fees) or when management fees can be charged at a higher rate as capital is invested or for certain funds as management fee rates increase during the life of a fund (FAUM Subject to Step-Up).

AUM Not Yet Earning Fees represents the amount of capital commitments to TPG’s funds and co-investment vehicles that has not yet been invested or considered active, and as this capital is invested or activated, the fee-paying portion will be included in FAUM.

FAUM Subject to Step-Up represents capital raised within certain funds where the management fee rate increases once capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases.

FAUM Subject to Step-Up is included within FAUM.

The table below reflects AUM Subject to Fee Earning Growth by platform as of December 31, 2023, 2022 and 2021:

As of December 31,

2023 2022 2021

3 unchanged sentences

Growth 2,979 2,863 3,279

Market Solutions 1,573 1,056 1,108

Real Estate 1,172 1,201 255

Impact 173 939 258

TPG Angelo Gordon

TPG AG Credit 3,721 — —

TPG AG Real Estate 1,206 — —

Real Estate 2,720 1,172 1,201

Market Solutions 809 1,573 1,056

Total AUM Not Yet Earning Fees $ 14,052 $ 10,098 $ 6,848

1 unchanged sentence

Capital $ 1,565 $ 2,129 $ 1,865

TPG Angelo Gordon

TPG AG Credit 6,389 — —

TPG AG Real Estate 2,389 — —

Real Estate — 777 678

2 unchanged sentences

Total AUM Subject to Fee Earning Growth $ 24,395 $ 13,004 $ 9,391

As of December 31, 2023, AUM Not Yet Earning Fees was $14.1 billion, which primarily consisted of TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, TREP III and TAC+ within the Real Estate platform, MMDL V and Credit Solutions II within TPG AG Credit and Asia Realty IV and Japan Value within TPG AG Real Estate.

As of December 31, 2022, AUM Not Yet Earning Fees was $10.1 billion, which primarily consisted of TPG VII, TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, TAC+ within the Real Estate platform and TSCF within the Market Solutions platform.

As of December 31, 2021, AUM Not Yet Earning Fees was $6.8 billion, which primarily consisted of TPG VII within the Capital platform, TTAD II within the Growth platform, TAC+ within the Real Estate platform and TSCF within the Market Solutions platform.

Associated with FAUM Subject to Step-Up, management fee rates on undrawn commitments for these respective underlying TPG funds range between 0.75% and 1.00% and step-up to rates in the range of 1.25% and 1.75% after capital is invested.

FAUM Subject to Step-Up as of December 31, 2022 relates to TPG IX and THP II within the Capital platform and TREP III within the Real Estate platform.

FAUM Subject to Step-Up as of December 31, 2021 related to TPG VIII and THP I within the Capital platform and TREP III within the Real Estate platform.

Capital raised is the aggregate amount of capital commitments raised by TPG’s investment funds and co-investment vehicles during a given period, as well as IPO and forward purchase agreements associated with our Public SPACs and private investment in public equity upon the consummation of a business combination associated with one of our Public SPACs.

Associated with FAUM Subject to Step-Up, management fee rates on undrawn commitments for these respective underlying funds range between 0.05% and 1.70% and step-up to rates in the range of 0.25% and 1.75% after capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases.

FAUM Subject to Step-Up as of December 31, 2023 relates primarily to TPG IX within the Capital platform, MMDL IV, MMDL V and Credit Solutions II within TPG AG Credit and Realty Value XI and Asia Realty V within TPG AG Real Estate.

Capital Raised

Capital raised is the aggregate amount of subscriptions and capital raised by our investment funds and co-investment vehicles during a given period, as well as the senior and subordinated notes issued through the firm’s CLOs and equity raised through our perpetual vehicles.

We believe this measure is useful to investors as it measures access to capital across TPG and our ability to grow our management fee base.

The table below presents capital raised by platform for years ended December 31, 2022, 2021 and 2020:

The table below presents capital raised by platform for the years ended December 31, 2023, 2022 and 2021:

Year Ended December 31,

2 unchanged sentences

Capital $ 9,047 $ 15,319 $ 4,174

Real Estate 7,295 1,970 29

Impact 3,616 7,172 423

Growth 2,673 2,207 4,893

Impact 1,047 3,616 7,172

TPG Angelo Gordon

TPG AG Credit 694 — —

TPG AG Real Estate 370 — —

Real Estate 994 7,295 1,970

Market Solutions 918 1,587 2,247

Total Capital Raised $ 15,743 (1)

$ 30,024 $ 20,456

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Capital raised totaled approximately $15.7 billion for the year ended December 31, 2023.

This was primarily attributable to the fundraising activities of TPG IX, Asia VIII and THP II within the Capital platform, Rise III within the Impact platform, TREP IV within the Real Estate platform and TDM within the Growth platform during the year ended December 31, 2022.

This was primarily attributable to the fundraising activities of TPG IX and THP II within the Capital platform, Growth VI within the Growth platform, Rise III within the Impact platform and TRECO within the Real Estate platform during the year ended December 31, 2023.

Capital raised totaled approximately $30.0 billion for the year ended December 31, 2022.

This was attributable to the first closing of Rise Climate within the Impact platform, TTAD II and Growth V within the Growth platform, AAF within the Capital platform and TAC+ within the Real Estate platform during the year ended December 31, 2021.

Capital raised during 2020 was attributable to the closings TPG VIII and THP I within the Capital platform, Rise II within the Impact platform and TPG Pace within the Market Solutions platform.

Available Capital

Available capital is the aggregate amount of unfunded capital commitments that partners have committed to our funds and co-invest vehicles to fund future investments, as well as IPO and forward purchase agreement proceeds associated with our Public SPACs, and private investment in public equity commitments by investors upon the consummation of a business combination associated with our Public SPACs.

Available capital is reduced for investments completed using fund-level financing arrangements;

Available capital is the aggregate amount of unfunded capital commitments and recallable distributions that partners have committed to our funds and co-investment vehicles to fund future investments, as well as IPO and forward purchase agreement proceeds associated with our Public SPACs, and private investment in public equity commitments by investors upon the consummation of a business combination associated with our Public SPACs.

Available capital is reduced for investments completed using fund-level subscription-related credit facilities;

however, it is not reduced for investments that we have committed to make yet remain unfunded at the reporting date.

We believe this measure is useful to investors as it provides additional insight into the amount of capital that is available to our investment funds and co-investment vehicles to make future investments.

The table below presents available capital by platform as of as of December 31, 2022, 2021 and 2020:

As of December 31,

The table below presents available capital by platform as of December 31, 2023, 2022 and 2021:

2023 2022 2021

1 unchanged sentence

Capital $ 17,056 $ 19,759 $ 10,696

Real Estate 8,193 2,278 2,538

Impact 7,697 7,951 2,441

Growth 5,021 4,211 4,943

Impact 4,761 7,697 7,951

TPG Angelo Gordon

TPG AG Credit 7,087 — —

TPG AG Real Estate 7,344 — —

Real Estate 8,370 8,193 2,278

Market Solutions 1,683 3,098 2,552

1 unchanged sentence

Available capital increased from approximately $43.0 billion as of December 31, 2022 to approximately $51.3 billion as of December 31, 2023.

The increase was attributable to capital raised in TPG IX, Asia VIII and THP II within the Capital platform, TREP IV within the Real Estate platform, and Rise III within the Impact platform, partially offset by capital invested in TPG VIII within the Capital platform and Rise Climate within the Impact platform.

The change was attributable to the $14.4 billion of available capital for TPG Angelo Gordon, which we acquired in November 2023.

Available capital for TPG AG Credit related to MMDL V and Essential Housing II within TPG AG Credit and Realty Value XI, Europe Realty IV and Asia Realty V within TPG AG Real Estate.

Available capital also increased due to fundraising activities of THP II within the Capital platform, Growth VI within the Growth platform and TRECO within the Real Estate platform during the year ended December 31, 2023.

These increases were partially offset by capital invested in TPG IX and Asia VIII within the Capital platform, Growth V within the Growth platform, Rise Climate within the Impact platform and TREP IV within the Real Estate platform.during the year ended December 31, 2023.

Available capital increased from approximately $28.4 billion as of December 31, 2021 to approximately $43.0 billion as of December 31, 2022.

The increase was attributable to capital raised in Rise Climate within the Impact platform and TTAD II in the Growth platform and TAC + within the Real Estate platform, partially offset by capital invested in TPG VIII within the Capital platform.

Capital Invested

Capital invested is the aggregate amount of capital invested during a given period by TPG’s investment funds, co-investment vehicles and SPACs in conjunction with the completion of a business combination.

It excludes hedge fund activity.

Capital invested includes investments made using investment financing arrangements like credit facilities, as applicable.

Capital invested is the aggregate amount of capital invested during a given period by our investment funds, co-investment vehicles, CLOs, as well as SPACs in conjunction with the completion of a business combination and increases in gross assets of certain perpetual funds.

It excludes certain hedge fund activity, but includes investments made using investment financing arrangements like credit facilities, as applicable.

We believe this measure is useful to investors as it measures capital deployment across the firm.

The table below presents capital invested by platform for the years ended December 31, 2023, 2022 and 2021:

3 unchanged sentences

Capital $ 9,988 $ 6,250 $ 10,624

Impact 3,667 1,711 556

Growth 2,198 3,123 3,333

Impact 3,909 3,667 1,711

TPG Angelo Gordon

TPG AG Credit 3,081 — —

TPG AG Real Estate 322 — —

Real Estate 1,840 2,954 4,537

1 unchanged sentence

Capital Invested $ 22,217 (1)

$ 16,553 $ 21,639

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Capital invested was $22.2 billion for the year ended December 31, 2023, which was primarily attributable to TPG IX, Asia VIII and THP II within the Capital platform, Growth V within the Growth platform, Rise Climate within the Impact platform, TREP IV within the Real Estate platform and MITT within TPG AG Credit.

Capital invested was $16.6 billion for the year ended December 31, 2022 which was primarily attributable to TPG VIII within the Capital platform, Rise Climate within the Impact platform, TTAD II within the Growth platform and TRTX within the Real Estate platform.

