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).
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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 May 10, 2022, TPG Inc. issued a summary press release and a detailed earnings presentation announcing financial results for its first quarter ended March 31, 2022. 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 No. | Description | |
| 99.1 | Summary press release of TPG Inc., dated May 10, 2022. | |
| 99.2 | Earnings presentation of TPG Inc., dated May 10, 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: May 10, 2022
Exhibit 99.1
TPG Reports First Quarter 2022 Financial Results
GAAP net income attributable to TPG Inc. of $41 million for the first quarter ended March 31, 2022
Announced first dividend as a public company of $0.44 per share of
Class A common stock for the first quarter of 2022
After-tax Distributable Earnings of $199 million (or $0.52 per share of Class A common stock) for the first quarter ended March 31, 2022 more than tripled compared to $65 million for the comparable pro forma period in 2021
Total assets under management of $120 billion as of March 31, 2022, a 26% increase compared to $95 billion as of March 31, 2021
San Francisco and Fort Worth, TX – May 10, 2022 – TPG Inc. (NASDAQ: TPG), a leading global alternative asset management firm, reported its unaudited first quarter 2022 results. TPG issued a full detailed presentation of its quarter ended March 31, 2022 results, which can be viewed through the Investor Relations section of TPG’s website at shareholders.tpg.com.
“TPG’s strong financial results for the first quarter of 2022 highlight the momentum we are continuing to generate across our five multi-product platforms,” said Jon Winkelried, Chief Executive Officer. “We continue to make solid progress with our broad-based fundraising campaigns and are investing capital in a range of high-quality companies globally, while managing our investment portfolios to drive growth and opportunistically seek attractive realization opportunities. I’m proud of our team and confident in our ability to build long term value for our investors.”
Dividend
TPG has announced a quarterly dividend of $0.44 per share of Class A common stock to holders of record at the close of business on May 20, 2022, payable on June 3, 2022.
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) 518-9713 (international), using the conference ID TPGQ122. The number should be dialed at least ten minutes prior to the start of the call. A simultaneous webcast will also be available and can be accessed through the Investor Relations section of TPG’s website at shareholders.tpg.com. A webcast replay will be made available on the Events page in the Investor Relations section of TPG’s website.
About TPG
TPG is a leading global alternative asset management firm founded in San Francisco in 1992 with $120 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 | |
| 212 601 4750 | 415 743 1550 | |
| shareholders@tpg.com | media@tpg.com |
Forward Looking Statements
This press release contains “forward-looking” statements based on the Company’s 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, dividends and dividend policy 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 Company’s filings with the SEC, which can be found at the SEC’s 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.
TPG Reports First Quarter 2022 Financial Results Quarter Ended March 31, 2022 Exhibit 99.2
GAAP net income attributable to TPG Inc. of $41 million for the first quarter ended March 31, 2022 Announced first dividend as a public company of $0.44 per share of Class A common stock for the first quarter of 2022 After-tax Distributable Earnings of $199 million (or $0.52 per share of Class A common stock) for the first quarter ended March 31, 2022 more than tripled compared to $65 million for the comparable pro forma period in 2021 Total assets under management of $120 billion as of March 31, 2022, a 26% increase compared to $95 billion as of March 31, 2021 San Francisco and Fort Worth, TX – May 10, 2022 – TPG Inc. (NASDAQ: TPG), a leading global alternative asset management firm, reported its unaudited first quarter 2022 results. TPG issued a full detailed presentation of its quarter ended March 31, 2022 results, which can be viewed through the Investor Relations section of TPG’s website at shareholders.tpg.com. “TPG’s strong financial results for the first quarter of 2022 highlight the momentum we are continuing to generate across our five multi-product platforms,” said Jon Winkelried, Chief Executive Officer. “We continue to make solid progress with our broad-based fundraising campaigns and are investing capital in a range of high-quality companies globally, while managing our investment portfolios to drive growth and opportunistically seek attractive realization opportunities. I’m proud of our team and confident in our ability to build long term value for our investors.” Dividend TPG has declared a quarterly dividend of $0.44 per share of Class A common stock to holders of record at the close of business on May 20, 2022, payable on June 3, 2022. 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) 518-9713 (international), using the conference ID TPGQ122. The number should be dialed at least ten minutes prior to the start of the call. A simultaneous webcast will also be available and can be accessed through the Investor Relations section of TPG’s website at shareholders.tpg.com. A webcast replay will be made available on the Events page in the Investor Relations section of TPG’s website. Shareholder contact:Media contact: Gary SteinLuke Barrett 212 601 4750415 743 1550 shareholders@tpg.commedia@tpg.com TPG | TPG Reports First Quarter 2022 Financial Results
TPG | TPG Reports First Quarter 2022 Financial Results About TPG TPG is a leading global alternative asset management firm founded in San Francisco in 1992 with $120 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. Forward Looking Statements This presentation contains “forward-looking” statements based on the Company’s 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, dividends and dividend policy, 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 Company’s filings with the SEC, which can be found at the SEC’s 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. Throughout this presentation, all current period amounts are preliminary and unaudited; totals may not sum due to rounding.
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 Supplemental Details and Reconciliations and Disclosures sections of this presentation for a full comparison of actual to pro forma financial data and adjustment descriptions. TPG | Comparability Statement and Pro Forma Financial Information
First Quarter 2022 Financial Results
Net income was $163 million for 1Q’22, compared to $412 million in 1Q’21 on a pro forma basis Net income attributable to TPG Inc. was $41 million for 1Q’22, compared to $47 million in 1Q’21 on a pro forma basis TPG | GAAP Statements of Operations Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020; see the Supplemental Details section of this presentation for a full reconciliation and description of adjustments. See the Additional Information and Definitions pages in the Reconciliation and Disclosures section of this presentation for definitions of terms used throughout. Actual Pro Forma Actual Actual Pro Forma ($ in thousands) 1Q'21 1Q'21 1Q'22 FY'21 FY'21 Revenues Fees and other $ 210,155 $ 215,885 $ 273,005 $ 977,904 $ 998,711 Capital allocation - based income 994,578 995,238 837,705 3,998,483 3,989,830 Total revenues 1,204,733 1,211,123 1,110,710 4,976,387 4,988,541 Expenses Compensation and benefits Cash - based compensation and benefits 127,981 96,212 116,359 579,698 439,420 Equity - based compensation - 125,641 185,911 - 500,607 Performance allocation compensation - 601,595 523,138 - 2,538,505 Total compensation and benefits 127,981 823,448 825,408 579,698 3,478,532 General, administrative and other 53,130 53,130 102,264 278,590 278,590 Depreciation and amortization 1,364 1,364 8,699 21,223 21,223 Interest expense 3,921 4,919 4,638 16,291 20,282 Expenses of consolidated TPG Funds and Public SPACs: Interest expense 192 - - 740 - Other 8,058 8,187 1,523 20,024 18,395 Total expenses 194,646 891,048 942,532 916,566 3,817,022 Investment income Income from investments: Net gains (losses) from investment activities 72,404 20,070 6,643 353,219 260,359 Interest, dividends and other 979 979 204 6,460 6,460 Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities (7,616) - - 23,392 - Unrealized gains (losses) on derivative liabilities 87,600 87,600 2,657 211,822 211,822 Interest, dividends and other 988 11 126 10,321 6,292 Total investment income 154,355 108,660 9,630 605,214 484,933 Income before income taxes 1,164,442 428,735 177,808 4,665,035 1,656,452 Income tax expense 3,128 17,168 15,004 9,038 77,979 Net income 1,161,314 411,567 162,804 4,655,997 1,578,473 Less: Net (loss) income attributable to redeemable equity in Public SPACs prior to IPO 63,558 - (517) 155,131 - Net (loss) income attributable to non - controlling interests in consolidated TPG Funds prior to IPO (5,736) - - 19,287 - Net (loss) income attributable to other non - controlling interests prior to IPO 589,311 - 966 2,455,825 - Net income attributable to TPG Group Holdings prior to IPO 514,181 - 5,256 2,025,754 - Net income attributable to redeemable equity in Public SPACs - 63,558 1,823 - 155,131 Net loss attributable to non - controlling interests in TPG Operating Group - - (4,912) - - Net income attributable to other non - controlling interests - 301,005 118,904 - 1,191,994 Net income attributable to TPG Inc. subsequent to IPO $ - $ 47,004 $ 41,284 $ - $ 231,348
TPG | First Quarter and Last Twelve Months Highlights Actual Non-GAAP Financial Measures ($M) Pro Forma Non-GAAP Financial Measures ($M) Operating Metrics ($B) 1Q’21 1Q’22 1Q’22 LTM Fee-Related Revenues (“FRR”) $193 $241 $915 Fee-Related Earnings (“FRE”) 34 92 237 Realized Performance Allocations, Net 66 122 1,056 After-Tax Distributable Earnings 99 199 1,339 1Q’21 1Q’22 1Q’22 LTM Fee-Related Revenues $194 $241 $921 Fee-Related Earnings 67 92 351 Realized Performance Allocations, Net 6 122 321 After-Tax Distributable Earnings 65 199 672 1Q’21 4Q’21 1Q’22 Assets Under Management (“AUM”) $95.2 $113.6 $120.4 Fee Earning Assets Under Management (“FAUM”) 51.1 60.1 64.2 Net Accrued Performance Allocations(1) 0.5 0.8 0.8 Available Capital 23.1 28.4 30.3 1Q’21 1Q’22 1Q’22 LTM Value Creation 11% 7% 33% Capital Raised $1.5 $5.4 $24.5 Capital Invested 3.7 4.4 22.3 Realizations 1.4 4.8 28.8 1Q’22 FRE of $92 million increased 174% versus 1Q’21, and After-tax DE of $199 million doubled year-over-year 1Q’22 After-tax DE of $199 million more than tripled compared to 1Q’21, driven by growth in realized performance allocations, net and Fee-Related Earnings Total AUM of $120 billion, up 26% in the last twelve months; Fee Earning AUM of $64 billion, up 26% during the same period Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020; see the Supplemental Details section of this presentation for a full reconciliation and description of adjustments. See the Reconciliations and Disclosures section of this presentation for a full reconciliation between GAAP and Non-GAAP Financial Measures. 1. 1Q’21 and 4Q’21 Net Accrued Performance Allocations are pro forma for the Reorganization and IPO.
