0001880661-22-000031 | 10-Q | XBRL Viewer

$ 1,300

$ 13,000

Unrealized gains on derivative liabilities of Public SPACs

^[1]

1,333

$ 13,048

$ 3,235

$ 7,205

$ 11,715

$ 191,528

[1]

The Company’s consolidated total assets and liabilities as of September 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 Notes 2, 7 and 10 to the Condensed Consolidated Financial Statements.

Equity - Narrative (Details)				3 Months Ended	9 Months Ended
Equity - Narrative (Details)	Nov. 09, 2022 $ / shares	Aug. 09, 2022 $ / shares	May 10, 2022 $ / shares	Sep. 30, 2022 classOfStock $ / shares shares	Sep. 30, 2022 classOfStock $ / shares shares	Oct. 11, 2022 $ / shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Number of classes of common stock, outstanding \| classOfStock				2	2
Preferred stock, shares authorized \| shares				25,000,000	25,000,000		25,000,000
Preferred stock, par or stated value per share (in usd per share) \| $ / shares				$ 0.001	$ 0.001		$ 0.001
Preferred stock, shares outstanding \| shares				0	0		0
Dividends declared per share of Class A Common Stock (in usd per share) \| $ / shares				$ 0.39	$ 0.83
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized \| shares				2,340,000,000	2,340,000,000		2,340,000,000
Common stock, par or stated value per share (in usd per share) \| $ / shares				$ 0.001	$ 0.001		$ 0.001
Number of votes per share of common stock held					1
Common shares outstanding \| shares				79,240,058	79,240,058		0
Dividends declared per share of Class A Common Stock (in usd per share) \| $ / shares		$ 0.39	$ 0.44
Common Class A \| Subsequent Event
Class of Stock [Line Items]
Common stock, par or stated value per share (in usd per share) \| $ / shares						$ 0.0001
Dividends declared per share of Class A Common Stock (in usd per share) \| $ / shares	$ 0.26
Nonvoting Common Stock
Class of Stock [Line Items]
Common stock, shares authorized \| shares				100,000,000	100,000,000
Common Class B
Class of Stock [Line Items]
Common stock, shares authorized \| shares				750,000,000	750,000,000		750,000,000
Common stock, par or stated value per share (in usd per share) \| $ / shares				$ 0.001	$ 0.001		$ 0.001
Number of votes per share of common stock held					10
Common shares outstanding \| shares				229,652,641	229,652,641		0
Common Class A Voting
Class of Stock [Line Items]
Common stock, shares authorized \| shares				2,240,000,000	2,240,000,000
Common stock, par or stated value per share (in usd per share) \| $ / shares				$ 0.001	$ 0.001

Fair Value Measurement - Summary of Changes in Fair Value of Financial Liabilities (Details) - Derivative - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 605	$ 40,026	$ 1,386	$ 197,539
Unrealized (gains) losses, net	(605)	786	(1,386)	(156,727)
Transfers	0	(31,458)	0	(31,458)
Balance, end of period	$ 0	$ 9,354	$ 0	$ 9,354

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following table summarizes the Company’s and its subsidiaries’ debt obligations (in thousands):


					As of September 30, 2022				As of December 31, 2021
	Debt Origination Date	Maturity Date	Borrowing Capacity		Carrying Value		Interest Rate		Carrying Value		Interest Rate
Senior Unsecured Revolving Credit Facility (a)	March 2011	July 2027	$	700,000	$	—	4.14	%	$	—	1.85	%
Subordinated Credit Facility (b)	August 2014	August 2024	30,000		—		5.39	%	—		2.35	%
Senior Unsecured Term Loan (c)	December 2021	December 2024	200,000		199,216		4.14	%	199,494		1.10	%
Secured Borrowings - Tranche A (d)	May 2018	June 2038	200,000		196,124		5.33	%	195,938		5.33	%
Secured Borrowings - Tranche B (d)	October 2019	June 2038	50,000		49,058		4.75	%	49,012		4.75	%
Total debt obligations			$	1,180,000	$	444,398			$	444,444

_______________

(a)In March 2011, TPG Holdings, L.P. entered into a $400.0 million credit facility (the “Senior Unsecured Revolving Credit Facility”). Between 2018 and 2021, TPG Holdings, L.P. entered into the first, second, third and fourth amendments to the Senior Unsecured Revolving Credit Facility to, among other things, release the collateral package under the facility, reduce commitments to $300.0 million and to provide for successor borrowers. In July 2022, TPG Operating Group II, L.P., as borrower, entered into a fifth amendment and restatement of the Senior Unsecured Revolving Credit Facility (the “Amended Senior Unsecured Revolving Credit Facility”) to among other things, (i) extend the maturity date of the revolving credit facility from November 2025 to July 2027, (ii) increase the aggregate revolving commitments thereunder from $300.0 million to $700.0 million and (iii) replace LIBOR as the applicable reference rate with the Secured Overnight Financing Rate (“SOFR”) and otherwise conform the credit facility to accommodate SOFR as the reference rate. Dollar-denominated principal amounts outstanding under the Amended Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25% per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin not to exceed 1.25%. The Company is also required to pay a quarterly commitment fee on the unused commitments under the Amended Senior Unsecured Revolving Credit Facility not to exceed 0.15% per annum, as well as certain customary fees for any issued letters of credit. In August 2022, the Company entered into a first amendment to the Amended Senior Unsecured Revolving Credit Facility, which provides that if the Company is not publicly rated, the applicable margin for borrowings under the facility may be determined using the Company’s leverage ratio.

(b)A consolidated subsidiary of the Company entered into two $15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of the TPG Operating Group. In August 2022, the subsidiary extended the maturity date of the Subordinated Credit Facility

from August 2023 to August 2024 and replaced LIBOR as the applicable reference rate with SOFR, and otherwise conforms the agreements to accommodate SOFR as the reference rate.

(c)In July 2022, the Company entered into an amended and restated term loan agreement (the “Amended Senior Unsecured Term Loan Agreement”). The Amended Senior Unsecured Term Loan Agreement, among other things, replaces LIBOR as the applicable reference rate with SOFR, and otherwise conforms the term loan agreement to accommodate SOFR as the reference rate. Principal amounts outstanding under the Amended Senior Unsecured Term Loan Agreement accrue interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00% or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin of 1.00%.

(d)The Company’s secured borrowings are issued using on-balance sheet securitization vehicles, as further discussed in Note 7 to the Condensed Consolidated Financial Statements. The secured borrowings are repayable only from collections on the underlying securitized equity method investments and restricted cash. The secured borrowings contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and operating covenants, limitations on certain consolidations, mergers and sales of assets. At September 30, 2022, the Company is in compliance with these covenants and conditions.

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Equity Securities without Readily Determinable Fair Value [Line Items]

Investments - Summary of Supplemental Cash Flow Disclosures (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Sep. 30, 2021

$ 1,052,612

$ 1,783,221

(178,917)

$ (185,321)

Partners’ capital controlling interests

(1,300)

(13,000)

Redeemable equity

^[1]

(651,434)

(1,000,027)

1,606,593

TPG Funds And Public SPACs

$ 4,654,821

Equity Securities without Readily Determinable Fair Value [Line Items]

Assets held in Trust Accounts

300,824

286,849

492

Amounts due to shareholders

(2,000)

(300,000)

Accounts payable and accrued expenses

(50,898)

(7,189)

Partners’ capital controlling interests

(20,100)

Redeemable equity

(286,849)

29,309

$ 49,562

[1]

Condensed Consolidated Statements of Financial Condition (unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par or stated value per share (in usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Asset Pledged as Collateral
Proceeds receivable on sale of investments	$ 481,863	$ 492,276
Common Class A
Common stock, par or stated value per share (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	2,340,000,000	2,340,000,000
Common stock, shares issued	79,240,058	0
Common shares outstanding	79,240,058	0
Common Class B
Common stock, par or stated value per share (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	229,652,641	0
Common shares outstanding	229,652,641	0

Equity	9 Months Ended
Equity	Sep. 30, 2022
Equity [Abstract]
Equity	Equity The Company has two classes of common stock outstanding, Class A common stock and Class B common stock. Class A common stock is traded on the Nasdaq Global Select Market. The Company is authorized to issue 2,240,000,000 shares of Class A common stock with a par value of $0.001 per share, 100,000,000 shares of nonvoting Class A common stock, 750,000,000 shares of Class B common stock with a par value of $0.001 per share, and 25,000,000 shares of preferred stock, with a par value of $0.001 per share. Each share of the Company’s Class A common stock entitles its holder to one vote, and each share of our Class B common stock entitles its holder to ten votes. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval. The nonvoting Class A common stock have the same rights and privileges as, rank equally and share ratably with, and are identical in all respects as to all matters to, the Class A common stock, except that the nonvoting Class A common stock have no voting rights other than such rights as may be required by law. Holders of Class A common stock are entitled to receive dividends when and if declared by the board of directors. Holders of the Class B common stock are not entitled to dividends in respect of their shares of Class B common stock. As of September 30, 2022, 79,240,058 shares of Class A common stock were outstanding, 229,652,641 shares of Class B common stock were outstanding, and there were no shares of preferred stock outstanding. Dividends and distributions are reflected in the Condensed Consolidated Statements of Stockholders’ Equity when declared by the board of directors. Dividends are made to Class A common stockholders and distributions are made to holders of non-controlling interests in subsidiaries. On May 10, 2022, the Company’s board of directors declared and approved a cash dividend for the first quarter of 2022 of $0.44 per share of Class A common stock, which was paid on June 3, 2022 to holders of record of the Company’s Class A common stock as of May 20, 2022. On August 9, 2022, the Company’s board of directors declared and approved a cash dividend for the second quarter of 2022 of $0.39 per share of Class A common stock, which was paid on September 2, 2022 to holders of record of the Company’s Class A common stock as of August 19, 2022. On November 9, 2022, the Company’s board of directors declared and approved a a cash dividend for the third quarter of 2022 of $0.26 per share of Class A common stock of record at the close of business on November 21, 2022, payable on December 2, 2022.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Equity Securities without Readily Determinable Fair Value [Line Items]

Investments - Summary of Investments (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Equity method - fair value option

$ 20,753

$ 46,013

Equity investments

31,388

97,899

Total investments

^[1]

5,725,828

6,109,046

Variable Interest Entity, Primary Beneficiary

Equity Securities without Readily Determinable Fair Value [Line Items]

Equity method - performance allocations

481,863

492,276

Equity Securities without Readily Determinable Fair Value [Line Items]

Equity method - capital interests

5,049,963

5,366,694

Equity Securities without Readily Determinable Fair Value [Line Items]

Equity Securities without Readily Determinable Fair Value [Line Items]

611,691

590,662

Equity method - other

Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method

$ 12,033

$ 7,778

[1]

Net Income Per Class A Common Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net income per share of Class A common stock (in thousands, except share and per share data):


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Numerator:
Net income (loss)	$	53,206	$	(46,487)
Less:
Net loss attributable to redeemable equity in Public SPACs prior to IPO	—		(517)
Net income attributable to other non-controlling interests prior to Reorganization and IPO	—		966
Net income attributable to TPG Group Holdings prior to Reorganization and IPO	—		5,256
Net income (loss) subsequent to IPO	53,206		(52,192)
Less:
Net income attributable to redeemable equity in Public SPACs subsequent to IPO	7,322		13,203
Net loss attributable to non-controlling interests in TPG Operating Group subsequent to IPO	(6,898)		(140,679)
Net income attributable to other non-controlling interests subsequent to IPO	15,422		6,499
Net income attributable to Class A Common Stockholders prior to distributions	37,360		68,785
Reallocation of earnings to unvested participating restricted stock units	(2,143)		(3,575)
Net income attributable to Class A Common Stockholders - Basic	35,217		65,210
Net loss assuming exchange of non-controlling interest	(8,237)		(114,476)
Reallocation of income from participating securities assuming exchange of Common Units	604		—
Net income (loss) attributable to Class A Common Stockholders - Diluted	$	27,584	$	(49,266)
Denominator:
Weighted-Average Shares of Common Stock Outstanding - Basic	79,266,822		79,249,528
Exchange of Common Units to Class A Common Stock	229,652,641		229,652,641
Weighted-Average Shares of Common Stock Outstanding - Diluted	308,919,463		308,902,169
Net income (loss) available to Class A common stock per share
Basic	$	0.44	$	0.82
Diluted	$	0.09	$	(0.16)
Dividends declared per share of Class A Common Stock (a)	$	0.39	$	0.83

___________

(a)Dividends declared reflects the calendar date of the declaration for each distribution.

Related Party Transactions - Due from Affiliates and Due to Affiliates (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Due from affiliates
Due from affiliates	$ 178,917	$ 185,321
Due to affiliates
Due to affiliates	178,305	826,999
Portfolio companies
Due from affiliates
Due from affiliates	52,233	42,067
Due to affiliates
Due to affiliates	9,786	6,567
Partners and employees
Due from affiliates
Due from affiliates	2,042	2,760
Due to affiliates
Due to affiliates	59,797	125,429
Other related entities
Due from affiliates
Due from affiliates	52,083	47,183
Due to affiliates
Due to affiliates	49,785	658,954
Unconsolidated VIEs
Due from affiliates
Due from affiliates	72,559	93,311
Due to affiliates
Due to affiliates	$ 58,937	$ 36,049

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

Due from and Due to Affiliates

Due from affiliates and due to affiliates consist of the following (in thousands):


	September 30, 2022		December 31, 2021
Portfolio companies	$	52,233	$	42,067
Partners and employees	2,042		2,760
Other related entities	52,083		47,183
Unconsolidated VIEs	72,559		93,311
Due from affiliates	$	178,917	$	185,321

Portfolio companies	$	9,786	$	6,567
Partners and employees	59,797		125,429
Other related entities	49,785		658,954
Unconsolidated VIEs	58,937		36,049
Due to affiliates	$	178,305	$	826,999

Affiliate receivables and payables historically have been settled in the normal course of business without formal payment terms, generally do not require any form of collateral and do not bear interest.

Fund Investments

Certain of the Company’s investment professionals and other individuals have made discretionary investments of their own capital in the TPG Funds. These investments are generally not subject to management fees or performance allocations at the discretion of the general partner. Investments made by these individuals during the nine months ended September 30, 2022 and 2021 totaled $107.8 million and $151.0 million, respectively.

Fee Income from Affiliates

Substantially all revenues are generated from TPG Funds or Portfolio Companies. The Company disclosed revenues in Note 2.

Notes Receivable from Affiliates

From time to time, the Company makes loans to its employees and other affiliates. Certain of these loans are collateralized by underlying investment interests of the borrowers. The outstanding balance of these notes was $1.6 million and $1.0 million at September 30, 2022 and December 31, 2021, respectively.

These notes generally incur interest at floating rates, and such interest, which is included in interest, dividends and other in the Condensed Consolidated Financial Statements, totaled less than $0.1 million for the three and nine months ended September 30, 2022, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2021, respectively.

Aircraft Services

The Company terminated its leases of aircraft owned by entities controlled by certain partners of the Company in January 2022. The termination of the leases resulted in the derecognition of a right-of-use asset and a corresponding lease liability of $13.6 million. For the nine months ended September 30, 2022, the Company made no lease payments to entities controlled by certain partners of the Company. For the nine months ended September 30, 2021, such lease payments, which were paid to entities controlled by certain partners of the Company, totaled $3.7 million.

RemainCo Administrative Services Agreement

The TPG Operating Group has entered into an administrative services agreement with RemainCo whereby the TPG Operating Group provides RemainCo with certain administrative services, including maintaining RemainCo’s books and records, tax and financial reporting and similar support which began on January 1, 2022. In exchange for these services, RemainCo pays the TPG Operating Group an annual administration fee in the amount of 1% per annum of the net asset value of RemainCo’s assets, with such amount payable quarterly in advance. The fees earned by the Company for the three and nine months ended September 30, 2022 were $4.8 million and $15.2 million, respectively.

Other Related Party Transactions

The Company has entered into contracts to provide services or facilities for a fee with certain related parties. A portion of these fees are recognized within expense reimbursements and other in the amount of $5.9 million and $5.3 million for the three months ended September 30, 2022 and 2021, respectively, and $17.2 million and $15.7 million for the nine months ended September 30, 2022 and 2021, respectively. During the nine months ended September 30, 2022 and 2021, these related parties have made payments associated with these arrangements of $19.9 million and $20.3 million, respectively.

Investment in SPACs

The Company invests in and sponsors SPACs which are formed for the purposes of effecting a merger, asset acquisition, stock purchase, reorganization or other business combination. In the IPO of each of these SPACs, either common shares or units (which include one Class A ordinary share and, in some cases, a fraction of a redeemable public warrant which entitles the holder to purchase one share of Class A ordinary shares at a fixed exercise price) are sold to investors. Each SPAC provides its public shareholders the option to redeem their shares either (i) in connection with a shareholder meeting to approve the business combination or (ii) by means of a tender offer. Assets held in Trust Accounts relate to gross proceeds received from the IPO and can only be used for the initial business combination and any possible investor redemptions. If the SPAC is unable to complete a business combination within a specified time frame, typically within 24 months of the IPO close date, the SPACs will redeem all public shares. The ownership interest in each SPAC which is not owned by the Company is reflected as redeemable equity attributable to Public SPACs in the accompanying Condensed Consolidated Financial Statements.

The Company consolidates these SPACs during the period before the initial business combination, and therefore the Class F ordinary shares, Class G ordinary shares, private placement shares, private placement warrants and FPAs with consolidated related parties are eliminated in consolidation.

In August 2021, AFTR, a SPAC, completed an initial public offering. AFTR sold 25,000,000 units at a price of $10.00 per unit for a total IPO price of $250.0 million. Each unit consists of one Class A ordinary share of AFTR at $0.0001 par value and one-third of one warrant.

In April 2021, YTPG, a SPAC, completed an initial public offering. YTPG sold 40,000,000 shares at a price of $10.00 per share for a total IPO price of $400.0 million. Each share consists of one Class A ordinary share of YTPG at $0.0001 par value. Prior to the IPO, YTPG entered into FPAs for an aggregate purchase price of $175.0 million, of which the Company is responsible for $24.9 million as of September 30, 2022.

In October 2020, TPGY, a SPAC, completed an initial public offering. TPGY sold 35,000,000 units at a price of $10.00 per unit for a total IPO price of $350.0 million. Each unit consists of one Class A ordinary share of TPGY at $0.0001 par value and one-fifth of one warrant. Prior to the IPO, TPGY entered into FPAs for an aggregate purchase price of $100.0 million, of which the Company is responsible for $17.0 million as of September 30, 2022.

As of September 30, 2022, TPGY held cash in trust of $352.0 million, which includes the $350.0 million in funds deposited into the Trust Account at the time of the TPGY’s initial public offering and $2.0 million in interest and dividend income, which was available for distribution to the shareholders. On October 11, 2022, TPGY redeemed all of its Class A Shares at a per-share redemption price of approximately $10.06, because TPGY did not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. As of October 11, 2022, the Class A Shares were deemed cancelled and represented only the right to receive the Redemption Amount. There will be no redemption rights or liquidating distributions with respect to the TPGY’s warrants, which expired with no value. FPAs entered into by TPGY at the time of its IPO were terminated on October 11, 2022. After October 11, 2022, TPGY ceased all operations except for those required to wind up its business.

Accordingly, all redeemable equity attributable to TPGY was reclassified to current redeemable equity on the Company’s accompanying Condensed Consolidated Statements of Financial Condition as of September 30, 2022.

Organization	9 Months Ended
Organization	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization TPG Inc., along with its consolidated subsidiaries (collectively “TPG,” or the “Company”) is a leading global alternative asset manager on behalf of third-party investors under the “TPG” brand name whose predecessor was founded in 1992. TPG Inc. includes the consolidated accounts of management companies, general partners of pooled investment entities and Special Purpose Acquisition Companies (“Public SPACs” and/or “SPACs”), which are held in one of three holding companies (TPG Operating Group I, L.P., TPG Operating Group II, L.P. and TPG Operating Group III, L.P.) (collectively the “TPG Operating Group”). Reorganization and IPO The owners of TPG Group Holdings and the TPG Operating Group completed a series of actions on January 12, 2022 as part of a corporate reorganization (the “Reorganization”), in conjunction with an initial public offering (“IPO”) that was completed on January 18, 2022. TPG Partners, LLC was created on August 4, 2021 to effectuate the IPO and acquire Common Units of the TPG Operating Group on behalf of public investors. TPG Partners, LLC was designed as a holding company, and its only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships. The TPG Operating Group (and the entities through which its direct and indirect partners held their interests) was restructured and recapitalized. On December 31, 2021, the TPG Operating Group transferred certain assets to Tarrant Remain Co I, L.P., Tarrant Remain Co II, L.P., and Tarrant Remain Co III, L.P. (collectively “RemainCo”) and distributed the interests in RemainCo to the owners of the TPG Operating Group. Following the transfer of certain assets, the Company deconsolidated certain TPG Funds (“TPG Funds”) as of December 31, 2021 as the Company is no longer their primary beneficiary. On January 12, 2022, the following steps were completed: •TPG Group Holdings, the TPG Operating Group, and TPG Partners, LLC completed the remaining steps of the planned Reorganization. The TPG Operating Group created Common Units and issued them to the Company and the other non-controlling interest holders of the TPG Operating Group. Immediately following the Reorganization, the TPG Operating Group and its subsidiaries are controlled by the same parties and as such, the Reorganization is a transfer of interests under common control. Accordingly, the Company will carry forward the existing value of the members’ interests in the assets and liabilities in these Condensed Consolidated Financial Statements prior to the IPO into the financial statements following the IPO. •TPG Partners, LLC changed its name to TPG Inc. and converted to a corporation. •TPG Inc. offered 33,900,000 shares of Class A common stock at a price of $29.50 per share, including 5,589,806 shares sold by a non-controlling interest holder of the TPG Operating Group, in the IPO. Additionally, certain Pre-IPO Investors exchanged their interests in the TPG Operating Group for interests in TPG Inc. totaling 35,136,254 Class A voting and 8,258,901 Class A non-voting common stock. The IPO closed on January 18, 2022, and TPG Inc. received proceeds totaling $770.9 million, net of $41.8 million in underwriting discounts and commissions, as well as $22.5 million of issuance costs. Proceeds of $379.6 million were used to repurchase Common Units of the TPG Operating Group from certain existing non-controlling interest holders, acquire newly issued Common Units of the TPG Operating Group and the remaining net proceeds are available for general corporate purposes. As a result of the Reorganization and IPO, TPG Inc. only holds Common Units of the TPG Operating Group. On February 9, 2022, the Company and the selling stockholder sold an additional 1,775,410 and 1,614,590 Class A common stock, respectively, at the initial public offering price pursuant to the underwriters’ exercise of their option to purchase additional shares. TPG Inc. received additional net proceeds totaling approximately $49.8 million. The underwriters’ exercise of their option in addition to the IPO related transactions resulted in a total of 70,811,664 and 8,258,901 of Class A voting and Class A non-voting common stock outstanding, respectively. TPG Inc.’s ownership of the TPG Operating Group totaled approximately 26% on September 30, 2022.

