SEC Filing | TPG Inc.

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tpg-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended June 30, 2022


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission file number 001-04321

TPG Inc.

(Exact name of registrant as specified in its charter)


Delaware		87-2063362
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
301 Commerce Street,	Suite 3300	76102
Fort Worth,	TX	(Zip Code)

(817) 871-4000

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	TPG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of August 4, 2022, there were 70,981,157 shares of the registrant’s Class A common stock, 8,258,901 shares of the registrant’s nonvoting Class A common stock and 229,652,641 shares of the registrant’s Class B common stock outstanding.

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		Page

Part I. Financial Information
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Statements of Financial Condition (unaudited) as of June 30 , 2022 and December 31, 2021	5
	Condensed Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30 , 2022 and 2021	6
	Condensed Consolidated Statements of Changes in Equity (unaudited) for the Three and Si x Months Ended June 30 , 2022 and 2021	7
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30 , 2022 and 2021	10
	Notes to Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	110
Item 4.	Controls and Procedures	110

Part II. Other Information
Item 1.	Legal Proceedings	112
Item 1A.	Risk Factors	112
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	112
Item 3.	Defaults Upon Senior Securities	113
Item 4.	Mine Safety Disclosures	113
Item 5.	Other Information	113
Item 6.	Exhibits	113
Signatures

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Cautionary Note Regarding Forward-Looking Statements

This report may contain forward-looking statements. 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, estimated operational metrics, business strategy and plans and objectives of management for future operations, including, among other things, statements regarding the expected growth, future capital expenditures, fund performance and debt service obligations, such as those contained in “Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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 the 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, including, but not limited to, those described in “Item 1A.—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the United States Securities and Exchange Commission (“SEC”) on March 29, 2022, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at https://www.sec.gov, and “Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this report. Any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which we make it. 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 publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Website and Social Media Disclosure

We use our website (https://www.tpg.com), Rise website (https://therisefund.com), Microsites (https://software.tpg.com, https://healthcare.tpg.com), LinkedIn (https://www.linkedin.com/company/tpg-capital), Twitter (https://twitter.com/tpg), Vimeo (https://vimeo.com/user52190696), Rise YouTube (https://www.youtube.com/channel/UCo8p2iF_I5p-2_MQlzedw/featured) and Rise Instagram (https://www.instagram.com/therisefund/?hl=en) accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about TPG when you enroll your email address by visiting the “Email Alerts” section of our website at https://shareholders.tpg.com. The contents of our website, any alerts and social media channels are not, however, a part of this report.

TERMS USED IN THIS REPORT

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:

•“TPG,” “the Company,” “we,” “our,” and “us,” or like terms, refer to TPG Inc. and its consolidated subsidiaries taken as a whole.

•“Class A common stock” refers to Class A common stock of TPG Inc., which entitles the holder to one vote per share. When we use the term “Class A common stock” in this Quarterly Report on Form 10-Q, we are referring exclusively to such voting Class A common stock and not to “nonvoting Class A common stock.”

•“Class B common stock” refers to Class B common stock of TPG Inc., which entitles the holder to ten votes per share until the Sunset (as defined in our certificate of incorporation) but carries no economic rights.

•“Common Unit” refers to a common unit in each of the TPG Operating Group partnerships (or, depending on the context, a common unit in a TPG Operating Group partnership).

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•“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.

•“Founders” refers to David Bonderman and James G. (“Jim”) Coulter.

•“nonvoting Class A common stock” refers to the nonvoting Class A common stock of TPG Inc., which has no voting rights and is convertible into shares of Class A common stock upon transfer to a third party as and when permitted by the Investor Rights Agreement.

•“Pre-IPO Investors” refers to certain sovereign wealth funds, other institutional investors and certain other parties that entered into a strategic relationship with us prior to the Reorganization.

•“Promote Unit” refers to a promote unit in each of the TPG Operating Group partnerships, which entitles the holder to certain distributions of performance allocations received by the TPG Operating Group (or, depending on the context, a promote unit in each TPG Operating Group partnership).

•“Public SPACs” refers to 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.

•“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 Remain Co GP, LLC, a Delaware limited liability company serving as their general partner.

•“Specified Company Assets” refers to TPG general partner entities from which holders of Common Units (including us) received an estimated 20% performance allocation after giving effect to the Reorganization.

