UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition. |
On March 28, 2022, TPG Inc. issued a summary press release and a detailed earnings presentation announcing financial results for its fourth quarter and full year ended December 31, 2021. The summary press release and the earnings presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this report.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibits 99.1 and 99.2 incorporated in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or Exhibits 99.1 and 99.2 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Summary press release of TPG Inc., dated March 28, 2022. | |
99.2 | Earnings presentation of TPG Inc., dated March 28, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
TPG INC. | ||
By: | /s/ Bradford Berenson | |
Name: | Bradford Berenson | |
Title: | General Counsel |
Date: March 28, 2022
Exhibit 99.1
TPG Reports Fourth Quarter and Full Year 2021 Earnings Results
San Francisco and Fort Worth, TX March 28, 2022 TPG Inc. (NASDAQ: TPG), a leading global alternative asset management firm, reported its unaudited fourth quarter and full year 2021 results. TPG issued a full detailed presentation of its fourth quarter and full year ended December 31, 2021 results, which can be viewed through the Shareholders section of TPGs website at http://shareholders.tpg.com.
Our results for the fourth quarter of 2021 marked the completion of an outstanding year for TPG, driven by significant growth and value creation across our five multi-product platforms, said Jon Winkelried, Chief Executive Officer. The recent completion of TPGs $1.1 billion initial public offering marks an important milestone in our 30-year history of innovation and organic growth and we continue to demonstrate the tremendous earnings power of our business. The positive momentum across our platforms and funds has positioned us well and I would like to thank our team members, portfolio companies, fund investors, and shareholders, for their continued contributions to drive TPGs long-term growth and investment success.
Conference Call
TPG will host a conference call and live webcast at 11:00 a.m. ET. It may be accessed by dialing (866) 342-8591 (US toll-free) or (203) 518-9797 (international), using the conference ID TPGQ421. The number should be dialed at least ten minutes prior to the start of the call. A simultaneous webcast can be accessed through the Investor Relations section of TPGs website at http://shareholders.tpg.com. A webcast replay will be made available on the Events page in the Investor Relations section of TPGs website.
About TPG
TPG is a leading global alternative asset management firm founded in San Francisco in 1992 with $114 billion of assets under management and investment and operational teams in 12 offices globally. TPG invests across five multi-product platforms: Capital, Growth, Impact, Real Estate, and Market Solutions and our unique strategy is driven by collaboration, innovation, and inclusion. Our teams combine deep product and sector experience with broad capabilities and expertise to develop differentiated insights and add value for our fund investors, portfolio companies, management teams, and communities.
Shareholder contact: | Media contact: | |
Gary Stein | Luke Barrett | |
Tel: +1 212 601 4750 | Tel: +1 415 743 1550 | |
shareholders@tpg.com | media@tpg.com |
Forward Looking Statements
This press release contains forward-looking statements based on the Companys beliefs and assumptions and on information currently available to the Company. Forward-looking statements can be identified by words such as anticipates, intends, plans, seeks, believes, estimates, expects and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, business strategy and plans and objectives of management for future operations, including, among other things, statements regarding expected growth, future capital expenditures, fund performance and debt service obligations.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by any forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, among various other risks.
For the reasons described above, we caution you against relying on any forward-looking statements, which should be read in conjunction with the other cautionary statements and risk factors discussed from time to time in the Companys filings with the SEC, which can be found at the SECs website at http://www.sec.gov. Any forward-looking statement in this press release speaks only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise any forward-looking statement after the date of this press release, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of the press release.
This press release does not constitute an offer of any TPG Fund.
Exhibit 99.2
TPG Reports Fourth Quarter and Full Year 2021 Financial Results Year Ended December 31, 2021
TPG Reports Fourth Quarter 2021 Financial Results San Francisco and Fort Worth, TX March 28, 2022 TPG Inc. (NASDAQ: TPG), a leading global alternative asset management firm, reported its unaudited fourth quarter and full year 2021 results. TPG issued a full detailed presentation of its fourth quarter and full year ended December 31, 2021 results, which can be viewed through the Shareholders section of TPGs website at http://shareholders.tpg.com. Our results for the fourth quarter of 2021 marked the completion of an outstanding year for TPG, driven by significant growth and value creation across our five multi-product platforms, said Jon Winkelried, Chief Executive Officer. The recent completion of TPGs $1.1 billion initial public offering marks an important milestone in our 30-year history of innovation and organic growth and we continue to demonstrate the tremendous earnings power of our business. The positive momentum across our platforms and funds has positioned us well and I would like to thank our team members, portfolio companies, fund investors, and shareholders, for their continued contributions to drive TPGs long-term growth and investment success. Conference Call TPG will host a conference call and live webcast at 11:00 a.m. ET. It may be accessed by dialing (866) 342-8591 (US toll-free) or (203) 518-9797 (international), using the conference ID TPGQ421. The number should be dialed at least ten minutes prior to the start of the call. A simultaneous webcast can be accessed through the Investor Relations section of TPGs website at http://shareholders.tpg.com. A webcast replay will be made available on the Events page in the Investor Relations section of TPGs website. TPG | 2
TPG Reports Fourth Quarter 2021 Financial Results About TPG TPG is a leading global alternative asset management firm founded in San Francisco in 1992 with $114 billion of assets under management and investment and operational teams in 12 offices globally. TPG invests across five multi-product platforms: Capital, Growth, Impact, Real Estate, and Market Solutions and our unique strategy is driven by collaboration, innovation, and inclusion. Our teams combine deep product and sector experience with broad capabilities and expertise to develop differentiated insights and add value for our fund investors, portfolio companies, management teams, and communities. Shareholder contact: Media contact: Gary Stein Luke Barrett Tel: +1 212 601 4750 Tel: +1 415 743 1550 shareholders@tpg.com media@tpg.com Throughout this presentation, all current period amounts are preliminary and unaudited; totals may not sum due to rounding. TPG | 3
Forward Looking Statements This presentation contains forward-looking statements based on the Companys beliefs and assumptions and on information currently available to the Company. Forward-looking statements can be identified by words such as anticipates, intends, plans, seeks, believes, estimates, expects and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, business strategy and plans and objectives of management for future operations, including, among other things, statements regarding expected growth, future capital expenditures, fund performance and debt service obligations. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by any forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, among various other risks. For the reasons described above, we caution you against relying on any forward-looking statements, which should be read in conjunction with the other cautionary statements included elsewhere in this presentation and risk factors discussed from time to time in the Companys filings with the SEC, which can be found at the SECs website at http://www.sec.gov. Any forward-looking statement in this presentation speaks only as of the date of this presentation. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise any forward-looking statement after the date of this presentation, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of the presentation. This presentation does not constitute an offer of any TPG Fund. TPG | 4
Comparability Statement and Pro Forma Financial Information Prior to and in connection with our initial public offering (IPO), we completed certain transactions as part of a corporate reorganization (the Reorganization), which concluded with NASDAQ listing our Class A common stock on January 13, 2022. The Reorganization included certain transfers of economic entitlements and investments that were effectuated December 31, 2021, including the transfer of certain limited partner interests in entities that (i) serve as the general partner of certain TPG funds and (ii) are, or historically were, consolidated by TPG Group Holdings (SBS), L.P. (TPG general partner entities) to Tarrant RemainCo I, L.P., Tarrant RemainCo II, L.P. and Tarrant RemainCo III, L.P. (RemainCo). The transfer of certain limited partner interests in TPG general partner entities to RemainCo resulted in the deconsolidation of TPG Funds, as the TPG general partner entities are no longer considered the primary beneficiary as of December 31, 2021. While the Reorganization did not affect, on a GAAP or non-GAAP basis, our income statement activity for the fiscal year ended December 31, 2021 or our financial statements for prior periods, this presentation includes pro forma financial data giving effect to the IPO and the Reorganization as though they had occurred on January 1, 2020. As such, the pro forma information reflects certain reorganization adjustments, including, but not limited to, the exclusion of assets that were transferred to RemainCo, increasing the amount of performance allocations our people will receive, the inclusion of an administrative services fee paid by RemainCo to the Company, additional interest on debt incurred as part of the Reorganization, and the step-up of taxes on a public-company basis. Therefore, comparability of the pro forma information included in this presentation to prior financial data or future periods may be limited. See the Reconciliations and Disclosures section of this presentation for a full comparison of actual to pro forma financial data and adjustment descriptions. TPG | 5
Fourth Quarter and Full Year 2021 Financial Results
GAAP Statements of Operations Net income was $4.7 billion and $834 million for the year ended and quarter ended December 31, 2021, respectively, an increase of 224% over FY20 and decrease of 27% from 4Q20, respectively Net income attributable to controlling interests was $2.0 billion and $326 million for the year ended and quarter ended December 31, 2021, respectively, an increase of 118% over FY20 and decrease of 46% from 4Q20, respectively ($ in thousands) 4Q20 4Q21 FY20 FY21 Revenues Fees and other $ 224,285 $ 292,789 $ 883,366 $ 977,904 Capital allocation-based income 1,326,148 786,538 1,231,472 3,998,483 Total revenues 1,550,433 1,079,327 2,114,838 4,976,387 Expenses Compensation and benefits 116,074 187,032 522,715 579,698 General, administrative and other 65,095 95,660 260,748 278,590 Depreciation and amortization 1,761 16,086 7,137 21,223 Interest expense 4,449 3,973 18,993 16,291 Expenses of consolidated TPG Funds and Public SPACs: Interest expense 276 167 722 740 Other 3,951 (3,895) 7,241 20,024 Total expenses 191,606 299,023 817,556 916,566 Investment income Income from investments: Net gains (losses) from investment activities 25,347 14,873 (5,839) 353,219 Gain on deconsolidation 401,695 -Interest, dividends and other 1,955 (499) 8,123 6,460 Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities (197) 14,384 (18,691) 23,392 Unrealized gains (losses) on derivative liabilities (239,269) 20,294 (239,269) 211,822 Interest, dividends and other 1,031 7,350 5,410 10,321 Total investment income (211,133) 56,402 151,429 605,214 Income before income taxes 1,147,694 836,706 1,448,711 4,665,035 Income tax expense 3,933 2,948 9,779 9,038 Net income 1,143,761 833,758 1,438,932 4,655,997 Less: Net (loss) income attributable to redeemable equity in Public SPACs (195,906) 21,922 (195,906) 155,131 Net (loss) income attributable to non-controlling interests in consolidated TPG Funds 1,402 11,096 (12,380) 19,287 Net (loss) income attributable to other non-controlling interests 730,107 474,879 719,640 2,455,825 Net income attributable to controlling interests $ 608,158 $ 325,861 $ 927,578 $ 2,025,754 See the Definitions and Notes pages in the Reconciliation and Disclosures section of this presentation for definitions of terms used throughout. TPG | 7