Label	Element	Value
Effect Of Reorganization And Purchase Of Units In The Partnership, Value	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipValue	$ 1,896,000
Equity Reallocation Between Controlling And Non-Controlling Interests	tpg_EquityReallocationBetweenControllingAndNonControllingInterests	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	187,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	480,644,000
Noncontrolling Interest, Increase from Contributions to Noncontrolling Interest Holders	tpg_NoncontrollingInterestIncreaseFromContributionsToNoncontrollingInterestHolders	9,464,000
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation	13,232,000
Noncontrolling Interest, Change in Redemption Value	us-gaap_MinorityInterestChangeInRedemptionValue	(517,000)
Non-Controlling Interest, Decrease From Liability-Based Performance Allocation Compensation	tpg_NonControllingInterestDecreaseFromLiabilityBasedPerformanceAllocationCompensation	3,525,767,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	490,429,000
Net Income (Loss), Including Portion Attributable to Non-Redeemable Noncontrolling Interest	tpg_NetIncomeLossIncludingPortionAttributableToNonRedeemableNoncontrollingInterest	(65,395,000)
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock	us-gaap_AdjustmentsToAdditionalPaidInCapitalIncreaseInCarryingAmountOfRedeemablePreferredStock	(22,743,000)
Over-Allotment Option [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	49,756,000
IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	759,213,000
Partner Capital [Member]
Effect Of Reorganization And Purchase Of Units In The Partnership, Value	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipValue	(1,611,739,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	5,256,000
Noncontrolling Interest, Change in Redemption Value	us-gaap_MinorityInterestChangeInRedemptionValue	(110,000)
Parent [Member]
Effect Of Reorganization And Purchase Of Units In The Partnership, Value	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipValue	272,032,000
Equity Reallocation Between Controlling And Non-Controlling Interests	tpg_EquityReallocationBetweenControllingAndNonControllingInterests	654,129,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	1,088,000
Stock Issued During Period, Value, Acquisitions	us-gaap_StockIssuedDuringPeriodValueAcquisitions	33,584,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	23,891,000
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation	13,232,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	68,299,000
Net Income (Loss), Including Portion Attributable to Non-Redeemable Noncontrolling Interest	tpg_NetIncomeLossIncludingPortionAttributableToNonRedeemableNoncontrollingInterest	68,785,000
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock	us-gaap_AdjustmentsToAdditionalPaidInCapitalIncreaseInCarryingAmountOfRedeemablePreferredStock	(1,365,000)
Parent [Member] \| Over-Allotment Option [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	49,756,000
Parent [Member] \| IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	784,639,000
Additional Paid-in Capital [Member]
Effect Of Reorganization And Purchase Of Units In The Partnership, Value	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipValue	271,780,000
Equity Reallocation Between Controlling And Non-Controlling Interests	tpg_EquityReallocationBetweenControllingAndNonControllingInterests	654,129,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	1,088,000
Stock Issued During Period, Value, Acquisitions	us-gaap_StockIssuedDuringPeriodValueAcquisitions	33,584,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	23,891,000
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation	13,232,000
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock	us-gaap_AdjustmentsToAdditionalPaidInCapitalIncreaseInCarryingAmountOfRedeemablePreferredStock	(1,365,000)
Additional Paid-in Capital [Member] \| Over-Allotment Option [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	49,754,000
Additional Paid-in Capital [Member] \| IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	784,611,000
Retained Earnings [Member]
Effect Of Reorganization And Purchase Of Units In The Partnership, Value	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipValue	(27,000)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	68,299,000
Net Income (Loss), Including Portion Attributable to Non-Redeemable Noncontrolling Interest	tpg_NetIncomeLossIncludingPortionAttributableToNonRedeemableNoncontrollingInterest	68,785,000
Noncontrolling Interest [Member]
Effect Of Reorganization And Purchase Of Units In The Partnership, Value	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipValue	1,341,603,000
Equity Reallocation Between Controlling And Non-Controlling Interests	tpg_EquityReallocationBetweenControllingAndNonControllingInterests	(654,129,000)
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	(901,000)
Stock Issued During Period, Value, Acquisitions	us-gaap_StockIssuedDuringPeriodValueAcquisitions	(33,584,000)
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	456,753,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	966,000
Noncontrolling Interest, Increase from Contributions to Noncontrolling Interest Holders	tpg_NoncontrollingInterestIncreaseFromContributionsToNoncontrollingInterestHolders	9,464,000
Noncontrolling Interest, Change in Redemption Value	us-gaap_MinorityInterestChangeInRedemptionValue	(407,000)
Non-Controlling Interest, Decrease From Liability-Based Performance Allocation Compensation	tpg_NonControllingInterestDecreaseFromLiabilityBasedPerformanceAllocationCompensation	3,525,767,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	422,130,000
Net Income (Loss), Including Portion Attributable to Non-Redeemable Noncontrolling Interest	tpg_NetIncomeLossIncludingPortionAttributableToNonRedeemableNoncontrollingInterest	(134,180,000)
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests	us-gaap_MinorityInterestDecreaseFromRedemptions	379,597,000
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock	us-gaap_AdjustmentsToAdditionalPaidInCapitalIncreaseInCarryingAmountOfRedeemablePreferredStock	(21,378,000)
Noncontrolling Interest [Member] \| IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	(25,426,000)
Common Class B [Member] \| Common Stock [Member]
Effect Of Reorganization And Purchase Of Units In The Partnership, Value	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipValue	$ 230,000
Effect Of Reorganization And Purchase Of Units In The Partnership, Shares	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipShares	229,652,641
Common Class A [Member] \| Common Stock [Member]
Effect Of Reorganization And Purchase Of Units In The Partnership, Value	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipValue	$ 49,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	$ 0
Effect Of Reorganization And Purchase Of Units In The Partnership, Shares	tpg_EffectOfReorganizationAndPurchaseOfUnitsInThePartnershipShares	48,984,961
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation	169,493
Common Class A [Member] \| Common Stock [Member] \| Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	1,775,410
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 2,000
Common Class A [Member] \| Common Stock [Member] \| IPO [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	28,310,194
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 28,000

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes As a result of the Reorganization, the Company is treated as a corporation for U.S. federal and state income tax purposes. We are subject to U.S. federal and state income taxes, in addition to local and foreign income taxes, with respect to our allocable share of taxable income generated by the TPG Operating Group partnerships. Prior to the Reorganization, the Company was treated as a partnership for U.S. federal income tax purposes and therefore was not subject to U.S. federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the U.S. (federal, state and local) and foreign jurisdictions as a result of their entity classification for tax reporting purposes. As of September 30, 2022, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the amount of $98.3 million which primarily relate to excess income tax basis versus book basis differences in connection with the Company’s investment in the TPG Operating Group partnerships. The excess of income tax basis in the TPG Operating Group partnerships was primarily due to the Reorganization which resulted in a step-up in the tax basis of certain assets to the Company that will be recovered as those underlying assets are sold or the tax basis is amortized. A portion of the excess income tax basis in the TPG Operating Group partnerships will only reverse upon a sale of the Company’s interest in the TPG Operating Group partnerships which is not expected to occur in the foreseeable future. As a result, the Company has recognized a valuation allowance in the amount of $80.3 million against its net deferred tax assets of $98.3 million (resulting in net deferred tax assets after valuation allowance of $18.0 million) as of September 30, 2022, as it is more-likely-than not that this portion of our deferred tax assets is not realizable. The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized. Additionally, and concurrent with the Reorganization, the Company recorded a payable pursuant to the Tax Receivable Agreement within other liabilities in the Condensed Consolidated Statements of Financial Condition of $18.3 million. The Company’s effective tax rate was 0.8% and 0.2% for the three months ended September 30, 2022 and 2021, respectively, and (102.5)% and 0.2% for the nine months ended September 30, 2022 and 2021, respectively. The Company’s effective tax rate is dependent on many factors, including the estimated amount of income subject to tax. Consequently, the effective tax rate can vary from period to period. The Company’s overall effective tax rate in each of the periods described above deviates from the statutory rate primarily because (i) the Company was not subject to U.S. federal taxes prior to the Reorganization and (ii) a portion of income and losses are allocated to non-controlling interests, and the tax liability on such income or loss is borne by the holders of such non-controlling interests. In addition, during the three and nine months ended September 30, 2022, the Company recognized an income tax benefit in connection with certain changes in estimate of the income tax basis of the Company's investments in the TPG Operating Group partnerships at the time of the Reorganization. Applicable accounting standards provide that the Company estimate an annual effective tax rate and apply that rate to year-to-date income for each interim period. However, because the Company’s forecast of income before taxes is highly variable due to changes in market conditions, the actual effective income tax rate for the year-to-date period represents a better estimate of the consolidated annual effective income tax rate. Accordingly, for the three and nine months ended September 30, 2022, the actual consolidated effective income tax rate was used to determine the Company’s income tax provision. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted in the United States. The IRA, among other things, includes a 15% minimum tax on adjusted financial statement income of corporations with average annual adjusted financial statement income in excess of $1 billion over a three-year period, a 1% excise tax on stock repurchases and additional clean energy tax incentives. The IRA applies to tax years beginning after December 31, 2022. The Company will continue to evaluate its future impact as regulations are issued by the U.S. Department of the Treasury. During the three and nine months ended September 30, 2022, there were no material changes to the uncertain tax positions and the Company does not expect there to be any material changes to uncertain tax positions within the next twelve months. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state, local and foreign tax authorities. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s Condensed Consolidated Financial Statements.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (SAB TOPIC 6.I.5.Q1)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 740
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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Summary of Valuation of Financial Assets and Liabilities

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

The following tables summarize the valuation of the Company’s financial assets and liabilities and those non-financial assets and liabilities that fall within the fair value hierarchy (in thousands):


	September 30, 2022
	Level I		Level II		Level III		Total
Assets
Equity method investments - fair value option	$	20,753	$	—	$	—	$	20,753
Equity investments	31,388		—		—		31,388
Total assets	$	52,141	$	—	$	—	$	52,141

Liabilities
Liabilities of consolidated Public SPACs (a):
Public warrants	$	1,333	$	—	$	—	$	1,333
Total liabilities	$	1,333	$	—	$	—	$	1,333

_______________

(a)The fair value of the FPAs related to TPGY was at zero as of September 30, 2022


	December 31, 2021
	Level I		Level II		Level III		Total
Assets
Equity method investments - fair value option	$	46,013	$	—	$	—	$	46,013
Equity investments	97,899		—		—		97,899
Total assets	$	143,912	$	—	$	—	$	143,912

Liabilities
Liabilities of consolidated Public SPACs:
Public warrants	$	11,662	$	—	$	—	$	11,662
Forward purchase agreements	—		—		1,386		1,386
Total liabilities	$	11,662	$	—	$	1,386	$	13,048

Summary of Changes in Fair Value of Financial Instruments

The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level III inputs to determine fair value (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Equity security assets
Balance, beginning of period	$	—	$	7,944	$	—	$	12,324
Realized gains, net	—		804		—		3,869
Unrealized losses, net	—		(851)		—		(3,584)
Purchases	—		1		—		706
Proceeds	—		(2,177)		—		(7,594)
Balance, end of period	$	—	$	5,721	$	—	$	5,721

Derivative liabilities
Balance, beginning of period	$	605	$	40,026	$	1,386	$	197,539
Unrealized (gains) losses, net	(605)		786		(1,386)		(156,727)
Transfers(a)	—		(31,458)		—		(31,458)
Balance, end of period	$	—	$	9,354	$	—	$	9,354

_______________

(a)Transfers out of Level III derivative liabilities of $31.5 million for the three and nine months ended September 30, 2021 were due to the deconsolidation of PACE. See Note 4 to the Condensed Consolidated Financial Statements.

Summary of Changes in Fair Value of Financial Instruments

The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level III inputs to determine fair value (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Equity security assets
Balance, beginning of period	$	—	$	7,944	$	—	$	12,324
Realized gains, net	—		804		—		3,869
Unrealized losses, net	—		(851)		—		(3,584)
Purchases	—		1		—		706
Proceeds	—		(2,177)		—		(7,594)
Balance, end of period	$	—	$	5,721	$	—	$	5,721

Derivative liabilities
Balance, beginning of period	$	605	$	40,026	$	1,386	$	197,539
Unrealized (gains) losses, net	(605)		786		(1,386)		(156,727)
Transfers(a)	—		(31,458)		—		(31,458)
Balance, end of period	$	—	$	9,354	$	—	$	9,354

_______________

Summary of Significant Level 3 Inputs

The below table is not intended to be all-inclusive, but rather provides information on the significant Level III inputs as they relate to the Company’s fair value measurements (fair value measurements in thousands):

Fair Value December 31, 2021

Valuation
Technique(s)

Unobservable

Input(s) (a)

Range (Weighted

Average) (b)

Liabilities

Forward purchase agreements

1,386

Market comparables

Implied volatility

13.0%

1,386

_______________

(a)In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company-specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the investments.

(b)Inputs weighted based on fair value of investments in range.

Summary of Components of Lease Expense and Supplemental Consolidated Statement of Cash Flow Information

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Operating Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

The components of lease expense were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022			2021
Lease cost (a):
Operating lease cost	$	6,841	$	9,271	$	19,872		$	28,059
Short-term lease costs	127		(89)		401			149
Variable lease cost	1,946		393		4,722			3,535
Sublease income	(1,004)		(1,498)		(3,224)			(4,505)
Total lease cost	$	7,910	$	8,077	$	21,771		$	27,238
Weighted-average remaining lease term					7.1			7.6
Weighted-average discount rate					4.10		%	4.10		%

___________

(a)Office rent expense for the three and nine months ended September 30, 2022 was $6.3 million and $19.7 million, respectively. Office rent expense for the three and nine months ended September 30, 2021 was $7.9 million and $24.0 million, respectively.

Supplemental Condensed Consolidated Statements of Cash Flows information related to leases were as follows (in thousands):


	Nine Months Ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities	$	21,192	$	21,745
Non-cash right-of-use assets obtained in exchange for new operating lease liabilities	5,468		3,735
Non-cash right-of-use assets and lease liability termination	(13,939)		—

Summary of Undiscounted Cash Flows of Operating Leases on an Annual Basis

The following table shows the undiscounted cash flows on an annual basis for operating lease liabilities as of September 30, 2022 (in thousands):


Year Due	Lease Amount
Remainder of 2022	$	2,697
2023	19,055
2024	25,321
2025	27,861
2026	24,397
Thereafter	81,904
Total future undiscounted operating lease payments	181,235
Less: imputed interest	(29,106)
Present value of operating lease liabilities	$	152,129

Fair Value Measurement - Summary of Significant Level 3 Inputs (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities	$ 1,300	$ 13,000
Fair Value, Recurring \| Forward purchase agreements
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities		1,386
Level III \| Fair Value, Recurring \| Forward purchase agreements
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities		$ 1,386
Level III \| Fair Value, Recurring \| Weighted Average \| Forward purchase agreements \| Measurement Input, Price Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		0.130

Equity-Based Compensation - Summary of Outstanding Awards, Compensation Expense, and Remaining Unrecognized Compensation Expense (Details) - USD ($) shares in Millions		3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 12, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Expense for the three and nine months ended September 30, 2022		$ 143,149,000	$ 0		$ 474,200,000	$ 0
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)					1.8
Shares / Units Outstanding (in shares)		1.8		1.8	1.8
Compensation Expense for the three and nine months ended September 30, 2022		$ 4,400,000			$ 12,700,000
Unrecognized Compensation Expense as of September 30, 2022		$ 39,500,000		$ 39,500,000	$ 39,500,000
Total Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)					13.2
Shares / Units Outstanding (in shares)		12.5		12.5	12.5
Compensation Expense for the three and nine months ended September 30, 2022		$ 21,100,000			$ 62,400,000
Unrecognized Compensation Expense as of September 30, 2022		$ 297,200,000		$ 297,200,000	$ 297,200,000
IPO Service-Vesting Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)					10.2
Shares / Units Outstanding (in shares)		9.5		9.5	9.5
Compensation Expense for the three and nine months ended September 30, 2022		$ 16,800,000			$ 52,200,000
Unrecognized Compensation Expense as of September 30, 2022		$ 234,100,000		$ 234,100,000	$ 234,100,000
IPO Executive Service-Vesting Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)					1.1
Shares / Units Outstanding (in shares)		1.1		1.1	1.1
Compensation Expense for the three and nine months ended September 30, 2022		$ 1,600,000			$ 4,600,000
Unrecognized Compensation Expense as of September 30, 2022		$ 27,900,000		$ 27,900,000	$ 27,900,000
IPO Executive Performance Condition Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)					1.1
Shares / Units Outstanding (in shares)		1.1		1.1	1.1
Compensation Expense for the three and nine months ended September 30, 2022		$ 1,400,000			$ 3,800,000
Unrecognized Compensation Expense as of September 30, 2022		$ 14,400,000		$ 14,400,000	$ 14,400,000
Ordinary Service-Vesting Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)		0.5			0.7
Shares / Units Outstanding (in shares)		0.7		0.7	0.7
Compensation Expense for the three and nine months ended September 30, 2022		$ 1,100,000			$ 1,400,000
Unrecognized Compensation Expense as of September 30, 2022		$ 17,600,000		$ 17,600,000	$ 17,600,000
Ordinary Performance-Vesting Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)					0.1
Shares / Units Outstanding (in shares)		0.1		0.1	0.1
Compensation Expense for the three and nine months ended September 30, 2022		$ 200,000			$ 400,000
Unrecognized Compensation Expense as of September 30, 2022		$ 3,200,000		$ 3,200,000	$ 3,200,000
Total TPH and RPH Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)	67.2
Shares / Units Outstanding (in shares)		64.8		64.8	64.8
Compensation Expense for the three and nine months ended September 30, 2022		$ 112,300,000	0		$ 387,500,000	0
Unrecognized Compensation Expense as of September 30, 2022		$ 1,526,300,000		$ 1,526,300,000	$ 1,526,300,000
TPH Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)	66.6			33.1
Shares / Units Outstanding (in shares)		64.2		64.2	64.2		34.0
Compensation Expense for the three and nine months ended September 30, 2022		$ 91,200,000			$ 326,100,000
Unrecognized Compensation Expense as of September 30, 2022		$ 1,293,500,000		$ 1,293,500,000	$ 1,293,500,000
RPH Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)	0.6			0.0
Shares / Units Outstanding (in shares)		0.6		0.6	0.6		0.6
Compensation Expense for the three and nine months ended September 30, 2022		$ 21,100,000			$ 61,400,000
Unrecognized Compensation Expense as of September 30, 2022		$ 232,800,000		$ 232,800,000	$ 232,800,000
Total Other IPO-Related Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)					4.2
Shares / Units Outstanding (in shares)		4.2		4.2	4.2
Compensation Expense for the three and nine months ended September 30, 2022		$ 10,700,000	$ 0		$ 30,700,000	$ 0
Unrecognized Compensation Expense as of September 30, 2022		$ 86,700,000		$ 86,700,000	$ 86,700,000
TOG Common Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares / Units Granted (in shares)					2.4
Shares / Units Outstanding (in shares)		2.4		2.4	2.4
Compensation Expense for the three and nine months ended September 30, 2022		$ 6,300,000			$ 18,000,000.0
Unrecognized Compensation Expense as of September 30, 2022		$ 47,200,000		$ 47,200,000	$ 47,200,000

Variable Interest Entities - Narrative (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019	Dec. 31, 2018
Variable Interest Entity [Line Items]
Performance allocation increases	$ 10,000,000
Maximum annual performance allocation increase	$ 40,000,000
Annual Administration \| Affiliated Entity
Variable Interest Entity [Line Items]
Related party transaction, rate	1.00%
Tranche A \| Secured Debt
Variable Interest Entity [Line Items]
Aggregate principal balance							$ 200,000,000
Tranche B \| Secured Debt
Variable Interest Entity [Line Items]
Aggregate principal balance						$ 50,000,000
Variable Interest Entity, Not Primary Beneficiary \| Secured Debt
Variable Interest Entity [Line Items]
Long-term debt	$ 4,800,000				$ 5,100,000
Variable Interest Entity, Not Primary Beneficiary \| Forecast \| RemainCo
Variable Interest Entity [Line Items]
Amount otherwise available under the performance allocation program, threshold for increase in performance allocation		$ 130,000,000	$ 120,000,000	$ 110,000,000
Minimum \| Variable Interest Entity, Not Primary Beneficiary \| RemainCo
Variable Interest Entity [Line Items]
Base performance allocation percentage	10.00%
Maximum \| Variable Interest Entity, Not Primary Beneficiary \| RemainCo
Variable Interest Entity [Line Items]
Base performance allocation percentage	15.00%