•“TPG general partner entities” refers to certain entities that (i) serve as the general partner of certain TPG funds and (ii) are, or historically were, consolidated by TPG Group Holdings.

•“TPG Group Holdings” refers to TPG Group Holdings (SBS), L.P., a Delaware limited partnership that is considered our predecessor for accounting purposes and is a TPG Partner Vehicle and direct owner of certain Common Units and Class B common stock.

•“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.

•“TPG Partner Holdings” refers to TPG Partner Holdings, L.P., a Delaware limited partnership, which is a TPG Partner Vehicle that indirectly owns substantially all of the economic interests of TPG Group Holdings, a TPG Partner Vehicle.

•“TPG Partner Vehicles” refers to, collectively, the vehicles through which the Founders and current and former TPG partners (including such persons’ related entities and estate planning vehicles) hold their equity in the TPG Operating Group, including TPG Group Holdings and TPG Partner Holdings.

In addition, for definitions of “Gross IRR,” “Net IRR,” “Gross MoM” and related terms, see “Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Fund Performance Metrics.”

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

TPG Inc.

Condensed Consolidated Statements of Financial Condition (unaudited)

(dollars in thousands, except share data)


	June 30, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	1,177,825	$	972,729
Restricted cash (1)	13,135		13,135
Due from affiliates	248,134		185,321
Investments (includes assets pledged of $469,228 and $492,276 as of June 30, 2022 and December 31, 2021, respectively (1))	5,515,798		6,109,046
Other assets	622,791		657,317
Assets of consolidated TPG Funds and Public SPACs (1):
Cash and cash equivalents	7,431		5,371
Assets held in Trust Accounts	1,000,900		1,000,027
Other assets	1,069		19,067
Total assets	$	8,587,083	$	8,962,013

Liabilities, Redeemable Equity and Equity
Liabilities
Accounts payable and accrued expenses	$	201,950	$	134,351
Due to affiliates	187,423		826,999
Secured borrowings, net (1)	245,105		244,950
Senior unsecured term loan	198,930		199,494
Accrued performance allocation compensation	3,412,415		—
Other liabilities	235,428		238,246
Liabilities of consolidated TPG Funds and Public SPACs (1):
Derivative liabilities	4,568		13,048
Deferred underwriting	35,000		35,000
Other liabilities	1,326		8,484
Total liabilities	4,522,145		1,700,572

Commitments and contingencies (Note 12)

Redeemable equity attributable to consolidated Public SPACs (1)	1,000,900		1,000,027

Equity
Class A common stock $0.001 par value, 2,340,000,000 shares authorized (79,240,058 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)	79		—
Class B common stock $0.001 par value, 750,000,000 shares authorized (229,652,641 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)	230		—
Preferred stock, $0.001 par value, 25,000,000 shares authorized (0 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)	—		—
Additional paid-in-capital	489,293		—
Accumulated deficit	(4,789)		—
Partners’ capital controlling interests	—		1,606,593
Other non-controlling interests	2,579,225		4,654,821
Total equity	3,064,038		6,261,414
Total liabilities, redeemable equity and equity	$	8,587,083	$	8,962,013

________________

(1)The Company’s consolidated total assets and liabilities as of June 30, 2022 and December 31, 2021 include assets and liabilities of variable interest entities (“VIEs”). The assets can be used only to satisfy obligations of the VIEs, and the creditors of the VIEs have recourse only to these assets, and not to TPG Inc. These amounts include the assets and liabilities of consolidated Public SPACs, restricted cash, assets pledged of securitization vehicles, secured borrowings of securitization vehicles, and redeemable equity of consolidated Public SPACs. See Note 7 to the Condensed Consolidated Financial Statements.

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Inc.