Capital invested increased to $21.6 billion for the year ended December 31, 2021 compared to $9.9 billion for the year ended December 31, 2020, which was primarily attributable to TPG VIII and AAF within the Capital platform, TRTX within the Real Estate platform, Growth V within the Growth platform, Rise II within the Impact platform, and TPG Pace within the Market Solutions platform.

Realizations represent the aggregate investment proceeds generated by our TPG investment funds and co-investment vehicles and Public SPACs in conjunction with the completion of a business combination.

Realizations represent distributions sourced from proceeds from the disposition of investments and current income, in addition to investment proceeds from Public SPACs in conjunction with the completion of a business combination.

The table below presents realizations by platform for the years ended December 31, 2023, 2022 and 2021:

3 unchanged sentences

Capital $ 6,271 $ 9,782 $ 15,773

Real Estate 2,573 3,022 1,830

Growth 750 2,223 4,423

Impact 301 548 1,131

TPG Angelo Gordon

TPG AG Credit 641 — —

TPG AG Real Estate 293 — —

Real Estate 1,703 1,060 1,736

Market Solutions 275 404 1,040

Total Realizations $ 10,234 (1)

$ 14,017 $ 24,103

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Realizations were $10.2 billion for the year ended December 31, 2023 compared to $14.0 billion for the year ended December 31, 2022.

This was primarily attributable to a lower pace of realization activities in TPG VII within the Capital platform and Growth IV within the Growth platform, partially offset by higher realizations in TPG AAF and TPG VI within the Capital platform during the year ended December 31, 2023.

Realizations were $14.0 billion for the year ended December 31, 2022 compared to $24.1 billion for the year ended December 31, 2021.

This was primarily attributable to lower realization activities during the year ended December 31, 2022 in TPG VII, TPG VIII, Asia VII and THP I within the Capital platform, Growth IV and TTAD I within the Growth platform and TRTX and TREP III within the Real Estate platform.

Realizations totaled $25.4 billion for the year ended December 31, 2021 compared to $10.7 billion for the year ended December 31, 2020.

This was primarily attributable to a higher pace of realization activities in TPG VI and TPG VII within the Capital platform and Growth III within the Growth platform.

Fund Performance Metrics

Fund performance information for our investment funds as of December 31, 2023 is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented.

These fund performance metrics do not include co-investment vehicles.

These fund performance metrics do not include co-investment vehicles, SMAs or certain other legacy or discontinued funds.

Additionally, these fund performance metrics exclude the firm’s CLOs and real estate investment trusts.

The fund return information for individual funds reflected in this discussion and analysis is not necessarily indicative of our firmwide performance and is also not necessarily indicative of the future performance of any particular fund.

3 unchanged sentences

See “Item 1A.Risk Factors—Risks Related to Our Business—Our funds’ historical returns should not be considered as indicative of our or our funds’ future results or of any returns expected on an investment in our Class A common stock.”

The following tables reflect the performance of our funds as of December 31, 2022:

The following tables reflect the performance of our selected funds as of December 31, 2023 ($ in millions):

Fund Vintage Year (1)

6 unchanged sentences

Gross MoM (7)

Investor Net MoM (9)

($ in millions)

Capital Funds

8 unchanged sentences

TPG VIII 2019 11,505 10,737 3,264 15,438 18,702 37 % 1.7x 25 % 1.5x

TPG IX 2022 8,876 513 — 595 595 NM NM NM NM

TPG IX 2022 12,014 4,662 — 5,225 5,225 225 % 1.2x 39 % 1.0x

Capital Funds 81,841 73,577 112,996 25,366 138,362 23 % 1.9x 15 % 1.6x

6 unchanged sentences

Asia VII 2017 4,630 4,522 2,341 5,652 7,993 21 % 1.7x 14 % 1.4x

Asia VIII 2022 3,428 321 — 321 321 NM NM NM NM

Asia VIII 2022 4,319 2,022 — 2,375 2,375 686 % 1.2x 129 % 1.1x

Asia Funds 18,833 16,154 20,271 11,698 31,969 20 % 2.0x 14 % 1.7x

1 unchanged sentence

THP I 2019 2,704 2,405 840 2,978 3,818 33 % 1.6x 19 % 1.3x

THP II 2022 1,956 225 — 261 261 NM NM NM NM

THP II 2022 3,576 1,093 — 1,294 1,294 339 % 1.3x 85 % 1.1x

Healthcare Funds 6,280 3,498 840 4,272 5,112 35 % 1.5x 20 % 1.3x

3 unchanged sentences

Continuation Vehicles 1,524 1,521 2,720 182 2,902 37 % 1.9x 31 % 1.7x

Capital (excl-Legacy (15) )

102,829 87,596 131,463 36,488 167,951 23 % 2.0x 15 % 1.7x

TES I 2016 303 206 215 165 380 28 % 1.8x 19 % 1.5x

Capital 103,132 87,802 131,678 36,653 168,331 23 % 2.0x 15 % 1.7x

Fund Vintage Year (1)

Capital Committed (2)

Capital Invested (3)

Realized Value (4)

Unrealized Value (5)

Total Value (6)

Gross IRR (7)

Gross MoM (7)

Investor Net MoM (9)

($ in millions)

STAR 2007 1,264 1,259 1,865 42 1,907 13 % 1.5x 6 % 1.3x

4 unchanged sentences

Growth V 2020 3,558 3,225 403 4,375 4,778 29 % 1.5x 18 % 1.3x

Growth VI 2023 1,112 144 — 144 144 NM NM NM NM

Growth Funds 15,568 14,481 14,284 12,963 27,247 20 % 1.9x 14 % 1.6x

TDM 2017 1,326 443 — 1,029 1,029 28 % 2.3x 23 % 2.0x

Tech Adjacencies Funds

2 unchanged sentences

Tech Adjacencies Funds 4,772 3,260 1,004 3,605 4,609 22 % 1.4x 16 % 1.3x

Growth (excl-Legacy (15) )

20,319 16,928 14,692 15,871 30,563 21 % 1.9x 15 % 1.6x

Biotech III 2008 510 468 979 355 1,334 17 % 2.9x 12 % 2.2x

Biotech IV 2012 106 99 121 3 124 7 % 1.3x 2 % 1.1x

Biotech V 2016 88 81 27 54 81 — % 1.0x (4) % 0.9x

ART 2013 258 242 27 239 266 2 % 1.1x (2) % 0.9x

Growth 21,281 17,818 15,846 16,522 32,368 20 % 1.9x 14 % 1.6x

TDM 2017 1,326 571 — 1,142 1,142 20 % 2.0x 16 % 1.7x

LSI 2023 367 84 — 84 84 NM NM NM NM

Fund Vintage Year (1)

Capital Committed (2)

Capital Invested (3)

Realized Value (4)

Unrealized Value (5)

Total Value (6)

Gross IRR (7)

Gross MoM (7)

The Rise Funds

1 unchanged sentence

Rise II 2020 2,176 1,973 128 2,817 2,945 25 % 1.5x 16 % 1.3x

Rise III 2022 2,034 358 — 358 358 NM NM NM NM

Rise III 2022 2,700 1,103 5 1,261 1,266 98 % 1.2x (2 %) 1.0x

The Rise Funds 6,982 5,072 1,451 6,589 8,040 22 % 1.6x 14 % 1.3x

2 unchanged sentences

Rise Climate 2021 7,268 4,579 208 5,839 6,047 54 % 1.4x 27 % 1.2x

TPG NEXT (19)

2022 510 — — — — NM NM NM NM

Impact 15,048 6,846 1,778 8,019 9,797 25 % 1.5x 15 % 1.3x

TPG NEXT 2023 510 3 — 3 3 NM NM NM NM

TPG Real Estate Partners

2 unchanged sentences

TREP III 2018 3,722 4,151 2,630 2,606 5,236 14 % 1.3x 9 % 1.2x

TREP IV 2022 6,820 555 9 546 555 NM NM NM NM

TREP IV 2022 6,820 1,708 208 1,481 1,689 (14 %) 0.9x (63 %) 0.5x

TPG Real Estate Partners 13,685 8,648 7,427 4,147 11,574 21 % 1.5x 13 % 1.3x

TRTX 2014 1,916 14 NM NM NM NM NM NM NM NM

TAC+ 2021 1,797 916 98 815 913 (1 %) 1.0x (4 %) 0.9x

Real Estate 17,398 8,203 6,105 5,177 11,282 24 % 1.5x 16 % 1.3x

Fund Vintage Year (1)

Capital Committed (2)

Capital Invested (3)

Realized Value (4)

Unrealized Value (5)

Total Value (6)

Gross IRR (7)

Gross MoM (7)

Investor Net MoM (9)

($ in millions)

TRECO 378 — — — — NM NM NM NM

Market Solutions

TPEP Long/Short NM NM NM NM 2,249 NM NM (13)

TPEP Long Only NM NM NM NM 1,653 NM NM (13)

TSCF 2021 1,108 186 13 162 175 (6) % 0.9x (8) % 0.9x

2022 455 88 — 88 88 NM NM NM NM

TPG TIGER (18)

2022 300 8 — 7 7 NM NM NM NM

TPG TIGER 2 (19)

2022 130 — — — — NM NM NM NM

NewQuest Funds

NewQuest I (11)

8 unchanged sentences

2022 502 272 7 344 351 NM NM NM NM

Market Solutions (12)

4,612 2,217 1,812 5,840 3,750 37 % 1.8x 25 % 1.5x

Discontinued Funds (16)

5,870 4,103 5,303 — 5,303 7 % 1.3x 3 % 1.1x

Total (excl-Legacy (15) and Discontinued Funds (16 ))