Variable Interest Entities - Assets and Liabilities Related to VIE Securitization Transactions (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Sep. 30, 2021

$ 1,052,612

$ 1,783,221

13,172

^[1]

$ 13,135

^[1]

$ 13,136

178,917

185,321

Total assets

8,596,723

8,962,013

Accrued interest

225,263

134,351

Variable Interest Entity, Primary Beneficiary

178,305

826,999

Secured borrowings, net

^[1]

245,182

244,950

Total liabilities

4,828,687

1,700,572

19,642

24,719

Participation rights receivable

13,172

13,135

481,863

492,276

494

1,146

Total assets

515,171

531,276

Accrued interest

3,450

191

Investments, Debt and Equity Securities [Abstract]

427

22,470

Secured borrowings, net

245,182

244,950

Total liabilities

$ 249,059

$ 267,611

[1]

Operating Leases - Cash Flows Information Related to Leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 21,192	$ 21,745
Non-cash right-of-use assets and lease liability termination	5,468	3,735
Non-cash right-of-use assets and lease liability termination	$ (13,939)	$ 0

Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total fees and other	$ 333,496	$ 279,908	$ 896,456	$ 685,115
Performance allocations	223,311	218,218	635,784	3,057,464
Capital interests	4,317	13,138	31,312	154,481
Total capital allocation-based income	227,628	231,356	667,096	3,211,945
Total revenues	561,124	511,264	1,563,552	3,897,060
Management fees
Disaggregation of Revenue [Line Items]
Total fees and other	253,839	207,820	681,389	520,338
Fee Credits
Disaggregation of Revenue [Line Items]
Total fees and other	(1,192)	(4,581)	(11,083)	(13,442)
Monitoring fees
Disaggregation of Revenue [Line Items]
Total fees and other	3,826	3,990	11,370	13,661
Transaction fees
Disaggregation of Revenue [Line Items]
Total fees and other	11,776	35,000	54,285	66,139
Incentive fees
Disaggregation of Revenue [Line Items]
Total fees and other	350	0	5,183	0
Expense reimbursements and other
Disaggregation of Revenue [Line Items]
Total fees and other	$ 64,897	$ 37,679	$ 155,312	$ 98,419

Commitment and Contingencies - Narrative (Details)	1 Months Ended	9 Months Ended
Commitment and Contingencies - Narrative (Details)	Feb. 28, 2018 USD ($)	Sep. 30, 2022 USD ($) partner individual	Dec. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Maximum obligations guaranteed		$ 1,099,351,000	$ 715,000,000
Amount of debt on obligations related to the guarantees		324,800,000	341,300,000
Letters of credit outstanding		400,000	$ 700,000
Unfunded capital commitments		207,600,000
Unfunded investment commitments		381,300,000
Potential clawback, net of tax		58,300,000
Potential clawback obligation		1,847,400,000
Contractual obligations, clawback liability payments		$ 0
Number of partners \| partner		2
Number of individuals \| individual		2
TPG and Apax-Related Parties
Loss Contingencies [Line Items]
Litigation settlement, amount awarded from other party	$ 9,500,000
TPG
Loss Contingencies [Line Items]
Litigation settlement, amount awarded from other party	$ 3,400,000

Derivative Instruments - Net Gains Recognized on Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative [Line Items]
Net gains on derivative instruments	$ 3,235	$ 4,674	$ 11,715	$ 186,014
Variable Interest Entity, Primary Beneficiary
Derivative [Line Items]
Unrealized gains (losses) on derivatives	3,235	7,205	11,715	191,528
Net gains on derivative instruments	0	(2,531)	0	(5,514)
Variable Interest Entity, Not Primary Beneficiary
Derivative [Line Items]
Unrealized gains (losses) on derivatives	3,235	7,205	11,715	191,528
Return Swap \| Variable Interest Entity, Primary Beneficiary
Derivative [Line Items]
Realized gain (loss) on derivatives	0	(951)	0	(10,110)
Unrealized gains (losses) on derivatives	0	(2,111)	0	4,759
Foreign Exchange Contract \| Variable Interest Entity, Primary Beneficiary
Derivative [Line Items]
Realized gain (loss) on derivatives	0	21	0	(451)
Unrealized gains (losses) on derivatives	0	510	0	288
Public warrants \| Variable Interest Entity, Not Primary Beneficiary
Derivative [Line Items]
Unrealized gains (losses) on derivatives	2,630	7,991	10,329	39,801
Forward purchase agreements \| Variable Interest Entity, Not Primary Beneficiary
Derivative [Line Items]
Unrealized gains (losses) on derivatives	$ 605	$ (786)	$ 1,386	$ 151,727

Investments - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Investments - Narrative (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Sep. 20, 2021
Equity Securities without Readily Determinable Fair Value [Line Items]
Gain (loss) on deconsolidation		$ 122,700,000		$ 122,700,000
Class of warrants or earnout share contingency period						5 years
Equity investments	$ 31,388,000		$ 31,388,000		$ 97,899,000
Nerdy Inc
Equity Securities without Readily Determinable Fair Value [Line Items]
Number of securities called by each warrant or earnout shares (in shares)	1		1
Fair Value, Recurring
Equity Securities without Readily Determinable Fair Value [Line Items]
Equity method investments - fair value option	$ 20,753,000		$ 20,753,000		46,013,000
Equity investments	$ 31,388,000		$ 31,388,000		$ 97,899,000
Nerdy Inc
Equity Securities without Readily Determinable Fair Value [Line Items]
Equity method investment, ownership percentage	9.20%		9.20%		9.40%
Variable Interest Entity, Primary Beneficiary
Equity Securities without Readily Determinable Fair Value [Line Items]
Gain (loss) on investments	$ 0	$ 1,949,000	$ 0	$ 9,008,000
Earnout Warrants \| Nerdy Inc
Equity Securities without Readily Determinable Fair Value [Line Items]
Exercise price of warrants or earnout shares (in usd per share)	$ 11.50		$ 11.50
Common Class A
Equity Securities without Readily Determinable Fair Value [Line Items]
Common shares outstanding	79,240,058		79,240,058		0
Nerdy Inc \| Earnout Shares
Equity Securities without Readily Determinable Fair Value [Line Items]
Class of warrant or earnout shares, outstanding (in shares)	4,000,000		4,000,000
Nerdy Inc \| Earnout Warrants
Equity Securities without Readily Determinable Fair Value [Line Items]
Class of warrant or earnout shares, outstanding (in shares)	4,900,000		4,900,000
Nerdy Inc \| Common Class A
Equity Securities without Readily Determinable Fair Value [Line Items]
Common shares outstanding	7,700,000		7,700,000

Commitment and Contingencies - Guarantees (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Guarantor Obligations [Line Items]
Maximum obligations guaranteed	$ 1,099,351	$ 715,000
August 2023
Guarantor Obligations [Line Items]
Maximum obligations guaranteed	30,000
December 2024
Guarantor Obligations [Line Items]
Maximum obligations guaranteed	200,000
June 2026
Guarantor Obligations [Line Items]
Maximum obligations guaranteed	60,000
December 2026
Guarantor Obligations [Line Items]
Maximum obligations guaranteed	83,483
July 2027
Guarantor Obligations [Line Items]
Maximum obligations guaranteed	700,000
June 2030
Guarantor Obligations [Line Items]
Maximum obligations guaranteed	$ 25,868

Investments (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Equity Method Investments

Investments consist of the following (in thousands):


	September 30, 2022		December 31, 2021
Equity method - performance allocations	$	5,049,963	$	5,366,694
Equity method - capital interests (includes assets pledged of $481,863 and $492,276)	611,691		590,662
Equity method - fair value option	20,753		46,013
Equity method - other	12,033		7,778
Equity investments	31,388		97,899
Total investments	$	5,725,828	$	6,109,046

The following table summarizes net gains (losses) from investment activities (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net gains (losses) from investment activities
Net gains (losses) of equity method investments, fair value option (a)	$	1,680	$	105,982	$	(25,259)	$	105,982
Net (losses) gains of equity method investments - other (b)	(23)		122,116		924		235,422
Net gains (losses) gains from equity investments	250		(3,957)		(66,510)		(3,058)
Total net gains (losses) from investment activities	$	1,907	$	224,141	$	(90,845)	$	338,346

___________

(a)In September 2021, TPG Pace Tech Opportunities Corp. (“PACE”) completed a business combination which resulted in a gain on deconsolidation of PACE in an amount of $122.7 million in the three and nine months ended September 30, 2021.

(b)Includes pre-tax gain of $95.0 million in the three and nine months ended September 30, 2021 on remeasurement of the Company’s pre-existing equity investment in NewQuest at fair value prior to consolidation. See Note 3 to the Condensed Consolidated Financial Statements.

Summary of Equity Securities

Investments consist of the following (in thousands):


	September 30, 2022		December 31, 2021
Equity method - performance allocations	$	5,049,963	$	5,366,694
Equity method - capital interests (includes assets pledged of $481,863 and $492,276)	611,691		590,662
Equity method - fair value option	20,753		46,013
Equity method - other	12,033		7,778
Equity investments	31,388		97,899
Total investments	$	5,725,828	$	6,109,046

The following table summarizes net gains (losses) from investment activities (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net gains (losses) from investment activities
Net gains (losses) of equity method investments, fair value option (a)	$	1,680	$	105,982	$	(25,259)	$	105,982
Net (losses) gains of equity method investments - other (b)	(23)		122,116		924		235,422
Net gains (losses) gains from equity investments	250		(3,957)		(66,510)		(3,058)
Total net gains (losses) from investment activities	$	1,907	$	224,141	$	(90,845)	$	338,346

___________

Summary of Supplemental Cash Flow Disclosures

The following table presents the supplemental cash flow disclosures from activities related to deconsolidation of previously consolidated TPG Funds and Public SPACs (in thousands):


	Nine Months Ended September 30, 2021
Cash and cash equivalents	$	300,824
Investments held in Trust Accounts	286,849
Other assets	492
Due to affiliates	(2,000)
Amounts due to shareholders	(300,000)
Derivative liabilities of Public SPACs	(50,898)
Accounts payable and accrued expenses	(7,189)
Other liabilities	(20,100)
Redeemable equity	(286,849)
Controlling interests	29,309
Other non-controlling interests	49,562

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Related Party Transactions

Due from affiliates and due to affiliates consist of the following (in thousands):


	September 30, 2022		December 31, 2021
Portfolio companies	$	52,233	$	42,067
Partners and employees	2,042		2,760
Other related entities	52,083		47,183
Unconsolidated VIEs	72,559		93,311
Due from affiliates	$	178,917	$	185,321

Portfolio companies	$	9,786	$	6,567
Partners and employees	59,797		125,429
Other related entities	49,785		658,954
Unconsolidated VIEs	58,937		36,049
Due to affiliates	$	178,305	$	826,999

Subsequent Events (Details) - Subsequent Event	Nov. 04, 2022
Common Class A
Subsequent Event [Line Items]
Common stock, voting rights percentage	0.051
Free Float Class A shares
Subsequent Event [Line Items]
Common stock, voting rights percentage	0.051

Equity-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-based Payment Arrangement [Abstract]

Equity-Based Compensation

Equity-Based CompensationIn conjunction with the IPO, TPG employees, certain of the Company’s executives and certain non-employees received grants of equity-based awards in the form of restricted stock units which entitle the holder to one share of Class A common stock upon vesting. These grants were issued as part of the IPO to promote broad ownership of the firm among its employees and further align its interests with those of its shareholders. As a result of the Reorganization and the IPO, the Company’s current partners hold restricted indirect interests in Common Units through TPG Partner Holdings, L.P. (“TPG Partner Holdings”) and indirect economic interests through RemainCo. 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 the Company’s current and former partners. No changes were made to the terms of the unvested units. TPG Partner Holdings and RemainCo are presented as non-controlling interest holders within our Condensed Consolidated Financial Statements. The interests in TPG Partner Holdings (“TPH Units”) and indirectly in RemainCo (“RPH Units”) are generally subject to both service-based vesting, primarily over a four to seven-year period from the date of grant or, in certain cases, to performance conditions. Holders of these interests participate in distributions regardless of the vesting status. Additionally, as a result of the Reorganization, the IPO and the acquisition of the final 33.3% of NQ Manager discussed in Note 3 of the Condensed Consolidated Financial Statements, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group (“TOG Units”) and Class A common stock (collectively with “TOG Units,” the “Other IPO-Related Awards”) subject to both service and performance conditions, which are deemed probable of achieving.

The following table summarizes the granted and outstanding awards for the three and nine months ended September 30, 2022 (in millions, including share data):


	Shares / Units Granted for the nine months ended September 30, 2022	Shares / Units Outstanding as of September 30, 2022	Compensation Expense for the three months ended September 30, 2022		Compensation Expense for the nine months ended September 30, 2022		Unrecognized Compensation Expense as of September 30, 2022
Restricted Stock Units
IPO Service-Vesting Awards	10.2	9.5	$	16.8	$	52.2	$	234.1
IPO Executive Service-Vesting Awards	1.1	1.1	1.6		4.6		27.9
IPO Executive Performance Condition Awards	1.1	1.1	1.4		3.8		14.4

Ordinary Service-Vesting Awards	0.7	0.7	1.1		1.4		17.6
Ordinary Performance-Vesting Awards	0.1	0.1	0.2		0.4		3.2

Total Restricted Stock Units	13.2	12.5	$	21.1	$	62.4	$	297.2

Other IPO-Related Awards
Unvested TOG Common Units	2.4	2.4	$	6.3	$	18.0	$	47.2
Unvested Class A Common Stock	1.8	1.8	4.4		12.7		39.5
Total Other IPO-Related Awards	4.2	4.2	$	10.7	$	30.7	$	86.7

	Unvested Units at IPO	Unvested Units Outstanding as of September 30, 2022	Compensation Expense for the three months ended September 30, 2022		Compensation Expense for the nine months ended September 30, 2022		Unrecognized Compensation Expense as of September 30, 2022
TPH and RPH Units
TPH units	66.6	64.2	$	91.2	$	326.1	$	1,293.5
RPH units	0.6	0.6	21.1		61.4		232.8
Total TPH and RPH Units	67.2	64.8	$	112.3	$	387.5	$	1,526.3

Restricted Stock Units

Under the Company’s 2021 Omnibus Equity Incentive Plan (the “Omnibus Plan”), the Company is permitted to grant equity awards representing ownership interests in TPG Inc.’s Class A common stock. On January 13, 2022, the Omnibus Plan became effective and the Company authorized for issuance 30,694,780 shares of TPG Inc.’s Class A common stock.

For the three and nine months ended September 30, 2022, the Company recorded equity-based compensation expense of $21.1 million and $62.4 million, respectively.

IPO and Ordinary Service-Vesting Awards

Under the Omnibus Plan, the Company granted equity awards that are subject to service-based vesting, primarily over a four to six-year period from the date of grant (“Service-Vesting Awards”). Holders of the Service-Vesting Awards participate in dividends whether the awards are unvested or vested.

The Company awarded 10.2 million of restricted stock units to employees and certain non-employees of the Company in conjunction with the IPO. Additionally, for the three and nine months ended September 30, 2022, the Company issued 0.5 million and 0.7 million of ordinary Service-Vesting Awards, respectively. The related expense associated with awards granted to certain non-employees of the Company is recognized in general, administrative and other in our Condensed Consolidated Statements of Operations and totaled $0.6 million and $6.5 million for the three and nine months ended September 30, 2022, respectively. This excludes 2.2 million of restricted stock units granted to certain executives (“Executive Awards”) in conjunction with the IPO.

The fair value is based on the grant date fair value, which considers the public share price of the Company’s Class A common stock. The following table presents the rollforward of the Company’s unvested Service-Vesting Awards for the nine months ended September 30, 2022 (awards in millions):


	Service-Vesting Awards	Weighted-Average Grant Date Fair Value
Balance at December 31, 2021	—	$	—
Granted	10.9	29.51
Vested, settled	(0.2)	29.50
Forfeited	(0.5)	29.50
Balance at September 30, 2022	10.2	$	29.51

As of September 30, 2022, there was approximately $251.7 million of total estimated unrecognized compensation expense related to unvested Service-Vesting Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.7 years.

Ordinary Performance-Vesting Awards

Under the Omnibus Plan, the Company also granted 0.1 million of ordinary equity awards that are subject to both service and performance conditions (“Performance-Vesting Awards”). The weighted-average grant date fair value per share was $26.93 for these awards. For each of the three and nine months ended September 30, 2022, the Company recorded equity-based compensation expense of $0.2 million and $0.4 million, respectively. Further, as of September 30, 2022, there was approximately $3.2 million of total estimated unrecognized compensation expense related to unvested Performance-Vesting Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.4 years.

IPO Executive Awards

Under the Omnibus Plan, the Company also granted 2.2 million of Executive Awards in order to incentivize and retain key members of management and further their alignment with our shareholders in conjunction with the IPO. The Executive Awards includes awards of (i) 1.1 million restricted stock units subject to service-based vesting over a five-year service period beginning with the second anniversary of the grant date (“Executive Service-Vesting Awards”) and (ii) 1.1 million market and service based restricted stock units (“Executive Performance Condition Awards”). Each Executive Performance Condition Award is comprised of two parts: (i) a time-based component requiring a five-year service period (“Type I”) and (ii) a market price component with a target Class A common stock share price at either $44.25 within five years or $59.00 within eight years (“Type II”). Dividend equivalents are paid on vested and unvested Executive Service-Vesting Awards when the dividend occurs. Dividend equivalents accrue for vested and unvested Executive Performance Condition Awards and are paid only when both the applicable service and performance conditions are satisfied.

The fair value of the Executive Service-Vesting Awards, $32.5 million, is based on the grant date fair value, which considers the public share price of the Company’s Class A common stock. Compensation expense for those awards is recognized on a straight-line basis. The grant date fair value of the Executive Performance Condition Awards made during the nine month period ended September 30, 2022 was $18.2 million and was based on a Monte-Carlo simulation valuation model. Compensation expense for those awards is recognized using the accelerated attribution method on a tranche by tranche basis.

The following table presents the rollforwards of the Company’s unvested Executive Awards for the nine months ended September 30, 2022 (awards in millions):


	Executive Service-Vesting Awards	Grant Date Fair Value		Executive Performance Condition Awards	Weighted Average Grant Date Fair Value
Balance at December 31, 2021	—	$	—	—	$	—
Granted	1.1	29.50		1.1	16.58
Vested	—	—		—	—
Forfeited	—	—		—	—
Balance at September 30, 2022	1.1	$	29.50	1.1	$	16.58

Below is a summary of the grant date fair value based on the Monte-Carlo simulation valuation model.


Vesting Condition	Grant Date Fair Value
Type I	$	17.58
Type II	$	15.59


Significant Assumptions	Type I			Type II
TPG Class A common stock share price as of valuation date	$	29.50		$	29.50
Volatility	35.0		%	35.0		%
Dividend Yield	4.0		%	4.0		%
Risk-free rate	1.46		%	1.65		%
Cost of Equity	10.7		%	10.7		%

As of September 30, 2022, there was approximately $27.8 million of total estimated unrecognized compensation expense related to unvested Executive Service-Vesting Awards, which is expected to be recognized over the weighted average remaining requisite service period of 4.3 years. There was approximately $14.4 million of unrecognized compensation expense related to unvested Executive Performance Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.1 years.

TPH and RPH Awards

We account for the TPH Units and RPH Units as compensation expense in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). The unvested TPH and RPH Units are recognized as equity-based compensation subject to primarily service vesting conditions and in certain cases performance conditions, which are currently deemed probable of achieving. The Company recognized compensation expense of $112.3 million and $387.5 million for the three and nine months ended September 30, 2022, respectively. The Company did not recognize compensation expense for the three and nine months ended September 30, 2021. There is no additional dilution to our stockholders related to these interests. Contractually these units are only related to non-controlling interest holders of the TPG Operating Group, and there is no impact to the allocation of income and distributions to TPG Inc. Therefore, we have allocated these expense amounts to our non-controlling interest holders.

The following table presents the rollforwards of the Company’s unvested TPH Units and RPH Units for the period commencing on January 13, 2022 and ending on September 30, 2022 (units in millions):


	TPH Units			RPH Units
	Partnership Units	Grant Date Fair Value		Partnership Units	Grant Date Fair Value
Balance at January 13, 2022	34.0	$	23.60	0.6	$	457.10
Granted	33.1	25.10		—	—
Vested	(2.4)	25.08		—	—
Forfeited	(0.5)	24.78		—	—
Balance at September 30, 2022	64.2	$	24.31	0.6	$	457.10

As of September 30, 2022, there was approximately $1,526.3 million of total estimated unrecognized compensation expense related to unvested TPH and RPH Units.

Other IPO-Related Awards

In accordance with ASC 718 the Other IPO-Related Awards are also recognized as equity-based compensation. The expense for the three and nine months ended September 30, 2022 totaled $10.7 million and $30.7 million, respectively. The Company had no such expense for the three and nine months ended September 30, 2021. As TPG Operating Group holders would accrete pro-rata or benefit directly upon forfeiture of those awards, this compensation expense was allocated pro-rata to all controlling and non-controlling interest holders of TPG, Inc. The weighted average grant date fair value of the TOG Units was $27.29 and of Class A common stock was $29.50. Total unrecognized compensation expense related to outstanding unvested awards as of September 30, 2022 was $86.7 million, of which our TOG Units and Class A common stock represented $47.2 million and $39.5 million, respectively.