Pro Forma GAAP Statements of Operations Pro forma net income attributable to TPG Inc. was $231 million for the year ended December 31, 2021, an increase of 175% over FY20 Pro forma net income attributable to TPG Inc. was $41 million for the quarter ended December 31, 2021, a decrease of 8% compared to 4Q20 ($ in thousands) 4Q20 4Q21 FY20 FY21 Pro Forma Revenues Fees and other $ 228,579 $ 296,739 $ 815,368 $ 998,711 Capital allocation-based income 1,308,342 779,091 1,391,312 3,989,830 Total revenues 1,536,921 1,075,830 2,206,680 4,988,541 Pro Forma Expenses Compensation and benefits 233,249 268,431 1,020,972 940,027 Performance allocation compensation 747,290 502,308 721,097 2,538,505 General, administrative and other 65,095 95,660 246,359 278,590 Depreciation and amortization 1,761 16,086 6,740 21,223 Interest expense 5,447 4,971 22,372 20,282 Expenses of consolidated TPG Funds and Public SPACs: Interest expense Other 5,189 (4,329) 5,225 18,395 Total expenses 1,058,031 883,127 2,022,765 3,817,022 Pro Forma Investment income Income from investments: Net gains (losses) from investment activities32,292260,359 Interest, dividends and other 1,184 (499) 5,009 6,460 Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities Unrealized gains (losses) on derivative liabilities (239,269) 20,294 (239,269) 211,822 Interest, dividends and other 11 6,257 11 6,292 Total investment income (238,074) 58,344 (234,249) 484,933 Income before income taxes 240,816 251,047 (50,334) 1,656,452 Income tax expense 16,922 15,246 33,262 77,979 Net income 223,894 235,801 (83,596) 1,578,473 Less: Net (loss) income attributable to redeemable equity in Public SPACs (195,906) 21,922 (195,906) 155,131 Net (loss) income attributable to non-controlling interests in consolidated TPG Funds -Net (loss) income attributable to other non-controlling interests 374,828 172,632 28,239 1,191,994 Net income attributable to TPG Inc. $44,972 $41,247 $84,071 $ 231,348 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020;see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 8
Fourth Quarter and Full Year 2021 Highlights FY21 FRE of $179 million increased 76% versus FY20, and After-Tax DE of $1.24 billion nearly tripled year-over-year Non-GAAP Actual 4Q20 4Q21 FY20 FY21 Financial Fee-Related Revenues (FRR) $199 $239 $716 $867 Measures Fee-Related Earnings (FRE) 53 49 101 179 ($M) Realized Performance Allocations, Net 197 251 313 1,000 After-Tax Distributable Earnings 246 307 441 1,240 Non-GAAP Pro Forma Measures Financial ($M) Operating Metrics ($B) FY21 Pro Forma FRE of $326 million increased 44% versus FY20, and Pro Forma After-Tax DE of $538 million more than doubled year- over-year 4Q20 4Q21 FY20 FY21 Fee-Related Revenues $201 $238 $727 $874 Fee-Related Earnings 76 91 227 326 Realized Performance Allocations, Net 41 54 41 205 After-Tax Distributable Earnings 102 137 232 538 Total AUM of $114 billion, up 27% year-over-year; Fee Earning AUM of $60 billion, up 19% during the same period 4Q20 3Q21 4Q21 Assets Under Management (AUM) $89.5 $109.1 $113.6 Fee Earning Assets Under Management (FAUM) 50.7 59.3 60.1 Accrued Performance Allocations, Net 1.8 2.4 1.3 Pro Forma Accrued Performance Allocations, Net 0.4 0.7 0.8 Available Capital 25.7 29.8 28.4 4Q20 4Q21 FY20 FY21 Value Creation 17% 7% 18% 38% Capital Raised $2.2 $2.8 $7.0 $20.5 Capital Invested 3.3 7.7 9.9 21.6 Realizations 3.4 7.0 10.7 25.4 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020;see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 9
Non-GAAP Financial Measures Fee-Related Earnings decreased 7% from $53 million in 4Q20 to $49 million in 4Q21, and increased 76% from $101 million in FY20 to $179 million in FY21 Realized performance allocations, net grew on both a quarter and full-year basis, increasing by 27% in 4Q21 over 4Q20 and 219% in FY21 over FY20 After-Tax Distributable Earnings saw 25% growth from $246 million in 4Q20 to $307 million in 4Q21, and 181% growth from $441 million in FY20 to $1.24 billion in FY21 ($ in thousands) 4Q20 4Q21 FY20 FY21 Fee-Related Revenues Management Fees $158,816 $201,876 $623,658 $718,364 Transaction, monitoring and other fees, net 29,710 24,666 49,455 102,041 Other Income 10,630 12,582 42,920 46,673 Fee-Related Revenues 199,156 239,124 716,033 867,078 Fee-Related Expenses Compensation and benefits, net 105,767 154,474 441,245 521,413 Operating expenses, net 40,854 35,827 173,338 167,114 Fee-Related Expenses 146,621 190,301 614,583 688,527 Fee-Related Earnings 52,535 48,823 101,450 178,551 Realized performance allocations, net 197,287 251,158 313,490 999,603 Realized investment income and other, net 6,282 15,972 57,231 92,720 Depreciation expense (1,736) (2,158) (6,556) (6,775) Interest expense, net (4,052) (3,683) (14,843) (14,928) Distributable Earnings 250,316 310,112 450,772 1,249,171 Income taxes (3,920) (2,909) (9,305) (9,308) After-Tax Distributable Earnings $246,396 $307,203 $441,467 $1,239,863 See the Reconciliations and Disclosures section of this presentation for a full reconciliation between GAAP and Non-GAAP Financial Measures. TPG | 10
Pro Forma Non-GAAP Financial Measures Pro Forma Fee-Related Earnings increased 19% from $76 million in 4Q20 to $91 million in 4Q21, and increased 44% from $227 million in FY20 to $326 million in FY21 Pro forma realized performance allocations, net increased by 32% in 4Q21 over 4Q20 and 401% in FY21 over FY20 Pro Forma After-Tax Distributable Earnings grew 34% from $102 million in 4Q20 to $137 million in 4Q21, and grew 131% from $232 million in FY20 to $538 million in FY21 ($ in thousands) 4Q20 4Q21 FY20 FY21 Pro Forma Fee-Related Revenues Management Fees $158,816 $201,876 $623,658 $718,364 Transaction, monitoring and other fees, net 29,710 24,666 49,455 102,041 Other Income 12,877 11,824 54,339 53,957 Pro Forma Fee-Related Revenues 201,403 238,366 727,452 874,362 Pro Forma Fee-Related Expenses Compensation and benefits, net 84,259 111,554 327,548 381,135 Operating expenses, net 40,854 35,827 173,338 167,114 Pro Forma Fee-Related Expenses 125,113 147,381 500,886 548,249 Pro Forma Fee-Related Earnings 76,290 90,985 226,566 326,113 Realized performance allocations, net 40,805 53,665 40,817 204,664 Realized investment income and other, net (1,701) 8,167 5,036 66,720 Depreciation expense (1,736) (2,158) (6,556) (6,775) Interest expense, net (5,051) (4,681) (18,835) (18,919) Pro Forma Distributable Earnings 108,607 145,978 247,028 571,803 Income taxes (6,398) (8,599) (14,552) (33,684) Pro Forma After-Tax Distributable Earnings $102,209 $137,379 $232,476 $538,119 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020;see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 11
Fee-Related Earnings Fee-Related Revenues increased 21% in FY21 over FY20, driven mainly by growth in Fee Earning AUM for the Growth, Impact, and Market Solutions platforms resulting in management fees growing 15% in FY21 over FY20 Fee-Related Expenses increased between FY20 and FY21 on both an actual and pro forma basis, with FRE margin increasing from 31% in FY20 to 37% in FY21 on a pro forma basis Fee-Related Earnings grew 76% in FY21 over FY20, and decreased 7% in 4Q21 over 4Q20 Fee-Related Earnings Management Fees by Platform(1) ($M) ($M) 2020 2021 Capital Growth Impact Real Estate Market Solutions $326 +15% $718 +27% $624 $64 $227 $202 $70 $44 $19 $70 $106 $179 $159 $18 $64 $12 $18 $42 $142 $17 $111 $101 $27 $34 $91 $76 $53 $49 $335 $335 $85 $88 4Q FY Pro Forma 4Q Pro Forma FY 4Q20 4Q21 FY20 FY21 1. Note: Pro forma financial There are no pro forma adjustments measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, to management fees therefore the by-platform breakdown does not change between historical 2020;see the Reconciliations figures and pro forma. and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 12
After-Tax Distributable Earnings After-Tax Distributable Earnings were $1.24 billion for FY21 compared to $441 million for FY20, an increase of 181% driven primarily by realized performance allocations, net from the Capital and Growth platforms, with additional growth in Fee-Related Earnings On a pro forma basis, After-Tax Distributable Earnings more than doubled year-over-year, growing 131% to $538 million in FY21 compared to $232 million for FY20 As a percentage of After-Tax Distributable Earnings, Fee-Related Earnings accounted for 14% in FY21, and 61% on a pro forma basis for the same year After-Tax DE After-Tax DE Mix ($M) 2020 2021 FY21 Pro Forma FY21 $1,240 5% 14% 1% 38% $538 61% $441 $307 $246 $232 81% $137 $102 FRE Realized Performance Allocations, Net Investment Income and Other 4Q FY Pro Forma 4Q Pro Forma FY Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020;see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 13
Realized Performance Allocations, Net Realized performance allocations, net grew 27% in 4Q21 over 4Q20 and 219% in FY21 over FY20 In FY21, realized performance allocations, net were largely driven by TPG VI and TPG VII in the Capital platform and Growth III in the Growth platform Pro forma realized performance allocations, net increased 32% in 4Q21 over 4Q20 and 401% in FY21 over FY20 Pro Forma FY21 Realized Performance Allocations, Net FY21 Realized Performance Allocations, Net ($M) ($M) $28 $12 <$1 $2 $6 $1 $4 $234 Total Total $1,000 $205 $725 $192 Capital Growth Impact Real Estate Market Solutions Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020;see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 14
Pro Forma Net Accrued Performance Allocations Pro Forma Net Accrued Performance 4Q21 Pro Forma Net Accrued Performance Allocations Allocations by Vintage ($M) 3Q21 4Q21 ($M) 6% 2016 & Prior $260 $233 4% 2017 219 268 10% 2018 53 62 2019 123 140 Total $769 2020 22 43 19% 61% 2021 0 23 Total $677 $769 Capital Growth Impact Real Estate Market Solutions Pro Forma Net Accrued Performance Allocations Walk ($M) Value Creation 4Q21 FY21 $146 Capital 7.4% 42.9% $769 $677 ($54) Growth 4.6% 31.7% Impact 9.1% 33.2% Real Estate 5.8% 31.3% Market Solutions 9.3% 19.1% 3Q21 Value Realized 4Q21 Creation Gains Total 6.7% 37.8% & Other Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020;see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 15
GAAP Balance Sheet (Unaudited) In 4Q21 we effectuated certain aspects of the Reorganization with respect to assets transferred to RemainCo, including cash and economic entitlements associated with certain other investments, which is reflected in our GAAP actuals; the pro forma column includes the impact of the IPO and additional Reorganization activities Our investments decreased $556 million, or 8%, from 3Q21 to 4Q21 largely due to the Reorganization offset by value creation of 7% in 4Q21 GAAP Pro Forma ($ in thousands) 3Q21 4Q21 3Q21 4Q21 Assets Cash and cash equivalents $ 1,783,221 $ 972,729 $ 2,125,738 $ 1,376,746 Investments 6,664,831 6,109,046 5,943,421 6,109,046 Other assets 681,430 855,773 672,068 831,785 Assets of consolidated TPG Funds and public SPACs 1,640,551 1,024,465 1,291,103 1,024,465 Total assets 10,770,033 8,962,013 10,032,330 9,342,042 Liabilities, redeemable equity and partners capital Liabilities Debt obligations 244,874 444,444 444,874 444,444 Due to affiliates 1,187,688 826,999 945,056 634,324 Other liabilities 564,028 372,597 4,029,966 4,196,552 Liabilities of consolidated TPG Funds and public SPACs 170,011 56,532 88,718 56,532 Total liabilities 2,166,601 1,700,572 5,508,614 5,331,852 Redeemable equity from consolidated public SPACs 1,285,021 1,000,027 1,285,021 1,000,027 Partners capital Class A common stock 79 79 Class B common stock 230 230 Additional paid-in-capital 509,424 498,251 Partners capital controlling interests 3,506,720 1,606,593 Other non-controlling interests 3,811,691 4,654,821 2,728,962 2,511,603 Total partners capital 7,318,411 6,261,414 3,238,695 3,010,163 Total liabilities, redeemable equity and equity $ 10,770,033 $ 8,962,013 $ 10,032,330 $ 9,342,042 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020;see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 16
Non-GAAP Balance Sheet In 4Q21 we effectuated certain aspects of the Reorganization with respect to assets transferred to RemainCo, including cash and economic entitlements associated with certain other investments, which is reflected in our Non-GAAP actuals; the pro forma column includes the impact of the IPO and additional Reorganization activities The firms securitized borrowings, which are backed by $492 million in pledged assets at 4Q21, have a face value of $250 million and were issued in two tranches between 2018 and 2019 In 4Q21, we issued a senior unsecured term loan with a face value of $200 million as part of the Reorganization, and our net debt(1) was $208 million at year-end At 4Q21 we had a $300 million credit facility available with no current draws Non-GAAP Pro Forma ($ in thousands) 3Q21 4Q21 3Q21 4Q21 Book Assets Cash and cash equivalents $335,540 $242,370 $678,057 $646,387 Restricted cash 13,135 13,135 13,135 13,135 Accrued performance allocations 2,414,330 1,344,348 677,017 769,283 Other investments 1,546,471 894,741 793,797 894,741 Other assets, net 676,881 398,154 637,070 169,713 Total Book Assets 4,986,357 2,892,748 2,799,076 2,493,259 Book Liabilities Accounts payable, accrued expenses and other 581,768 525,267 329,775 308,421 Securitized borrowing, net 244,873 244,950 244,873 244,950 Senior unsecured term loan199,494 200,000 199,494 Total Book Liabilities 826,641 969,711 774,648 752,865 Net Book Value $4,159,716 $1,923,037 $2,024,428 $1,740,394 Note: 1. Net Pro forma financial debt comprised of $450 million in face value debt less $242 million of measures are on an adjusted basis, assuming the Reorganization and IPO cash and cash equivalents. on January 1, 2020; see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 17
Operating Metrics
Assets Under Management and Fee Earning AUM 4Q21 AUM rose 27% over 4Q20, driven by value creation of 38% for FY21 and fundraising of $20.5 billion over the same period, which included $6.7 billion in Rise Climate within the Impact platform; this was offset by realizations totaling $25.4 billion for the year FAUM increased 19% in FY21 over FY20 driven primarily by the Growth and Impact platforms FAUM has grown 53% over the last four years from 4Q17 to 4Q21 Assets Under Management Fee Earning AUM ($B) ($B) +27% $114 +19% $60 $10 $6 $90 $13 $51 $6 $7 $5 $14 $10 $6 $11 $6 $22 $4 $16 $8 $11 $50 $55 $27 $26 4Q20 4Q21 4Q20 4Q21 Capital Growth Impact Real Estate Market Solutions TPG | 19