TPG | Non-GAAP Financial Measures Fee-Related Earnings increased 38% from $67 million in 1Q’21 on a pro forma basis to $92 million in 1Q’22, and amounted to $351 million for 1Q’22 LTM on a pro forma basis; margins increased from 34% during pro forma 1Q’21 to 38% during 1Q’22 Realized performance allocations, net increased from pro forma 1Q’21 to 1Q’22, going from $6 million to $122 million, respectively, while 1Q’22 LTM saw realized performance allocations, net of $321 million on a pro forma basis After-tax Distributable Earnings saw 207% growth from $65 million in 1Q’21 on a pro forma basis to $199 million in 1Q’22; 1Q’22 LTM After-tax Distributable Earnings totaled $672 million on a pro forma basis, mainly driven by Fee-Related Earnings Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020; see the Supplemental Details section of this presentation for a full reconciliation and description of adjustments. See the Reconciliations and Disclosures section of this presentation for a full reconciliation between GAAP and Non-GAAP Financial Measures. Actual Pro Forma Actual Actual Pro Forma Pro Forma ($ in thousands) 1Q'21 1Q'21 1Q'22 FY'21 FY'21 1Q'22 LTM Fee-Related Revenues Management Fees $154,229 $154,229 $202,731 $718,364 $718,364 $766,867 Transaction, monitoring and other fees, net 26,122 26,122 26,756 102,041 102,041 102,675 Other Income 12,601 14,032 11,045 46,673 53,957 50,969 Fee-Related Revenues 192,952 194,383 240,532 867,078 874,362 920,511 Fee-Related Expenses Compensation and benefits, net 119,702 87,933 98,187 521,413 381,135 391,389 Operating expenses, net 39,650 39,650 50,362 167,114 167,114 177,827 Fee-Related Expenses 159,352 127,583 148,549 688,527 548,249 569,216 Fee-Related Earnings 33,600 66,800 91,983 178,551 326,113 351,295 Realized performance allocations, net 66,121 5,561 122,192 999,603 204,664 321,296 Realized investment income and other, net 7,995 2,573 7,293 92,720 66,720 71,438 Depreciation expense (1,355) (1,355) (1,571) (6,775) (6,775) (6,991) Interest expense, net (3,638) (4,636) (4,431) (14,928) (18,919) (18,715) Distributable Earnings 102,723 68,943 215,466 1,249,171 571,803 718,323 Income taxes (3,307) (4,061) (16,433) (9,308) (33,684) (46,055) After-Tax Distributable Earnings $99,416 $64,882 $199,033 $1,239,863 $538,119 $672,268
1Q’22 Fee-Related Earnings grew 38% over pro forma 1Q’21 Fee-Related Revenues increased 24% in 1Q’22 over pro forma 1Q’21, driven by management fee growth of 31% stemming from an increase in Fee Earning AUM of 26%, primarily in the Impact and Real Estate platforms Fee-Related Expenses increased 16% between 1Q’22 and pro forma 1Q’21 primarily due to platform expansion Fee-Related Earnings margin increased from 34% in 1Q’21 to 38% in 1Q’22; pro forma 1Q’22 LTM Fee-Related Earnings margin was 38% TPG | Fee-Related Earnings Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020; see the Supplemental Details section of this presentation for a full reconciliation and description of adjustments. 1. There are no pro forma adjustments to management fees, and therefore the by-platform breakdown does not change between actual and pro forma figures. Fee-Related Earnings Management Fees by Platform(1) ($M) ($M) +31%
TPG | After-Tax Distributable Earnings After-tax Distributable Earnings more than tripled from $65 million in pro forma 1Q’21 to $199 million for 1Q’22, primarily from realized performance allocations, net from the Capital and Impact platforms, with additional expansion in Fee-Related Earnings which grew 38% over the same period As a percentage of After-tax Distributable Earnings, Fee-Related Earnings accounted for 52% in 1Q’22 LTM on a pro forma basis After-Tax DE After-Tax DE Mix 1Q’22 LTM Pro Forma 1Q’22 LTM ($M) Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020; see the Supplemental Details section of this presentation for a full reconciliation and description of adjustments.
Realized performance allocations, net were $122 million in 1Q’22, largely driven by TPG VII in the Capital platform, Rise I in the Impact platform, and TTAD I in the Growth platform Pro forma realized performance allocations, net for 1Q’22 LTM were $321 million driven by TPG VII in the Capital platform and Rise I in the Impact platform TPG | Realized Performance Allocations, Net 1Q’22 Realized Performance Allocations, Net Pro Forma LTM 1Q’22 Realized Performance Allocations, Net ($M) ($M) Total $321 Total $122 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020; see the Supplemental Details section of this presentation for a full reconciliation and description of adjustments.
TPG | Net Accrued Performance Allocations Value Creation 1Q’22 1Q’22 LTM Capital 10.8% 39.3% Growth 1.5% 22.9% Impact 0.7% 31.1% Real Estate 6.2% 25.6% Market Solutions 0.5% 16.7% Total 7.0% 32.9% Net Accrued Performance Allocations by Fund Vintage ($M) 4Q’21(1) 1Q’22 2016 & Prior $233 $198 2017 268 267 2018 62 70 2019 140 182 2020 43 50 2021 23 29 Total $769 $796 1Q’22 Net Accrued Performance Allocations Net Accrued Performance Allocations Walk ($M) Total $796 ($M) 1. 4Q’21 figures are pro forma 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. (1)
TPG | GAAP Balance Sheet (Unaudited) On a pro forma basis, our investments increased $238 million, or 4%, from 4Q’21 to 1Q’22, mainly driven by value creation of 7% in 1Q’22 In 4Q’21 we effectuated certain aspects of the Reorganization with respect to assets transferred to RemainCo, including cash and economic entitlements associated with certain other investments, which is reflected in our GAAP actuals; the pro forma column includes the impact of the IPO and additional Reorganization activities Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020; see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. GAAP Pro Forma GAAP ($ in thousands) 4Q'21 4Q'21 1Q'22 Assets Cash and cash equivalents $972,729 $1,376,746 $1,454,619 Investments 6,109,046 6,109,046 6,347,314 Other assets 855,773 831,785 851,606 Assets of consolidated TPG Funds and Public SPACs 1,024,465 1,024,465 1,010,788 Total assets 8,962,013 9,342,042 9,664,327 Liabilities, redeemable equity and equity Liabilities Debt obligations 444,444 444,444 443,972 Due to affiliates 826,999 634,324 244,119 Accrued performance allocation compensation - 3,848,126 4,074,727 Other liabilities 372,597 348,426 428,125 Liabilities of consolidated TPG Funds and Public SPACs 56,532 56,532 48,043 Total liabilities 1,700,572 5,331,852 5,238,986 Redeemable equity attributable to consolidated Public SPACs 1,000,027 1,000,027 1,000,056 Equity Class A and B common stock - 498,560 521,420 Partners' capital controlling interests 1,606,593 - - Other non-controlling interests 4,654,821 2,511,603 2,903,865 Total equity 6,261,414 3,010,163 3,425,285 Total liabilities, redeemable equity and equity $8,962,013 $9,342,042 $9,664,327
TPG | Non-GAAP Balance Sheet 1Q’22 cash and cash equivalents of $583 million increased 141% over actual 4Q’21 largely driven by $391 million of net IPO proceeds Our borrowings include securitized notes with a principal amount of $250 million, which are backed by $498 million in pledged assets at 1Q’22, and a senior unsecured term loan with a principal amount of $200 million that was issued as part of the Reorganization At 1Q’22, our net cash(1) was $133 million, and we had an undrawn $300 million credit facility In 4Q’21 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 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO on January 1, 2020; see the Reconciliations and Disclosures section of this presentation for a full reconciliation and description of adjustments. 1. Net cash comprised of $583 million of cash and cash equivalents less $450 million in debt principal. Non-GAAP Pro Forma Non-GAAP ($ in thousands) 4Q'21 4Q'21 1Q'22 Book Assets Cash and cash equivalents $242,370 $646,387 $583,290 Restricted cash 13,135 13,135 13,135 Accrued performance allocations 1,344,348 769,283 796,328 Investments in funds 559,810 559,810 574,510 Other assets, net 733,085 504,644 646,292 Total Book Assets 2,892,748 2,493,259 2,613,555 Book Liabilities Accounts payable, accrued expenses and other 525,267 308,421 59,366 Securitized borrowing, net 244,950 244,950 245,028 Senior unsecured term loan 199,494 199,494 198,944 Total Book Liabilities 969,711 752,865 503,338 Net Book Value $1,923,037 $1,740,394 $2,110,217
Operating Metrics
TPG | Assets Under Management and Fee Earning AUM 1Q’22 AUM rose 26% over 1Q’21 to $120.4 billion, driven by value creation of 33% for the last twelve months and fundraising of $24.5 billion over the same period, which included $7.3 billion in Rise Climate within the Impact platform and $4.3 billion in TREP IV in the Real Estate platform; this was partially offset by realizations totaling $28.8 billion in the last twelve months FAUM increased 26% in 1Q’22 over 1Q’21 driven primarily by Rise Climate in the Impact platform and TREP IV in the Real Estate platform Assets Under Management Fee Earning AUM ($B) ($B) +26% +26%
FAUM by Remaining Duration TPG | Assets Under Management and Fee Earning AUM Duration AUM by Duration at Inception 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. 1. Defined as the number of years between fund activation and contractual fund winddown, prior to any extensions, as of March 31, 2022. 2. Defined as the number of years between March 31, 2022 and contractual fund winddown, prior to any extensions. At 1Q’22, approximately 84% of our AUM and 79% of our FAUM is in perpetual or long-dated funds with a duration(1) of 10 or more years (prior to any extensions) At 1Q’22, approximately 78% of our FAUM has a remaining lifespan(2) of 5 or more years, with more than 20% in vehicles that have 10 or more years remaining (including those considered perpetual) Total $120B Total $64B FAUM by Duration at Inception Total $64B ~79% ~78% ~84%
AUM Subject to Fee Earning Growth totaled $8.9 billion at 1Q’22, and represents capital commitments that generate new management fees (AUM Not Yet Earning Fees) or generate a higher rate of management fees (FAUM Subject to Step-Up) when deployed AUM Not Yet Earning Fees and FAUM Subject to Step-Up represent 6% and 4% of AUM and FAUM, respectively, for 1Q’22 Potential fee-related revenue opportunity associated with current AUM Subject to Fee Earning Growth is estimated at approximately $47 million annually at 1Q’22(1) AUM Not Yet Earning Fees FAUM Subject to Step-Up ($M) ($M) Total $6,656 Total $2,275 TPG | AUM Subject to Fee Earning Growth 1. Represents the sum of the gross revenue opportunity for each non-legacy fund with unallocated capital, the deployment of which would result in incremental management fees being earned. Revenue opportunity for each fund is calculated as (a) the incremental amount of unallocated capital that would be invested to achieve a range of 90%-100% total deployment of the original commitments of the fund, multiplied by (b) the incremental fee rate that we anticipate would be earned on invested capital and (c) the proportion of the fund's commitments that are expected to pay fees based on the amount of invested capital.