Fair Value Measurement

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement


	September 30, 2022
	Level I		Level II		Level III		Total
Assets
Equity method investments - fair value option	$	20,753	$	—	$	—	$	20,753
Equity investments	31,388		—		—		31,388
Total assets	$	52,141	$	—	$	—	$	52,141

Liabilities
Liabilities of consolidated Public SPACs (a):
Public warrants	$	1,333	$	—	$	—	$	1,333
Total liabilities	$	1,333	$	—	$	—	$	1,333

_______________

(a)The fair value of the FPAs related to TPGY was at zero as of September 30, 2022


	December 31, 2021
	Level I		Level II		Level III		Total
Assets
Equity method investments - fair value option	$	46,013	$	—	$	—	$	46,013
Equity investments	97,899		—		—		97,899
Total assets	$	143,912	$	—	$	—	$	143,912

Liabilities
Liabilities of consolidated Public SPACs:
Public warrants	$	11,662	$	—	$	—	$	11,662
Forward purchase agreements	—		—		1,386		1,386
Total liabilities	$	11,662	$	—	$	1,386	$	13,048

The valuation methodology used in the determination of the fair value of financial instruments for which Level III inputs were used at September 30, 2022 and December 31, 2021 included a combination of the market approach and income approach.

The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level III inputs to determine fair value (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Equity security assets
Balance, beginning of period	$	—	$	7,944	$	—	$	12,324
Realized gains, net	—		804		—		3,869
Unrealized losses, net	—		(851)		—		(3,584)
Purchases	—		1		—		706
Proceeds	—		(2,177)		—		(7,594)
Balance, end of period	$	—	$	5,721	$	—	$	5,721

Derivative liabilities
Balance, beginning of period	$	605	$	40,026	$	1,386	$	197,539
Unrealized (gains) losses, net	(605)		786		(1,386)		(156,727)
Transfers(a)	—		(31,458)		—		(31,458)
Balance, end of period	$	—	$	9,354	$	—	$	9,354

_______________

Total realized and unrealized gains and losses recorded for Level III investments are reported in net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs and unrealized gains (losses) on derivative liabilities of consolidated TPG Funds and Public SPACs in the Condensed Consolidated Statements of Operations.

Pursuant to the redemption of the Class A Shares of TPGY, as described in Note 10 to the Condensed Consolidated Financial Statements, the fair value of the FPAs related to TPGY was at zero as of September 30, 2022 which is due to Management’s assessment that the probability of a successful business combination is remote. The following tables provide qualitative information about investments categorized in Level III of the fair value hierarchy as of December 31, 2021. In addition to the techniques and inputs noted in the table below, in accordance with the valuation policy, other valuation techniques and methodologies are used when determining fair value measurements. The below table is not intended to be all-inclusive, but rather provides information on the significant Level III inputs as they relate to the Company’s fair value measurements (fair value measurements in thousands):

Fair Value December 31, 2021

Valuation
Technique(s)

Unobservable

Input(s) (a)

Range (Weighted

Average) (b)

Liabilities

Forward purchase agreements

1,386

Market comparables

Implied volatility

13.0%

1,386

_______________

(b)Inputs weighted based on fair value of investments in range.

Share-based Payment Arrangement [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The following table summarizes the granted and outstanding awards for the three and nine months ended September 30, 2022 (in millions, including share data):


	Shares / Units Granted for the nine months ended September 30, 2022	Shares / Units Outstanding as of September 30, 2022	Compensation Expense for the three months ended September 30, 2022		Compensation Expense for the nine months ended September 30, 2022		Unrecognized Compensation Expense as of September 30, 2022
Restricted Stock Units
IPO Service-Vesting Awards	10.2	9.5	$	16.8	$	52.2	$	234.1
IPO Executive Service-Vesting Awards	1.1	1.1	1.6		4.6		27.9
IPO Executive Performance Condition Awards	1.1	1.1	1.4		3.8		14.4

Ordinary Service-Vesting Awards	0.7	0.7	1.1		1.4		17.6
Ordinary Performance-Vesting Awards	0.1	0.1	0.2		0.4		3.2

Total Restricted Stock Units	13.2	12.5	$	21.1	$	62.4	$	297.2

Other IPO-Related Awards
Unvested TOG Common Units	2.4	2.4	$	6.3	$	18.0	$	47.2
Unvested Class A Common Stock	1.8	1.8	4.4		12.7		39.5
Total Other IPO-Related Awards	4.2	4.2	$	10.7	$	30.7	$	86.7

	Unvested Units at IPO	Unvested Units Outstanding as of September 30, 2022	Compensation Expense for the three months ended September 30, 2022		Compensation Expense for the nine months ended September 30, 2022		Unrecognized Compensation Expense as of September 30, 2022
TPH and RPH Units
TPH units	66.6	64.2	$	91.2	$	326.1	$	1,293.5
RPH units	0.6	0.6	21.1		61.4		232.8
Total TPH and RPH Units	67.2	64.8	$	112.3	$	387.5	$	1,526.3

The following table presents the rollforward of the Company’s unvested Service-Vesting Awards for the nine months ended September 30, 2022 (awards in millions):


	Service-Vesting Awards	Weighted-Average Grant Date Fair Value
Balance at December 31, 2021	—	$	—
Granted	10.9	29.51
Vested, settled	(0.2)	29.50
Forfeited	(0.5)	29.50
Balance at September 30, 2022	10.2	$	29.51

The following table presents the rollforwards of the Company’s unvested Executive Awards for the nine months ended September 30, 2022 (awards in millions):


	Executive Service-Vesting Awards	Grant Date Fair Value		Executive Performance Condition Awards	Weighted Average Grant Date Fair Value
Balance at December 31, 2021	—	$	—	—	$	—
Granted	1.1	29.50		1.1	16.58
Vested	—	—		—	—
Forfeited	—	—		—	—
Balance at September 30, 2022	1.1	$	29.50	1.1	$	16.58

Below is a summary of the grant date fair value based on the Monte-Carlo simulation valuation model.


Vesting Condition	Grant Date Fair Value
Type I	$	17.58
Type II	$	15.59


Significant Assumptions	Type I			Type II
TPG Class A common stock share price as of valuation date	$	29.50		$	29.50
Volatility	35.0		%	35.0		%
Dividend Yield	4.0		%	4.0		%
Risk-free rate	1.46		%	1.65		%
Cost of Equity	10.7		%	10.7		%

The following table presents the rollforwards of the Company’s unvested TPH Units and RPH Units for the period commencing on January 13, 2022 and ending on September 30, 2022 (units in millions):


	TPH Units			RPH Units
	Partnership Units	Grant Date Fair Value		Partnership Units	Grant Date Fair Value
Balance at January 13, 2022	34.0	$	23.60	0.6	$	457.10
Granted	33.1	25.10		—	—
Vested	(2.4)	25.08		—	—
Forfeited	(0.5)	24.78		—	—
Balance at September 30, 2022	64.2	$	24.31	0.6	$	457.10

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Disaggregation of Revenue

Revenues consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Management fees	$	253,839	$	207,820	$	681,389	$	520,338
Fee Credits	(1,192)		(4,581)		(11,083)		(13,442)
Monitoring fees	3,826		3,990		11,370		13,661
Transaction fees	11,776		35,000		54,285		66,139
Incentive fees	350		—		5,183		—
Expense reimbursements and other	64,897		37,679		155,312		98,419
Total fees and other	333,496		279,908		896,456		685,115

Performance allocations	223,311		218,218		635,784		3,057,464
Capital interests	4,317		13,138		31,312		154,481
Total capital allocation-based income	227,628		231,356		667,096		3,211,945

Total revenues	$	561,124	$	511,264	$	1,563,552	$	3,897,060

Derivative Instruments (Tables)

9 Months Ended

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives Not Designated as Hedging Instruments

The consolidated Public SPACs’ derivative instruments were as follows (in thousands):


	September 30, 2022		December 31, 2021
Derivatives not designated as hedging instruments under Subtopic 815-20:
Liability derivatives:
Public warrants	$	1,333	$	11,662
Forward purchase agreements	—		1,386
Derivative liabilities of Public SPACs	$	1,333	$	13,048

Schedule of Net Gains Recognized on Derivative Instruments

The following are net gains recognized on derivative instruments of consolidated TPG Funds and Public SPACs (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Realized losses, net on total return swaps	$	—	$	(951)	$	—	$	(10,110)
Realized gains (losses), net on foreign currency forwards	—		21		—		(451)
Unrealized (losses) gains, net on total return swaps	—		(2,111)		—		4,759
Unrealized gains, net on foreign currency forwards	—		510		—		288
Total net losses on derivative instruments from investment activities of consolidated TPG Funds	—		(2,531)		—		(5,514)
Unrealized gains, net on public warrants	2,630		7,991		10,329		39,801
Unrealized gains (losses), net on forward purchase agreements	605		(786)		1,386		151,727
Total unrealized gains on derivative instruments of Public SPACs	3,235		7,205		11,715		191,528
Net gains on derivative instruments	$	3,235	$	4,674	$	11,715	$	186,014

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Deferred tax asset before valuation allowance	$ 98.3		$ 98.3
Valuation allowance	80.3		80.3
Deferred tax assets, net of valuation allowance	18.0		18.0
Taxes payable	$ 18.3		$ 18.3
Effective income tax rate reconciliation, percent	0.80%	0.20%	(102.50%)	0.20%

Debt (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Disclosure [Abstract]
Interest expense, debt	$ 5,000	$ 3,500	$ 13,200	$ 10,700

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

The accompanying condensed consolidated financial statements (the “Condensed Consolidated Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s Condensed Consolidated Financial Statements. All dollar amounts are stated in thousands unless otherwise indicated. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021. All intercompany transactions and balances have been eliminated. Certain comparative amounts for the prior fiscal period have been reclassified to conform to the financial statement presentation as of and for the period ended September 30, 2022. These interim Condensed Consolidated Financial Statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited Condensed Consolidated Financial Statements. The operating results presented for interim periods are not necessarily indicative of the results expected for the full year ending December 31, 2022.

The Condensed Consolidated Financial Statements include the accounts of TPG Inc., TPG Operating Group (formerly known as “the Holdings Companies”) and their consolidated subsidiaries, TPG’s management companies, the general partners of TPG Funds and entities that meet the definition of a variable interest entity (“VIE”) for which the Company is considered the primary beneficiary.

The prior period financial statements present the consolidated accounts of TPG Group Holdings, which is considered the predecessor for accounting purposes. Following the completion of our IPO, TPG Inc. is the successor for accounting purposes.

Prior to the Reorganization and IPO, the Company’s predecessor consolidated certain TPG Funds and Public SPACs (herein referred to as “consolidated TPG Funds and Public SPACs”) pursuant to U.S. GAAP, as the Company’s predecessor was considered the primary beneficiary. Following the Reorganization and IPO, the Company no longer has a controlling financial interest in certain TPG Funds and continues to have a controlling financial interest in Public SPACs. Public SPACs are consolidated pursuant to U.S. GAAP. Consequently, the accompanying Condensed Consolidated Financial Statements include the assets, liabilities, revenues, expenses and cash flows of such certain consolidated Public SPACs. The ownership interest in certain TPG Funds held by entities or persons outside of TPG are reflected as other non-controlling interests in the accompanying Condensed Consolidated Financial Statements for fiscal years beginning prior to January 1, 2022. All of the management fees, performance allocations (as defined herein) and other amounts earned from the consolidated TPG Funds and Public SPACs are eliminated in consolidation. In addition, the equivalent expense amounts recorded by the consolidated TPG Funds and Public SPACs are also eliminated, with such reduction of expenses allocated to controlling interest holders. Accordingly, the consolidation of these entities has no net effect on net income attributable to TPG Inc., its predecessor, or net income attributable to other non-controlling interests. TPG Funds’ investments (the “Portfolio Companies”) are considered affiliates due to the nature of the Company’s ownership interests.

Use of Estimates

Use of EstimatesThe preparation of the Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues, expenses, and investment income during the reporting periods. Actual results could differ from those estimates and such differences could be material to the Condensed Consolidated Financial Statements.

Principles of Consolidation

The types of entities TPG assesses for consolidation include subsidiaries, management companies, broker-dealers, general partners of investment funds, investment funds, SPACs and other entities. Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.

TPG first considers whether an entity is considered a VIE and therefore whether to apply the consolidation guidance under the VIE model. Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities (“VOE”) under the voting interest model.

An entity is considered to be a VIE if any of the following conditions exist: (i) the equity investment at risk is not sufficient to finance the activities of the entity without additional subordinated financial support, (ii) as a group, the holders of the equity investment at risk lack the power to direct the activities that most significantly impact the entity’s economic performance or the obligation to absorb the expected losses or right to receive the expected residual returns, and (iii) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or right to receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights. For limited partnerships, partners lack power if neither (i) a simple majority or lower threshold (including a single limited partner) with equity at risk is able to exercise substantive kick-out rights through voting interests over the general partner, nor (ii) limited partners with equity at risk are able to exercise substantive participating rights over the general partners.

TPG consolidates all VIEs in which it is the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (i) whether an entity in which TPG holds a variable interest is a VIE and (ii) whether TPG’s involvement, through holding interest directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest. Performance of that analysis requires judgment. The analysis can generally be performed qualitatively; however, if it is not readily apparent that TPG is not the primary beneficiary, a quantitative analysis may also be performed. TPG factors in all economic interests including interests held through related parties, to determine if it holds a variable interest. Fees earned by TPG that are customary and commensurate with the level of effort required for the services provided, and where TPG does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered variable interests. TPG determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders that conclusion when facts and circumstances change.

Entities that are determined not to be VIEs are generally considered to be VOEs and are evaluated under the voting interest model. TPG consolidates VOEs that it controls through a majority voting interest or through other means.

The TPG Funds do not consolidate wholly-owned, majority-owned or controlled investments in Portfolio Companies, nor do the TPG Funds account for investments in Portfolio Companies over which they exert significant influence under the equity method of accounting. Rather, these investments are carried at fair value as described below in the section entitled Fair Value Measurement. As of December 31, 2021, the Company no longer consolidates such TPG Funds (see Note 1 to the Condensed Consolidated Financial Statements).

Investments

Investments consist of investments in private equity funds, real estate funds, hedge funds and credit funds, including our share of any performance allocations and equity method and other proprietary investments. Investments denominated in currencies other than the U.S. dollar are valued based on the spot rate of the respective currency at the end of the reporting period with changes related to exchange rate movements reflected in the Condensed Consolidated Statements of Operations.

Equity Method – Performance Allocations and Capital Interests

Investments in which the Company is deemed to have significant influence, but not control, are accounted for using the equity method of accounting except in cases where the fair value option has been elected. The Company as general partner has significant influence over the TPG Funds in which it invests but does not consolidate. The Company uses the equity method of accounting for these interests whereby it records both its proportionate and disproportionate allocation of the underlying profits or losses of these entities in revenues in the accompanying Condensed Consolidated Financial Statements. The carrying amounts of equity method investments are included in investments in the Condensed Consolidated Financial Statements. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value and its estimated fair value is recognized as an impairment when the loss is deemed other than temporary.

The TPG Funds are considered investment companies under Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”). The Company, along with the TPG Funds, applies the specialized accounting promulgated in ASC 946 and, as such, neither the Company nor the TPG Funds consolidate wholly-owned, majority-owned and/or controlled Portfolio Companies. The TPG Funds record all investments in the Portfolio Companies at fair value. Investments in publicly traded securities are generally valued at quoted market prices based upon the last sales price on the measurement date. Discounts are applied, where appropriate, to reflect restrictions on the marketability of the investment.

When observable prices are not available for investments, the general partners use the market and income approaches to determine fair value. The market approach consists of utilizing observable market data, such as current trading or acquisition multiples of comparable companies, and applying it to key financial metrics, such as earnings before interest, depreciation and taxes, of the Portfolio Company. The comparability of the identified set of comparable companies to the Portfolio Company, among other factors, is considered in the application of the market approach.

The general partners, depending on the type of investment or stage of the Portfolio Company’s lifecycle, may also utilize a discounted cash flow analysis, an income approach, in combination with the market approach in determining fair value of investments. The income approach involves discounting projected cash flows of the Portfolio Company at a rate commensurate with the level of risk associated with those cash flows. In accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”) market participant assumptions are used in the determination of the discount rate.

In applying valuation techniques used in the determination of fair value, the general partners assume a reasonable period of time for liquidation of the investment and take into consideration the financial condition and operating results of the underlying Portfolio Company, the nature of the investment, restrictions on marketability, market conditions, foreign currency exposures and other factors. In determining the fair value of investments, the general partners exercise significant judgment and use the best information available as of the measurement date. Due to the inherent uncertainty of valuations, the fair values reflected in the accompanying Condensed Consolidated Financial Statements may differ materially from values that would have been used had a readily available market existed for such investments and may differ materially from the values that may ultimately be realized.

The carrying value of investments classified as Equity Method — Performance Allocations and Capital Interests approximates fair value, because the underlying investments of the unconsolidated TPG Funds are reported at fair value.

Equity Method Investments – Other

The Company holds non-controlling, limited partnership interests in certain other partnerships in which it has significant influence over their operations. The Company uses the equity method of accounting for these interests whereby it records its proportionate share of the underlying income or losses of these entities in net gains (losses) from investment activities in the accompanying Condensed Consolidated Financial Statements. The carrying amounts of equity method investments are included in investments in the Condensed Consolidated Financial Statements. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value and its estimated fair value is recognized as an impairment when the loss is deemed other than temporary and recorded in net gains (losses) from investment activities within the Condensed Consolidated Financial Statements.

Equity Method – Fair Value Option

The Company elects the fair value option for certain investments that would otherwise be accounted for using the equity method of accounting. Such election is irrevocable and is applied on an investment-by-investment basis at initial recognition. The fair value of such investments is based on quoted prices in an active market. Changes in the fair value of these equity method investments are recognized in net gains (losses) from investment activities in the Condensed Consolidated Financial Statements.

Equity Investments

The Company holds non-controlling ownership interests in which it does not have significant influence over their operations. The Company records such investments at fair value when there is a readily determinable fair value. For certain nonpublic partnerships without readily determinable fair values, the Company has elected to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Impairment is evaluated when significant changes occur that may impact the investee in an adverse manner. Impairment, if any, is recognized in net gains (losses) from investment activities in the Condensed Consolidated Financial Statements.

Non-Controlling Interests

Non-Controlling InterestsNon-controlling interests consists of ownership interests held by third-party investors in certain entities that are consolidated, but not 100% owned. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the Condensed Consolidated Financial Statements. Allocation of income to non-controlling interest holders is based on the respective entities’ governing documents.

Revenues

Revenues consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Management fees	$	253,839	$	207,820	$	681,389	$	520,338
Fee Credits	(1,192)		(4,581)		(11,083)		(13,442)
Monitoring fees	3,826		3,990		11,370		13,661
Transaction fees	11,776		35,000		54,285		66,139
Incentive fees	350		—		5,183		—
Expense reimbursements and other	64,897		37,679		155,312		98,419
Total fees and other	333,496		279,908		896,456		685,115

Performance allocations	223,311		218,218		635,784		3,057,464
Capital interests	4,317		13,138		31,312		154,481
Total capital allocation-based income	227,628		231,356		667,096		3,211,945

Total revenues	$	561,124	$	511,264	$	1,563,552	$	3,897,060

Fees and Other

Fees and other are accounted for as contracts with customers under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The guidance for contracts with customers provides a five-step framework that requires the Company to (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when the Company satisfies its performance obligations. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

Revenue Streams

Customer

Performance Obligations satisfied over time or

point in time(a)

Variable or Fixed Consideration

Revenue Recognition

Classification of Uncollected Amounts (b)

Management Fees

TPG Funds, limited partners and other vehicles

Asset management services are satisfied over time (daily) because the customer receives and consumes the benefits of the advisory services daily

Consideration is variable since over time the management fee varies based on fluctuations in the basis of the calculation of the fee

Management fees are recognized each reporting period based on the value provided to the customer for that reporting period

Due from affiliates – unconsolidated VIEs

Monitoring Fees

Portfolio companies

In connection with the investment advisory services provided, the Company earns monitoring fees for providing oversight and advisory services to certain portfolio companies over time

Consideration is variable when based on fluctuations in the basis of the calculation of the fee

Consideration is fixed when based on a fixed agreed-upon amount

Monitoring fees are recognized each reporting period based on the value provided to the customer for that reporting period

Due from affiliates – portfolio companies

Transaction Fees

Portfolio companies, third-parties and other vehicles

The company provides advisory services, debt and equity arrangements, and underwriting and placement services for a fee at a point in time

Consideration is fixed and is based on a point in time

Transaction fees are recognized on or shortly after the transaction is completed

Due from affiliates – portfolio companies

Other assets - other

Incentive Fees

TPG Funds and other vehicles

Investment management services performed over a period of time that result in achievement of minimum investment return levels

Consideration is variable since incentive fees are contingent upon the TPG Fund or vehicles achieving more than the stipulated investment threshold return

Incentive fees are recognized at the end of the performance measurement period if the investment performance is achieved

Due from affiliates – unconsolidated VIEs

Expense

Reimbursements and other

TPG Funds, portfolio companies and third-parties

Expense reimbursements incurred at a point in time relate to providing investment, management and monitoring services. Other revenue is performed over time.

Expense reimbursements and other are fixed consideration

Expense reimbursements and other are recognized as the expenses are incurred or services are rendered

Due from affiliates – portfolio companies and unconsolidated VIEs

Other assets – other

_________________

(a)There were no significant judgments made in evaluating when a customer obtains control of the promised service for performance obligations satisfied at a point in time.

(b)See Note 10 to the Condensed Consolidated Financial Statements for amounts classified in due from affiliates.

Management Fees

The Company provides investment management services to the TPG Funds and other vehicles in exchange for a management fee. Management fees are determined quarterly based on an annual rate and are generally based upon a percentage of the capital committed or capital invested during the investment period. Thereafter, management fees are generally based on a percentage of actively invested capital or as otherwise defined in the respective management agreements. Since some of the factors that cause management fees to fluctuate are outside of the Company’s control, management fees are considered constrained and are not included in the transaction price until the uncertainty relating to the constraint is subsequently resolved. After the contract is established, management does not make any significant judgments in determining the transaction price.