Assets Under Management and Fee Earning AUM Duration Approximately 87% of our AUM and 85% of our FAUM is in perpetual or long-dated funds with a duration(1) of 10 or more years (prior to any extensions) Approximately 75% of our FAUM has a remaining lifespan(2) of 5 or more years, with almost 25% in vehicles that have 10 or more years remaining (including those considered perpetual) AUM by Duration at Inception FAUM by Duration at Inception FAUM by Remaining Duration 5% 5% 2% 1% 7% 6% 3% 8% 3% 8% 17% 22% Total Total Total $114B $60B $60B 51% 82% 82% ~87% ~85% ~75% 0-4 Years 5-9 Years 10+ Years Perpetual Capital Subject to Periodic Redemption Note: For the grouping of years on duration, 0-4 Years represents a term equal to 4 years or less; 5-9 Years represents a term greater than 4 and less than or equal to 9; 10+ Years represents a term greater than 9. Defined as the number of years between fund activation and contractual fund winddown, prior to any extensions, as of 12/31/21. Defined as the number of years between 12/31/21 and contractual fund winddown, prior to any extensions. TPG | 20
AUM Subject to Fee Earning Growth AUM Subject to Fee Earning Growth totaled $9.4 billion at 4Q21, and represents capital commitments that can grow fees when deployed through earning new management fees (AUM Not Yet Earning Fees) or when invested from a higher rate of management fees (FAUM Subject to Step-Up) AUM Not Yet Earning Fees and FAUM Subject to Step-Up represent 6% and 4% of AUM and FAUM, respectively, for 4Q21 Potential fee-related revenue opportunity associated with current AUM Subject to Fee Earning Growth is estimated at $50 to $55 million annually at 4Q21(1) AUM Not Yet Earning Fees FAUM Subject to Step-Up ($M) ($M) Market Capital Solutions $1,054 Real Estate $1,056 $678 Real Estate Total Total $1,201 $2,543 $6,848 Impact $258 Growth Capital $3,279 $1,865 incremental 1. Represents amount the sum of unallocated capital that would be invested to achieve a range of of the gross revenue opportunity for each non-legacy fund with unallocated capital, 90%-100% total deployment of the deployment the originalcommitments of which would result in incremental of the fund, multiplied by management (b) the incremental fees being earned. fee rate that the Company Revenue opportunity for each fund is calculated as (a) the anticipates would be earned on invested capital and (c) the proportion of the funds commitments that are expected to pay fees based on the amount of invested capital. TPG | 21
AUM Rollforward AUM increased $4.5 billion in 4Q21 and $24.1 billion in FY21 an increase of 4% and 27%, respectively AUM growth was driven by capital raised of $2.8 billion for 4Q21 and $20.5 billion for FY21, including $7.2 billion in the Impact platform and $4.9 billion in the Growth platform on a full-year basis Changes in Investment Value increased on both a quarter and full-year basis largely due to value creation of 7% in 4Q21 and 38% for FY21 Three Months Ended December 31, 2021 Real Market ($ in millions) Capital Growth Impact Estate Solutions Total AUM Balance as Beginning of Period $52,609 $22,147 $12,622 $11,463 $10,257 $109,098 Capital Raised 551 313 918 750 221 2,753 Realizations (3,950) (1,315) (480) (805) (444) (6,994) Changes in Investment Value(1) 6,127 815 489 1,270 60 8,761 AUM as of end of period $55,337 $21,960 $13,549 $12,678 $10,094 $113,618 Year Ended December 31, 2021 Real Market ($ in millions) Capital Growth Impact Estate Solutions Total AUM Balance as Beginning of Period $49,761 $16,388 $5,941 $10,380 $7,056 $89,526 Capital Raised 4,174 4,893 7,172 1,970 2,247 20,456 Realizations (15,773) (4,423) (1,131) (3,022) (1,040) (25,389) Changes in Investment Value(1) 17,175 5,102 1,567 3,350 1,831 29,025 AUM as of end of period $55,337 $21,960 $13,549 $12,678 $10,094 $113,618 Note: For Market business combination with a target, Solutions, capital raised in our in the amount SPAC of capital vehicles represents funds raised in the SPAC raised; for our hedge funds, capital raised represents new IPO, including forward purchase agreements fund subscriptions. and private investment in public equity (PIPE) commitments, and realizations are considered to occur at 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. TPG | 22
FAUM Rollforward FAUM increased $0.7 billion in 4Q21 and $9.4 billion in FY21, an increase of 1% and 19%, respectively Increases over both periods were largely driven by fee earning capital raised, particularly in the Impact platform, with contribution from the Growth platform on a full-year basis Three Months Ended December 31, 2021 Real Market ($ in millions) Capital Growth Impact Estate Solutions Total FAUM Balance as of Beginning of Period $26,563 $10,465 $10,254 $5,790 $6,275 $59,347 Fee Earning Capital Raised(1) 682 12 38 732 Net Change in Actively Invested Capital(2) (355) 49 (135) 433 23 15 Reduction in Fee Base of Certain Funds(3) FAUM as of end of period $26,208 $10,514 $10,801 $6,235 $6,336 $60,094 Year Ended December 31, 2021 Real Market ($ in millions) Capital Growth Impact Estate Solutions Total FAUM Balance as of Beginning of Period $27,381 $8,397 $4,439 $5,904 $4,533 $50,655 Fee Earning Capital Raised(1) 1,133 2,090 6,606 63 553 10,443 Net Change in Actively Invested Capital(2) (2,306) 27 (244) 269 1,250 (1,003) Reduction in Fee Base of Certain Funds(3) (1)(1) FAUM as of end of period $26,208 $10,514 $10,801 $6,235 $6,336 $60,094 1. 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. It also includes adjustments related to funds with a fee structure based on the lower of cost or fair value. 3. 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. It also includes reductions for funds that are no longer fee paying. TPG | 23
Other Operating Metrics Across the investment platform, our various operating metrics saw large increases in 2021, both on a quarter and full-year basis (All tables in $M) Capital Raised 4Q20 4Q21 FY20 FY21 Capital $851 $551 $1,546 $4,174 Growth 169 313 1,882 4,893 Impact 44 918 423 7,172 Real Estate 1 750 29 1,970 Market Solutions(1) 1,153 221 3,136 2,247 Total $2,217 $2,754 $7,016 $20,456 Capital Invested 4Q20 4Q21 FY20 FY21 Capital $2,166 $4,284 $5,896 $10,624 Growth 327 788 1,956 3,333 Impact 192 394 556 1,711 Real Estate 643 1,720 1,493 4,537 Market Solutions(2) - 5481,434 Total $3,329 $7,733 $9,901 $21,639 Available Capital 4Q20 4Q21 Capital $15,549 $10,696 Growth 2,995 4,943 Impact 2,441 7,951 Real Estate 2,538 2,278 Market Solutions 2,158 2,552 Total $25,681 $28,420 Realizations 4Q20 4Q21 FY20 FY21 Capital $1,999 $3,950 $6,967 $15,773 Growth 718 1,315 1,798 4,423 Impact 30 480 78 1,131 Real Estate 657 805 1,830 3,022 Market Solutions(2) - 4441,040 Total $3,404 $6,994 $10,673 $25,389 1. Within Market Solutions, capital raised at our hedge fund represents new fund subscriptions. 2. Within Market Solutions, capital invested and realizations in our SPAC vehicles represent funds raised in the SPAC IPO, including forward purchase agreements and private investment in public equity (PIPE) commitments, which are considered to occur at business combination with a target. TPG | 24
Supplemental Details
GAAP and Non-GAAP Performance Allocations Year ended December 31, 2021 GAAP GAAP GAAP ($ in thousands) Realized Unrealized Total Platforms Capital $ 1,398,761 $ 1,139,309 $ 2,538,070 Growth 450,608 338,773 789,381 Impact 2,103 223,819 225,922 Real Estate 74,882 115,822 190,704 Market Solutions 29,804 18,979 48,783 Total $ 1,956,158 $ 1,836,702 $ 3,792,860 Year ended December 31, 2021 GAAP Non-GAAP Non-GAAP ($ in thousands) Realized Adjustments Realized, Net Platforms Capital $ 1,398,761 $ (673,590) $ 725,171 Growth 450,608 (216,583) 234,025 Impact 2,103 (1,535) 568 Real Estate 74,882 (47,175) 27,707 Market Solutions 29,804 (17,672) 12,132 Total $ 1,956,158 $ (956,555) $ 999,603 Year ended December 31, 2021 Non-GAAP Pro Forma Non-GAAP Pro Forma Non-GAAP ($ in thousands) Realized, Net Adjustments Realized, Net Platforms Capital $ 725,171 $ (533,101) $ 192,070 Growth 234,025 (229,783) 4,242 Impact 568 (147) 421 Real Estate 27,707 (25,995) 1,712 Market Solutions 12,132 (5,912) 6,220 Total $ 999,603 $ (794,939) $ 204,664 Note: Pro forma Non-GAAP adjustments relate to the Reorganization, specifically surrounding how performance allocations will be shared subsequent to the IPO. Refer to the pro forma footnotes for additional details. TPG | 26
GAAP and Non-GAAP Realized Performance Allocations Year ended December 31, 2021 Pro Forma Non-GAAP Non-GAAP Pro Forma ($ in thousands) GAAP Adjustments Non-GAAP Adjustments Non-GAAP Capital TPG VII $ 953,370 $ (451,786) $ 501,584 $ (310,910) $ 190,674 TPG VI 345,144 (171,655) 173,489 (173,489) -Asia VI 56,793 (28,404) 28,389 (28,389) -Asia V 23,848 (12,045) 11,803 (11,803) -Other 19,606 (9,700) 9,906 (8,510) 1,396 Total Capital 1,398,761 (673,590) 725,171 (533,101) 192,070 Growth Growth III 249,256 (118,068) 131,188 (131,188) -Growth II 71,509 (35,754) 35,755 (35,755) -Biotech III 55,502 (27,751) 27,751 (27,751) -Other 74,341 (35,010) 39,331 (35,089) 4,242 Total Growth 450,608 (216,583) 234,025 (229,783) 4,242 Impact Rise I 2,103 (1,535) 568 (147) 421 Total Impact 2,103 (1,535) 568 (147) 421 Real Estate Real Estate II 66,213 (41,679) 24,534 (24,534) -Real Estate III 8,559 (5,443) 3,116 (1,404) 1,712 Other 110 (53) 57 (57) Total Real Estate 74,882 (47,175) 27,707 (25,995) 1,712 Market Solutions TPEP 29,804 (17,672) 12,132 (5,912) 6,220 Total Market Solutions 29,804 (17,672) 12,132 (5,912) 6,220 Total $ 1,956,158 $ (956,555) $ 999,603 $ (794,939) $ 204,664 Note: Pro forma Non-GAAP adjustments relate to the Reorganization, specifically surrounding how performance allocations will be shared subsequent to the IPO. Refer to the pro forma footnotes for additional details. TPG | 27
Pro Forma GAAP Earnings Per Share Pro forma basic earnings per share of $2.91 for FY21 and $0.52 for 4Q21 Pro forma diluted earnings per share of $1.80 for FY21 and $0.25 for 4Q21 ($ in thousands, except share and per share amounts) 4Q20 4Q21 FY20 FY21 Pro Forma Net Income Per Share Numerator Net income (loss) $ 223,894 $ 235,801 $ (83,596) $1,578,473 Less: Net income (loss) attributable to participating securities 4,538 4,117 8,513 23,089 Less: Net income (loss) attributable to non-controlling interest Net income (loss) attributable to redeemable interest in Public SPACs (195,906) 21,922 (195,906) 155,131 Net income (loss) attributable to interests in other non-controlling interest 370,559 168,583 20,132 1,169,357 Net income (loss) attributable to Class A common stockholders Basic 44,703 41,179 83,665 230,896 Denominator Weighted-average shares of Class A common stock outstanding Basic 79,273,285 79,384,787 79,254,937 79,360,700 Basic net income per share $ 0.56 $ 0.52 $ 1.06 $ 2.91 Pro Forma Diluted Net Income Per Share Numerator Net income (loss) attributable to Class A common stockholders Basic 44,704 41,179 83,665 230,896 Reallocation of net income assuming exchange of NCI 29,702 34,974 (212,355) 324,052 Net income (loss) attributable to Class A common stockholders Diluted 74,406 76,153 (128,690) 554,948 Denominator Weighted-average shares of Class A common stock outstanding Basic 79,273,285 79,384,787 79,254,937 79,360,700 Exchange of Common Units to Class A common stocks 229,652,641 229,652,641 229,652,641 229,652,641 Weighted-average shares of Class A common stock outstanding Diluted 308,925,926 309,037,428 308,907,578 309,013,341 Diluted net income per share $ 0.24 $ 0.25 $ (0.42) $ 1.80 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020;see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 28
Pro Forma After-Tax DE and Dividends Per Share Fully diluted dividend per share of $1.17 for FY21, compared to $0.51 for FY20 Fully diluted dividend per share reflects the conversion of operating group units into Class A Common Stock and full vesting of all unvested RSU grants ($ in thousands, except share and per share amounts) 4Q20 4Q21 FY20 FY21 Share Reconciliation Total Pro Forma GAAP Class A Common Stock from Offering 79,070,565 79,070,565 79,070,565 79,070,565 Class A Common Stock Awards Vested Since Issuance 202,720 314,222 202,720 314,222 Pro Forma Non-GAAP Adjustments: Participating Operating Group Units 229,652,641 229,652,641 229,652,641 229,652,641 Unvested RSU Grants 10,250,974 10,139,472 10,250,974 10,139,472 Pro Forma Distributable Earnings Shares Outstanding 319,176,900 319,176,900 319,176,900 319,176,900 ($ in thousands, except share and per share amounts) 4Q20 4Q21 FY20 FY21 Pro Forma Non-GAAP Financial Measures Pro Forma Fee-Related Earnings $ 76,290 $ 90,985 $ 226,566 $ 326,113 Pro Forma Distributable Earnings (pre-tax) 108,607 145,978 247,028 571,803 Pro Forma Distributable Earnings, Net attributable to common stockholders Estimated DE effective tax rate 23% 23% 23% 23% TPG Inc. Taxes 24,980 33,575 56,816 131,515 TPG Inc. After-Tax DE 83,627 112,403 190,212 440,288 Shares outstanding 319,176,900 319,176,900 319,176,900 319,176,900 TPG Inc. After-Tax DE per share 0.26 0.35 0.60 1.38 Target dividend policy 85% 85% 85% 85% Pro Forma Dividend per common share $ 0.22 $ 0.30 $ 0.51 $ 1.17 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020;see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. TPG | 29