TPG | AUM Rollforward Note: For Market Solutions, capital raised in our SPAC vehicles represents funds raised in the SPAC IPO, including forward purchase agreements and private investment in public equity (PIPE) commitments, and realizations are considered to occur at business combination with a target, in the amount of capital raised; for our hedge funds, capital raised represents new fund subscriptions. 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. AUM increased $6.8 billion in 1Q’22 and $25.2 billion in the last twelve months – an increase of 6% and 26%, respectively AUM growth was driven by capital raised of $5.4 billion for 1Q’22 and $24.5 billion for 1Q’22 LTM, including $7.7 billion in the Impact platform and $6.0 billion in the Real Estate platform in the last twelve months Changes in Investment Value increased on both a quarter and LTM basis largely due to value creation of 7% in 1Q’22 and 33% for 1Q’22 LTM Three Months Ended March 31, 2022 ($ in millions) Capital Growth Impact Real Estate Market Solutions Total AUM Balance as Beginning of Period $55,337 $21,960 $13,549 $12,678 $10,094 $113,618 Capital Raised 233 49 528 4,564 74 5,448 Realizations (3,893) (253) (265) (321) (55) (4,787) Changes in Investment Value(1) 5,093 343 (6) 891 (200) 6,120 AUM as of end of period $56,770 $22,099 $13,806 $17,812 $9,912 $120,399 Last Twelve Months Ended March 31, 2022 ($ in millions) Capital Growth Impact Real Estate Market Solutions Total AUM Balance as Beginning of Period $53,699 $17,298 $5,932 $11,131 $7,178 $95,238 Capital Raised 3,925 4,791 7,689 6,029 2,019 24,453 Realizations (19,222) (4,164) (1,336) (2,958) (1,095) (28,775) Changes in Investment Value(1) 18,368 4,174 1,521 3,610 1,810 29,483 AUM as of end of period $56,770 $22,099 $13,806 $17,812 $9,912 $120,399
TPG | FAUM Rollforward 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. FAUM increased $4.1 billion in 1Q’22 and $13.1 billion in the last twelve months, an increase of 7% and 26%, respectively Increases over both periods were driven by fee earning capital raised in TREP IV of the Real Estate platform, with contribution from Rise Climate in the Impact platform in the last twelve months Three Months Ended March 31, 2022 ($ in millions) Capital Growth Impact Real Estate Market Solutions Total FAUM Balance as of Beginning of Period $26,208 $10,514 $10,801 $6,235 $6,336 $60,094 Fee Earning Capital Raised(1) - - 448 4,267 74 4,788 Net Change in Actively Invested Capital(2) (725) 159 (27) 241 (326) (677) Reduction in Fee Base of Certain Funds(3) - - - - - - FAUM as of end of period $25,483 $10,672 $11,222 $10,744 $6,084 $64,205 Last Twelve Months Ended March 31, 2022 ($ in millions) Capital Growth Impact Real Estate Market Solutions Total FAUM Balance as of Beginning of Period $27,666 $8,484 $4,501 $5,742 $4,663 $51,056 Fee Earning Capital Raised(1) 1,133 2,090 7,038 4,309 325 14,895 Net Change in Actively Invested Capital(2) (3,316) 98 (317) 693 1,096 (1,746) Reduction in Fee Base of Certain Funds(3) - - - - - - FAUM as of end of period $25,483 $10,672 $11,222 $10,744 $6,084 $64,205
TPG | Other Operating Metrics Capital Raised 1Q’21 1Q’22 1Q’21 LTM 1Q’22 LTM Capital $481 $233 $1,683 $3,925 Growth 151 49 2,030 4,791 Impact 12 528 274 7,689 Real Estate 505 4,564 521 6,029 Market Solutions(1) 302 74 2,486 2,019 Total $1,451 $5,448 $6,994 $24,453 1Q’22 and the last twelve months saw significant activity across the platform, particularly in capital raised for both the Impact and Real Estate platforms, while the Capital platform had substantial increases in capital invested and realizations; as of 1Q’22, we had $30.3 billion of available capital 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. Available Capital 1Q’21 4Q’21 1Q’22 Capital $14,333 $10,696 $9,507 Growth 1,968 4,943 4,644 Impact 1,974 7,951 6,907 Real Estate 2,649 2,278 6,746 Market Solutions 2,158 2,552 2,461 Total $23,082 $28,420 $30,265 Capital Invested 1Q’21 1Q’22 1Q’21 LTM 1Q’22 LTM Capital $1,618 $1,800 $6,370 $ 10,807 Growth 1,153 442 2,806 2,622 Impact 489 1,528 884 2,749 Real Estate 489 587 1,406 4,635 Market Solutions(2) - 91 - 1,525 Total $3,749 $4,448 $11,466 $22,338 Realizations 1Q’21 1Q’22 1Q’21 LTM 1Q’22 LTM Capital $444 $3,893 $6,656 $19,222 Growth 512 253 1,548 4,164 Impact 60 265 128 1,336 Real Estate 385 321 1,823 2,958 Market Solutions(2) - 55 - 1,095 Total $1,401 $4,787 $10,155 $28,775 (All tables in $M)
Supplemental Details
TPG | GAAP and Non-GAAP Performance Allocations 1. The TPG Operating Group Excluded entities’ performance allocations is not a component of net income attributable to TPG following the Reorganization; however, the TPG general partner entities continue to be consolidated by us. We transferred the rights to the performance allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021. As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022. 2. Non-GAAP adjustments represent the exclusion of performance allocations that are not attributable to the TPG Operating Group Common Unit holders. Three Months Ended March 31, 2022 GAAP Less: GAAP GAAP Less: Non-GAAP Non-GAAP ($ in thousands) Total Unrealized Realized Adjustments(2) Realized Capital TPG VII $411,179 $(89,818) $500,997 $395,398 $105,599 TPG VIII 187,524 187,524 - - - Asia VII 30,601 30,562 39 31 8 THP 21,020 21,020 - (16) 16 Other 53,212 52,152 1,059 1,059 - Excluded Assets(1) 3,618 3,030 588 588 - Total Capital 707,154 204,470 502,683 397,060 105,623 Growth Growth IV 13,933 13,933 - - - Growth V 11,391 11,391 - - - TDM 10,571 10,571 - - - TTAD I 7,240 (2,890) 10,130 7,943 2,187 Other (27,903) (32,215) 4,312 4,312 - Excluded Assets(1) 12,678 12,075 603 603 - Total Growth 27,910 12,865 15,045 12,858 2,187 Impact Rise I (2,628) (68,569) 65,941 51,644 14,297 Other (522) (522) - - - Excluded Assets(1) 4,887 3,156 1,731 1,731 - Total Impact 1,737 (65,935) 67,672 53,375 14,297 Real Estate TPG RE III 46,067 46,067 - (24) 24 Other 2,555 2,555 - - - Excluded Assets(1) 2,190 2,190 - - - Total Real Estate 50,812 50,812 - (24) 24 Market Solutions TPEP 6,501 6,197 304 243 61 Other 5,844 5,844 - - - Total Market Solutions 12,345 12,041 304 243 61 Total $799,958 $214,253 $585,705 $463,512 $122,192
TPG | Net Income Per Share Basic net income per share of $0.52 for 1Q’22 Diluted net income per share of $0.11 for 1Q’22 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020; see the Supplemental Details section of this presentation for a full reconciliation and description of adjustments. ($ in thousands, except share and per share amounts) 1Q'22 Net Income Per Share Numerator: Net Income $162,804 Less: Net income attributable to redeemable equity in Public SPACs prior to IPO (517) Net income attributable to other non-controlling interests prior to IPO 966 Net income attributable to TPG Group Holdings prior to IPO 5,256 Net income subsequent to IPO 157,099 Less: Net income attributable to participating securities 4,770 Net income attributable to redeemable equity in Public SPACs subsequent to IPO 1,823 Net income attributable to non-controlling interests in TPG Operating Group subsequent to IPO (9,721) Net income attributable to other non-controlling interests subsequent to IPO 118,904 Net income attributable to Class A Common Stockholders – Basic 41,323 Net income attributable to non-controlling interests in TPG Operating Group subsequent to IPO (8,095) Reallocation of income to Participating Securities assuming exchange of Common Units 1,093 Net income attributable to Class A Common Stockholders – Diluted 34,321 Denominator: Weighted-average shares of Class A common stock outstanding – Basic 79,240,057 Exchange of Common Units to Class A common stock 229,652,641 Weighted-average shares of Class A common stock outstanding – Diluted 308,892,698 Net income available to Class A common stock per share: Basic net income per share $0.52 Diluted net income per share $0.11
TPG | After-Tax DE and Dividends Per Share After-tax DE attributable to TPG Inc. of $0.52 per share for 1Q’22 Declared dividend of $0.44 per share for 1Q’22 on May 10, 2022, with a record date of May 20, 2022 and payable date of June 3, 2022 Note: Pro forma financial measures are on an adjusted basis, assuming the Reorganization and IPO occurred on January 1, 2020; see the Supplemental Details section of this presentation for a full reconciliation and description of adjustments. ($ in thousands, except share and per share amounts) 1Q'22 Share Reconciliation Total GAAP Class A Common Stock from Offering 79,070,565 Distributable Earnings Shares Outstanding 79,070,565 ($ in thousands, except share and per share amounts) 1Q'22 Non-GAAP Financial Measures Fee-Related Earnings $91,983 Pre-tax Distributable Earnings 215,466 After-Tax Distributable Earnings attributable to TPG Inc. common stockholders TPG Inc. ownership of TPG Operating Group 26% TPG Inc. Pre-tax Distributable Earnings 55,185 TPG Inc. taxes 14,319 TPG Inc. After-tax Distributable Earnings 40,867 Class A common shares 79,070,565 TPG Inc. After-tax Distributable Earnings per share 0.52 Target dividend policy 85% Dividend per Class A common share $0.44