NewQuest Funds 2,743 2,327 1,964 2,017 3,981 35 % 1.8x 23 % 1.5x

2022 749 272 — 295 295 NM NM NM NM

TPG Angelo Gordon

Credit Solutions

Credit Solutions I 2019 1,805 1,801 1,475 1,156 2,631 17 % 1.5x 13 % 1.4x

Credit Solutions I Dislocation A 2020 909 602 795 — 795 34 % 1.3x 27 % 1.3x

Credit Solutions I Dislocation B 2020 308 176 211 — 211 28 % 1.2x 21 % 1.2x

Credit Solutions II 2021 3,134 2,559 245 2,655 2,900 16 % 1.1x 11 % 1.1x

Credit Solutions II Dislocation A 2022 1,310 868 5 1,001 1,006 34 % 1.2x 25 % 1.1x

Credit Solutions 7,466 6,006 2,731 4,812 7,543 19 % 1.3x 14 % 1.2x

Essential Housing

Essential Housing I 2020 642 456 470 102 572 15 % 1.3x 12 % 1.2x

Essential Housing II 2021 2,534 1,071 59 1,112 1,171 14 % 1.1x 10 % 1.1x

Essential Housing 3,176 1,527 529 1,214 1,743 14 % 1.2x 11 % 1.1x

Structured Credit & Specialty Finance

ABC Fund 2021 1,005 653 29 709 738 17 % 1.1x 13 % 1.1x

Structured Credit & Specialty Finance 1,005 653 29 709 738 17 % 1.1x 13 % 1.1x

Fund Vintage Year (1)

Capital Committed (2)

Capital Invested (3)

Realized Value (4)

Unrealized Value (5)

Total Value (6)

Gross IRR (7)

Gross MoM (7)

Middle Market Direct Lending (12)

MMDL I 2015 $ 594 $ 572 $ 846 $ — $ 846 14 % 1.6x 10 % 1.4x

MMDL II 2016 1,580 1,563 1,684 608 2,292 14 % 1.6x 11 % 1.5x

MMDL III 2018 2,751 2,548 1,929 1,648 3,577 14 % 1.5x 10 % 1.4x

MMDL IV 2020 2,671 2,522 457 2,713 3,170 16 % 1.3x 12 % 1.3x

MMDL IV Annex 2021 797 672 69 700 769 15 % 1.2x 11 % 1.2x

MMDL V 2022 1,972 603 6 668 674 18 % 1.2x 14 % 1.2x

Middle Market Direct Lending 10,365 8,480 4,991 6,337 11,328 15 % 1.5x 11 % 1.4x

Realty I 1994 30 30 65 — 65 27 % 2.2x 20 % 1.9x

Realty II 1995 33 33 81 — 81 31 % 2.4x 22 % 2.2x

Realty III 1997 61 94 120 — 120 5 % 1.3x 3 % 1.3x

Realty IV 1999 255 332 492 — 492 11 % 1.5x 8 % 1.5x

Realty V 2001 333 344 582 — 582 32 % 1.7x 26 % 1.6x

Realty VI 2005 514 558 657 — 657 5 % 1.2x 3 % 1.1x

Realty VII 2007 1,257 1,675 2,543 1 2,544 17 % 1.7x 12 % 1.5x

Realty VIII 2011 1,265 2,129 2,758 213 2,971 16 % 1.7x 11 % 1.5x

Realty IX 2015 1,329 1,972 2,171 314 2,485 9 % 1.4x 5 % 1.3x

Realty Value X 2018 2,775 4,312 3,492 2,101 5,593 20 % 1.4x 13 % 1.3x

Realty Value XI 2022 2,558 1,284 389 998 1,387 20 % 1.1x (3 %) 1.0x

Realty 10,410 12,763 13,350 3,627 16,977 15 % 1.5x 10 % 1.3x

Core Plus Realty

Core Plus Realty I 2003 534 532 876 — 876 20 % 1.6x 18 % 1.5x

Core Plus Realty II 2006 794 1,112 1,456 — 1,456 11 % 1.4x 8 % 1.3x

Core Plus Realty III 2011 1,014 1,420 2,231 — 2,231 23 % 1.8x 19 % 1.6x

Core Plus Realty IV 2015 1,308 1,994 1,988 359 2,347 6 % 1.3x 3 % 1.2x

Core Plus Realty 3,650 5,058 6,551 359 6,910 15 % 1.5x 11 % 1.4x

Asia Real Estate

Asia Realty I 2006 526 506 645 — 645 6 % 1.3x 3 % 1.2x

Asia Realty II 2010 616 602 1,071 — 1,071 24 % 1.8x 17 % 1.6x

Asia Realty III 2015 847 844 969 244 1,213 14 % 1.5x 9 % 1.3x

Asia Realty IV 2018 1,315 1,245 747 1,117 1,864 20 % 1.5x 13 % 1.4x

Asia Realty V 2022 1,854 326 17 346 363 NM NM NM NM

Asia Realty 5,158 3,523 3,449 1,707 5,156 13 % 1.5x 9 % 1.3x

Japan Value (13)

2023 398 15 — 17 17 NM NM NM NM

Japan Value 398 15 — 17 17 NM NM NM NM

Europe Real Estate

Europe Realty I 2014 570 1,184 1,709 15 1,724 24 % 2.0x 17 % 1.7x

Europe Realty II 2017 843 1,657 1,489 787 2,276 12 % 1.5x 9 % 1.4x

Europe Realty III (14)

2019 1,515 1,784 582 1,236 1,818 14 % 1.3x 9 % 1.2x

Total $ 167,341 $ 126,989 $ 162,522 $ 72,211 $ 230,831 22 % 1.9x 14 % 1.6x

Europe Realty IV (14)

2023 1,163 36 — 36 36 NM NM NM NM

Europe Realty 4,091 4,661 3,780 2,074 5,854 17 % 1.6x 12 % 1.4x

Net Lease Realty I 2006 159 209 457 — 457 18 % 2.4x 14 % 2.2x

Net Lease Realty II 2010 559 1,060 1,854 — 1,854 16 % 2.4x 11 % 2.0x

Net Lease Realty III 2013 1,026 2,352 2,202 1,002 3,204 12 % 1.8x 8 % 1.5x

Net Lease Realty IV 2019 997 1,736 1,132 795 1,927 10 % 1.2x 6 % 1.1x

Net Lease Realty V 99 — — — — NM NM NM NM

Net Lease 2,840 5,357 5,645 1,797 7,442 15 % 1.8x 10 % 1.5x

The following table reflects the performance of our significant perpetual funds as of December 31, 2023 ($ in millions):

Fund Vintage Year (1)

AUM Total Return (10)

Market Solutions

TPEP Long/Short (15)

2013 $ 2,099 126 %

TPEP Long Only (15)

2013 1,915 39 %

TPG Angelo Gordon

Credit Solutions

Corporate Credit Opportunities (16)

1988 333 10 %

Structured Credit & Specialty Finance

MVP Fund (17)

2009 5,883 12 %

Middle Market Direct Lending

2022 1,478 9 %

MMDL Evergreen 2022 698 NM

Multi-Strategy

Super Fund (17)

Past performance is not indicative of future results.

(1) Vintage Year, with respect to an investment or group of investments, as applicable, represents the year such investment, or the first investment in such a group, was initially consummated by the fund.

For follow-on investments, Vintage Year represents the year that the fund’s first investment in the relevant company was initially consummated.

Vintage Year, with respect to a fund, represents the year in which the fund consummated its first investment (or, if earlier, received its first capital contributions from investors).

We adopted this standard for fund Vintage Year to better align with current market and investor benchmarking practices.

For consistency with prior reporting, however, the Vintage Year classification of any fund that held its initial closing before 2018 remains unchanged and represents the year of such fund’s initial closing.

“NM” signifies that the relevant data would not be meaningful.

Performance metrics are generally deemed “NM” when, among other reasons, there has been limited time since initial investment.

Performance metrics generally exclude amounts attributable to the fund’s general partner, its affiliated entities and “friends-of-the-firm” entities that generally pay no or reduced management fees and performance allocations.

These metrics also represent an average of returns for all included investors and do not necessarily reflect the actual return of any particular investor.

Amounts shown are in U.S.

Unless otherwise noted, when an investment is made in another currency, (i) Capital Invested is calculated using the exchange rate at the time of the investment, (ii) Unrealized Value is calculated using the exchange rate at the period end and (iii) Realized Value reflects actual U.S.

dollar proceeds to the fund.

(1) Vintage Year represents the year in which the fund consummated its first investment (or, if earlier, received its first capital contributions from investors).

For platforms other than TPG Angelo Gordon, for consistency with prior reporting, however, the Vintage Year classification of any fund that held its initial closing before 2018 represents the year of such fund’s initial closing.

(2) Capital Committed represents the amount of inception to date commitments a particular fund has received.

(3) Capital Invested, with respect to an investment or group of investments, as applicable, represents cash outlays by the fund for such investment or investments (whether funded through investor capital contributions or borrowing under the fund’s credit facility), including capitalized expenses and unrealized bridge loans allocated to such investment or investments.

Capital Invested may be reduced after the date of initial investment as a result of sell-downs.

This does not include proceeds eligible for recycling under fund limited partnership agreements.

Capital Invested does not include interest expense on borrowing under the fund’s credit facility.

(4) Realized Value, with respect to an investment or group of investments, as applicable, represents total cash received or earned by the fund in respect of such investment or investments through the quarter end, including all interest, dividends and other proceeds.

Receipts are recognized when cash proceeds are received or earned.

Proceeds from an investment that is subject to pending disposition are not included in Realized Value and remain in Unrealized Value until the disposition has been completed and cash has been received.

Similarly, any proceeds from an investment that is pending liquidation, or a similar event are not included in Realized Value until the liquidation or similar event has been completed.

In addition, monitoring, transaction and other fees are not included in Realized Value but are applied to offset management fees to the extent provided in the fund’s partnership agreement.

(5) Unrealized Value, with respect to an investment in a publicly traded security, is based on the closing market price of the security as of the quarter end on the principal exchange on which the security trades, as adjusted by the general partner for any restrictions on disposition.