Management fees earned from the TPG Funds generally range from 0.50% to 2.00% of committed capital during the commitment period and from 0.25% to 2.00% of actively invested capital after the commitment period or at an annual rate of fund gross assets, as defined in the respective partnership agreements of the TPG Funds. Management fees charged to consolidated TPG Funds and SPACs are eliminated in consolidation.

Monitoring Fees

The Company provides monitoring services to certain Portfolio Companies in exchange for a fee, which is recognized over time as services are rendered. Under the terms of the management agreements with certain TPG Funds, a portion of the monitoring fees received from Portfolio Companies may produce Fee Credits (as defined below) which reduce TPG Funds’ management fees due to the Company. After the monitoring contract is established, there are no significant judgments made in determining the transaction price.

Transaction Fees

The Company provides capital structuring and other advice to Portfolio Companies, third parties and other vehicles generally in connection with debt and equity arrangements, and underwriting and placement services for a fee at a point in time when the underlying advisory services rendered are complete. Transaction fees are separately negotiated for each transaction and are generally based on the underlying transaction value. After the contract is established, management makes no significant judgements when determining the transaction price.

Fee Credits

Under the terms of the management agreements with certain TPG Funds, the Company is required to reduce management fees payable by funds by an agreed upon percentage of certain fees, including monitoring and transaction fees earned from Portfolio Companies (“Fee Credits”). Investment funds receive the benefit of Fee Credits only with respect to monitoring and transaction fees that are allocable to the fund’s investment in the Portfolio Company and not, for example, any fees allocable to capital invested through co-investment vehicles. Fee Credits are calculated after deducting certain costs incurred in connection with reimbursements of specialized operational services associated with providing specialized operations and consulting services to the funds and Portfolio Companies. Fee Credits are recognized by investment funds concurrently with the recognition of monitoring fees and transaction fees. Since Fee Credits are payable to investment funds, amounts of Fee Credits are generally applied as a reduction of the management fee that is otherwise billed to the investment fund. Fee Credits are recorded as a reduction of revenues in the Condensed Consolidated Statement of Operations. Fee Credits payable to investment funds are recorded in due to affiliates in the Condensed Consolidated Financial Statements. See Note 10 to the Condensed Consolidated Financial Statements.

Incentive Fees

The Company provides investment management services to certain TPG funds and other vehicles in exchange for a management fee as discussed above and, in some cases, an incentive fee when the Company is not entitled to performance allocations, as further discussed below. Incentive fees are considered variable consideration as these fees are subject to reversal, and therefore the recognition of such fees is deferred until the end of the measurement period when the performance-based incentive fees become fixed and determinable. After the contract is established, there are no significant judgments made when determining the transaction price.

Expense Reimbursements and Other

In providing investment management and advisory services to TPG funds and monitoring services to the Portfolio Companies, TPG routinely contracts for services from third parties. In situations where the Company is viewed, for accounting purposes only, as having incurred these third-party costs on behalf of the TPG funds or Portfolio Companies, the cost of such services is presented net as a reduction of the Company’s revenues. In all other situations, the expenses and related reimbursements associated with these services are presented on a gross basis, which are classified as part of the Company’s expenses, and reimbursements of such costs are classified as expense reimbursements within revenues in the Condensed Consolidated Financial Statements. After the contract is established, there are no significant judgments made when determining the transaction price.

Capital Allocation-Based Income (Loss)

Capital allocation-based income (loss) is earned from the TPG Funds when the Company has a general partner’s capital interest and is entitled to a disproportionate allocation of investment income (referred to hereafter as “performance allocations”). The Company records capital allocation-based income (loss) under the equity method of accounting assuming the fund was liquidated as of each reporting date pursuant to each TPG Fund’s governing agreements. Accordingly, these general partner interests are accounted for outside of the scope of ASC 606.

Other arrangements surrounding contractual incentive fees through an advisory contract are separate and distinct and accounted for in accordance with ASC 606. In these incentive fee arrangements, the Company’s economics in the entity do not involve an allocation of capital. See discussion above regarding “Incentive Fees”.

Performance allocations are allocated to the general partner based on cumulative fund performance as of each reporting date, and after specified investment returns to the funds’ limited partners are achieved. At the end of each reporting period, the TPG Funds calculate and allocate the performance allocations that would then be due to the general partner for each TPG Fund, pursuant to the TPG Fund governing agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments (and the investment returns to the funds’ limited partners) varies between reporting periods, it is necessary to make adjustments to amounts recorded as performance allocations to reflect either (i) positive performance resulting in an increase in the performance allocations allocated to the general partner or (ii) negative performance that would cause the amount due to the general partner to be less than the amount previously recognized, resulting in a negative adjustment to performance allocations allocated to the general partner. In each case, performance allocations are calculated on a cumulative basis and cumulative results are compared to amounts previously recorded with a current period adjustment, positive or negative, recorded.

The Company ceases to record negative performance allocations once previously recognized performance allocations for a TPG Fund have been fully reversed, including realized performance allocations. The general partner is not obligated to make payments for guaranteed returns or hurdles of a fund and, therefore, cannot have negative performance allocations over the life of a fund. Accrued but unpaid performance allocations as of the reporting date are reflected in investments in the Company’s Condensed Consolidated Financial Statements. Performance allocations received by the general partners of the respective TPG Funds are subject to clawback to the extent the performance allocations received by the general partner exceed the amount the general partner is ultimately entitled to receive based on cumulative fund results. Generally, the actual clawback liability does not become due until eighteen months after the realized loss is incurred; however, individual fund terms vary. For disclosures at September 30, 2022 related to clawback, see Note 12 to the Condensed Consolidated Financial Statements. Revenue related to performance allocations for consolidated TPG Funds is eliminated in consolidation.

The Company earns management fees, incentive fees and capital allocation-based income (loss) from investment funds and other vehicles whose primary focus is making investments in specified geographical locations and earns transaction and monitoring fees from Portfolio Companies located in varying geographies.

Investment Income

Income from equity method investments

The carrying value of equity method investments in proprietary investments where the Company exerts significant influence is generally determined based on the amounts invested, adjusted for the equity in earnings or losses of the investee allocated based on the Company’s ownership percentage, less distributions and any impairment. The Company records its proportionate share of investee’s equity in earnings or losses based on the most recently available financial information, which in certain cases may lag the date of TPG’s financial statements by up to three calendar months. Income from equity method investments is recorded in net gains (losses) from investment activities on the Condensed Consolidated Statements of Operations.

Income from equity method investments for which the fair value option was elected

Income from equity method investments for which the fair value option was elected includes realized gains and losses from the sale of investments, and unrealized gains and losses from changes in the fair value during the period as a result of quoted prices in an active market. Discounts are applied, where appropriate, to reflect restrictions on the marketability of the investment. Income from equity method investments for which the fair value option was elected is recorded in net gains (losses) from investment activities on the Condensed Consolidated Statements of Operations.

Income from equity investments

Income from equity investments, which represent investments held through equity securities of an investee that the Company does not hold significant influence over, includes realized gains from the sale of investments and unrealized gains and losses result from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Income from equity investments is recorded in net gains (losses) from investment activities on the Condensed Consolidated Statements of Operations.

Net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs

Net gains (losses) from investment activities includes realized gains and losses from the sale of equity, securities sold and not yet purchased, debt and derivative instruments other than warrants and forward purchase agreements (“FPAs”), and unrealized gains and losses from changes in the fair value of such instruments. Realized gains and losses are recognized on the date the transaction is completed. These instruments are generally valued at quoted market prices based upon the last sales price on the measurement date. Discounts are applied, where appropriate, to reflect restrictions on the marketability of the investment. Net gains from investment activities of consolidated TPG Funds and Public SPACs are recorded in net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs on the Condensed Consolidated Statements of Operations.

Unrealized gains (losses) from derivative liabilities of Public SPACs

Unrealized gains (losses) from derivative liabilities of Public SPACs includes unrealized gains and losses from changes in fair value of warrants and FPAs.

Interest, dividends and other

Interest income is recognized as earned. Dividend income is recognized by the Company on the ex-dividend date, or in the absence of a formal declaration, on the date it is received.

Compensation and Benefits

Cash-based compensation and benefits includes (i) salaries and wages, (ii) benefits and (iii) discretionary cash bonuses. Bonuses are accrued over the service period to which they relate.

Compensation expense related to the issuance of equity-based awards is measured at fair value on the grant date. Compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis. Compensation expense for awards that do not require future service is recognized immediately. Compensation expense for awards that contain market and service conditions is based on grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized on a tranche by tranche basis using the accelerated attribution method. The requisite service period for those awards is the longer of the explicit service period and

the derived service period. The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense.Prior to the IPO, all performance allocation payments in the form of legal form equity made to the Company’s partners were paid pro rata based on ownership percentages in the underlying investment partnership and accounted for as distributions on the equity held by such partners during such period. For the period in 2022 prior to the IPO, there were no performance allocations earned, allocated or distributed. Performance allocation compensation expense and accrued performance allocation compensation is the portion of performance allocations that TPG allocates to certain of its employees and certain other advisors of the Company. Performance allocations due to our partners and professionals are accounted for as compensation expense in conjunction with the recognition of the related performance allocations and, until paid, are recognized as accrued performance allocation compensation. Accordingly, upon a reversal of performance allocations, the related compensation expense, if any, is also reversed.

Net Income (Loss) Per Share of Class A Common Stock

Basic income (loss) per share of Class A common stock is calculated by dividing net income (loss) attributable to TPG Inc. by the weighted-average shares of Class A common stock, unvested participating shares of Class A common stock outstanding for the period and vested deferred restricted shares of Class A common stock that have been earned for which issuance of the related shares of Class A common stock is deferred until future periods. Diluted income (loss) per share of Class A Common Stock reflects the impact of all dilutive securities. Unvested participating shares of common stock are excluded from the computation in periods of loss as they are not contractually obligated to share in losses.

The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented by the unvested restricted stock units. The Company applies the if-converted method to the TPG Operating Group partnership units to determine the dilutive impact, if any, of the exchange right included in the TPG Operating Group partnership units.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash on deposit with banks and other short-term investments with an initial maturity of 90 days or less. Restricted cash balances relate to cash balances reserved for the payment of interest on the Company’s secured borrowings.

Cash, and Cash Equivalents and Restricted Cash, Cash and Cash Equivalents Held by Consolidated Public SPACs

Cash, Cash Equivalents and Restricted Cash

Cash and Cash Equivalents Held by Consolidated Public SPACs

Cash and cash equivalents held by consolidated Public SPACs represent cash and cash equivalents that are held by consolidated Public SPACs and not available to fund the general liquidity needs of the Company.

Assets Held in Trust Accounts

Proceeds from equity issued by certain consolidated Public SPACs have been deposited into trust accounts (“Trust Accounts”) and may only be utilized for specific purposes. Therefore, such cash and investments are reported separately in assets held in Trust Accounts on the Condensed Consolidated Statements of Financial Condition.

As of September 30, 2022 and December 31, 2021, TPG Pace Beneficial II Corp. (“YTPG”) assets held in Trust Accounts were deposited into a non-interest-bearing U.S. based account.

As of September 30, 2022, AfterNext HealthTech Acquisition Corp. (“AFTR”) assets held in Trust Accounts were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. As of December 31, 2021, these assets were deposited into a non-interest-bearing U.S. based trust account.

As of September 30, 2022, TPG Pace Beneficial Finance Corp. (“TPGY”) assets held in Trust Accounts were deposited into a non-interest-bearing U.S. based account. As of December 31, 2021, TPGY assets held in Trust Accounts were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. On October 11, 2022, TPGY used these funds to redeem its outstanding Class A ordinary shares, par value $0.0001 (the “Class A Shares”). See Note 10 to the Condensed Consolidated Financial Statements.

Derivatives of Public SPACs

Derivative Liabilities of Public SPACs

Financial derivative assets and liabilities related to our consolidated Public SPACs’ investment activities consist of warrant liabilities and forward purchase agreements.

The Company recognizes these derivative instruments as assets or liabilities at fair value in the accompanying Condensed Consolidated Financial Statements. Changes in the fair value of derivative contracts entered into by the Company are included in current period earnings. These derivative contracts are not designated as hedging instruments for accounting purposes.

These derivatives are agreements in which a consolidated Public SPAC and a counterparty agree to exchange cash flows based on agreed-upon terms. As a result of the derivative transaction, the Company is exposed to the risk that counterparties will fail to fulfill their contractual obligations. To mitigate such counterparty risk, the applicable Public SPAC only enters into contracts with major financial institutions, all of which have investment grade ratings. Counterparty credit risk is evaluated in determining the fair value of the derivative instruments. In the normal course of business, the Company incurs commitments and is exposed to risks resulting from its investment and financing transactions, including derivative instruments. The value of a derivative instrument is based upon an underlying instrument. These instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, performance and operational risks. The Company manages these risks on an aggregate basis as part of its risk management policies and as such, does not distinguish derivative income or loss from any other category of instruments for financial statement presentation purposes. The leverage inherent in the Company’s derivative instruments increases the sensitivity of the Company’s earnings to market changes. Notional amounts often are used to express the volume of these transactions, but the amounts potentially subject to risk are much smaller. The Company routinely evaluates its contractual arrangements to determine whether embedded derivatives exist. Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, if a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative and if the combined instrument is not measured at fair value through profit or loss.

For derivative contracts where an enforceable master netting agreement is in place, the Company has elected to offset derivative assets and liabilities, as well as cash that may have been received or pledged, as part of collateral arrangements with the respective counterparty in the Condensed Consolidated Financial Statements. The master netting agreements provide the Company and the counterparty the right to liquidate collateral and the right to offset each other’s obligations in the event of default by either party.

Certain of the Company’s consolidated Public SPACs issued public warrants and FPAs in conjunction with their IPO. The Company accounts for warrants and FPAs of the consolidated Public SPAC’s ordinary shares that are not indexed to its own stock as liabilities at fair value on the balance sheet. These warrants and FPAs are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s Condensed Consolidated Statements of Operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and FPAs that do not meet all the criteria for equity classification, the warrants and FPAs are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants and FPAs are recognized as a non-cash gain or loss on the Condensed Consolidated Statements of Operations.

Fair Value Measurement

ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure the investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements).

Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.

The three levels of the fair value hierarchy under ASC 820 are as follows:

Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. The types of investment generally included in Level I are publicly listed equities, debt and securities sold, not yet purchased.

Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. The types of investments generally included in Level II are restricted securities listed in active markets, corporate bonds and loans.

Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. The types of investments generally included in Level III are privately held debt and equity securities.

In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.

In certain instances, an investment that is measured and reported at fair value may be transferred into or out of Level I, II, or III of the fair value hierarchy.

In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. When a security is valued based on dealer quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II or Level III investment. Some of the factors considered include the number and quality of quotes, the standard deviations of the observed quotes and the corroboration of the quotes to independent pricing services.

Level III investments may include common and preferred equity securities, corporate debt, and other privately issued securities. When observable prices are not available for these securities, one or more valuation techniques (e.g., the market approach and/or the income approach) for which sufficient and reliable data is available are used. Within Level III, the use of the market approach generally consists of using comparable market transactions or other data, while the use of the income approach generally utilizes the net present value of estimated future cash flows, adjusted, as appropriate, for liquidity, credit, market and other risk factors. Due to the inherent uncertainty of these valuations, the fair values reflected in the accompanying Condensed Consolidated Financial Statements may differ materially from values that would have been used had a readily available market for the investments existed and may differ materially from the values that may

ultimately be realized. The period of time over which the underlying assets of the investments will be liquidated is unknown.

Financial Instruments

Financial InstrumentsFinancial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Except for secured borrowings, the fair value of the Company’s assets and liabilities, including our Senior Unsecured Term Loan, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the Condensed Consolidated Statements of Financial Condition due to their short-term nature and in the case of our Senior Unsecured Term Loan due to its recent issuance in December 2021 and variable rate nature.

Due from Due to Affiliates

Due from and Due to Affiliates

The Company considers current and former limited partners of funds and employees, including their related entities, entities controlled by the Company’s Founders but not consolidated by the Company, Portfolio Companies of TPG Funds, and unconsolidated TPG Funds to be affiliates (“Affiliates”). Receivables from and payables to affiliates are recorded at their expected settlement amount in due from and due to affiliates in the Condensed Consolidated Financial Statements.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of acquired identifiable net tangible and intangible assets. Goodwill is not amortized. At least annually, management assesses whether goodwill is impaired. Management assesses whether an impairment exists by comparing the fair value of each of its reporting units to its carrying value, including goodwill.

Intangible assets

The Company’s intangible assets consist of the fair value of its interests in future promote of certain funds and the fair value of acquired investor relationships representing the fair value of management fees earned from existing investors in future funds. Finite-lived intangible assets are amortized over their estimated useful lives, which range from five to twelve years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.

Operating Leases

At contract inception, the Company determines if an arrangement contains a lease by evaluating whether (i) an identified asset has been deployed in a contract explicitly or implicitly and (ii) the Company obtains substantially all the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. Additionally, at contract inception the Company will evaluate whether the lease is an operating or finance lease. Right-of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. To the extent these payments are fixed or determinable, they are included as part of the lease payments used to measure the lease liability. The Company’s ROU assets are recognized as the initial measurement of the lease liabilities plus any initial direct costs and any prepaid lease payments less lease incentives received, if any. The lease terms may include options to extend or terminate the lease which are accounted for when it is reasonably certain that the Company will exercise that option. As the discount rate implicit to the lease is not readily determinable, incremental borrowing rates of the Company were used. The incremental borrowing rates are based on the information available including, but not limited to, collateral assumptions, the term of the lease, and the economic environment in which the lease is denominated at the commencement date.

The Company elected the package of practical expedients provided under the guidance. The practical expedient package applies to leases commenced prior to the adoption of the new standard and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs for any existing leases. The Company has elected to not separate the lease and non-lease components within the contract.

Therefore, all fixed payments associated with the lease are included in the ROU asset and the lease liability. These costs often relate to the fixed payments for a proportionate share of real estate taxes, common area maintenance and other operating costs in addition to a base rent. Any variable payments related to the lease are recorded as lease expense when and as incurred. The Company has elected this practical expedient for all lease classes. The Company did not elect the hindsight practical expedient. The Company has elected the short-term lease expedient. A short-term lease is a lease that, as of the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For such leases, the Company will not apply the recognition requirements of ASC Topic 842, Leases (“ASC 842”) and instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. Additionally, the Company elected the practical expedient which allows an entity to not reassess whether any existing land easements are or contain leases.

The Company’s leases primarily consist of operating leases for real estate, which have remaining terms of 1 to 11 years. Some of those leases include options to extend for additional terms ranging from 2 to 10 years. The Company’s other leases, including those for office equipment, vehicles, and aircrafts, are not significant. Additionally, the Company’s leases do not contain restrictions or covenants that restrict the Company from incurring other financial obligations. The Company also does not provide any residual value guarantees for the leases or have any significant leases that have yet to be commenced. From time to time, the Company enters into certain sublease agreements that have terms similar to the remaining terms of the master lease agreements between TPG and the landlord. Sublease income is recorded as an offset to general, administrative and other in the accompanying Condensed Consolidated Statements of Operations.

In response to the COVID-19 pandemic, the Financial Accounting Standards Board (“FASB”) provided relief under ASC 842. Under this relief, companies can make a policy election on how to treat lease concessions resulting directly from the COVID-19 pandemic, provided that the modified contracts result in total cash flows that are substantially the same or less than the cash flows in the original contract. The Company made the policy election to account for lease concessions that result from the COVID-19 pandemic as if they were made under enforceable rights in the original contract. Additionally, the Company made the policy election to account for these concessions outside of the lease modification framework described under ASC 842. The Company records accruals for deferred rental payments and recognizes rent abatements or concessions as variable lease costs in the periods incurred.

Operating lease expense is recognized on a straight-line basis over the lease term and is recorded within general, administrative and other in the accompanying Condensed Consolidated Statements of Operations (see Note 11 to the Condensed Consolidated Financial Statements).

Redeemable Equity from Consolidated Public SPACs

Redeemable equity from consolidated Public SPACs represents the shares issued by the Company’s consolidated Public SPACs that are redeemable for cash by the public shareholders in the event of an election to redeem by individual public shareholders at the time of the business combination. The Company accounts for redeemable equity in accordance with ASC Topic 480-10-S99, Distinguishing Liabilities from Equity (“ASC 480”), which states redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The redeemable non-controlling interests are initially recorded at their original issuance price and are subsequently allocated their proportionate share of the underlying gains or losses of the Public SPACs. The Company adjusts the redeemable equity to full redemption value on a quarterly basis.

If a Public SPAC is unable to complete a business combination within the time period required by its governing documents, this equity becomes redeemable and is reclassified out of redeemable equity and into Public SPAC current redeemable equity in accordance with ASC 480 as the Public SPAC prepares for dissolution.

Income Taxes

As a result of the Reorganization, the Company is treated as a corporation for U.S. federal and state income tax purposes. The Company is subject to U.S. federal and state income taxes, in addition to local and foreign income taxes, with respect to our allocable share of taxable income generated by the TPG Operating Group partnerships. Prior to the Reorganization and the IPO, the Company was treated as a partnership for U.S. federal income tax purposes and therefore was not subject to U.S. federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the U.S. (federal, state and local) and foreign jurisdictions as a result of their entity classification for tax

reporting purposes. The provision for income taxes in the historical Condensed Consolidated Statements of Operations consists of U.S. (federal, state and local) and foreign income taxes with respect to certain consolidated subsidiaries.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period in which the enactment date occurs.

Under ASC Topic 740, Income Taxes, a valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized. The realization of deferred tax assets is dependent on the amount of our future taxable income. When evaluating the realizability of deferred tax assets, all evidence (both positive and negative) is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies.

Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions including evaluating uncertainties. We review our tax positions quarterly and adjust our tax balances as new information becomes available.