Condensed Consolidated Statements of Operations (unaudited)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues
Fees and other	$	289,955	$	195,052	$	562,960	$	405,207
Capital allocation-based (loss) income	(398,237)		1,986,011		439,468		2,980,589
Total revenues	(108,282)		2,181,063		1,002,428		3,385,796
Expenses
Compensation and benefits:
Cash-based compensation and benefits	115,639		128,546		231,998		256,527
Equity-based compensation	145,140		—		331,051		—
Performance allocation compensation	(298,026)		—		225,112		—
Total compensation and benefits	(37,247)		128,546		788,161		256,527
General, administrative and other	77,671		61,166		179,935		114,296
Depreciation and amortization	8,558		1,522		17,257		2,886
Interest expense	4,731		4,026		9,369		7,947
Expenses of consolidated TPG Funds and Public SPACs:
Interest expense	—		155		—		347
Other	457		3,305		1,980		11,363
Total expenses	54,170		198,720		996,702		393,366
Investment income (loss)
Income (loss) from investments:
Net (losses) gains from investment activities	(99,395)		41,801		(92,752)		114,205
Interest, dividends and other	782		5,508		986		6,487
Investment income of consolidated TPG Funds and Public SPACs:
Net gains from investment activities	—		14,675		—		7,059
Unrealized gains on derivative liabilities of Public SPACs	5,823		96,723		8,480		184,323
Interest, dividends and other	843		1,073		969		2,061
Total investment (loss) income	(91,947)		159,780		(82,317)		314,135
(Loss) income before income taxes	(254,399)		2,142,123		(76,591)		3,306,565
Income tax expense	8,098		1,681		23,102		4,809
Net (loss) income	(262,497)		2,140,442		(99,693)		3,301,756
Net income (loss) attributable to redeemable equity in Public SPACs prior to Reorganization and IPO	—		73,901		(517)		137,459
Net income attributable to non-controlling interests in consolidated TPG Funds prior to Reorganization and IPO	—		12,634		—		6,898
Net income attributable to other non-controlling interests prior to Reorganization and IPO	—		1,162,989		966		1,752,300
Net income attributable to TPG Group Holdings prior to Reorganization and IPO	—		890,918		5,256		1,405,099
Net income attributable to redeemable equity in Public SPACs	4,058		—		5,881		—
Net loss attributable to non-controlling interests in TPG Operating Group	(128,869)		—		(133,781)		—
Net loss attributable to other non-controlling interests	(127,827)		—		(8,923)		—
Net (loss) income attributable to TPG Inc. subsequent to Reorganization and IPO	$	(9,859)	$	—	$	31,425	$	—
Net income per share data:
Net income available to Class A common stock per share
Basic	$	(0.15)	$	—	$	0.37	$	—
Diluted	$	(0.37)	$	—	$	(0.25)	$	—
Weighted-average shares of Class A common stock outstanding
Basic	79,240,058		—		79,240,058		—
Diluted	308,892,699		—		308,892,699		—

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Inc.

Condensed Consolidated Statements of Changes in Equity (unaudited)

(dollars in thousands, except share data)


			Shares of TPG Inc.		TPG Inc.
	Partners' Capital		Class A Common Stock	Class B Common Stock	Class A Common Stock, at par value		Class B Common Stock, at par value		Additional Paid-In Capital		Retained Earnings (Deficit)		Total TPG Inc. Equity		Other Non-Controlling Interests		Total Partners' Capital/ Equity
Balance at March 31, 2022	$	—	79,070,565	229,652,641	$	79	$	230	$	479,854	$	41,257	$	521,420	$	2,903,865	$	3,425,285
Net income (loss) subsequent to Reorganization and IPO	—		—	—	—		—		—		(9,859)		(9,859)		(256,696)		(266,555)
Shares issued for equity-based awards	—		169,493	—	0		—		1,088		—		1,088		(901)		187
Equity-based compensation subsequent to Reorganization and IPO	—		—	—	—		—		8,103		—		8,103		137,920		146,023
Capital contributions subsequent to Reorganization and IPO	—		—	—	—		—		—		—		—		3,723		3,723
Dividends/Distributions	—		—	—	—		—		—		(36,187)		(36,187)		(211,654)		(247,841)
Change in redemption value of redeemable non-controlling interest subsequent to Reorganization and IPO	—		—	—	—		—		248		—		248		2,968		3,216
Balance at June 30, 2022	$	—	79,240,058	229,652,641	$	79	$	230	$	489,293	$	(4,789)	$	484,813	$	2,579,225	$	3,064,038