Unrealized Value, with respect to an investment that is not a publicly traded security, represents the general partner’s estimate of the unrealized fair value of the fund’s investment, assuming a reasonable period of time for liquidation of the investment, and taking into consideration the financial condition and operating results of the portfolio company, the nature of the investment, applicable restrictions on marketability, market conditions, foreign currency exposures and other factors the general partner may deem appropriate.

Where applicable, such estimate has been adjusted from cost to reflect (i) company performance relative to internal performance markers and the performance of comparable companies;

(ii) market performance of comparable companies;

and (iii) recent, pending or proposed transactions involving us, such as recapitalizations, initial public offerings or mergers and acquisitions.

Given the nature of private investments, valuations necessarily entail a degree of uncertainty and/or subjectivity.

There can be no assurance that expected transactions will actually occur or that performance markers will be achieved, and therefore actual value may differ from such estimated value and these differences may be material and adverse.

Except as otherwise noted, valuations are as of the quarter end.

(6) Total Value, with respect to an investment or group of investments, as applicable, is the sum of Realized Value and Unrealized Value of such investment or investments.

(7) Gross IRR and Gross MoM are calculated by adjusting Net IRR and Investor Net MoM to generally approximate investor performance metrics excluding management fees, fund expenses (other than interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments) and performance allocations.

With respect to interest expense and other fees arising from amounts borrowed under

the fund’s credit facility to fund investments, we have assumed that investor capital contributions were made in respect thereof as of the midpoint of each relevant quarter in which such amounts were incurred.

We have further assumed that distributions to investors occurred in the middle of the month in which the related proceeds were received by the fund.

Like the Net IRR, Gross IRR and Gross MoM (i) do not reflect the effect of taxes borne, or to be borne, by investors and (ii) excludes amounts attributable to the fund’s general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations.

Such Gross IRR and Gross MoM represent an average of returns for all included investors and does not necessarily reflect the actual return of any particular investor.

Gross IRR and Gross MoM are an approximation calculated by adjusting historical data using estimates and assumptions that we believe are appropriate for the relevant fund, but that inherently involve significant judgment.

For funds that engaged in de minimis or no fund-level borrowing, Gross IRR is the discount rate at which (i) the present value of all Capital Invested in an investment or investments is equal to (ii) the present value of all realized and unrealized returns from such investment or investments.

In this scenario, Gross IRR, with respect to an investment or investments, has been calculated based on the time that capital was invested by the fund in such investment or investments and that distributions were received by the fund in respect of such investment or investments, regardless of when capital was contributed to or distributed from the fund.

Gross IRR does not reflect the effect of management fees, fund expenses, performance allocations or taxes borne, or to be borne, borne, by investors in the fund and would be lower if it did.

For funds that engaged in de minimis or no fund-level borrowing, Gross MoM represents the multiple-of-money on capital invested by the fund for an investment or investments and is calculated as Total Value divided by Capital Invested (i.e., cash outlays by the fund for such investment or investments, whether funded through investor capital contributions or borrowing under the fund’s credit facility).

Gross MoM is calculated on a gross basis and does not reflect the effect of management fees, fund expenses, performance allocations or taxes borne, or to be borne, by investors in the fund, and would be lower if it did.

(8) Net IRR represents the compound annualized return rate (i.e., the implied discount rate) of a fund, which is calculated using investor cash flows in the fund, including cash received from capital called from investors, cash distributed to investors and the investors’ ending capital balances as of the quarter end.

Certain of our newer vintage funds are actively fundraising and capital committed is subject to change.

(3) Capital Invested represents cash outlays by the fund for its investments, whether funded through investor capital contributions or borrowing under the fund’s credit facility.

For TPG AG Credit funds, Capital Invested represents inception-to-date investor contributed capital net of returned contributions, excluding borrowings under the fund’s credit facility.

(4) Realized Value represents total cash received or earned by the fund in respect of such investment or investments through the period end, including all interest, dividends and other proceeds.

For TPG AG Credit funds, Realized Value represents inception-to-date capital distributed by the fund, including any performance distributions net of recalled distributions, if any.

(5) Unrealized Value, with respect to an investment in a publicly traded security, is based on the closing market price of the security as of the period end on the principal exchange on which the security trades, as adjusted by the general partner for any restrictions on disposition.

Unrealized Value, with respect to an investment that is not a publicly traded security, represents the general partner’s estimate of the unrealized fair value of the fund’s investment.

Unrealized Value, with respect to TPG AG Credit funds, represents the ending NAV for such fund, which is the period end ending capital balances of the investors and general partner.

Valuations entail a degree of subjectivity, and therefore actual value may differ from such estimated value and these differences may be material and adverse.

Except as otherwise noted, valuations are as of the period end.

(6) Total Value is the sum of Realized Value and Unrealized Value of investments.

(7) Gross IRR and Gross MoM represent investment level performance by the fund and incorporates the impact of fund level credit facilities, to the extent utilized by the fund.

Gross IRR and Gross MoM are calculated by adjusting Net IRR and Net MoM to generally approximate investor performance metrics excluding management fees, fund expenses (other than interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments) and performance allocations.

Gross IRR is the discount rate at which (i) the present value of all Capital Invested in an investment or investments is equal to (ii) the present value of all realized and unrealized returns from such investment or investments.

Gross IRR and Gross MoM for TPG AG Credit funds are calculated at the fund level and do not consider the impact of credit facilities and exclude fund expenses.

Net IRR is the discount rate at which (i) the present value of all capital contributed by investors to the fund (which excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital) is equal to (ii) the present value of all cash distributed to investors and the investors’ ending capital balances.

Net IRR reflects the impact of management fees, fund expenses (including interest expense arising from amounts borrowed under the fund’s credit facility) and performance allocations, but does not reflect the effect of taxes borne, or to be borne, by investors.

The Net IRR calculation assumes that investor contributions and distributions occurred in the middle of the month in which they were made.

The Net IRR calculation excludes amounts attributable to the general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations.

Net IRR represents an average return for all included investors, including those that pay reduced management fees and/or carried interest, and does not necessarily reflect the actual return of any particular investor.

An actual investor that paid management fees and/or carried interest at rates higher than the average would have a lower individual Net IRR.

In addition, management fees, fund expenses and carried interest differ from fund to fund, and therefore the impact of such amounts in a particular fund should not be assumed to reflect the impact such amounts would have on any other fund, including in respect of any fund in which a prospective investor is considering an investment.

Net IRR for a platform does not include the cash flows for funds that are not currently presenting a Net IRR to their investors.

(9) Investor Net MoM, with respect to a fund, represents the multiple-of-money on contributions to the fund by investors.

Investor Net MoM is calculated as the sum of cash distributed to investors and the investors’ ending capital balances as of the quarter end, divided by the amount of capital contributed to the fund by investors (which amount excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital).

Investor Net MoM reflects the impact of management fees, fund expenses (including interest expense arising from amounts borrowed under the fund’s credit facility) and performance allocations, but does not reflect the effect of taxes borne, or to be borne, by investors.

The Investor Net MoM calculation excludes amounts attributable to the fund’s general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations.

Investor Net MoM represents an average multiple-of-money for all included investors and does not necessarily reflect the actual return of any particular investor.

An actual investor that paid management fees and/or carried interest at rates higher than the average would have a lower individual net MoM.

(10) “NM” signifies that the relevant data would not be meaningful.

Performance metrics are generally deemed “NM” for an investment or group of investments when, among other reasons, a fund is in its initial period of operation, or the holding period of the investment or investments is in its initial period of holding, which in each case we typically determine to mean up to twelve months, or the investment or investments do not have a significant cost basis.

IRR metrics are generally deemed “NM” prior to the fund calling capital for the applicable investment(s).

(11) Amounts shown are in US dollars.

When an investment is made in another currency, (i) Capital Invested is calculated using the exchange rate at the time of the investment, (ii) Unrealized Value is calculated using the exchange rate at the quarter end and (iii) Realized Value reflects actual US dollar proceeds to the fund.

A fund may enter into foreign currency hedges in connection with an investment made in a currency other than US dollars.

Capital Invested with respect to such investment includes the cost of establishing foreign currency hedges.

For hedges entered into to facilitate payment of the purchase price for an investment, gains or losses on such hedges are applied, respectively, to reduce or increase Capital Invested with respect to such investment.

Thereafter during the life of such investment, (i) Capital Invested includes any inception-to-date net realized losses on such hedges, (ii) Unrealized Value includes the unrealized fair value of such hedges as estimated by the general partner and (iii) Realized Value includes any inception-to-date net realized gain on such hedges.

For hedges entered into in anticipation of receipt of exit proceeds, (i) losses on such hedges are first applied to offset exit proceeds, with any remaining losses applied to increase Capital Invested and (ii) gains on such hedges are first applied to reverse any inception-to-date net realized losses that were previously included in Capital Invested, with any remaining gains applied to increase Realized Value.

Where a foreign currency hedge is implemented as part of the investment structure below the fund, such hedge is similarly reflected in Capital Invested and Realized Value to the extent that there are corresponding cash outflows from and inflows to the fund in respect of such hedge, and otherwise is included in Unrealized Value.

(12) Our special purpose acquisition companies (“SPACs”) which include Pace Holdings Corp., TPG Pace Holdings Corp., TPG Pace Tech Opportunities Corp., TPG Pace Beneficial Finance Corp., TPG Pace Energy Holdings Corp., TPG Pace Solutions Corp., TPG Pace Beneficial II Corp.

and AfterNext HealthTech Acquisition Corp.

within the Market Solutions platform are not reflected.

Gross IRR, Gross MoM and Net IRR are not meaningful for SPAC products as they are designed to identify an investment and merge to become a public company.

(13) As of December 31, 2022, TPEP Long/Short had estimated inception-to-date gross returns of 148% and net returns of 109%.

(9) Net MoM represents the multiple-of-money on contributions to the fund by investors.

Net MoM is calculated as the sum of cash distributed to investors and the investors’ ending capital balances as of the period end, divided by the amount of capital contributed to the fund by investors (which amount excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital).