TPG | Fund Performance Metrics Note: Past performance is not indicative of future results. See notes on the following pages. Investor ($ in millions, as of 3/31/22) 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 3,095 - 3,095 47% 4.4x 36% 3.5x TPG II 1997 2,500 2,554 5,010 - 5,010 13% 2.0x 10% 1.7x TPG III 1999 4,497 3,718 12,360 - 12,360 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 13 22,073 6% 1.4x 5% 1.4x TPG VI 2008 18,873 19,220 32,617 1,095 33,712 14% 1.8x 10% 1.5x TPG VII 2015 10,495 10,013 16,579 8,246 24,825 30% 2.4x 23% 2.0x TPG VIII 2019 11,505 8,669 1,783 11,478 13,261 81% 1.7x 50% 1.4x Capital Funds 69,827 66,655 107,929 20,838 128,767 24% 2.0x 15% 1.7x Asia Funds Asia I 1994 96 78 71 - 71 (3%) 0.9x (10%) 0.7x Asia II 1998 392 764 1,669 - 1,669 17% 2.2x 14% 1.9x Asia III 2000 724 623 3,316 - 3,316 46% 5.3x 31% 3.8x Asia IV 2005 1,561 1,603 4,089 - 4,089 23% 2.6x 17% 2.1x Asia V 2007 3,841 3,257 4,977 665 5,642 10% 1.7x 6% 1.4x Asia VI 2012 3,270 3,161 2,418 4,926 7,344 20% 2.3x 15% 1.9x Asia VII 2017 4,630 4,224 1,385 6,291 7,676 36% 1.9x 24% 1.6x Asia Funds 14,514 13,710 17,925 11,882 29,807 21% 2.2x 15% 1.8x THP 2019 2,704 1,845 263 2,672 2,935 78% 1.8x 46% 1.5x Continuation Vehicles AAF 2021 1,317 1,167 61 1,489 1,550 NM NM NM NM AION 2021 207 207 - 207 207 NM NM NM NM Continuation Vehicles 1,524 1,374 61 1,696 1,757 NM NM NM NM Platform: Capital (excl-Legacy(15)) 88,569 83,584 126,178 37,088 163,266 23% 2.0x 15% 1.7x Legacy Funds TES I 2016 303 206 71 290 361 30% 1.7x 20% 1.5x Platform: Capital $88,872 $83,790 $126,249 $37,378 $163,627 23% 2.0x 15% 1.7x
TPG | Fund Performance Metrics (Cont’d) Note: Past performance is not indicative of future results. See notes on the following pages. Investor ($ in millions, as of 3/31/22) 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 $1,856 $73 $1,929 13% 1.5x 6% 1.3x Growth II 2011 2,041 2,184 4,651 634 5,285 22% 2.5x 16% 2.0x Growth III 2015 3,128 3,175 4,200 2,644 6,844 30% 2.2x 21% 1.8x Growth IV 2017 3,739 3,157 1,190 4,738 5,928 31% 1.8x 21% 1.5x Gator 2019 726 685 581 631 1,212 44% 1.8x 33% 1.5x Growth V 2020 3,558 1,843 - 2,495 2,495 NM NM NM NM Growth Funds 14,456 12,303 12,478 11,215 23,693 22% 2.0x 15% 1.7x TDM 2017 510 406 - 870 870 30% 2.1x 24% 1.9x TTAD I 2018 1,574 1,497 378 2,362 2,740 53% 1.9x 43% 1.7x TTAD II 2021 2,501 797 - 797 797 NM NM NM NM Platform: Growth (Excl-Legacy(15)) 19,041 15,003 12,856 15,244 28,100 22% 2.0x 16% 1.7x Legacy Funds Biotech III 2008 510 468 934 605 1,539 18% 3.3x 13% 2.6x Biotech IV 2012 106 99 121 5 126 8% 1.3x 3% 1.1x Biotech V 2016 88 79 23 75 98 7% 1.2x 3% 1.1x ART 2013 258 239 27 287 314 5% 1.3x 2% 1.1x Platform: Growth 20,003 15,888 13,961 16,216 30,177 21% 2.0x 15% 1.7x Platform: Impact The Rise Funds Rise I 2017 2,106 1,821 1,108 2,581 3,689 30% 2.1x 21% 1.7x Rise II 2020 2,176 1,597 12 2,064 2,076 85% 1.4x 44% 1.2x The Rise Funds 4,282 3,418 1,120 4,645 5,765 34% 1.8x 22% 1.5x TSI 2018 333 133 368 - 368 35% 2.8x 25% 2.1x Evercare 2019 621 407 7 555 562 14% 1.4x 6% 1.1x Rise Climate 2021 7,258 1,064 - 1,072 1,072 NM NM NM NM Platform: Impact $12,494 $5,022 $1,495 $6,272 $7,767 31% 1.8x 21% 1.5x
TPG | Fund Performance Metrics (Cont’d) Note: Past performance is not indicative of future results. See notes on the following pages. Investor ($ in millions, as of 3/31/22) 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 $16 $1,084 21% 1.9x 16% 1.6x TPG RE II 2014 2,065 2,197 2,972 707 3,679 30% 1.8x 21% 1.5x TPG RE III 2018 3,722 3,753 1,347 3,689 5,036 41% 1.5x 31% 1.4x TPG RE IV 2022 4,308 114 - 114 114 NM NM NM NM TPG Real Estate Partners 11,173 6,640 5,387 4,526 9,913 27% 1.7x 20% 1.5x TRTX 2014 1,916 (14) NM NM NM NM NM NM NM NM TAC+ 2021 1,797 651 26 659 685 NM NM NM NM Platform: Real Estate 14,886 7,291 5,413 5,185 10,598 27% 1.7x 20% 1.5x Platform: Market Solutions TPEP Long/Short NM NM NM NM 2,885 NM NM (13) NM NM (13) NM TPEP Long Only NM NM NM NM 2,024 NM NM (13) NM NM (13) NM TSCF 2021 1,108 101 - 110 110 NM NM NM NM NewQuest I(18) 2011 390 291 767 - 767 48% 3.2x 37% 2.3x NewQuest II(18) 2013 310 337 544 228 772 27% 2.3x 21% 1.9x NewQuest III(18) 2016 541 498 267 664 931 23% 1.8x 15% 1.5x NewQuest IV(18) 2020 1,000 611 5 844 849 110% 1.4x 55% 1.3x Platform: Market Solutions(12) 3,349 1,838 1,583 6,755 3,429 40% 2.0x 28% 1.6x Discontinued Funds(16) 5,870 4,103 5,302 - 5,302 7% 1.3x 3% 1.1x Total (excl-Legacy(15) and Discontinued Funds(16)) 138,339 112,738 147,525 70,544 213,160 23% 2.0x 15% 1.7x Total $145,474 $117,932 $154,003 $71,806 $220,900 22% 2.0x 14% 1.7x
TPG | 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 fund’s first investment in the relevant company was initially consummated. Vintage Year, with respect to a fund, represents the year in which the fund consummated its first investment (or, if earlier, received its first capital contributions from investors). We adopted this standard for fund Vintage Year to better align with current market and investor benchmarking practices. For consistency with prior reporting, however, the Vintage Year classification of any fund that held its initial closing before 2018 remains unchanged and represents the year of such fund’s initial closing. 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 fund’s credit facility), including capitalized expenses and unrealized bridge loans allocated to such investment or investments. Capital Invested may be reduced after the date of initial investment as a result of sell-downs. This does not include proceeds eligible for recycling under fund limited partnership agreements. Capital Invested does not include interest expense on borrowing under the fund’s credit facility. Realized Value, with respect to an investment or group of investments, as applicable, represents total cash received or earned by the fund in respect of such investment or investments through the quarter end, including all interest, dividends and other proceeds. Receipts are recognized when cash proceeds are received or earned. Proceeds from an investment that is subject to pending disposition are not included in Realized Value and remain in Unrealized Value until the disposition has been completed and cash has been received. Similarly, any proceeds from an investment that is pending liquidation, or a similar event are not included in Realized Value until the liquidation or similar event has been completed. In addition, monitoring, transaction and other fees are not included in Realized Value but are applied to offset management fees to the extent provided in the fund’s partnership agreement. Unrealized Value, with respect to an investment in a publicly traded security, is based on the closing market price of the security as of the quarter end on the principal exchange on which the security trades, as adjusted by the general partner for any restrictions on disposition. Unrealized Value, with respect to an investment that is not a publicly traded security, represents the general partner’s estimate of the unrealized fair value of the fund’s investment, assuming a reasonable period of time for liquidation of the investment, and taking into consideration the financial condition and operating results of the portfolio company, the nature of the investment, applicable restrictions on marketability, market conditions, foreign currency exposures and other factors the general partner may deem appropriate. Where applicable, such estimate has been adjusted from cost to reflect (i) company performance relative to internal performance markers and the performance of comparable companies; (ii) market performance of comparable companies; and (iii) recent, pending or proposed transactions involving us, such as recapitalizations, initial public offerings or mergers and acquisitions. Given the nature of private investments, valuations necessarily entail a degree of uncertainty and/or subjectivity. There can be no assurance that expected transactions will actually occur or that performance markers will be achieved, and therefore actual value may differ from such estimated value and these differences may be material and adverse. Except as otherwise noted, valuations are as of the quarter end. 