			Shares of TPG Inc.		TPG Inc.
	Partners' Capital		Class A Common Stock	Class B Common Stock	Class A Common Stock, at par value		Class B Common Stock, at par value		Additional Paid-In Capital		Retained Earnings (Deficit)		Total TPG Inc. Equity		Other Non-Controlling Interests		Total Partners' Capital/ Equity
Balance at March 31, 2021	$	2,931,133	—	—	$	—	$	—	$	—	$	—	$	—	$	2,804,235	$	5,735,368
Net income	890,918		—	—	—		—		—		—		—		1,175,623		2,066,541
Change in redemption value of redeemable non-controlling interest	12,559		—	—	—		—		—		—		—		22,087		34,646
Capital contributions	—		—	—	—		—		—		—		—		3,573		3,573
Capital distributions	(177,270)		—	—	—		—		—		—		—		(232,003)		(409,273)
Balance at June 30, 2021	$	3,657,340	—	—	$	—	$	—	$	—	$	—	$	—	$	3,773,515	$	7,430,855

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Inc.

Condensed Consolidated Statements of Changes in Equity (unaudited)

(dollars in thousands, except share data)


			Shares of TPG Inc.		TPG Inc.
	Partners' Capital		Class A Common Stock	Class B Common Stock	Class A Common Stock, at par value		Class B Common Stock, at par value		Additional Paid-In Capital		Retained Earnings (Deficit)		Total TPG Inc. Equity		Other Non-Controlling Interests		Total Partners' Capital/ Equity
Balance at December 31, 2021	$	1,606,593	—	—	$	—	$	—	$	—	$	—	$	—	$	4,654,821	$	6,261,414
Net income prior to Reorganization and IPO	5,256		—	—	—		—		—		—		—		966		6,222
Change in redemption value of redeemable non-controlling interest prior to Reorganization and IPO	(110)		—	—	—		—		—		—		—		(407)		(517)
Effect of Reorganization and purchase of units in the Partnership	(1,611,739)		48,984,961	229,652,641	49		230		271,780		(27)		272,032		1,341,603		1,896
Issuance of common stock in IPO, net of underwriting discount and issuance costs	—		28,310,194	—	28		—		784,611		—		784,639		(25,426)		759,213
Purchase of Partnership Interests with IPO proceeds	—		—	—	—		—		—		—		—		(379,597)		(379,597)
Issuance of common stock from Underwriters' exercise of over-allotment option, net of underwriting discount and issuance costs	—		1,775,410	—	2		—		49,754		—		49,756		—		49,756
Equity reallocation between controlling and non-controlling interests prior to Reorganization and IPO	—		—	—	—		—		(654,129)		—		(654,129)		654,129		—
Acquisition of NewQuest	—		—	—	—		—		33,584		—		33,584		(33,584)		—
Deferred tax effect resulting from purchase of Class A Units, net of amounts payable under Tax Receivable Agreement	—		—	—	—		—		(13,232)		—		(13,232)		—		(13,232)
Liability-based performance allocation compensation	—		—	—	—		—		—		—		—		(3,525,767)		(3,525,767)
Net income (loss) subsequent to Reorganization and IPO	—		—	—	—		—		—		31,425		31,425		(142,704)		(111,279)
Shares issued for equity-based awards	—		169,493	—	0		—		1,088		—		1,088		(901)		187
Equity-based compensation subsequent to Reorganization and IPO	—		—	—	—		—		15,730		—		15,730		320,755		336,485
Capital contributions subsequent to Reorganization and IPO	—		—	—	—		—		—		—		—		3,723		3,723
Dividends/Distributions	—		—	—	—		—		—		(36,187)		(36,187)		(293,999)		(330,186)
Change in redemption value of redeemable non-controlling interest subsequent to Reorganization and IPO	—		—	—	—		—		107		—		107		5,613		5,720
Balance at June 30, 2022	$	—	79,240,058	229,652,641	$	79	$	230	$	489,293	$	(4,789)	$	484,813	$	2,579,225	$	3,064,038

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Inc.