Fund Performance Metrics Investor ($ in millions, as of 12/31/21) Vintage Capital Capital Realized Unrealized Total Gross Gross Net Net Fund Year(1) Committed(2) Invested(3) Value(4) Value(5) Value(6) IRR(7) MoM(7) IRR(8) MoM(9) Platform: Capital Capital Funds Air Partners 1993 $ 64 $ 64 $ 697 $ $ 697 81% 10.9x 73% 8.9x TPG I 1994 721 696 3,0953,095 47% 4.4x 36% 3.5x TPG II 1997 2,500 2,554 5,0105,010 13% 2.0x 10% 1.7x TPG III 1999 4,497 3,718 12,36012,360 34% 3.3x 26% 2.6x TPG IV 2003 5,800 6,157 13,728 6 13,734 20% 2.2x 15% 1.9x TPG V 2006 15,372 15,564 22,060 17 22,077 6% 1.4x 5% 1.4x TPG VI 2008 18,873 19,220 32,613 1,144 33,757 14% 1.8x 10% 1.5x TPG VII 2015 10,495 10,000 13,785 8,853 22,638 28% 2.2x 21% 1.9x TPG VIII 2019 11,505 7,949 1,659 9,847 11,506 86% 1.6x 50% 1.4x Capital Funds 69,827 65,922 105,007 19,867 124,874 23% 1.9x 15% 1.7x Asia Funds Asia I 1994 96 78 7171 (3%) 0.9x (10%) 0.7x Asia II 1998 392 764 1,6691,669 17% 2.2x 14% 1.9x Asia III 2000 724 623 3,3163,316 46% 5.3x 31% 3.8x Asia IV 2005 1,561 1,603 4,0894,089 23% 2.6x 17% 2.1x Asia V 2007 3,841 3,257 4,977 642 5,619 10% 1.7x 6% 1.4x Asia VI 2012 3,270 3,136 2,263 4,936 7,199 20% 2.3x 15% 1.9x Asia VII 2017 4,630 4,066 1,045 6,251 7,296 39% 1.9x 26% 1.6x Asia Funds 14,514 13,527 17,430 11,829 29,259 21% 2.2x 15% 1.8x THP 2019 2,704 1,540 262 2,240 2,502 90% 1.9x 52% 1.5x Continuation Vehicles AAF 2021 1,317 1,167 24 1,370 1,394 NM NM NM NM AION 2021 207 207207 207 NM NM NM NM Continuation Vehicles 1,524 1,374 24 1,577 1,601 NM NM NM NM Platform: Capital (excl-Legacy(15)) 88,569 82,363 122,723 35,513 158,236 23% 2.0x 15% 1.7x Legacy Funds TES I 2016 303 206 70 230 300 22% 1.4x 13% 1.3x Platform: Capital $ 88,872 $ 82,569 $ 122,793 $ 35,743 $ 158,536 23% 2.0x 15% 1.7x Note: Past performance is not indicative of future results. TPG | 30
Fund Performance Metrics (Contd) Investor ($ in millions, as of 12/31/21) Vintage Capital Capital Realized Unrealized Total Gross Gross Net Net Fund Year(1) Committed(2) Invested(3) Value(4) Value(5) Value(6) IRR(7) MoM(7) IRR(8) MoM(9) Platform: Growth Growth Funds STAR 2007 $ 1,264 $ 1,259 $ 1,851 $ 72 $ 1,923 13% 1.5x 6% 1.3x Growth II 2011 2,041 2,184 4,651 617 5,268 22% 2.5x 16% 2.0x Growth III 2015 3,128 3,085 4,178 2,715 6,893 32% 2.2x 23% 1.8x Growth IV 2017 3,739 3,156 1,088 4,762 5,850 33% 1.8x 22% 1.5x Growth II (Gator) 2019 726 685 581 613 1,194 47% 1.7x 35% 1.5x Growth V 2020 3,558 1,9072,475 2,475 NM NM NM NM Growth Funds 14,456 12,276 12,349 11,254 23,603 22% 2.0x 15% 1.7x TDM 2017 510 406815 815 30% 2.0x 24% 1.8x TTAD I 2018 1,574 1,497 259 2,431 2,690 60% 1.9x 49% 1.7x TTAD II 2021 2,501 518518 518 NM NM NM NM Platform: Growth (Excl-Legacy(15)) 19,041 14,697 12,608 15,018 27,626 23% 2.0x 16% 1.7x Legacy Funds Biotech III 2008 510 468 934 577 1,511 18% 3.2x 13% 2.5x Biotech IV 2012 106 99 121 5 126 8% 1.3x 3% 1.1x Biotech V 2016 88 78 19 69 88 5% 1.1x 1% 1.0x ART 2013 258 239 27 260 287 4% 1.2x 0% 1.0x Platform: Growth 20,003 15,581 13,709 15,929 29,638 22% 2.0x 16% 1.7x Platform: Impact The Rise Funds Rise I 2017 2,106 1,775 846 2,799 3,645 32% 2.1x 22% 1.7x Rise II 2020 2,176 1,284 12 1,737 1,749 164% 1.6x 82% 1.3x The Rise Funds 4,282 3,059 858 4,536 5,394 37% 1.9x 25% 1.6x TSI 2018 333 133 368368 35% 2.8x 25% 2.1x Evercare 2019 621 407 7 535 542 14% 1.3x 7% 1.1x Rise Climate 2021 6,731 137139 139 NM NM NM NM Platform: Impact $ 11,967 $ 3,736 $ 1,233 $ 5,210 $ 6,443 34% 1.9x 23% 1.5x Note: Past performance is not indicative of future results. TPG | 31
Fund Performance Metrics (Contd) Investor ($ in millions, as of 12/31/21) Vintage Capital Capital Realized Unrealized Total Gross Gross Net Net Fund Year(1) Committed(2) Invested(3) Value(4) Value(5) Value(6) IRR(7) MoM(7) IRR(8) MoM(9) Platform: Real Estate TPG Real Estate Partners DASA RE 2012 $ 1,078 $ 576 $ 1,068 $ 11 $ 1,079 21% 1.9x 16% 1.6x TPG RE II 2014 2,065 2,186 2,970 695 3,665 31% 1.8x 21% 1.6x TPG RE III 2018 3,722 3,601 1,078 3,537 4,615 41% 1.4x 30% 1.3x TPG Real Estate Partners 6,865 6,363 5,116 4,243 9,359 27% 1.6x 20% 1.4x TRTX 2014 1,916 (14) NM NM NM NM NM NM NM NM TAC+ 2021 1,540 595 24 571 595 NM NM NM NM Platform: Real Estate 10,321 6,958 5,140 4,814 9,954 27% 1.6x 20% 1.4x Platform: Market Solutions TPEP Long/Short NM NM NM NM 3,030 NM NM (13) NM NM (13) NM TPEP Long Only NM NM NM NM 2,102 NM NM (13) NM NM (13) NM TSCF 2021 1,108 100109 109 NM NM NM NM NewQuest I 2011 234 291 767767 48% 3.2x 37% 2.3x NewQuest II 2013 310 337 544 228 772 27% 2.3x 21% 1.9x NewQuest III 2016 541 498 267 664 931 23% 1.8x 15% 1.5x NewQuest IV 2020 1,000 611 5 846 851 112% 1.5x 56% 1.3x Platform: Market Solutions(12) 3,193 1,837 1,583 6,979 3,430 40% 2.0x 28% 1.6x Discontinued Funds(16) 5,870 4,103 5,3025,302 7% 1.3x 3% 1.1x Total (excl-Legacy(15) and Discontinued Funds(16)) 133,091 109,591 143,287 67,534 205,689 23% 2.0x 15% 1.7x Total $140,226 $114,784 $149,760 $ 68,675 $213,303 22% 1.9x 14% 1.6x Note: Past performance is not indicative of future results. TPG | 32
Fund Performance Metrics Notes 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 funds 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 recently 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 funds initial closing. Capital Committed represents the amount of inception to date commitments a particular fund has received. 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 funds 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 funds credit facility. 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 funds partnership agreement. 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 partners estimate of the unrealized fair value of the funds 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. 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. 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 funds credit facility to fund investments) and performance allocations. With respect to interest expense and other fees arising from amounts borrowed under the funds 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 funds 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 funds 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. TPG | 33
Fund Performance Metrics Notes (Contd) 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. 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 funds 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 and does not necessarily reflect the actual return of any particular investor. Net IRR for a platform does not include the cash flows for funds that are not currently presenting a Net IRR to their investors. 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 funds 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 funds 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. NM signifies that the relevant data would not be meaningful. Gross IRR and Gross MoM generally deemed NM during its initial period of operation, but in no event for more than two years after the date of the funds first investment; in this period, we believe that these metrics do not accurately represent a funds overall performance given the impact of organizational costs and other fees and expenses that are typically incurred early in the life of a fund. NM can also be used when the presented metric is not applicable to the product being shown. Net IRR and Investor Net MoM for a fund are generally deemed NM during its initial period of operation, but in no event for more than two years after the date of the funds first investment; in this period, TPG believes that these metrics do not accurately represent a funds overall performance given the impact of organizational costs and other fees and expenses that are typically incurred early in the life of a fund. 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, 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, 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. 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. As of December 31, 2021, TPEP Long/Short had estimated inception-to-date gross returns of 147% and net returns of 108%. 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 TPEPs 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; (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 investors eligibility to participate in gains and losses from new issue securities. Unrealized Value represents net asset value before redemptions. (continued on next page) TPG | 34
Fund Performance Metrics Notes (Contd) (continued) As of December 31, 2021, TPEP Long Only had estimated inception-to-date gross returns of 34% and net returns of 34%. 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 Onlys 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 investors eligibility to participate in gains and losses from new issue securities. Unrealized Value represents net asset value before redemptions. Capital Committed for TRTX includes $1,201 million of private capital raised prior to TRTXs initial public offering and $716 million issued during and subsequent to TRTXs initial public offering. Legacy funds represent funds whose strategies are not expected to have successor funds but that have not yet been substantially wound down. Discontinued funds represent legacy funds that have substantially been wound down or are fully liquidated. The following TPG funds are considered discontinued: Latin America, Aqua I, Aqua II, Ventures, Biotech I, Biotech II, TPG TFP, TAC 2007 and DASA PE. Total TPG track record amounts do not include results from RMBShanghai and RMBChongqing or China Ventures, a joint venture partnership. TPG | 35
Reconciliations and Disclosures
GAAP to Non-GAAP Financial Measures Reconciliation ($ in thousands) 4Q20 4Q21 FY20 FY21 GAAP Revenue $1,550,433 $1,079,327 $2,114,838 $4,976,387 Capital-allocation Income (1,326,148) (786,538) (1,231,472) (3,998,483) Deconsolidation of former affiliate (87,235) -Expense Reimbursements (34,240) (50,109) (110,457) (132,810) Investment income and other 9,111 (3,556) 30,359 21,984 Fee-Related Revenue $199,156 $239,124 $716,033 $867,078 GAAP Expense $191,606 $299,023 $817,556 $916,566 Depreciation and amortization expense (1,761) (16,086) (7,137) (21,223) Interest expense (4,449) (3,973) (18,993) (16,291) Expense related to consolidated TPG Funds and Public SPACs (4,227) 3,728 (7,963) (20,764) Deconsolidation of former affiliate (96,324) -Expense Reimbursements (34,240) (50,109) (110,457) (132,810) Non-core expenses and other (308) (42,282) 37,901 (36,951) Fee-Related Expenses $146,621 $190,301 $614,583 $688,527 ($ in thousands) 4Q20 4Q21 FY20 FY21 Net Income $1,143,761 $833,758 $1,438,932 $4,655,997 Net (income) loss attributable to redeemable interests in Public SPACs 195,906 (21,922) 195,906 (155,131) Net (income) loss attributable to non-controlling interests in consolidated TPG Funds (1,402) (11,096) 12,380 (19,287) Net (income) loss attributable to other non-controlling interests (617,697) (414,406) (548,504) (2,081,170) Gain on deconsolidation (401,695) -Amortization expense7,09814,195 Unrealized performance allocations, net (429,728) (96,417) (267,432) (856,505) Unrealized investment income (65,500) 16,315 (20,009) (295,390) Unrealized (gain) loss on derivatives 21,056 (3,907) 21,056 (20,626) Proceeds from sale of non-controlling interests 10,833 -Non-recurring items and other(2,220)(2,220) After-tax Distributable Earnings 246,396 307,203 441,467 1,239,863 Income taxes 3,920 2,909 9,305 9,308 Distributable Earnings 250,316 310,112 450,772 1,249,171 Realized performance allocations, net (197,287) (251,158) (313,490) (999,603) Realized investment income and other, net (6,283) (15,972) (57,231) (92,720) Depreciation expense 1,736 2,158 6,556 6,775 Interest expense, net 4,053 3,683 14,843 14,928 Fee-Related Earnings $ 52,535 $ 48,823 $101,450 $178,551 TPG | 37
GAAP to Non-GAAP Balance Sheet Reconciliation ($ in thousands) 3Q21 4Q21 Total GAAP Assets $ 10,770,033 $8,962,013 Impact of consolidated TPG Funds and Public SPACs Cash and cash equivalents (4,211) (5,371) Assets held in Trust Accounts (1,285,021) (1,000,027) Investments (250,162) -Due from affiliates (1,927) (74) Due from counterparty (96,164) -Other assets (3,066) (18,993) Subtotal for impact of consolidated TPG Funds and (1,640,551) (1,024,465) Public SPACs Impact of other consolidated entities Cash and cash equivalents (1,447,681) (730,359) Due from affiliates (133,042) 81,557 Investments (2,088,077) (3,841,372) Right-of-use assets (161,927) (157,467) Other assets (296,853) (459,736) Subtotal for impact of other consolidated entities (4,127,580) (5,107,377) Reclassification adjustments Due from affiliates (13,473) (13,930) Investments (4,576,754) (2,267,673) Accrued performance fees 2,414,330 1,344,347 Other investments 1,546,471 894,741 Other assets 613,881 105,092 Subtotal for reclassification adjustments (15,545) 62,577 Total Book Assets $ 4,986,357 $2,892,748 ($ in thousands) 3Q21 4Q21 Total GAAP Liabilities $ 2,166,601 $1,700,572 Impact of consolidated TPG Funds and Public SPACs Accounts payable and accrued expenses (11,387) (8,484) Securities sold, not yet purchased (70,630) -Due to affiliates (368) -Due to counterparty (9,308) -Derivative liabilities of Public SPACs (33,343) (13,048) Deferred underwriting (44,975) (35,000) Subtotal for impact of consolidated TPG Funds and (170,011) (56,532) Public SPACs Impact of other consolidated entities Accounts payable and accrued expenses (317,097) (131,737) Due to affiliates (596,235) (820,998) Operating lease liability (180,570) (177,003) Other liabilities (60,502) (61,052) Subtotal for impact of other consolidated entities (1,154,404) (1,190,790) Reclassification adjustments Accounts payable and accrued expenses 579,358 522,653 Due to affiliates (591,453) (6,002) Other liabilities (3,450) (190) Subtotal for reclassification adjustments (15,545) 516,461 Total Book Liabilities $ 826,641 $ 969,711 TPG | 38