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 fund’s credit facility to fund investments) and performance allocations. With respect to interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments, we have assumed that investor capital contributions were made in respect thereof as of the midpoint of each relevant quarter in which such amounts were incurred. We have further assumed that distributions to investors occurred in the middle of the month in which the related proceeds were received by the fund. Like the Net IRR, Gross IRR and Gross MoM (i) do not reflect the effect of taxes borne, or to be borne, by investors and (ii) excludes amounts attributable to the fund’s general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations. Such Gross IRR and Gross MoM represent an average of returns for all included investors and does not necessarily reflect the actual return of any particular investor. Gross IRR and Gross MoM are an approximation calculated by adjusting historical data using estimates and assumptions that we believe are appropriate for the relevant fund, but that inherently involve significant judgment. For funds that engaged in de minimis or no fund-level borrowing, Gross IRR is the discount rate at which (i) the present value of all Capital Invested in an investment or investments is equal to (ii) the present value of all realized and unrealized returns from such investment or investments. In this scenario, Gross IRR, with respect to an investment or investments, has been calculated based on the time that capital was invested by the fund in such investment or investments and that distributions were received by the fund in respect of such investment or investments, regardless of when capital was contributed to or distributed from the fund. Gross IRR does not reflect the effect of management fees, fund expenses, performance allocations or taxes borne, or to be borne, borne, by investors in the fund and would be lower if it did. For funds that engaged in de minimis or no fund-level borrowing, Gross MoM represents the multiple-of-money on capital invested by the fund for an investment or investments and is calculated as Total Value divided by Capital Invested (i.e., cash outlays by the fund for such investment or investments, whether funded through investor capital contributions or borrowing under the fund’s credit facility). Gross MoM is calculated on a gross basis and does not reflect the effect of management fees, fund expenses, performance allocations or taxes borne, or to be borne, by investors in the fund, and would be lower if it did.
TPG | Fund Performance Metrics Notes (Cont’d) 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 fund’s credit facility) and performance allocations, but does not reflect the effect of taxes borne, or to be borne, by investors. The Net IRR calculation assumes that investor contributions and distributions occurred in the middle of the month in which they were made. The Net IRR calculation excludes amounts attributable to the general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations. Net IRR represents an average return for all included investors 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 fund’s credit facility) and performance allocations, but does not reflect the effect of taxes borne, or to be borne, by investors. The Investor Net MoM calculation excludes amounts attributable to the fund’s general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations. Investor Net MoM represents an average multiple-of-money for all included investors and does not necessarily reflect the actual return of any particular investor. “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 fund’s first investment; in this period, we believe that these metrics do not accurately represent a fund’s 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 fund’s first investment; in this period, TPG believes that these metrics do not accurately represent a fund’s 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, (ii) Unrealized Value is calculated using the exchange rate at the quarter end and (iii) Realized Value reflects actual US dollar proceeds to the fund. A fund may enter into foreign currency hedges in connection with an investment made in a currency other than US dollars. Capital Invested with respect to such investment includes the cost of establishing foreign currency hedges. For hedges entered into to facilitate payment of the purchase price for an investment, gains or losses on such hedges are applied, respectively, to reduce or increase Capital Invested with respect to such investment. Thereafter during the life of such investment, (i) Capital Invested includes any inception-to-date net realized losses on such hedges, (ii) Unrealized Value includes the unrealized fair value of such hedges as estimated by the general partner and (iii) Realized Value includes any inception-to-date net realized gain on such hedges. For hedges entered into in anticipation of receipt of exit proceeds, (i) losses on such hedges are first applied to offset exit proceeds, with any remaining losses applied to increase Capital Invested and (ii) gains on such hedges are first applied to reverse any inception-to-date net realized losses that were previously included in Capital Invested, with any remaining gains applied to increase Realized Value. Where a foreign currency hedge is implemented as part of the investment structure below the fund, such hedge is similarly reflected in Capital Invested and Realized Value to the extent that there are corresponding cash outflows from and inflows to the fund in respect of such hedge, and otherwise is included in Unrealized Value. 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.
TPG | Fund Performance Metrics Notes (Cont’d) As of March 31, 2022, TPEP Long/Short had estimated inception-to-date gross returns of 150% and net returns of 111%. These performance estimates represent the composite performance of TPG Public Equity Partners, LP and TPG Public Equity Partners Master Fund, L.P., adjusted as described below. The performance estimates are based on an investment in TPG Public Equity Partners, LP made on September 1, 2013, the date of TPEP’s inception, with the performance estimates for the period from January 1, 2016 to present being based on an investment in TPG Public Equity Partners Master Fund, L.P. made through TPG Public Equity Partners-A, L.P., the “onshore feeder.” Gross performance figures (i) are presented after any investment-related expenses, net interest, other expenses and the reinvestment of dividends; (ii) include any gains or losses from “new issue” securities; and (iii) are adjusted for illustration purposes to reflect the reduction of a hypothetical 1.5% annual management fee. Net performance assumes a 20% performance allocation. Performance results for a particular investor may vary from the performance stated as a result of, among other things, the timing of its investment(s) in TPEP, different performance allocation terms, different management fees, the feeder through which the investor invests and the investor’s eligibility to participate in gains and losses from “new issue” securities. Unrealized Value represents net asset value before redemptions. As of March 31, 2022, TPEP Long Only had estimated inception-to-date gross returns of 29% and net returns of 29%. These performance estimates represent performance for TPEP Long Only and are based on an investment in TPEP Long Only made on May 1, 2019, the date of TPEP Long Only’s inception, through TPG Public Equity Partners Long Opportunities-A, L.P., the “onshore feeder.” Gross performance figures are presented after any investment-related expenses, a 1% annual management fee, net interest, other expenses and the reinvestment of dividends, and include any gains or losses from “new issue” securities. Net performance assumes a 20% performance allocation, with the performance allocation only received upon outperforming the relevant benchmark. Performance results for a particular investor may vary from the performance stated as a result of, among other things, the timing of its investment(s) in TPEP Long Only, different performance allocation terms, different management fees, the feeder through which the investor invests and the investor’s eligibility to participate in gains and losses from “new issue” securities. Unrealized Value represents net asset value before redemptions. Capital Committed for TRTX includes $1,201 million of private capital raised prior to TRTX’s initial public offering and $716 million issued during and subsequent to TRTX’s initial public offering. Legacy funds represent funds whose strategies are not expected to have successor funds but that have not yet been substantially wound down. Discontinued funds represent legacy funds that have substantially been wound down or are fully liquidated. The following TPG funds are considered discontinued: Latin America, Aqua I, Aqua II, Ventures, Biotech I, Biotech II, TPG TFP, TAC 2007 and DASA PE. Total TPG track record amounts do not include results from RMB - Shanghai and RMB - Chongqing or China Ventures, a joint venture partnership. Unless otherwise specified, the fund performance information presented above for NewQuest I, NewQuest II, NewQuest III and NewQuest IV is, due to the nature of NewQuest’s strategy, as of and for the quarter ended December 31, 2021. Accordingly, the fund performance information presented above for the NewQuest funds does not reflect any fund activity for the quarter ended March 31, 2022 and therefore does not cover the same period presented for other funds. Any activity occurring during the quarter ended March 31, 2022 will be reflected in the performance information presented in future reporting.