Condensed Consolidated Statements of Changes in Equity (unaudited)

(dollars in thousands, except share data)


			Shares of TPG Inc.		TPG Inc.
	Partners' Capital		Class A Common Stock	Class B Common Stock	Class A Common Stock, at par value		Class B Common Stock, at par value		Additional Paid-In Capital		Retained Earnings (Deficit)		Total TPG Inc. Equity		Other Non-Controlling Interests		Total Partners' Capital/ Equity
Balance at December 31, 2020	$	2,460,868	—	—	$	—	$	—	$	—	$	—	$	—	$	2,259,834	$	4,720,702
Net income	1,405,099		—	—	—		—		—		—		—		1,759,198		3,164,297
Change in redemption value of redeemable non-controlling interest	36,173		—	—	—		—		—		—		—		62,019		98,192
Capital contributions	—		—	—	—		—		—		—		—		4,655		4,655
Capital distributions	(244,800)		—	—	—		—		—		—		—		(312,191)		(556,991)
Balance at June 30, 2021	$	3,657,340	—	—	$	—	$	—	$	—	$	—	$	—	$	3,773,515	$	7,430,855

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)


	Six Months Ended June 30,
	2022		2021
Operating activities:
Net (loss) income	$	(99,693)	$	3,301,756
Adjustments to reconcile net income to net cash provided by operating activities:
Equity-based compensation	331,051		—
Performance allocation compensation	225,112		—
Loss (gain) from investment activities	92,752		(114,205)
Capital allocation-based income	(439,468)		(2,980,589)
Other non-cash activities	30,990		10,295
Net gains from investment activities of consolidated TPG Funds and Public SPACs	(8,480)		(191,381)
Changes in operating assets and liabilities:
Purchases of investments	(43,473)		(60,399)
Proceeds from investments	1,014,541		546,088
Due from affiliates	(94,117)		(43,345)
Other assets	(26,854)		1,853
Accounts payable and accrued expenses	89,544		145,864
Due to affiliates	(26,357)		10,551
Accrued performance allocation compensation	(338,405)		—
Other liabilities	(11,423)		(14,165)
Changes related to consolidated TPG Funds and Public SPACs:
Purchases of investments	—		(135,569)
Proceeds from investments	—		143,738
Cash and cash equivalents	(2,060)		(1,815)
Assets held in Trust Accounts	(873)		(685,024)
Other assets	17,999		931
Other liabilities	(6,449)		462
Net cash provided by (used in) operating activities	704,337		(64,954)

Investing activities:
Repayments of notes receivable from affiliates	14,937		2,170
Advances on notes receivable from affiliates	(15,500)		(8,930)
Purchases of fixed assets	(2,145)		(136)
Net cash used in investing activities	(2,708)		(6,896)

Financing activities:
Proceeds from issuance of common stock in IPO, net of underwriting and issuance costs	770,865		—
Proceeds from issuance of common stock from underwriters' exercise of over-allotment option, net of underwriting and issuance costs	49,756		—
Purchase of partnership interests with IPO proceeds	(379,597)		—
Reorganization activities	2,124		—
Proceeds from subordinated credit facility	30,000		—
Repayments of subordinated credit facility	(30,000)		—
Contributions from holders of other non-controlling interests	3,723		4,115
Distributions to holders of other non-controlling interests prior to Reorganization and IPO	(318,942)		(300,169)
Dividends/Distributions	(269,180)		—
Distributions to partners prior to Reorganization and IPO	(355,282)		(258,982)

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents


TPG Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
	Six Months Ended June 30,
	2022		2021
Changes related to TPG Funds and Public SPACs:
Proceeds from SPAC IPOs	—		685,000
Payments of underwriting and offering costs	—		(13,700)
Contributions from holders of non-controlling interests	—		540
Distributions to holders of non-controlling interests	—		(5,848)
Net cash (used in) provided by financing activities	$	(496,533)	$	110,956

Net change in cash, cash equivalents and restricted cash	$	205,096	$	39,106
Cash, cash equivalents and restricted cash, beginning of period	985,864		871,355
Cash, cash equivalents and restricted cash, end of period	$	1,190,960	$	910,461

Supplemental disclosures of other cash flow information:
Cash paid for income taxes	$	32,850	$	6,658
Cash paid for interest	6,550		7,334
Supplemental disclosures of non-cash operating activities:
In-kind distributions of investments	—		29,335
Proceeds receivable on sale of investments	—		(2,482)
Investment in equity method investments	—		(2,538)
Supplemental disclosures of non-cash investing and financing activities:
Accrued deferred underwriting and offering costs	1,461		—
Deferred underwriting related to Public SPACs