4Q20 Pro Forma GAAP Statements of Operations Reorganization and Other Offering Transaction Transaction ($ in thousands) GAAP 4Q20 Adjustments Adjustments Pro Forma 4Q20 Revenues Fees and other $224,285 $ 4,294 $- $228,579 (3) Capital allocation-based income 1,326,148 (17,806)1,308,342 (1) Total revenues 1,550,433 (13,512)1,536,921 Expenses Compensation and benefits 116,074 (21,509) 138,684 233,249 (57) Performance allocation compensation747,290747,290 (5) General, administrative and other 65,095 65,095 Depreciation and amortization 1,761 1,761 Interest expense 4,449 9985,447 (4) Expenses of consolidated TPG Funds and Public SPACs: Interest expense 276 (276) (1) Other 3,951 1,2385,189 (1) Total expenses 191,606 727,741 138,684 1,058,031 Investment income Income from investments: Net gains from investment activities 25,347 (25,347) (1) Interest, dividends and other 1,955 (771)1,184 (1) Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities (197) 197 (1) Unrealized gains (losses) on derivative liabilities (239,269) (239,269) Interest, dividends and other 1,031 (1,020)11 (1) Total investment income (211,133) (26,941)(238,074) Income before income taxes 1,147,694 (768,194) (138,684) 240,816 Income tax expense 3,933 1,487 11,502 16,922 (1), (8) Net income 1,143,761 (769,681) (150,186) 223,894 Less: Net (loss) income attributable to redeemable equity in Public SPACs (195,906) (195,906) Net (loss) income attributable to non-controlling interests in consolidated TPG Funds 1,402 (1,402) (1) Net (loss) income attributable to other non-controlling interests 730,107 (258,641) (96,638) 374,828 (15), (9) Net income attributable to TPG Inc. $608,158 $ (509,638) $(53,548) $44,972 See footnotes on the following pages. TPG | 39
4Q21 Pro Forma GAAP Statements of Operations Reorganization and Other Offering Transaction Transaction ($ in thousands) GAAP 4Q21 Adjustments Adjustments Pro Forma 4Q21 Revenues Fees and other $292,789 $ 3,950 $- $296,739 (3) Capital allocation-based income 786,538 (7,447)779,091 (1) Total revenues 1,079,327 (3,497)1,075,830 Expenses Compensation and benefits 187,032 (42,920) 124,319 268,431 (57) Performance allocation compensation502,308502,308 (5) General, administrative and other 95,660 95,660 Depreciation and amortization 16,086 16,086 Interest expense 3,973 9984,971 (4) Expenses of consolidated TPG Funds and Public SPACs: Interest expense 167 (167) (1) Other (3,895) (434)(4,329) (1) Total expenses 299,023 459,785 124,319 883,127 Investment income Income from investments: Net gains from investment activities 14,873 17,41932,292 (1) Interest, dividends and other (499) (499) Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities 14,384 (14,384) (1) Unrealized gains (losses) on derivative liabilities 20,294 20,294 Interest, dividends and other 7,350 (1,093)6,257 (1) Total investment income 56,402 1,94258,344 Income before income taxes 836,706 (461,340) (124,319) 251,047 Income tax expense 2,94812,298 15,246 (8) Net income 833,758 (461,340) (136,617) 235,801 Less: Net (loss) income attributable to redeemable equity in Public SPACs 21,922 21,922 Net (loss) income attributable to non-controlling interests in consolidated TPG Funds 11,096 (11,096) (1) Net (loss) income attributable to other non-controlling interests 474,879 (316,063) 13,816 172,632 (15), (9) Net income attributable to TPG Inc. $325,861 $ (134,181) $ (150,433) $41,247 See footnotes on the following pages. TPG | 40
Quarterly Pro Forma GAAP Statements of Operations Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data 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 at 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 $4.8 million and $165.3 million from net income attributable to controlling interests to non-controlling interests for the quarters ended December 31, 2021 and 2020, respectively. 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 quarter ended December 31, 2021, the impact results in the exclusion of total revenues of $7.4 million and investment loss of $17.4 million with an increase to net income attributable to controlling interests of $8.4 million and non-controlling interest of $1.6 million. For the quarter ended December 31, 2020, the impact results in the exclusion of total revenues of $17.8 million and investment income of $26.1 million with a reduction to net income attributable to controlling interests of $37.0 million and non-controlling interest of $6.9 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 Groups 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 quarter ended December 31, 2021, this results in a reduction of $0.6 million of expenses and $15.5 million of investment income, and associated impacts to income attributable to controlling interests, non-controlling interest in consolidated TPG Funds, and non-controlling interests. For the quarter ended December 31, 2020, this results in an increase in net expenses of $1.0 million, a reduction of $0.8 million of investment income, and associated impacts to income attributable to controlling, non-controlling interest in consolidated TPG Funds and non-controlling interests. This adjustment relates to the changes in economic entitlements that the holders of TPG Operating Group Common Units will 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 will 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. RemainCos 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 will reduce 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 $173.3 million and $297.1 million, for the quarters ended December 31, 2021 and 2020, respectively, from net income attributable to controlling interests to net income attributable to other non-controlling interests. TPG | 41
Quarterly Pro Forma GAAP Statements of Operations Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data continued This amount reflects an administrative services fee that we will receive for managing the Excluded Assets to be transferred to RemainCo that will not be part of the TPG Operating Group. The fee is based on 1% of the net asset value of RemainCo. 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 $1.0 million with a corresponding impact to net income attributable to controlling interests and non-controlling interest holders, for the quarters ended December 31, 2021 and 2020. 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 quarter ended December 31, 2021, the impact to the unaudited pro forma condensed consolidated statement of operations included additional performance allocation compensation of $459.4 million with a corresponding reduction to net income attributable to non-controlling interest and a reduction of $42.9 million from compensation and benefits with a corresponding increase to net income attributable to controlling and non-controlling interest of $36.2 million and $6.7 million, respectively. Amounts have been derived based upon our historical results. For the quarter ended December 31, 2020, the impact to the unaudited pro forma condensed consolidated statement of operations included additional increase to performance allocation compensation of $725.8 million with a corresponding reduction to net income attributable to non-controlling interest and a reduction of $21.5 million from compensation with a corresponding increase to net income attributable to controlling and non-controlling interest of $18.1 million and $3.4 million, respectively. Amounts have been derived based upon our historical results. 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 will both be presented as non-controlling interest holders within our consolidated financial statements. We intend to account for the TPG Partner Holdings units and indirect economic interests in RemainCo as compensation expense in accordance with Accounting Standards Codification 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 quarters ended December 31, 2021 and 2020 totaling $106.1 million and $121.1 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. TPG | 42
Quarterly Pro Forma GAAP Statements of Operations Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data continued In connection with the 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 recipients continued provision of services to the Company or its affiliates through the vesting date. In addition, under the TPG Inc. 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 the beginning of the period presented. The grants of such RSUs results in recognition of compensation expense for the quarters ended December 31, 2021 and 2020 in the amount of $18.3 million and $17.6 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 will be 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. The TPG Operating Group partnerships have been and are expected to 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 23.0% 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. 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. 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 Groups business and affairs. 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 will represents 74.4% of the consolidated income before taxes of the TPG Operating Group. Promote Units are not included in this calculation of ownership interest. TPG | 43
FY20 Pro Forma GAAP Statements of Operations Reorganization and Other Offering Transaction Transaction ($ in thousands) GAAP FY20 Adjustments Adjustments Pro Forma FY20 Revenues Fees and other $883,366 $(67,998) $- $815,368 (1), (3) Capital allocation-based income 1,231,472 159,8401,391,312 (1) Total revenues 2,114,838 91,8422,206,680 Expenses Compensation and benefits 522,715 (158,785) 657,042 1,020,972 (1), (57) Performance allocation compensation721,097721,097 (5) General, administrative and other 260,748 (33,885) 19,496 246,359 (1), (8) Depreciation and amortization 7,137 (397)6,740 (1) Interest expense 18,993 3,37922,372 (1), (4) Expenses of consolidated TPG Funds and Public SPACs: Interest expense 722 (722) (1) Other 7,241 (2,016)5,225 (1) Total expenses 817,556 528,671 676,538 2,022,765 Investment income Income from investments: Net gains (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)5,009 (1) Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities (18,691) 18,691 (1) Unrealized gains (losses) on derivative liabilities (239,269) (239,269) Interest, dividends and other 5,410 (5,399)11 (1) 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 23,180 33,262 (1), (9) Net income 1,438,932 (822,810) (699,718) (83,596) Less: Net (loss) income attributable to redeemable equity in Public SPACs (195,906) (195,906) Net (loss) income attributable to non-controlling interests in consolidated TPG Funds (12,380) 12,380 (1) Net (loss) income attributable to other non-controlling interests 719,640 (332,094) (359,307) 28,239 (15), (10) Net income attributable to TPG Inc. $927,578 $ (503,096) $ (340,411) $84,071 See footnotes on the following pages. TPG | 44
FY21 Pro Forma GAAP Statements of Operations Reorganization and Other Offering Transaction Transaction ($ in thousands) GAAP FY21 Adjustments Adjustments Pro Forma FY21 Revenues Fees and other $977,904 $ 20,807 $- $998,711 (3) Capital allocation-based income 3,998,483 (8,653)3,989,830 (1) Total revenues 4,976,387 12,1544,988,541 Expenses Compensation and benefits 579,698 (140,278) 500,607 940,027 (57) Performance allocation compensation2,538,5052,538,505 (5) General, administrative and other 278,590 278,590 Depreciation and amortization 21,223 21,223 Interest expense 16,291 3,99120,282 (4) Expenses of consolidated TPG Funds and Public SPACs: Interest expense 740 (740) (1) Other 20,024 (1,629)18,395 (1) 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)260,359 (1) Interest, dividends and other 6,460 6,460 Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities 23,392 (23,392) (1) Unrealized gains (losses) on derivative liabilities 211,822 211,822 Interest, dividends and other 10,321 (4,029)6,292 (1) 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 9,03868,941 77,979 (9) Net income 4,655,997 (2,507,976) (569,548) 1,578,473 Less: Net (loss) income attributable to redeemable equity in Public SPACs 155,131 155,131 Net (loss) income attributable to non-controlling interests in consolidated TPG Funds 19,287 (19,287) (1) Net (loss) income attributable to other non-controlling interests 2,455,825 (1,490,481) 226,650 1,191,994 (15), (10) Net income attributable to TPG Inc. $2,025,754 $(998,208) $ (796,198) $231,348 See footnotes on the following pages. TPG | 45
Annual Pro Forma GAAP Statements of Operations Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data 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 at 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 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 Groups 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. 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. This adjustment relates to the changes in economic entitlements that the holders of TPG Operating Group Common Units will 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 will 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. RemainCos 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 will reduce 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. TPG | 46
Annual Pro Forma GAAP Statements of Operations Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data continued This amount reflects an administrative services fee that we will receive for managing the Excluded Assets to be transferred to RemainCo that will not be part of the TPG Operating Group. The fee is based on 1% of the net asset value of RemainCo. 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. 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 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 increase to 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 compensation 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. 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 will both be presented as non-controlling interest holders within our consolidated financial statements. We intend to account for the TPG Partner Holdings units and indirect economic interests in RemainCo as compensation expense in accordance with Accounting Standards Codification 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. TPG | 47