TPG | GAAP Statements of Operations Expanded Note: Due to the Reorganization in 1Q’22, comparability of prior periods may be limited. ($ in thousands) 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 Revenues Fees and other $210,155 $195,052 $279,908 $292,789 $ 273,005 Capital allocation-based income 994,578 1,986,011 231,356 786,538 837,705 Total revenues 1,204,733 2,181,063 511,264 1,079,327 1,110,710 Expenses Compensation and benefits Cash-based compensation and benefits 127,981 128,546 136,139 187,032 116,359 Equity-based compensation - - - - 185,911 Performance allocation compensation - - - - 523,138 Total compensation and benefits 127,981 128,546 136,139 187,032 825,408 General, administrative and other 53,130 61,166 68,634 95,660 102,264 Depreciation and amortization 1,364 1,522 2,251 16,086 8,699 Interest expense 3,921 4,026 4,371 3,973 4,638 Expenses of consolidated TPG Funds and Public SPACs: Interest expense 192 155 226 167 - Other 8,058 3,305 12,556 (3,895) 1,523 Total expenses 194,646 198,720 224,177 299,023 942,532 Investment income Income from investments: Net gains (losses) from investment activities 72,404 41,801 224,141 14,873 6,643 Interest, dividends and other 979 5,508 472 (499) 204 Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities (7,616) 14,675 1,949 14,384 - Unrealized gains (losses) on derivative liabilities 87,600 96,723 7,205 20,294 2,657 Interest, dividends and other 988 1,073 910 7,350 126 Total investment income 154,355 159,780 234,677 56,402 9,630 Income before income taxes 1,164,442 2,142,123 521,764 836,706 177,808 Income tax expense 3,128 1,681 1,281 2,948 15,004 Net income 1,161,314 2,140,442 520,483 833,758 162,804 Less: Net (loss) income attributable to redeemable equity in Public SPACs prior to IPO 63,558 73,901 (4,250) 21,922 (517) Net (loss) income attributable to non-controlling interests in consolidated TPG Funds prior to IPO (5,736) 12,634 1,293 11,096 - Net (loss) income attributable to other non-controlling interests prior to IPO 589,311 1,162,989 228,646 474,879 966 Net income attributable to TPG Group Holdings prior to IPO 514,181 890,918 294,794 325,861 5,256 Net income attributable to redeemable equity in Public SPACs - - - - 1,823 Net loss attributable to non-controlling interests in TPG Operating Group - - - - (4,912) Net income attributable to other non-controlling interests - - - - 118,904 Net income attributable to TPG Inc. subsequent to IPO $ - $- $- $- $41,284
TPG | GAAP Statements of Operations Pro Forma Adjustments See notes on the following pages. ($ in thousands) 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 Revenues Fees and other $5,730 $5,620 $5,507 $3,950 $- (3) Capital allocation-based income 660 (6,804) 4,938 (7,447) - (1) Total revenues 6,390 (1,184) 10,445 (3,497) - Expenses Compensation and benefits Cash-based compensation and benefits (31,769) (32,445) (33,144) (42,920) - (5) Equity-based compensation 125,641 125,643 125,004 124,319 - (6, 7) Performance allocation compensation 601,595 1,244,323 190,279 502,308 - (5) Total compensation and benefits 695,467 1,337,521 282,139 583,707 - General, administrative and other - - - - - Depreciation and amortization - - - - - Interest expense 998 998 997 998 - (4) Expenses of consolidated TPG Funds and Public SPACs: Interest expense (192) (155) (226) (167) - (1) Other 129 (426) (898) (434) - (1) Total expenses 696,402 1,337,938 282,012 584,104 - Investment income Income from investments: Net gains (losses) from investment activities (52,334) (34,229) (23,716) 17,419 - (1) Interest, dividends and other - - - - - Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities 7,616 (14,675) (1,949) (14,384) - (1) Unrealized gains (losses) on derivative liabilities - - - - - Interest, dividends and other (977) (1,060) (899) (1,093) - (1) Total investment income (45,695) (49,964) (26,564) 1,942 - Income before income taxes (735,707) (1,389,086) (298,131) (585,659) - Income tax expense 14,040 25,352 17,251 12,298 - (8) Net income (749,747) (1,414,438) (315,382) (597,957) - Less: Net (loss) income attributable to redeemable equity in Public SPACs prior to IPO (63,558) (73,901) 4,250 (21,922) - Net (loss) income attributable to non-controlling interests in consolidated TPG Funds prior to IPO 5,736 (12,634) (1,293) (11,096) - (1) Net (loss) income attributable to other non-controlling interests prior to IPO (589,311) (1,162,989) (228,646) (474,879) - (1-5), (9) Net income attributable to TPG Group Holdings prior to IPO (514,181) (890,918) (294,794) (325,861) - Net income attributable to redeemable equity in Public SPACs 63,558 73,901 (4,250) 21,922 - Net loss attributable to non-controlling interests in TPG Operating Group - - - - - Net income attributable to other non-controlling interests 301,005 567,229 151,128 172,632 - Net income attributable to TPG Inc. subsequent to IPO $47,004 $84,874 $58,223 $41,247 $-
TPG | Pro Forma GAAP Statements of Operations Expanded See notes on the following pages. ($ in thousands) 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 Pro Forma Revenues Fees and other $215,885 $200,672 $285,415 $296,739 $273,005 Capital allocation-based income 995,238 1,979,207 236,294 779,091 837,705 Total revenues 1,211,123 2,179,879 521,709 1,075,830 1,110,710 Pro Forma Expenses Compensation and benefits Cash-based compensation and benefits 96,212 96,101 102,995 144,112 116,359 Equity-based compensation 125,641 125,643 125,004 124,319 185,911 Performance allocation compensation 601,595 1,244,323 190,279 502,308 523,138 Total compensation and benefits 823,448 1,466,067 418,278 770,739 825,408 General, administrative and other 53,130 61,166 68,634 95,660 102,264 Depreciation and amortization 1,364 1,522 2,251 16,086 8,699 Interest expense 4,919 5,024 5,368 4,971 4,638 Expenses of consolidated TPG Funds and Public SPACs: Interest expense - - - - - Other 8,187 2,879 11,658 (4,329) 1,523 Total expenses 891,048 1,536,658 506,189 883,127 942,532 Pro Forma Investment income Income from investments: Net gains (losses) from investment activities 20,070 7,572 200,425 32,292 6,643 Interest, dividends and other 979 5,508 472 (499) 204 Investment income of consolidated TPG Funds and Public SPACs: Net gains (losses) from investment activities - - - - - Unrealized gains (losses) on derivative liabilities 87,600 96,723 7,205 20,294 2,657 Interest, dividends and other 11 13 11 6,257 126 Total investment income 108,660 109,816 208,113 58,344 9,630 Income before income taxes 428,735 753,037 223,633 251,047 177,808 Income tax expense 17,168 27,033 18,532 15,246 15,004 Net income 411,567 726,004 205,101 235,801 162,804 Less: Net (loss) income attributable to redeemable equity in Public SPACs prior to IPO - - - - (517) Net (loss) income attributable to non-controlling interests in consolidated TPG Funds prior to IPO - - - - - Net (loss) income attributable to other non-controlling interests prior to IPO - - - - 966 Net income attributable to TPG Group Holdings prior to IPO - - - - 5,256 Net income attributable to redeemable equity in Public SPACs 63,558 73,901 (4,250) 21,922 1,823 Net loss attributable to non-controlling interests in TPG Operating Group - - - - (4,912) Net income attributable to other non-controlling interests 301,005 567,229 151,128 172,632 118,904 Net income attributable to TPG Inc. subsequent to IPO $47,004 $84,874 $58,223 $41,247 $41,284
TPG | Pro Forma GAAP Statements of Operations Notes 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 of the TPG Operating Group that relate to these TPG general partner entities’ economic entitlements. We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest. 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. This does not include certain of our strategic equity method investments, including Harlem Capital Partners, VamosVentures and LandSpire Group, as the economics of these investments continue to be part of the TPG Operating Group after the Reorganization. Deconsolidation of consolidated TPG Funds: We transferred the TPG Operating Group’s co-investment interests in certain TPG Funds to RemainCo. These TPG Funds were historically consolidated and as a result of the transfer to RemainCo, are deconsolidated because we no longer hold a more than insignificant economic interest. This adjustment relates to the changes in economic entitlements that the holders of TPG Operating Group Common Units retain, and the associated reallocation of interests after the Reorganization. Specified Company Assets include certain TPG general partner entities to which the TPG Operating Group retained an economic entitlement and that are consolidated both before and after the Reorganization. As part of the Reorganization, the sharing percentage of the associated performance allocation income was reallocated between controlling and non-controlling interests. Subject to certain exceptions, RemainCo is entitled to between 10% and 15% of these Specified Company Assets’ related performance allocations, which we treat as non-controlling interests, and to allocate generally between 65% and 70% indirectly to our partners and professionals through performance allocation vehicles and Promote Units, with the remaining 20% available for distribution to the TPG Operating Group Common Unit holders. RemainCo’s entitlement to performance allocations associated with future funds will step down over time. In conjunction with allocating between 65% and 70% of performance allocations associated with the Specified Company Assets to our partners and professionals, we have reduced the amount of cash-based bonuses historically paid to these individuals as further described in Note 5 below. The primary impact of this is a reallocation from income attributable to controlling interests to income attributable to non-controlling interests. This amount reflects an administrative services fee that we receive for managing the Excluded Assets transferred to RemainCo that are not part of the TPG Operating Group. The fee is based on 1% of the net asset value of RemainCo. This adjustment reflects incremental interest expense related to additional financing the TPG Operating Group used to declare a distribution of $200 million to our controlling and non-controlling interest holders prior to the Reorganization and the IPO. The distribution was made with $200 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. 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.