Recent Accounting Pronouncements and Recently Adopted Accounting Guidance

Recent Accounting Pronouncements

In June 2022, the FASB issued Accounting Standard Update (“ASU”) 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”) which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered in the measurement of the fair value of equity securities that are subject to such restrictions. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of ASU 2022-03 to have a material impact to its Condensed Consolidated Financial Statements.

Recently Adopted Accounting Guidance

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions to U.S. GAAP requirements for modifications to debt agreements, leases, derivatives, and other contracts related to the expected market transition from the London Interbank Offered Rate (“LIBOR”), and certain other floating rate benchmark indices to alternative reference rates. ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination. In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01, Reference Rate Reform: Scope. This ASU provides optional guidance for a limited period of time to ease the burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. These optional expedients and exceptions are effective as of March 12, 2020 through December 31, 2022. Adoption is permitted at any time. The Company elected to apply the optional expedient for contract modifications this quarter in conjunction with the amendments to its credit facilities as further described in Note 8 to the Condensed Consolidated Financial Statements.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU’s amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company’s adoption of ASU 2020-06 on January 1, 2022 did not have a material impact to its Condensed Consolidated Financial Statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The amendments in this ASU affect all entities that issue freestanding written call options that are classified in equity, particularly when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. This ASU is applied prospectively to modifications or exchanges occurring on or after the effective date of the ASU. The Company has no written call options classified in equity and as a result, the adoption of ASU 2021-04 did not have any impact to its Condensed Consolidated Financial Statements.

Equity-Based Compensation - Narrative (Details)			1 Months Ended	3 Months Ended		9 Months Ended
Equity-Based Compensation - Narrative (Details)	Feb. 09, 2022	Jan. 12, 2022 shares	Jan. 31, 2022	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Jan. 13, 2022 shares	Dec. 31, 2021 $ / shares	Jul. 01, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance (in shares) \| shares								30,694,780
Equity-based compensation				$ 143,149,000	$ 0	$ 474,200,000	$ 0
NewQuest Holdings (Cayman) Limited
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award service period			3 years
Award vesting period			3 years
Business acquisition, percentage of voting interests acquired			33.30%							33.30%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	4 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	7 years
Restricted Stock Units And Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award conversion ratio	1
Total TPH and RPH Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation				112,300,000	0	387,500,000	0
Awards granted in the period (in shares) \| shares		67,200,000
Total TPH and RPH Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award service period	4 years
Total TPH and RPH Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award service period	7 years
Total Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation				21,100,000		$ 62,400,000
Awards granted in the period (in shares) \| shares						13,200,000
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted in the period (in shares) \| shares						10,200,000
Unrecognized compensation expense				251,700,000		$ 251,700,000
Weighted average remaining requisite service period						3 years 8 months 12 days
Restricted Stock Units \| General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation				600,000		$ 6,500,000
Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award service period						4 years
Award vesting period						4 years
Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award service period						6 years
Award vesting period						6 years
Ordinary Service-Vesting Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation				$ 1,100,000		$ 1,400,000
Awards granted in the period (in shares) \| shares				500,000		700,000
Executive Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted in the period (in shares) \| shares						2,200,000
IPO Executive Service-Vesting Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award service period						5 years
Award vesting period						5 years
Awards granted in the period (in shares) \| shares						1,100,000
Weighted average grant date fair value						$ 32,500,000
Unrecognized compensation expense				$ 27,800,000		$ 27,800,000
Weighted average remaining requisite service period						4 years 3 months 18 days
Weighted average grant date fair value (in usd per share) \| $ / shares				$ 29.50		$ 29.50			$ 0
IPO Executive Performance Condition Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted in the period (in shares) \| shares						1,100,000
Weighted average grant date fair value						$ 18,200,000
Unrecognized compensation expense				$ 14,400,000		$ 14,400,000
Weighted average remaining requisite service period						3 years 1 month 6 days
Weighted average grant date fair value (in usd per share) \| $ / shares				$ 16.58		$ 16.58			$ 0
Executive Market Condition Awards, Type I
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award service period						5 years
Executive Market Condition Awards, Type II
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target common stock share price within five years \| $ / shares						$ 44.25
Target common stock share price within eight years \| $ / shares						$ 59.00
Other Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation				$ 10,700,000	$ 0	$ 30,700,000	$ 0
Awards granted in the period (in shares) \| shares						4,200,000
TOG Common Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation				$ 6,300,000		$ 18,000,000.0
Awards granted in the period (in shares) \| shares						2,400,000
Weighted average grant date fair value (in usd per share) \| $ / shares				$ 27.29		$ 27.29
Performance-Vesting Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period						3 years 4 months 24 days
Awards granted in the period (in shares) \| shares						100,000
Unrecognized compensation expense				$ 3,200,000		$ 3,200,000
Weighted average grant date fair value (in usd per share) \| $ / shares				$ 26.93		$ 26.93
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation				$ 4,400,000		$ 12,700,000
Awards granted in the period (in shares) \| shares						1,800,000
Weighted average grant date fair value (in usd per share) \| $ / shares				$ 29.50		$ 29.50

Net Income Per Class A Common Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Income Per Class A Common Share

Basic and diluted net income per share of Class A common stock is presented from January 13, 2022 through September 30, 2022, the period following the Reorganization and IPO. There were no shares of Class A common stock outstanding prior to January 13, 2022, therefore no income per share information has been presented for any period prior to that date.

The Company calculates its basic and diluted income (loss) per share using the two-class method for all periods presented, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. The two-class method is an allocation formula that determines income per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all income (distributed and undistributed) is allocated to common shares and participating securities based on their respective rights to receive dividends.

In computing the dilutive effect that the exchange of TPG Operating Group partnership units would have on net income available to Class A common stock per share, TPG considered that net income available to holders of shares of Class A common stock would increase due to the elimination of non-controlling interests in the TPG Operating Group, inclusive of any tax impact. The hypothetical conversion may be dilutive to the extent there is activity at the TPG Inc. level

that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Numerator:
Net income (loss)	$	53,206	$	(46,487)
Less:
Net loss attributable to redeemable equity in Public SPACs prior to IPO	—		(517)
Net income attributable to other non-controlling interests prior to Reorganization and IPO	—		966
Net income attributable to TPG Group Holdings prior to Reorganization and IPO	—		5,256
Net income (loss) subsequent to IPO	53,206		(52,192)
Less:
Net income attributable to redeemable equity in Public SPACs subsequent to IPO	7,322		13,203
Net loss attributable to non-controlling interests in TPG Operating Group subsequent to IPO	(6,898)		(140,679)
Net income attributable to other non-controlling interests subsequent to IPO	15,422		6,499
Net income attributable to Class A Common Stockholders prior to distributions	37,360		68,785
Reallocation of earnings to unvested participating restricted stock units	(2,143)		(3,575)
Net income attributable to Class A Common Stockholders - Basic	35,217		65,210
Net loss assuming exchange of non-controlling interest	(8,237)		(114,476)
Reallocation of income from participating securities assuming exchange of Common Units	604		—
Net income (loss) attributable to Class A Common Stockholders - Diluted	$	27,584	$	(49,266)
Denominator:
Weighted-Average Shares of Common Stock Outstanding - Basic	79,266,822		79,249,528
Exchange of Common Units to Class A Common Stock	229,652,641		229,652,641
Weighted-Average Shares of Common Stock Outstanding - Diluted	308,919,463		308,902,169
Net income (loss) available to Class A common stock per share
Basic	$	0.44	$	0.82
Diluted	$	0.09	$	(0.16)
Dividends declared per share of Class A Common Stock (a)	$	0.39	$	0.83

___________

(a)Dividends declared reflects the calendar date of the declaration for each distribution.

Variable Interest Entities - Assets and Liabilities Recognized (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Investments (includes assets pledged of $481,863 and $492,276)

^[1]

$ 5,725,828

$ 6,109,046

Potential clawback obligation

178,917

185,321

1,847,400

178,305

826,999

Investments (includes assets pledged of $481,863 and $492,276)

5,661,654

5,957,356

Potential clawback obligation

72,559

93,311

VIE-related assets

5,734,213

6,050,667

1,847,417

1,500,875

Variable Interest Entity, Primary Beneficiary

58,937

36,049

Maximum exposure to loss

7,640,567

7,587,591

494

1,146

427

22,470

$ 481,863

$ 492,276

[1]

Condensed Consolidated Statements of Financial Condition (unaudited) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Assets

$ 1,052,612

^[1]

13,172

$ 13,135

Investments (includes assets pledged of $481,863 and $492,276 as of September 30, 2022 and December 31, 2021, respectively

178,917

185,321

^[1]

5,725,828

6,109,046

Total assets

8,596,723

8,962,013

Liabilities

Accounts payable and accrued expenses

225,263

134,351

Senior unsecured term loan

178,305

826,999

Secured borrowings, net

^[1]

245,182

244,950

199,216

199,494

Accrued performance allocation compensation

3,369,182

Commitments and contingencies (Note 12)

1,300

13,000

Total liabilities

4,828,687

1,700,572

Redeemable equity attributable to consolidated Public SPACs

^[1]

651,434

1,000,027

Equity

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

Additional paid-in-capital

498,712

Retained earnings

459

Partners’ capital controlling interests

2,617,122

Total equity

3,116,602

Equity

1,606,593

Total liabilities, redeemable equity and equity

4,654,821

Total equity

6,261,414

8,596,723

8,962,013

Consolidated Entity, Excluding VIE

Assets

1,052,612

972,729

615,736

657,317

Liabilities

234,818

238,246

Assets

^[1]

6,282

5,371

Investments (includes assets pledged of $481,863 and $492,276 as of September 30, 2022 and December 31, 2021, respectively

72,559

93,311

5,661,654

5,957,356

Assets held in Trust Accounts

^[1]

727

19,067

^[1]

1,003,449

1,000,027

Liabilities

58,937

36,049

Current redeemable equity

^[1]

623

8,484

352,015

Common stock, value, issued

^[1]

1,333

13,048

Deferred underwriting

^[1]

22,750

$ 35,000

Common Class A

Equity

Common Class B

Equity

Common stock, value, issued

$ 230

[1]

Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

The following table summarizes the Company’s and its subsidiaries’ debt obligations (in thousands):


					As of September 30, 2022				As of December 31, 2021
	Debt Origination Date	Maturity Date	Borrowing Capacity		Carrying Value		Interest Rate		Carrying Value		Interest Rate
Senior Unsecured Revolving Credit Facility (a)	March 2011	July 2027	$	700,000	$	—	4.14	%	$	—	1.85	%
Subordinated Credit Facility (b)	August 2014	August 2024	30,000		—		5.39	%	—		2.35	%
Senior Unsecured Term Loan (c)	December 2021	December 2024	200,000		199,216		4.14	%	199,494		1.10	%
Secured Borrowings - Tranche A (d)	May 2018	June 2038	200,000		196,124		5.33	%	195,938		5.33	%
Secured Borrowings - Tranche B (d)	October 2019	June 2038	50,000		49,058		4.75	%	49,012		4.75	%
Total debt obligations			$	1,180,000	$	444,398			$	444,444

_______________

from August 2023 to August 2024 and replaced LIBOR as the applicable reference rate with SOFR, and otherwise conforms the agreements to accommodate SOFR as the reference rate.

During the three and nine months ended September 30, 2022, the Company incurred interest expense of $5.0 million and $13.2 million, respectively, on its debt obligations. During the three and nine months ended September 30, 2021, the Company incurred interest expense of $3.5 million and $10.7 million, respectively, on its debt obligations.

At September 30, 2022 and December 31, 2021, the estimated fair value of the secured borrowings based on current market rates and credit spreads for debt with similar maturities was $232.7 million and $271.6 million, respectively, and the carrying value, excluding unamortized issuance costs, was $250.0 million at September 30, 2022 and December 31, 2021.

The fair value of the Company’s Senior Unsecured Term Loan approximates its carrying amount represented in the Condensed Consolidated Statements of Financial Condition due to its recent issuance in December 2021 and variable rate nature.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
-Subparagraph (d)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Operating Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lease cost (a):
Operating lease cost	$ 6,841	$ 9,271	$ 19,872	$ 28,059
Short-term lease costs	127	(89)	401	149
Variable lease cost	1,946	393	4,722	3,535
Sublease income	(1,004)	(1,498)	(3,224)	(4,505)
Total lease cost	$ 7,910	$ 8,077	$ 21,771	$ 27,238
Weighted-average remaining lease term	7 years 1 month 6 days	7 years 7 months 6 days	7 years 1 month 6 days	7 years 7 months 6 days
Weighted-average discount rate	4.10%	4.10%	4.10%	4.10%
Operating lease, expense	$ 6,300	$ 7,900	$ 19,700	$ 24,000

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On November 4, 2022, the Board of Directors of the Company (the “Board”) adopted resolutions authorizing an amendment to its certificate of incorporation (the “Existing Charter”) to revise Section 4.2(a) of the Existing Charter (as amended, the “Amended Charter”) to stipulate that “Free Float” (as defined under the rules of FTSE Russell relating to the Russell indices) Class A shares are entitled to at least 5.1% of the aggregate voting power (the “Free Float Threshold”). If on any record date the votes entitled to be cast by Free Float Class A shares do not equal 5.1% of the aggregate voting power, the voting power of the Class B shares will be reduced proportionately until the Free Float Threshold is met. Other than the events noted in Note 10, Note 12 and Note 15, there have been no additional events since September 30, 2022 that require recognition or disclosure in the Condensed Consolidated Financial Statements.

Equity-Based Compensation - Summary of Unvested Awards (Details) - $ / shares shares in Millions		8 Months Ended	9 Months Ended
	Jan. 12, 2022	Sep. 30, 2022	Sep. 30, 2022
Services Vesting Award
Service-Vesting Awards
Beginning balance (in shares)			0.0
Granted (in shares)			10.9
Vested (in shares)			(0.2)
Forfeited (in shares)			(0.5)
Ending balance (in shares)		10.2	10.2
Weighted-Average Grant Date Fair Value
Beginning balance (in usd per share)			$ 0
Granted (in usd per share)			29.51
Vested, unsettled (in usd per share)			29.50
Forfeited (in usd per share)			29.50
Ending balance (in usd per share)		$ 29.51	$ 29.51
IPO Executive Service-Vesting Awards
Service-Vesting Awards
Beginning balance (in shares)			0.0
Granted (in shares)			1.1
Vested (in shares)			0.0
Forfeited (in shares)			0.0
Ending balance (in shares)		1.1	1.1
Weighted-Average Grant Date Fair Value
Beginning balance (in usd per share)			$ 0
Granted (in usd per share)			29.50
Vested, unsettled (in usd per share)			0
Forfeited (in usd per share)			0
Ending balance (in usd per share)		$ 29.50	$ 29.50
IPO Executive Performance Condition Awards
Service-Vesting Awards
Beginning balance (in shares)			0.0
Granted (in shares)			1.1
Vested (in shares)			0.0
Forfeited (in shares)			0.0
Ending balance (in shares)		1.1	1.1
Weighted-Average Grant Date Fair Value
Beginning balance (in usd per share)			$ 0
Granted (in usd per share)			16.58
Vested, unsettled (in usd per share)			0
Forfeited (in usd per share)			0
Ending balance (in usd per share)		$ 16.58	$ 16.58
TPH Units
Service-Vesting Awards
Beginning balance (in shares)			34.0
Granted (in shares)	66.6	33.1
Vested (in shares)		(2.4)
Forfeited (in shares)		(0.5)
Ending balance (in shares)		64.2	64.2
Weighted-Average Grant Date Fair Value
Beginning balance (in usd per share)			$ 23.60
Granted (in usd per share)		$ 25.10
Vested, unsettled (in usd per share)		25.08
Forfeited (in usd per share)		24.78
Ending balance (in usd per share)		$ 24.31	$ 24.31
RPH Units
Service-Vesting Awards
Beginning balance (in shares)			0.6
Granted (in shares)	0.6	0.0
Vested (in shares)		0.0
Forfeited (in shares)		0.0
Ending balance (in shares)		0.6	0.6
Weighted-Average Grant Date Fair Value
Beginning balance (in usd per share)			$ 457.10
Granted (in usd per share)		$ 0
Vested, unsettled (in usd per share)		0
Forfeited (in usd per share)		0
Ending balance (in usd per share)		$ 457.10	$ 457.10

Net Income Per Class A Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		5 Months Ended	9 Months Ended		13 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Jan. 18, 2022
Numerator:
Net income (loss)	$ 53,206	$ 520,483	$ (52,192)	$ (46,487)	$ 3,822,239	$ 6,222
Net (loss) income attributable to redeemable equity in Public SPACs	7,322	(4,250)	13,203		133,209	(517)
Net income (loss) attributable to other non-controlling interest	15,422	228,646	6,499		1,980,946	966
Net income attributable to TPG Group Holdings prior to Reorganization and IPO		$ 294,794			$ 1,699,893	$ 5,256
Net income attributable to Class A Common Stockholders prior to distributions	37,360		68,785
Net loss attributable to non-controlling interests in TPG Operating Group subsequent to IPO	(6,898)		(140,679)
Reallocation of earnings to unvested participating restricted stock units	(2,143)		$ (3,575)
Net income attributable to Class A Common Stockholders - Basic	35,217			65,210
Net loss assuming exchange of non-controlling interest	(8,237)			(114,476)
Reallocation of income from participating securities assuming exchange of Common Units	604			0
Net income (loss) attributable to Class A Common Stockholders - Diluted	$ 27,584			$ (49,266)
Denominator:
Basic (in shares)	79,266,822			79,249,528
Exchange of Common Units to Class A Common Stock (in shares)	229,652,641			229,652,641
Weighted-average shares of Class A common stock outstanding diluted (in shares)	308,919,463			308,902,169
Net income (loss) available to Class A common stock per share
Basic (in usd per share)	$ 0.44			$ 0.82
Diluted (in usd per share)	0.09			(0.16)
Dividends declared per share of Class A Common Stock (in usd per share)	$ 0.39			$ 0.83

Related Party Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended		9 Months Ended
	Jan. 12, 2022	Aug. 31, 2021	Apr. 30, 2021	Oct. 31, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Oct. 11, 2022	Dec. 31, 2021	Sep. 30, 2020
Related Party Transaction [Line Items]
Notes receivable, related parties					$ 1,600		$ 1,600			$ 1,000
Interest, dividends and other (including affiliates)					100	$ 200	100	$ 500
Non-cash right-of-use assets and lease liability termination							13,600
Cash paid for amounts included in the measurement of lease liabilities							21,192	21,745
Due to affiliates					178,305		178,305			826,999
Variable Interest Entity, Not Primary Beneficiary
Related Party Transaction [Line Items]
Due to affiliates					58,937		58,937			$ 36,049
Forward purchase agreements
Related Party Transaction [Line Items]
Derivative, notional amount											$ 17,000
Forward purchase agreements \| YTPG
Related Party Transaction [Line Items]
Due to related parties					$ 24,900		$ 24,900
Common Class A
Related Party Transaction [Line Items]
Common stock, par or stated value per share (in usd per share)					$ 0.001		$ 0.001			$ 0.001
Common Class A \| Subsequent Event
Related Party Transaction [Line Items]
Common stock, par or stated value per share (in usd per share)									$ 0.0001
AFTR \| Common Class A
Related Party Transaction [Line Items]
Number of securities called by each warrant or earnout shares (in shares)		1
YTPG \| Forward purchase agreements
Related Party Transaction [Line Items]
Derivative, notional amount			$ 175,000
YTPG \| Common Class A
Related Party Transaction [Line Items]
Number of securities called by each warrant or earnout shares (in shares)			1
TPGY \| Subsequent Event
Related Party Transaction [Line Items]
Related party transaction, redemption price per share (in usd per share)									$ 10.06
TPGY \| Forward purchase agreements
Related Party Transaction [Line Items]
Derivative, notional amount											$ 100,000
TPGY \| Common Class A
Related Party Transaction [Line Items]
Number of securities called by each warrant or earnout shares (in shares)				1
IPO
Related Party Transaction [Line Items]
Sale of stock, price per share (in USD per share)	$ 29.50
Sale of stock, consideration received on transaction	$ 770,900
Sale of stock, number of shares issued in transaction (in shares)	33,900,000
IPO \| AFTR
Related Party Transaction [Line Items]
Common stock, par or stated value per share (in usd per share)		$ 0.0001
IPO \| YTPG
Related Party Transaction [Line Items]
Common stock, par or stated value per share (in usd per share)			$ 0.0001
IPO \| TPGY
Related Party Transaction [Line Items]
Common stock, par or stated value per share (in usd per share)				$ 0.0001
Units \| IPO \| AFTR
Related Party Transaction [Line Items]
Sale of stock, price per share (in USD per share)		$ 10.00
Sale of stock, consideration received on transaction		$ 250,000
Sale of stock, number of shares issued in transaction (in shares)		25,000,000
Units \| IPO \| YTPG
Related Party Transaction [Line Items]
Sale of stock, price per share (in USD per share)			$ 10.00
Sale of stock, consideration received on transaction			$ 400,000
Sale of stock, number of shares issued in transaction (in shares)			40,000,000
Units \| IPO \| TPGY
Related Party Transaction [Line Items]
Sale of stock, price per share (in USD per share)				$ 10.00
Sale of stock, consideration received on transaction				$ 350,000
Sale of stock, number of shares issued in transaction (in shares)				35,000,000
Warrant \| AFTR
Related Party Transaction [Line Items]
Number of securities called by each warrant or earnout shares (in shares)		0.3333
Warrant \| TPGY
Related Party Transaction [Line Items]
Number of securities called by each warrant or earnout shares (in shares)				0.2
Affiliated Entity
Related Party Transaction [Line Items]
Cash paid for amounts included in the measurement of lease liabilities							$ 0	3,700
Related Party Investments \| Affiliated Entity
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction							$ 107,800	151,000
Annual Administration \| Affiliated Entity
Related Party Transaction [Line Items]
Related party transaction, rate							1.00%
Revenue from related parties					$ 4,800		$ 15,200
Other Related Party Transactions \| Affiliated Entity
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction					5,900	$ 5,300	17,200	15,700
Revenue from related parties							19,900	$ 20,300
TPGY Investments Held In Trust Accounts - Funds Deposited \| Variable Interest Entity, Not Primary Beneficiary
Related Party Transaction [Line Items]
Due to affiliates					350,000		350,000
TPGY Investments Held In Trust Accounts - Interest And Dividend Income \| Variable Interest Entity, Not Primary Beneficiary
Related Party Transaction [Line Items]
Due to affiliates					2,000		2,000
TPGY Investments Held In Trust Accounts \| TPGY
Related Party Transaction [Line Items]
Due to affiliates					$ 352,000		$ 352,000