Annual Pro Forma GAAP Statements of Operations Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data continued In connection with the 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 recipients continued provision of services to the Company or its affiliates through the vesting date. In addition, under 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 the beginning of the period presented. 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 will be 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. We have estimated we will incur 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. The TPG Operating Group partnerships have been and are expected to 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 will flow 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 23.0% 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. 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. 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 Groups business and affairs. 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 will represents 74.4% of the consolidated income before taxes of the TPG Operating Group. Promote Units are not included in this calculation of ownership interest. TPG | 48
4Q Pro Forma Non-GAAP Financial Measures Reorganization and Offering Other Transaction Transaction Pro Forma Non-($ in thousands) Non-GAAP 4Q20 Adjustments Adjustments GAAP 4Q20 Fee-Related Revenues Management Fees $158,816 $- $- $158,816 Transaction, monitoring and other fees, net 29,710 29,710 Other Income 10,630 2,24712,877 (1) Fee-Related Revenues 199,156 2,247201,403 Fee-Related Expenses Compensation and benefits, net 105,767 (21,508)84,259 (2) Operating expenses, net 40,854 40,854 Fee-Related Expenses 146,621 (21,508)125,113 Fee-Related Earnings 52,535 23,75576,290 Realized performance allocations, net 197,287 (156,482)40,805 (2), (3) Realized investment income and other, net 6,282 (7,983)(1,701) (4) Depreciation expense (1,736) (1,736) Interest expense, net (4,052) (999)(5,051) (5) Distributable Earnings 250,316 (141,709)108,607 Income taxes (3,920)(2,478) (6,398) (6) After-Tax Distributable Earnings $246,396 $ (141,709) $ (2,478) $102,209 Reorganization and Offering Other Transaction Transaction Pro Forma Non-($ in thousands) Non-GAAP 4Q21 Adjustments Adjustments GAAP 4Q21 Fee-Related Revenues Management Fees $201,876 $- $- $201,876 Transaction, monitoring and other fees, net 24,666 24,666 Other Income 12,582 (758)11,824 (1) Fee-Related Revenues 239,124 (758)238,366 Fee-Related Expenses Compensation and benefits, net 154,474 (42,920)111,554 (2) Operating expenses, net 35,827 35,827 Fee-Related Expenses 190,301 (42,920)147,381 Fee-Related Earnings 48,823 42,16290,985 Realized performance allocations, net 251,158 (197,493)53,665 (2), (3) Realized investment income and other, net 15,972 (7,805)8,167 (4) Depreciation expense (2,158) (2,158) Interest expense, net (3,683) (998)(4,681) (5) Distributable Earnings 310,112 (164,134)145,978 Income taxes (2,909)(5,690) (8,599) (6) After-Tax Distributable Earnings $307,203 $ (164,134) $ (5,690) $137,379 See footnotes on the following pages. TPG | 49
Quarterly Pro Forma Non-GAAP Financial Measures Footnotes Notes to the Unaudited Quarterly Pro Forma Non-GAAP Financial Measures 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 will 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. This adjustment reflects the reduction of our cash-based bonuses we historically paid to our partners and professionals within compensation and benefits, net. Through the Reorganization, we have increased certain of our peoples 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 $42.9 million and $21.5 million for the quarters ended December 31, 2021 and 2020, respectively. 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 will receive 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 cash-based bonuses paid to our partners. The impact of this adjustment is a decrease in realized performance allocations, net of $197.5 million and $156.5 million for the quarters ended December 31, 2021 and 2020, respectively. The difference in realized investment income and other, net is related to the transfer to RemainCo of 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 $7.8 million and $8.0 million for the quarters ended December 31, 2021 and 2020, respectively. 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 $1.0 million for the quarters ended December 31, 2021 and 2020. The difference in income tax expense is attributable to the Corporate Conversion. The income tax expense adjustment reflects TPG Inc.s share of pro forma pre-tax distributable earnings, which equals 25.6%, multiplied by TPG Inc.s effective tax rate of 23.0%. TPG | 50
FY Pro Forma Non-GAAP Financial Measures Reorganization and Offering Other Transaction Transaction Pro Forma Non-($ in thousands) Non-GAAP FY20 Adjustments Adjustments GAAP FY20 Fee-Related Revenues Management Fees $623,658 $- $- $623,658 Transaction, monitoring and other fees, net 49,455 49,455 Other Income 42,920 11,41954,339 (1) Fee-Related Revenues 716,033 11,419727,452 Fee-Related Expenses Compensation and benefits, net 441,245 (113,697)327,548 (2) Operating expenses, net 173,338 173,338 Fee-Related Expenses 614,583 (113,697)500,886 Fee-Related Earnings 101,450 125,116226,566 Realized performance allocations, net 313,490 (272,673)40,817 (2), (3) Realized investment income and other, net 57,231 (32,700) (19,495) 5,036 (4) Depreciation expense (6,556) (6,556) Interest expense, net (14,843) (3,992)(18,835) (5) Distributable Earnings 450,772 (184,249) (19,495) 247,028 Income taxes (9,305)(5,247) (14,552) (6) After-Tax Distributable Earnings $441,467 $ (184,249) $(24,742) $232,476 Reorganization and Offering Other Transaction Transaction Pro Forma Non-($ in thousands) Non-GAAP FY21 Adjustments Adjustments GAAP FY21 Fee-Related Revenues Management Fees $718,364 $- $- $718,364 Transaction, monitoring and other fees, net 102,041 102,041 Other Income 46,673 7,28453,957 (1) Fee-Related Revenues 867,078 7,284874,362 Fee-Related Expenses Compensation and benefits, net 521,413 (140,278)381,135 (2) Operating expenses, net 167,114 167,114 Fee-Related Expenses 688,527 (140,278)548,249 Fee-Related Earnings 178,551 147,562326,113 Realized performance allocations, net 999,603 (794,939)204,664 (2), (3) Realized investment income and other, net 92,720 (26,000)66,720 (4) Depreciation expense (6,775) (6,775) Interest expense, net (14,928) (3,991)(18,919) (5) Distributable Earnings 1,249,171 (677,368)571,803 Income taxes (9,308)(24,376) (33,684) (6) After-Tax Distributable Earnings $1,239,863 $ (677,368) $(24,376) $538,119 See footnotes on the following pages. TPG | 51
Annual Pro Forma Non-GAAP Financial Measures Footnotes Notes to the Unaudited Annual Pro Forma Non-GAAP Financial Measures 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 will 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. This adjustment reflects the reduction of our cash-based bonuses we historically paid to our partners and professionals within compensation and benefits, net. Through the Reorganization, we have increased certain of our peoples 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. 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 will receive 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 cash-based bonuses 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. The difference in realized investment income and other, net is related to the transfer to RemainCo of 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. 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 $4.0 million for the years ended December 31, 2021 and 2020. The difference in income tax expense is attributable to the Corporate Conversion. The income tax expense adjustment reflects TPG Inc.s share of pro forma pre-tax distributable earnings, which equals 25.6%, multiplied by TPG Inc.s effective tax rate of 23.0%. TPG | 52
3Q21 Pro Forma GAAP Balance Sheet Reorganization and TPG Group Holdings Other Transaction Offering Transaction TPG Inc. Pro Forma ($ in thousands) Historical 3Q21 Adjustments Adjustments 3Q21 Assets Cash and cash equivalents $1,783,221 $ (88,700) $431,217 $2,125,738 (1), (5), (8) Restricted cash 13,136 13,136 Due from affiliates 146,515 146,515 Investments 6,664,831 (721,410)5,943,421 (1) Right-of-use assets 161,927 161,927 Other assets 359,852(9,361) 350,491 (8) Assets of consolidated TPG Funds and Public SPACs: Cash and cash equivalents 4,211 (834)3,377 (1) Investments held in Trust Accounts 1,285,021 1,285,021 Investments 250,162 (250,162) (1) Due from affiliates 1,927 (1,927) (1) Due from counterparty 96,164 (96,164) (1) Other assets 3,066 (361)2,705 (1) Total assets 10,770,033 (1,159,559) 421,856 10,032,330 Liabilities, redeemable equity and partners capital Accounts payable and accrued expenses 319,507 319,507 Due to affiliates 1,187,688 (254,417) 11,785 945,056 (1), (9) Secured borrowings, net 244,874 244,874 Senior unsecured term loan200,000200,000 (3) Revolving credit facility to affiliate Accrued performance allocations compensation3,475,2993,475,299 (4) Operating lease liabilities 180,570 180,570 Other liabilities 63,951(9,361) 54,590 (8) Liabilities of consolidated TPG Funds and Public SPACs: Accounts payable and accrued expenses 11,387 (987)10,400 (1) Securities sold, not yet purchased 70,630 (70,630) (1) Due to affiliates 368 (368) (1) Due to counterparty 9,308 (9,308) (1) Derivative liabilities of Public SPACs 33,343 33,343 Deferred underwriting 44,975 44,975 Total liabilities 2,166,601 3,339,589 2,424 5,508,614 Commitments and contingencies Redeemable equity from consolidated Public SPACs 1,285,021 1,285,021 Equity -Class A common stock 79 79 (6) Class B common stock 230 230 (7) Additional paid-in-capital 509,424 509,424 (10) Partners capital controlling interests 3,506,720 (2,155,229) (1,351,491)(1), (11) Retained earnings Total partners / stockholders equity attributable to TPG Inc. 3,506,720 (2,155,229) (841,758) 509,733 Non-controlling interests in consolidated TPG Funds 204,254 (204,254) (1) Other non-controlling interests 3,607,437 (2,139,665) 1,261,190 2,728,962 (14), (11) Total equity 7,318,411 (4,499,148) 419,432 3,238,695 Total liabilities, redeemable equity and equity $ 10,770,033 $ (1,159,559) $421,856 $ 10,032,330 See footnotes on the following pages. TPG | 53
Pro Forma GAAP Balance Sheet Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated GAAP Balance Sheet Measures as of September 30, 2021 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 due to affiliate amounts at 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. These transfers resulted in the reduction of cash of $13.7 million and due to affiliate amounts of $254.4 million, which increased partners capital by $203.2 million and non-controlling interests of $37.5 million. In addition, the transfer of performance allocation economic entitlements resulted in a transfer of $320.9 million from partners capital to non-controlling interests. In conjunction with the Reorganization, the TPG Operating Group transferred $75.0 million of cash on hand to RemainCo as a pre-IPO transaction, with an impact to partners capital of $63.3 million and non-controlling interests of $11.7 million. The TPG Operating Group also transferred the economic entitlements associated with certain other investments, including our investment in our former affiliate. The impact results in the transfer of $721.4 million of investments with an offsetting impact to partners capital totaling $609.0 million and non-controlling interest of $112.4 million. As part of the transfer of certain other investments, we transferred our co-investment interests in our historically consolidated TPG Funds to RemainCo. This resulted in the deconsolidation of those funds and resulted in the exclusion of $349.9 million of assets, $81.3 million of liabilities, $53.9 million of partners capital, $204.3 million on non-controlling interests in consolidated TPG Funds and $10.0 million in non-controlling interest. This adjustment relates to the economic entitlements that the TPG Operating Group retained, and the associated reallocation 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 will 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. RemainCos entitlement to performance allocations associated with future funds will step down over time. The primary impact of this is a reallocation from controlling interests to non-controlling interests. Specifically, this adjustment reflects a reclassification of $1,142.5 million from partners capital to other non-controlling interest. Reflects 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 the $200.0 million of proceeds from the senior unsecured term loan issuance. This adjustment relates to accrued performance allocation amounts owed to our partners and professionals. Prior to the Reorganization and the IPO, the entities that comprise the consolidated financial statements of TPG Group Holdings have been partnerships or limited liability companies, and our senior professionals were part of the ownership group of those entities. As such, their share of accrued performance allocations was reflected within other non-controlling interests on the TPG Group Holdings consolidated statement of financial condition, as these interests existed through the individuals ownership interests, and the income attributable to these performance allocation rights were included in net income attributable to other non-controlling interests on the TPG Group Holdings consolidated statement of operations. Additionally, we have adjusted the sharing percentages associated with certain performance allocations between our controlling and non-controlling interest holders, which resulted in an increase to amounts attributable to our historic non-controlling interest holders and a further increase to accrued performance allocation compensation. As of September 30, 2021, the carrying value of these performance allocations totaled approximately $3,457.3 million. An adjustment has been recorded to reclassify this balance from other non-controlling interests to a liability on the unaudited pro forma condensed consolidated statement of financial condition. Subsequent to the Reorganization, the amounts owed to our senior professionals will be treated as compensatory profit-sharing arrangements and reflected as a liability on our unaudited pro forma condensed consolidated statement of financial condition. TPG | 54