TPG | Pro Forma GAAP Statements of Operations Notes (Cont’d) Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data continued Our current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests in RemainCo as a result of the Reorganization and the IPO. The number of TPG Partner Holdings units outstanding at the time of the IPO total 245,397,431, of which 73,849,986 are unvested. The number of units outstanding related to our existing partners’ indirect economic interests in RemainCo at the time of the IPO total 198,040,459, of which 26,922,374 are unvested. In conjunction with the Reorganization, TPG Partner Holdings distributed its interest in RemainCo and the underlying assets as part of a common control transaction to its existing owners, which are our current and former partners. No changes were made to the terms of the unvested units. TPG Partner Holdings and RemainCo are both presented as non-controlling interest holders within our consolidated financial statements. We account for the TPG Partner Holdings units and indirect economic interests in RemainCo as compensation expense in accordance with 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. 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. At IPO, we granted to certain of our people RSUs with respect to approximately 9,280,000 shares of Class A common stock (although we are authorized to grant up to 4% of our shares of Class A common stock, measured on a fully-diluted, as converted basis, which would be 12,277,912 shares of Class A common stock). Of these RSUs, we granted 8,229,960 shares of Class A common stock immediately following the completion of the IPO. These RSUs generally vest over four years in three equal installments on the second through fourth anniversaries of the grant date (with some grants vesting on shorter alternate vesting schedules), subject to the recipient’s continued provision of services to the Company or its affiliates through the vesting date. In addition, under 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. These expenses are non-cash in nature and allocated to the Common Unit holders. Not included in the above adjustment are RSUs (which are part of the RSUs with respect to approximately 9,280,000 shares of Class A common stock referred to above) with respect to 1,050,040 shares that were granted in 2022 after the IPO, including those to people hired for new roles created in connection with the IPO. In addition, we plan to grant RSUs of 10,170 shares to our third independent director when named. These additional grants will have similar vesting terms and conditions as the RSUs mentioned above. The TPG Operating Group partnerships continue to be treated as partnerships for U.S. federal and state income tax purposes. Following the IPO, we are subject to U.S. federal income taxes, in addition to state, local and foreign income taxes with respect to our allocable share of any taxable income generated by the TPG Operating Group that flows through to its interest holders, including us. As a result, the unaudited pro forma condensed consolidated statement of operations reflects adjustments to our income tax expense to reflect a blended statutory tax rate of 23.0% 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.
TPG | Pro Forma GAAP Statements of Operations Notes (Cont’d) Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data continued 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 Group’s 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 represent 74.4% of the consolidated income before taxes of the TPG Operating Group. Promote Units are not included in this calculation of ownership interest.
TPG | Non-GAAP Financial Measures Expanded Note: Due to the Reorganization in 1Q’22, comparability of prior periods may be limited. See the Reconciliations and Disclosures section of this presentation for a full reconciliation between GAAP and Non-GAAP Financial Measures. ($ in thousands) 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 1Q'22 LTM Fee-Related Revenues Management Fees $154,229 $155,265 $206,994 $201,877 $202,731 $766,867 Transaction, monitoring and other fees, net 26,122 9,044 42,208 24,667 26,756 102,675 Other Income 12,601 11,186 10,304 12,582 11,045 45,117 Fee-Related Revenues 192,952 175,495 259,507 239,125 240,532 914,659 Fee-Related Expenses Compensation and benefits, net 119,702 121,707 125,530 154,474 98,187 499,898 Operating expenses, net 39,650 44,548 47,090 35,827 50,362 177,827 Fee-Related Expenses 159,352 166,255 172,620 190,301 148,549 677,725 Fee-Related Earnings 33,600 9,240 86,886 48,824 91,983 236,934 Realized performance allocations, net 66,121 176,698 505,626 251,158 122,192 1,055,674 Realized investment income and other, net 7,995 20,441 48,312 15,972 7,293 92,018 Depreciation expense (1,355) (1,525) (1,737) (2,157) (1,571) (6,990) Interest expense, net (3,638) (3,801) (3,806) (3,683) (4,431) (15,721) Distributable Earnings 102,723 201,054 635,282 310,113 215,466 1,361,914 Income taxes (3,307) (3,089) (3) (2,909) (16,433) (22,434) After-Tax Distributable Earnings $99,416 $197,965 $635,279 $307,204 $199,033 $1,339,480
TPG | Non-GAAP Financial Measures Adjustments See notes on the following pages. ($ in thousands) 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 1Q'22 LTM Fee-Related Revenues Management Fees $- $- $- $- $- $- Transaction, monitoring and other fees, net - - - - - - Other Income 1,431 3,216 3,395 (758) - 5,853 (1) Fee-Related Revenues 1,431 3,216 3,395 (758) - 5,853 Fee-Related Expenses Compensation and benefits, net (31,769) (32,445) (33,144) (42,920) - (108,509) (2) Operating expenses, net - - - - - - Fee-Related Expenses (31,769) (32,445) (33,144) (42,920) - (108,509) Fee-Related Earnings 33,200 35,661 36,539 42,162 - 114,362 Realized performance allocations, net (60,560) (172,459) (364,427) (197,493) - (734,379) (2, 3) Realized investment income and other, net (5,422) (7,224) (5,548) (7,808) - (20,580) (4) Depreciation expense - - - - - - Interest expense, net (998) (997) (998) (998) - (2,993) (5) Distributable Earnings (33,780) (145,019) (334,434) (164,137) - (643,590) Income taxes (754) (212) (17,719) (5,690) - (23,621) (6) After-Tax Distributable Earnings $(34,534) $(145,231) $(352,153) $(169,827) $- $(667,211)
TPG | Pro Forma Non-GAAP Financial Measures Expanded See notes on the following pages. ($ in thousands) 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 1Q'22 LTM Pro Forma Fee-Related Revenues Management Fees $154,229 $155,265 $206,994 $201,877 $202,731 $766,867 Transaction, monitoring and other fees, net 26,122 9,044 42,208 24,667 26,756 102,675 Other Income 14,032 14,402 13,699 11,823 11,045 50,969 Pro Forma Fee-Related Revenues 194,383 178,711 262,901 238,367 240,532 920,511 Pro Forma Fee-Related Expenses Compensation and benefits, net 87,933 89,262 92,386 111,554 98,187 391,389 Operating expenses, net 39,650 44,548 47,090 35,827 50,362 177,827 Pro Forma Fee-Related Expenses 127,583 133,810 139,476 147,381 148,549 569,216 Pro Forma Fee-Related Earnings 66,800 44,901 123,425 90,986 91,983 351,295 Realized performance allocations, net 5,561 4,239 141,199 53,665 122,192 321,296 Realized investment income and other, net 2,573 13,217 42,764 8,164 7,293 71,438 Depreciation expense (1,355) (1,525) (1,737) (2,157) (1,571) (6,991) Interest expense, net (4,636) (4,798) (4,804) (4,681) (4,431) (18,715) Pro Forma Distributable Earnings 68,943 56,034 300,847 145,977 215,466 718,323 Income taxes (4,061) (3,301) (17,722) (8,599) (16,433) (46,055) Pro Forma After-Tax Distributable Earnings $64,882 $52,733 $283,125 $137,378 $199,033 $672,268
TPG | Pro Forma Non-GAAP Financial Measures Notes 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 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 people’s share of performance allocations associated with the Specified Company Assets from approximately 50% to between 65% and 70%. Realized performance allocations, net only include the amounts the TPG Operating Group is entitled to after gross realized performance allocations has been reduced by realized performance allocation compensation and non-controlling interests. Following the Reorganization, the TPG Operating Group receives approximately 20% of the future performance allocations associated with the general partner entities that we retained an economic interest in. This adjustment to our sharing percentage was made to allow us to reduce cash-based bonuses paid to our partners. 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 difference relates to additional interest expense from new financing the TPG Operating Group used to declare a distribution of $200 million to our controlling and non-controlling interest holders prior to the Reorganization and the IPO. The distribution was made with $200 million proceeds from the senior unsecured term loan issuance. The Senior Unsecured Term Loan carries an interest rate of LIBOR plus 1.00% and matures in December 2024. The difference in income tax expense is attributable to the corporate conversion. The income tax expense adjustment reflects TPG Inc.’s share of pro forma pre-tax distributable earnings, which equals 25.6%, multiplied by TPG Inc.’s effective tax rate of 23.0%.