(10) Total Return represents net performance data for investors (excluding certain classes/series with special fee arrangements), net of all expenses including actual quarterly management fees payable by the fund and the accrual of carried interest to the general partner.

(11) Unless otherwise specified, the fund performance information presented above for certain funds is, due to the nature of their strategy, as of September 30, 2023.

(12) Each Middle Market Direct Lending fund is comprised of four vehicles:

onshore levered, onshore unlevered, offshore levered and offshore unlevered.

Capital Committed, Capital Invested, Realized Value, Unrealized Value and Total Value for each fund are presented on a consolidated basis across the four vehicles.

Performance metrics are presented only for the onshore levered vehicle of each fund.

The Net IRRs and Net MoMs for TPG AG Middle Market Direct Lending funds on a consolidated basis were:

(i) for the onshore unlevered vehicles, 7% and 1.3x, (ii) for the offshore levered vehicles, 10% and 1.3x and (iii) for the offshore unlevered vehicles, 7% and 1.1x.

(13) Japanese-Yen denominated fund.

Commitments, Capital Invested and Realized Value are calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable.

(14) Includes Euro denominated fund entity with Commitments, Capital Invested and Realized Value calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable.

Performance metrics only reflects capital committed in U.S.

dollars, which represents the majority of capital committed to each fund.

Net IRR and Net MoM were:

(i) for the euro-denominated vehicle of Europe Realty III, 7% and 1.2x and (ii) for the euro-denominated vehicle of Europe Realty IV, NM and NM.

(15) These performance estimates represent the composite performance of TPG Public Equity Partners, LP and TPG Public Equity Partners Master Fund, L.P., adjusted as described below.

The performance estimates are based on an investment in TPG Public Equity Partners, LP made on September 1, 2013, the date of TPEP’s inception, with the performance estimates for the period from January 1, 2016 to present being based on an investment in TPG Public Equity Partners Master Fund, L.P.

made through TPG Public Equity Partners-A, L.P., the “onshore feeder.” Gross performance figures (i) are

presented after any investment-related expenses, net interest, other expenses and the reinvestment of dividends;

made through TPG Public Equity Partners-A, L.P., the “onshore feeder.” As of December 31, 2023, TPEP Long/Short had estimated inception-to-date gross returns of 172% and net returns of 126%.

Gross performance figures (i) are presented after any investment-related expenses, net interest, other expenses and the reinvestment of dividends;

(ii) include any gains or losses from “new issue” securities;

and (iii) are adjusted for illustration purposes to reflect the reduction of a hypothetical 1.5% annual management fee.

Net performance assumes a 20% performance allocation.

Performance results for a particular investor may vary from the performance stated as a result of, among other things, the timing of its investment(s) in TPEP, different performance allocation terms, different management fees, the feeder through which the investor invests and the investor’s eligibility to participate in gains and losses from “new issue” securities.

Unrealized Value represents net asset value before redemptions.

As of December 31, 2022, TPEP Long Only had estimated inception-to-date gross returns of 14% and net returns of 14%.

These performance estimates represent performance for TPEP Long Only and are based on an investment in TPEP Long Only made on May 1, 2019, the date of TPEP Long Only’s inception, through TPG Public Equity Partners Long Opportunities-A, L.P., the “onshore feeder.” Gross performance figures are presented after any investment-related expenses, a 1% annual management fee, net interest, other expenses and the reinvestment of dividends, and include any gains or losses from “new issue” securities.

Net performance assumes a 20% performance allocation, with the performance allocation only received upon outperforming the relevant benchmark.

Performance results for a particular investor may vary from the performance stated as a result of, among other things, the timing of its investment(s) in TPEP Long Only, different performance allocation terms, different management fees, the feeder through which the investor invests and the investor’s eligibility to participate in gains and losses from “new issue” securities.

Unrealized Value represents net asset value before redemptions.

(14) Capital Committed for TRTX includes $1,201 million of private capital raised prior to TRTX’s initial public offering in July 2017 and $716 million issued during and subsequent to TRTX’s initial public offering.

(15) Legacy funds represent funds whose strategies are not expected to have successor funds but that have not yet been substantially wound down.

(16) Discontinued funds represent legacy funds that have substantially been wound down or are fully liquidated.

The following TPG funds are considered discontinued:

Latin America, Aqua I, Aqua II, Ventures, Biotech I, Biotech II, TPG TFP, TAC 2007 and DASA PE.

(17) Total TPG track record amounts do not include results from RMB - Shanghai and RMB - Chongqing or China Ventures, a joint venture partnership.

(18) Unless otherwise specified, the fund performance information presented above for TGS, TPG TIGER, NewQuest I, NewQuest II, NewQuest III, NewQuest IV and NewQuest V is, due to the nature of their strategy, as of September 30, 2022.

Accordingly, the fund performance information presented above for the funds does not reflect any fund activity for the quarter ended December 31, 2022 and therefore does not cover the same period presented for other funds.

Any activity occurring during the quarter ended December 31, 2022 will be reflected in the performance information presented in future reporting.

(19) Certain funds recorded capital commitments prior to December 31, 2022, but were not activated or did not make their first investment.

Therefore the only activity reflected in the track record with respect to these funds was the capital commitments.

These performance estimates represent performance for TPEP Long Only and are based on an investment in TPEP Long Only made on May 1, 2019, the date of TPEP Long Only’s inception, through TPG Public Equity Partners Long Opportunities-A, L.P., the “onshore feeder.” As of December 31, 2023, TPEP Long Only had estimated inception-to-date gross returns of 39% and net returns of 39%.

Gross performance figures are presented after any investment-related expenses, a 1% annual management fee, net interest, other expenses and the reinvestment of dividends, and include any gains or losses from “new issue” securities.

(16) Total Return includes onshore investors participating directly through the master fund and investors through the offshore vehicle.

Total Return for the offshore vehicle was 4%.

(17) Total Returns for onshore funds only.

Total Returns for the offshore vehicles were:

(i) for the MVP Fund, 11% and (ii) for the Super Fund, 8%.

(18) TCAP launched on January 1, 2023.

Total Return includes AGTB Private BDC, which commenced operations on May 10, 2022 and merged with TCAP on January 1, 2023.

Total Return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested) divided by the beginning NAV per share.

Inception-to-date figures for Class I, Class D, and Class S shares use the initial offering price per share as the beginning NAV.

Total Return presented is for Class I and is prior to the impact of any potential upfront placement fees.

An investment in TCAP is subject to a maximum upfront placement fee of 1.5% for Class D and 3.5% for Class S, which would reduce the amount of capital available for investment, if applicable.

There are no upfront placement fees for Class I shares.

Total Return has been annualized for periods less than or greater than one year.

On July 28, 2023, TCAP completed its merger with AGTB where TCAP paid cash consideration for each share of common stock of AGTB.

TCAP will continue as the surviving company.

At the completion of the merger, AGTB’s final Net IRR was 6.1%.

Liquidity and Capital Resources

Our liquidity needs primarily include working capital and debt service requirements.

We believe that our current sources of liquidity, which include cash generated by our operating activities, cash and funds available under our credit agreement, are sufficient to meet our projected operating expenses, pay dividends to holders of our common stock in accordance with our dividend policy, debt service requirements and other obligations as they arise for at least the next 12 months.

We have historically primarily derived revenues from third party assets under management and have required limited capital resources to support the working capital or operating needs of our business.

We believe that our current sources of liquidity described below are sufficient to meet our projected capital needs and other obligations as they arise for at least the next 12 months.

To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds.

2 unchanged sentences

The incurrence of additional debt financing would result in incremental debt service obligations, and any future instruments governing such debt could include operating and financial covenants that could restrict our operations.

The following table presents a summary of our cash flows for the periods presented:

Year Ended December 31,

2022 2021 2020

($ in thousands)

Net cash provided by operating activities $ 1,375,878 $ 1,474,820 $ 95,393

Net cash used in investing activities (3,012) (37,745) (108,096)

Net cash (used in) provided by financing activities (1,238,080) (1,322,566) 250,329

Net increase in cash and cash equivalents 134,786 114,509 $ 237,626

Cash and cash equivalents, beginning of period 985,864 871,355 633,729

Cash and cash equivalents, end of period $ 1,120,650 $ 985,864 $ 871,355

As of December 31, 2022, TPG’s total liquidity was $1,837.5 million, comprised of $1,107.5 million of cash and cash equivalents, excluding $13.2 million of restricted cash, as well as $700.0 million and $30.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility and the Subordinated Credit Facility (each as defined herein), respectively.

Total cash of $1,120.7 million as of December 31, 2022 is comprised of $691.7 million of cash that is attributable to the TPG Operating Group and on balance sheet securitization vehicles.

Total liquidity increased by $534.8 million, or 41%, relative to $1,302.7 million as of December 31, 2021.

This increase was the result of $134.8

million net increase in cash and cash equivalents primarily due to $1,375.9 million of cash provided by operating activities, partially offset by $1,238.1 million of net cash used in financing activities and $3.0 million of net cash used in investing activities.

Our operating activities primarily consist of investment management activities.

The primary sources of cash within the operating activities section include:

(i) management fees, (ii) monitoring, transaction and other fees, (iii) realized capital allocation-based income and (iv) investment sales from our consolidated funds.

The primary uses of cash within the operating activities section include:

(i) compensation and non-compensation related expenses and (ii) investment purchases from our consolidated funds.

Additionally, operating activities also reflect the activity of our consolidated TPG Funds and Public SPACs, which primarily include proceeds from sales of investments offset by cash outflows for purchases of investments and deposits of SPAC IPO proceeds into trust accounts.

Operating activities provided $1,375.9 million and $1,474.8 million of cash for the years ended December 31, 2022 and 2021, respectively.

Key drivers consisted of performance allocation and co-investment proceeds totaling $1,567.7 million and $2,179.1 million for the years ended December 31, 2022 and 2021, respectively.

This was partially offset by changes in operating assets and liabilities for the years ended December 31, 2022 and 2021, respectively.

Investing Activities

Our investing activities primarily consist of lending to affiliates and capital expenditures.