Pro Forma GAAP Balance Sheet Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated GAAP Balance Sheet Measures as of September 30, 2021 continued The adjustment reflects i) proceeds, net of estimated underwriting discounts, of $820.7 million from the IPO based on the issuance of 30,085,604 shares of Class A common stock at the IPO price of $29.50 per share, with a corresponding increase to additional paid-in capital and (ii) of the proceeds noted above, we used approximately $380.1 million to purchase Common Units from certain existing owners of the TPG Operating Group (none of whom is an active TPG partner or Founder), at the IPO price of $29.50 per share paid by the public for shares of our Class A common stock in the IPO. Reflects 70,811,664 shares of Class A common stock and 8,258,901 shares of nonvoting Class A common stock with a par value of $0.001 outstanding immediately after the IPO. This includes 30,085,604 shares of our Class A common stock issued in the IPO to new investors and 40,726,060 shares of Class A common stock and 8,258,901 shares of nonvoting Class A common stock received in exchange for Common Units by the holders of Common Units (other than TPG Inc.). In connection with the IPO, we issued 229,652,641 shares of Class B common stock with a par value of $0.001 to the TPG Operating Group owners, other than us or our wholly-owned subsidiaries, on a one-to-one basis with the number of Common Units they own across each of the three TPG Operating Group entities. Each share of our Class B common stock entitles its holder to ten votes. As part of the IPO and pursuant to the Exchange Agreement, each Common Unit that is not held by us or our wholly-owned subsidiaries is exchangeable for either cash equal to the value of one share of Class A common stock from a substantially concurrent public offering or private sale based on the closing price per share of the Class A common stock on the day before the pricing of such public offering or private sale (taking into account customary brokerage commissions or underwriting discounts actually incurred); or at our election, for one share of our Class A common stock (or, in certain cases, for shares of nonvoting Class A common stock). We are reflecting the TPG Operating Group Common Units held by our affiliates as non-controlling interests on the unaudited pro forma GAAP balance sheet since they relate to equity in the TPG Operating Group that is not attributable to us. We are deferring certain costs associated with this offering, including certain legal, accounting and other related expenses, which have been recorded in other assets, net in our unaudited pro forma condensed consolidated statement of financial condition. Upon completion of the IPO, we have incurred approximately $31.8 million of offering costs that are reflected as a reduction to additional paid-in capital, of which $9.4 million was recorded to other assets, net as of September 30, 2021. The remaining $22.4 million of offering costs are presented as an offset to proceeds from the IPO. We may incur additional costs related to the IPO which we expect to be settled in cash with the proceeds from the IPO. In connection with the IPO, we entered into the Tax Receivable Agreement with certain of our pre-IPO owners that provides for the payment by us (or our subsidiary) to such pre-IPO owners of 85% of cash tax savings, if any, that we actually realize, or we are deemed to realize (calculated using certain assumptions) as a result of the Covered Tax Items. We will retain the benefit of the remaining 15% of these net cash tax savings under the Tax Receivable Agreement. Pursuant to the corporate conversion and this offering, $11.8 million was recognized in due to affiliates for the Tax Receivable Agreement, which assumes: (i) only exchanges associated with this offering, (ii) a share price equal to $29.50 per share less any underwriting discounts and commissions, (iii) a constant U.S. federal and state income tax rate of 23.0%, (iv) no material changes in tax law, (v) the ability to utilize tax attributes, (vi) no adjustment for potential remedial allocations and (vii) future Tax Receivable Agreement payments. The impact of the Tax Receivable Agreement liability is reflected within additional paid-in capital. Reflects adjustments to additional paid-in capital as a result of: (i) proceeds from offering, net of underwriting discounts and unpaid offering costs, (ii) exchange of common units, (iii) reclassifying partners capital to additional paid-in capital, (iv) tax receivable agreement, (v) payment of offering costs, (vi) par value of common stock, and (vii) transfer to non-controlling interest holders. Following the IPO, we hold approximately 25.6% of the Common Units and 100% of the interests in certain intermediate holding companies. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Groups business and affairs. As a result, we continue to consolidate the financial results of the TPG Operating Group and report non-controlling interests related to the interests held by the other partners of the TPG Operating Group, which represents a majority of the economic interest in the TPG Operating Group on our consolidated statement of financial condition. TPG | 55
4Q21 Pro Forma GAAP Balance Sheet Reorganization and TPG Group Holdings Other Transaction Offering Transaction TPG Inc. Pro Forma ($ in thousands) Historical 4Q21 Adjustments Adjustments 4Q21 Assets Cash and cash equivalents $972,729 $ (27,200) $431,217 $1,376,746 (1), (3), (8) Restricted cash 13,135 13,135 Due from affiliates 185,321 185,321 Investments 6,109,046 6,109,046 Right-of-use assets 157,467 157,467 Other assets 499,850(23,988) 475,862 (8) Assets of consolidated TPG Funds and Public SPACs: Cash and cash equivalents 5,371 5,371 Investments held in Trust Accounts 1,000,027 1,000,027 Investments -Due from affiliates 74 74 Due from counterparty Other assets 18,993 18,993 Total assets 8,962,013 (27,200) 407,229 9,342,042 Liabilities, redeemable equity and partners capital Accounts payable and accrued expenses 134,351 134,351 Due to affiliates 826,999 (203,286) 10,611 634,324 (1), (6) Secured borrowings, net 244,950 244,950 Revolving credit facility to affiliate 199,494 199,494 Accrued performance allocation compensation3,848,1263,848,126 (2) Operating lease liabilities 177,003 177,003 Other liabilities 61,243(24,171) 37,072 (8) Liabilities of consolidated TPG Funds and Public SPACs: Accounts payable and accrued expenses 8,484 8,484 Derivative liabilities of Public SPACs 13,048 13,048 Deferred underwriting 35,000 35,000 Total liabilities 1,700,572 3,644,840 (13,560) 5,331,852 Commitments and contingencies Redeemable equity from consolidated Public SPACs 1,000,027 1,000,027 Equity Class A common stock 79 79 (4) Class B common stock 230 230 (5) Additional paid-in-capital 498,251 498,251 (7) Partners capital controlling interests 1,606,593 (439,196) (1,167,397)(1), (9) Retained earnings Total partners / stockholders equity attributable to TPG Inc. 1,606,593 (439,196) (668,837) 498,560 Non-Controlling interests in consolidated TPG Funds Other non-controlling interests 4,654,821 (3,232,844) 1,089,626 2,511,603 (1), (2), (9) Total Equity 6,261,414 (3,672,040) 420,789 3,010,163 Total liabilities, redeemable equity and equity $8,962,013 $ (27,200) $407,229 $9,342,042 See footnotes on the following pages. TPG | 56
Pro Forma GAAP Balance Sheet Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated GAAP Balance Sheet Measures as of December 31, 2021 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 due to affiliate amounts at 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. These transfers resulted in the reduction of cash of $27.2 million and due to affiliate amounts of $203.3 million, which increased partners capital by $148.5 million and non-controlling interests of $27.6 million. In addition, the transfer of performance allocation economic entitlements resulted in a transfer of $587.7 million from partners capital to non-controlling interests. This adjustment relates to accrued performance allocation amounts owed to our partners and professionals. Prior to the Reorganization and the IPO, the entities that comprise the consolidated financial statements of TPG Group Holdings have been partnerships or limited liability companies, and our senior professionals were part of the ownership group of those entities. As such, their share of accrued performance allocations was reflected within other non-controlling interests on the TPG Group Holdings consolidated statement of financial condition, as these interests existed through the individuals ownership interests, and the income attributable to these performance allocation rights were included in net income attributable to other non-controlling interests on the TPG Group Holdings consolidated statement of operations. Additionally, we have adjusted the sharing percentages associated with certain performance allocations between our controlling and non-controlling interest holders, which resulted in an increase to amounts attributable to our historic non-controlling interest holders and a further increase to accrued performance allocation compensation. As of December 31, 2021, the carrying value of these performance allocations totaled approximately $3,848.1 million. An adjustment has been recorded to reclassify this balance from other non-controlling interests to a liability on the unaudited pro forma condensed consolidated statement of financial condition. Subsequent to the Reorganization, the amounts owed to our senior professionals will be treated as compensatory profit-sharing arrangements and reflected as a liability on our unaudited pro forma condensed consolidated statement of financial condition. The adjustment reflects i) proceeds, net of estimated underwriting discounts, of $820.7 million from the IPO based on the issuance of 30,085,604 shares of Class A common stock at the IPO price of $29.50 per share, with a corresponding increase to additional paid-in capital and (ii) of the proceeds noted above, we used approximately $380.1 million to purchase Common Units from certain existing owners of the TPG Operating Group (none of whom is an active TPG partner or Founder), at the IPO price of $29.50 per share paid by the underwriters for shares of our Class A common stock in the IPO. Reflects 70,811,664 shares of Class A common stock and 8,258,901 shares of nonvoting Class A common stock with a par value of $0.001 outstanding immediately after the IPO. This includes 30,085,604 shares of our Class A common stock issued in the IPO to new investors and 40,726,060 shares of Class A common stock and 8,258,901 shares of nonvoting Class A common stock received in exchange for Common Units by the holders of Common Units (other than TPG Inc.). In connection with the IPO, we issued 229,652,641 shares of Class B common stock with a par value of $0.001 to the TPG Operating Group owners, other than us or our wholly-owned subsidiaries, on a one-to-one basis with the number of Common Units they own across each of the three TPG Operating Group entities. Each share of our Class B common stock entitles its holder to ten votes. As part of the IPO and pursuant to the Exchange Agreement, each Common Unit that is not held by us or our wholly-owned subsidiaries is exchangeable for either cash equal to the value of one share of Class A common stock from a substantially concurrent public offering or private sale based on the closing price per share of the Class A common stock on the day before the pricing of such public offering or private sale (taking into account customary brokerage commissions or underwriting discounts actually incurred); or at our election, for one share of our Class A common stock (or, in certain cases, for shares of nonvoting Class A common stock). We are reflecting the TPG Operating Group Common Units held by our affiliates as non-controlling interests on the unaudited pro forma GAAP balance sheet since they relate to equity in the TPG Operating Group that is not attributable to us. TPG | 57