Reconciliations and Disclosures
TPG | GAAP to Non-GAAP Financial Measures Reconciliation ($ in thousands) 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 1Q'22 LTM GAAP Revenue $1,204,733 $2,181,063 $511,264 $1,079,327 $1,110,710 $4,882,363 Capital-allocation Income (994,578) (1,986,011) (231,356) (786,538) (837,704) (3,841,609) Expense Reimbursements (30,385) (30,357) (21,959) (50,109) (32,677) (135,102) Investment income and other 13,182 10,800 1,558 (3,556) 204 9,006 Fee-Related Revenue $192,952 $175,495 $259,507 $239,125 $240,532 $914,659 GAAP Expense $194,646 $198,720 $224,177 $299,023 $942,532 $1,664,451 Depreciation and amortization expense (1,364) (1,522) (2,251) (16,086) (8,699) (28,558) Interest expense (3,921) (4,026) (4,371) (3,973) (4,638) (17,008) Expense related to consolidated TPG Funds and Public SPACs (8,250) (3,460) (12,782) 3,728 (1,523) (14,037) Expense Reimbursements (30,385) (30,356) (21,960) (50,109) (32,677) (135,102) Performance allocation compensation - - - - (523,138) (523,138) Equity based compensation - - - - (185,911) 185,911) Non-core expenses and other 8,626 6,899 (10,194) (42,282) (37,397) (82,972) Fee-Related Expenses $159,352 $166,255 $172,620 $190,301 $148,549 $677,725 ($ in thousands) 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 1Q'22 LTM Net Income $1,161,314 $2,140,442 $520,483 $833,758 $162,804 $3,657,487 Net (income) loss attributable to redeemable interests in Public SPACs (63,558) (73,901) 4,250 (21,922) (1,306) (92,879) Net (income) loss attributable to non-controlling interests in consolidated TPG Funds 5,736 (12,634) (1,293) (11,096) - (25,023) Net (income) loss attributable to other non-controlling interests (489,065) (998,500) (179,199) (414,406) (118,904) (1,711,009) Amortization expense - - - 14,195 3,272 17,467 Equity-based compensation - - - - 190,462 190,462 Unrealized performance allocations, net (402,568) (748,072) 390,552 (96,417) (35,949) (489,886) Unrealized investment income (126,603) (92,398) (85,607) 9,218 (2,591) (171,378) Unrealized (gain) loss on derivatives 14,160 (16,972) (13,907) (3,907) (685) (35,471) Income tax - - - - (1,301) (1,301) Non-recurring and other - - - (2,220) 3,231 1,011 After-tax Distributable Earnings 99,416 197,965 635,279 307,204 199,033 1,339,480 Income taxes 3,307 3,089 3 2,909 16,433 22,434 Distributable Earnings 102,723 201,054 635,282 310,113 215,466 1,361,914 Realized performance allocations, net (66,121) (176,698) (505,626) (251,158) (122,192) (1,055,674) Realized investment income and other, net (7,995) (20,441) (48,312) (15,972) (7,293) (92,018) Depreciation expense 1,355 1,525 1,737 2,157 1,571 6,991 Interest expense, net 3,638 3,801 3,806 3,684 4,431 15,721 Fee-Related Earnings $33,600 $9,240 $86,886 $48,825 $91,983 $236,934
TPG | GAAP to Non-GAAP Balance Sheet Reconciliation ($ in thousands) 4Q'21 1Q'22 ($ in thousands) 4Q'21 1Q'22 Total GAAP Assets $8,962,013 $9,664,327 Total GAAP Liabilities $1,700,572 $5,238,986 Impact of consolidated TPG Funds and Public SPACs Impact of consolidated TPG Funds and Public SPACs Cash and cash equivalents (5,371) (9,494) Accounts payable and accrued expenses (8,484) (2,652) Assets held in Trust Accounts (1,000,027) (1,000,056) Derivative liabilities of Public SPACs (13,048) (10,391) Due from affiliates (74) (74) Deferred underwriting (35,000) (35,000) Other assets (18,993) (1,164) Subtotal for impact of consolidated TPG Funds and Public SPACs (56,532) (48,043) Subtotal for impact of consolidated TPG Funds and Public SPACs (1,024,465) (1,010,788) Impact of other consolidated entities Impact of other consolidated entities Accounts payable and accrued expenses (131,737) (171,052) Cash and cash equivalents (730,359) (871,328) Due to affiliates (820,998) (235,658) Due from affiliates 81,557 (9,485) Accrued performance allocation compensation - (4,074,727) Investments (4,204,888) (4,976,476) Other liabilities (238,055) (220,224) Other assets (282,272) (193,344) Subtotal for impact of other consolidated entities (1,190,790) (4,701,661) Subtotal for impact of other consolidated entities (5,135,962) (6,050,633) Reclassification adjustments Reclassification adjustments Accounts payable and accrued expenses 522,653 43,668 Due from affiliates (13,930) (76,495) Due to affiliates (6,001) (8,461) Investments (1,904,158) (1,370,838) Other liabilities (191) (21,151) Accrued performance allocations 1,344,348 796,328 Subtotal for reclassification adjustments 516,461 14,056 Investments in funds 559,810 574,510 Total Book Liabilities $969,711 $503,338 Other assets 105,092 87,144 Subtotal for reclassification adjustments 91,162 10,649 Total Book Assets $2,892,748 $2,613,555
TPG | 4Q’21 Pro Forma GAAP Balance Sheet See notes on the following pages. ($ in thousands) TPG Group Holdings Historical 4Q'21 Reorganization and Other Transaction Adjustments Offering Transaction Adjustments TPG Inc. Pro Forma 4Q'21 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 Due from affiliates 74 - - 74 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 compensation - 3,848,126 - 3,848,126 (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
TPG | 4Q’21 Pro Forma GAAP Balance Sheet Notes 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 are 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 (i) 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 (ii) 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 | 4Q’21 Pro Forma GAAP Balance Sheet Notes (Cont’d) 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 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. 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 Group’s 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 | 4Q’21 Pro Forma Non-GAAP Balance Sheet and Notes 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 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 $10.4 million related to the Reorganization of TPG into a corporation and associated offering transactions. Represents the impact to the net book value of the TPG Operating Group after the IPO transaction adjustments. ($ in thousands) Non-GAAP 4Q'21 Reorganization and Other Transaction Adjustments Offering Transaction Adjustments Pro Forma Non-GAAP 4Q'21 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) Investments in funds 559,810 - - 559,810 Other assets, net 733,085 (204,453) (23,988) 504,644 (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)
TPG | Additional Information 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. 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 Committee prior 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 | Definitions After-tax Distributable Earnings (“After-tax DE”) is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income taxes. We use it to assess how income tax expense affects amounts available to be distributed to our Class A common stock holders and Common Unit holders. 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 taxes. Income taxes, for purposes of determining After-tax DE, represent the total GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within other liabilities in our consolidated statement of financial condition. Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to the Company on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges. We believe that including the amount currently payable under the Tax Receivable Agreement and utilizing the current income tax expense (benefit), as described above, when determining After-tax DE is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to shareholders. 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-investment vehicles that has not yet been invested or considered active, and as this capital is invested or activated, the fee-paying portion will be included in FAUM. FAUM Subject to Step-Up represents capital raised within certain funds where the management fee rate increases once capital is invested. Subject to certain limitations, limited partners in these funds pay a lower fee on committed and undrawn capital. As capital is drawn down for investments, the fees paid on that capital increases. 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 TPG’s 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 TPG’s investment funds and co-investment vehicles during a given period, as well as IPO and forward purchase agreements associated with our Public SPACs and private investment in public equity upon the consummation of a business combination associated with one of our Public SPACs. 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. Excluded Assets refers to the assets and economic entitlements transferred to RemainCo listed in Schedule A to the master contribution agreement entered into in connection with the Reorganization (as defined herein), which primarily include (i) minority interests in certain sponsors unaffiliated with TPG, (ii) the right to certain performance allocations in TPG funds, (iii) certain co-invest interests and (iv) cash.
TPG | Definitions (Cont’d) 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 Expenses differs from expenses computed in accordance with GAAP in that it is net of certain reimbursement arrangements. Fee-related expenses is used in management’s review of the business. 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. Fee earning AUM (“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. RemainCo refers to, collectively, Tarrant RemainCo I, L.P., a Delaware limited partnership, Tarrant RemainCo II, L.P., a Delaware limited partnership, and Tarrant RemainCo III, L.P., a Delaware limited partnership, which owns the Excluded Assets, and Tarrant RemainCo GP LLC, a Delaware limited liability company serving as their general partner. TPG Operating Group refers (i) for periods prior to giving effect to the Reorganization, to the TPG Operating Group partnerships and their respective consolidated subsidiaries and (ii) for periods beginning after giving effect to the Reorganization, (A) to the TPG Operating Group partnerships and their respective consolidated subsidiaries and (B) not to RemainCo. TPG Operating Group partnerships refers to TPG Operating Group I, L.P., a Delaware limited partnership formerly named TPG Holdings I, L.P., TPG Operating Group II, L.P., a Delaware limited partnership formerly named TPG Holdings II, L.P., and TPG Operating Group III, L.P., a Delaware limited partnership formerly named TPG Holdings III, L.P. 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.