Debt - Schedule of Debt (Details)
$ in Thousands

1 Months Ended

9 Months Ended

Aug. 31, 2014

USD ($)

creditFacility

Sep. 30, 2022

USD ($)

Jul. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Jul. 01, 2021

USD ($)

Mar. 31, 2011

USD ($)

Line of Credit

$ 1,180,000

Secured Debt

Revolving Credit Facility | Senior Unsecured Revolving Credit Facility | Line of Credit

444,398

$ 444,444

700,000

^[1]

$ 700,000

300,000

$ 300,000

$ 400,000

^[1]

$ 0

Revolving Credit Facility | Senior Unsecured Revolving Credit Facility | Line of Credit | Base Rate | Maximum

^[1]

4.14%

1.85%

Line of credit facility, commitment fee percentage

0.25%

0.15%

Revolving Credit Facility | Senior Unsecured Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum

Debt instrument, basis spread on variable rate, per annum adjustment

1.25%

0.10%

Revolving Credit Facility | Subordinated Credit Facility | Subordinated Debt

Number of credit facilities | creditFacility

$ 30,000

Revolving Credit Facility | Subordinated Credit Facility Two | Subordinated Debt

Revolving Credit Facility | Subordinated Credit Facility One | Subordinated Debt

$ 15,000

Subordinated Debt | Subordinated Credit Facility | Line of Credit

$ 15,000

^[2]

$ 30,000

^[2]

$ 0

Secured Debt | Senior Unsecured Term Loan Agreement | Line of Credit

^[2]

5.39%

2.35%

^[3]

$ 200,000

^[3]

$ 199,216

$ 199,494

Secured Debt | Secured Borrowings - Tranche A | Secured Debt

^[3]

4.14%

1.10%

^[4]

$ 200,000

^[4]

$ 196,124

$ 195,938

Secured Debt | Secured Borrowings - Tranche B | Secured Debt

^[4]

5.33%

^[4]

$ 50,000

^[4]

$ 49,058

$ 49,012

Term Loans | Senior Unsecured Term Loan Agreement | Secured Overnight Financing Rate (SOFR)

^[4]

4.75%

Term Loans | Senior Unsecured Term Loan Agreement | Line of Credit | Secured Overnight Financing Rate (SOFR)

1.00%

Debt instrument, basis spread on variable rate, per annum adjustment

0.00%

0.10%

[1]	In July 2022, TPG Operating Group II, L.P., as borrower, entered into a fifth amendment and restatement of the Senior Unsecured Revolving Credit Facility (the “Amended Senior Unsecured Revolving Credit Facility”) to among other things, (i) extend the maturity date of the revolving credit facility from November 2025 to July 2027, (ii) increase the aggregate revolving commitments thereunder from $300.0 million to $700.0 million and (iii) replace LIBOR as the applicable reference rate with the Secured Overnight Financing Rate (“SOFR”) and otherwise conform the credit facility to accommodate SOFR as the reference rate. Dollar-denominated principal amounts outstanding under the Amended Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25% per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin not to exceed 1.25%. The Company is also required to pay a quarterly commitment fee on the unused commitments under the Amended Senior Unsecured Revolving Credit Facility not to exceed 0.15% per annum, as well as certain customary fees for any issued letters of credit. In August 2022, the Company entered into a first amendment to the Amended Senior Unsecured Revolving Credit Facility, which provides that if the Company is not publicly rated, the applicable margin for borrowings under the facility may be determined using the Company’s leverage ratio.
[2]	A consolidated subsidiary of the Company entered into two $15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of the TPG Operating Group. In August 2022, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2023 to August 2024 and replaced LIBOR as the applicable reference rate with SOFR, and otherwise conforms the agreements to accommodate SOFR as the reference rate.
[3]	In July 2022, the Company entered into an amended and restated term loan agreement (the “Amended Senior Unsecured Term Loan Agreement”). The Amended Senior Unsecured Term Loan Agreement, among other things, replaces LIBOR as the applicable reference rate with SOFR, and otherwise conforms the term loan agreement to accommodate SOFR as the reference rate. Principal amounts outstanding under the Amended Senior Unsecured Term Loan Agreement accrue interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00% or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin of 1.00%.
[4]	The Company’s secured borrowings are issued using on-balance sheet securitization vehicles, as further discussed in Note 7 to the Condensed Consolidated Financial Statements. The secured borrowings are repayable only from collections on the underlying securitized equity method investments and restricted cash. The secured borrowings contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and operating covenants, limitations on certain consolidations, mergers and sales of assets. At September 30, 2022, the Company is in compliance with these covenants and conditions.

Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The assets and liabilities recognized in the Company’s Condensed Consolidated Statements of Financial Condition related to its interest in these non-consolidated VIEs and its maximum exposure to loss relating to non-consolidated VIEs were as follows (in thousands):


	September 30, 2022		December 31, 2021
Investments (includes assets pledged of $481,863 and $492,276)	$	5,661,654	$	5,957,356
Due from affiliates	72,559		93,311
VIE-related assets	5,734,213		6,050,667
Potential clawback obligation	1,847,417		1,500,875
Due to affiliates	58,937		36,049
Maximum exposure to loss	$	7,640,567	$	7,587,591

The following table depicts the total assets and liabilities related to VIE securitization transactions included in the Company’s Condensed Consolidated Statements of Financial Condition (in thousands):


	September 30, 2022		December 31, 2021
Cash and cash equivalents	$	19,642	$	24,719
Restricted cash	13,172		13,135
Participation rights receivable (a)	481,863		492,276
Due from affiliates	494		1,146
Total assets	$	515,171	$	531,276

Accrued interest	$	3,450	$	191
Due to affiliates and other	427		22,470
Secured borrowings, net	245,182		244,950
Total liabilities	$	249,059	$	267,611

_______________

(a)Participation rights receivable related to VIE securitization transactions are included in investments in the Company’s Condensed Consolidated Statements of Financial Condition.

Investments, Debt and Equity Securities [Abstract]

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Oct. 11, 2022	Dec. 31, 2021
Contractually Specified Servicing Fees, Late Fees, and Ancillary Fees Earned in Exchange for Servicing Financial Assets [Line Items]
Interest expense, debt	$ 5,000	$ 3,500	$ 13,200	$ 10,700
Common Class A
Contractually Specified Servicing Fees, Late Fees, and Ancillary Fees Earned in Exchange for Servicing Financial Assets [Line Items]
Common stock, par or stated value per share (in usd per share)	$ 0.001		$ 0.001			$ 0.001
Common Class A \| Subsequent Event
Contractually Specified Servicing Fees, Late Fees, and Ancillary Fees Earned in Exchange for Servicing Financial Assets [Line Items]
Common stock, par or stated value per share (in usd per share)					$ 0.0001
Secured Debt \| Estimate of Fair Value Measurement
Contractually Specified Servicing Fees, Late Fees, and Ancillary Fees Earned in Exchange for Servicing Financial Assets [Line Items]
Long-term debt, fair value	$ 232,700		$ 232,700			$ 271,600
Secured Debt \| Carrying Amount
Contractually Specified Servicing Fees, Late Fees, and Ancillary Fees Earned in Exchange for Servicing Financial Assets [Line Items]
Long-term debt, fair value	$ 250,000		$ 250,000			$ 250,000
Minimum
Contractually Specified Servicing Fees, Late Fees, and Ancillary Fees Earned in Exchange for Servicing Financial Assets [Line Items]
Management fee, percentage	0.25%		0.25%
Estimated useful life			5 years
Remaining lease term	1 year		1 year
Renewal term	2 years		2 years
Minimum \| TPG Funds
Contractually Specified Servicing Fees, Late Fees, and Ancillary Fees Earned in Exchange for Servicing Financial Assets [Line Items]
Management fee, percentage	0.50%		0.50%
Maximum
Contractually Specified Servicing Fees, Late Fees, and Ancillary Fees Earned in Exchange for Servicing Financial Assets [Line Items]
Management fee, percentage	2.00%		2.00%
Estimated useful life			12 years
Remaining lease term	11 years		11 years
Renewal term	10 years		10 years
Maximum \| TPG Funds
Contractually Specified Servicing Fees, Late Fees, and Ancillary Fees Earned in Exchange for Servicing Financial Assets [Line Items]
Management fee, percentage	2.00%		2.00%

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 04, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-04321
Entity Registrant Name	TPG Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-2063362
Entity Address, Address Line One	301 Commerce Street,
Entity Address, Address Line Two	Suite 3300
Entity Address, City or Town	Fort Worth,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76102
City Area Code	817
Local Phone Number	871-4000
Title of 12(b) Security	Class A common stock
Trading Symbol	TPG
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001880661
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		70,981,157
Nonvoting Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,258,901
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		229,652,641

Condensed Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		5 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Revenues
Fees and other	$ 333,496,000	$ 279,908,000		$ 896,456,000	$ 685,115,000
Capital allocation-based income	227,628,000	231,356,000		667,096,000	3,211,945,000
Total revenues	561,124,000	511,264,000		1,563,552,000	3,897,060,000
Compensation and benefits:
Cash-based compensation and benefits	116,753,000	136,139,000		348,751,000	392,666,000
Equity-based compensation	143,149,000	0		474,200,000	0
Performance allocation compensation	149,495,000	0		374,607,000	0
Total compensation and benefits	409,397,000	136,139,000		1,197,558,000	392,666,000
General, administrative and other	95,533,000	68,634,000		275,468,000	182,930,000
Depreciation and amortization	7,372,000	2,251,000		24,629,000	5,137,000
Total expenses	518,606,000	224,177,000		1,515,308,000	617,543,000
Income (loss) from investments:
Interest, dividends and other (including affiliates)	100,000	200,000		100,000	500,000
Total investment income (loss)	11,120,000	234,677,000		(71,197,000)	548,812,000
Income (loss) before income taxes	53,638,000	521,764,000		(22,953,000)	3,828,329,000
Income tax expense	432,000	1,281,000		23,534,000	6,090,000
Net income (loss)	53,206,000	520,483,000	$ (52,192,000)	$ (46,487,000)	3,822,239,000
Net (loss) income attributable to redeemable equity in Public SPACs	7,322,000	(4,250,000)	13,203,000		133,209,000
Net income (loss) attributable to non-controlling interests in consolidated TPG Funds/TPG Operating Group	(6,898,000)	1,293,000	(140,679,000)		8,191,000
Net income (loss) attributable to other non-controlling interest	15,422,000	228,646,000	6,499,000		1,980,946,000
Net income attributable to TPG Group Holdings prior to Reorganization and IPO		294,794,000			1,699,893,000
Net income attributable to TPG Inc. subsequent to Reorganization and IPO	$ 37,360,000		$ 68,785,000
Net income (loss) per share data:
Basic (in usd per share)	$ 0.44			$ 0.82
Diluted (in usd per share)	$ 0.09			$ (0.16)
Weighted-average shares of Class A common stock outstanding
Basic (in shares)	79,266,822			79,249,528
Diluted (in shares)	308,919,463			308,902,169
Consolidated Entity, Excluding VIE
Compensation and benefits:
Interest expense	$ 5,737,000	4,371,000		$ 15,106,000	12,318,000
Income (loss) from investments:
Net gains (losses) from investment activities	1,907,000	224,141,000		(90,845,000)	338,346,000
Interest, dividends and other (including affiliates)	2,407,000	472,000		3,393,000	6,959,000
Variable Interest Entity, Primary Beneficiary
Compensation and benefits:
Interest expense	0	226,000		0	573,000
Other	567,000	12,556,000		2,547,000	23,919,000
Income (loss) from investments:
Net gains (losses) from investment activities	0	1,949,000		0	9,008,000
Interest, dividends and other (including affiliates)	3,571,000	910,000		4,540,000	2,971,000
Unrealized gains on derivative liabilities of Public SPACs	$ 3,235,000	$ 7,205,000		$ 11,715,000	$ 191,528,000

Acquisition (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	5 Months Ended
Acquisition (Details) - USD ($) $ in Thousands	Jul. 01, 2021	Jan. 31, 2022	Sep. 30, 2021	Jun. 30, 2022	Jul. 31, 2018
Business Acquisition [Line Items]
Reallocation of equity between controlling and non-controlling interest			$ 301,189	$ 0
NewQuest
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	66.70%				33.30%
NewQuest Holdings (Cayman) Limited
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	33.30%	33.30%
Business combination, consideration transferred	$ 38,000
Business combination, step acquisition, equity interest in acquiree, fair value	155,400
Business combination, step acquisition, equity interest in acquiree, remeasurement gain	$ 95,000
Award vesting period		3 years
Award service period		3 years
Reallocation of equity between controlling and non-controlling interest		$ 33,600
NewQuest Holdings (Cayman) Limited \| Common Units
Business Acquisition [Line Items]
Equity interest issued in the business acquisition (in shares)		1,072,998
NewQuest Holdings (Cayman) Limited \| Common Class A
Business Acquisition [Line Items]
Equity interest issued in the business acquisition (in shares)		1,638,866
NewQuest Partners Master G.P. Ltd.
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	33.30%

Investments

9 Months Ended

Sep. 30, 2022

Investments

Investments consist of the following (in thousands):


	September 30, 2022		December 31, 2021
Equity method - performance allocations	$	5,049,963	$	5,366,694
Equity method - capital interests (includes assets pledged of $481,863 and $492,276)	611,691		590,662
Equity method - fair value option	20,753		46,013
Equity method - other	12,033		7,778
Equity investments	31,388		97,899
Total investments	$	5,725,828	$	6,109,046

Net gains (losses) from performance allocations and capital interests are disclosed in the Revenue section of Note 2. The following table summarizes net gains (losses) from investment activities (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net gains (losses) from investment activities
Net gains (losses) of equity method investments, fair value option (a)	$	1,680	$	105,982	$	(25,259)	$	105,982
Net (losses) gains of equity method investments - other (b)	(23)		122,116		924		235,422
Net gains (losses) gains from equity investments	250		(3,957)		(66,510)		(3,058)
Total net gains (losses) from investment activities	$	1,907	$	224,141	$	(90,845)	$	338,346

___________

The following table presents the supplemental cash flow disclosures from activities related to deconsolidation of previously consolidated TPG Funds and Public SPACs (in thousands):


	Nine Months Ended September 30, 2021
Cash and cash equivalents	$	300,824
Investments held in Trust Accounts	286,849
Other assets	492
Due to affiliates	(2,000)
Amounts due to shareholders	(300,000)
Derivative liabilities of Public SPACs	(50,898)
Accounts payable and accrued expenses	(7,189)
Other liabilities	(20,100)
Redeemable equity	(286,849)
Controlling interests	29,309
Other non-controlling interests	49,562

Equity Method Investments, Fair Value Option

On September 20, 2021, PACE completed a business combination with Nerdy, Inc. (“NRDY”), a leading platform for delivering live online learning. At the time of the business combination, a reconsideration event occurred whereby the Company no longer has control over PACE. As a result, the Company deconsolidated PACE and recorded a gain of $122.7 million, which is included in net gains (losses) from investment activities. As of September 30, 2022 and December 31, 2021, the Company held a 9.2% and 9.4% beneficial ownership interest in NRDY, respectively, consisting of 7.7 million shares of Class A common stock, 4.0 million earnout shares and 4.9 million earnout warrants, with an aggregate fair value of $20.8 million and $46.0 million, respectively. The warrants entitle the Company to acquire one share of Class A common stock at a price of $11.50 per share and expire on September 20, 2026. The earnout shares and warrants are contingent upon NRDY achieving certain market share price milestones or in the event of a change of control, within five years after September 20, 2021.

Equity Method Investments

The Company evaluates its equity method investments in which it has not elected the fair value option for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. During the three and nine months ended September 30, 2022 and 2021, the Company did not recognize any impairment losses on an equity method investment without a readily determinable fair value.

Equity Investments

Equity investments represent proprietary investment securities held by the Company. At September 30, 2022 and December 31, 2021, the Company held equity investments with readily determinable fair values of $31.4 million and $97.9 million, respectively.

Investment Activities of Consolidated TPG Funds

As part of the Reorganization described in Note 1, all TPG Funds were deconsolidated as of December 31, 2021, thus the Company had no gains (losses) from investment activities of consolidated TPG Funds for the three and nine months ended September 30, 2022. Net gains from investment activities of consolidated TPG Funds were $1.9 million and $9.0 million for the three and nine months ended September 30, 2021, respectively.

Acquisition	9 Months Ended
Acquisition	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Acquisition	Acquisition On July 1, 2021 (the “Acquisition Date”), the Company completed the acquisition (the “Acquisition”) of the controlling interests with governance rights of NewQuest Holdings (Cayman) Limited (“NQ Manager”) and NewQuest Partners Master G.P. Ltd. (“NQ GP” and, together with NQ Manager, “NewQuest”). The Company initially acquired a 33.3% interest in NewQuest in July 2018, which was presented as an equity method investment within investments on the Condensed Consolidated Statements of Financial Condition. On the Acquisition Date, the Company acquired the governance rights of NewQuest and an additional 33.3% of NQ Manager for $38.0 million, bringing the Company’s total ownership in NQ Manager to 66.7% and NQ GP to 33.3%. The operating results of NewQuest have been included in the Company’s Condensed Consolidated Financial Statements since the Acquisition Date. The Acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”) that was achieved in stages. As a result of the change of control, the Company was required to remeasure its pre-existing equity investment in NewQuest at fair value prior to consolidation. The Company estimated the fair value of its 33.3% pre-existing investment in NewQuest to be approximately $155.4 million. The remeasurement resulted in the recognition of a pre-tax gain of $95.0 million, which is presented within net gains (losses) from investment activities on the Consolidated Statements of Operations. In January 2022, the Company completed its acquisition of the remaining 33.3% interest in NQ Manager in exchange for equity interests in the Company, which consisted of 1,638,866 shares of Class A common stock and 1,072,998 Common Units of the TPG Operating Group. All of the granted equity interests are subject to a three-year service vesting condition and as such, will be recognized on a straight-line basis as post-combination compensation expense. The effect of the acquisition was a reallocation of equity between controlling and non-controlling interest of $33.6 million. This transaction was an acquisition under common control in which no gain or loss was recognized. For additional information on the Acquisition, see Note 3 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Fair Value Measurement - Summary of Changes in Fair Value of Financial Assets (Details) - Equity Securities - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 0	$ 7,944	$ 0	$ 12,324
Realized gains, net	0	804	0	3,869
Unrealized losses, net	0	(851)	0	(3,584)
Purchases	0	1	0	706
Proceeds	0	(2,177)	0	(7,594)
Balance, end of period	$ 0	$ 5,721	$ 0	$ 5,721

Commitment and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Guarantees

Certain of the Company’s consolidated entities have guaranteed debt or obligations. At September 30, 2022 and December 31, 2021, the maximum obligations guaranteed under these agreements totaled $1,099.4 million and $715.0 million, respectively. At September 30, 2022, the guarantees had expiration dates as follows (in thousands):


Maturity Date	Guarantee Amount

August 2024	$	30,000
December 2024	200,000
June 2026	60,000
December 2026	83,483
July 2027	700,000
June 2030	25,868
Total	$	1,099,351

At September 30, 2022 and December 31, 2021, the outstanding amount of debt on obligations related to these guarantees was $324.8 million and $341.3 million, respectively.

Letters of Credit

The Company had $0.4 million and $0.7 million in letters of credit outstanding at September 30, 2022 and December 31, 2021, respectively.

Commitments

At September 30, 2022, the third party investors of the consolidated Public SPACs had unfunded capital commitments of $207.6 million to the consolidated Public SPACs.

At September 30, 2022, the TPG Operating Group had unfunded investment commitments of $381.3 million to the TPG Funds, consolidated Public SPACs and other strategic investments.

Contingent Obligations (Clawback) With Affiliates

The governing agreements of the TPG funds that pay performance allocations generally include a clawback provision that, if triggered, may give rise to a contingent obligation requiring the general partner to return amounts to the fund for distribution to the fund investors at the end of the life of the fund. Performance allocations received by the general partners of the respective TPG funds are subject to clawback to the extent the performance allocations received by the general partners exceeds the amount the general partners are ultimately entitled to receive based on cumulative fund results.

At September 30, 2022, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $58.3 million, net of tax, for which a performance fee reserve was recorded within other liabilities in the Condensed Consolidated Financial Statements.

At September 30, 2022, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback would be $1,847.4 million on a pre-tax basis.

During the nine months ended September 30, 2022, the general partners made no payments on the clawback liability.

Legal Actions and Other Proceedings

From time to time, the Company is involved in legal proceedings, litigation and claims incidental to the conduct of our business, including with respect to acquisitions, bankruptcy, insolvency and other types of proceedings. Such lawsuits may involve claims against our Portfolio Companies that adversely affect the value of certain investments owned by TPG’s funds. The Company’s business is also subject to extensive regulation, which has and may result in the Company becoming subject to examinations, inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to the SEC, Department of Justice, state attorneys general, Financial Industry Regulatory Authority and the U.K. Financial Conduct Authority. Such examinations, inquiries and investigations may result in the commencement of civil, criminal or administrative proceedings or fines against the Company or its personnel.