Pro Forma GAAP Balance Sheet Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated GAAP Balance Sheet Measures as of December 31, 2021 continued In connection with the IPO, we entered into the Tax Receivable Agreement with certain of our pre-IPO owners that provides for the payment by us (or our subsidiary) to such pre-IPO owners of 85% of cash tax savings, if any, that we actually realize, or we are deemed to realize (calculated using certain assumptions) as a result of the Covered Tax Items. We will retain the benefit of the remaining 15% of these net cash tax savings under the Tax Receivable Agreement. Pursuant to the Corporate Conversion and the IPO, $10.6 million was recognized in due to affiliates for the Tax Receivable Agreement, which assumes: (i) only exchanges associated with the IPO, (ii) a share price equal to $29.50 per share less any underwriting discounts and commissions, (iii) a constant U.S. federal and state income tax rate of 23.0% (iv) no material changes in tax law, (v) the ability to utilize tax attributes, (vi) no adjustment for potential remedial allocations and (vii) future Tax Receivable Agreement payments. The impact of the Tax Receivable Agreement liability is reflected within additional paid-in capital. Reflects adjustments to additional paid-in capital as a result of: (i) proceeds from offering, net of underwriting discounts and unpaid offering costs, (ii) exchange of common units, (iii) reclassifying partners capital to additional paid-in capital, (iv) tax receivable agreement, (v) payment of offering costs, (vi) par value of common stock, and (vii) transfer to non-controlling interest holders. We are deferring certain costs associated with this offering, including certain legal, accounting and other related expenses, which have been recorded in other assets, net in our unaudited pro forma condensed consolidated statement of financial condition. Upon completion of the IPO, we incurred approximately $31.8 million of offering costs that will be reflected as a reduction to additional paid-in capital, of which $24.2 million was recorded to other assets, net as of December 31, 2021. The remaining $9.4 million of offering costs are presented as an offset to proceeds from the IPO. We may incur additional costs through the completion of this offering which we expect to be settled in cash with the proceeds from this offering. Following the IPO, we hold approximately 25.6% of the Common Units and 100% of the interests in certain intermediate holding companies. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Groups business and affairs. As a result, we continue to consolidate the financial results of the TPG Operating Group and report non-controlling interests related to the interests held by the other partners of the TPG Operating Group, which represents a majority of the economic interest in the TPG Operating Group on our consolidated statement of financial condition. TPG | 58
Pro Forma Non-GAAP Balance Sheet Reorganization and Offering Other Transaction Transaction Pro Forma Non- ($ in thousands) Non-GAAP 3Q21 Adjustments Adjustments GAAP 3Q21 Book Assets Cash and cash equivalents $335,540 $(88,700) $431,217 $678,057 (1), (2) Restricted Cash 13,135 13,135 Accrued performance allocations 2,414,330 (1,737,313)677,017 (1), (3) Other investments 1,546,471 (752,674)793,797 (1) Other assets, net 676,881 (30,450) (9,361) 637,070 (1), (2) Total Book Assets 4,986,357 (2,609,137) 421,856 2,799,076 Book Liabilities Accounts payable, accrued expenses and other 581,768 (254,417) 2,424 329,775 (1), (2), (4) Securitized borrowing, net 244,873 244,873 Senior unsecured term loan200,000200,000 (5) Total Book Liabilities 826,641 (54,417) 2,424 774,648 Net Book Value $4,159,716 $(2,554,720) $419,432 $2,024,428 (6) Reorganization and Offering Other Transaction Transaction Pro Forma Non- ($ in thousands) Non-GAAP 4Q21 Adjustments Adjustments GAAP 4Q21 Book Assets Cash and cash equivalents $242,370 $(27,200) $431,217 $646,387 (1), (2) Restricted Cash 13,135 13,135 Accrued performance allocations 1,344,348 (575,065)769,283 (3) Other investments 894,741 894,741 Other assets, net 398,154 (204,453) (23,988) 169,713 (1), (2) Total Book Assets 2,892,748 (806,718) 407,229 2,493,259 Book Liabilities Accounts payable, accrued expenses and other 525,267 (203,286) (13,560) 308,421 (1), (2), (4) Securitized borrowing, net 244,950 244,950 Senior unsecured term loan 199,494 199,494 Total Book Liabilities 969,711 (203,286) (13,560) 752,865 Net Book Value $1,923,037 $ (603,432) $420,789 $1,740,394 (5) See footnotes on the following pages. TPG | 59
Pro Forma Non-GAAP Balance Sheet Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated Non-GAAP Balance Sheet Measures as of September 30, 2021 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. Our share of accrued performance allocations would have been reduced by $363.9 million and we also would have transferred (i) $88.7 million of cash; (ii) $752.7 million in investments; (iii) $30.5 million of other assets, net; and (iv) $254.4 million of other liabilities to RemainCo. Includes $431.2 million of proceeds, net of estimated underwriting discounts and unpaid offering costs of $31.8 million, of which $9.4 million was previously capitalized and accrued in Other Assets, net and Accounts payable, accrued expenses and other, respectively. Following the Reorganization, the TPG Operating Group and Common Unit holders are expected to receive approximately 20% of the future performance allocations associated with the general partner entities that we retain an economic interest in as described in Note 2 above. This adjustment reduces our share of accrued performance allocations by $1,373.4 million. Reflects a Tax Receivable Agreement liability of $11.8 million related to the Reorganization of TPG into a corporation and associated offering transactions. Reflects 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 this offering. 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 this to our pro forma Non-GAAP assets and liabilities is an increase to debt of $200.0 million. Represents the impact to the net book value of the TPG Operating Group after the offering transaction adjustments. TPG | 60
Pro Forma Non-GAAP Balance Sheet Footnotes Notes to the Unaudited Pro Forma Condensed Consolidated Non-GAAP Balance Sheet Measures as of December 31, 2021 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. 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. Following the Reorganization, the TPG Operating Group and Common Unit holders are expected to receive approximately 20% of the future performance allocations associated with the general partner entities that we retain an economic interest in as described in Note 2 above. This adjustment reduces our share of accrued performance allocations by $575.1 million. Reflects a Tax Receivable Agreement liability of $10.4 million related to the Reorganization of TPG into a corporation and associated offering transactions. Represents the impact to the net book value of the TPG Operating Group after the IPO transaction adjustments. TPG | 61
Notes Dividend Policy Our current intention is to pay holders of our Class A common stock and nonvoting Class A common stock a quarterly dividend representing at least 85% of TPG Inc.s share of distributable earnings attributable to the TPG Operating Group, subject to adjustment as determined by the Executive Committee of our board of directors to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments and clawback obligations. Although we expect to pay at least 85% of our DE as a dividend, the percentage of our DE paid out as a dividend could fall below that target minimum. We expect that our first quarterly distribution will be paid in the second quarter of 2022 in respect of the prior quarter. All of the foregoing is subject to the further qualification that the declaration and payment of any dividends are at the sole discretion of the Executive Committeeprior to the Sunset and the Executive Committee may change our dividend policy at any time, including, without limitation, to reduce such dividends or even to eliminate such dividends entirely. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of the Executive Committee after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. Certain of our existing credit facilities include, and any financing arrangement that we enter into in the future may include restrictive covenants that limit our ability to pay dividends. In addition, the TPG Operating Group is generally prohibited under Delaware law from making a distribution to a limited partner to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of the TPG Operating Group (with certain exceptions) exceed the fair value of its assets. Subsidiaries of the TPG Operating Group are generally subject to similar legal limitations on their ability to make distributions to the TPG Operating Group. Non-GAAP Financial Measures In this press release, we disclose non-GAAP financial measures, including distributable earnings (DE), after-tax DE, fee-related earnings (FRE), fee-related revenues (FRR), and fee-related expenses. These measures are not financial measures under GAAP and should not be considered as substitutes for net income, revenues or total expenses, and they may not be comparable to similarly titled measures reported by other companies. These measures should be considered in addition to GAAP measures. We use these measures to assess the core operating performance of our business, and further definitions can be found on the following pages. TPG | 62
Definitions After-tax Distributable Earnings (After-tax DE) is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income tax expense. We use it to assess how income tax expense effects amounts available to be distributed to our partners. After-tax DE differs from GAAP net income computed in accordance with 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 tax expense. 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 and funds of hedge funds; (iii)the gross amount of assets (including leverage) for our mortgage REITs; 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. 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. AUM Not Yet Earning Fees represents the amount of capital commitments to TPG investment funds and co-investmentvehicles 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 committedand undrawn capital. As capital is drawn down for investments, the fees paid on that capital increases. FAUM Subject to Step-Up is included within FAUM. AUM Subject to Fee Earning Growth represents capital commitments that can grow fees when deployed through earning new management fees (AUM Not Yet Earning Fees) or when invested from a higher rate of management fees (FAUM Subject to Step-Up). 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; 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. Capital invested is the aggregate amount of capital invested during a given period by TPGs investment funds, co-investment vehicles and SPACs in conjunction with the completion of a business combination. It excludes hedge fund activity. We believe this measure is useful to investors as it measures capital deployment across TPG. Capital invested includes investments made using investment financing arrangements like credit facilities, as applicable. Capital raised is the aggregate amount of capital commitments raised by TPGs 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. 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. 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 GAAP measure of net income. DE differs from GAAP net income computed in accordance with 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. TPG | 63
Definitions (Contd) 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 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-recurring 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 GAAP measures is not adequate due to the adjustments described herein. Fee-related revenues (FRR) is comprised of (i)management fees, (ii)transaction, monitoring and other fees, net, and (iii)other income. Fee-related revenue differs from revenue computed in accordance with GAAP in that it excludes certain reimbursement expense arrangements. Refer to Reconciliation to GAAP Measures to the comparable line items on the combined statements of operations. Fee-related expenses differs from expenses computed in accordance with GAAP in that it is net of certain reimbursement arrangements. Fee-related expenses is used in managements review of the business. Fee earning AUM or FAUM represents only the AUM from which we are entitled to receive management fees. 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. We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees. Our definition of FAUM is not based on any definition of AUM or FAUM that is set forth in the agreements governing the investment funds and products that we manage. Net accrued performance allocations represents both unrealized and undistributed performance allocations resulting from our general partner interests in our TPG funds. We believe this measure is useful to investors as it provides additional insight into the accrued performance allocations to which the TPG Operating Group Common Unit holders are expected to receive. Non-GAAP Financial Measures represent financial measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America. These non-GAAP financial measures should be considered in addition to and not as a substitute for, or superior to, financial measures presented in accordance with U.S. GAAP. We use these measures to assess the core operating performance of our business. 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. We believe this measure is useful to investors as it drives investment gains and performance allocations. Value creation, with respect to an investment or group of investments, represents the appreciation or depreciation of value during a given measurement period, with the numerator being the total change in value reduced by capital invested during the measurement period, and the denominator being the sum of (i) the unrealized value at the beginning of the measurement period plus (ii) capital invested in follow-on investments made during the measurement period plus (iii) capital invested in new investments made during the measurement period if the new investment had a change in value. TPG | 64