The primary sources of cash within the investing activities section include cash received from notes receivable from affiliates.

The primary uses of cash within the investing activities section includes capital expenditures and cash advances on notes receivable from affiliates.

Investing activities used $3.0 million and $37.7 million of cash during the year ended December 31, 2022 and 2021, respectively.

During the year ended December 31, 2022, cash used by investing activities is primarily related to advances, offset by repayments of notes receivables from affiliates.

During the year ended December 31, 2021, cash used by investing activities primarily related to the acquisition of NewQuest described in Note 3 , “Acquisition,” to the Consolidated Financial Statements and transfers related to the Reorganization described in Note 1 , “Organization,” to the Consolidated Financial Statements.

Financing Activities

Our financing activities reflect our capital markets transactions and transactions with owners.

The primary sources of cash within the financing activities section includes proceeds from debt and notes issuances.

The primary uses of cash within the financing activities section include dividends to holders of our common stock, distributions to partners and non-controlling interests and repayments of debt and notes.

Net cash provided by financing activities also reflects the financing activity of our consolidated funds, which primarily include cash inflows and outflows from consolidated funds related to their capital activity.

Financing activities used $1,238.1 million and $1,322.6 million of cash during the year ended December 31, 2022 and 2021, respectively.

During the year ended December 31, 2022, cash used in financing activities primarily reflects the net impact of distributions to partners and non-controlling interests, the repayment of amounts borrowed under the Subordinated Credit Facility, and purchase of partnership interests with IPO proceeds, which is partially offset by the net proceeds from the IPO in January 2022.

During the year ended December 31, 2021, cash used by financing activities primarily reflects the distributions to partners and non-controlling interests.

As of December 31, 2023, our total liquidity was $1,544.2 million, comprised of $665.2 million of cash and cash equivalents, excluding $13.2 million of restricted cash, as well as $699.0 million and $30.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility and the Subordinated Credit Facility (each as defined herein), respectively and $150.0 million of the 364-day revolving credit facility.

Total cash of $678.4 million as of December 31, 2023 includes $105.5 million of cash that is attributable to the TPG Operating Group and on balance sheet securitization vehicles.

Sources of Liquidity

We have multiple sources of liquidity to meet our capital needs, including:

• cash generated by our operating activities, such as management fees, monitoring, transaction and other fees, realized capital allocation-based income and investment sales from our consolidated funds,

• cash received from investing activities, including amounts received from notes receivable from affiliates, and

• cash received from our financing activities, including cash and funds available under our credit facilities.

Cash and Cash Equivalents

Our consolidated cash and cash equivalents totaled approximately $678.4 million at December 31, 2023.

Credit Facilities

Subordinated Credit Facility

In August 2014, one of our consolidated subsidiaries entered into two $15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $30.0 million.

The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of TPG Operating Group.

In August 2022, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2023 to August 2024, replaced LIBOR as the applicable reference rate with SOFR and otherwise conformed the credit facility to accommodate SOFR as the reference rate.

The interest rate for borrowings under the Subordinated Credit Facility is calculated at a term SOFR rate plus a 0.10% per annum adjustment and 2.25%.

During the year ended December 31, 2022, the subsidiary borrowed $30.0 million and made repayments of $30.0 million on the Subordinated Credit Facility, leaving a zero balance at December 31, 2022.

Secured Borrowings

Our secured borrowings are issued using on-balance sheet securitization vehicles.

The secured borrowings are required to be repaid only from collections on the underlying securitized equity method investments and restricted cash of the securitization vehicles.

The secured borrowings are separated into two tranches.

Tranche A secured borrowings (the “Series A Securitization Notes”) were issued in May 2018 at a fixed rate of 5.33% with an aggregate principal balance of $200.0 million due June 20, 2038, with interest payable semiannually.

Tranche B secured borrowings (the “Series B Securitization Notes” or, collectively with the Series A Securitization Notes, the “Securitization Notes”) were issued in October 2019 at a fixed rate of 4.75% with an aggregate principal balance of $50.0 million due June 20, 2038, with interest payable semiannually.

The secured borrowings contain an optional redemption feature giving us the right to call the notes in full or in part, subject to a prepayment penalty if called before May 2023.

If the secured borrowings are not redeemed on or prior to June 20, 2028, we will pay additional interest equal to 4.00% per annum.

The secured borrowings contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and financial covenants and limitations on certain consolidations, mergers and sales of assets.

As of December 31, 2022, we were in compliance with these covenants and conditions.

Senior Unsecured Revolving Credit Facility

1 unchanged sentence

entered into a $400.0 million credit facility (the “Senior Unsecured Revolving Credit Facility”).

In May 2018, TPG Holdings, L.P.

amended and restated the Senior Unsecured Revolving Credit Facility Agreement to, among other things, reduce commitments to $300.0 million, extend the maturity to May 2023 and redefine certain components of the financial covenants.

In November 2020, TPG Holdings, L.P.

further amended and restated the facility to, among other things, release all collateral pledged under the prior amendment to the facility and to extend the maturity to November 2025.

In November 2021, TPG Holdings, L.P.

entered into a fourth amendment and restatement of the Senior Unsecured Revolving Credit Facility Agreement under which certain terms were modified, including that TPG Holdings, L.P.

may elect to have (i) TPG Operating Group II, L.P.

(f/k/a TPG Holdings II, L.P.) assume its obligations as borrower under the Senior Unsecured Revolving Credit Facility (and thereby release TPG Holdings, L.P.

from its obligations as borrower thereunder) and (ii) correspondingly release TPG Operating Group II, L.P., TPG Holdings I-A, LLC, TPG Holdings II-A, LLC and TPG Holdings III-A, L.P from their guarantees of the Senior Unsecured Revolving Credit Facility.

TPG Holdings, L.P.

made such election in conjunction with the Reorganization, upon which TPG Operating Group II, L.P.

assumed its obligations as borrower under the Senior Unsecured Revolving Credit Facility (and TPG Holdings, L.P.

was thereby released from its obligations as borrower thereunder) and correspondingly, TPG Operating Group II, L.P., TPG Holdings I-A, LLC, TPG Holdings II-A, LLC and TPG Holdings III-A, L.P were released from their guarantees of the Senior Unsecured Revolving Credit Facility.

In July 2022, we entered into a fifth amendment and restatement of the Senior Unsecured Revolving Credit Facility to among other things, (i) extend the maturity date of the revolving credit facility from November 2025 to July 2027, (ii) increase the aggregate revolving commitments thereunder from $300.0 million to $700.0 million and (iii) replace LIBOR as the applicable reference rate with SOFR and otherwise conform the credit facility to accommodate SOFR as the reference rate.

The Senior Unsecured Revolving Credit Facility, as amended May 2018, November 2020, November 2021, July 2022, August 2022 and September 2023, has aggregate revolving commitments of $1.2 billion and is scheduled to mature on September 26, 2028.

Dollar-denominated principal amounts outstanding under the Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25% per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin not to exceed 1.25%.

We are also required to pay a quarterly commitment fee on the unused commitments under the Amended Senior Unsecured Revolving Credit Facility not to exceed 0.15% per annum, as well as certain customary fees for any issued letters of credit.

In August 2022, we entered into a first amendment to the Amended Senior Unsecured Revolving Credit Facility, which provides that if the Company is not publicly rated, the applicable margin for borrowings under the facility may be determined using the Company’s leverage ratio.

During the year ended December 31, 2022, we made no borrowings or repayments on the Senior Unsecured Revolving Credit Facility, leaving a balance of zero at December 31, 2022.

During the year ended December 31, 2023, we borrowed $470.0 million from the Senior Unsecured Revolving Credit Facility to partially fund the cash consideration of the Acquisition, and borrowed an additional $31.0 million for working capital purposes, resulting in a balance of $501.0 million outstanding at December 31, 2023.

As of December 31, 2023, $699.0 million was available to be borrowed under the terms of the Senior Unsecured Revolving Credit Facility.

During January 2024, we drew $58.5 million under our Senior Unsecured Revolving Credit Facility.

Senior Unsecured Term Loan

1 unchanged sentence

Unused commitments were terminated at the end of such period.

As of December 31, 2022, $200.0 million was outstanding under the Senior Unsecured Term Loan Agreement and will mature in December 2024.

The proceeds from the term loan were used to make a ratable distribution to each of our investors and are not available for our operations.

In July 2022, we entered into an amended Senior Unsecured Term Loan Agreement.

The amended Senior Unsecured Term Loan Agreement, among other things, replaces LIBOR as the applicable reference rate with SOFR, and otherwise conforms the term loan agreement to accommodate SOFR as the reference rate.

The Senior Unsecured Term Loan Agreement, as amended in July 2022 and September 2023, is scheduled to mature on March 31, 2026.

Principal amounts outstanding under the amended Senior Unsecured Term Loan Agreement accrue interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00% or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin of 1.00%.

Tax Receivable Agreement

The future exchanges by owners of Common Units for cash from a substantially concurrent public offering, reorganization or private sale (based on the price per share of the Class A common stock on the day before the pricing of such public offering or private sale) or, at our election, for shares of our Class A common stock on a one-for-one basis (or, in certain cases, for shares of nonvoting Class A common stock) are expected to produce or otherwise deliver to us favorable tax attributes that can reduce our taxable income.

We (and our wholly-owned subsidiaries) are a party to a tax receivable agreement, under which generally we (or our wholly-owned subsidiaries) are required to pay the beneficiaries of the Tax Receivable Agreement 85% of the applicable cash savings, if any, in U.S.

federal, state and local income tax that we actually realize or, in certain circumstances, are deemed to realize as a result of the Covered Tax Items.

We generally retain the benefit of the remaining 15% of the applicable tax savings.

The payment obligations under the Tax Receivable Agreement are obligations of TPG Inc.

(or our wholly-owned subsidiaries), and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial.

As of December 31, 2023, $200.0 million was outstanding under the Senior Unsecured Term Loan Agreement.

Secured Borrowings

Our secured borrowings are issued using on-balance sheet securitization vehicles.

The secured borrowings are required to be repaid only from collections on the underlying securitized equity method investments and restricted cash of the securitization vehicles.

The secured borrowings are separated into two tranches.

The secured borrowings contain an optional redemption feature giving us the right to call the notes in full or in part, subject to a prepayment penalty if called before May 2023.

If the secured borrowings are not redeemed on or prior to June 20, 2028, we will pay additional interest equal to 4.00% per annum.

As of December 31, 2023, we were in compliance with these covenants and conditions.

Subordinated Credit Facility

The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of TPG Operating Group.

In August 2023, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2024 to August 2025.

The interest rate for borrowings under the Subordinated Credit Facility is calculated at a term Secured Overnight Financing Rate (“SOFR”) rate plus a 0.10% per annum adjustment and 2.25%.

During the year ended December 31, 2023, the subsidiary did not borrow or make repayments on the Subordinated Credit Facility, resulting in a zero balance outstanding at December 31, 2023.

364-Day Credit Facility

On April 14, 2023, a consolidated subsidiary of the Company entered into a 364-day revolving credit facility (the “364-Day Credit Facility”) with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $150.0 million.

Borrowings under the 364-Day Credit Facility are subject to one of three interest rates depending on the type of drawdown requested.

Alternate Base Rate (“ABR”) loans are denominated in U.S.

Dollars and subject to a variable interest rate computed daily as the higher of the Federal Funds Rate plus 0.50% or the one-month Term SOFR plus 1.00%, plus an applicable margin of between 1.00% and 2.00%, depending on the term of the loan.

Term Benchmark Loans may be denominated in U.S.

Dollars or Euros, and are subject to a fixed interest rate computed as the SOFR rate for a period comparable to the term of the loan in effect two business days prior to the date of borrowing, plus an applicable margin of between 2.00% and 3.00%, depending on the term of the loan.

Risk-Free Rate (“RFR”) loans are denominated in Sterling and subject to a fixed interest rate computed daily as the Sterling Overnight Index Average (“SONIA”) in effect five business days prior to the date of borrowing, plus an applicable margin of between

2.00% and 3.00%, depending on the term of the loan.

The subsidiary is also required to a pay a quarterly facility fee equal to 0.30% per annum of the total facility capacity of $150.0 million, as well as certain customary fees for any issued loans.

The Company entered into an equity commitment letter in connection with the 364-Day Credit Facility, committing to provide capital contributions, if and when required, to the consolidated subsidiary throughout the life of the facility.

During the year ended December 31, 2023, the subsidiary borrowed and made repayments of $150.0 million on the 364-Day Credit Facility, resulting in a zero balance outstanding at December 31, 2023.

Our Liquidity Needs

We expect that our primary liquidity needs include cash required to:

• support our working capital needs;

• fund cash operating expenses, including compensation and contingencies, including for clawback obligations or litigation matters;

• service debt obligations, including the payment of obligations at maturity, on interest payment dates or upon redemption, as well as any contingent liabilities that may give rise to future cash payments;

• continue growing our businesses, including seeding new strategies, pursuing strategic investments or acquisitions, funding our capital commitments made to existing and future funds and co-investments, funding any net capital requirements of our broker-dealer and otherwise supporting investment vehicles that we sponsor;

• pay amounts that may become due under the Tax Receivable Agreement;

• pay earnouts and contingent cash consideration associated with our Acquisition;

• pay cash dividends in accordance with our dividend policy for our Class A common stock;

• warehouse investments in portfolio companies or other investments for the benefit of one or more of our funds or other investment pending contribution of committed capital by the investors in such vehicles and advance capital to them for other operational needs;

• risk retention for CLOs

• address capital needs of regulated and other subsidiaries, including our broker-dealer;

• exchange Common Units pursuant to the Exchange Agreement or repurchase or redeem other securities issued by us.

Contractual Obligations

3 unchanged sentences

Total 2024 2025 2026 2027 2028 2029 and Thereafter

Operating lease obligations $ 172,983 $ 19,000 $ 25,319 $ 27,862 $ 19,765 $ 18,423 $ 62,614

Debt obligations (1)

4 unchanged sentences

521,295 521,295 — — — — —

Operating lease obligations 282,302 43,553 39,221 37,353 37,581 36,321 88,273

Repurchase agreements (4)

83,336 1,928 5,862 27,660 23,191 24,695 —

Total contractual obligations $ 2,311,810 $ 625,784 $ 103,966 $ 314,056 $ 106,594 $ 604,305 $ 557,105

(1) Debt obligations presented in the table reflect scheduled principal payments related to the Securitization Notes and our Senior Unsecured Term Loan.

(2) Estimated interest payments on our debt obligations reflect amounts that would be paid over the life on the Securitization Notes based the Series A and B Securitization Notes respective fixed interest rates and assuming the debt is held until final maturity.

(1) Debt obligations presented in the table reflect scheduled principal payments related to the Securitization Notes, our senior unsecured term loan and our senior unsecured revolving credit facility.

(2) Estimated interest payments on our debt obligations include estimated future interest payments based on the terms of the debt agreements.

See Note 12 to the Consolidated Financial Statements for further discussion of these debt obligations.

(3) Capital commitments represent our obligations to provide general partner capital funding to the TPG funds.

1 unchanged sentence

We generally utilize proceeds from return of capital distributions and proceeds from secured borrowings to help fund these commitments.

(4) See Note 9 to the Consolidated Financial Statements for further discussion of the repurchase agreements.

Additional Contingent Obligations

As of December 31, 2022 and December 31, 2021, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $58.3 million related to STAR, net of tax, for which a performance allocation reserve was recorded within other liabilities in the Consolidated Financial Statements.

The potential liquidation of STAR in 2023 could require clawback payments.

Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to projected clawback as of December 31, 2022 and December 31, 2021 would be $1,869.4 million and $1,500.9 million on a pre-tax basis, respectively.

As of December 31, 2023 and December 31, 2022, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $58.3 million related to STAR, net of tax, for which a performance allocation reserve was recorded within other liabilities in the Consolidated Statements of Financial Condition.

The potential liquidation of STAR could require clawback payments.

Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to projected clawback as of December 31, 2023 and December 31, 2022 would be $1,910.2 million and $1,869.4 million, respectively.

As of December 31, 2023 and December 31, 2022, we had guarantees outstanding totaling $73.6 million and $100.8 million, respectively, related to employee guarantees primarily related to a third-party lending program which enables certain of our eligible employees to obtain financing for co-invest capital commitment obligations with a maximum potential exposure of $176.3 million and $163.7 million, respectively.

The following is a summary of cash dividends declared per share on our Class A common stock during the year ended December 31, 2022:

The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of our Executive Committee and Board of Directors.

Date Declared Record Date Payment Date Dividend per Class A Common Share

2 unchanged sentences

November 9, 2022 November 21, 2022 December 2, 2022 0.26

On February 15, 2023, our board of directors declared and approved a cash dividend of $0.50 per share of Class A common stock for the three months ended December 31, 2022.

The Class A common stock dividend is payable on March 10, 2023, to the holders of record of our Class A common stock as of February 27, 2023.

February 15, 2023 February 27, 2023 March 10, 2023 0.50

Total 2022 Dividend Year $ 1.59

May 15, 2023 May 25, 2023 June 5, 2023 $ 0.20

August 8, 2023 August 18, 2023 September 1, 2023 0.22

November 7, 2023 November 17, 2023 December 1, 2023 0.48

February 13, 2024 February 23, 2024 March 8, 2024 0.44

Total 2023 Dividend Year (through Q4 2023) $ 1.34

Tax Receivable Agreement

federal, state and local income tax that we actually realize or, in certain circumstances, are deemed to realize as a result of the Covered Tax Items.

We generally retain the benefit of the remaining 15% of the applicable tax savings.

The payment obligations under the Tax Receivable Agreement are obligations of TPG Inc.

(or our wholly-owned subsidiaries), and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial.

On March 31, 2023, a pre-IPO Investor exchanged 1,000,000 Common Units of each TPG Operating Group partnership for 1,000,000 shares of Class A common stock.

This exchange resulted in an increase in the Company’s tax basis of its investment in the TPG Operating Group partnerships and is subject to the Tax Receivable Agreement.

The Company recognized an additional liability associated with the Tax Receivable Agreement in the amount of $6.3 million in connection with the exchange.

Net Cash Flows

The following table presents a summary of our cash flows for the periods presented:

Year Ended December 31,

2023 2022 2021

($ in thousands)

Net cash provided by operating activities $ 720,518 $ 1,375,878 $ 1,474,820

Net cash used in investing activities (373,563) (3,012) (37,745)

Net cash used in financing activities (789,234) (1,238,080) (1,322,566)

Net (decrease) increase in cash and cash equivalents (442,279) 134,786 114,509

Cash and cash equivalents, beginning of period 1,120,650 985,864 871,355

Cash and cash equivalents, end of period $ 678,371 $ 1,120,650 $ 985,864

Operating Activities

Operating activities provided $720.5 million and $1,375.9 million of cash for the year ended December 31, 2023 and 2022, respectively.

Key drivers consisted of performance allocation and co-investment proceeds totaling $798.5 million and $1,567.7 million for the year ended December 31, 2023 and 2022, respectively.

This was partially offset by changes in operating assets and liabilities for the year ended December 31, 2023 and 2022, respectively.

Investing Activities

Investing activities used $373.6 million and $3.0 million of cash during the year ended December 31, 2023 and 2022, respectively.

During the year ended December 31, 2023, cash used by investing activities is primarily related to our acquisition of Angelo Gordon.

During the year ended December 31, 2022, cash used by investing activities is primarily related to repayments and advances on notes receivable from affiliates.

Financing Activities

Financing activities used $789.2 million and $1,238.1 million of cash during the year ended December 31, 2023 and 2022, respectively.

During the year ended December 31, 2023, cash used in financing activities primarily reflects the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries and the redemption of the outstanding YTPG and AFTR Class A Ordinary Shares, which were funded by our Assets held in Trust Account.

This was partially offset by net proceeds from our credit facilities.

Cash used in financing activities during year ended December 31, 2022 primarily reflects the net impact of distributions to partners and non-controlling interests, the repayment of amounts borrowed under the Subordinated Credit Facility, and purchase of partnership interests with IPO proceeds, which is partially offset by the net proceeds from the IPO in January 2022.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements, as defined in Regulation S-K.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities in our financial statements.

Critical Accounting Estimates

The preparation of the Consolidated Financial Statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities in our Consolidated Financial Statements.

We regularly assess these estimates;

10 unchanged sentences

Essentially all of our revenue and operations are directly or indirectly supporting affiliated investment funds and derived from or related to their underlying investments.

Management fees related to our funds are generally based on a fixed percentage of the committed capital or invested capital.

The corresponding fee calculations that consider committed capital or invested capital are both objective in nature and therefore do not require the use of significant estimates or assumptions.

Incentive fees are generally calculated as a percentage of the profits earned in respect of certain accounts for which we are the investment adviser, subject to the achievement of minimum return levels or performance benchmarks.

Management fees related to our funds are generally based on a fixed percentage of the committed capital, invested capital, cost of investments or Net Asset Value (“NAV”).

The corresponding fee calculations are both objective in nature and therefore do not require the use of significant estimates or assumptions.

Incentive fees within the scope of the revenue guidance are generally calculated as a percentage of the profits earned in respect of certain accounts for which we are the investment adviser, subject to the achievement of minimum return levels or performance benchmarks.

Incentive fees are typically subject to reversal until the end of a defined performance period, as these fees are affected by changes in the fair value of the AUM or advisement over such performance period.

Moreover, incentive fees that are received prior to the end of the defined performance period are typically subject to clawback, net of tax.

We recognize incentive fee revenue only when these amounts are realized and no longer subject to significant reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period.

Capital Allocation-Based Income is a disproportionate allocation (typically 20%) of performance allocations.

We account for performance allocations under the equity method of accounting.

We recognize incentive fee revenue only when these amounts are no longer subject to significant reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period.

Incentive fees structured as performance allocations are accounted for under the equity method of accounting.

For open-ended funds, we calculate revenue based on a percentage of annual fund profits, reduced by minimum return hurdles, and subject to prior year loss carry-forwards.

Performance allocations for open-end funds are either paid in the first quarter following the performance year or during the calendar year if there are investor redemptions, and are generally not subject to repayment by the Company.

Performance allocations attributed to certain non-liquid investments (“side pocket investments”) owned by open-ended funds are paid when the associated side pocket investments are realized.

For closed-ended funds, Capital Allocation-Based Income is a disproportionate allocation (typically 20%) of performance allocations.

Certain funds will allocate performance allocations to us, based on cumulative fund performance to date, irrespective of whether such amounts have been realized.

These performance allocations are subject to the achievement of minimum return levels (typically 8%), in accordance with the terms set forth in each respective fund’s governing documents.

These performance allocations are subject to limited partner preferred returns or high watermarks, where applicable, in accordance with the terms set forth in each respective fund’s governing documents.

We recognize income attributable to performance allocations from a fund based on the amount that would be due to us pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date.

2 unchanged sentences

For any given period, performance allocations on our consolidated statements of operations may include reversals of previously recognized amounts due to a decrease in the value of a particular fund that results in a decrease of cumulative performance allocations earned to date.

Since fund minimum level of returns are cumulative, previously recognized performance

allocations also may be reversed in a period of appreciation that is lower than the particular fund’s minimum return levels.

Since fund minimum level of returns are cumulative, previously recognized performance allocations also may be reversed in a period of appreciation that is lower than the particular fund’s minimum return levels.

Each fund is considered separately in this regard and, for a given fund, performance allocations can never be negative over the life of a fund.

6 unchanged sentences

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of their fair values, as follows:

• Level 1—Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

• Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies.

The types of financial instruments classified in this category include securities with less liquidity traded in active markets, securities traded in other than active markets, and government and agency securities.

• Level 3—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument.

• Level I—Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.

• Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies.

The types of financial instruments generally classified in this category include

securities with less liquidity traded in active markets, securities traded in other than active markets, corporate bonds and loans, and government and agency securities.

• Level III—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument.

The inputs into the determination of fair value require significant management judgment or estimation.

2 unchanged sentences

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument.

The fair value of the investments held by TPG funds is the primary input to the calculation of certain of our management fees and performance allocations.

The TPG funds are accounted for as investment companies in accordance with GAAP guidance and reflect their investments, including majority-owned and controlled investments, at fair value.

The fair value of the investments held by TPG funds is the primary input to the calculation of certain of our management fees, incentive fees, capital allocation based income, and performance allocation compensation.

The TPG funds are accounted for as investment companies in accordance with U.S.

GAAP guidance and reflect their investments, including majority-owned and controlled investments, at fair value.

In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments.

2 unchanged sentences

TPG is required to measure certain financial instruments at fair value, including equity securities and derivatives.

Fair Value of Investments or Instruments that are Publicly Traded

Securities that are publicly traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date.

Fair Value of Investments or Instruments that are Exchange Traded

Securities that are exchange traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date.

When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held.

In some cases, securities will include legal and contractual restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144.

In some cases, securities will include legal restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144.

A discount to publicly traded price may be appropriate in those cases;

the amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.

Refer to Note 2 , “Summary of Significant Accounting Policies, ” to our Consolidated Financial Statements for details on a recent accounting pronouncement related to the Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions and its expected impact on the Company’s Consolidated Financial Statements.

Fair Value of Investments or Instruments that are not Publicly Traded

Investments for which market prices are not observable include private investments in the equity or debt of operating companies or real estate properties.

Our primary methodology for determining the fair values of such investments is generally the market approach.

The most widely used methodology under the market approach relies upon valuations for comparable public companies, transactions or assets, and includes making judgments about which companies, transactions, or assets are comparable.

Fair Value of Investments or Instruments that are not Exchange Traded

In the absence of observable market prices, we rely on valuation methodologies that primarily employ management’s determination as to fair value based off of available information and management’s own assumptions about the business.

These assumptions involve a significant degree of judgement, taking into consideration a combination of internal and external factors.

Equity Investments .

We determine the fair value of our equity investments using the market approach, income approach or some combination of both.

We primarily use the market approach for determining the fair values of our investments.

The market approach relies upon valuations for comparable public companies, transactions or assets, and thus requires that we use our discretion to identify comparable companies, transactions and assets.

We may also choose to incorporate a secondary methodology, generally used to corroborate the results of the market approach.

2 unchanged sentences

Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including direct capitalization method, option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability weighted methods or recent round of financing.

In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services.

In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments.

Credit Investments .

The fair values of credit-oriented investments are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services.

In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.

Investments in distressed debt and corporate loans and bonds, we generally determine fair value by comparing against similar investments.

We review and analyze the prices obtained from external pricing sources to evaluate their reliability and accuracy, and at times exclude vendor prices and broker quotations that we believe do not reflect fair value.

Certain credit financial instruments may not trade or prices are not readily available, or trade infrequently and, when they are traded, the price may be unobservable and, as a result, multiple external pricing sources may not be available.

In such instances, we may use an internal pricing model as either a corroborating or sole data point in determining the price.

We generally engage specialized third-party valuation service providers to assess and corroborate the valuation of a selection of the investments on a periodic basis.

Management Process on Fair Value

3 unchanged sentences

The respective product’s valuation team or deal team then analyzes the data received and updates the valuation models, reflecting any changes in the underlying forecast, cash flow projections, weighted-average cost of capital, exit multiple and any other valuation input relevant economic conditions.

The results of all valuations of investments held by TPG funds and investment vehicles are initially reviewed and approved by the relevant Product’s Valuation Committee.

Each Product Valuation Committee is comprised of at least one member who does not participate in the process of making or disposing of investments.

The valuations are subject to final approval by TPG’s Global Valuation Committee, which is comprised of senior employees and includes its Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Operating Officer and Chief Accounting Officer.

The results of all valuations of investments held by TPG funds and investment vehicles are initially reviewed and approved by the relevant subcommittee.

Each subcommittee is comprised of at least one member who does not participate in the process of making or disposing of investments.

The valuations are aggregated and significant matters are presented for final approval by TPG’s Global Valuation Committee, which is comprised of senior employees and includes its Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Operating Officer and Chief Accounting Officer.

Approval by any member of the Valuation Committee is related to such member’s role in the Committee, such that control function members’ (i.e., those members who do not participate in the process of making or disposing of investments) approval, for example, represents their confirmation that the process was run appropriately and that the deliberations were on the merits.

To further corroborate results, each product’s valuation team generally engages an external valuation firm to provide positive assurance on a quarterly basis for a majority of Level III investments that have been held by TPG funds and investment vehicles for at least one full quarter.

Investments may be excluded from review if the valuation is based on a recent transaction, upcoming transaction or certain categorical deals (e.g., Biotech deals).

Additionally, we will generally engage an independent valuation firm to assist with valuations of certain Level III valuations.

The valuation firm will either perform certain procedures in order to assess the reasonableness of our valuation or provide a valuation range from which we will select a point in the range to determine the final valuation.

Business Combinations

We account for business combinations using the acquisition method under ASC Topic 805, Business Combinations (“ASC 805”) under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date.

Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment.

Management uses its best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.

Examples of critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates.

Our estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying assets acquired.

Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.

For business combinations accounted for under the acquisition

method, the purchase consideration, including the fair value of certain elements of contingent consideration as of the acquisition date, in excess of the fair value of net assets acquired is recorded as goodwill.

Intangible Assets

Our intangible assets consist of the fair value of our interests in future promote of certain funds and the fair value of acquired investor relationships representing the fair value of management fees earned from existing investors in future funds.

Finite-lived intangible assets are amortized over their estimated useful lives, which range from 2 years to 20 years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.

Amortization expense is included in depreciation and amortization expense in the Consolidated Financial Statements.

Recent Accounting Developments

1 unchanged sentence

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 7. Management’s Discussion and Analysis