The Company accrues a liability for legal proceedings in accordance with U.S. GAAP, in particular, the Company establishes an accrued liability for loss contingencies when a settlement arising from a legal proceeding is both probable and reasonably estimable. If the matter is not probable or reasonably estimable, no such liability is recorded. Examples of this include: (i) the proceedings may be in early stages; (ii) damages sought may be unspecified, unsupportable, unexplained or uncertain; (iii) discovery may not have been started or is incomplete; (iv) there may be uncertainty as to the outcome of pending appeals or motions; (v) there may be significant factual issues to be resolved or (vi) there may be novel legal issues or unsettled legal theories to be presented or a large number of parties. Consequently, management is unable to estimate a range of potential loss, if any, related to such matters. Even when the Company accrues a liability for a loss contingency such cases, there may be an exposure to loss in excess of any amounts accrued. Loss contingencies may be, in part or in whole, subject to insurance or other payments such as contributions and/or indemnity, which may reduce any ultimate loss.

Based on information presently known by management, the Company has not recorded a potential liability related to any pending legal proceeding and is not subject to any legal proceedings that we expect to have a material impact on our operations, financial positions, or cash flows. It is not possible, however, to predict the ultimate outcome of all pending legal proceedings, and the claimants in the matter discussed below seek potentially large and indeterminate amounts. As such, although we do not consider such an outcome likely, given the inherent unpredictability of legal proceedings, it is possible that an adverse outcome in the matter described below or certain other matters could have a material effect on the Company’s financial results in any particular period.

Since 2011, a number of TPG-related entities and individuals, including David Bonderman and Jim Coulter, have been named as defendants/respondents in a series of lawsuits in the US, UK, and Luxembourg concerning an investment TPG held from 2005-2007 in a Greek telecommunications company, known then as TIM Hellas (“Hellas”). Entities and individuals related to Apax Partners, a London based investment firm also invested in Hellas at the time, are named in the suits as well. The cases all allege generally that a late 2006 refinancing of the Hellas group of companies was improper.

To date, most of the lawsuits filed in New York Federal and State courts against TPG and Apax-related defendants have been dismissed, with those dismissals upheld on appeal, or the appeal period has passed. A lawsuit pending in the District Court of Luxembourg against two former TPG partners and two individuals related to Apax involved in the investment has been decided after trial in their favor on all claims and is now on appeal. In February 2018, a High Court case in London against a number of TPG and Apax related parties and individuals was abandoned by the claimants in the early days of a scheduled six-week trial with costs of $9.5 million awarded to the TPG and Apax-related parties, of which $3.4 million was awarded to TPG.

In addition to the Luxembourg appeal, two cases in New York state court are active against TPG and Apax-related parties concerning the Hellas investment. Motions to dismiss by all defendants were made in both actions with the Court now having granted and denied in part those motions, paring back the parties, claims and amounts at issue. Appeals are pending as to the ruling in one matter (with immediate appeals possible as to the ruling in the other). No trial date has been set in either of the two active actions. The prior noted stayed federal actions have now been dismissed by court order and stipulation.

The Company believes that the suits related to the Hellas investment are without merit and intends to continue to defend them vigorously.

In October 2022, the Company received a document request from the SEC focusing on the use and retention of business-related electronic communications, which, as has been publicly reported, is part of an industry-wide review. The Company intends to cooperate with the SEC’s request.

Indemnifications

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide general indemnifications. In addition, certain of the Company’s funds have provided certain indemnities relating to environmental and other matters and has provided nonrecourse carve-out guarantees for fraud, willful misconduct and other customary wrongful acts, each in connection with the financing of certain real estate investments that the Company has made. The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of material loss to be remote.

Investments - Summary of Net Gains (Losses) from Investment Activities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net gains (losses) from investment activities
Net losses of equity method investments, fair value option	$ 1,680	$ 105,982	$ (25,259)	$ 105,982
Net gains of equity method investments - other	(23)	122,116	924	235,422
Net gains (losses) gains from equity investments	250	(3,957)	(66,510)	(3,058)
Total net gains (losses) from investment activities	1,907	224,141	(90,845)	338,346
Gain (loss) on deconsolidation		122,700		122,700
Gain (Loss) on derivative instruments, net, pretax	$ 3,235	4,674	$ 11,715	186,014
NewQuest Holdings (Cayman) Limited
Net gains (losses) from investment activities
Gain (Loss) on derivative instruments, net, pretax		$ 95,000		$ 95,000

Variable Interest Entities

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

TPG consolidates VIEs in which it is considered the primary beneficiary as described in Note 2. TPG’s investment strategies differ by TPG Fund; however, the fundamental risks have similar characteristics, including loss of invested capital and loss of management fees and performance allocations. The Company does not provide performance guarantees and has no other financial obligation to provide funding to consolidated VIEs other than its own capital commitments.

The assets of consolidated VIEs may only be used to settle obligations of these consolidated VIEs. In addition, there is no recourse to the Company for the consolidated VIEs’ liabilities.

The Company holds variable interests in certain VIEs which are not consolidated as it is determined that the Company is not the primary beneficiary. The Company’s involvement with such entities is in the form of direct equity interests and fee arrangements. The fundamental risks have similar characteristics, including loss of invested capital and loss of management fees and performance allocations. Accordingly, disaggregation of TPG’s involvement by type of VIE would not provide more useful information. TPG may have an obligation as general partner to provide commitments to unconsolidated VIEs. For the three and nine months ended September 30, 2022 and 2021, TPG did not provide any amounts to unconsolidated VIEs other than its obligated commitments.

The maximum exposure to loss represents the loss of assets recognized by TPG relating to non-consolidated entities and any amounts due to non-consolidated entities.


	September 30, 2022		December 31, 2021
Investments (includes assets pledged of $481,863 and $492,276)	$	5,661,654	$	5,957,356
Due from affiliates	72,559		93,311
VIE-related assets	5,734,213		6,050,667
Potential clawback obligation	1,847,417		1,500,875
Due to affiliates	58,937		36,049
Maximum exposure to loss	$	7,640,567	$	7,587,591

RemainCo

In conjunction with the Reorganization described in Note 1, the TPG Operating Group and RemainCo entered into certain agreements to effectuate the go-forward relationship between the entities. The arrangements discussed below represent the TPG Operating Group’s variable interests in RemainCo, which do not provide the TPG Operating Group with the power to direct the activities that most significantly impact RemainCo’s performance and operations. As a result, RemainCo represents a non-consolidated VIE.

RemainCo Performance Earnings Agreement

In accordance with the TPG Operating Group’s agreement with RemainCo (the “RemainCo Performance Earnings Agreement”), RemainCo is entitled to distributions in respect of performance allocations from TPG Funds as described below. For certain existing TPG Funds that are advanced in their life cycles, which we refer to as the “Excluded Funds,” RemainCo is generally entitled to receive distributions of performance allocations not previously designated for partners and employees or unaffiliated third parties, and the TPG Operating Group is not entitled to further performance allocations from the Excluded Funds. For TPG Funds of a more recent vintage and for future TPG Funds, which we collectively refer to as the “Included Funds,” RemainCo is entitled to a base performance allocation ranging from 10% to 15% (subject to limited exceptions, including TPG Funds acquired in a business combination or formed with meaningful participation by the counterparty of such business combination) depending upon the Included Fund (the “Base Entitlement”).

With respect to any TPG Fund that holds a first closing involving non-affiliated investors (a “First Closing”) on or after the fifth anniversary of the IPO, the Base Entitlement will step down ratably for each annual period following the fifth anniversary of the IPO through the fifteenth anniversary. RemainCo will not be entitled to distributions of performance allocations with respect to TPG Funds that have not held a First Closing on or prior to the fifteenth anniversary of the IPO. Once determined, RemainCo’s entitlement to performance allocation percentage with respect to any TPG Fund will remain in effect for the life of the applicable fund.

RemainCo is obligated to fund its pro rata share of clawback obligations with respect to any TPG Fund (in proportion to the Base Entitlement with respect to such TPG Fund) either directly or through indemnity or similar obligations to the TPG Operating Group. In the event that the underlying assets of RemainCo are not sufficient to cover the clawback amount, the TPG Operating Group is obligated to cover any shortfall of the clawback. This shortfall covered by the TPG Operating Group would be required to be repaid by RemainCo out of future distributions.

Further, in the calendar years 2022, 2023 and 2024, if the amount otherwise available under the new discretionary performance allocation program is less than $110.0 million, $120.0 million and $130.0 million, respectively, our Chief Executive Officer can determine to increase the performance allocations available under such performance allocation program by an amount equal to the shortfall plus $10.0 million (which we refer to as “Performance Allocation Increases”), by allocating amounts to the holders of Promote Units that would have otherwise been distributable to RemainCo. The maximum Performance Allocation Increase in any year is $40.0 million.

RemainCo Administrative Services Agreement

Securitization Vehicles

During 2018, certain subsidiaries of the Company issued $200.0 million in privately placed securitization notes. Certain equity interests of these subsidiaries serve as collateral for the notes. The Company used one or more special purpose entities that are considered VIEs to issue notes to third-party investors in the securitization transactions. The notes issued by these VIEs are backed by the cash flows related to the Company’s equity method investments (“Participation Rights”) in certain funds. The Company determined that it is the primary beneficiary of the securitization vehicles because (i) its servicing responsibilities for the Participation Rights give it the power to direct the activities that most significantly impact the performance of the VIEs, and (ii) its variable interests in the VIEs give the Company the obligation to absorb losses and the right to receive residual returns that could potentially be significant. In 2019, certain subsidiaries of the Company issued an additional $50.0 million in privately placed securitization notes.

The transfer of Participation Rights to the special purpose entities are considered sales for legal purposes. However, the Participation Rights and the related debt remain on the Company’s Condensed Consolidated Statements of Financial Condition. The Company recognizes interest expense on the secured borrowings issued by the special purpose entities.

The Participation Rights of the VIEs, cash and restricted cash serve as the sole source of repayment for the notes issued by these entities. Investors in the notes issued by the VIEs do not have recourse to the Company or to its other assets. Additionally, the Participation Rights and other assets directly held by the VIEs are not available to satisfy the general obligations of the Company.

As the primary beneficiary of these entities, the Company is exposed to credit, interest rate and market risk from the Participation Rights in the VIEs. However, the Company’s exposure to these risks did not change as a result of the transfer of Participation Rights to the VIEs. The Company may also be exposed to interest rate risk arising from the secured notes issued by the VIEs. The secured notes issued by the VIEs are shown on the Company’s Condensed Consolidated Statements of Financial Condition as secured borrowings, net of unamortized issuance costs as of September 30, 2022 and December 31, 2021 of $4.8 million and $5.1 million, respectively.


	September 30, 2022		December 31, 2021
Cash and cash equivalents	$	19,642	$	24,719
Restricted cash	13,172		13,135
Participation rights receivable (a)	481,863		492,276
Due from affiliates	494		1,146
Total assets	$	515,171	$	531,276

Accrued interest	$	3,450	$	191
Due to affiliates and other	427		22,470
Secured borrowings, net	245,182		244,950
Total liabilities	$	249,059	$	267,611

_______________

(a)Participation rights receivable related to VIE securitization transactions are included in investments in the Company’s Condensed Consolidated Statements of Financial Condition.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues, expenses, and investment income during the reporting periods. Actual results could differ from those estimates and such differences could be material to the Condensed Consolidated Financial Statements.

Principles of Consolidation

Investments

Equity Method – Performance Allocations and Capital Interests

Equity Method Investments – Other

Equity Method – Fair Value Option

Equity Investments

Non-Controlling Interests

Non-controlling interests consists of ownership interests held by third-party investors in certain entities that are consolidated, but not 100% owned. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the Condensed Consolidated Financial Statements. Allocation of income to non-controlling interest holders is based on the respective entities’ governing documents.

Revenues

Revenues consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Management fees	$	253,839	$	207,820	$	681,389	$	520,338
Fee Credits	(1,192)		(4,581)		(11,083)		(13,442)
Monitoring fees	3,826		3,990		11,370		13,661
Transaction fees	11,776		35,000		54,285		66,139
Incentive fees	350		—		5,183		—
Expense reimbursements and other	64,897		37,679		155,312		98,419
Total fees and other	333,496		279,908		896,456		685,115

Performance allocations	223,311		218,218		635,784		3,057,464
Capital interests	4,317		13,138		31,312		154,481
Total capital allocation-based income	227,628		231,356		667,096		3,211,945

Total revenues	$	561,124	$	511,264	$	1,563,552	$	3,897,060

Fees and Other

Revenue Streams

Customer

Performance Obligations satisfied over time or

point in time(a)

Variable or Fixed Consideration

Revenue Recognition

Classification of Uncollected Amounts (b)

Management Fees

TPG Funds, limited partners and other vehicles

Asset management services are satisfied over time (daily) because the customer receives and consumes the benefits of the advisory services daily

Consideration is variable since over time the management fee varies based on fluctuations in the basis of the calculation of the fee

Management fees are recognized each reporting period based on the value provided to the customer for that reporting period

Due from affiliates – unconsolidated VIEs

Monitoring Fees

Portfolio companies

In connection with the investment advisory services provided, the Company earns monitoring fees for providing oversight and advisory services to certain portfolio companies over time

Consideration is variable when based on fluctuations in the basis of the calculation of the fee

Consideration is fixed when based on a fixed agreed-upon amount

Monitoring fees are recognized each reporting period based on the value provided to the customer for that reporting period

Due from affiliates – portfolio companies

Transaction Fees

Portfolio companies, third-parties and other vehicles

The company provides advisory services, debt and equity arrangements, and underwriting and placement services for a fee at a point in time

Consideration is fixed and is based on a point in time

Transaction fees are recognized on or shortly after the transaction is completed

Due from affiliates – portfolio companies

Other assets - other

Incentive Fees

TPG Funds and other vehicles

Investment management services performed over a period of time that result in achievement of minimum investment return levels

Consideration is variable since incentive fees are contingent upon the TPG Fund or vehicles achieving more than the stipulated investment threshold return

Incentive fees are recognized at the end of the performance measurement period if the investment performance is achieved

Due from affiliates – unconsolidated VIEs

Expense

Reimbursements and other

TPG Funds, portfolio companies and third-parties

Expense reimbursements incurred at a point in time relate to providing investment, management and monitoring services. Other revenue is performed over time.

Expense reimbursements and other are fixed consideration

Expense reimbursements and other are recognized as the expenses are incurred or services are rendered

Due from affiliates – portfolio companies and unconsolidated VIEs

Other assets – other

_________________

(a)There were no significant judgments made in evaluating when a customer obtains control of the promised service for performance obligations satisfied at a point in time.

(b)See Note 10 to the Condensed Consolidated Financial Statements for amounts classified in due from affiliates.

Management Fees

Monitoring Fees

Transaction Fees

Fee Credits

Incentive Fees

Expense Reimbursements and Other

Capital Allocation-Based Income (Loss)

Investment Income

Income from equity method investments

Income from equity method investments for which the fair value option was elected

Income from equity investments

Net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs

Unrealized gains (losses) from derivative liabilities of Public SPACs

Unrealized gains (losses) from derivative liabilities of Public SPACs includes unrealized gains and losses from changes in fair value of warrants and FPAs.

Interest, dividends and other

Interest income is recognized as earned. Dividend income is recognized by the Company on the ex-dividend date, or in the absence of a formal declaration, on the date it is received.

Compensation and Benefits

Cash-based compensation and benefits includes (i) salaries and wages, (ii) benefits and (iii) discretionary cash bonuses. Bonuses are accrued over the service period to which they relate.

the derived service period. The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense.

Prior to the IPO, all performance allocation payments in the form of legal form equity made to the Company’s partners were paid pro rata based on ownership percentages in the underlying investment partnership and accounted for as distributions on the equity held by such partners during such period. For the period in 2022 prior to the IPO, there were no performance allocations earned, allocated or distributed. Performance allocation compensation expense and accrued performance allocation compensation is the portion of performance allocations that TPG allocates to certain of its employees and certain other advisors of the Company. Performance allocations due to our partners and professionals are accounted for as compensation expense in conjunction with the recognition of the related performance allocations and, until paid, are recognized as accrued performance allocation compensation. Accordingly, upon a reversal of performance allocations, the related compensation expense, if any, is also reversed.

Net Income (Loss) Per Share of Class A Common Stock

Cash, Cash Equivalents and Restricted Cash

Cash and Cash Equivalents Held by Consolidated Public SPACs

Assets Held in Trust Accounts

As of September 30, 2022 and December 31, 2021, TPG Pace Beneficial II Corp. (“YTPG”) assets held in Trust Accounts were deposited into a non-interest-bearing U.S. based account.

Derivative Liabilities of Public SPACs

Financial derivative assets and liabilities related to our consolidated Public SPACs’ investment activities consist of warrant liabilities and forward purchase agreements.

Fair Value Measurement

The three levels of the fair value hierarchy under ASC 820 are as follows:

In certain instances, an investment that is measured and reported at fair value may be transferred into or out of Level I, II, or III of the fair value hierarchy.

ultimately be realized. The period of time over which the underlying assets of the investments will be liquidated is unknown.

Financial Instruments

Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Except for secured borrowings, the fair value of the Company’s assets and liabilities, including our Senior Unsecured Term Loan, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the Condensed Consolidated Statements of Financial Condition due to their short-term nature and in the case of our Senior Unsecured Term Loan due to its recent issuance in December 2021 and variable rate nature.

Due from and Due to Affiliates

Goodwill

Intangible assets

Operating Leases

Redeemable Equity from Consolidated Public SPACs

Income Taxes

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)
$ in Thousands

3 Months Ended

5 Months Ended

9 Months Ended

13 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Jun. 30, 2022

Sep. 30, 2022

Sep. 30, 2021

Jan. 18, 2022

Dec. 31, 2021

Operating activities:

Net income (loss)

$ 53,206

$ 520,483

$ (52,192)

$ (46,487)

$ 3,822,239

$ 6,222

Adjustments to reconcile net income to net cash provided by operating activities:

Equity-based compensation

143,149

474,200

Performance allocation compensation

149,495

374,607

Capital allocation-based income

(227,628)

(231,356)

(667,096)

(3,211,945)

Other non-cash activities

34,897

18,455

Net gains from investment activities of consolidated TPG Funds and Public SPACs

(11,715)

(200,536)

Changes in operating assets and liabilities:

Accounts payable and accrued expenses

(24,900)

(38,169)

112,857

236,303

Accrued performance allocation compensation

14,059

24,826

(531,133)

Net cash provided by operating activities

788,599

1,057,509

Investing activities:

Repayments of notes receivable from affiliates

14,937

5,446

Advances on notes receivable from affiliates

(15,500)

(9,053)

Purchases of fixed assets

(2,329)

(1,614)

Acquisition of NewQuest

24,817

Net cash (used in) provided by investing activities

(2,892)

19,596

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

Distributions to holders of non-controlling interests

$ (379,597)

Reorganization activities

2,124

Repayments of revolving credit facility to affiliate

(50,000)

Proceeds from subordinated credit facility

30,000

Repayments of subordinated credit facility

(30,000)

Contributions from holders of other non-controlling interests

24,600

Dividends/Distributions

(478,958)

Distributions to partners prior to Reorganization and IPO

(355,282)

(437,295)

Redemption of redeemable equity

(163,176)

Net cash used in financing activities

(705,787)

(152,103)

Net change in cash, cash equivalents and restricted cash

79,920

925,002

Cash, cash equivalents and restricted cash, beginning of period

985,864

871,355

Cash, cash equivalents and restricted cash, end of period

1,065,784

1,796,357

1,065,784

1,796,357

Supplemental disclosures of other cash flow information

Cash paid for income taxes

^[1]

36,629

7,541

Cash paid for interest

^[1]

6,550

7,743

Supplemental disclosures of non-cash operating activities:

NewQuest contingent consideration

8,400

Investment in equity method investments

(3,138)

In-kind proceeds from investments

36,334

Proceeds Receivable on Sale of Investments, Non-Cash

114

Supplemental disclosures of non-cash investing and financing activities:

Deferred underwriting related to Public SPACs

12,250

(35,441)

Contributions from holders of other non-controlling interests

24,600

Distributions in-kind to holders of other non-controlling interests

(33,197)

Distributions payable to partners

591,530

Distributions payable to holders of other non-controlling interests

11,471

462,826

Reconciliation of cash, cash equivalents and restricted cash, end of period:

1,052,612

1,783,221

1,052,612

1,783,221

Cash, cash equivalents and restricted cash, end of period

13,172

^[2]

13,136

13,172

^[2]

13,136

$ 13,135

^[2]

1,065,784

1,796,357

1,065,784

1,796,357

985,864

Consolidated Entity, Excluding VIE

Adjustments to reconcile net income to net cash provided by operating activities:

Net gains (losses) from investment activities

(1,907)

$ (224,141)

90,845

(338,346)

Changes in operating assets and liabilities:

Purchases of investments

(71,115)

(105,382)

Proceeds from investments

1,066,905

1,599,028

(21,574)

1,397

Distributions to holders of non-controlling interests

(12,607)

(14,263)

Financing activities:

(411,022)

$ (318,942)

Contributions from holders of other non-controlling interests

4,247

3,599

Supplemental disclosures of non-cash investing and financing activities:

Contributions from holders of other non-controlling interests

4,247

3,599

Reconciliation of cash, cash equivalents and restricted cash, end of period:

1,052,612

972,729

Changes in operating assets and liabilities:

Purchases of investments

(210,037)

Proceeds from investments

215,029

18,340

7,916

(7,151)

24,183

Assets held in Trust Accounts

(911)

(1,330)

(3,422)

(771,859)

Financing activities:

Proceeds from issuance of common stock in IPO, net of underwriting and issuance costs

935,000

Distributions to holders of non-controlling interests

(11,049)

Contributions from holders of other non-controlling interests

540

Payments of underwriting and offering costs

(18,700)

Supplemental disclosures of non-cash investing and financing activities:

Contributions from holders of other non-controlling interests

$ 540

Reconciliation of cash, cash equivalents and restricted cash, end of period: