TPG Inc. (TPG)
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SEC company page: https://www.sec.gov/edgar/browse/?CIK=1880661. Latest filing source: 0001880661-26-000011.
Informational only - descriptive public-record data, not investment advice.
Business
Read TPG's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read TPG's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Peer comparisons including TPG
- Asset managers and investment advisers: peer review · market-risk page
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 4,670,212,000 | USD | 2025 | 2026-02-17 |
| Net income | 184,588,000 | USD | 2025 | 2026-02-17 |
| Assets | 13,492,935,000 | USD | 2025 | 2026-02-17 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001880661.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Revenue | 2,114,838,000 | 4,976,387,000 | 2,002,887,000 | 2,389,911,000 | 3,500,082,000 | 4,670,212,000 |
| Net income | 0.00 | 0.00 | 92,426,000 | 80,090,000 | 23,483,000 | 184,588,000 |
| Diluted EPS | 0.00 | -0.19 | -0.04 | -0.42 | 0.45 | |
| Operating cash flow | 95,393,000 | 1,474,820,000 | 1,375,878,000 | 720,518,000 | 532,146,000 | 1,032,395,000 |
| Assets | 8,962,013,000 | 7,941,738,000 | 9,369,672,000 | 10,535,109,000 | 13,492,935,000 | |
| Liabilities | 1,700,572,000 | 4,202,232,000 | 6,008,538,000 | 6,943,120,000 | 9,356,560,000 | |
| Stockholders' equity | 3,085,871,000 | 3,361,134,000 | 3,591,989,000 | 4,136,375,000 | ||
| Cash and cash equivalents | 858,220,000 | 972,729,000 | 1,107,484,000 | 665,188,000 | 808,017,000 | 826,105,000 |
Ratios
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Net margin | 0.00% | 0.00% | 4.61% | 3.35% | 0.67% | 3.95% |
| Return on equity | 3.00% | 2.38% | 0.65% | 4.46% | ||
| Return on assets | 0.00% | 1.16% | 0.85% | 0.22% | 1.37% | |
| Liabilities / equity | 1.36 | 1.79 | 1.93 | 2.26 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001880661-26-000011; filed 2026-02-17. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001880661-26-000011; filed 2026-02-17. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001880661-26-000011; filed 2026-02-17. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001880661-26-000011; filed 2026-02-17. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001880661-26-000011; filed 2026-02-17. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001880661-26-000011; filed 2026-02-17. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001880661-26-000011; filed 2026-02-17. Concept: StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest. Source concepts: us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001880661-26-000011; filed 2026-02-17. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001880661.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | -0.37 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.09 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | -0.01 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 603,274,000 | 27,195,000 | 0.02 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 160,355,000 | 14,667,000 | -0.09 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 983,137,000 | 13,173,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 824,071,000 | 15,519,000 | -0.11 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 744,194,000 | -13,977,000 | -0.19 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 855,403,000 | 8,961,000 | -0.08 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 1,076,414,000 | 12,980,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 1,034,876,000 | 25,393,000 | 0.00 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 920,537,000 | 14,941,000 | -0.05 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 1,223,517,000 | 67,140,000 | 0.20 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 1,491,282,000 | 77,114,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 500,006,000 | -1,454,000 | -0.22 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001880661-26-000033; filed 2026-05-01. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001880661-26-000033; filed 2026-05-01. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001880661-26-000033; filed 2026-05-01. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001880661-26-000033.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical financial statements and the related notes included elsewhere in this report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and elsewhere in this report, particularly in “Cautionary Note Regarding Forward-Looking Statements,” and “Item 1A.—Risk Factors” and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 17, 2026. We assume no obligation to update any of these forward-looking statements.
Overview
TPG is a leading global alternative asset manager with $306.2 billion in assets under management (“AUM”) as of March 31, 2026. We have built our firm through years of successful innovation and growth, and believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of the alternative asset management industry. We believe our distinctive business approach and diversified array of innovative investment platforms position us well to continue generating highly profitable, sustainable growth.
We offer a broad range of investment strategies across the alternative asset management landscape, primarily in private equity, credit and real estate, and have constructed a high-quality base of assets under management within attractive sub-segments of these asset classes. The strength of our investment performance and our proven ability to innovate within our business, together with our ongoing focus on strategic, inorganic growth has led to consistent historical increase in our assets under management, all with the support of a scaled infrastructure that provides our business with a high degree of operating leverage.
Our differentiated operating model unites our investment products and global footprint around a cohesive commercial framework. Our team-oriented culture fosters collaboration and alignment, supports our shared investment themes approach to sourcing and executing deals and leads to attractive returns for our investors. Through multiple decades of experience, we have developed an ecosystem of insight, engagement and collaboration across our platforms and products, which currently include more than 400 active portfolio companies, approximately 300 real estate properties and over 6,500 credit positions, across more than 33 countries.
Our firm consists of six multi-strategy investment platforms: (1) Capital, (2) Growth, (3) Impact, (4) Credit, (5) Real Estate and (6) Market Solutions. Each of our six investment platforms is comprised of a number of products that are complementary to each other and provide our clients with differentiated avenues for capital deployment. Most of our products have raised multiple generations of funds, which we believe highlights the value these products provide to our clients.
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| Capital | Growth | Impact | Credit | Real Estate | Market Solutions | ||
|---|---|---|---|---|---|---|---|
| Platforms | Focused on large scale, control / co-control and thematic investments | Flexible investing platform focused on rapidly growing businesses | Leading global impact investing platform pursuing societal benefits & financial returns at scale | Diversified solutions across a wide range of credit opportunities | Multi-product, diversified real estate investing platform | Platform focused on leveraging the TPG ecosystem to address market opportunities | |
| $89.7 billion AUM | $32.4 billion AUM | $31.6 billion AUM | $95.2 billion AUM | $39.2 billion AUM | $18.1 billion AUM | ||
| Products | TPG Capital | TPG Growth | The Rise Funds | TPG Credit Solutions | TREP | TPG AG U.S. Real Estate | TPG GP Solutions |
| TPG Healthcare Partners | TPG Tech Adjacencies | TPG Rise Climate | TPG Direct Lending | TRECO | TPG AG Europe Real Estate | TPG NewQuest | |
| TPG Asia | TPG Life Sciences Innovations | TRC Transition Infrastructure | TPG Asset Based Finance | TRTX | TPG Asia Real Estate | TPG Peppertree | |
| TPG Emerging Companies Asia | TRC Global South Initiative | TPG CLOs | TAC+ | TPG Net Lease | TPG Private Equity Opportunities | ||
| TPG Sports | TPG NEXT | TPG Multi-Asset Credit |
_________________
Note: AUM as of March 31, 2026.
Platforms
Platform: Capital
Our Capital platform is focused on large-scale, control-oriented private equity investments. We pursue opportunities across geographies and specialize in sectors where we have developed deep thematic expertise over time. Our Capital platform funds are organized in three primary products: (1) TPG Capital, (2) TPG Healthcare Partners and (3) TPG Asia.
The following table presents certain data about our Capital platform as of March 31, 2026 (dollars in billions):
| AUM | Fee-earning AUM | Active Funds | Available Capital | |||
|---|---|---|---|---|---|---|
| $90 | $45 | 10 | $22 |
Product: TPG Capital
TPG Capital is our North America and Europe-focused private equity investing business, with $57.4 billion in assets under management as of March 31, 2026. TPG Capital employs a sector-driven, highly thematic approach to sourcing and primarily seeks to invest in traditional buyouts, transformational deals such as corporate carve-outs and large-scale growth equity transactions. We invest in market leaders with fundamentally strong business models that are expected to benefit from long-term secular growth trends. We also seek to help our portfolio companies accelerate their growth under our ownership through a variety of operational improvements, such as by leveraging our human capital team to upgrade or enhance our management teams and boards, and by investing in organic and inorganic growth.
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Product: TPG Healthcare Partners
We established TPG Healthcare Partners (“THP”) in 2019 to pursue healthcare-related investments, primarily in partnership with other TPG funds. THP provides our limited partners with a dedicated healthcare investment platform that touches all areas of healthcare, including providers, payors, pharmaceuticals, medical devices and healthcare technology.
Product: TPG Asia
TPG was one of the first alternative asset management firms to establish a dedicated Asia franchise and began investing in the region in 1994. Currently, TPG Asia focuses on pursuing investments in the Asia-Pacific region, including Australia, India, Korea and Southeast Asia, with $23.3 billion in assets under management as of March 31, 2026. Our distributed regional footprint has provided a foundation for us to pursue highly attractive investing opportunities in the region with both new and existing products and strategies. We invest through a variety of transaction structures, including through partnerships with large corporations and families.
Platform: Growth
Growth is our dedicated growth equity and middle market investing platform. It provides us with a flexible mandate to invest in companies across our core sectors that are earlier in their life cycle, are smaller in size and/or have different profiles than would be considered for our Capital platform. Our Growth funds are organized in five primary products: (1) TPG Growth, (2) TPG Tech Adjacencies, (3) TPG Life Sciences Innovations, (4) TPG Emerging Companies Asia and (5) TPG Sports.
The following table presents certain data about our Growth platform as of March 31, 2026 (dollars in billions):
| AUM | Fee-earning AUM | Active Funds | Available Capital | |||
|---|---|---|---|---|---|---|
| $32 | $16 | 12 | $6 |
Product: TPG Growth
TPG Growth is our dedicated growth equity and middle market investing product, with $18.9 billion in assets under management as of March 31, 2026. TPG Growth seeks to make growth buyout and growth equity investments, primarily in North America and India.
Product: TPG Tech Adjacencies
TPG Tech Adjacencies (“TTAD”), with $8.8 billion in assets under management as of March 31, 2026, is a product we developed organically to pursue minority and/or structured investments in internet, software, digital media and other technology sectors. Specifically, TTAD aims to provide flexible capital for founders, employees and early investors seeking liquidity, as well as primary structured equity solutions for companies looking for additional, creative capital for growth.
Product: TPG Digital Media
TPG Digital Media (“TDM”) is a flexible source of capital focused on pursuing control equity investments in digital media. TDM seeks to pursue investments in businesses in which we have the opportunity to capitalize on our long history of studying and pursuing content-centric themes.
Product: TPG Life Sciences Innovations
TPG Life Sciences Innovations (“LSI”) was launched in 2023 and seeks to invest in the life sciences sector in novel therapeutics as well as digital health, medical devices, diagnostics and tech-enabled services. LSI invests across different therapeutic areas and stages, from company creation to IPO, and leverages TPG’s broad experience in the healthcare sector.
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Product: TPG Emerging Companies Asia
TPG Emerging Companies Asia (“TECA”) is our new lower-to-middle market growth buyout strategy focused on developed markets in the APAC region, primarily Australia, New Zealand, Southeast Asia and South Korea. TECA leverages our 30-year track record in Asia and deep sector specialization to invest in profitable companies benefitting from regional tailwinds. TECA targets control-oriented transactions, while selectively pursing minority investments.
Product: TPG Sports
TPG Sports is our dedicated strategy focused on pursuing investment opportunities in the sports ecosystem. TPG Sports aims to provide strategic primary capital and business building capabilities to operating companies and technology providers serving the sports market, and to invest in sports IP (i.e., leagues, teams and events).
Platform: Impact
Our multi-fund Impact platform, which we believe is among the largest in the industry, pursues competitive, non-concessionary financial returns while also providing measurable societal benefits at scale, harnessing the diverse skills of a differentiated group of value-add stakeholders including:
•Y Analytics: A public benefit organization that is wholly owned by TPG, which functions as TPG’s firm-wide responsible investing and impact performance arm, and among other services, provides impact research and rigorous assessment for impact investments.
•The TPG Rise Global Advisory Board: A group of investors experienced with driving social and environmental change and financial returns.
•The TPG Rise Climate Coalition: A partnership between TPG and 33 leading global enterprises that are investors in TPG Rise Climate to accelerate the sharing of knowledge, best practices and investment opportunities arising from the energy transition among the group and more broadly across the TPG Impact platform.
We have demonstrated that our impact investments can deliver profit and positive impact in tandem. Our Impact funds are organized in five primary products: (1) The Rise Funds, (2) TPG Rise Climate, (3) TPG Rise Climate Transition Infrastructure, (4) TPG Rise Climate Global South Initiative and (5) TPG NEXT.
The following table presents certain dat
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical financial statements and the related notes included elsewhere in this report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and elsewhere in this report, particularly in “Cautionary Note Regarding Forward-Looking Statements,” and “Item 1A.—Risk Factors.” We assume no obligation to update any of these forward-looking statements.
We completed the Peppertree Acquisition on July 1, 2025. Accordingly, the results of TPG Peppertree included in our consolidated results of operations for the year ended December 31, 2025 are from July 1, 2025 through December 31, 2025.
The following discussion includes a comparison of our results for the years ended December 31, 2025 and 2024. For a discussion of our results for the year ended December 31, 2023 and a comparison of results for the years ended December 31, 2024 and 2023, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, which specific discussion is incorporated herein by reference.
Business Overview
We are a leading global alternative asset manager with $303.0 billion in assets under management (“AUM”) as of December 31, 2025. We have built our firm through years of successful innovation and growth, and believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of the alternative asset management industry. We believe our distinctive business approach and diversified array of innovative investment platforms position us well to continue generating highly profitable, sustainable growth.
Trends Affecting our Business
Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised. However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.
2025 was marked by significant volatility and rapid shifts in market sentiment, driven primarily by trade policy developments, monetary policy adjustments, geopolitical tensions and evolving macroeconomic indicators. The year began with heightened uncertainty due to sweeping tariffs announced by the U.S. administration in the first half, which triggered sharp selloffs across equity, credit and commodities. However, as the year progressed, softening of these policies combined with resilient corporate earnings and moderating inflation contributed to a recovery in risk assets and a generally positive market tone in the latter half.
In U.S. equities, the S&P 500, Nasdaq and Dow Jones Industrial Average posted sharp losses in the first quarter amid trade-related uncertainty, but rebounded sharply in the second and third quarters on strong earnings and thematic growth in artificial intelligence and data center investments. For the full year, the S&P 500 returned 16.4%, the Dow Jones Industrial Average 13.0% and the NASDAQ Composite 20.4%. Communication Services, Information Technology and Industrials sectors outperformed with annual returns of 32.4%, 23.3%, and 17.7% respectively. Real Estate, Consumer Staples and Energy were relative laggards, returning (0.3%), 1.3% and 5.0% respectively. Volatility, as measured by the CBOE Volatility Index, spiked in early 2025 but moderated significantly by year-end and closed the year slightly lower on a year-over-year basis. Global equity markets performed in-line or better with U.S. returns, with the MSCI Europe Index rising 16.3%, the MSCI Asia Pacific Index gaining 25.3% and the MSCI World Index rising 19.5% for 2025.
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Inflation stabilized throughout 2025, though remains stubbornly above the Federal Reserve's 2.0% target. The November Consumer Price Index (“CPI”) was up 2.7% year-over-year, with core CPI, which excludes food and energy, rising slightly lower at 2.6%. The labor market showed signs of weakening as the year progressed. Non-farm payroll additions averaged approximately 111,000 in the first quarter but turned negative in several months during the second half of the year, including a decline of 105,000 jobs in October. The Unemployment Rate ticked up slightly over the course of the year, standing at 4.6% as of November 2025 versus 4.0% as of January 2025. U.S. GDP contracted at a 0.6% annualized rate in Q1, though increased 3.8% and 4.3% in Q2 and Q3 2025, respectively.
Amid the economic backdrop and cooling labor market, the Federal Reserve lowered interest rates by 0.25% at September, October, and December FOMC meetings bringing cumulative rate cuts for 2025 to 0.75% compared with the 1.00% of cuts in 2024. Following the most recent cut, the Federal Funds target range is 3.75% to 4.00%.
The U.S. Treasury yield curve steepened in 2025, nearly erasing the inversion that had persisted since 2022. Long-term yields climbed while short-term yields declined, influenced by concerns over the U.S. budget deficit and tariff-driven inflation at the long end, and Federal Reserve rate cuts at the short end. Yields at the front end of the curve fell by roughly 60 basis points year-over-year, with the 2-Year Treasury yield ending the year at 3.48%. In contrast, yields at the long end of the curve rose modestly with the 30-Year Treasury finishing the year with a yield of 4.85%, up six basis points year-over-year.
In corporate credit markets, both U.S. and European high yield generated positive performance in the fourth quarter of 2025. According to J.P. Morgan data, U.S. high yield gained 1.5% and the European market returned 0.8% during the three-month period. In the United States, high yield bond spreads narrowed by five basis points during the quarter to 314 basis points compared to 325 at the start of the year. In Europe, high yield spreads tightened by 1 basis point during the quarter to 345 basis points, down from 377 at the beginning of the year. The high yield default rate, measured on a trailing twelve-month basis, increased from 1.4% to 1.9% in the United States and modestly decreased from 3.3% to 3.2% in Europe. Additionally, the J.P. Morgan U.S. Leveraged Loan Index posted a 1.3% return, and the J.P. Morgan European Leveraged Loan Index posted a 0.9% return for the fourth quarter of 2025. From a spread and yield basis, the U.S. Leveraged Loan Index ended the quarter at a yield of 7.7% and 435 basis point spread, while the European Leverage Loan Index ended the quarter at a yield of 7.5% and 500 basis point spread.
Organization
We are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing approximately 41% of the outstanding Common Units and 100% of the interests in certain intermediate holding companies as of December 31, 2025. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs.
Acquisition of Peppertree
On July 1, 2025, we acquired the business of Peppertree Capital Management, Inc. pursuant to the terms and subject to the conditions set forth in the Peppertree Transaction Agreement. Pursuant to the Peppertree Transaction Agreement, we acquired Peppertree for both cash and non-cash consideration under U.S. GAAP equal to $389.6 million (the “Peppertree Purchase Price”). See Note 3 to our Consolidated Financial Statements for further details.
Operating Segments
We operate our business in a single operating and reportable segment, as our CEO, who is our chief operating decision maker (the “CODM”), manages the business on a consolidated basis. We operate collaboratively across product lines through shared investment themes and shared support functions that span across product lines.
Basis of Accounting
We consolidate the financial results of TPG Inc., TPG Operating Group and its consolidated subsidiaries, management companies, the general partners of funds and entities that meet the definition of a variable interest entity for which we are considered the primary beneficiary.
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When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities, revenues, expenses, investment income, cash flows and other amounts, on a gross basis. While the consolidation of an entity does not impact the amounts of net income attributable to controlling interests, the consolidation does impact the financial statement presentation in accordance with U.S. GAAP. This is a result of the fact that the accounts of the consolidated entities being reflected on a gross basis, with intercompany transactions eliminated, while the allocable share of those amounts that are attributable to third parties are reflected as single line items. The single line items in which the accounts attributable to third parties are recorded are presented as non-controlling interests on the Consolidated Statements of Financial Condition and net income (loss) attributable to non-controlling interests on the Consolidated Statements of Operations.
We are not required under U.S. GAAP to consolidate the majority of investment funds we advise in our Consolidated Financial Statements because we do not have a more than insignificant variable interest. Public SPACs are consolidated pursuant to U.S. GAAP in the relevant periods presented. Management fees and performance allocations from the consolidated Public SPACs are eliminated in the Consolidated Financial Statements. The performance of the consolidated Public SPACs is not necessarily consistent with or representative of the aggregate performance trends of our TPG investment funds.
Key Financial Measures
Our key financial and operating measures are discussed below:
Revenues
Fees and Other. Fees and other consists primarily of (i) management fees, (ii) monitoring fees, (iii) transaction fees, (iv) incentive fee income and (v) expense reimbursements from unconsolidated funds, portfolio companies and third parties. These fee arrangements are documented within the contractual terms of the governing agreements and are recognized when earned, which generally coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction. Management fees include catch-up fees resulting from additional capital commitments from limited partners in subsequent closings. Monitoring fees may provide for a termination payment following an initial public offering or change of control. These termination payments are recognized in the period in which the related transaction closes.
Capital Allocation-Based Income (Loss). Capital allocation-based income (loss) is earned from our funds when we have (i) a general partner’s capital interest and (ii) performance allocations which entitle us to a disproportionate allocation of investment income or loss from investment funds. We are entitled to a performance allocation (typically 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to the achievement of preferred returns or high water marks, where applicable, in accordance with the terms set forth in the respective fund’s governing documents. We account for our investment balances in the TPG funds, including performance allocations, under the equity method of accounting because we are presumed to have significant influence as the general partner or managing member; however, we do not have control as defined by ASC Topic 810, Consolidation. The Company accounts for its general partner interests in capital allocation-based arrangements as financial instruments under ASC Topic 323, Investments – Equity Method and Joint Ventures as the general partner has significant governance rights in the TPG funds in which it invests which demonstrates significant influence. Accordingly, performance allocations are not deemed to be within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Expenses
Compensation and Benefits. Compensation and benefits expense includes (i) cash-based compensation and benefits, (ii) equity-based compensation and (iii) performance allocation compensation. Bonuses are accrued over the service period to which they relate. In addition, we have equity-based compensation arrangements that require certain TPG executives and employees to vest over a service period of generally one to five years, which under U.S. GAAP will result in compensation charges over current and future periods. In connection with our IPO and subsequent acquisitions, we granted restricted stock units (“RSUs”) to executives and employees. Distributions of performance allocations in the legal form of equity made directly or indirectly to our partners and professionals are allocated and distributed, when realized, pro rata based on ownership percentages in the underlying investment partnership. These distributions were accounted for as distributions on the equity held by such partners rather than as compensation and benefits expense prior to the Reorganization and IPO and are now accounted for as performance allocation compensation.
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General, Administrative and Other. General and administrative expenses include costs primarily related to professional services, occupancy, travel, communication and information services and other general operating items.
Depreciation and Amortization. Depreciation and amortization of tenant improvements, furniture and equipment and intangible assets are expensed on a straight-line basis over the useful life of the asset.
Interest Expense. Interest expense includes interest paid and accrued on our outstanding debt and the amortization of deferred financing costs.
Investment Income
Net Gains (Losses) from Investment Activities. Realized gains (losses) may be recognized when we redeem all or a portion of an investment interest or when we receive a distribution of capital. Unrealized gains (losses) result from the appreciation (depreciation) in the fair value of our investments. Fluctuations in net gains (losses) from investment activities between reporting periods are primarily driven by changes in the fair value of our investment portfolio and, to a lesser extent, the gains (losses) on investments disposed of during the period. The fair value of, as well as the ability to recognize gains (losses) from, our investments is significantly impacted by the global financial markets. This impact affects the net gains (losses) from investment activities recognized in any given period. Upon the disposition of an investment, previously recognized unrealized gains (losses) are reversed and an offsetting realized gain (loss) is recognized in the period in which the investment is sold. Since our investments are carried at fair value, fluctuations between periods could be significant due to changes to the inputs to our valuation process over time.
Interest, Dividends and Other. Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. Dividends and other investment income are recorded when the right to receive payment is established.
Income Tax Expense
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.
Non-Controlling Interests
For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than TPG. The aggregate of the income or loss and corresponding equity that is not owned by us is included in non-controlling interests in the Consolidated Financial Statements.
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Key Components of our Results of Operations
Results of Operations
The following table provides information regarding our consolidated results of operations for the periods presented:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (dollars in thousands, except share and per share data) | ||||||
| Revenues | ||||||
| Fees and other | $ | 2,424,138 | $ | 2,087,076 | ||
| Capital allocation-based income | 2,246,074 | 1,413,006 | ||||
| Total revenues | 4,670,212 | 3,500,082 | ||||
| Expenses | ||||||
| Compensation and benefits: | ||||||
| Cash-based compensation and benefits | 894,382 | 835,328 | ||||
| Equity-based compensation | 813,741 | 1,006,312 | ||||
| Performance allocation compensation | 1,427,458 | 930,053 | ||||
| Total compensation and benefits | 3,135,581 | 2,771,693 | ||||
| General, administrative and other | 702,173 | 583,733 | ||||
| Depreciation and amortization | 144,542 | 135,386 | ||||
| Interest expense | 112,111 | 87,511 | ||||
| Total expenses | 4,094,407 | 3,578,323 | ||||
| Investment income (loss) | ||||||
| Net (losses) gains from investment activities | (2,847) | (29,326) | ||||
| Interest, dividends and other | 93,620 | 82,743 | ||||
| Total investment income | 90,773 | 53,417 | ||||
| Income (loss) before income taxes | 666,578 | (24,824) | ||||
| Income tax expense | 66,993 | 52,091 | ||||
| Net income (loss) | 599,585 | (76,915) | ||||
| Net income (loss) attributable to non-controlling interests in TPG Operating Group | 50,771 | (175,927) | ||||
| Net income attributable to other non-controlling interests | 364,226 | 75,529 | ||||
| Net income attributable to TPG Inc. | $ | 184,588 | $ | 23,483 | ||
| Net income (loss) per share data: | ||||||
| Net income (loss) available to Class A common stock per share | ||||||
| Basic | $ | 0.89 | $ | 0.00 | ||
| Diluted | $ | 0.45 | $ | (0.42) | ||
| Weighted-average shares of Class A common stock outstanding | ||||||
| Basic | 138,879,433 | 100,219,905 | ||||
| Diluted | 374,125,608 | 364,725,579 |
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Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenues
Revenues consisted of the following for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Management fees | $ | 1,826,411 | $ | 1,637,990 | $ | 188,421 | 12 | % | ||||||
| Transaction, monitoring and other fees | 309,693 | 203,256 | 106,437 | 52 | % | |||||||||
| Expense reimbursements and other | 288,034 | 245,830 | 42,204 | 17 | % | |||||||||
| Total fees and other | 2,424,138 | 2,087,076 | 337,062 | 16 | % | |||||||||
| Performance allocations | 2,011,649 | 1,301,766 | 709,883 | 55 | % | |||||||||
| Capital interests | 234,425 | 111,240 | 123,185 | 111 | % | |||||||||
| Total capital allocation-based income | 2,246,074 | 1,413,006 | 833,068 | 59 | % | |||||||||
| Total revenues | $ | 4,670,212 | $ | 3,500,082 | $ | 1,170,130 | 33 | % |
Fees and other revenues
Fees and other revenues increased $337.1 million, or 16%, during the year ended December 31, 2025 compared to the year ended December 31, 2024. This change resulted from a $188.4 million increase in management fees, a $106.4 million increase in transaction, monitoring and other fees and a $42.2 million increase in expense reimbursements and other.
Management Fees. The $188.4 million increase in management fees during the year ended December 31, 2025 compared to the year ended December 31, 2024 is attributable to:
•an increase of $0.9 million from our Capital platform primarily due to fees earned from TPG X, which was activated during the third quarter of 2025, partially offset by a reduction in the fee basis of TPG VIII resulting from the realization of portfolio investments, a step-down in fee basis of TPG IX from committed to invested capital in the fourth quarter of 2025 and a decrease in fees from Asia VIII resulting from catch-up fees recognized during the year ended December 31, 2024;
•an increase of $68.1 million from our Growth platform primarily due to new capital raised for Growth VI during the last twelve months, resulting in a larger fee-earning commitment base;
•an increase of $86.3 million from our Impact platform primarily due to fees earned from Rise Climate II, Rise Climate Global South and Rise Climate TI, which were activated during the third quarter of 2024, partially offset by a step-down in fee basis of Rise Climate I from committed capital to actively invested capital during the fourth quarter of 2024;
•an increase of $25.4 million from our Credit platform primarily due to a higher fee base from deployment of capital in MMDL V and Credit Solutions III. These were partially offset by a reduction in fee basis from MMDL III resulting from the realization of portfolio investments;
•a decrease of $0.9 million from our Real Estate platform primarily due to Realty IX as the fund ceased paying fees beginning in the second quarter of 2025, partially offset by catch-up fees earned from Europe Realty IV; and
•an increase of $16.7 million from our Market Solutions platform primarily due to additional management fees from Peppertree IX and Peppertree X due to the acquisition in July 2025, partially offset by catch-up fees earned from TGS I recognized during the year ended December 31, 2024.
Catch-up fees totaled $54.7 million during the year ended December 31, 2025 and primarily consisted of $34.8 million for Growth VI, $8.9 million for Europe Realty IV, and $7.5 million for Rise Climate II.
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Transaction, Monitoring and Other Fees. Transaction, monitoring and other fees increased $106.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. This change was primarily driven by increased capital markets activity among our portfolio companies involving our broker-dealer and crystallization of T-POP fee-related performance revenues in our Market Solutions platform.
Expense Reimbursements and Other. Expense reimbursements and other increased by $42.2 million, or 17%, for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in reimbursable expenses from TPG funds.
Capital allocation-based income
Capital allocation-based income increased $833.1 million, or 59%, during the year ended December 31, 2025 compared to the year ended December 31, 2024. This change resulted from a $709.9 million increase in performance allocations and a $123.2 million increase in capital interests income.
Performance Allocations. Performance allocations increased $709.9 million, or 55%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Realized performance allocation gains for the year ended December 31, 2025 and 2024 totaled $1,168.3 million and $955.4 million, respectively. Unrealized performance allocation gains for the years ended December 31, 2025 and 2024 totaled $843.4 million and $346.4 million, respectively.
The table below highlights performance allocations for the years ended December 31, 2025 and 2024, and separates the entities listed into two categories to reflect the Reorganization: (i) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (ii) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.
| Year Ended December 31, | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | % | |||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||
| TPG Operating Group Shared: | ||||||||||||||||||||||
| Capital(1) | $ | 948,072 | $ | 560,616 | $ | 387,456 | 69 | % | ||||||||||||||
| Growth(1) | 125,570 | 362,398 | (236,828) | (65) | % | |||||||||||||||||
| Impact | 307,266 | 135,176 | 172,090 | 127 | % | |||||||||||||||||
| Credit | 373,724 | 406,537 | (32,813) | (8) | % | |||||||||||||||||
| Real Estate | 134,440 | (81,866) | 216,306 | 264 | % | |||||||||||||||||
| Market Solutions | 130,935 | (29,734) | 160,669 | 540 | % | |||||||||||||||||
| Total TPG Operating Group Shared: | $ | 2,020,007 | $ | 1,353,127 | $ | 666,880 | 49 | % | ||||||||||||||
| TPG Operating Group Excluded: | ||||||||||||||||||||||
| Capital | $ | 4,113 | $ | (18,254) | $ | 22,367 | 123 | % | ||||||||||||||
| Growth | (14,656) | (30,044) | 15,388 | 51 | % | |||||||||||||||||
| Real Estate | 2,185 | (3,063) | 5,248 | 171 | % | |||||||||||||||||
| Total TPG Operating Group Excluded(2) | (8,358) | (51,361) | 43,003 | 84 | % | |||||||||||||||||
| Total Performance Allocations | $ | 2,011,649 | $ | 1,301,766 | $ | 709,883 | 55 | % |
_________________
(1)After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%; however, we allocate the full amount as performance allocation compensation expense. As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.
(2)The TPG Operating Group Excluded entities’ performance allocations are not a component of net income attributable to TPG following the Reorganization; however, the TPG general partner entities continue to be consolidated by us. We transferred the rights to the performance allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021. As such, net income available to controlling interest holders is zero for each of the TPG Operating Group Excluded entities following January 1, 2022.
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The $709.9 million increase in performance allocations during the year ended December 31, 2025 compared to the year ended December 31, 2024 is attributable to:
•income of $948.1 million from our Capital platform for the year ended December 31, 2025 was primarily driven by gains of $500.3 million from TPG IX, $171.6 million from Asia VII and $135.9 million from THP II. Performance allocation income for the year ended December 31, 2024 was primarily driven by gains of $236.2 million from TPG VIII, $176.9 million from TPG VII and $174.8 million from TPG IX, partially offset by losses of $73.6 million from Asia VI and $56.4 million from Asia VII;
•income of $125.6 million from our Growth platform for the year ended December 31, 2025 was primarily driven by gains of $103.7 million from TTAD II, $29.1 million from Growth VI, partially offset by losses of $30.2 million from TTAD I. Performance allocation income for the year ended December 31, 2024 was primarily driven by $156.8 million from Growth IV, $120.8 million from Growth V and $83.6 million from TTAD II;
•income of $307.3 million from our Impact platform for the year ended December 31, 2025 was primarily driven by gains of $192.4 million from Rise Climate I and $109.0 million from Rise III. Performance allocation income for the year ended December 31, 2024 was primarily driven by gains of $63.9 million from Rise III, $45.2 million from Rise Climate I and $41.6 million from Rise II, partially offset by losses of $15.5 million from Rise I;
•income of $373.7 million from our Credit platform for the year ended December 31, 2025 was primarily driven by gains of $71.4 million from Credit Solutions II, $56.7 million from MVP, $33.0 million from Credit Solutions III Fund and $32.1 million from MMDL V. Performance allocation income for the year ended December 31, 2024 was primarily driven by gains of $81.1 million from Credit Solutions II, $68.8 million from MVP, $37.7 million from MMDL IV, $25.7 million from ABC Fund and $20.8 million from Essential Housing II.;
•income of $134.4 million from our Real Estate platform for the year ended December 31, 2025 was primarily driven by gains of $182.7 million from TREP III, $24.1 million from Asia Realty V and $16.5 million from Net Lease IV, which were partially offset by losses of $51.8 million from Asia Realty IV and $38.3 million from Realty X. Performance allocation losses for the year ended December 31, 2024 were primarily driven by losses of $90.2 million from Realty Value X, $31.9 million from Europe Realty II, $29.9 million from Asia Realty IV and $12.5 million from Realty VIII, which were partially offset by gains of $41.8 million from Net Lease Realty III and $21.3 million from TREP III; and
•income of $130.9 million from our Market Solutions platform during the year ended December 31, 2025 was primarily driven by gains of $75.3 million from NewQuest IV and $12.7 million from TGS. Performance allocation losses for the year ended December 31, 2024 were primarily driven by losses of $32.1 million from NewQuest IV and $29.4 million from NewQuest III, partially offset by net gains of $16.0 million from TPEP.
TPG Operating Group Excluded entities generated losses of $8.4 million during the year ended December 31, 2025 compared to losses of $51.4 million during the year ended December 31, 2024. Performance allocation losses for the year ended December 31, 2025 were primarily driven by losses of $21.2 million from Gator from our Growth platform, partially offset by gains of $4.4 million from TPG VI from our Capital platform. Performance allocation losses from TPG Operating Group Excluded entities for the year ended December 31, 2024 were primarily driven by losses of $27.2 million from Biotech III from our Growth platform and $9.5 million from Asia V from our Capital platform, partially offset by gains of $5.3 million from Biotech V from our Growth platform.
As of December 31, 2025, accrued performance allocations presented as investments in the Consolidated Statements of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $7.1 billion. As of December 31, 2025, accrued performance allocations presented as investments in the Consolidated Statements of Financial Condition for Common Unit holders TPG Operating Group excluded TPG general partner entities totaled $0.2 billion.
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Capital Interests. Capital interests income increased $123.2 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. This change was primarily attributable to gains from our investments in TPG IX and Asia VII, partially offset by losses from our investments in TPG VII and TPG VIII during the year ended December 31, 2025. During the year ended December 31, 2024, we recognized gains on our investments in TPG VII, TPG IX and TRTX, offset by losses from our investment in Asia VII.
Expenses
Cash-Based Compensation and Benefits. Cash-based compensation and benefits expense increased $59.1 million, or 7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This change was primarily driven by higher salaries and benefits resulting from an overall increase in headcount.
Equity-Based Compensation. Equity-based compensation expense decreased $192.6 million, or 19%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This change was primarily attributable to the reversal of previously recognized equity-based compensation related to liability-classified performance awards that are no longer probable of vesting, partially offset by an increase in compensatory RSU grants to certain TPG Peppertree partners, as described in Note 18 to the Consolidated Financial Statements.
Performance Allocation Compensation. Performance allocation compensation increased $497.4 million, or 53%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This change was primarily attributable to the increase in performance allocations that drives compensation attributable to our partners and professionals.
General, Administrative and Other. General and administrative expenses increased $118.4 million, or 20%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This change was primarily driven by an increase in rent expense due to the commencement of a new office lease in 2025, along with increases in reimbursable expenses from TPG funds and professional fees.
Depreciation and Amortization. Depreciation and amortization increased $9.2 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to the amortization of intangible assets resulting from the acquisition of Peppertree in July 2025.
Interest Expense. Interest expense increased $24.6 million, or 28%, for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily attributable to higher average debt outstanding throughout the year.
Net Losses from Investment Activities. Net losses from investment activities totaled $2.8 million for the year ended December 31, 2025 compared to net losses of $29.3 million for the year ended December 31, 2024. This change was primarily attributable to a net loss from our investment in Nerdy Inc. during the year ended December 31, 2024.
Interest, Dividends and Other. Interest, dividends and other increased $10.9 million, or 13%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by a change in the fair value of contingent liabilities related to acquisitions.
Income Tax Expense. Income tax expense increased by $14.9 million, or 29%, for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in income attributable to TPG Inc. partially offset by benefits recognized in connection with equity based compensation as well as a state tax income tax benefit in connection with the remeasurement of deferred tax assets due to a change in the Company’s state effective tax rate.
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Unaudited Consolidated Statements of Financial Condition (U.S. GAAP basis)
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | ||||||
| Assets | ||||||
| Cash and cash equivalents | $ | 826,105 | $ | 808,017 | ||
| Investments | 9,211,816 | 7,503,281 | ||||
| Due from affiliates | 573,590 | 447,012 | ||||
| Intangible assets and goodwill | 1,158,027 | 969,786 | ||||
| Right-of-use assets | 552,254 | 208,501 | ||||
| Deferred tax assets | 860,676 | 352,951 | ||||
| Other assets | 310,467 | 245,561 | ||||
| Total assets | $ | 13,492,935 | $ | 10,535,109 | ||
| Liabilities and Equity | ||||||
| Debt obligations | $ | 1,722,547 | $ | 1,281,984 | ||
| Due to affiliates | 694,632 | 465,137 | ||||
| Accrued performance allocation compensation | 5,399,750 | 4,376,523 | ||||
| Operating lease liabilities | 604,593 | 223,131 | ||||
| Other liabilities | 935,038 | 596,345 | ||||
| Total liabilities | 9,356,560 | 6,943,120 | ||||
| Equity | ||||||
| Class A common stock $0.001 par value, 2,340,000,000 shares authorized (153,113,961 and 109,211,355 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively) | 153 | 109 | ||||
| Class B common stock $0.001 par value, 750,000,000 shares authorized (224,331,812 and 255,756,502 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively) | 224 | 256 | ||||
| Preferred stock, $0.001 par value, 25,000,000 shares authorized (0 issued and outstanding as of December 31, 2025 and December 31, 2024) | — | — | ||||
| Additional paid-in-capital | 1,476,444 | 970,719 | ||||
| Accumulated deficit | (291,604) | (186,983) | ||||
| Non-controlling interests | 2,951,158 | 2,807,888 | ||||
| Total equity | 4,136,375 | 3,591,989 | ||||
| Total liabilities and equity | $ | 13,492,935 | $ | 10,535,109 |
Investments increased $1,708.5 million during the year ended December 31, 2025 primarily due to net capital allocation-based income of $2,246.1 million, purchases of $1,122.8 million and $561.9 million related to the acquisition of Peppertree, which we completed in July 2025, which were partially offset by proceeds of $2,296.9 million.
Intangible assets and goodwill increased $188.2 million during the year ended December 31, 2025 primarily due to the acquisition of Peppertree in July 2025.
Right-of-use assets and operating lease liabilities increased $343.8 million and $381.5 million, respectively, for the year ended December 31, 2025 primarily due to the commencement of a new office lease in 2025.
Deferred tax assets, net of valuation allowance, increased $507.7 million during the year ended December 31, 2025 primarily due to additional deferred tax assets arising from exchanges of TPG Operating Group Common Units for Class A common stock during the year ended December 31, 2025.
Debt obligations increased $440.6 million during the year ended December 31, 2025 primarily due to the issuance of the 2036 Senior Notes.
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Due to affiliates increased $229.5 million during the year ended December 31, 2025 primarily due to additional payments expected to be made in future years of $189.9 million in connection with certain exchanges of Common Units for Class A common stock subject to our Tax Receivable Agreement.
Accrued performance allocation compensation increased $1,023.2 million for the year ended December 31, 2025, primarily attributable to performance fee compensation expense of $1,427.5 million, and a $403.1 million increase in liability related to the acquisition of Peppertree in July 2025, partially offset by settlements of performance allocation compensation of $803.6 million during the year ended December 31, 2025.
Other liabilities increased $338.7 million during the year ended December 31, 2025 primarily due to $286.1 million in expected payments to be made in future years to non-affiliates in connection with certain exchanges of Common Units for Class A common stock subject to our Tax Receivable Agreement.
Non-GAAP Financial Measures
Distributable Earnings. Distributable Earnings (“DE”) is used to assess performance and amounts potentially available for distributions to partners. DE is derived from and reconciled to, but not equivalent to, its most directly comparable U.S. GAAP measure of net income. DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include (i) unrealized performance allocations and related compensation expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) amortization, (v) net income (loss) attributable to non-controlling interests in consolidated entities, or (vi) certain other items, such as contingent reserves.
While we believe that the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S. GAAP discussed further under “—Key Components of our Results of Operations—Results of Operations” prepared in accordance with U.S. GAAP.
After-Tax Distributable Earnings. After-tax Distributable Earnings (“After-tax DE”) is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income taxes. We use it to assess how income tax expense affects amounts available to be distributed to our Class A common stockholders and Common Unit holders. After-tax DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include the items described in the definition of DE herein; however, unlike DE, it does reflect the impact of income taxes. Income taxes, for purposes of determining After-tax DE, represent the total U.S. GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on U.S. GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within due to affiliates and other liabilities in our Consolidated Statements of Financial Condition. Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to the Company on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges. We believe that including the amount currently payable under the Tax Receivable Agreement and utilizing the current income tax expense (benefit), as described above, when determining After-tax DE is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to shareholders.
We believe that while the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of After-tax DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S. GAAP discussed further under “—Key Components of our Results of Operations—Results of Operations.”
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Fee-Related Earnings. Fee-Related Earnings (“FRE”) is a supplemental performance measure and is used to evaluate our business and make resource deployment and other operational decisions. FRE differs from net income computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of DE and also adjusts to exclude (i) realized performance allocations and related compensation expense, (ii) realized investment income from investments and financial instruments, (iii) net interest (interest expense less interest income), (iv) depreciation, and (v) certain non-core income and expenses. We use FRE to measure the ability of our business to cover compensation and operating expenses from fee revenues other than capital allocation-based income. The use of FRE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein.
Fee-Related Revenues. Fee-related revenues (“FRR”) is a component of FRE. Fee-related revenues is comprised of (i) management fees, (ii) fee-related performance revenues, (iii) transaction, monitoring and other fees, net, and (iv) other income. Fee-related performance revenues refers to incentive fees from perpetual capital vehicles that are: (i) measured and expected to be received on a recurring basis and (ii) not dependent on realization events from the underlying investments. Fee-related revenues differs from revenue computed in accordance with U.S. GAAP in that it excludes certain reimbursement expense arrangements. Refer to “—Reconciliation to U.S. GAAP Measures” to the comparable line items on the Consolidated Statements of Operations.
Fee-Related Expenses. Fee-related expenses is a component of FRE. Fee-related expenses differs from expenses computed in accordance with U.S. GAAP in that it is net of certain reimbursement arrangements and does not include performance allocation compensation. Fee-related expenses is used in management’s review of the business. Refer to “—Reconciliation to U.S. GAAP Measures” to the comparable line items on the Consolidated Statements of Operations.
Fee-related revenues and fee-related expenses are presented separately in our calculation of non-GAAP measures in order to better illustrate the profitability of our FRE. The use of fee-related revenues and FRE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein.
Our calculations of DE, FRE, fee-related revenues and fee-related expenses may differ from the calculations of other investment managers. As a result, these measures may not be comparable to similar measures presented by other investment managers.
The following table sets forth our total FRE and DE for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Management fees | $ | 1,800,061 | $ | 1,625,710 | ||||||
| Fee-related performance revenues | 49,287 | 33,032 | ||||||||
| Transaction, monitoring and other fees, net | 249,348 | 147,644 | ||||||||
| Other income | 10,559 | 25,071 | ||||||||
| Fee-Related Revenues | 2,109,255 | 1,831,457 | ||||||||
| Cash-based compensation and benefits, net | 743,565 | 689,001 | ||||||||
| Fee-related performance compensation | 24,644 | 16,516 | ||||||||
| Operating expenses, net | 388,474 | 361,712 | ||||||||
| Fee-Related Expenses | 1,156,683 | 1,067,229 | ||||||||
| Fee-Related Earnings | 952,572 | 764,228 | ||||||||
| Realized performance allocations, net | 204,710 | 194,582 | ||||||||
| Realized investment income and other, net | (20,660) | (7,703) | ||||||||
| Depreciation expense | (20,355) | (20,387) | ||||||||
| Interest expense, net | (74,158) | (36,109) | ||||||||
| Distributable Earnings | 1,042,109 | 894,611 | ||||||||
| Income taxes | (68,620) | (57,336) | ||||||||
| After-Tax Distributable Earnings | $ | 973,489 | $ | 837,275 |
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Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Fee-Related Revenues
Fee-related revenues increased $277.8 million, or 15%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily due to additional management fees of $174.4 million and an increase in transaction, monitoring and other fees, net of $101.7 million, partially offset by a decrease in other income of $14.5 million.
Management Fees
The following table presents management fees in our platforms for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Capital | $ | 500,676 | $ | 514,494 | ||||||
| Growth | 232,891 | 167,387 | ||||||||
| Impact | 276,538 | 198,824 | ||||||||
| Credit | 341,772 | 311,033 | ||||||||
| Real Estate | 350,077 | 350,647 | ||||||||
| Market Solutions | 98,107 | 83,325 | ||||||||
| Total Management Fees | $ | 1,800,061 | $ | 1,625,710 |
The $174.4 million increase in management fees during the year ended December 31, 2025 compared to the year ended December 31, 2024 is attributable to:
•a decrease of $13.8 million from our Capital platform primarily due to catch-up fees from Asia VIII earned during the year ended December 31, 2024, a reduction in the fee basis of TPG VII and TPG VIII resulting from the realization of portfolio investments, a step-down in fee basis of TPG IX from committed capital to invested capital in the fourth quarter of 2025, and Asia VI which ceased paying management fees in 2024, partially offset by fees earned from TPG X, which was activated during the third quarter of 2025;
•an increase of $65.5 million from our Growth platform primarily due to new capital raised for Growth VI during the last twelve months, resulting in a larger fee-earning commitment base;
•an increase of $77.7 million from our Impact platform primarily due to fees earned from Rise Climate II, Rise Climate Global South and Rise Climate TI, which were activated during the third quarter of 2024, partially offset by a step-down in fee basis of Rise Climate I from committed capital to actively invested capital during the fourth quarter of 2024;
•an increase of $30.7 million from our Credit platform primarily due to a higher fee basis from deployment of capital in MMDL V and MMDL Evergreen as well as Credit Solutions III, which was activated during the third quarter of 2024. These were partially offset by a decrease in fees from MMDL III as a result of lower fee earning AUM;
•a decrease of $0.6 million from our Real Estate platform primarily due to Realty IX which ceased paying fees beginning in the second quarter of 2025, partially offset by catch-up fees earned from Europe Realty IV; and
•an increase of $14.8 million from our Market Solutions platform primarily due to additional management fees from Peppertree IX and Peppertree X which were acquired in July 2025, partially offset by catch-up fees earned from TGS I recognized during the year ended December 31, 2024.
Catch-up fees totaled $54.7 million during the year ended December 31, 2025 and primarily consisted of $34.8 million for Growth VI, $8.9 million for Europe Realty IV, and $7.5 million for Rise Climate II.
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Fee-Related Performance Revenues
The following table presents fee-related performance revenues for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Credit | $ | 28,939 | $ | 33,032 | ||||||
| Market Solutions | 20,348 | — | ||||||||
| Total Fee-Related Performance Revenues | $ | 49,287 | $ | 33,032 |
Fee-related performance revenues increased $16.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily attributable to the Market Solutions platform driven by the crystallization of T-POP fee-related performance revenues.
Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Capital | $ | 5,958 | $ | 6,012 | ||||||
| Growth | 1,412 | 1,053 | ||||||||
| Impact | 7,899 | 6,510 | ||||||||
| Credit | 8,763 | 4,133 | ||||||||
| Real Estate | 3,316 | 4,014 | ||||||||
| Market Solutions | 222,000 | 125,922 | ||||||||
| Total Transaction, Monitoring and Other Fees, Net | $ | 249,348 | $ | 147,644 |
Transaction, monitoring and other fees, net increased $101.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. This change was primarily driven by a $96.1 million increase in our Market Solutions platform as a result of capital markets activity among our portfolio companies involving our broker-dealer.
Other Income
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ($ in thousands) | ||||||
| Former affiliate funds | $ | — | $ | 13,254 | ||
| Other income | 10,559 | 11,817 | ||||
| Total Other Income | $ | 10,559 | $ | 25,071 |
Total other income decreased $14.5 million, or 58%, for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to the expiration of contracts to provide services to our former affiliate in April 2024.
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Fee-Related Expenses
Fee-related expenses increased $89.5 million, or 8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily comprised of higher cash-based compensation and benefits, net of $54.6 million and an increase in operating expenses, net of $26.8 million.
Cash-Based Compensation and Benefits, Net
The following table presents cash-based compensation and benefits, net for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Salaries | $ | 377,511 | $ | 351,739 | ||||||
| Bonuses | 317,664 | 300,833 | ||||||||
| Benefits and other | 163,199 | 132,918 | ||||||||
| Reimbursements | (114,809) | (96,489) | ||||||||
| Total Cash-Based Compensation and Benefits, Net | $ | 743,565 | $ | 689,001 |
Total cash-based compensation and benefits, net increased $54.6 million, or 8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This change was primarily due to higher salaries, benefits and bonuses resulting from an overall increase in headcount, partially offset by an increase in reimbursements.
Fee-Related Performance Compensation
The following table presents fee-related performance compensation for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Credit | $ | 14,469 | $ | 16,516 | ||||||
| Market Solutions | 10,175 | — | ||||||||
| Total Fee-related Performance Compensation | $ | 24,644 | $ | 16,516 |
Total fee-related performance compensation increased $8.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. This was primarily attributable to the increase in fee-related performance revenues from T-POP that drives compensation attributable to our partners and professionals.
Operating Expenses, Net
Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to TPG funds and monitoring services provided to our portfolio companies. Operating expenses, net increased $26.8 million, or 7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This change was primarily due to an increase in professional fees.
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Realized Performance Allocations, Net
The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Capital | $ | 76,188 | $ | 64,302 | ||||||
| Growth | 45,468 | 32,398 | ||||||||
| Impact | 4,534 | 17,801 | ||||||||
| Credit | 64,448 | 66,916 | ||||||||
| Real Estate | 9,443 | 9,936 | ||||||||
| Market Solutions | 4,629 | 3,229 | ||||||||
| Total Realized Performance Allocations, Net | $ | 204,710 | $ | 194,582 |
Realized performance allocations, net of $204.7 million for the year ended December 31, 2025 were largely generated from realizations of $48.0 million from TPG VII, $9.8 million from TPG VIII, $9.5 million from Asia VIII, and $8.6 million from Asia VII in the Capital platform, $42.5 million from Growth IV in the Growth platform, $11.3 million from MVP Fund, $10.6 million from Credit Solutions II, and $5.8 million from MMDL V in the Credit platform, and $6.1 million from Net Lease Realty III in the Real Estate platform. The activity consisted of realizations sourced from portfolio companies including Viking Cruises, Crunch Fitness, DirecTV, Q-Centrix, and Samhwa Co.
Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Investments in funds | $ | 72,006 | $ | 27,882 | ||||||
| Non-core income (expense) | (92,666) | (35,585) | ||||||||
| Total Realized Investment Income and Other, Net | $ | (20,660) | $ | (7,703) |
The decrease in realized investment income and other, net of $13.0 million during the year ended December 31, 2025 compared to the year ended December 31, 2024 resulted primarily from an increase in our non-core expense partially offset by realizations from certain investments in our funds. Our non-core activity includes expenses of $41.0 million related to our unoccupied lease space and $28.9 million for strategic transaction activity during the year ended December 31, 2025.
Depreciation
Depreciation expense remained flat for the year ended December 31, 2025 compared to the year ended December 31, 2024.
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Interest Expense, Net
The following table presents interest expense, net for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Interest expense | $ | 112,565 | $ | 87,715 | ||||||
| Interest (income) | (38,407) | (51,606) | ||||||||
| Interest Expense, Net | $ | 74,158 | $ | 36,109 |
Interest expense, net increased $38.0 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by higher average debt outstanding throughout the year.
Distributable Earnings
The increase in DE for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to an increase in FRE, partially offset by an increase in interest expense.
Income Taxes
Income taxes increased $11.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in expected payments under our Tax Receivable Agreement for the year ended December 31, 2025.
Reconciliation to U.S. GAAP Measures
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP to non-GAAP financial measures for the years ended December 31, 2025 and 2024:
Revenue
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| GAAP Revenue | $ | 4,670,212 | $ | 3,500,082 | ||||||
| Capital-allocation based income | (2,246,074) | (1,413,006) | ||||||||
| Expense reimbursements | (275,303) | (217,049) | ||||||||
| Investment income and other | (39,580) | (38,570) | ||||||||
| Fee-Related Revenues | $ | 2,109,255 | $ | 1,831,457 |
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Expenses
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| GAAP Expenses | $ | 4,094,407 | $ | 3,578,323 | ||||||
| Depreciation and amortization expense | (144,542) | (135,386) | ||||||||
| Interest expense | (112,111) | (87,511) | ||||||||
| Expense reimbursements | (275,303) | (217,049) | ||||||||
| Performance allocation compensation | (1,427,458) | (930,053) | ||||||||
| Equity-based compensation | (813,741) | (1,006,312) | ||||||||
| Acquisition success fee | (4,000) | — | ||||||||
| Non-core expenses and other | (160,569) | (134,783) | ||||||||
| Fee-Related Expenses | $ | 1,156,683 | $ | 1,067,229 |
Net Income
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in thousands) | ||||||||||
| Net income (loss) | $ | 599,585 | $ | (76,915) | ||||||
| Net income attributable to other non-controlling interests | (364,226) | (75,529) | ||||||||
| Amortization expense | 113,196 | 97,585 | ||||||||
| Equity-based compensation | 823,610 | 1,004,925 | ||||||||
| Unrealized performance allocations, net | (203,587) | (79,935) | ||||||||
| Unrealized investment income | 6,018 | (77,282) | ||||||||
| Income taxes | (1,579) | (5,388) | ||||||||
| Acquisition success fee | 4,000 | — | ||||||||
| Non-recurring and other | (3,528) | 49,814 | ||||||||
| After-tax Distributable Earnings | $ | 973,489 | $ | 837,275 | ||||||
| Income taxes | 68,620 | 57,336 | ||||||||
| Distributable Earnings | $ | 1,042,109 | $ | 894,611 | ||||||
| Realized performance allocations, net | (204,710) | (194,582) | ||||||||
| Realized investment income and other, net | 20,660 | 7,703 | ||||||||
| Depreciation expense | 20,355 | 20,387 | ||||||||
| Interest expense, net | 74,158 | 36,109 | ||||||||
| Fee-Related Earnings | $ | 952,572 | $ | 764,228 |
Net Accrued Performance
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ($ in thousands) | ||||||
| GAAP Investments | $ | 9,211,816 | $ | 7,503,281 | ||
| Equity method and other investments | (1,902,577) | (1,545,202) | ||||
| Accrued performance allocation compensation | (5,399,750) | (4,376,523) | ||||
| Impact of other consolidated entities | (629,734) | (607,989) | ||||
| Net Accrued Performance | $ | 1,279,755 | $ | 973,567 |
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Operating Metrics
We monitor certain operating metrics that are common to the alternative asset management industry and that we believe provide important data regarding our business. The following operating metrics do not include other investments that are not included in the TPG Operating Group.
Assets Under Management
Assets Under Management (“AUM”) represents the sum of:
i.fair value of the investments and financial instruments held by our private equity, credit and real estate funds (including fund-level asset-related leverage), other than as described below, as well as related co-investment vehicles managed or advised by us, plus the capital that we are entitled to call from investors in those funds and vehicles, pursuant to the terms of their respective capital commitments, net of outstanding leverage associated with subscription-related credit facilities, and including capital commitments to funds that have yet to commence their investment periods;
ii.the gross amount of assets (including leverage where applicable) for our real estate investment trusts and BDCs;
iii.the net asset value of certain of our hedge funds; and
iv.the aggregate par amount of collateral assets, including principal cash, for our collateralized loan obligation vehicles.
Our definition of AUM is not based on any definition of AUM that may be set forth in the agreements governing the investment funds that we manage, or calculated pursuant to any regulatory definitions.
The following table summarizes our AUM by platform as of December 31, 2025 and 2024:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ($ in millions) | ||||||
| Capital | $ | 90,857 | $ | 74,408 | ||
| Growth | 32,237 | 28,062 | ||||
| Impact | 31,258 | 26,569 | ||||
| Credit | 93,064 | 72,359 | ||||
| Real Estate | 38,168 | 36,296 | ||||
| Market Solutions | 17,445 | 8,179 | ||||
| AUM as of end of period | $ | 303,029 | $ | 245,873 |
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The table below presents rollforwards of our total AUM for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 245,873 | $ | 221,623 | ||||||
| Acquisition | 7,927 | — | ||||||||
| Capital Raised | 51,485 | 30,123 | ||||||||
| Realizations | (23,371) | (22,913) | ||||||||
| Outflows(1) | (2,842) | (1,992) | ||||||||
| Changes in Investment Value and Other(2) | 23,957 | 19,032 | ||||||||
| AUM as of end of period | $ | 303,029 | $ | 245,873 |
_________________
(1)Outflows represent redemptions and withdrawals.
(2)Changes in Investment Value and Other consists of changes in fair value, capital invested, available capital and net fund-level asset related leverage activity plus other investment activities.
AUM increased approximately $57.2 billion during the year ended December 31, 2025. This increase was led by $51.5 billion of capital raised primarily attributable to fundraising activities of TPG X within the Capital platform, Growth VI within the Growth platform, Rise Climate II within the Impact platform, Credit Solutions III, MMDL VI, MMDL Continuation I and ABC Evergreen within the Credit platform, TRECO within the Real Estate platform and TGS II and T-POP within the Market Solutions platform. Investment appreciation of $24.0 billion and the $7.9 billion acquisition of Peppertree in July further contributed to AUM growth during the year ended December 31, 2025. These increases were partially offset by realization activities in TPG VII, TPG IX, Asia VI and Asia VII within the Capital platform, Growth IV and Growth V within the Growth platform, Rise II within the Impact platform, MMDL III, MMDL IV and MMDL II within the Credit platform and TREP III and Net Lease Realty III within the Real Estate platform during the year ended December 31, 2025.
Fee-Earning Assets Under Management
Fee-earning AUM (“FAUM”) represents only the AUM from which we are entitled to receive management fees. FAUM is the sum of all the individual fee bases that are used to calculate our management fees and differs from AUM in the following respects: (i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which we are entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our credit and real estate funds, have different methodologies for calculating management fees that are not based on the fair value of the respective funds’ underlying investments. We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees. Our definition of FAUM is not based on any definition of AUM or FAUM that is set forth in the agreements governing the investment funds and products that we manage.
The following table summarizes our FAUM by platform as of December 31, 2025 and 2024:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ($ in millions) | ||||||
| Capital | $ | 44,474 | $ | 37,075 | ||
| Growth | 15,294 | 12,334 | ||||
| Impact | 20,635 | 17,357 | ||||
| Credit | 52,772 | 43,005 | ||||
| Real Estate | 26,068 | 26,138 | ||||
| Market Solutions | 10,859 | 5,377 | ||||
| FAUM as of end of period | $ | 170,102 | $ | 141,286 |
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The table below presents rollforwards of our FAUM for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 141,286 | $ | 136,794 | ||||||
| Acquisition | 4,458 | — | ||||||||
| Fee-Earning Capital Raised(1) | 22,099 | 10,882 | ||||||||
| Deployment(2) | 20,517 | 14,012 | ||||||||
| Realizations(3) | (13,008) | (15,980) | ||||||||
| Reduction in Fee Base(4) | (5,070) | (3,663) | ||||||||
| Outflows(5) | (2,472) | (1,906) | ||||||||
| Market Activity and Other(6) | 2,292 | 1,147 | ||||||||
| FAUM as of end of period | $ | 170,102 | $ | 141,286 |
_________________
In the first quarter of 2025, we began reporting Fee-Earning Deployment and Realizations separately from Net Change in Investment Activity. We believe this additional disclosure is helpful to understand key drivers associated with our FAUM. Updating the presentation did not have any impact on total FAUM.
(1)Fee-Earning Capital Raised represents capital raised by our funds for which management fees calculated based on commitments or subscriptions were activated during the period.
(2)Deployment represents increases in investment cost and CLO collateral assets, as well as capital called for investments.
(3)Realizations represent decreases in investment cost and CLO collateral assets, as well as distributions of investment related proceeds.
(4)Reduction in Fee Base represents decreases in the fee basis for funds where the investment or commitment fee period has expired, and the fee base has reduced from commitment base to actively invested capital. It also includes reductions for funds that are no longer fee paying.
(5)Outflows represent redemptions and withdrawals.
(6)Market Activity and Other represents income activity for our funds for which management fees are calculated based on invested net capital or net asset value, as well as foreign exchange fluctuations.
FAUM increased $28.8 billion during the year ended December 31, 2025, primarily driven by $22.1 billion in fee-earning capital raised. This activity was led by the activation of TPG X during the third quarter within the Capital platform, the final closing of Growth VI during the second quarter within the Growth platform, subsequent closings for Rise Climate II during the third and fourth quarters within the Impact platform and the activation of TGS II during the third quarter within the Market Solutions platform. Deployment added $20.5 billion to FAUM primarily driven by TPG IX within the Capital platform, TTAD II within Growth platform, Rise Climate I within the Impact platform and MMDL V, MMDL Continuation I, Credit Solutions III, ABC Fund II and MMDL Evergreen within the Credit platform. Acquisition of Peppertree in July 2025 within the Market Solutions platform contributed an additional $4.5 billion of FAUM during the year ended December 31, 2025. These increases were partially offset by realizations of $13.0 billion primarily attributable to TPG VII within the Capital platform, Growth IV within the Growth platform, MMDL III, Essential Housing II, MMDL IV, MMDL II and Credit Solutions II within the Credit platform and Net Lease Realty III and TREP III within the Real Estate platform. For the year ended December 31, 2025, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM were 1.16%.
Net Accrued Performance
Net accrued performance represents both unrealized and undistributed performance allocations and fee-related performance revenues resulting from our general partner interests in investment funds that we manage. We believe this measure is useful to investors as it provides additional insight into the accrued performance to which the TPG Operating Group Common Unit holders are expected to receive.
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The tables below summarize our net accrued performance by fund vintage year and platform as of December 31, 2025 and December 31, 2024:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ($ in millions) | ||||||
| Fund Vintage | ||||||
| 2020 & Prior | $ | 809 | $ | 801 | ||
| 2021 | 136 | 78 | ||||
| 2022 | 280 | 87 | ||||
| 2023 | 23 | 5 | ||||
| 2024 | 12 | 3 | ||||
| 2025 | 20 | — | ||||
| Net Accrued Performance | $ | 1,280 | $ | 974 |
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ($ in millions) | ||||||
| Platform | ||||||
| Capital | $ | 581 | $ | 468 | ||
| Growth | 211 | 226 | ||||
| Impact | 173 | 116 | ||||
| Credit | 83 | 73 | ||||
| Real Estate | 100 | 82 | ||||
| Market Solutions | 132 | 9 | ||||
| Net Accrued Performance | $ | 1,280 | $ | 974 |
Net accrued performance was primarily driven by TPG VIII, TPG IX, Asia VII, Growth V and Growth IV as of December 31, 2025 and TPG VII, TPG VIII, Asia VII, Growth IV, Growth V and Rise I as of December 31, 2024.
We also utilize Performance Generating AUM and Performance Eligible AUM as key metrics to understand AUM that could produce performance allocations or fee-related performance revenues. Performance Generating AUM refers to the AUM of funds we manage that are currently above their respective hurdle rate or preferred return, and profit of such funds are being allocated to, or earned by, us in accordance with the applicable limited partnership agreements or other governing agreements. Performance Eligible AUM refers to the AUM that is currently, or may eventually, produce performance allocations or fee-related performance revenues. All funds for which we are entitled to receive a performance allocation, incentive fee or fee-related performance revenue are included in Performance Eligible AUM.
Performance Generating AUM totaled $208.8 billion and $163.4 billion as of December 31, 2025 and December 31, 2024, respectively. Across the investment funds that we manage, Performance Eligible AUM totaled $254.3 billion and $209.3 billion as of December 31, 2025 and December 31, 2024, respectively.
AUM Subject to Fee-Earning Growth
AUM Subject to Fee-Earning Growth represents capital commitments that when deployed have the ability to grow our fees through earning new management fees (AUM Not Yet Earning Fees) or when management fees can be charged at a higher rate as capital is invested or for certain funds as management fee rates increase during the life of a fund (FAUM Subject to Step-Up).
AUM Not Yet Earning Fees represents the amount of capital commitments to TPG’s funds and co-investment vehicles that has not yet been invested or considered active, and as this capital is invested or activated, the fee-paying portion will be included in FAUM. FAUM Subject to Step-Up represents capital raised within certain funds where the management fee rate increases once capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases. FAUM Subject to Step-Up is included within FAUM.
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The table below reflects AUM Subject to Fee-Earning Growth by platform as of December 31, 2025 and December 31, 2024:
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| ($ in millions) | ||||||
| AUM Not Yet Earning Fees: | ||||||
| Capital | $ | 5,481 | $ | 3,088 | ||
| Growth | 4,029 | 2,796 | ||||
| Impact | 981 | 1,928 | ||||
| Credit | 13,463 | 7,613 | ||||
| Real Estate | 3,886 | 3,468 | ||||
| Market Solutions | 818 | 315 | ||||
| Total AUM Not Yet Earning Fees | $ | 28,658 | $ | 19,208 | ||
| FAUM Subject to Step-Up: | ||||||
| Capital | $ | 4,058 | $ | 926 | ||
| Growth | 29 | — | ||||
| Credit | 5,118 | 5,828 | ||||
| Real Estate | 1,713 | 2,183 | ||||
| Market Solutions | 903 | — | ||||
| Total FAUM Subject to Step-Up | 11,821 | 8,937 | ||||
| Total AUM Subject to Fee-Earning Growth | $ | 40,479 | $ | 28,145 |
As of December 31, 2025, AUM Not Yet Earning Fees was $28.7 billion, which primarily consisted of TPG IX, TPG VIII and THP III within the Capital platform, Growth V, TPG Sports and TDM within the Growth platform, Rise Climate I within the Impact platform, Credit Solutions III, MMDL VI and MMDL V within the Credit platform and TRECO within the Real Estate platform.
Associated with FAUM Subject to Step-Up, management fee rates for these respective underlying funds or certain investors range between 0.35% and 1.65% and step-up to rates in the range of 0.47% and 1.75% after capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases. FAUM Subject to Step-Up as of December 31, 2025 relates primarily to TPG X within the Capital platform, MMDL V and Credit Solutions III within the Credit platform and Asia Realty V within the Real Estate platform.
Capital Raised
Capital raised is the aggregate amount of subscriptions and capital raised by our investment funds and co-investment vehicles during a given period, as well as the senior and subordinated notes issued through our CLOs and equity raised through our perpetual vehicles. We believe this measure is useful to investors as it measures access to capital across TPG and our ability to grow our management fee base.
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The table below presents capital raised by platform for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 14,987 | $ | 5,513 | ||||||
| Growth | 5,516 | 1,678 | ||||||||
| Impact | 4,522 | 6,891 | ||||||||
| Credit | 20,773 | 12,423 | ||||||||
| Real Estate | 2,651 | 2,246 | ||||||||
| Market Solutions | 3,036 | 1,372 | ||||||||
| Total Capital Raised | $ | 51,485 | $ | 30,123 |
Capital raised totaled approximately $51.5 billion for the year ended December 31, 2025. This was primarily attributable to the fundraising activities of TPG X within the Capital platform, Growth VI within the Growth platform, Rise Climate II within the Impact platform, Credit Solutions III, MMDL VI, MMDL Continuation I and ABC Evergreen within the Credit platform, TRECO within the Real Estate platform and TGS II and T-POP within the Market Solutions platform during the year ended December 31, 2025.
Available Capital
Available capital is the aggregate amount of unfunded capital commitments and recallable distributions that partners have committed to our funds and co-investment vehicles to fund future investments. Available capital is reduced for investments completed using fund-level subscription-related credit facilities. We believe this measure is useful to investors as it provides additional insight into the amount of capital that is available to our investment funds and co-investment vehicles to make future investments.
The table below presents available capital by platform as of December 31, 2025 and 2024:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ($ in millions) | ||||||
| Capital | $ | 21,776 | $ | 14,345 | ||
| Growth | 7,050 | 5,297 | ||||
| Impact | 9,564 | 9,767 | ||||
| Credit | 18,268 | 12,325 | ||||
| Real Estate | 12,293 | 13,376 | ||||
| Market Solutions | 3,485 | 2,492 | ||||
| Available Capital | $ | 72,436 | $ | 57,602 |
Available capital totaled $72.4 billion as of December 31, 2025, primarily attributable to TPG X, Asia VIII, TPG IX, THP II and TPG VIII within the Capital platform, Growth VI and Growth V within the Growth platform, Rise Climate II within the Impact platform, Credit Solutions III, MMDL VI, MMDL V, MMDL III and TPG Advantage Direct Lending within the Credit platform, TREP IV, Europe Realty IV, TRECO and Asia Realty V within the Real Estate platform and TGS II and Peppertree X within the Market Solutions platform.
Capital Invested
Capital invested is the aggregate amount of capital invested during a given period by our investment funds, co-investment vehicles and CLOs, as well as increases in gross assets of certain perpetual funds. It excludes certain hedge fund activity, but includes investments made using investment financing arrangements like credit facilities, as applicable. We believe this measure is useful to investors as it measures capital deployment across the firm.
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The table below presents capital invested by platform for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 8,410 | $ | 5,934 | ||||||
| Growth | 4,489 | 1,817 | ||||||||
| Impact | 4,159 | 2,171 | ||||||||
| Credit | 24,995 | 16,234 | ||||||||
| Real Estate | 6,115 | 6,330 | ||||||||
| Market Solutions | 3,740 | 458 | ||||||||
| Capital Invested | $ | 51,908 | $ | 32,944 |
Capital invested was $51.9 billion for the year ended December 31, 2025, which was primarily attributable to TPG IX within the Capital platform, Growth VI and TTAD II within the Growth platform, Rise Climate II and Rise Climate I within the Impact platform, ABC Fund II, MMDL V, MITT, ABC Evergreen and MMDL Continuation I within the Credit platform, TRTX and TREP IV within the Real Estate platform and T-POP and TGS I within the Market Solutions platform.
Realizations
Realizations represent proceeds from the disposition of investments and current income, and in the case of credit funds, distributions sourced from realization proceeds.
The table below presents realizations by platform for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 6,248 | $ | 6,706 | ||||||
| Growth | 3,547 | 2,785 | ||||||||
| Impact | 1,825 | 1,408 | ||||||||
| Credit | 7,243 | 7,506 | ||||||||
| Real Estate | 4,048 | 3,841 | ||||||||
| Market Solutions | 460 | 667 | ||||||||
| Total Realizations | $ | 23,371 | $ | 22,913 |
Realizations were $23.4 billion for the year ended December 31, 2025, primarily attributable to realization activities in TPG VII, TPG IX, Asia VI and Asia VII within the Capital platform, Growth IV and Growth V within the Growth platform, Rise II within the Impact platform, MMDL III, MMDL IV and MMDL II within the Credit platform and TREP III and Net Lease Realty III within the Real Estate platform during the year ended December 31, 2025.
Fund Performance Metrics
Fund performance information for our investment funds as of December 31, 2025 is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. These fund performance metrics do not include co-investment vehicles, SMAs or certain other legacy or discontinued funds. Additionally, these fund performance metrics exclude the firm’s CLOs and real estate investment trusts. The fund return information for individual funds reflected in this discussion and analysis is not necessarily indicative of our firmwide performance and is also not necessarily indicative of the future performance of any particular fund. An investment in us is not an investment in any of our funds. This track record presentation is unaudited and does not purport to represent the respective fund’s financial results in accordance with U.S. GAAP. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A.—Risk Factors—Risks Related to Our Business—Our funds’ historical returns should not be considered as indicative of our or our funds’ future results or of any returns expected on an investment in our Class A common stock.”
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The following tables reflect the performance of our selected funds as of December 31, 2025 ($ in millions):
| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Platform: Capital | |||||||||||||||||||||||||||||||
| Capital Funds | |||||||||||||||||||||||||||||||
| Air Partners | 1993 | $ | 64 | $ | 64 | $ | 697 | $ | — | $ | 697 | 81 | % | 10.9x | 73 | % | 8.9x | ||||||||||||||
| TPG I | 1994 | 721 | 696 | 3,095 | — | 3,095 | 47 | % | 4.4x | 36 | % | 3.5x | |||||||||||||||||||
| TPG II | 1997 | 2,500 | 2,554 | 5,010 | — | 5,010 | 13 | % | 2.0x | 10 | % | 1.7x | |||||||||||||||||||
| TPG III | 1999 | 4,497 | 3,718 | 12,360 | — | 12,360 | 34 | % | 3.3x | 26 | % | 2.6x | |||||||||||||||||||
| TPG IV | 2003 | 5,800 | 6,157 | 13,734 | — | 13,734 | 20 | % | 2.2x | 15 | % | 1.9x | |||||||||||||||||||
| TPG V | 2006 | 15,372 | 15,564 | 22,074 | — | 22,074 | 6 | % | 1.4x | 5 | % | 1.4x | |||||||||||||||||||
| TPG VI | 2008 | 18,873 | 19,220 | 33,481 | 58 | 33,539 | 14 | % | 1.7x | 10 | % | 1.5x | |||||||||||||||||||
| TPG VII | 2015 | 10,495 | 10,275 | 22,999 | 1,826 | 24,825 | 26 | % | 2.4x | 19 | % | 2.0x | |||||||||||||||||||
| TPG VIII | 2019 | 11,505 | 10,738 | 5,663 | 14,589 | 20,252 | 22 | % | 1.9x | 15 | % | 1.5x | |||||||||||||||||||
| TPG IX | 2022 | 12,014 | 10,511 | 1,205 | 14,178 | 15,383 | 37 | % | 1.5x | 24 | % | 1.3x | |||||||||||||||||||
| TPG X | 2025 | 10,858 | 598 | — | 1,037 | 1,037 | NM | NM | NM | NM | |||||||||||||||||||||
| Capital Funds | 92,699 | 80,095 | 120,318 | 31,688 | 152,006 | 23 | % | 1.9x | 15 | % | 1.6x | ||||||||||||||||||||
| Asia Funds | |||||||||||||||||||||||||||||||
| Asia I | 1994 | 96 | 78 | 71 | — | 71 | (3 | %) | 0.9x | (10 | %) | 0.7x | |||||||||||||||||||
| Asia II | 1998 | 392 | 764 | 1,669 | — | 1,669 | 17 | % | 2.2x | 14 | % | 1.9x | |||||||||||||||||||
| Asia III | 2000 | 724 | 623 | 3,316 | — | 3,316 | 46 | % | 5.3x | 31 | % | 3.8x | |||||||||||||||||||
| Asia IV | 2005 | 1,561 | 1,603 | 4,089 | — | 4,089 | 23 | % | 2.6x | 17 | % | 2.1x | |||||||||||||||||||
| Asia V | 2007 | 3,841 | 3,257 | 5,440 | 114 | 5,554 | 10 | % | 1.7x | 6 | % | 1.4x | |||||||||||||||||||
| Asia VI | 2012 | 3,270 | 3,285 | 4,810 | 1,706 | 6,516 | 13 | % | 2.0x | 9 | % | 1.6x | |||||||||||||||||||
| Asia VII | 2017 | 4,630 | 4,636 | 4,094 | 4,750 | 8,844 | 18 | % | 1.9x | 11 | % | 1.5x | |||||||||||||||||||
| Asia VIII | 2022 | 5,259 | 3,095 | 473 | 4,105 | 4,578 | 33 | % | 1.6x | 16 | % | 1.3x | |||||||||||||||||||
| Asia Funds | 19,773 | 17,341 | 23,962 | 10,675 | 34,637 | 20 | % | 2.0x | 14 | % | 1.6x | ||||||||||||||||||||
| Healthcare Funds | |||||||||||||||||||||||||||||||
| THP I | 2019 | 2,704 | 2,457 | 891 | 3,195 | 4,086 | 18 | % | 1.6x | 11 | % | 1.4x | |||||||||||||||||||
| THP II | 2022 | 3,576 | 2,013 | 141 | 3,217 | 3,358 | 45 | % | 1.6x | 29 | % | 1.4x | |||||||||||||||||||
| THP III | 1,125 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||||||||
| Healthcare Funds | 7,405 | 4,470 | 1,032 | 6,412 | 7,444 | 24 | % | 1.6x | 14 | % | 1.4x | ||||||||||||||||||||
| Continuation Vehicles | |||||||||||||||||||||||||||||||
| TPG AAF | 2021 | 1,317 | 1,314 | 2,720 | — | 2,720 | 43 | % | 2.1x | 37 | % | 1.9x | |||||||||||||||||||
| TPG AION | 2021 | 207 | 207 | — | 129 | 129 | (10 | %) | 0.6x | (11 | %) | 0.6x | |||||||||||||||||||
| Continuation Vehicles | 1,524 | 1,521 | 2,720 | 129 | 2,849 | 35 | % | 1.9x | 29 | % | 1.7x | ||||||||||||||||||||
| Platform: Growth | |||||||||||||||||||||||||||||||
| Growth Funds | |||||||||||||||||||||||||||||||
| STAR | 2007 | 1,264 | 1,259 | 1,895 | — | 1,895 | 12 | % | 1.5x | 6 | % | 1.3x | |||||||||||||||||||
| Growth II | 2011 | 2,041 | 2,185 | 4,847 | 495 | 5,342 | 21 | % | 2.5x | 15 | % | 2.0x | |||||||||||||||||||
| Growth III | 2015 | 3,128 | 3,382 | 5,117 | 1,787 | 6,904 | 23 | % | 2.0x | 15 | % | 1.6x | |||||||||||||||||||
| Growth IV | 2017 | 3,739 | 3,624 | 4,649 | 3,208 | 7,857 | 20 | % | 2.1x | 14 | % | 1.7x | |||||||||||||||||||
| Gator | 2019 | 726 | 686 | 771 | 508 | 1,279 | 24 | % | 1.9x | 20 | % | 1.7x | |||||||||||||||||||
| Growth V | 2020 | 3,558 | 3,307 | 1,469 | 4,158 | 5,627 | 18 | % | 1.7x | 12 | % | 1.4x | |||||||||||||||||||
| Growth VI | 2023 | 4,285 | 2,118 | 8 | 2,645 | 2,653 | 49 | % | 1.3x | 18 | % | 1.1x | |||||||||||||||||||
| Growth Funds | 18,741 | 16,561 | 18,756 | 12,801 | 31,557 | 19 | % | 1.9x | 13 | % | 1.6x | ||||||||||||||||||||
| Tech Adjacencies Funds | |||||||||||||||||||||||||||||||
| TTAD I | 2018 | 1,574 | 1,497 | 1,179 | 1,333 | 2,512 | 16 | % | 1.6x | 12 | % | 1.4x | |||||||||||||||||||
| TTAD II | 2021 | 3,198 | 3,072 | 656 | 3,827 | 4,483 | 22 | % | 1.5x | 17 | % | 1.4x | |||||||||||||||||||
| TTAD III | 2025 | 566 | 153 | — | 244 | 244 | NM | NM | NM | NM | |||||||||||||||||||||
| Tech Adjacencies Funds | 5,338 | 4,722 | 1,835 | 5,404 | 7,239 | 19 | % | 1.6x | 14 | % | 1.4x | ||||||||||||||||||||
| TDM | 2017 | 1,326 | 601 | — | 1,063 | 1,063 | 11 | % | 1.8x | 8 | % | 1.5x | |||||||||||||||||||
| LSI | 2023 | 410 | 217 | 21 | 201 | 222 | (5 | %) | 1.0x | (25 | %) | 0.8x | |||||||||||||||||||
| TECA | 2025 | 742 | 265 | — | 310 | 310 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG Atlas | 2025 | 752 | 427 | — | 481 | 481 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG Sports | 751 | — | — | — | — | NM | NM | NM | NM |
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| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Platform: Impact | |||||||||||||||||||||||||||||||
| The Rise Funds | |||||||||||||||||||||||||||||||
| Rise I | 2017 | $ | 2,106 | $ | 2,045 | $ | 1,658 | $ | 2,188 | $ | 3,846 | 15 | % | 1.8x | 10 | % | 1.5x | ||||||||||||||
| Rise II | 2020 | 2,176 | 2,077 | 847 | 2,538 | 3,385 | 15 | % | 1.6x | 10 | % | 1.4x | |||||||||||||||||||
| Rise III | 2022 | 2,700 | 2,268 | 285 | 3,262 | 3,547 | 39 | % | 1.6x | 23 | % | 1.3x | |||||||||||||||||||
| The Rise Funds | 6,982 | 6,390 | 2,790 | 7,988 | 10,778 | 18 | % | 1.7x | 11 | % | 1.4x | ||||||||||||||||||||
| Rise Climate Funds | |||||||||||||||||||||||||||||||
| Rise Climate I | 2021 | 7,268 | 6,340 | 1,498 | 7,918 | 9,416 | 25 | % | 1.5x | 15 | % | 1.3x | |||||||||||||||||||
| Rise Climate II(11) | 2025 | 6,625 | 1,444 | — | 1,482 | 1,482 | NM | NM | NM | NM | |||||||||||||||||||||
| Rise Climate Global South(11) | 2025 | 808 | 31 | — | 31 | 31 | NM | NM | NM | NM | |||||||||||||||||||||
| Rise Climate TI | 2025 | 1,313 | 410 | — | 410 | 410 | NM | NM | NM | NM | |||||||||||||||||||||
| Rise Climate Funds | 16,014 | 8,225 | 1,498 | 9,841 | 11,339 | 25 | % | 1.5x | 15 | % | 1.3x | ||||||||||||||||||||
| TSI | 2018 | 333 | 133 | 368 | — | 368 | 35 | % | 2.8x | 25 | % | 2.1x | |||||||||||||||||||
| Evercare | 2019 | 621 | 454 | 116 | 429 | 545 | 3 | % | 1.2x | 0 | % | 1.0x | |||||||||||||||||||
| TPG NEXT(12) | 2023 | 565 | 49 | 3 | 49 | 52 | NM | NM | NM | NM | |||||||||||||||||||||
| Platform: Credit | |||||||||||||||||||||||||||||||
| TPG Credit Solutions | |||||||||||||||||||||||||||||||
| Credit Solutions I | 2019 | 1,805 | 1,801 | 2,125 | 636 | 2,761 | 16 | % | 1.6x | 12 | % | 1.4x | |||||||||||||||||||
| Credit Solutions I Dislocation A | 2020 | 909 | 602 | 795 | — | 795 | 34 | % | 1.3x | 27 | % | 1.3x | |||||||||||||||||||
| Credit Solutions I Dislocation B | 2020 | 308 | 176 | 211 | — | 211 | 28 | % | 1.2x | 21 | % | 1.2x | |||||||||||||||||||
| Credit Solutions II | 2021 | 3,134 | 3,040 | 1,142 | 3,020 | 4,162 | 16 | % | 1.4x | 12 | % | 1.3x | |||||||||||||||||||
| Credit Solutions II Dislocation A | 2022 | 1,310 | 868 | 916 | 120 | 1,036 | 19 | % | 1.2x | 14 | % | 1.2x | |||||||||||||||||||
| Credit Solutions III | 2024 | 6,214 | 1,237 | 14 | 1,474 | 1,488 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG Credit Solutions | 13,680 | 7,724 | 5,203 | 5,250 | 10,453 | 17 | % | 1.4x | 13 | % | 1.3x | ||||||||||||||||||||
| Essential Housing | |||||||||||||||||||||||||||||||
| Essential Housing I | 2020 | 642 | 456 | 577 | — | 577 | 15 | % | 1.3x | 12 | % | 1.2x | |||||||||||||||||||
| Essential Housing II | 2021 | 2,534 | 1,071 | 1,108 | 305 | 1,413 | 16 | % | 1.4x | 12 | % | 1.3x | |||||||||||||||||||
| Essential Housing III | 2024 | 1,619 | 746 | 4 | 830 | 834 | 14 | % | 1.1x | 11 | % | 1.1x | |||||||||||||||||||
| Essential Housing | 4,795 | 2,273 | 1,689 | 1,135 | 2,824 | 16 | % | 1.3x | 12 | % | 1.2x | ||||||||||||||||||||
| Hybrid Solutions | 2025 | 389 | 62 | — | 95 | 95 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG Asset Based Finance | |||||||||||||||||||||||||||||||
| ABC Fund I | 2021 | 1,005 | 904 | 178 | 1,105 | 1,283 | 17 | % | 1.4x | 13 | % | 1.3x | |||||||||||||||||||
| ABC Fund II | 2024 | 1,258 | 932 | 3 | 985 | 988 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG Asset Based Finance | 2,263 | 1,836 | 181 | 2,090 | 2,271 | 17 | % | 1.4x | 13 | % | 1.3x | ||||||||||||||||||||
| TPG Direct Lending(13) | |||||||||||||||||||||||||||||||
| MMDL I | 2015 | 594 | 572 | 846 | — | 846 | 14 | % | 1.6x | 10 | % | 1.4x | |||||||||||||||||||
| MMDL II | 2016 | 1,580 | 1,563 | 2,326 | — | 2,326 | 14 | % | 1.7x | 10 | % | 1.5x | |||||||||||||||||||
| MMDL III | 2018 | 2,751 | 2,547 | 3,669 | — | 3,669 | 13 | % | 1.6x | 10 | % | 1.5x | |||||||||||||||||||
| MMDL IV | 2020 | 2,671 | 2,586 | 1,726 | 1,846 | 3,572 | 14 | % | 1.5x | 10 | % | 1.4x | |||||||||||||||||||
| MMDL IV Annex | 2021 | 797 | 767 | 437 | 566 | 1,003 | 14 | % | 1.4x | 11 | % | 1.3x | |||||||||||||||||||
| MMDL V | 2022 | 3,924 | 2,853 | 401 | 2,892 | 3,293 | 17 | % | 1.2x | 13 | % | 1.2x | |||||||||||||||||||
| MMDL VI | 2025 | 2,214 | 87 | — | 83 | 83 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG Direct Lending | 14,531 | 10,975 | 9,405 | 5,387 | 14,792 | 14 | % | 1.5x | 10 | % | 1.4x | ||||||||||||||||||||
| Continuation Vehicles | |||||||||||||||||||||||||||||||
| MMDL Continuation I | 2025 | 1,207 | 1,123 | 9 | 1,070 | 1,079 | NM | NM | NM | NM | |||||||||||||||||||||
| Continuation Vehicles | 1,207 | 1,123 | 9 | 1,070 | 1,079 | NM | NM | NM | NM |
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| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Platform: Real Estate | |||||||||||||||||||||||||||||||
| TPG Real Estate Partners | |||||||||||||||||||||||||||||||
| TREP II | 2014 | $ | 2,065 | $ | 2,213 | $ | 3,574 | $ | 2 | $ | 3,576 | 28 | % | 1.7x | 18 | % | 1.5x | ||||||||||||||
| TREP III | 2018 | 3,722 | 4,324 | 4,032 | 2,357 | 6,389 | 16 | % | 1.6x | 11 | % | 1.4x | |||||||||||||||||||
| TREP IV | 2022 | 6,820 | 4,581 | 806 | 4,803 | 5,609 | 18 | % | 1.2x | 8 | % | 1.1x | |||||||||||||||||||
| TPG Real Estate Partners | 12,607 | 11,118 | 8,412 | 7,162 | 15,574 | 21 | % | 1.5x | 13 | % | 1.3x | ||||||||||||||||||||
| TPG AG U.S. Real Estate | |||||||||||||||||||||||||||||||
| TPG AG Realty | |||||||||||||||||||||||||||||||
| Realty I | 1994 | 30 | 30 | 65 | — | 65 | 27 | % | 2.2x | 20 | % | 1.9x | |||||||||||||||||||
| Realty II | 1995 | 33 | 33 | 81 | — | 81 | 31 | % | 2.4x | 22 | % | 2.2x | |||||||||||||||||||
| Realty III | 1997 | 61 | 94 | 120 | — | 120 | 5 | % | 1.3x | 3 | % | 1.3x | |||||||||||||||||||
| Realty IV | 1999 | 255 | 332 | 492 | — | 492 | 11 | % | 1.5x | 8 | % | 1.5x | |||||||||||||||||||
| Realty V | 2001 | 333 | 344 | 582 | — | 582 | 32 | % | 1.7x | 26 | % | 1.6x | |||||||||||||||||||
| Realty VI | 2005 | 514 | 558 | 657 | — | 657 | 5 | % | 1.2x | 3 | % | 1.1x | |||||||||||||||||||
| Realty VII | 2007 | 1,257 | 1,675 | 2,544 | — | 2,544 | 17 | % | 1.7x | 12 | % | 1.5x | |||||||||||||||||||
| Realty VIII | 2011 | 1,265 | 2,142 | 2,785 | 105 | 2,890 | 15 | % | 1.6x | 11 | % | 1.4x | |||||||||||||||||||
| Realty IX | 2015 | 1,329 | 1,986 | 2,283 | 226 | 2,509 | 8 | % | 1.4x | 5 | % | 1.3x | |||||||||||||||||||
| Realty Value X | 2018 | 2,775 | 4,588 | 4,208 | 1,497 | 5,705 | 12 | % | 1.4x | 8 | % | 1.2x | |||||||||||||||||||
| Realty Value XI | 2022 | 2,589 | 2,865 | 1,121 | 2,178 | 3,299 | 15 | % | 1.2x | 7 | % | 1.1x | |||||||||||||||||||
| TPG AG Realty | 10,441 | 14,647 | 14,938 | 4,006 | 18,944 | 14 | % | 1.4x | 9 | % | 1.3x | ||||||||||||||||||||
| TPG AG Core Plus Realty | |||||||||||||||||||||||||||||||
| Core Plus Realty I | 2003 | 534 | 532 | 876 | — | 876 | 20 | % | 1.6x | 18 | % | 1.5x | |||||||||||||||||||
| Core Plus Realty II | 2006 | 794 | 1,112 | 1,456 | — | 1,456 | 11 | % | 1.4x | 8 | % | 1.3x | |||||||||||||||||||
| Core Plus Realty III | 2011 | 1,014 | 1,420 | 2,231 | — | 2,231 | 23 | % | 1.8x | 19 | % | 1.6x | |||||||||||||||||||
| Core Plus Realty IV | 2015 | 1,308 | 2,020 | 2,086 | 221 | 2,307 | 5 | % | 1.2x | 2 | % | 1.1x | |||||||||||||||||||
| TPG AG Core Plus Realty | 3,650 | 5,084 | 6,649 | 221 | 6,870 | 15 | % | 1.5x | 11 | % | 1.4x | ||||||||||||||||||||
| TPG Asia Real Estate | |||||||||||||||||||||||||||||||
| Asia Realty | |||||||||||||||||||||||||||||||
| Asia Realty I | 2006 | 526 | 506 | 645 | — | 645 | 6 | % | 1.3x | 3 | % | 1.2x | |||||||||||||||||||
| Asia Realty II | 2010 | 616 | 602 | 1,071 | — | 1,071 | 24 | % | 1.8x | 16 | % | 1.6x | |||||||||||||||||||
| Asia Realty III | 2015 | 847 | 869 | 1,024 | 126 | 1,150 | 11 | % | 1.3x | 6 | % | 1.2x | |||||||||||||||||||
| Asia Realty IV | 2018 | 1,315 | 1,313 | 1,356 | 493 | 1,849 | 14 | % | 1.4x | 9 | % | 1.3x | |||||||||||||||||||
| Asia Realty V | 2022 | 2,007 | 1,106 | 145 | 1,281 | 1,426 | 26 | % | 1.3x | 12 | % | 1.2x | |||||||||||||||||||
| Asia Realty | 5,311 | 4,396 | 4,241 | 1,900 | 6,141 | 13 | % | 1.4x | 8 | % | 1.3x | ||||||||||||||||||||
| Japan Value | |||||||||||||||||||||||||||||||
| Japan Value(14) | 2023 | 417 | 253 | 23 | 270 | 293 | 75 | % | 1.4x | 39 | % | 1.2x | |||||||||||||||||||
| Japan Value | 417 | 253 | 23 | 270 | 293 | 75 | % | 1.4x | 39 | % | 1.2x | ||||||||||||||||||||
| TPG AG Europe Real Estate | |||||||||||||||||||||||||||||||
| Europe Realty I | 2014 | 570 | 1,187 | 1,719 | 8 | 1,727 | 24 | % | 2.0x | 17 | % | 1.7x | |||||||||||||||||||
| Europe Realty II | 2017 | 843 | 1,763 | 1,831 | 453 | 2,284 | 7 | % | 1.4x | 5 | % | 1.3x | |||||||||||||||||||
| Europe Realty III(15) | 2019 | 1,515 | 2,204 | 930 | 1,361 | 2,291 | 7 | % | 1.3x | 3 | % | 1.1x | |||||||||||||||||||
| Europe Realty IV(15) | 2023 | 2,270 | 796 | 171 | 782 | 953 | 141 | % | 1.3x | 7 | % | 1.0x | |||||||||||||||||||
| TPG AG Europe Real Estate | 5,198 | 5,950 | 4,651 | 2,604 | 7,255 | 13 | % | 1.5x | 8 | % | 1.3x | ||||||||||||||||||||
| TPG Net Lease | |||||||||||||||||||||||||||||||
| Net Lease Realty I | 2006 | 159 | 209 | 457 | — | 457 | 18 | % | 2.4x | 14 | % | 2.2x | |||||||||||||||||||
| Net Lease Realty II | 2010 | 559 | 1,060 | 1,854 | — | 1,854 | 16 | % | 2.4x | 11 | % | 2.0x | |||||||||||||||||||
| Net Lease Realty III | 2013 | 1,026 | 2,426 | 3,038 | 409 | 3,447 | 12 | % | 2.0x | 8 | % | 1.6x | |||||||||||||||||||
| Net Lease Realty IV | 2019 | 997 | 1,974 | 1,458 | 905 | 2,363 | 11 | % | 1.4x | 7 | % | 1.3x | |||||||||||||||||||
| Net Lease Realty V | 2024 | 259 | 317 | 184 | 149 | 333 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG Net Lease | 3,000 | 5,986 | 6,991 | 1,463 | 8,454 | 14 | % | 1.9x | 10 | % | 1.6x | ||||||||||||||||||||
| TAC+ | 2021 | 1,797 | 1,275 | 156 | 1,136 | 1,292 | 0 | % | 1.0x | (1 | %) | 1.0x | |||||||||||||||||||
| TRECO | 2024 | 1,786 | 717 | 454 | 326 | 780 | 31 | % | 1.3x | 8 | % | 1.1x |
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| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Platform: Market Solutions | |||||||||||||||||||||||||||||||
| TPG Peppertree Funds | |||||||||||||||||||||||||||||||
| Peppertree I | 2004 | $ | 63 | $ | 44 | $ | 95 | $ | — | $ | 95 | 16 | % | 2.1x | 11 | % | 1.7x | ||||||||||||||
| Peppertree II | 2008 | 24 | 21 | 57 | — | 57 | 30 | % | 2.8x | 20 | % | 2.1x | |||||||||||||||||||
| Peppertree III | 2011 | 55 | 49 | 105 | 4 | 109 | 16 | % | 2.2x | 11 | % | 1.8x | |||||||||||||||||||
| Peppertree IV | 2014 | 132 | 119 | 215 | 40 | 255 | 16 | % | 2.1x | 11 | % | 1.7x | |||||||||||||||||||
| Peppertree V | 2014 | 79 | 63 | 12 | 90 | 102 | 5 | % | 1.6x | 3 | % | 1.3x | |||||||||||||||||||
| Peppertree VI | 2016 | 230 | 204 | 146 | 453 | 599 | 18 | % | 2.9x | 13 | % | 2.2x | |||||||||||||||||||
| Peppertree VII | 2018 | 505 | 460 | 31 | 1,236 | 1,267 | 17 | % | 2.8x | 13 | % | 2.2x | |||||||||||||||||||
| Peppertree VIII | 2020 | 1,000 | 890 | 31 | 1,774 | 1,805 | 16 | % | 2.0x | 11 | % | 1.7x | |||||||||||||||||||
| Peppertree IX | 2022 | 1,500 | 1,299 | 81 | 1,813 | 1,894 | 14 | % | 1.5x | 10 | % | 1.3x | |||||||||||||||||||
| Peppertree X | 2023 | 2,040 | 1,007 | — | 1,307 | 1,307 | 30 | % | 1.3x | 18 | % | 1.2x | |||||||||||||||||||
| TPG Peppertree Funds | 5,628 | 4,156 | 773 | 6,717 | 7,490 | 16 | % | 1.8x | 12 | % | 1.5x | ||||||||||||||||||||
| TPG GP Solutions | |||||||||||||||||||||||||||||||
| TGS I(12) | 2022 | 1,864 | 988 | 15 | 1,266 | 1,281 | 56 | % | 1.3x | 33 | % | 1.2x | |||||||||||||||||||
| TGS II(12) | 1,484 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||||||||
| TPG GP Solutions | 3,348 | 988 | 15 | 1,266 | 1,281 | 56 | % | 1.3x | 33 | % | 1.2x | ||||||||||||||||||||
| NewQuest Funds | |||||||||||||||||||||||||||||||
| NewQuest I(12) | 2011 | 390 | 291 | 767 | — | 767 | 48 | % | 3.2x | 37 | % | 2.3x | |||||||||||||||||||
| NewQuest II(12) | 2013 | 310 | 342 | 686 | 78 | 764 | 24 | % | 2.3x | 19 | % | 1.8x | |||||||||||||||||||
| NewQuest III(12) | 2016 | 541 | 543 | 562 | 215 | 777 | 8 | % | 1.4x | 4 | % | 1.2x | |||||||||||||||||||
| NewQuest IV(12) | 2020 | 1,000 | 964 | 273 | 1,371 | 1,644 | 18 | % | 1.7x | 10 | % | 1.4x | |||||||||||||||||||
| NewQuest V(12) | 2022 | 689 | 467 | 143 | 541 | 684 | 40 | % | 1.6x | 27 | % | 1.3x | |||||||||||||||||||
| NewQuest Funds | 2,930 | 2,607 | 2,431 | 2,205 | 4,636 | 33 | % | 1.9x | 19 | % | 1.5x |
The following table reflects the performance of our significant perpetual funds as of December 31, 2025 ($ in millions):
| Fund | Vintage Year(1) | AUM | Total Return(10) | |||||
|---|---|---|---|---|---|---|---|---|
| Platform: Credit | ||||||||
| TPG Credit Solutions | ||||||||
| Corporate Credit Opportunities(16) | 1988 | $ | 371 | 10 | % | |||
| Essential Housing Evergreen | 400 | NM | ||||||
| TPG Asset Based Finance | ||||||||
| MVP Fund(17) | 2009 | 6,766 | 11 | % | ||||
| ABC Evergreen(17) | 2024 | 3,309 | 25 | % | ||||
| TPG Direct Lending | ||||||||
| TCAP(18) | 2022 | 4,513 | 10 | % | ||||
| MMDL Evergreen | 2022 | 2,693 | 11 | % | ||||
| MMDL Offshore Evergreen | 2024 | 1,268 | 9 | % | ||||
| TPG Advantage Direct Lending | 2025 | 933 | NM | |||||
| TPG Multi-Asset Credit | ||||||||
| Dynamic Credit Income Fund(17) | 1993 | 1,109 | 9 | % | ||||
| Platform: Market Solutions | ||||||||
| T-POP(19) | 2025 | 1,365 | 23 | % |
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_________________
Note:
Past performance is not indicative of future results.
“NM” signifies that the relevant data would not be meaningful. Performance metrics are generally deemed “NM” when, among other reasons, there has been limited time since initial investment.
Performance metrics generally exclude amounts attributable to the fund’s general partner, its affiliated entities and “friends-of-the-firm” entities that generally pay no or reduced management fees and performance allocations. These metrics also represent an average of returns for all included investors and do not necessarily reflect the actual return of any particular investor.
Amounts shown are in U.S. dollars.
Unless otherwise noted, when an investment is made in another currency, (i) Capital Invested is calculated using the exchange rate at the time of the investment, (ii) Unrealized Value is calculated using the exchange rate at the period end and (iii) Realized Value reflects actual U.S. dollar proceeds to the fund.
(1)Vintage Year represents the year in which the fund consummated its first investment (or, if earlier, received its first capital contributions from investors). For platforms other than Credit, for consistency with prior reporting, however, the Vintage Year classification of any fund that held its initial closing before 2018 represents the year of such fund’s initial closing.
(2)Capital Committed represents the amount of inception-to-date commitments a particular fund has received. Certain of our newer vintage funds are actively fundraising and capital committed is subject to change.
(3)Capital Invested represents cash outlays by the fund for its investments, whether funded through investor capital contributions or borrowing under the fund’s credit facility. For Credit funds, Capital Invested represents inception-to-date investor contributed capital net of returned contributions, excluding borrowings under the fund’s credit facility.
(4)Realized Value represents total cash received or earned by the fund in respect of such investment or investments through the period end, including all interest, dividends and other proceeds. For Credit funds, Realized Value represents inception-to-date capital distributed by the fund, including any performance distributions net of recalled distributions, if any.
(5)Unrealized Value, with respect to an investment in a publicly traded security, is based on the closing market price of the security as of the period end on the principal exchange on which the security trades, as adjusted by the general partner for any restrictions on disposition. Unrealized Value, with respect to an investment that is not a publicly traded security, represents the general partner’s estimate of the unrealized fair value of the fund’s investment. Unrealized Value, with respect to Credit funds, represents the ending NAV for such fund, which is the period end ending capital balances of the investors and general partner. Valuations entail a degree of subjectivity, and therefore actual value may differ from such estimated value and these differences may be material and adverse. Except as otherwise noted, valuations are as of the period end.
(6)Total Value is the sum of Realized Value and Unrealized Value of investments.
(7)Gross internal rate of return (“Gross IRR”) and Gross multiple of money (“Gross MoM”) represent investment level performance by the fund and incorporates the impact of fund level credit facilities, to the extent utilized by the fund. Gross IRR and Gross MoM exclude management fees, fund expenses (other than interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments) and performance allocations. Gross IRR is the discount rate at which (i) the present value of all Capital Invested in an investment or investments is equal to (ii) the present value of all realized and unrealized returns from such investment or investments.
(8)Net IRR represents the compound annualized return rate (i.e., the implied discount rate) of a fund, which is calculated using investor cash flows in the fund, including cash received from capital called from investors, cash distributed to investors and the investors’ ending capital balances as of the period end. Net IRR is the discount rate at which (i) the present value of all capital contributed by investors to the fund (which excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital) is equal to (ii) the present value of all cash distributed to investors and the investors’ ending capital balances.
(9)Net MoM represents the multiple-of-money on contributions to the fund by investors. Net MoM is calculated as the sum of cash distributed to investors and the investors’ ending capital balances as of the period end, divided by the amount of capital contributed to the fund by investors (which amount excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital).
(10)Total Return represents net performance data for investors (excluding certain classes/series with special fee arrangements), net of all expenses including actual quarterly management fees payable by the fund and the accrual of carried interest to the general partner.
(11)The Rise Climate Global South Fund excludes a $500 million commitment ($444 million of which was closed as of December 31, 2025) from ALTÉRRA Transformation LP made to a separate vehicle for purposes of deploying catalytic capital in connection with investments located in the Global South made by the Rise Climate II Fund and the Rise Climate Global South Fund.
(12)Unless otherwise specified, the fund performance information presented above for certain funds is, due to the nature of their strategy, as of September 30, 2025.
(13)Each TPG Direct Lending fund is comprised of four vehicles: onshore levered, onshore unlevered, offshore levered and offshore unlevered. Capital Committed, Capital Invested, Realized Value, Unrealized Value and Total Value for each fund are presented on a consolidated basis across the four vehicles. Performance metrics are presented only for the onshore levered vehicle of each fund. The Net IRRs and Net MoMs for TPG Direct Lending funds on a consolidated basis were: (i) for the onshore unlevered vehicles, 7% and 1.3x, (ii) for the offshore levered vehicles, 9% and 1.3x and (iii) for the offshore unlevered vehicles, 7% and 1.2x.
(14)Japanese-Yen denominated fund. Commitments, Capital Invested and Realized Value are calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable.
(15)Includes Euro denominated fund entity with Commitments, Capital Invested and Realized Value calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable. Performance metrics only reflects capital committed in U.S. dollars, which represents the majority of capital committed to each fund. Net IRR and Net MoM were: (i) for the euro-denominated vehicle of Europe Realty III, 1% and 1.0x and (ii) for the euro-denominated vehicle of Europe Realty IV, 9% and 1.0x
(16)Total Return includes onshore investors participating directly through the master fund and investors through the offshore vehicle. Total Return for the offshore vehicle was 5%.
(17)Total Returns for onshore funds only. Total Returns for the offshore vehicles were: (i) for the MVP Fund, 11%, (ii) for ABC Evergreen, 24% and (iii) for Dynamic Credit Income Fund (formerly Super Fund), 8%.
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(18)Total Return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested) divided by the beginning NAV per share. Inception-to-date figures for Class I, Class D and Class S shares use the initial offering price per share as the beginning NAV. Total Return presented is for Class I and is prior to the impact of any potential upfront placement fees. An investment in TCAP is subject to a maximum upfront placement fee of 1.5% for Class D and 3.5% for Class S, which would reduce the amount of capital available for investment, if applicable. There are no upfront placement fees for Class I shares. Total Return has been annualized for periods less than or greater than one year.
(19)T-POP Total Return reflects a per unit return based on Class R-I, including reinvestment of any dividends received during the period (if applicable), and no upfront selling commission, net of all fees and expenses incurred by T-POP. Total Return for Class R-S is 23%.
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Liquidity and Capital Resources
We have historically derived revenues primarily from third-party assets under management and have required limited capital resources to support the working capital or operating needs of our business. We believe that our current sources of liquidity described below are sufficient to meet our projected capital needs and other obligations as they arise for at least the next twelve months. To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of our existing investors will be diluted. The incurrence of additional debt financing would result in incremental debt service obligations, and any future instruments governing such debt could include operating and financial covenants that could restrict our operations.
As of December 31, 2025, our total liquidity was $2,906.1 million, comprised of $826.1 million of cash and cash equivalents, excluding $13.2 million of restricted cash, as well as $1,750.0 million, $30.0 million and $300.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility, Subordinated Credit Facility and 364-Day Credit Facility, respectively. Total cash of $839.3 million as of December 31, 2025 includes $136.4 million of cash that is attributable to the TPG Operating Group and on balance sheet securitization vehicles.
Sources of Liquidity
We have multiple sources of liquidity to meet our capital needs, including:
•cash generated by our operating activities, such as management fees, monitoring, transaction and other fees, realized capital allocation-based income and investment sales from our consolidated funds;
•cash received from investing activities, including amounts received from notes receivable from affiliates; and
•cash received from our financing activities, including cash and funds available under our credit facilities.
Cash, Cash Equivalents and Restricted Cash
Our consolidated cash, cash equivalents and restricted cash totaled approximately $839.3 million at December 31, 2025.
Credit Facilities
Senior Unsecured Revolving Credit Facility
In March 2011, TPG Holdings, L.P. entered into a $400.0 million credit facility (as amended, the “Senior Unsecured Revolving Credit Facility”). As of March 31, 2025, the Senior Unsecured Revolving Credit Facility, as amended May 2018, November 2020, November 2021, July 2022, August 2022 and September 2023, had aggregate revolving commitments of $1.2 billion and with a maturity date of September 26, 2028.
In May 2025, we amended the Senior Unsecured Revolving Credit Facility to extend the maturity date to May 1, 2030 and increased the size of the Senior Unsecured Revolving Credit Facility to $1.65 billion. In June 2025, we further amended the Senior Unsecured Revolving Credit Facility to increase the size of the Senior Unsecured Revolving Credit Facility to $1.75 billion. During the year ended December 31, 2025, borrowings and repayments under the Senior Unsecured Revolving Credit Facility totaled $630.0 million. In February 2026, we borrowed $400.0 million, resulting in $1.35 billion available to be borrowed under the terms of the Senior Unsecured Revolving Credit Facility.
Dollar-denominated principal amounts outstanding under the Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.20% per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin not to exceed 1.20%. We are also required to pay a quarterly commitment fee on the unused commitments under the Senior Unsecured Revolving Credit Facility not to exceed 0.15% per annum, as well as certain customary fees for any issued letters of credit.
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Senior Notes
On August 14, 2025, the Notes Issuer issued in an SEC-registered offering $500.0 million aggregate principal amount of Senior Notes due 2036 (the “2036 Senior Notes”). The 2036 Senior Notes will mature on January 15, 2036, unless earlier accelerated, redeemed or repurchased. The 2036 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and unsubordinated obligations of the Notes Issuer and the Guarantors. The 2036 Senior Notes bear interest at a rate of 5.375% per annum. Interest on the 2036 Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The 2036 Senior Notes contain certain covenants, which, subject to certain limitations, restrict the ability of the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries.
On March 5, 2024, the Notes Issuer issued in an SEC-registered offering $600.0 million aggregate principal amount of Senior Notes due 2034 (the “2034 Senior Notes” and, collectively with the 2036 Senior Notes, the “Senior Notes”). The 2034 Senior Notes will mature on March 5, 2034, unless earlier accelerated, redeemed or repurchased. The 2034 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and unsubordinated obligations of the Notes Issuer and the Guarantors. The 2034 Senior Notes bear interest at a rate of 5.875% per annum. Interest on the 2034 Senior Notes is payable semi-annually in arrears on March 5 and September 5 of each year, beginning on September 5, 2024. The 2034 Senior Notes contain certain covenants as set forth in the 2034 Senior Notes’ Indenture and First Supplement Indenture, which, subject to certain limitations, restrict the ability of the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries.
The payment of the principal of, premium, if any, and interest on the Senior Notes and the payment of any Senior Notes guarantee will:
•rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness, liabilities and other obligations of the Notes Issuer or the relevant Guarantor, including indebtedness under the Amended Senior Unsecured Revolving Credit Facility;
•rank senior in right of payment to all existing and future subordinated indebtedness, liabilities and other obligations of the Notes Issuer or the relevant Guarantor;
•be effectively subordinated to all existing and future secured indebtedness of the Notes Issuer or the relevant Guarantor, to the extent of the value of the assets securing such indebtedness; and
•be effectively subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations of each subsidiary of the Issuer or the relevant Guarantor that is not itself the Notes Issuer or a Guarantor.
Subordinated Notes
On March 4, 2024, the Notes Issuer issued in an SEC-registered offering $400.0 million aggregate principal amount of Fixed-Rate Junior Subordinated Notes due 2064 (the “Subordinated Notes”). The Subordinated Notes bear interest at a rate of 6.950% per annum. Interest on the Subordinated Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2024, subject to the Notes Issuer’s right, on one or more occasions, to defer the payment of interest on the notes for up to five consecutive years. The Subordinated Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and subordinated obligations of the Notes Issuer and the Guarantors. The Subordinated Notes will mature on March 15, 2064, unless earlier accelerated, redeemed or repurchased. The Subordinated Notes may be redeemed at the Notes Issuer’s option (i) in whole at any time or in part from time to time on or after March 15, 2029 at a redemption price equal to their principal amount plus any accrued and unpaid interest, (ii) upon occurrence of a Tax Redemption Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 100% of their principal amount plus any accrued and unpaid interest or (iii) in whole, but not in part, at any time prior to March 15, 2029, upon the occurrence of a Rating Agency Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 102% of their principal amount plus any accrued and unpaid interest. The Subordinated Notes contain certain covenants as set forth in the Subordinated Notes’ Indenture and First Supplemental Indenture, which, subject to certain limitations, restrict the ability of
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the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries.
The payment of the principal of, premium, if any, and interest on the Subordinated Notes and the payment of any Subordinated Notes guarantee will:
•be subordinate and rank junior in right of payment to all existing and future senior indebtedness, including indebtedness under the Senior Unsecured Revolving Credit Facility;
•rank equally in right of payment with all existing and future parity indebtedness;
•be effectively subordinated to all existing and future secured indebtedness of the Notes Issuer or the relevant Guarantor, to the extent of the value of the assets securing such indebtedness; and
•be effectively subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations (including policyholder liabilities and other payables) of each subsidiary of the Notes Issuer or the relevant Guarantor that is not itself the Notes Issuer or a Guarantor.
Secured Notes
Our Secured Notes are issued using on-balance sheet securitization vehicles. The Secured Notes are required to be repaid only from collections on the underlying securitized equity method investments and restricted cash of the securitization vehicles. The Secured Notes are separated into two tranches. Tranche A Secured Notes (the “Series A Secured Notes”) were issued in May 2018 at a fixed rate of 5.33% with an aggregate principal balance of $200.0 million due June 20, 2038, with interest payable semiannually. Tranche B Secured Notes (the “Series B Secured Notes” or, collectively with the Series A Secured Notes, the “Secured Notes”) were issued in October 2019 at a fixed rate of 4.75% with an aggregate principal balance of $50.0 million due June 20, 2038, with interest payable semiannually. The Secured Notes contain an optional redemption feature giving us the right to call the notes in full or in part, subject to a prepayment penalty if called before May 2023. If the Secured Notes are not redeemed on or prior to June 20, 2028, we will pay additional interest equal to 4.00% per annum.
The Secured Notes contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and financial covenants and limitations on certain consolidations, mergers and sales of assets. As of December 31, 2025, we were in compliance with these covenants and conditions.
Subordinated Credit Facility
In August 2014, one of our consolidated subsidiaries entered into two $15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of TPG Operating Group. In August 2025, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2026 to August 2027. The interest rate for borrowings under the Subordinated Credit Facility is calculated at a term Secured Overnight Financing Rate (“SOFR”) rate plus a 0.10% per annum adjustment and 2.25%.
During the year ended December 31, 2025, the subsidiary borrowed and made repayments of $55.0 million on the Subordinated Credit Facility, resulting in a zero balance outstanding at December 31, 2025.
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364-Day Credit Facility
On April 14, 2023, a consolidated subsidiary of the Company entered into a 364-day revolving credit facility (the “364-Day Credit Facility”) with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $150.0 million. Borrowings under the 364-Day Credit Facility are subject to one of three interest rates depending on the type of drawdown requested. Alternate Base Rate (“ABR”) loans are denominated in U.S. Dollars and subject to a variable interest rate computed daily as the higher of the Federal Funds Rate plus 0.50% or the one-month Term SOFR plus 1.00%, plus an applicable margin of between 1.00% and 2.00%, depending on the term of the loan. Term Benchmark Loans may be denominated in U.S. Dollars or Euros, and are subject to a fixed interest rate computed as the SOFR rate for a period comparable to the term of the loan in effect two business days prior to the date of borrowing, plus an applicable margin of between 2.00% and 3.00%, depending on the term of the loan. Risk-Free Rate (“RFR”) loans are denominated in Sterling and subject to a fixed interest rate computed daily as the Sterling Overnight Index Average (“SONIA”) in effect five business days prior to the date of borrowing, plus an applicable margin of between 2.00% and 3.00%, depending on the term of the loan. The subsidiary is also required to a pay a quarterly facility fee equal to 0.30% per annum of the total facility capacity of $150.0 million, as well as certain customary fees for any issued loans.
The Company entered into an equity commitment letter in connection with the 364-Day Credit Facility, committing to provide capital contributions, if and when required, to the consolidated subsidiary throughout the life of the facility. In April 2025, the consolidated subsidiary amended the 364-Day Credit Facility to increase the aggregate principal amount of the existing commitments to $300.0 million and extend the commitment termination date to April 11, 2026.
During the year ended December 31, 2025, the subsidiary borrowed $154.0 million and made repayments of $206.0 million on the 364-Day Credit Facility, resulting in a zero balance outstanding at December 31, 2025.
Our Liquidity Needs
We expect that our primary liquidity needs include cash required to:
•support our working capital needs;
•fund cash operating expenses, including compensation and contingencies, including for clawback obligations or litigation matters;
•service debt obligations, including the payment of obligations at maturity, on interest payment dates or upon redemption, as well as any contingent liabilities that may give rise to future cash payments;
•continue growing our businesses, including seeding new strategies, pursuing strategic investments or acquisitions, funding our capital commitments made to existing and future funds and co-investments, meeting any net capital requirements of our broker-dealer or funding obligations of our capital markets business and otherwise supporting investment vehicles that we sponsor;
•pay amounts that may become due under the Tax Receivable Agreement;
•pay earnouts and contingent cash consideration associated with our acquisitions;
•pay cash dividends in accordance with our dividend policy for our Class A common stock;
•warehouse investments or seed portfolios for the benefit of one or more of our funds or other investment vehicles pending the expected contribution of committed capital by the investors in such vehicles and advance capital to them for other operational needs;
•manage risk retention for CLOs;
•address capital needs of regulated and other subsidiaries, including our broker-dealer;
•settle tax withholding obligations in connection with net share settlements of equity-based awards; and
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•exchange Common Units pursuant to the Exchange Agreement or repurchase or redeem other securities issued by us.
Contractual Obligations
In the ordinary course of business, we enter into contractual arrangements that require future cash payments. The following table sets forth information regarding our anticipated future cash payments under our contractual obligations as of December 31, 2025 (in thousands):
| Payments Due by Period | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 and Thereafter | ||||||||||||||||||||
| Debt obligations(1) | $ | 1,750,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,750,000 | ||||||||||||
| Interest on debt obligations(2) | 2,055,663 | 100,795 | 102,960 | 107,960 | 112,960 | 262,688 | 1,368,300 | |||||||||||||||||||
| Capital commitments(3) | 595,895 | 595,895 | — | — | — | — | — | |||||||||||||||||||
| Operating lease obligations(4) | 898,175 | 6,020 | 85,898 | 88,345 | 85,749 | 80,286 | 551,877 | |||||||||||||||||||
| Repurchase agreements | 88,195 | 29,442 | 26,520 | 32,233 | — | — | — | |||||||||||||||||||
| Total contractual obligations | $ | 5,387,928 | $ | 732,152 | $ | 215,378 | $ | 228,538 | $ | 198,709 | $ | 342,974 | $ | 3,670,177 |
_________________
(1)Debt obligations presented in the table reflect scheduled principal payments related to the Secured Notes, 2034 Senior Notes, 2036 Senior Notes and Subordinated Notes.
(2)Estimated interest payments on our debt obligations include estimated future interest payments based on the terms of the debt agreements. See Note 11 to the Consolidated Financial Statements for further discussion of these debt obligations.
(3)Capital commitments represent our obligations to provide general partner capital funding to the TPG funds. These amounts are generally due on demand, and accordingly, have been presented as obligations payable in the “2026” column. We generally utilize proceeds from return of capital distributions and proceeds from our Secured Notes to help fund these commitments.
(4)Net of tenant improvement allowances.
Additional Contingent Obligations
As of December 31, 2025 and December 31, 2024, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $7.9 million and $5.5 million, respectively, primarily related to Asia V, for which a performance allocation reserve was recorded within other liabilities in the Consolidated Statements of Financial Condition. During the year ended December 31, 2025, the general partners made no payments on the clawback liability. Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback as of December 31, 2025 and December 31, 2024 would be $2,456.5 million and $2,140.4 million, respectively.
As of December 31, 2025 and December 31, 2024, we had guarantees outstanding totaling $168.4 million and $137.5 million, respectively, related to a third-party lending program that enables certain of our eligible employees to obtain financing for capital contributions into TPG funds with a maximum potential exposure of $348.7 million and $192.9 million, respectively.
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Dividends
The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of our Executive Committee and Board of Directors.
| Date Declared | Record Date | Payment Date | Dividend per Class A Common Share | ||||
|---|---|---|---|---|---|---|---|
| May 8, 2024 | May 20, 2024 | June 3, 2024 | $ | 0.41 | |||
| August 6, 2024 | August 16, 2024 | August 30, 2024 | 0.42 | ||||
| November 4, 2024 | November 14, 2024 | December 2, 2024 | 0.38 | ||||
| February 11, 2025 | February 21, 2025 | March 7, 2025 | 0.53 | ||||
| Total 2024 Dividend Year (through Q4 2024) | $ | 1.74 | |||||
| May 7, 2025 | May 19, 2025 | June 2, 2025 | $ | 0.41 | |||
| August 6, 2025 | August 18, 2025 | September 2, 2025 | 0.59 | ||||
| November 4, 2025 | November 14, 2025 | December 1, 2025 | 0.45 | ||||
| February 5, 2026 | February 19, 2026 | March 5, 2026 | 0.61 | ||||
| Total 2025 Dividend Year (through Q4 2025) | $ | 2.06 |
Tax Receivable Agreement
The future exchanges by owners of Common Units for cash from a substantially concurrent public offering, reorganization or private sale (based on the price per share of the Class A common stock on the day before the pricing of such public offering or private sale) or, at our election, for shares of our Class A common stock on a one-for-one basis (or, in certain cases, for shares of nonvoting Class A common stock) are expected to produce or otherwise deliver to us favorable tax attributes that can reduce our taxable income. We (and our wholly-owned subsidiaries) are a party to a tax receivable agreement, under which generally we (or our wholly-owned subsidiaries) are required to pay the beneficiaries of the Tax Receivable Agreement 85% of the applicable cash savings, if any, in U.S. federal, state and local income tax that we actually realize or, in certain circumstances, are deemed to realize as a result of the Covered Tax Items. We generally retain the benefit of the remaining 15% of the applicable tax savings. The payment obligations under the Tax Receivable Agreement are obligations of TPG Inc. (or our wholly-owned subsidiaries), and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial.
Pursuant to the Exchange Agreement, certain holders of Common Units, including certain partners and employees, are authorized to exchange Common Units for an equal number of shares of Class A common stock. During the years ended December 31, 2025 and 2024, certain holders of Common Units exchanged Common Units for an equal number of shares of Class A common stock resulting in the issuance of shares of Class A common stock and the cancellation of an equal number of shares of Class B common stock for no additional consideration as follows:
| Exchange Date | Class A Common Stock Issued | |
|---|---|---|
| 2024 Exchanges(a) | ||
| February 27, 2024 | 17,704,987 | |
| May 21, 2024 | 1,998,593 | |
| August 19, 2024 | 1,042,119 | |
| November 15, 2024 | 5,155,425 | |
| 2025 Exchanges(a) | ||
| February 24, 2025 | 9,786,354 | |
| May 21, 2025 | 21,000,000 | |
| August 19, 2025 | 5,153,040 |
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_________________
(a) The issuance of the shares of Class A common stock to such holders of Common Units was registered pursuant to the Company’s registration statements on Form S-3 filed on November 2, 2023 and September 13, 2024.
These exchanges resulted in an increase in the tax basis of our investment in the TPG Operating Group and are subject to the Tax Receivable Agreement. During the year ended December 31, 2025, we recognized an additional liability associated with the Tax Receivable Agreement in the amount of $476.1 million in connection with the Exchange Agreement. As of December 31, 2025 and December 31, 2024, Tax Receivable Agreement liability, which is included in due to affiliates in the Consolidated Statements of Financial Condition, was $495.1 million and $308.9 million, respectively.
Net Cash Flows
The following table presents a summary of our cash flows for the periods presented:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ($ in thousands) | ||||||
| Net cash provided by operating activities | $ | 1,032,395 | $ | 532,146 | ||
| Net cash used in investing activities | (263,956) | (44,465) | ||||
| Net cash used in financing activities | (750,360) | (344,860) | ||||
| Net change in cash, cash equivalents and restricted cash | 18,079 | 142,821 | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 821,192 | 678,371 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 839,271 | $ | 821,192 |
Operating Activities
Operating activities provided $1,032.4 million and $532.1 million of cash for the years ended December 31, 2025 and 2024, respectively. Key drivers consisted of performance allocation and co-investment proceeds totaling $2,291.8 million and $1,460.5 million for the years ended December 31, 2025 and 2024, respectively. This was partially offset by other changes in operating assets and liabilities for the years ended December 31, 2025 and 2024.
Investing Activities
Investing activities used $264.0 million and $44.5 million of cash during the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, cash used in investing activities was primarily related to the acquisition of Peppertree, which was completed in July 2025, and purchases of fixed assets. Cash used in investing activities during the year ended December 31, 2024 was primarily related to the payment of cash consideration to the sellers of Angelo Gordon as a result of post close net working capital adjustments and purchases of fixed assets.
Financing Activities
Financing activities used $750.4 million and $344.9 million of cash during the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, cash used by financing activities was primarily related to the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries and withholding taxes paid on net settlement of equity-based awards, partially offset by net proceeds from the issuance of the 2036 Senior Notes in August 2025 and proceeds, net of repayment from the Senior Unsecured Revolving Credit Facility. During the year ended December 31, 2024, cash used by financing activities is primarily related to the 2034 Senior Notes and Subordinated Notes offerings, partially offset by repayment of our outstanding borrowings under our Senior Unsecured Revolving Credit Facility and senior unsecured term loan and by the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries.
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Supplemental Guarantor Financial Information
The Subordinated Notes issued by the Notes Issuer are guaranteed on a junior, unsecured basis by the Guarantors, and the Senior Notes issued by the Notes Issuer are guaranteed on a senior, unsecured basis by the Guarantors. As used herein, “Obligor Group” means the Notes Issuer and the Guarantors on a combined basis. The Guarantors fully and unconditionally guarantee payments of principal, premium, if any, and interest (i) on the Subordinated Notes on a subordinated, unsecured basis and (ii) on the Senior Notes on a senior, unsecured basis. See Note 11 of the Consolidated Financial Statements for further discussion on these debt obligations.
The Obligor Group entities are holding companies in which the primary assets are the ownership interests in certain consolidated subsidiaries. Accordingly, the Obligor Group has no independent means of generating revenue or cash flow, and its ability to service its debt and guarantee obligations depends upon the results of operations and cash flows of its consolidated subsidiaries. As of December 31, 2025 and December 31, 2024, the Obligor Group held investments in its non-guarantor subsidiaries of $3.4 billion and $3.1 billion, respectively, and recognized income from investments in its non-guarantor subsidiaries of $1.4 billion for the year ended December 31, 2025. In addition, in connection with any distribution by the consolidated subsidiaries, the Obligor Group would only receive its proportionate share of such distribution.
The following summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the Obligor Group and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP. The tables present summarized financial information of the Obligor Group on a combined basis after elimination of intercompany transactions and balances within the Obligor Group as of December 31, 2025 and December 31, 2024 and for the year ended December 31, 2025.
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ($ in thousands) | ||||||
| Summarized Obligor Group Assets and Liabilities | ||||||
| Assets, less receivables from non-guarantor subsidiaries | $ | 1,250,242 | $ | 448,271 | ||
| Due from related parties, excluding non-guarantor subsidiaries | 459 | 3,006 | ||||
| Due from non-guarantor subsidiaries | 157,758 | 173,709 | ||||
| Liabilities, less payables to non-guarantor subsidiaries | 1,964,844 | 1,265,061 | ||||
| Due to related parties, excluding non-guarantor subsidiaries | 511,968 | 318,952 | ||||
| Due to non-guarantor subsidiaries | 27,508 | 27,119 | ||||
| Non-controlling interests in Obligor Group Assets and Liabilities | (633,381) | (669,389) |
| Year Ended December 31, 2025 | ||
|---|---|---|
| ($ in thousands) | ||
| Summarized Obligor Group Revenues, Net Income (Loss) and Non-Controlling Interests | ||
| Revenues from Obligor Group | $ | (30,264) |
| Net loss from Obligor Group's revenues and expenses | (200,544) | |
| Net loss attributable to non-controlling interests associated with Obligor Group's revenues and expenses | (72,756) |
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements, as defined in Regulation S-K.
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Critical Accounting Estimates
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities in our Consolidated Financial Statements. We regularly assess these estimates; however, actual amounts could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.
An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions that are most critical to understanding and evaluating our reported financial results are: revenue recognition, fair value measurements, business combinations and intangible assets.
Revenues
We recognize revenue in accordance with ASC 606. Revenue is recognized in a manner that depicts the transfer of promised goods or services to customers and for an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. We are required to 1) identify our contracts with customers, 2) identify the performance obligations in a contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract and 5) recognize revenue when (or as) we satisfy a performance obligation. In determining the transaction price, variable consideration is included 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. When another party is involved in providing goods or services to the customer, the guidance requires us to assess whether we are the principal versus the agent in the arrangement based on the notion of control, which affects recognition of revenue on a gross or net basis. Essentially all of our revenue and operations are directly or indirectly supporting affiliated investment funds and are derived from or related to their underlying investments.
Management fees related to our funds are generally based on a fixed percentage of the committed capital, net funded capital commitments, cost of investments or Net Asset Value (“NAV”), or actively invested capital. The corresponding fee calculations are primarily objective in nature and therefore do not require the use of significant estimates or assumptions. Management fee calculations based on NAV depend on the fair value of the underlying investments within the respective investment vehicle. Estimates and assumptions are made when determining the fair value of the underlying investments and could vary depending on the valuation methodology that is used. See “Fair Value Measurements” below for further discussion on the judgment required for determining the fair value of underlying investments.
Incentive fees within the scope of the revenue guidance are generally calculated as a percentage of the profits earned in respect of certain accounts for which we are the investment adviser, subject to the achievement of minimum return levels or performance benchmarks. Incentive fees are typically subject to reversal until the end of a defined performance period, as these fees are affected by changes in the fair value of the AUM over such performance period. Moreover, incentive fees that are received prior to the end of the defined performance period are typically subject to clawback, net of tax. We recognize incentive fee revenue only when these amounts are no longer subject to significant reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period.
Incentive fees structured as performance allocations are accounted for under the equity method of accounting.
For open-ended funds, we calculate revenue based on a percentage of annual fund profits, reduced by minimum return hurdles, and subject to prior year loss carry-forwards. Performance allocations for open-end funds are either paid in the first quarter following the performance year or during the calendar year if there are investor redemptions, and are generally not subject to repayment by the Company. Performance allocations attributed to certain non-liquid investments (“side pocket investments”) owned by open-ended funds are paid when the associated side pocket investments are realized.
For closed-ended funds, Capital Allocation-Based Income is a disproportionate allocation (typically 20%) of performance allocations. Certain funds will allocate performance allocations to us, based on cumulative fund performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to limited partner preferred returns or high watermarks, where applicable, in accordance with the terms set forth in each respective fund’s governing documents. We recognize income attributable to performance allocations from a fund based on the
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amount that would be due to us pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date. Accordingly, the amount recognized as performance allocation income reflects our share of the gains and losses of the associated fund’s underlying investments measured at their then-fair values, relative to the fair values as of the end of the prior period. Performance allocations are generally realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents. For any given period, performance allocations on our consolidated statements of operations may include reversals of previously recognized amounts due to a decrease in the value of a particular fund that results in a decrease of cumulative performance allocations earned to date. Since fund minimum level of returns are cumulative, previously recognized performance allocations also may be reversed in a period of appreciation that is lower than the particular fund’s minimum return levels. Each fund is considered separately in this regard and, for a given fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments, at their then current fair values, previously recognized and distributed performance allocation would be required to be returned, a liability is established for the potential clawback obligation. Our actual obligation, however, would not become payable or realized until the end of a fund’s life.
Fair Value Measurements
GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace—including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of their fair values, as follows:
•Level I—Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.
•Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments generally classified in this category include securities with less liquidity traded in active markets, securities traded in other than active markets, corporate bonds and loans, and government and agency securities.
•Level III—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument.
The fair value of the investments held by TPG funds is the primary input to the calculation of certain of our management fees, incentive fees, capital allocation based income, and performance allocation compensation. The TPG funds are accounted for as investment companies in accordance with ASC 946 and reflect their investments, including majority-owned and controlled investments, at fair value. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, management’s determination of fair value is based on the best information available in the circumstances, which may incorporate management’s own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.
TPG has also elected the fair value option for certain other proprietary investments. TPG is required to measure certain financial instruments at fair value, including equity securities and derivatives.
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Fair Value of Investments or Instruments that are Exchange Traded
Securities that are exchange traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities will include legal restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144. A discount to publicly traded price may be appropriate in those cases; the amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.
Fair Value of Investments or Instruments that are not Exchange Traded
In the absence of observable market prices, we rely on valuation methodologies that primarily employ management’s determination as to fair value based off of available information and management’s own assumptions about the business. These assumptions involve a significant degree of judgement, taking into consideration a combination of internal and external factors.
Equity Investments. We determine the fair value of our equity investments using the market approach, income approach or some combination of both. We primarily use the market approach for determining the fair values of our investments. The market approach relies upon valuations for comparable public companies, transactions or assets, and thus requires that we use our discretion to identify comparable companies, transactions and assets. We may also choose to incorporate a secondary methodology, generally used to corroborate the results of the market approach. This would typically be the income approach, which provides an indication of fair value based on the present value of cash flows that a business, security or property is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method, which includes significant assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate or exit multiple. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including direct capitalization method, option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability weighted methods or recent round of financing.
Credit Investments. The fair values of credit-oriented investments are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Investments in distressed debt and corporate loans and bonds, we generally determine fair value by comparing against similar investments. We review and analyze the prices obtained from external pricing sources to evaluate their reliability and accuracy, and at times exclude vendor prices and broker quotations that we believe do not reflect fair value. Certain credit financial instruments may not trade or prices are not readily available, or trade infrequently and, when they are traded, the price may be unobservable and, as a result, multiple external pricing sources may not be available. In such instances, we may use an internal pricing model as either a corroborating or sole data point in determining the price. We generally engage specialized third-party valuation service providers to assess and corroborate the valuation of a selection of the investments on a periodic basis.
Management Process on Fair Value
Due to the importance of fair value throughout the Consolidated Financial Statements and the significant judgment required to be applied in arriving at those fair values, we have developed a process around valuation that incorporates several levels of approval and review from both internal and external sources. Investments held by TPG funds and investment vehicles are valued on at least a quarterly basis by our internal valuation or asset management teams, which are independent from our investment teams.
For investments valued utilizing a forward-looking market approach and/or income method, and where TPG has information rights, we generally have a direct line of communication with each of the portfolio company finance teams and collect financial data used to support projections used in the analysis. The respective product’s valuation team or deal team then analyzes the data received and updates the valuation models, reflecting any changes in the underlying forecast, cash flow projections, weighted-average cost of capital, exit multiple and any other valuation input relevant economic conditions.
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The results of all valuations of investments held by TPG funds and investment vehicles are initially reviewed and approved by the relevant subcommittee. Each subcommittee is comprised of at least one member who does not participate in the process of making or disposing of investments. The valuations are aggregated and significant matters are presented for final approval by TPG’s Global Valuation Committee, which is comprised of senior employees and includes its Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Operating Officer and Chief Accounting Officer. Approval by any member of the Valuation Committee is related to such member’s role in the Committee, such that control function members’ (i.e., those members who do not participate in the process of making or disposing of investments) approval, for example, represents their confirmation that the process was run appropriately and that the deliberations were on the merits.
Additionally, we will generally engage independent valuation firms to assist with valuations of certain Level III valuations. The respective valuation firm will either perform certain procedures in order to assess the reasonableness of our valuation or provide a valuation range from which we will select a point in the range to determine the final valuation.
Business Combinations
We account for business combinations using the acquisition method under ASC Topic 805, Business Combinations (“ASC 805”) under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed generally using the fair values determined by management as of the acquisition date. The excess of the consideration transferred, the fair value in any noncontrolling interest in the acquiree, and the fair value of our previously held interest in the acquiree over the net of the acquisition-date values of the identifiable assets and liabilities assumed is recognized as goodwill. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment. Management uses its best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.
Intangible Assets
Our intangible assets consist of our interests in future promote of certain funds, our interests in the future management fees of certain funds, acquired investor relationships, acquired technology, and trade names. Examples of critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful lives, discount rates and income tax rates. Our estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying assets acquired. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Finite-lived intangible assets are amortized over their estimated useful lives, which range from 2 years to 20 years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. Amortization expense is included in depreciation and amortization expense in the Consolidated Financial Statements.
Recent Accounting Developments
Information regarding recent accounting developments and their effects to us can be found in Note 2, “Summary of Significant Accounting Policies,” to our audited Consolidated Financial Statements included elsewhere in this report.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001880661-25-000014.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical financial statements and the related notes included elsewhere in this report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and elsewhere in this report, particularly in “Cautionary Note Regarding Forward-Looking Statements,” and “Item 1A.—Risk Factors”. We assume no obligation to update any of these forward-looking statements.
On January 12, 2022, we completed a corporate reorganization (the “Reorganization”), which included a corporate conversion of TPG Partners, LLC to a Delaware corporation named TPG Inc., in conjunction with an initial public offering (the “IPO”) of our Class A common stock. The IPO closed on January 18, 2022. Unless the context suggests otherwise, references in this report to “TPG”, “the Company”, “we”, “us” and “our” refer (i) prior to the completion of the Reorganization and IPO to TPG Group Holdings SBS, L.P. and its consolidated subsidiaries and (ii) from and after the completion of the Reorganization and IPO to TPG Inc. and its consolidated subsidiaries.
We completed the Acquisition on November 1, 2023. Accordingly, the results of TPG Angelo Gordon included in our consolidated results of operations for the year ended December 31, 2023 are from November 1, 2023 through December 31, 2023.
The following discussion includes a comparison of our results for the years ended December 31, 2024 and 2023. For a discussion of our results for the year ended December 31, 2022 and a comparison of results for the years ended December 31, 2023 and 2022, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023, which specific discussion is incorporated herein by reference.
Business Overview
We are a leading global alternative asset manager with $245.9 billion in assets under management (“AUM”) as of December 31, 2024. We have built our firm through years of successful innovation and growth, and believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of the alternative asset management industry. We believe our distinctive business approach and diversified array of innovative investment platforms position us well to continue generating highly profitable, sustainable growth.
Trends Affecting our Business
Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised. However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.
Economic dynamics and financial conditions provided an accommodating backdrop for global markets in 2024, with the combination of moderating inflation, easing monetary policy, continued economic growth and AI-related enthusiasm driving risk assets higher and credit spreads tighter.
U.S. economic activity continued to expand in 2024. Quarter-over-quarter, real gross domestic product (“GDP”) grew at an annualized rate of 1.4%, 3.0% and 3.1%, respectively, for the first three quarters of 2024. In aggregate, 2024 GDP is estimated to have grown 2.7% relative to 2023. The labor market remained strong, though the unemployment rate ticked up slightly to end the year at 4.1%, up from 3.7% as of the end of 2023.
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Despite the robust economic growth and resilience in the labor market, inflation in the United States moderated throughout 2024 but still remains elevated relative to the Federal Reserve long-term target of 2.0%. The December reading of the U.S. Consumer Price Index (“CPI”) showed prices increased 2.7% over the prior twelve months, a slower pace of growth than the 3.1% level observed as of the end of 2023. Similarly, core CPI, which excludes food and energy, fell to 3.3% annual growth as of the latest reading, down from 4.0% as of the end of 2023.
The trajectory of inflation towards the Federal Reserve’s 2.0% target provided the central bank confidence to reduce interest rates during the year for the first time since the onset of the COVID-19 pandemic. After holding target federal funds rate steady at 5.25%-5.50% for a year, the Federal Reserve cut rates by 50 basis points at its September 2024 meeting, followed by 25 basis point reductions at both its November and December 2024 meetings. As of the end of 2024, the federal funds target range sits at 4.25%-4.50%, with additional cuts expected in 2025.
The U.S. Treasury market was relatively volatile in 2024. The yield curve steepened throughout the year as yields at the short end of the curve fell in response to rate cuts by the Federal Reserve, while longer dated bonds sold off. Yields on the 10-Year Treasury ended the year 4.57%, up 69 basis points from the start of the year. 2-Year Treasury yields were flat year-over year, ending 2024 at 4.24%.
In corporate credit markets, both U.S. and European high yield generated positive performance in the fourth quarter of 2024. According to J.P. Morgan data, U.S. high yield gained 0.3% and the European market returned 1.8% during the three-month period. In the United States, high yield bond spreads tightened by 20 basis points to 325 basis points, while in Europe, high yield spreads tightened 48 basis points to end the quarter at 377 basis points. The high yield default rate, measured on a trailing twelve-month basis, declined modestly from 1.6% to 1.5% in the United States but increased from 2.7% to 3.3% in Europe. Additionally, the J.P. Morgan U.S. Leveraged Loan Index posted a 2.40% return, and the J.P. Morgan European Leveraged Loan Index posted a 2.1% return for the third quarter of 2024. From a spread and yield basis, the US Leveraged Loan Index ended the quarter at a yield of 8.2% and 426 basis point spread, while the European Leverage Loan Index ended the quarter at a yield of 7.1% and 480 basis point spread.
Major U.S. equity indices recorded significant gains during 2024, with the S&P 500, Nasdaq and Dow Jones rising 23.3%, 28.6% and 12.9%, respectively, during the year. Indices were led higher by a collection of mega-cap stocks, including Nvidia, Microsoft, Amazon, Apple, Alphabet, Meta and Tesla, which collectively represent approximately one third of the S&P 500 as of December 31, 2024—the highest level of concentration in the index’s history. Technology sectors outperformed during the year, driven by AI-related enthusiasm, with Communication Services and Information Technology S&P sectors gaining 38.9% and 35.7%, respectively. Materials, Healthcare and Real Estate sectors were relative laggards throughout the year, posting performances of (1.8%), 0.9% and 1.7%, respectively. Volatility in the U.S. equity market, as measured by the CBOE Volatility Index, was modestly higher year-over-year, ending 2024 at 17.4, up from 12.5 as of the end of 2023. Global equity markets rose over 2024, though lagged the United States, with the MSCI Europe Index rising 5.8%, the MSCI Asia Index rising 7.2% and the MSCI World Index gaining 17.0% during the year.
Organization
We are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing approximately 30% of the outstanding Common Units and 100% of the interests in certain intermediate holding companies as of December 31, 2024. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs.
Acquisition of Angelo Gordon
On November 1, 2023, we acquired Angelo Gordon pursuant to the terms and subject to the conditions set forth in the Transaction Agreement. Pursuant to the Transaction Agreement, we acquired Angelo Gordon for both cash and non-cash consideration under U.S. GAAP equal to $1,143.4 million (the “Purchase Price”), comprised of:
•$740.7 million in cash paid at closing;
•$16.3 million paid during the year ended December 31, 2024 to the sellers of Angelo Gordon as a result of post close net working capital adjustments;
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•9.2 million vested Common Units (and an equal number of Class B common stock) and 43.8 million unvested Common Units which are deemed to be compensatory under U.S. GAAP;
•the rights to an aggregate cash payment, payable in three payments of up to $50.0 million each, reflecting an aggregate of $150.0 million (the “Aggregate Annual Cash Holdback Amount”); and
•the non-compensatory portion under U.S. GAAP of a total earnout payment of up to $400.0 million in value (the “Earnout Payment”), subject to the satisfaction of certain fee-related revenue (“FRR”) targets during the period beginning on January 1, 2026 and ending on December 31, 2026 (the “Measurement Period”).
Operating Segments
We operate our business in a single operating and reportable segment, as our CEO, who is our chief operating decision maker (the “CODM”), manages the business on a consolidated basis. We operate collaboratively across product lines through shared investment themes and shared support functions that span across product lines.
Basis of Accounting
We consolidate the financial results of TPG Inc., TPG Operating Group and its consolidated subsidiaries, management companies, the general partners of funds and entities that meet the definition of a variable interest entity (“VIE”) for which we are considered the primary beneficiary.
When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities, revenues, expenses, investment income, cash flows and other amounts, on a gross basis. While the consolidation of an entity does not impact the amounts of net income attributable to controlling interests, the consolidation does impact the financial statement presentation in accordance with U.S. GAAP. This is a result of the fact that the accounts of the consolidated entities being reflected on a gross basis, with intercompany transactions eliminated, while the allocable share of those amounts that are attributable to third parties are reflected as single line items. The single line items in which the accounts attributable to third parties are recorded are presented as non-controlling interests on the Consolidated Statements of Financial Condition and net income (loss) attributable to non-controlling interests on the Consolidated Statements of Operations.
We are not required under U.S. GAAP to consolidate the majority of investment funds we advise in our Consolidated Financial Statements because we do not have a more than insignificant variable interest. Public SPACs are consolidated pursuant to U.S. GAAP in the relevant periods presented. Management fees and performance allocations from the consolidated Public SPACs are eliminated in the Consolidated Financial Statements. The performance of the consolidated Public SPACs is not necessarily consistent with or representative of the aggregate performance trends of our TPG investment funds.
Key Financial Measures
Our key financial and operating measures are discussed below.
Revenues
Fees and Other. Fees and other consists primarily of (i) management fees, (ii) monitoring fees, (iii) transaction fees, (iv) incentive fee income and (v) expense reimbursements from unconsolidated funds, portfolio companies and third parties. These fee arrangements are documented within the contractual terms of the governing agreements and are recognized when earned, which generally coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction. Monitoring fees may provide for a termination payment following an initial public offering or change of control. These termination payments are recognized in the period in which the related transaction closes.
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Capital Allocation-Based Income (Loss). Capital allocation-based income (loss) is earned from our funds when we have (i) a general partner’s capital interest and (ii) performance allocations which entitle us to a disproportionate allocation of investment income or loss from investment funds. We are entitled to a performance allocation (typically 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to the achievement of preferred returns or high water marks, where applicable, in accordance with the terms set forth in the respective fund’s governing documents. We account for our investment balances in the TPG funds, including performance allocations, under the equity method of accounting because we are presumed to have significant influence as the general partner or managing member; however, we do not have control as defined by ASC Topic 810, Consolidation. The Company accounts for its general partner interests in capital allocation-based arrangements as financial instruments under ASC Topic 323, Investments – Equity Method and Joint Ventures as the general partner has significant governance rights in the TPG funds in which it invests which demonstrates significant influence. Accordingly, performance allocations are not deemed to be within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Expenses
Compensation and Benefits. Compensation and benefits expense includes (i) cash-based compensation and benefits, (ii) equity-based compensation and (iii) performance allocation compensation. Bonuses are accrued over the service period to which they relate. In addition, we have equity-based compensation arrangements that require certain TPG executives and employees to vest over a service period of generally one to five years, which under U.S. GAAP will result in compensation charges over current and future periods. In connection with our IPO and subsequent acquisition, we granted restricted stock units (“RSUs”) to executives and employees. Distributions of performance allocations in the legal form of equity made directly or indirectly to our partners and professionals are allocated and distributed, when realized, pro rata based on ownership percentages in the underlying investment partnership. These distributions were accounted for as distributions on the equity held by such partners rather than as compensation and benefits expense prior to the Reorganization and IPO and are now accounted for as performance allocation compensation.
General, Administrative and Other. General and administrative expenses include costs primarily related to professional services, occupancy, travel, communication and information services and other general operating items.
Depreciation and Amortization. Depreciation and amortization of tenant improvements, furniture and equipment and intangible assets are expensed on a straight-line basis over the useful life of the asset.
Interest Expense. Interest expense includes interest paid and accrued on our outstanding debt and the amortization of deferred financing costs.
Expenses of Consolidated Public SPACs. Expenses of consolidated Public SPACs consist of interest expense and other expenses related primarily to professional services fees, research expenses, trustee fees, travel expenses and other costs associated with organizing and offering these entities.
Investment Income
Net Gains (Losses) from Investment Activities. Realized gains (losses) may be recognized when we redeem all or a portion of an investment interest or when we receive a distribution of capital. Unrealized gains (losses) result from the appreciation (depreciation) in the fair value of our investments. Fluctuations in net gains (losses) from investment activities between reporting periods are primarily driven by changes in the fair value of our investment portfolio and, to a lesser extent, the gains (losses) on investments disposed of during the period. The fair value of, as well as the ability to recognize gains (losses) from, our investments is significantly impacted by the global financial markets. This impact affects the net gains (losses) from investment activities recognized in any given period. Upon the disposition of an investment, previously recognized unrealized gains (losses) are reversed and an offsetting realized gain (loss) is recognized in the period in which the investment is sold. Since our investments are carried at fair value, fluctuations between periods could be significant due to changes to the inputs to our valuation process over time.
Interest, Dividends and Other. Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. Dividends and other investment income are recorded when the right to receive payment is established.
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Investment and Other Income of Consolidated Public SPACs. Investment and other income of consolidated Public SPACs include changes in the fair value of derivative contracts entered into by our consolidated Public SPAC entities, which are included in current period earnings and interest, dividend and other income earned by the consolidated Public SPACs.
Income Tax Expense
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.
Non-Controlling Interests
For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than TPG. The aggregate of the income or loss and corresponding equity that is not owned by us is included in non-controlling interests in the Consolidated Financial Statements.
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Key Components of our Results of Operations
Results of Operations
The following table provides information regarding our consolidated results of operations for the periods presented:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| (dollars in thousands, except share and per share data) | ||||||||
| Revenues | ||||||||
| Fees and other | $ | 2,087,076 | $ | 1,534,626 | ||||
| Capital allocation-based income | 1,413,006 | 855,285 | ||||||
| Total revenues | 3,500,082 | 2,389,911 | ||||||
| Expenses | ||||||||
| Compensation and benefits: | ||||||||
| Cash-based compensation and benefits | 835,328 | 547,377 | ||||||
| Equity-based compensation | 1,006,312 | 654,922 | ||||||
| Performance allocation compensation | 930,053 | 591,676 | ||||||
| Total compensation and benefits | 2,771,693 | 1,793,975 | ||||||
| General, administrative and other | 583,733 | 482,574 | ||||||
| Depreciation and amortization | 135,386 | 47,673 | ||||||
| Interest expense | 87,511 | 38,528 | ||||||
| Expenses of consolidated Public SPACs | — | 1,053 | ||||||
| Total expenses | 3,578,323 | 2,363,803 | ||||||
| Investment income (loss) | ||||||||
| Income (loss) from investments: | ||||||||
| Net (losses) gains from investment activities | (29,326) | 6,564 | ||||||
| Interest, dividends and other | 82,743 | 42,622 | ||||||
| Investment and other income of consolidated Public SPACs | — | 8,359 | ||||||
| Total investment income (loss) | 53,417 | 57,545 | ||||||
| (Loss) income before income taxes | (24,824) | 83,653 | ||||||
| Income tax expense | 52,091 | 60,268 | ||||||
| Net (loss) income | (76,915) | 23,385 | ||||||
| Net income attributable to redeemable equity in Public SPACs | — | 12,044 | ||||||
| Net loss attributable to non-controlling interests in TPG Operating Group | (175,927) | (92,411) | ||||||
| Net income attributable to other non-controlling interests | 75,529 | 23,662 | ||||||
| Net income attributable to TPG Inc. subsequent to Reorganization and IPO | $ | 23,483 | $ | 80,090 | (1) | |||
| Net income (loss) per share data: | ||||||||
| Net income (loss) available to Class A common stock per share | ||||||||
| Basic | $ | 0.00 | $ | 0.89 | ||||
| Diluted | $ | (0.42) | $ | (0.04) | ||||
| Weighted-average shares of Class A common stock outstanding | ||||||||
| Basic | 100,219,905 | 80,334,871 | ||||||
| Diluted | 364,725,579 | 317,944,496 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenues
Revenues consisted of the following for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Management fees | $ | 1,637,990 | $ | 1,187,947 | $ | 450,043 | 38 | % | ||||||
| Transaction, monitoring and other fees | 203,256 | 113,108 | 90,148 | 80 | % | |||||||||
| Expense reimbursements and other | 245,830 | 233,571 | 12,259 | 5 | % | |||||||||
| Total fees and other | 2,087,076 | 1,534,626 | 552,450 | 36 | % | |||||||||
| Performance allocations | 1,301,766 | 808,248 | 493,518 | 61 | % | |||||||||
| Capital interests | 111,240 | 47,037 | 64,203 | 136 | % | |||||||||
| Total capital allocation-based income | 1,413,006 | 855,285 | 557,721 | 65 | % | |||||||||
| Total revenues | $ | 3,500,082 | $ | 2,389,911 | (1) | $ | 1,110,171 | 46 | % |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Fees and other revenues increased by $552.4 million, or 36%, during the year ended December 31, 2024, compared to the year ended December 31, 2023. This change resulted from a $450.0 million increase in management fees, a $90.1 million increase in transaction, monitoring and other fees and a $12.3 million increase in expense reimbursements and other.
Management Fees. Management fees increased by $450.0 million, or 38%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
This change was primarily driven by an increase of $458.9 million in management fees from TPG Angelo Gordon, acquired in November 2023. During the year ended December 31, 2024, we recognized additional fees of $283.5 million from TPG AG Credit, primarily driven by MVP Fund, MMDL III, MMDL IV and Credit Solutions II, and $175.4 million from TPG AG Real Estate, primarily driven by Realty Value XI, Realty Value X, Asia Realty V, Europe Realty IV, Net Lease Realty III and Net Lease Realty IV.
Management fees from our Capital platform decreased $19.8 million during the year ended December 31, 2024, primarily driven by a reduction of invested capital due to realizations for TPG VII and a step down in fee basis from committed to invested capital for TPG VIII during the fourth quarter of 2024. During the fourth quarter of 2023, TPG IX and THP II recognized catch-up fees from new capital raised. These decreases were partially offset by additional fees from Asia VIII due to fee earning capital raised and catch-up fees earned during the twelve months ended December 31, 2024.
Management fees from our Growth platform increased $10.9 million primarily attributable to Growth VI, which was activated during the fourth quarter of 2023, partially offset by a decrease in fees from Growth V, which primarily resulted from a step down in fee basis from committed to invested capital during the first quarter of 2024.
Management fees from our Impact platform decreased $2.1 million, primarily attributable to Rise Climate I, which had a step down in fee basis from committed to invested capital during the fourth quarter of 2024, partially offset by additional fees from Rise Climate II, which was activated during the third quarter of 2024.
Management fees from our Real Estate platform decreased $8.5 million, primarily attributable to TREP III, which had a step down in fee basis from committed to invested capital in the second quarter of 2023.
Management fees from our Market Solutions platform increased $9.9 million primarily attributable to TGS and NewQuest V as a result of additional fee earning capital raised during the twelve months ended December 31, 2024, partially offset by a decrease in fees from TPEP as a result of a decrease in fee earning AUM.
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Certain management fees totaling $50.4 million earned during the year ended December 31, 2024 were considered catch-up fees as a result of additional capital commitments from limited partners. Catch-up fees primarily consisted of $21.9 million for Asia VIII and $8.7 million for TGS.
Transaction, Monitoring and Other Fees. Transaction, monitoring and other fees increased by $90.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. This change was primarily driven by a $42.0 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer and a $18.8 million increase in monitoring fees earned from portfolio companies primarily in our Capital platform.
Expense Reimbursements and Other. Expense reimbursements and other increased by $12.3 million, or 5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This change was primarily due to the acquisition of TPG Angelo Gordon in November 2023, partially offset by primarily lower income from our former affiliate. As of April 2024, the contracts to provide services to such party have ended.
Performance Allocations. Performance allocations increased by $493.5 million, or 61%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Realized performance allocation gains for the years ended December 31, 2024 and 2023 totaled $955.4 million and $582.2 million, respectively. Unrealized performance allocation gains for the years ended December 31, 2024 and 2023 totaled $346.4 million and $226.0 million, respectively.
The table below highlights performance allocations for the years ended December 31, 2024 and 2023, and separates the entities listed into two categories to reflect the Reorganization: (i) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (ii) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPG Operating Group Shared: | ||||||||||||||
| Capital(2) | $ | 560,616 | $ | 438,541 | $ | 122,075 | 28 | % | ||||||
| Growth(2) | 362,398 | 121,669 | 240,729 | 198 | % | |||||||||
| Impact | 135,176 | 229,611 | (94,435) | (41) | % | |||||||||
| TPG Angelo Gordon | ||||||||||||||
| TPG AG Credit | 406,537 | 139,364 | 267,173 | 192 | % | |||||||||
| TPG AG Real Estate | (104,983) | (12,037) | (92,946) | (772) | % | |||||||||
| Real Estate | 23,117 | (73,335) | 96,452 | 132 | % | |||||||||
| Market Solutions | (29,734) | 23,239 | (52,973) | (228) | % | |||||||||
| Total TPG Operating Group Shared: | $ | 1,353,127 | $ | 867,052 | $ | 486,075 | 56 | % | ||||||
| TPG Operating Group Excluded: | ||||||||||||||
| Capital | $ | (18,254) | $ | (48,112) | $ | 29,858 | 62 | % | ||||||
| Growth | (30,044) | (9,343) | (20,701) | (222) | % | |||||||||
| Real Estate | (3,063) | (1,349) | (1,714) | (127) | % | |||||||||
| Total TPG Operating Group Excluded(3) | $ | (51,361) | $ | (58,804) | $ | 7,443 | 13 | % | ||||||
| Total Performance Allocations | $ | 1,301,766 | $ | 808,248 | (1) | $ | 493,518 | 61 | % |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
(2)After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%; however, we allocate the full amount as performance allocation compensation expense. As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.
(3)The TPG Operating Group Excluded entities’ performance allocations are not a component of net income attributable to TPG following the Reorganization; however, the TPG general partner entities continue to be consolidated by us. We transferred the rights to the performance allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021. As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022.
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Performance allocation income was $1,301.8 million for year ended December 31, 2024 compared to $808.2 million for year ended December 31, 2023. This change was primarily driven by higher performance allocations from our Capital, Growth and Real Estate platforms during the year ended December 31, 2024 compared to the year ended December 31, 2023, and from the acquisition of TPG Angelo Gordon in November 2023, which contributed $301.6 million of net gains during the year ended December 31, 2024.
Performance allocation income from our Capital platform was $560.6 million for the year ended December 31, 2024 compared to $438.5 million for the year ended December 31, 2023. Performance allocation income for the year ended December 31, 2024 was largely driven by gains of $236.2 million from TPG VIII, $176.9 million from TPG VII and $174.8 million from TPG IX, partially offset by losses of $73.6 million from Asia VI and $56.4 million from Asia VII. Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $318.9 million from TPG VIII and $60.9 million from THP I, partially offset by losses of $48.4 million from Asia VI.
Performance allocation income from our Growth platform was $362.4 million for the year ended December 31, 2024 compared to $121.7 million for the year ended December 31, 2023. Performance allocation income for the year ended December 31, 2024 was primarily driven by $156.8 million from Growth IV, $120.8 million from Growth V and $83.6 million from TTAD II. Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $80.8 million from Growth V and $64.4 million from Growth IV.
Performance allocation income from our Impact platform was $135.2 million for the year ended December 31, 2024 compared to $229.6 million for the year ended December 31, 2023. Performance allocation income for the year ended December 31, 2024 was largely driven by gains of $63.9 million from Rise III, $45.2 million from Rise Climate I and $41.6 million from Rise II, partially offset by losses of $15.5 million from Rise I. Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $177.3 million from Rise Climate I and $55.9 million from Rise II.
TPG AG Credit generated income of $406.5 million primarily attributable to $81.1 million from Credit Solutions II, $68.8 million from MVP, $37.7 million from MMDL IV, $25.7 million from ABC Fund and $20.8 million from Essential Housing II. TPG AG Real Estate generated net losses of $105.0 million primarily attributable to $90.2 million from Realty Value X, $31.9 million from Europe Realty II, $29.9 million from Asia Realty IV and $12.5 million from Realty VIII, which were partially offset by gains of $41.8 million from Net Lease Realty III.
TREP III within the Real Estate platform generated $21.2 million of gains during the year ended December 31, 2024 compared to a losses of $73.3 million during the year ended December 31, 2023.
Performance allocation losses of $29.7 million from our Market Solutions platform were primarily driven by $32.1 million of loss from NewQuest IV and $29.4 million from NewQuest III, partially offset by net gains of $16.0 million from TPEP during the year ended December 31, 2024. Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $33.5 million from TPEP and $8.8 million from NewQuest V, partially offset by net losses of $20.2 million from NewQuest III.
TPG Operating Group Excluded generated losses of $51.4 million during the year ended December 31, 2024 compared to a loss of $58.8 million during the year ended December 31, 2023. Performance allocation losses for the year ended December 31, 2024 were primarily driven by losses of $27.2 million from Biotech III from our Growth platform and $9.5 million from Asia V from our Capital platform, partially offset by gains of $5.3 million from Biotech V from our Growth platform. Performance allocation losses from TPG Operating Group Excluded for the year ended December 31, 2023 was primarily driven by losses of $24.6 million from TPG VI and $24.4 million from Asia V from our Capital platform and $22.9 million from Gator within our Growth platform, offset by gains of $12.6 million from Biotech III within our Growth platform.
As of December 31, 2024, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $5.7 billion. As of December 31, 2024, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group excluded TPG general partner entities totaled $0.3 billion.
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Capital Interests. Capital interests income increased by $64.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. This change was primarily attributable to gains from our investments in TPG VII, TPG VIII, TPG IX, Rise III, TRTX, Growth V and MVP Fund, offset by losses from our investment in Asia VI and Asia VII during the year ended December 31, 2024. During the year ended December 31, 2023, we recognized gains on our investments in TPG VII, TPG VIII and Rise Climate I offset by losses from our investments in Asia VI.
Expenses
Cash-Based Compensation and Benefits. Cash-based compensation and benefits expense increased by $288.0 million, or 53%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by the increase in headcount due to the acquisition of TPG Angelo Gordon in November 2023.
Equity-based Compensation. Equity-based compensation expense increased by $351.4 million, or 54%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This change was primarily driven by an increase in compensatory equity awards under U.S. GAAP associated with the TPG Angelo Gordon acquisition, and an increase in compensatory RSU grants to TPG employees, certain of our executives and TPG Angelo Gordon employees, as described in Note 19 to the Consolidated Financial Statements.
Performance Allocation Compensation. Performance allocation compensation increased by $338.4 million, or 57%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This change was primarily attributable to the increase in performance allocations that drives compensation attributable to our partners and professionals.
General, Administrative and Other. General and administrative expenses increased by $101.2 million, or 21%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This change was primarily driven by the increase in information technology costs, rent expenses and other administrative costs from TPG Angelo Gordon, which was acquired in November 2023.
Depreciation and Amortization. Depreciation and amortization increased by $87.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. This change was primarily due to the amortization of intangible assets resulting from the acquisition of TPG Angelo Gordon in November 2023.
Interest Expense. Interest expense increased by $49.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to additional interest expense on our Senior Notes and Subordinated Notes issued during the year ended December 31, 2024, as described in Note 12 to the Consolidated Financial Statements, and higher interest rates on certain borrowings.
Expenses of Consolidated Public SPACs. Expenses of consolidated Public SPACs decreased by $1.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. This change was due to the redemption of all outstanding shares of the Public SPACs during the year ended December 31, 2023.
Net (Losses) Gains from Investment Activities. Net (losses) gains from investment activities was a loss of $29.3 million for year ended December 31, 2024 compared to a gain of $6.6 million for the year ended December 31, 2023. This change was primarily attributable to a net loss of $26.8 million from our investment in Nerdy Inc. (“NRDY”) during the year ended December 31, 2024.
Interest, Dividends and Other. Interest, dividends and other increased by $40.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. This change was primarily driven by additional interest income and dividend income from TPG Angelo Gordon, which was acquired in November 2023.
Investment and Other Income of Consolidated Public SPACs. Investment and other income of consolidated Public SPACs recognized during the year ended December 31, 2023 was related to the interest income earned on the Assets held in Trust Account and the unrealized losses on derivative instruments warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties. As of December 31, 2023, we no longer hold any Assets held in Trust Accounts or have any derivative liabilities associated with Public SPACs in our Consolidated Financial Statements due to the redemption of the outstanding shares of the Public SPACs during the year ended December 31, 2023.
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Income Tax Expense. Income tax expense decreased by $8.2 million or 14% for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to income tax expense in connection with an increase in valuation allowance during the year ended December 31, 2023 as compared to an income tax benefit in connection with a decrease in valuation allowance during the year ended December 31, 2024, offset by an increase in certain compensation expenses that are not tax deductible incurred during the year ended December 31, 2024.
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Unaudited Condensed Consolidated Statements of Financial Condition (U.S. GAAP basis)
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in thousands) | ||||||
| Assets | ||||||
| Cash and cash equivalents | $ | 808,017 | $ | 665,188 | ||
| Investments | 7,503,281 | 6,724,112 | ||||
| Due from affiliates | 447,012 | 418,977 | ||||
| Intangible assets and goodwill | 969,786 | 1,085,587 | ||||
| Other assets | 807,013 | 475,808 | ||||
| Total assets | $ | 10,535,109 | $ | 9,369,672 | ||
| Liabilities and Equity | ||||||
| Debt obligations | $ | 1,281,984 | $ | 945,052 | ||
| Due to affiliates | 465,137 | 143,175 | ||||
| Accrued performance allocation compensation | 4,376,523 | 4,096,052 | ||||
| Other liabilities | 819,476 | 824,259 | ||||
| Total liabilities | 6,943,120 | 6,008,538 | ||||
| Equity | ||||||
| Class A common stock $0.001 par value, 2,340,000,000 shares authorized (109,211,355 and 80,596,501 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively) | 109 | 80 | ||||
| Class B common stock $0.001 par value, 750,000,000 shares authorized (255,756,502 and 281,657,626 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively) | 256 | 282 | ||||
| Preferred stock, $0.001 par value, 25,000,000 shares authorized (0 issued and outstanding as of December 31, 2024 and December 31, 2023) | — | — | ||||
| Additional paid-in-capital | 970,719 | 613,476 | ||||
| Accumulated deficit | (186,983) | (34,681) | ||||
| Non-controlling interests | 2,807,888 | 2,781,977 | ||||
| Total equity | 3,591,989 | 3,361,134 | ||||
| Total liabilities and equity | $ | 10,535,109 | $ | 9,369,672 |
Cash and cash equivalents increased $142.8 million during the year ended December 31, 2024 primarily due to $351.0 million of proceeds from our Senior Notes and Subordinated Notes offerings and our 364-Day Credit Facility, net of repayment of our outstanding borrowings under our Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan, and cash generated from our operating activities, partially offset by payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries.
Investments increased $779.2 million during the year ended December 31, 2024 primarily due to net capital allocation-based income of $1,413.0 million and purchases of $862.8 million, which were partially offset by proceeds of $1,460.5 million.
Other assets increased $331.2 million during the year ended December 31, 2024 primarily due to the deferred tax assets recorded in connection with the exchange of Common Units described in Note 20 to the Consolidated Financial Statements.
Debt obligations increased $336.9 million during the year ended December 31, 2024 primarily due to the Senior Notes and Subordinated Notes offerings and borrowings under our 364-Day Credit Facility, offset by repayment of our outstanding borrowings under our Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan.
Due to affiliates increased $322.0 million during the year ended December 31, 2024 primarily due to an increase of $308.9 million in expected payments to be made in future years in connection with certain exchanges of Common Units for Class A common stock subject to our Tax Receivable Agreement.
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Accrued performance allocation compensation increased $280.5 million for the year ended December 31, 2024, primarily attributable to net increases in performance fee compensation expense of $930.1 million, partially offset by settlements of performance allocation compensation of $639.7 million during the year ended December 31, 2024.
Non-GAAP Financial Measures
Distributable Earnings. Distributable Earnings (“DE”) is used to assess performance and amounts potentially available for distributions to partners. DE is derived from and reconciled to, but not equivalent to, its most directly comparable U.S. GAAP measure of net income. DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include (i) unrealized performance allocations and related compensation expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities, or (v) certain other items, such as contingent reserves.
While we believe that the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S. GAAP discussed further under “—Key Components of our Results of Operations—Results of Operations” prepared in accordance with U.S. GAAP.
After-Tax Distributable Earnings. After-tax Distributable Earnings (“After-tax DE”) is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income taxes. We use it to assess how income tax expense affects amounts available to be distributed to our Class A common stockholders and Common Unit holders. After-tax DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include the items described in the definition of DE herein; however, unlike DE, it does reflect the impact of income taxes. Income taxes, for purposes of determining After-tax DE, represent the total U.S. GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on U.S. GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within due to affiliates and other liabilities in our Consolidated Statements of Financial Condition. Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to the Company on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges. We believe that including the amount currently payable under the Tax Receivable Agreement and utilizing the current income tax expense (benefit), as described above, when determining After-tax DE is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to shareholders.
We believe that while the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of After-tax DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S. GAAP discussed further under “—Key Components of our Results of Operations—Results of Operations.”
Fee-Related Earnings. Fee-Related Earnings (“FRE”) is a supplemental performance measure and is used to evaluate our business and make resource deployment and other operational decisions. FRE differs from net income computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of DE and also adjusts to exclude (i) realized performance allocations and related compensation expense, (ii) realized investment income from investments and financial instruments, (iii) net interest (interest expense less interest income), (iv) depreciation, (v) amortization, and (vi) certain non-core income and expenses. We use FRE to measure the ability of our business to cover compensation and operating expenses from fee revenues other than capital allocation-based income. The use of FRE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein.
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Fee-Related Revenues. Fee-related revenues (“FRR”) is a component of FRE. Fee-related revenues is comprised of (i) management fees, (ii) fee-related performance revenues, (iii) transaction, monitoring and other fees, net, and (iv) other income. Fee-related performance revenues refers to incentive fees from perpetual capital vehicles that are: (i) measured and expected to be received on a recurring basis and (ii) not dependent on realization events from the underlying investments. Fee-related revenues differs from revenue computed in accordance with U.S. GAAP in that it excludes certain reimbursement expense arrangements. Refer to “—Reconciliation to U.S. GAAP Measures” to the comparable line items on the Consolidated Statements of Operations.
Fee-Related Expenses. Fee-related expenses is a component of FRE. Fee-related expenses differs from expenses computed in accordance with U.S. GAAP in that it is net of certain reimbursement arrangements and does not include performance allocation compensation. Fee-related expenses is used in management’s review of the business. Refer to “—Reconciliation to U.S. GAAP Measures” to the comparable line items on the Consolidated Statements of Operations.
Fee-related revenues and fee-related expenses are presented separately in our calculation of non-GAAP measures in order to better illustrate the profitability of our FRE. The use of fee-related revenues and FRE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein.
Our calculations of DE, FRE, fee-related revenues and fee-related expenses may differ from the calculations of other investment managers. As a result, these measures may not be comparable to similar measures presented by other investment managers.
The following table sets forth our total FRE and DE for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| Management fees | $ | 1,625,710 | $ | 1,178,721 | ||||
| Fee-related performance revenues | 33,032 | 1,642 | ||||||
| Transaction, monitoring and other fees, net | 147,644 | 107,713 | ||||||
| Other income | 25,071 | 49,178 | ||||||
| Fee-Related Revenues | 1,831,457 | 1,337,254 | ||||||
| Cash-based compensation and benefits, net | 689,001 | 452,270 | ||||||
| Fee-related performance compensation | 16,516 | 1,401 | ||||||
| Operating expenses, net | 361,712 | 277,252 | ||||||
| Fee-Related Expenses | 1,067,229 | 730,923 | ||||||
| Fee-Related Earnings | $ | 764,228 | $ | 606,331 | ||||
| Realized performance allocations, net | 194,582 | 74,027 | ||||||
| Realized investment income and other, net | (7,703) | (47,241) | ||||||
| Depreciation expense | (20,387) | (6,589) | ||||||
| Interest expense, net | (36,109) | 1,401 | ||||||
| Distributable Earnings | $ | 894,611 | $ | 627,929 | ||||
| Income taxes | (57,336) | (42,623) | ||||||
| After-Tax Distributable Earnings | $ | 837,275 | $ | 585,306 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Fee-Related Revenues
Fee-related revenues increased by $494.2 million, or 37%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to additional management fees of $447.0 million.
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Management Fees
The following table presents management fees in our platforms for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| Capital | $ | 514,494 | $ | 513,920 | ||||
| Growth | 167,387 | 155,410 | ||||||
| Impact | 198,824 | 201,271 | ||||||
| TPG Angelo Gordon | ||||||||
| TPG AG Credit | 311,033 | 50,477 | ||||||
| TPG AG Real Estate | 209,601 | 33,589 | ||||||
| Real Estate | 141,046 | 149,555 | ||||||
| Market Solutions | 83,325 | 74,499 | ||||||
| Total Management Fees | $ | 1,625,710 | $ | 1,178,721 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Management fees increased by $447.0 million, or 38%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
This change was primarily driven by the increase of $436.6 million in management fees from TPG Angelo Gordon, acquired in November 2023. During the year ended December 31, 2024, we recorded $311.0 million in fees from TPG AG Credit, primarily driven by MVP Fund, MMDL III, MMDL IV and Credit Solutions II, and $209.6 million from TPG AG Real Estate, primarily driven by Realty Value XI, Realty Value X, Asia Realty V, Europe Realty IV, Net Lease Realty III and Net Lease Realty IV.
Management fees from our Capital platform increased $0.6 million during the year ended December 31, 2024. Fee earning capital raised during the year ended December 31, 2024 resulted in additional fees from Asia VIII, partially offset by catch-up fees earned during the fourth quarter of 2023 from TPG IX and realizations from TPG AAF in the third quarter of 2023.
Management fees from our Growth platform increased $12.0 million mainly due to Growth VI, which was activated during the fourth quarter of 2023, partially offset by a decrease in fees from Growth V largely due to a step down in fee basis from committed to invested capital during the first quarter of 2024.
Management fees from our Impact platform decreased $2.4 million, primarily attributable to Rise Climate I, which had a step down in fee basis from committed to invested capital during the fourth quarter of 2024, partially offset by additional fees from Rise Climate II, which was activated during the third quarter of 2024.
Management fees from our Real Estate platform decreased $8.5 million primarily due to TREP III, which had a step down in fee basis from committed to invested capital in the second quarter of 2023.
Management fees from our Market Solutions platform increased $8.8 million primarily due to TGS and NewQuest V as a result of additional fee earning capital raised during the twelve months ended December 31, 2024, partially offset by a decrease in fees from TPEP as a result of a decrease in fee earning AUM.
Certain management fees totaling $50.4 million earned during the year ended December 31, 2024, were considered catch-up fees as a result of additional capital commitments from limited partners. Catch-up fees primarily consisted of $21.9 million for Asia VIII and $8.7 million for TGS.
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Fee-related Performance Revenues
The following table presents fee-related performance revenues for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| TPG AG Credit | $ | 33,032 | $ | 1,642 | ||||
| Total Fee-Related Performance Revenues | $ | 33,032 | $ | 1,642 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Fee-related performance revenues increased $31.4 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to the addition of TCAP and an MMDL SMA as part of the acquisition of TPG Angelo Gordon in November 2023.
Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| Capital | $ | 6,012 | $ | 2,293 | ||||
| Growth | 1,053 | 386 | ||||||
| Impact | 6,510 | 6,291 | ||||||
| TPG Angelo Gordon | ||||||||
| TPG AG Credit | 4,133 | 739 | ||||||
| TPG AG Real Estate | 2,119 | 105 | ||||||
| Real Estate | 1,895 | — | ||||||
| Market Solutions | 125,922 | 97,899 | ||||||
| Total Transaction, Monitoring and Other Fees, Net | $ | 147,644 | $ | 107,713 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Transaction, monitoring and other fees, net increased by $39.9 million, or 37%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributable to an increase in fees received by our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.
Other Income
The following table presents other income for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| Former affiliate funds | $ | 13,254 | $ | 33,141 | ||||
| Other income | 11,817 | 16,037 | ||||||
| Total Other Income | $ | 25,071 | $ | 49,178 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
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Total other income decreased by $24.1 million, or 49%, for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to lower income from our former affiliate. As of April 2024, the contracts to provide services to such party have ended.
Fee-Related Expenses
Fee-related expenses increased by $336.3 million, or 46%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, comprised primarily of higher cash-based compensation and benefits, net of $236.7 million and increased operating expenses, net of $84.5 million.
Cash-based Compensation and Benefits, Net
The following table presents cash-based compensation and benefits, net for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| Salaries | $ | 351,739 | $ | 237,165 | ||||
| Bonuses | 300,833 | 212,294 | ||||||
| Benefits and other | 132,918 | 83,206 | ||||||
| Reimbursements | (96,489) | (80,395) | ||||||
| Total Cash-Based Compensation and Benefits, Net | $ | 689,001 | $ | 452,270 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Total cash-based compensation and benefits, net increased by $236.7 million, or 52%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by the increase in headcount due to the acquisition of TPG Angelo Gordon in November 2023. These increases were partially offset by an increase in compensation reimbursements related to services provided to certain fund and portfolio companies of $16.1 million.
Fee-related Performance Compensation
The following table presents fee-related performance compensation for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| TPG AG Credit | $ | 16,516 | $ | 1,407 | ||||
| TPG AG Real Estate | — | (6) | ||||||
| Total Fee-related Performance Compensation | $ | 16,516 | $ | 1,401 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Total fee-related performance compensation increased by $15.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to fees generated by TCAP and certain SMAs, which were part of the acquisition of TPG Angelo Gordon in November 2023.
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Operating Expenses, Net
Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to investment funds that we manage and monitoring services provided to our portfolio companies. Operating expenses, net were $361.7 million and $277.3 million for the years ended December 31, 2024 and 2023, respectively, with the increase of $84.5 million primarily driven by the increase in information technology costs, rent expenses and other administrative costs from TPG Angelo Gordon, which was acquired in November 2023.
Realized Performance Allocations, Net
The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| Capital | $ | 64,302 | $ | 54,513 | ||||
| Growth | 32,398 | 2,139 | ||||||
| Impact | 17,801 | 799 | ||||||
| TPG Angelo Gordon | ||||||||
| TPG AG Credit | 66,916 | 5,552 | ||||||
| TPG AG Real Estate | 4,990 | 389 | ||||||
| Real Estate | 4,946 | 4,076 | ||||||
| Market Solutions | 3,229 | 6,559 | ||||||
| Total Realized Performance Allocations, Net | $ | 194,582 | $ | 74,027 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Realized performance allocations, net of $194.6 million for the year ended December 31, 2024 were largely generated from realizations of $48.3 million from TPG VIII and $11.5 million from TPG VII in the Capital platform, $27.9 million from Growth IV in the Growth platform, $17.8 million from Rise Climate I in the Impact platform, and $14.4 million from MVP Fund and $13.5 million from MMDL IV in TPG AG Credit. This activity included realizations sourced from portfolio companies such as Global Music Rights, Azoff Music, Nextracker, DirecTV and Viking Cruises.
Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| Investments in funds | $ | 27,882 | $ | 27,543 | ||||
| Non-core income (expense) | (35,585) | (74,784) | ||||||
| Total Realized Investment Income and Other, Net | $ | (7,703) | $ | (47,241) | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Realized investment income and other, net increased by $39.5 million, or 84%, due to a decrease in non-core expenses of $39.2 million.
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Depreciation
Depreciation expense increased $13.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to the acquisition of TPG Angelo Gordon.
Interest Expense, Net
The following table presents interest expense, net for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| ($ in thousands) | ||||||||
| Interest expense | $ | 87,715 | $ | 38,531 | ||||
| Interest (income) | (51,606) | (39,932) | ||||||
| Interest Expense, Net | $ | 36,109 | $ | (1,401) | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
The increase in interest expense, net during the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to additional interest expense on our Senior Notes and Subordinated Notes issued during 2024.
Distributable Earnings
The increase in Distributable Earnings for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a 26% increase in our Fee-Related Earnings and an increase in realized performance allocations, net, partially offset by an increase in interest expense, net.
Income Taxes
Income taxes increased $14.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an increase in distributable earnings allocable to TPG Inc.
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Unaudited Non-GAAP Balance Sheet Measures
Book assets, book liabilities and net book value are non-GAAP performance measures of TPG Operating Group’s assets, liabilities and equity on a deconsolidated basis which reflects our investments in subsidiaries as equity method investments. Additionally, the book assets, book liabilities and net book value include the tax assets and liabilities of TPG Inc. We utilize these measures to assess the unrealized value of our book assets after deducting for book liabilities as well as assess our indirect interest in accrued performance allocations from our funds and our co-investments in our funds and third-party investments. We believe these measures are useful to investors as they provide additional insight into the net assets of the TPG Operating Group on a deconsolidated basis. These non-GAAP financial measures should not be considered as a substitute for, or superior to, similar financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may differ from the calculations of other alternative asset managers and, as a result, may not be comparable to similar measures presented by other companies. Refer to “—Reconciliation to U.S. GAAP Measures” for reconciliations of the Consolidated Statements of Financial Condition to the non-GAAP Balance Sheet.
The following table sets forth our non-GAAP book assets, book liabilities and net book value as of December 31, 2024 and December 31, 2023:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in thousands) | ||||||
| Book Assets | ||||||
| Cash and cash equivalents | $ | 147,056 | $ | 105,480 | ||
| Net accrued performance | 973,567 | 891,455 | ||||
| Investments in funds | 1,189,868 | 877,802 | ||||
| Intangible assets and goodwill | 910,314 | 1,007,899 | ||||
| Other assets | 1,028,380 | 679,638 | ||||
| Total Book Assets | $ | 4,249,185 | $ | 3,562,274 | ||
| Book Liabilities | ||||||
| Accounts payable, accrued expenses and other | $ | 614,822 | $ | 296,147 | ||
| Debt obligations | 1,281,984 | 945,052 | ||||
| Total Book Liabilities | $ | 1,896,806 | $ | 1,241,199 | ||
| Net Book Value | $ | 2,352,379 | $ | 2,321,075 |
During the year ended December 31, 2024, net book value increased as a consequence of net income exceeding distribution and other equity transactions including tax payments on RSU settlements and the payment of dividend equivalents. Net income was driven by Fee Related Earnings and appreciation of accrued performance fee and coinvest positions led by TPG VII, TPG VIII, TPG IX, Growth IV, Growth V, AG Credit Solutions and AG Middle Marked Direct Lending.
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Reconciliation to U.S. GAAP Measures
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP to non-GAAP financial measures for the years ended December 31, 2024 and 2023:
Revenue
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in thousands) | ||||||
| GAAP Revenue | $ | 3,500,082 | $ | 2,389,911 | ||
| Capital-allocation based income | (1,413,006) | (855,285) | ||||
| Expense reimbursements | (217,049) | (185,554) | ||||
| Investment income and other | (38,570) | (11,818) | ||||
| Fee-Related Revenues | $ | 1,831,457 | $ | 1,337,254 |
Expenses
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in thousands) | ||||||
| GAAP Expenses | $ | 3,578,323 | $ | 2,363,803 | ||
| Depreciation and amortization expense | (135,386) | (47,673) | ||||
| Interest expense | (87,511) | (38,528) | ||||
| Expenses related to consolidated Public SPACs | — | (1,053) | ||||
| Expense reimbursements | (217,049) | (185,554) | ||||
| Performance allocation compensation | (930,053) | (591,676) | ||||
| Equity-based compensation | (1,006,312) | (654,922) | ||||
| Acquisition success fees | — | (20,000) | ||||
| Non-core expenses and other | (134,783) | (93,474) | ||||
| Fee-Related Expenses | $ | 1,067,229 | $ | 730,923 |
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Net income
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in thousands) | ||||||
| Net (loss) income | $ | (76,915) | $ | 23,385 | ||
| Net income attributable to redeemable interests in Public SPACs | — | (12,044) | ||||
| Net income attributable to other non-controlling interests | (75,529) | (23,662) | ||||
| Amortization expense | 97,585 | 26,968 | ||||
| Equity-based compensation | 1,004,925 | 652,814 | ||||
| Unrealized performance allocations, net | (79,935) | (112,250) | ||||
| Unrealized investment income | (77,282) | (11,836) | ||||
| Unrealized gain on derivatives | — | (59) | ||||
| Income taxes | (5,388) | 18,028 | ||||
| Acquisition success fees | — | 20,000 | ||||
| Non-recurring and other | 49,814 | 3,962 | ||||
| After-tax Distributable Earnings | $ | 837,275 | $ | 585,306 | ||
| Income taxes | 57,336 | 42,623 | ||||
| Distributable Earnings | $ | 894,611 | $ | 627,929 | ||
| Realized performance allocations, net | (194,582) | (74,027) | ||||
| Realized investment income and other, net | 7,703 | 47,241 | ||||
| Depreciation expense | 20,387 | 6,589 | ||||
| Interest expense, net | 36,109 | (1,401) | ||||
| Fee-Related Earnings | $ | 764,228 | $ | 606,331 |
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Balance sheet
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP to non-GAAP financial measures as of December 31, 2024 and 2023:
| December 31, | |||||||
|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2024 | 2023 | |||||
| Total GAAP Assets | $ | 10,535,109 | $ | 9,369,672 | |||
| Impact of other consolidated entities | |||||||
| Cash and cash equivalents | (660,961) | (559,708) | |||||
| Due from affiliates | (373,850) | (346,910) | |||||
| Investments | (5,339,846) | (4,954,855) | |||||
| Intangible assets and goodwill | (59,472) | (77,688) | |||||
| Other assets | (270,437) | (285,406) | |||||
| Subtotal for other consolidated entities | (6,704,566) | (6,224,567) | |||||
| Reclassification adjustments(1) | |||||||
| Restricted cash | (13,175) | (13,183) | |||||
| Due from affiliates | (73,162) | (72,067) | |||||
| Investments | (2,163,435) | (1,769,257) | |||||
| Net accrued performance | 973,567 | 891,455 | |||||
| Investments in funds | 1,189,868 | 877,802 | |||||
| Other assets | 504,979 | 502,419 | |||||
| Subtotal for reclassification adjustments | 418,642 | 417,169 | |||||
| Total Book Assets | $ | 4,249,185 | $ | 3,562,274 | |||
| Total GAAP Liabilities | $ | 6,943,120 | $ | 6,008,538 | |||
| Impact of other consolidated entities | |||||||
| Accounts payable and accrued expenses | (209,254) | (167,235) | |||||
| Due to affiliates | (146,125) | (137,479) | |||||
| Accrued performance allocation compensation | (4,376,523) | (4,096,052) | |||||
| Other liabilities | (322,392) | (377,727) | |||||
| Subtotal for other consolidated entities | (5,054,294) | (4,778,493) | |||||
| Reclassification adjustments(1) | |||||||
| Accounts payable and accrued expenses | 612,162 | 291,586 | |||||
| Due to affiliates | (319,012) | (5,696) | |||||
| Other liabilities | (285,170) | (274,736) | |||||
| Subtotal for reclassification adjustments | 7,980 | 11,154 | |||||
| Total Book Liabilities | $ | 1,896,806 | $ | 1,241,199 | |||
| Total GAAP Equity | $ | 3,591,989 | $ | 3,361,134 | |||
| Impact of other consolidated entities | (1,650,272) | (1,446,074) | |||||
| Reclassification adjustments(1) | 410,662 | 406,015 | |||||
| Net Book Value | $ | 2,352,379 | $ | 2,321,075 |
___________
(1)Certain amounts were reclassified to reflect how we utilize our non-GAAP balance sheet measures. We separately analyze our investments on a non-GAAP basis between accrued performance fees and other investments, which consists of co-investments into our funds and other equity method investments. Additionally, we reclassified U.S. GAAP financial statement amounts due from affiliates and certain amounts within other assets, net for non-GAAP purposes and reclassified U.S. GAAP financial statement amounts due to affiliates and other liabilities within accounts payable, accrued expenses and other for non-GAAP purposes.
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Operating Metrics
We monitor certain operating metrics that are common to the alternative asset management industry and that we believe provide important data regarding our business. The following operating metrics do not include other investments that are not included in the TPG Operating Group.
Assets Under Management
Assets Under Management (“AUM”) represents the sum of:
i.fair value of the investments and financial instruments held by our private equity, credit and real estate funds (including fund-level asset-related leverage), other than as described below, as well as related co-investment vehicles managed or advised by us, plus the capital that we are entitled to call from investors in those funds and vehicles, pursuant to the terms of their respective capital commitments, net of outstanding leverage associated with subscription-related credit facilities, and including capital commitments to funds that have yet to commence their investment periods;
ii.the gross amount of assets (including leverage where applicable) for our real estate investment trusts and BDCs;
iii.the net asset value of certain of our hedge funds; and
iv.the aggregate par amount of collateral assets, including principal cash, for our collateralized loan obligation vehicles.
Our definition of AUM is not based on any definition of AUM that may be set forth in the agreements governing the investment funds that we manage, or calculated pursuant to any regulatory definitions.
The following table summarizes our AUM by platform as of December 31, 2024 and 2023:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in millions) | ||||||
| Capital | $ | 74,408 | $ | 71,310 | ||
| Growth | 28,062 | 26,516 | ||||
| Impact | 26,569 | 19,079 | ||||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 72,359 | 59,631 | ||||
| TPG AG Real Estate | 18,674 | 18,268 | ||||
| Real Estate | 17,622 | 17,940 | ||||
| Market Solutions | 8,179 | 8,879 | ||||
| AUM as of end of period | $ | 245,873 | $ | 221,623 |
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The table below presents rollforwards of our total AUM for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 221,623 | $ | 135,034 | ||||||
| Acquisition | — | 75,305 | ||||||||
| Capital Raised | 30,123 | 15,743 | ||||||||
| Realizations | (22,913) | (10,234) | ||||||||
| Outflows(1) | (1,992) | (1,135) | ||||||||
| Changes in Investment Value and Other(2) | 19,032 | 6,910 | ||||||||
| AUM as of end of period | $ | 245,873 | $ | 221,623 |
___________
(1)Outflows represent redemptions and withdrawals.
(2)Changes in Investment Value and Other consists of changes in fair value, capital invested, available capital, and net fund-level asset related leverage activity plus other investment activities.
AUM increased approximately $24.2 billion during the year ended December 31, 2024. This change was driven by capital raised of $30.1 billion and net increases in investment value of $19.0 billion, partially offset by realizations of $22.9 billion. Capital raised was primarily attributable to Asia VIII within the Capital platform, Growth VI within the Growth platform, Rise Climate II and Rise Climate TI within the Impact platform, Credit Solutions III, MMDL V, and Essential Housing III within TPG AG Credit and TGS within the Market Solutions platform. These increases were partially offset by realizations of $22.9 billion primarily attributable to TPG VII, TPG VIII and Asia VII within the Capital platform, Growth IV within the Growth platform, Rise Climate I within the Impact platform, Credit Solutions II Dislocation A, MMDL IV, Essential Housing II and Credit Solutions II within TPG AG Credit and Asia Realty IV and Realty Value X within TPG AG Real Estate. AUM also increased due to investment appreciation during the year ended December 31, 2024.
Fee Earning Assets Under Management
Fee earning AUM (“FAUM”) represents only the AUM from which we are entitled to receive management fees. FAUM is the sum of all the individual fee bases that are used to calculate our management fees and differs from AUM in the following respects: (i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which we are entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our credit and real estate funds, have different methodologies for calculating management fees that are not based on the fair value of the respective funds’ underlying investments. We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees. Our definition of FAUM is not based on any definition of AUM or FAUM that is set forth in the agreements governing the investment funds and products that we manage.
The following table summarizes our FAUM by platform as of December 31, 2024 and 2023:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in millions) | ||||||
| Capital | $ | 37,075 | $ | 38,972 | ||
| Growth | 12,334 | 12,339 | ||||
| Impact | 17,357 | 13,727 | ||||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 43,005 | 40,005 | ||||
| TPG AG Real Estate | 14,379 | 14,035 | ||||
| Real Estate | 11,759 | 11,298 | ||||
| Market Solutions | 5,377 | 6,418 | ||||
| FAUM as of end of period | $ | 141,286 | $ | 136,794 |
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The table below presents rollforwards of our FAUM for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 136,794 | $ | 77,945 | ||||||
| Acquisition | — | 51,624 | ||||||||
| Fee Earning Capital Raised(1) | 10,735 | 9,005 | ||||||||
| Net Change in Investment Activity(2) | (674) | 1,719 | ||||||||
| Outflows(3) | (1,906) | (1,109) | ||||||||
| Reduction in Fee Base of Certain Funds(4) | (3,663) | (2,389) | ||||||||
| FAUM as of end of period | $ | 141,286 | $ | 136,794 |
___________
(1)Fee Earning Capital Raised represents capital raised by our funds for which management fees calculated based on commitments or subscriptions were activated during the period.
(2)Net Change in Investment Activity includes capital called during the period, net of return of capital distributions and changes in net asset value of hedge funds. It also includes adjustments related to funds with a fee structure based on the cost or value of investments.
(3)Outflows represent redemptions and withdrawals.
(4)Reduction in Fee Base represents decreases in the fee basis for funds where the investment or commitment fee period has expired, and the fee base has reduced from commitment base to actively invested capital. It also includes reductions for funds that are no longer fee paying.
FAUM increased from $136.8 billion as of December 31, 2023 to $141.3 billion as of December 31, 2024. This was driven by fee earning capital raised activity totaling $10.7 billion primarily attributable to the subsequent closings of Asia VIII within the Capital platform, which had its final close in April 2024, Growth VI within the Growth platform, which was activated during the fourth quarter of 2023, Rise Climate II and Rise Climate TI within the Impact platform, which had their initial closes during the third and fourth quarters of 2024, respectively, and TCAP within TPG AG Credit. For the year ended December 31, 2024, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.17%.
Net Accrued Performance
Net accrued performance represents both unrealized and undistributed performance allocations and fee-related performance revenues resulting from our general partner interests in investment funds that we manage. We believe this measure is useful to investors as it provides additional insight into the accrued performance to which the TPG Operating Group Common Unit holders are expected to receive.
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The tables below summarize our net accrued performance by fund vintage year and platform as of December 31, 2024 and December 31, 2023:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in millions) | ||||||
| Fund Vintage | ||||||
| 2019 & Prior | $ | 684 | $ | 709 | ||
| 2020 | 117 | 104 | ||||
| 2021 | 78 | 56 | ||||
| 2022 | 87 | 22 | ||||
| 2023 | 5 | — | ||||
| 2024 | 3 | — | ||||
| Net Accrued Performance | $ | 974 | $ | 891 |
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in millions) | ||||||
| Platform | ||||||
| Capital | $ | 468 | $ | 404 | ||
| Growth | 226 | 185 | ||||
| Impact | 116 | 107 | ||||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 73 | 59 | ||||
| TPG AG Real Estate | 71 | 97 | ||||
| Real Estate | 11 | 12 | ||||
| Market Solutions | 9 | 27 | ||||
| Net Accrued Performance | $ | 974 | $ | 891 |
Net accrued performance was primarily driven by TPG VII, TPG VIII, Asia VII, Growth IV, Growth V and Rise I as of December 31, 2024 and TPG VII, TPG VIII, Asia VI, Asia VII, Growth IV, Growth V, Rise I, Rise II and Rise Climate I as of December 31, 2023.
We also utilize Performance Generating AUM and Performance Eligible AUM as key metrics to understand AUM that could produce performance allocations or fee related performance revenues. Performance Generating AUM refers to the AUM of funds we manage that are currently above their respective hurdle rate or preferred return, and profit of such funds are being allocated to, or earned by, us in accordance with the applicable limited partnership agreements or other governing agreements. Performance Eligible AUM refers to the AUM that is currently, or may eventually, produce performance allocations or fee-related performance revenues. All funds for which we are entitled to receive a performance allocation, incentive fee or fee-related performance revenue are included in Performance Eligible AUM.
Performance Generating AUM totaled $163.4 billion and $150.8 billion as of December 31, 2024 and December 31, 2023, respectively. Across the investment funds that we manage, Performance Eligible AUM totaled $209.3 billion and $191.8 billion as of December 31, 2024 and December 31, 2023, respectively.
AUM Subject to Fee Earning Growth
AUM Subject to Fee Earning Growth represents capital commitments that when deployed have the ability to grow our fees through earning new management fees (AUM Not Yet Earning Fees) or when management fees can be charged at a higher rate as capital is invested or for certain funds as management fee rates increase during the life of a fund (FAUM Subject to Step-Up).
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AUM Not Yet Earning Fees represents the amount of capital commitments to TPG’s funds and co-investment vehicles that has not yet been invested or considered active, and as this capital is invested or activated, the fee-paying portion will be included in FAUM. FAUM Subject to Step-Up represents capital raised within certain funds where the management fee rate increases once capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases. FAUM Subject to Step-Up is included within FAUM.
The table below reflects AUM Subject to Fee Earning Growth by platform as of years ended December 31, 2024 and 2023:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in millions) | ||||||
| AUM Not Yet Earning Fees: | ||||||
| Capital | $ | 3,088 | $ | 2,444 | ||
| Growth | 2,796 | 2,979 | ||||
| Impact | 1,928 | 173 | ||||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 7,613 | 3,721 | ||||
| TPG AG Real Estate | 953 | 1,206 | ||||
| Real Estate | 2,515 | 2,720 | ||||
| Market Solutions | 315 | 809 | ||||
| Total AUM Not Yet Earning Fees | $ | 19,208 | $ | 14,052 | ||
| FAUM Subject to Step-Up: | ||||||
| Capital | $ | 926 | $ | 1,565 | ||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 5,828 | 6,389 | ||||
| TPG AG Real Estate | 2,183 | 2,389 | ||||
| Total FAUM Subject to Step-Up: | $ | 8,937 | $ | 10,343 | ||
| Total AUM Subject to Fee Earning Growth | $ | 28,145 | $ | 24,395 |
As of December 31, 2024, AUM Not Yet Earning Fees was $19.2 billion, which primarily consisted of TPG VII, TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, Rise Climate I within the Impact platform, TREP III and TAC+ within the Real Estate platform, and MMDL V, Credit Solutions III and Essential Housing III within TPG AG Credit.
Associated with FAUM Subject to Step-Up, management fee rates for these respective underlying funds range between 0.24% and 1.75% and step-up to rates in the range of 0.25% and 1.75% after capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases. FAUM Subject to Step-Up as of December 31, 2024 relates primarily to TPG IX within the Capital platform, Credit Solutions II and MMDL V within TPG AG Credit and Realty Value XI and Asia Realty V within TPG AG Real Estate.
Capital Raised
Capital raised is the aggregate amount of subscriptions and capital raised by our investment funds and co-investment vehicles during a given period, as well as the senior and subordinated notes issued through our CLOs and equity raised through our perpetual vehicles. We believe this measure is useful to investors as it measures access to capital across TPG and our ability to grow our management fee base.
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The table below presents capital raised by platform for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||
| ($ in millions) | ||||||||||||
| Capital | $ | 5,513 | $ | 9,047 | ||||||||
| Growth | 1,678 | 2,673 | ||||||||||
| Impact | 6,891 | 1,047 | ||||||||||
| TPG Angelo Gordon | ||||||||||||
| TPG AG Credit | 12,423 | 694 | ||||||||||
| TPG AG Real Estate | 1,832 | 370 | ||||||||||
| Real Estate | 414 | 994 | ||||||||||
| Market Solutions | 1,372 | 918 | ||||||||||
| Total Capital Raised | $ | 30,123 | $ | 15,743 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Capital raised totaled approximately $30.1 billion for the year ended December 31, 2024. This was primarily attributable to the fundraising activities of Asia VIII within the Capital platform, Growth VI within the Growth platform, Rise Climate II and Rise Climate TI within the Impact platform, Credit Solutions III, MMDL V and Essential Housing III within TPG AG Credit and TGS within the Market Solutions platform during the year ended December 31, 2024.
Available Capital
Available capital is the aggregate amount of unfunded capital commitments and recallable distributions that partners have committed to our funds and co-investment vehicles to fund future investments. Available capital is reduced for investments completed using fund-level subscription-related credit facilities. We believe this measure is useful to investors as it provides additional insight into the amount of capital that is available to our investment funds and co-investment vehicles to make future investments.
The table below presents available capital by platform as of December 31, 2024 and 2023:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in millions) | ||||||
| Capital | $ | 14,345 | $ | 17,056 | ||
| Growth | 5,297 | 5,021 | ||||
| Impact | 9,767 | 4,761 | ||||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 12,325 | 7,087 | ||||
| TPG AG Real Estate | 6,954 | 7,344 | ||||
| Real Estate | 6,422 | 8,370 | ||||
| Market Solutions | 2,492 | 1,683 | ||||
| Available Capital | $ | 57,602 | $ | 51,322 |
Available capital totaled $57.6 billion as of December 31, 2024. This is primarily attributable to the available capital for TPG VII, TPG VIII, TPG IX, Asia VIII and THP II within the Capital platform, Growth VI within the Growth platform, Rise Climate I, Rise Climate II and Rise Climate TI within the Impact platform, MMDL V, Credit Solutions III and Essential Housing II within TPG AG Credit, Europe Realty IV, Realty Value XI and Asia Realty V within TPG AG Real Estate, TREP IV within the Real Estate platform and TGS within the Market Solutions platform.
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Capital Invested
Capital invested is the aggregate amount of capital invested during a given period by our investment funds, co-investment vehicles and CLOs, as well as increases in gross assets of certain perpetual funds. It excludes certain hedge fund activity, but includes investments made using investment financing arrangements like credit facilities, as applicable. We believe this measure is useful to investors as it measures capital deployment across the firm.
The table below presents capital invested by platform for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||
| ($ in millions) | ||||||||||||
| Capital | $ | 5,934 | $ | 9,988 | ||||||||
| Growth | 1,817 | 2,198 | ||||||||||
| Impact | 2,171 | 3,909 | ||||||||||
| TPG Angelo Gordon | ||||||||||||
| TPG AG Credit | 16,234 | 3,081 | ||||||||||
| TPG AG Real Estate | 3,054 | 322 | ||||||||||
| Real Estate | 3,276 | 1,840 | ||||||||||
| Market Solutions | 458 | 879 | ||||||||||
| Capital Invested | $ | 32,944 | $ | 22,217 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Capital invested was $32.9 billion for the year ended December 31, 2024, which was primarily attributable to TPG IX and Asia VIII within the Capital platform, Growth VI within the Growth platform, Rise III and Rise Climate I within the Impact platform, Essential Housing III, MMDL V, TCAP, ABC Fund, MMDL Evergreen and Credit Solutions III within TPG AG Credit, Realty Value XI within TPG AG Real Estate and TREP IV within the Real Estate platform.
Realizations
Realizations represent proceeds from the disposition of investments and current income, and in the case of credit funds, distributions sourced from realization proceeds.
The table below presents realizations by platform for the years ended December 31, 2024 and 2023:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||
| ($ in millions) | ||||||||||||
| Capital | $ | 6,706 | $ | 6,271 | ||||||||
| Growth | 2,785 | 750 | ||||||||||
| Impact | 1,408 | 301 | ||||||||||
| TPG Angelo Gordon | ||||||||||||
| TPG AG Credit | 7,506 | 641 | ||||||||||
| TPG AG Real Estate | 2,514 | 293 | ||||||||||
| Real Estate | 1,327 | 1,703 | ||||||||||
| Market Solutions | 667 | 275 | ||||||||||
| Total Realizations | $ | 22,913 | $ | 10,234 | (1) |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
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Realizations were $22.9 billion for the year ended December 31, 2024. This was primarily attributable to a higher pace of realization activities in TPG VII, TPG VIII and Asia VII within the Capital platform, Growth IV within the Growth platform, Rise Climate I within the Impact platform, Credit Solutions II Dislocation A, MMDL IV, Essential Housing II and Credit Solutions II within TPG AG Credit and Asia Realty IV and Realty Value X within TPG AG Real Estate during the year ended December 31, 2024.
Fund Performance Metrics
Fund performance information for our investment funds as of December 31, 2024 is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. These fund performance metrics do not include co-investment vehicles, SMAs or certain other legacy or discontinued funds. Additionally, these fund performance metrics exclude the firm’s CLOs and real estate investment trusts. The fund return information for individual funds reflected in this discussion and analysis is not necessarily indicative of our firmwide performance and is also not necessarily indicative of the future performance of any particular fund. An investment in us is not an investment in any of our funds. This track record presentation is unaudited and does not purport to represent the respective fund’s financial results in accordance with U.S. GAAP. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A.Risk Factors—Risks Related to Our Business—Our funds’ historical returns should not be considered as indicative of our or our funds’ future results or of any returns expected on an investment in our Class A common stock.”
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The following tables reflect the performance of our selected funds as of December 31, 2024 ($ in millions):
| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Platform: Capital | |||||||||||||||||||||||||||||||
| Capital Funds | |||||||||||||||||||||||||||||||
| Air Partners | 1993 | $ | 64 | $ | 64 | $ | 697 | $ | — | $ | 697 | 81 | % | 10.9x | 73 | % | 8.9x | ||||||||||||||
| TPG I | 1994 | 721 | 696 | 3,095 | — | 3,095 | 47 | % | 4.4x | 36 | % | 3.5x | |||||||||||||||||||
| TPG II | 1997 | 2,500 | 2,554 | 5,010 | — | 5,010 | 13 | % | 2.0x | 10 | % | 1.7x | |||||||||||||||||||
| TPG III | 1999 | 4,497 | 3,718 | 12,360 | — | 12,360 | 34 | % | 3.3x | 26 | % | 2.6x | |||||||||||||||||||
| TPG IV | 2003 | 5,800 | 6,157 | 13,734 | — | 13,734 | 20 | % | 2.2x | 15 | % | 1.9x | |||||||||||||||||||
| TPG V | 2006 | 15,372 | 15,564 | 22,074 | — | 22,074 | 6 | % | 1.4x | 5 | % | 1.4x | |||||||||||||||||||
| TPG VI | 2008 | 18,873 | 19,220 | 33,360 | 155 | 33,515 | 14 | % | 1.7x | 10 | % | 1.5x | |||||||||||||||||||
| TPG VII | 2015 | 10,495 | 10,215 | 21,153 | 3,762 | 24,915 | 26 | % | 2.4x | 20 | % | 2.0x | |||||||||||||||||||
| TPG VIII | 2019 | 11,505 | 10,738 | 5,227 | 14,842 | 20,069 | 28 | % | 1.8x | 19 | % | 1.5x | |||||||||||||||||||
| TPG IX | 2022 | 12,014 | 7,228 | 12 | 9,147 | 9,159 | 42 | % | 1.3x | 21 | % | 1.1x | |||||||||||||||||||
| Capital Funds | 81,841 | 76,154 | 116,722 | 27,906 | 144,628 | 23 | % | 1.9x | 15 | % | 1.6x | ||||||||||||||||||||
| Asia Funds | |||||||||||||||||||||||||||||||
| Asia I | 1994 | 96 | 78 | 71 | — | 71 | (3 | %) | 0.9x | (10 | %) | 0.7x | |||||||||||||||||||
| Asia II | 1998 | 392 | 764 | 1,669 | — | 1,669 | 17 | % | 2.2x | 14 | % | 1.9x | |||||||||||||||||||
| Asia III | 2000 | 724 | 623 | 3,316 | — | 3,316 | 46 | % | 5.3x | 31 | % | 3.8x | |||||||||||||||||||
| Asia IV | 2005 | 1,561 | 1,603 | 4,089 | — | 4,089 | 23 | % | 2.6x | 17 | % | 2.1x | |||||||||||||||||||
| Asia V | 2007 | 3,841 | 3,257 | 5,438 | 118 | 5,556 | 10 | % | 1.7x | 6 | % | 1.4x | |||||||||||||||||||
| Asia VI | 2012 | 3,270 | 3,285 | 4,061 | 2,453 | 6,514 | 13 | % | 2.0x | 9 | % | 1.6x | |||||||||||||||||||
| Asia VII | 2017 | 4,630 | 4,582 | 3,545 | 4,306 | 7,851 | 17 | % | 1.7x | 10 | % | 1.4x | |||||||||||||||||||
| Asia VIII | 2022 | 5,259 | 2,679 | — | 3,376 | 3,376 | 37 | % | 1.3x | 11 | % | 1.1x | |||||||||||||||||||
| Asia Funds | 19,773 | 16,871 | 22,189 | 10,253 | 32,442 | 20 | % | 2.0x | 14 | % | 1.6x | ||||||||||||||||||||
| Healthcare Funds | |||||||||||||||||||||||||||||||
| THP I | 2019 | 2,704 | 2,430 | 889 | 3,192 | 4,081 | 25 | % | 1.7x | 15 | % | 1.4x | |||||||||||||||||||
| THP II | 2022 | 3,576 | 1,697 | 2 | 2,235 | 2,237 | 51 | % | 1.4x | 24 | % | 1.2x | |||||||||||||||||||
| Healthcare Funds | 6,280 | 4,127 | 891 | 5,427 | 6,318 | 27 | % | 1.6x | 16 | % | 1.3x | ||||||||||||||||||||
| Continuation Vehicles | |||||||||||||||||||||||||||||||
| TPG AAF | 2021 | 1,317 | 1,314 | 2,720 | — | 2,720 | 43 | % | 2.1x | 37 | % | 1.9x | |||||||||||||||||||
| TPG AION | 2021 | 207 | 207 | — | 136 | 136 | (12 | %) | 0.7x | (12 | %) | 0.6x | |||||||||||||||||||
| Continuation Vehicles | 1,524 | 1,521 | 2,720 | 136 | 2,856 | 35 | % | 1.9x | 29 | % | 1.7x | ||||||||||||||||||||
| Platform: Growth | |||||||||||||||||||||||||||||||
| Growth Funds | |||||||||||||||||||||||||||||||
| STAR | 2007 | 1,264 | 1,259 | 1,895 | — | 1,895 | 12 | % | 1.5x | 6 | % | 1.3x | |||||||||||||||||||
| Growth II | 2011 | 2,041 | 2,185 | 4,846 | 469 | 5,315 | 21 | % | 2.5x | 15 | % | 2.0x | |||||||||||||||||||
| Growth III | 2015 | 3,128 | 3,377 | 4,782 | 2,236 | 7,018 | 25 | % | 2.0x | 16 | % | 1.7x | |||||||||||||||||||
| Growth IV | 2017 | 3,739 | 3,624 | 3,185 | 4,540 | 7,725 | 21 | % | 2.1x | 15 | % | 1.7x | |||||||||||||||||||
| Gator | 2019 | 726 | 686 | 770 | 479 | 1,249 | 26 | % | 1.8x | 21 | % | 1.6x | |||||||||||||||||||
| Growth V | 2020 | 3,558 | 3,280 | 668 | 4,893 | 5,561 | 24 | % | 1.7x | 16 | % | 1.4x | |||||||||||||||||||
| Growth VI | 2023 | 2,191 | 987 | 1 | 1,170 | 1,171 | 273 | % | 1.3x | 72 | % | 1.1x | |||||||||||||||||||
| Growth Funds | 16,647 | 15,398 | 16,147 | 13,787 | 29,934 | 20 | % | 2.0x | 14 | % | 1.6x | ||||||||||||||||||||
| Tech Adjacencies Funds | |||||||||||||||||||||||||||||||
| TTAD I | 2018 | 1,574 | 1,497 | 1,179 | 1,499 | 2,678 | 21 | % | 1.7x | 16 | % | 1.5x | |||||||||||||||||||
| TTAD II | 2021 | 3,198 | 2,179 | 214 | 2,669 | 2,883 | 18 | % | 1.3x | 13 | % | 1.2x | |||||||||||||||||||
| TTAD III | 381 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||||||||
| Tech Adjacencies Funds | 5,153 | 3,676 | 1,393 | 4,168 | 5,561 | 20 | % | 1.5x | 15 | % | 1.4x | ||||||||||||||||||||
| TDM | 2017 | 1,326 | 583 | — | 1,054 | 1,054 | 14 | % | 1.8x | 11 | % | 1.6x | |||||||||||||||||||
| LSI | 2023 | 410 | 160 | — | 163 | 163 | (16 | %) | 0.9x | (58 | %) | 0.7x |
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| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Platform: Impact | |||||||||||||||||||||||||||||||
| The Rise Funds | |||||||||||||||||||||||||||||||
| Rise I | 2017 | $ | 2,106 | $ | 2,017 | $ | 1,543 | $ | 2,260 | $ | 3,803 | 17 | % | 1.8x | 11 | % | 1.5x | ||||||||||||||
| Rise II | 2020 | 2,176 | 2,044 | 309 | 2,967 | 3,276 | 20 | % | 1.6x | 13 | % | 1.4x | |||||||||||||||||||
| Rise III | 2022 | 2,700 | 1,783 | 41 | 2,349 | 2,390 | 48 | % | 1.4x | 22 | % | 1.2x | |||||||||||||||||||
| The Rise Funds | 6,982 | 5,844 | 1,893 | 7,576 | 9,469 | 19 | % | 1.6x | 12 | % | 1.4x | ||||||||||||||||||||
| Rise Climate Funds | |||||||||||||||||||||||||||||||
| Rise Climate I | 2021 | 7,268 | 5,483 | 1,077 | 6,339 | 7,416 | 29 | % | 1.4x | 14 | % | 1.2x | |||||||||||||||||||
| Rise Climate II(20) | 4,659 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||||||||
| Rise Climate Global South(20) | 200 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||||||||
| Rise Climate TI | 1,308 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||||||||
| Rise Climate Funds | 13,435 | 5,483 | 1,077 | 6,339 | 7,416 | 29 | % | 1.4x | 14 | % | 1.2x | ||||||||||||||||||||
| TSI | 2018 | 333 | 133 | 368 | — | 368 | 35 | % | 2.8x | 25 | % | 2.1x | |||||||||||||||||||
| Evercare | 2019 | 621 | 444 | 32 | 518 | 550 | 5 | % | 1.2x | 1 | % | 1.0x | |||||||||||||||||||
| TPG NEXT(11) | 2023 | 554 | 7 | — | 7 | 7 | NM | NM | NM | NM | |||||||||||||||||||||
| Platform: Real Estate | |||||||||||||||||||||||||||||||
| TPG Real Estate Partners | |||||||||||||||||||||||||||||||
| TREP II | 2014 | 2,065 | 2,213 | 3,555 | 18 | 3,573 | 28 | % | 1.7x | 18 | % | 1.5x | |||||||||||||||||||
| TREP III | 2018 | 3,722 | 4,249 | 3,113 | 2,503 | 5,616 | 13 | % | 1.4x | 9 | % | 1.3x | |||||||||||||||||||
| TREP IV | 2022 | 6,820 | 3,522 | 546 | 3,282 | 3,828 | 9 | % | 1.1x | (8 | %) | 0.9x | |||||||||||||||||||
| TPG Real Estate Partners | 12,607 | 9,984 | 7,214 | 5,803 | 13,017 | 20 | % | 1.4x | 11 | % | 1.2x | ||||||||||||||||||||
| TAC+ | 2021 | 1,797 | 1,040 | 100 | 949 | 1,049 | 0 | % | 1.0x | (1 | %) | 1.0x | |||||||||||||||||||
| TRECO | 2024 | 550 | 563 | 373 | 210 | 583 | NM | NM | NM | NM | |||||||||||||||||||||
| Platform: Market Solutions | |||||||||||||||||||||||||||||||
| NewQuest Funds | |||||||||||||||||||||||||||||||
| NewQuest I(11) | 2011 | 390 | 291 | 767 | — | 767 | 48 | % | 3.2x | 37 | % | 2.3x | |||||||||||||||||||
| NewQuest II(11) | 2013 | 310 | 342 | 667 | 89 | 756 | 24 | % | 2.3x | 19 | % | 1.8x | |||||||||||||||||||
| NewQuest III(11) | 2016 | 541 | 543 | 503 | 362 | 865 | 12 | % | 1.6x | 8 | % | 1.4x | |||||||||||||||||||
| NewQuest IV(11) | 2020 | 1,000 | 958 | 145 | 1,176 | 1,321 | 15 | % | 1.4x | 8 | % | 1.2x | |||||||||||||||||||
| NewQuest V(11) | 2022 | 673 | 327 | 137 | 357 | 494 | 60 | % | 1.8x | 42 | % | 1.5x | |||||||||||||||||||
| NewQuest Funds | 2,914 | 2,461 | 2,219 | 1,984 | 4,203 | 34 | % | 1.8x | 21 | % | 1.5x | ||||||||||||||||||||
| TGS(11) | 2022 | 1,864 | 359 | — | 521 | 521 | NM | 3.0x | NM | 3.2x | |||||||||||||||||||||
| Platform: TPG Angelo Gordon | |||||||||||||||||||||||||||||||
| Credit Solutions | |||||||||||||||||||||||||||||||
| Credit Solutions | |||||||||||||||||||||||||||||||
| Credit Solutions I | 2019 | 1,805 | 1,801 | 1,889 | 850 | 2,739 | 17 | % | 1.6x | 13 | % | 1.4x | |||||||||||||||||||
| Credit Solutions I Dislocation A | 2020 | 909 | 602 | 795 | — | 795 | 34 | % | 1.3x | 27 | % | 1.3x | |||||||||||||||||||
| Credit Solutions I Dislocation B | 2020 | 308 | 176 | 211 | — | 211 | 28 | % | 1.2x | 21 | % | 1.2x | |||||||||||||||||||
| Credit Solutions II | 2021 | 3,134 | 2,730 | 712 | 2,773 | 3,485 | 17 | % | 1.3x | 13 | % | 1.2x | |||||||||||||||||||
| Credit Solutions II Dislocation A | 2022 | 1,310 | 868 | 837 | 207 | 1,044 | 22 | % | 1.2x | 16 | % | 1.2x | |||||||||||||||||||
| Credit Solutions III | 2024 | 2,211 | — | — | 80 | 80 | NM | NM | NM | NM | |||||||||||||||||||||
| Credit Solutions | 9,677 | 6,177 | 4,444 | 3,910 | 8,354 | 19 | % | 1.4x | 14 | % | 1.3x | ||||||||||||||||||||
| Essential Housing | |||||||||||||||||||||||||||||||
| Essential Housing I | 2020 | 642 | 456 | 562 | 15 | 577 | 15 | % | 1.3x | 12 | % | 1.2x | |||||||||||||||||||
| Essential Housing II | 2021 | 2,534 | 1,071 | 641 | 685 | 1,326 | 16 | % | 1.3x | 12 | % | 1.2x | |||||||||||||||||||
| Essential Housing III | 2024 | 1,414 | 312 | — | 313 | 313 | NM | NM | NM | NM | |||||||||||||||||||||
| Essential Housing | 4,590 | 1,839 | 1,203 | 1,013 | 2,216 | 16 | % | 1.3x | 12 | % | 1.2x | ||||||||||||||||||||
| Hybrid Solutions | 155 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||||||||
| Structured Credit & Specialty Finance | |||||||||||||||||||||||||||||||
| ABC Fund I | 2021 | 1,005 | 864 | 95 | 995 | 1,090 | 18 | % | 1.3x | 14 | % | 1.2x | |||||||||||||||||||
| ABC Fund II | 2024 | 393 | — | — | (3) | (3) | NM | NM | NM | NM | |||||||||||||||||||||
| Structured Credit & Specialty Finance | 1,398 | 864 | 95 | 992 | 1,087 | 18 | % | 1.3x | 14 | % | 1.2x |
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| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Middle Market Direct Lending(12) | |||||||||||||||||||||||||||||||
| MMDL I | 2015 | $ | 594 | $ | 572 | $ | 846 | $ | — | $ | 846 | 14 | % | 1.6x | 10 | % | 1.4x | ||||||||||||||
| MMDL II | 2016 | 1,580 | 1,563 | 1,747 | 591 | 2,338 | 14 | % | 1.7x | 10 | % | 1.5x | |||||||||||||||||||
| MMDL III | 2018 | 2,751 | 2,547 | 2,347 | 1,319 | 3,666 | 13 | % | 1.6x | 10 | % | 1.4x | |||||||||||||||||||
| MMDL IV | 2020 | 2,671 | 2,586 | 1,056 | 2,432 | 3,488 | 15 | % | 1.5x | 11 | % | 1.4x | |||||||||||||||||||
| MMDL IV Annex | 2021 | 797 | 767 | 213 | 739 | 952 | 15 | % | 1.4x | 11 | % | 1.3x | |||||||||||||||||||
| MMDL V | 2022 | 3,924 | 1,427 | 156 | 1,468 | 1,624 | 18 | % | 1.2x | 14 | % | 1.2x | |||||||||||||||||||
| Middle Market Direct Lending | 12,317 | 9,462 | 6,365 | 6,549 | 12,914 | 14 | % | 1.5x | 11 | % | 1.4x | ||||||||||||||||||||
| U.S. Real Estate | |||||||||||||||||||||||||||||||
| Realty | |||||||||||||||||||||||||||||||
| Realty I | 1994 | 30 | 30 | 65 | — | 65 | 27 | % | 2.2x | 20 | % | 1.9x | |||||||||||||||||||
| Realty II | 1995 | 33 | 33 | 81 | — | 81 | 31 | % | 2.4x | 22 | % | 2.2x | |||||||||||||||||||
| Realty III | 1997 | 61 | 94 | 120 | — | 120 | 5 | % | 1.3x | 3 | % | 1.3x | |||||||||||||||||||
| Realty IV | 1999 | 255 | 332 | 492 | — | 492 | 11 | % | 1.5x | 8 | % | 1.5x | |||||||||||||||||||
| Realty V | 2001 | 333 | 344 | 582 | — | 582 | 32 | % | 1.7x | 26 | % | 1.6x | |||||||||||||||||||
| Realty VI | 2005 | 514 | 558 | 657 | — | 657 | 5 | % | 1.2x | 3 | % | 1.1x | |||||||||||||||||||
| Realty VII | 2007 | 1,257 | 1,675 | 2,543 | 1 | 2,544 | 17 | % | 1.7x | 12 | % | 1.5x | |||||||||||||||||||
| Realty VIII | 2011 | 1,265 | 2,136 | 2,774 | 153 | 2,927 | 15 | % | 1.7x | 11 | % | 1.4x | |||||||||||||||||||
| Realty IX | 2015 | 1,329 | 1,984 | 2,262 | 221 | 2,483 | 8 | % | 1.4x | 5 | % | 1.2x | |||||||||||||||||||
| Realty Value X | 2018 | 2,775 | 4,504 | 3,875 | 1,770 | 5,645 | 14 | % | 1.4x | 9 | % | 1.2x | |||||||||||||||||||
| Realty Value XI | 2022 | 2,589 | 1,991 | 761 | 1,411 | 2,172 | 10 | % | 1.1x | (1 | %) | 1.0x | |||||||||||||||||||
| Realty | 10,441 | 13,681 | 14,212 | 3,556 | 17,768 | 14 | % | 1.5x | 10 | % | 1.3x | ||||||||||||||||||||
| Core Plus Realty | |||||||||||||||||||||||||||||||
| Core Plus Realty I | 2003 | 534 | 532 | 876 | — | 876 | 20 | % | 1.6x | 18 | % | 1.5x | |||||||||||||||||||
| Core Plus Realty II | 2006 | 794 | 1,112 | 1,456 | — | 1,456 | 11 | % | 1.4x | 8 | % | 1.3x | |||||||||||||||||||
| Core Plus Realty III | 2011 | 1,014 | 1,420 | 2,231 | — | 2,231 | 23 | % | 1.8x | 19 | % | 1.6x | |||||||||||||||||||
| Core Plus Realty IV | 2015 | 1,308 | 2,012 | 1,994 | 316 | 2,310 | 5 | % | 1.2x | 2 | % | 1.1x | |||||||||||||||||||
| Core Plus Realty | 3,650 | 5,076 | 6,557 | 316 | 6,873 | 15 | % | 1.5x | 11 | % | 1.4x | ||||||||||||||||||||
| Asia Real Estate | |||||||||||||||||||||||||||||||
| Asia Realty | |||||||||||||||||||||||||||||||
| Asia Realty I | 2006 | 526 | 506 | 645 | — | 645 | 6 | % | 1.3x | 3 | % | 1.2x | |||||||||||||||||||
| Asia Realty II | 2010 | 616 | 602 | 1,071 | — | 1,071 | 24 | % | 1.8x | 16 | % | 1.6x | |||||||||||||||||||
| Asia Realty III | 2015 | 847 | 862 | 989 | 255 | 1,244 | 13 | % | 1.5x | 9 | % | 1.3x | |||||||||||||||||||
| Asia Realty IV | 2018 | 1,315 | 1,272 | 1,137 | 724 | 1,861 | 16 | % | 1.4x | 11 | % | 1.3x | |||||||||||||||||||
| Asia Realty V | 2022 | 2,007 | 832 | 49 | 931 | 980 | 35 | % | 1.2x | 11 | % | 1.1x | |||||||||||||||||||
| Asia Realty | 5,311 | 4,074 | 3,891 | 1,910 | 5,801 | 13 | % | 1.5x | 9 | % | 1.3x | ||||||||||||||||||||
| Japan Value | |||||||||||||||||||||||||||||||
| Japan Value(13) | 2023 | 417 | 140 | — | 151 | 151 | NM | NM | NM | NM | |||||||||||||||||||||
| Japan Value | 417 | 140 | — | 151 | 151 | NM | NM | NM | NM | ||||||||||||||||||||||
| Europe Real Estate | |||||||||||||||||||||||||||||||
| Europe Realty I | 2014 | 570 | 1,187 | 1,711 | 14 | 1,725 | 24 | % | 2.0x | 17 | % | 1.7x | |||||||||||||||||||
| Europe Realty II | 2017 | 843 | 1,737 | 1,681 | 610 | 2,291 | 9 | % | 1.4x | 7 | % | 1.3x | |||||||||||||||||||
| Europe Realty III(14) | 2019 | 1,515 | 2,086 | 741 | 1,483 | 2,224 | 13 | % | 1.4x | 9 | % | 1.2x | |||||||||||||||||||
| Europe Realty IV(14) | 2023 | 1,773 | 335 | 21 | 337 | 358 | NM | NM | NM | NM | |||||||||||||||||||||
| Europe Realty | 4,701 | 5,345 | 4,154 | 2,444 | 6,598 | 15 | % | 1.5x | 10 | % | 1.4x | ||||||||||||||||||||
| Net Lease | |||||||||||||||||||||||||||||||
| Net Lease Realty I | 2006 | 159 | 209 | 457 | — | 457 | 18 | % | 2.4x | 14 | % | 2.2x | |||||||||||||||||||
| Net Lease Realty II | 2010 | 559 | 1,060 | 1,854 | — | 1,854 | 16 | % | 2.4x | 11 | % | 2.0x | |||||||||||||||||||
| Net Lease Realty III | 2013 | 1,026 | 2,397 | 2,488 | 939 | 3,427 | 13 | % | 2.0x | 8 | % | 1.6x | |||||||||||||||||||
| Net Lease Realty IV | 2019 | 997 | 1,921 | 1,327 | 853 | 2,180 | 9 | % | 1.3x | 5 | % | 1.2x | |||||||||||||||||||
| Net Lease Realty V | 2024 | 194 | 153 | 101 | 55 | 156 | NM | NM | NM | NM | |||||||||||||||||||||
| Net Lease | 2,935 | 5,740 | 6,227 | 1,847 | 8,074 | 15 | % | 1.9x | 10 | % | 1.6x |
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The following table reflects the performance of our significant perpetual funds as of December 31, 2024 ($ in millions):
| Fund | Vintage Year(1) | AUM | Total Return(10) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Platform: Market Solutions | |||||||||
| TPEP Long/Short(15) | 2013 | $ | 1,350 | 138 | % | ||||
| TPEP Long Only(16) | 2019 | 969 | 59 | % | |||||
| Platform: TPG Angelo Gordon | |||||||||
| Credit Solutions | |||||||||
| Corporate Credit Opportunities(17) | 1988 | 346 | 10 | % | |||||
| Structured Credit & Specialty Finance | |||||||||
| MVP Fund(18) | 2009 | 6,520 | 12 | % | |||||
| ABC Evergreen(18) | 2024 | 1,003 | NM | ||||||
| Middle Market Direct Lending | |||||||||
| TCAP(19) | 2022 | 3,365 | 10 | % | |||||
| MMDL Evergreen | 2022 | 1,464 | 10 | % | |||||
| MMDL Offshore Evergreen | 2024 | 748 | NM | ||||||
| Multi-Strategy | |||||||||
| Super Fund(18) | 1993 | 964 | 9 | % |
__________
Note:
Past performance is not indicative of future results.
“NM” signifies that the relevant data would not be meaningful. Performance metrics are generally deemed “NM” when, among other reasons, there has been limited time since initial investment.
Performance metrics generally exclude amounts attributable to the fund’s general partner, its affiliated entities and “friends-of-the-firm” entities that generally pay no or reduced management fees and performance allocations. These metrics also represent an average of returns for all included investors and do not necessarily reflect the actual return of any particular investor.
Amounts shown are in U.S. dollars.
Unless otherwise noted, when an investment is made in another currency, (i) Capital Invested is calculated using the exchange rate at the time of the investment, (ii) Unrealized Value is calculated using the exchange rate at the period end and (iii) Realized Value reflects actual U.S. dollar proceeds to the fund.
(1)Vintage Year represents the year in which the fund consummated its first investment (or, if earlier, received its first capital contributions from investors). For platforms other than TPG Angelo Gordon, for consistency with prior reporting, however, the Vintage Year classification of any fund that held its initial closing before 2018 represents the year of such fund’s initial closing.
(2)Capital Committed represents the amount of inception to date commitments a particular fund has received. Certain of our newer vintage funds are actively fundraising and capital committed is subject to change.
(3)Capital Invested represents cash outlays by the fund for its investments, whether funded through investor capital contributions or borrowing under the fund’s credit facility. For TPG AG Credit funds, Capital Invested represents inception-to-date investor contributed capital net of returned contributions, excluding borrowings under the fund’s credit facility.
(4)Realized Value represents total cash received or earned by the fund in respect of such investment or investments through the period end, including all interest, dividends and other proceeds. For TPG AG Credit funds, Realized Value represents inception-to-date capital distributed by the fund, including any performance distributions net of recalled distributions, if any.
(5)Unrealized Value, with respect to an investment in a publicly traded security, is based on the closing market price of the security as of the period end on the principal exchange on which the security trades, as adjusted by the general partner for any restrictions on disposition. Unrealized Value, with respect to an investment that is not a publicly traded security, represents the general partner’s estimate of the unrealized fair value of the fund’s investment. Unrealized Value, with respect to TPG AG Credit funds, represents the ending NAV for such fund, which is the period end ending capital balances of the investors and general partner. Valuations entail a degree of subjectivity, and therefore actual value may differ from such estimated value and these differences may be material and adverse. Except as otherwise noted, valuations are as of the period end.
(6)Total Value is the sum of Realized Value and Unrealized Value of investments.
(7)Gross IRR and Gross MoM represent investment level performance by the fund and incorporates the impact of fund level credit facilities, to the extent utilized by the fund. Gross IRR and Gross MoM are calculated by adjusting Net IRR and Net MoM to generally approximate investor performance metrics excluding management fees, fund expenses (other than interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments) and performance allocations. Gross IRR is the discount rate at which (i) the present value of all Capital Invested in an investment or investments is equal to (ii) the present value of all realized and unrealized returns from such investment or investments. Gross IRR and Gross MoM for TPG AG Credit funds are calculated at the fund level and do not consider the impact of credit facilities and exclude fund expenses.
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(8)Net IRR represents the compound annualized return rate (i.e., the implied discount rate) of a fund, which is calculated using investor cash flows in the fund, including cash received from capital called from investors, cash distributed to investors and the investors’ ending capital balances as of the period end. Net IRR is the discount rate at which (i) the present value of all capital contributed by investors to the fund (which excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital) is equal to (ii) the present value of all cash distributed to investors and the investors’ ending capital balances.
(9)Net MoM represents the multiple-of-money on contributions to the fund by investors. Net MoM is calculated as the sum of cash distributed to investors and the investors’ ending capital balances as of the period end, divided by the amount of capital contributed to the fund by investors (which amount excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital).
(10)Total Return represents net performance data for investors (excluding certain classes/series with special fee arrangements), net of all expenses including actual quarterly management fees payable by the fund and the accrual of carried interest to the general partner.
(11)Unless otherwise specified, the fund performance information presented above for certain funds is, due to the nature of their strategy, as of September 30, 2024.
(12)Each Middle Market Direct Lending fund is comprised of four vehicles: onshore levered, onshore unlevered, offshore levered and offshore unlevered. Capital Committed, Capital Invested, Realized Value, Unrealized Value and Total Value for each fund are presented on a consolidated basis across the four vehicles. Performance metrics are presented only for the onshore levered vehicle of each fund. The Net IRRs and Net MoMs for TPG AG Middle Market Direct Lending funds on a consolidated basis were: (i) for the onshore unlevered vehicles, 7% and 1.3x, (ii) for the offshore levered vehicles, 10% and 1.3x and (iii) for the offshore unlevered vehicles, 7% and 1.2x.
(13)Japanese-Yen denominated fund. Commitments, Capital Invested and Realized Value are calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable.
(14)Includes Euro denominated fund entity with Commitments, Capital Invested and Realized Value calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable. Performance metrics only reflects capital committed in U.S. dollars, which represents the majority of capital committed to each fund. Net IRR and Net MoM were: (i) for the euro-denominated vehicle of Europe Realty III, 7% and 1.2x and (ii) for the euro-denominated vehicle of Europe Realty IV, NM and NM.
(15)These performance estimates represent the composite performance of TPG Public Equity Partners, LP and TPG Public Equity Partners Master Fund, L.P., adjusted as described below. The performance estimates are based on an investment in TPG Public Equity Partners, LP made on September 1, 2013, the date of TPEP’s inception, with the performance estimates for the period from January 1, 2016 to present being based on an investment in TPG Public Equity Partners Master Fund, L.P. made through TPG Public Equity Partners-A, L.P., the “onshore feeder.” As of December 31, 2024, TPEP Long/Short had estimated inception-to-date gross returns of 191% and net returns of 138%. Gross performance figures (i) are presented after any investment-related expenses, net interest, other expenses and the reinvestment of dividends; (ii) include any gains or losses from “new issue” securities; and (iii) are adjusted for illustration purposes to reflect the reduction of a hypothetical 1.5% annual management fee.
(16)These performance estimates represent performance for TPEP Long Only and are based on an investment in TPEP Long Only made on May 1, 2019, the date of TPEP Long Only’s inception, through TPG Public Equity Partners Long Opportunities-A, L.P., the “onshore feeder.” As of December 31, 2024, TPEP Long Only had estimated inception-to-date gross returns of 60% and net returns of 59%. Gross performance figures are presented after any investment-related expenses, a 1% annual management fee, net interest, other expenses and the reinvestment of dividends, and include any gains or losses from “new issue” securities.
(17)Total Return includes onshore investors participating directly through the master fund and investors through the offshore vehicle. Total Return for the offshore vehicle was 4%.
(18)Total Returns for onshore funds only. Total Returns for the offshore vehicles were: (i) for the MVP Fund, 11%, (ii) for ABC Evergreen, NM and (iii) for the Super Fund, 8%.
(19)TCAP launched on January 1, 2023. Total Return includes AGTB Private BDC, which commenced operations on May 10, 2022 and merged with TCAP on January 1, 2023. Total Return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested) divided by the beginning NAV per share. Inception-to-date figures for Class I, Class D, and Class S shares use the initial offering price per share as the beginning NAV. Total Return presented is for Class I and is prior to the impact of any potential upfront placement fees. An investment in TCAP is subject to a maximum upfront placement fee of 1.5% for Class D and 3.5% for Class S, which would reduce the amount of capital available for investment, if applicable. There are no upfront placement fees for Class I shares. Total Return has been annualized for periods less than or greater than one year. On July 28, 2023, TCAP completed its merger with AGTB where TCAP paid cash consideration for each share of common stock of AGTB. TCAP will continue as the surviving company. At the completion of the merger, AGTB’s final Net IRR was 6.1%.
(20)The Rise Climate Global South Fund excludes a $500 million commitment ($175 million of which was closed as of December 31, 2024) from ALTÉRRA Transformation LP made to a separate vehicle for purposes of deploying catalytic capital in connection with investments located in the Global South made by the Rise Climate II Fund and the Rise Climate Global South Fund.
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Liquidity and Capital Resources
We have historically derived revenues primarily from third-party assets under management and have required limited capital resources to support the working capital or operating needs of our business. We believe that our current sources of liquidity described below are sufficient to meet our projected capital needs and other obligations as they arise for at least the next twelve months. To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of our existing investors will be diluted. The incurrence of additional debt financing would result in incremental debt service obligations, and any future instruments governing such debt could include operating and financial covenants that could restrict our operations.
As of December 31, 2024, our total liquidity was $2,136.0 million, comprised of $808.0 million of cash and cash equivalents, excluding $13.2 million of restricted cash, as well as $1,200.0 million and $30.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility and the Subordinated Credit Facility (each as defined herein), respectively and $98.0 million under the 364-Day Credit Facility. Total cash of $821.2 million as of December 31, 2024 includes $147.1 million of cash that is attributable to the TPG Operating Group and on balance sheet securitization vehicles.
Sources of Liquidity
We have multiple sources of liquidity to meet our capital needs, including:
•cash generated by our operating activities, such as management fees, monitoring, transaction and other fees, realized capital allocation-based income and investment sales from our consolidated funds,
•cash received from investing activities, including amounts received from notes receivable from affiliates, and
•cash received from our financing activities, including cash and funds available under our credit facilities.
Cash, Cash Equivalents and Restricted Cash
Our consolidated cash, cash equivalents and restricted cash totaled approximately $821.2 million at December 31, 2024.
Credit Facilities
Senior Unsecured Revolving Credit Facility
In March 2011, TPG Holdings, L.P. entered into a $400.0 million credit facility (the “Senior Unsecured Revolving Credit Facility”). The Senior Unsecured Revolving Credit Facility, as amended May 2018, November 2020, November 2021, July 2022, August 2022 and September 2023, has aggregate revolving commitments of $1.2 billion and is scheduled to mature on September 26, 2028.
Dollar-denominated principal amounts outstanding under the Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25% per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin not to exceed 1.25%. We are also required to pay a quarterly commitment fee on the unused commitments under the Amended Senior Unsecured Revolving Credit Facility not to exceed 0.15% per annum, as well as certain customary fees for any issued letters of credit.
During the year ended December 31, 2024, we used the net proceeds from the Senior Notes and Subordinated Notes to repay all the outstanding borrowings under the Senior Unsecured Revolving Credit Facility. As of December 31, 2024, $1,200.0 million was available to be borrowed under the terms of the Senior Unsecured Revolving Credit Facility. During January 2025, the Company drew $180.0 million under its Senior Unsecured Revolving Credit Facility.
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Senior Notes
On March 5, 2024, the Notes Issuer issued in an SEC-registered offering $600.0 million aggregate principal amount of Senior Notes due 2034 (the “Senior Notes”). The Senior Notes will mature on March 5, 2034, unless earlier accelerated, redeemed or repurchased. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and unsubordinated obligations of the Notes Issuer and the Guarantors. The Senior Notes bear interest at a rate of 5.875% per annum. Interest on the Senior Notes is payable semi-annually in arrears on March 5 and September 5 of each year, beginning on September 5, 2024. The Senior Notes contain certain covenants as set forth in the Senior Notes’ Indenture and First Supplement Indenture, which, subject to certain limitations, restrict the ability of the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries.
The payment of the principal of, premium, if any, and interest on the Senior Notes and the payment of any Senior Notes guarantee will:
•rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness, liabilities and other obligations of the Notes Issuer or the relevant Guarantor, including indebtedness under the Amended Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan Agreement;
•rank senior in right of payment to all existing and future subordinated indebtedness, liabilities and other obligations of the Notes Issuer or the relevant Guarantor;
•be effectively subordinated to all existing and future secured indebtedness of the Notes Issuer or the relevant Guarantor, to the extent of the value of the assets securing such indebtedness; and
•be effectively subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations of each subsidiary of the Issuer or the relevant Guarantor that is not itself the Notes Issuer or a Guarantor.
Subordinated Notes
On March 4, 2024, the Notes Issuer issued in an SEC-registered offering $400.0 million aggregate principal amount of Fixed-Rate Junior Subordinated Notes due 2064 (the “Subordinated Notes”). The Subordinated Notes bear interest at a rate of 6.950% per annum. Interest on the Subordinated Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2024, subject to the Notes Issuer’s right, on one or more occasions, to defer the payment of interest on the notes for up to five consecutive years. The Subordinated Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and subordinated obligations of the Notes Issuer and the Guarantors. The Subordinated Notes will mature on March 15, 2064, unless earlier accelerated, redeemed or repurchased. The Subordinated Notes may be redeemed at the Notes Issuer’s option (i) in whole at any time or in part from time to time on or after March 15, 2029 at a redemption price equal to their principal amount plus any accrued and unpaid interest, (ii) upon occurrence of a Tax Redemption Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 100% of their principal amount plus any accrued and unpaid interest or (iii) in whole, but not in part, at any time prior to March 15, 2029, upon the occurrence of a Rating Agency Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 102% of their principal amount plus any accrued and unpaid interest. The Subordinated Notes contain certain covenants as set forth in the Subordinated Notes’ Indenture and First Supplemental Indenture, which, subject to certain limitations, restrict the ability of the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries.
The payment of the principal of, premium, if any, and interest on the Subordinated Notes and the payment of any Subordinated Notes guarantee will:
•be subordinate and rank junior in right of payment to all existing and future senior indebtedness, including indebtedness under the Amended Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan Agreement;
•rank equally in right of payment with all existing and future parity indebtedness;
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•be effectively subordinated to all existing and future secured indebtedness of the Notes Issuer or the relevant Guarantor, to the extent of the value of the assets securing such indebtedness; and
•be effectively subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations (including policyholder liabilities and other payables) of each subsidiary of the Notes Issuer or the relevant Guarantor that is not itself the Notes Issuer or a Guarantor.
As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded alternative financial disclosures for the Notes Issuer and Guarantors. Other than the guaranteed Senior Notes and Subordinated Notes and the associated interest expense, the Notes Issuer and Guarantors do not have any other material assets, liabilities or operations. During the year ended December 31, 2024, we incurred interest expense of $52.5 million associated with the Senior Notes and Subordinated Notes. For more information on our borrowings, see Note 12, “Debt Obligations”, to the Consolidated Financial Statements.
Senior Unsecured Term Loan
In December 2021, we entered into a credit agreement (the “Senior Unsecured Term Loan Agreement”) pursuant to which the lenders thereunder agreed to make term loans in a principal amount of up to $300.0 million during the period commencing on December 2, 2021 and ending on the date that is 30 days thereafter. Unused commitments were terminated at the end of such period. The proceeds from the term loan were used to make a ratable distribution to each of our investors and are not available for our operations. During the year ended December 31, 2024, we used the net proceeds from the Senior Notes and Subordinated Notes to repay all the outstanding borrowings under the Senior Unsecured Term Loan. The term of the Senior Unsecured Term Loan Agreement, as amended in July 2022 and September 2023, was scheduled to mature on March 31, 2026.
Principal amounts outstanding under the amended Senior Unsecured Term Loan Agreement accrued 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%.
Secured Borrowings
Our secured borrowings are issued using on-balance sheet securitization vehicles. The secured borrowings are required to be repaid only from collections on the underlying securitized equity method investments and restricted cash of the securitization vehicles. The secured borrowings are separated into two tranches. Tranche A secured borrowings (the “Series A Securitization Notes”) were issued in May 2018 at a fixed rate of 5.33% with an aggregate principal balance of $200.0 million due June 20, 2038, with interest payable semiannually. Tranche B secured borrowings (the “Series B Securitization Notes” or, collectively with the Series A Securitization Notes, the “Securitization Notes”) were issued in October 2019 at a fixed rate of 4.75% with an aggregate principal balance of $50.0 million due June 20, 2038, with interest payable semiannually. The secured borrowings contain an optional redemption feature giving us the right to call the notes in full or in part, subject to a prepayment penalty if called before May 2023. If the secured borrowings are not redeemed on or prior to June 20, 2028, we will pay additional interest equal to 4.00% per annum.
The secured borrowings contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and financial covenants and limitations on certain consolidations, mergers and sales of assets. As of December 31, 2024, we were in compliance with these covenants and conditions.
Subordinated Credit Facility
In August 2014, one of our consolidated subsidiaries entered into two $15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of TPG Operating Group. In August 2024, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2025 to August 2026. The interest rate for borrowings under the Subordinated Credit Facility is calculated at a term Secured Overnight Financing Rate (“SOFR”) rate plus a 0.10% per annum adjustment and 2.25%.
During the year ended December 31, 2024, the subsidiary borrowed and made repayments of $60.0 million on the Subordinated Credit Facility, resulting in a zero balance outstanding at December 31, 2024.
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364-Day Credit Facility
On April 14, 2023, a consolidated subsidiary of the Company entered into a 364-day revolving credit facility (the “364-Day Credit Facility”) with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $150.0 million. Borrowings under the 364-Day Credit Facility are subject to one of three interest rates depending on the type of drawdown requested. Alternate Base Rate (“ABR”) loans are denominated in U.S. Dollars and subject to a variable interest rate computed daily as the higher of the Federal Funds Rate plus 0.50% or the one-month Term SOFR plus 1.00%, plus an applicable margin of between 1.00% and 2.00%, depending on the term of the loan. Term Benchmark Loans may be denominated in U.S. Dollars or Euros, and are subject to a fixed interest rate computed as the SOFR rate for a period comparable to the term of the loan in effect two business days prior to the date of borrowing, plus an applicable margin of between 2.00% and 3.00%, depending on the term of the loan. Risk-Free Rate (“RFR”) loans are denominated in Sterling and subject to a fixed interest rate computed daily as the Sterling Overnight Index Average (“SONIA”) in effect five business days prior to the date of borrowing, plus an applicable margin of between 2.00% and 3.00%, depending on the term of the loan. The subsidiary is also required to a pay a quarterly facility fee equal to 0.30% per annum of the total facility capacity of $150.0 million, as well as certain customary fees for any issued loans.
The Company entered into an equity commitment letter in connection with the 364-Day Credit Facility, committing to provide capital contributions, if and when required, to the consolidated subsidiary throughout the life of the facility. In April 2024, the consolidated subsidiary amended the 364-Day Credit Facility to extend the commitment termination date to April 11, 2025.
During the year ended December 31, 2024, the subsidiary borrowed $270.0 million and made repayments of $218.0 million on the 364-Day Credit Facility, resulting in a $52.0 million balance outstanding at December 31, 2024.
Our Liquidity Needs
We expect that our primary liquidity needs include cash required to:
•support our working capital needs;
•fund cash operating expenses, including compensation and contingencies, including for clawback obligations or litigation matters;
•service debt obligations, including the payment of obligations at maturity, on interest payment dates or upon redemption, as well as any contingent liabilities that may give rise to future cash payments;
•continue growing our businesses, including seeding new strategies, pursuing strategic investments or acquisitions, funding our capital commitments made to existing and future funds and co-investments, meeting any net capital requirements of our broker-dealer or funding obligations of our capital markets business and otherwise supporting investment vehicles that we sponsor;
•pay amounts that may become due under the Tax Receivable Agreement;
•pay earnouts and contingent cash consideration associated with our Acquisition;
•pay cash dividends in accordance with our dividend policy for our Class A common stock;
•warehouse investments or seed portfolios for the benefit of one or more of our funds or other investment vehicles pending the expected contribution of committed capital by the investors in such vehicles and advance capital to them for other operational needs;
•manage risk retention for CLOs;
•address capital needs of regulated and other subsidiaries, including our broker-dealer;
•settle tax withholding obligations in connection with net share settlements of equity-based awards; and
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•exchange Common Units pursuant to the Exchange Agreement or repurchase or redeem other securities issued by us.
Contractual Obligations
In the ordinary course of business, we enter into contractual arrangements that require future cash payments. The following table sets forth information regarding our anticipated future cash payments under our contractual obligations as of December 31, 2024 (in thousands):
| Payments Due by Period | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 and Thereafter | ||||||||||||||||||||
| Debt obligations(1) | $ | 1,302,000 | $ | 52,000 | $ | — | $ | — | $ | — | $ | — | $ | 1,250,000 | ||||||||||||
| Interest on debt obligations(2) | 1,702,954 | 77,042 | 76,085 | 76,085 | 81,085 | 86,085 | 1,306,572 | |||||||||||||||||||
| Capital commitments(3) | 644,271 | 644,271 | — | — | — | — | — | |||||||||||||||||||
| Operating lease obligations(4) | 994,519 | 38,927 | 64,502 | 87,175 | 86,090 | 84,762 | 633,063 | |||||||||||||||||||
| Repurchase agreements | 78,196 | 4,347 | 25,462 | 22,261 | 26,126 | — | — | |||||||||||||||||||
| Total contractual obligations | $ | 4,721,940 | $ | 816,587 | $ | 166,049 | $ | 185,521 | $ | 193,301 | $ | 170,847 | $ | 3,189,635 |
__________
(1)Debt obligations presented in the table reflect scheduled principal payments related to the Securitization Notes, Senior Notes, Subordinated Notes and 364-Day Credit Facility.
(2)Estimated interest payments on our debt obligations include estimated future interest payments based on the terms of the debt agreements. See Note 12 to the Consolidated Financial Statements for further discussion of these debt obligations.
(3)Capital commitments represent our obligations to provide general partner capital funding to the TPG funds. These amounts are generally due on demand, and accordingly, have been presented as obligations payable in the “2025” column. We generally utilize proceeds from return of capital distributions and proceeds from secured borrowings to help fund these commitments.
(4)Operating lease obligations includes future minimum payments for our operating leases, including leases that have been executed but have not yet commenced.
Additional Contingent Obligations
As of December 31, 2024 and December 31, 2023, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $5.5 million and $58.3 million, respectively, related to Asia V and STAR, respectively, for which a performance allocation reserve was recorded within other liabilities in the Consolidated Statements of Financial Condition. During the year ended December 31, 2024, the general partner made a payment of $58.3 million on the clawback liability related to STAR. Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback as of December 31, 2024 and December 31, 2023 would be $2,140.4 million and $1,910.2 million, respectively.
As of December 31, 2024 and December 31, 2023, we had guarantees outstanding totaling $137.5 million and $73.6 million, respectively, related to a third-party lending program that enables certain of our eligible employees to obtain financing for capital contributions into TPG funds with a maximum potential exposure of $192.9 million and $176.3 million, respectively.
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Dividends
The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of our Executive Committee and Board of Directors.
| Date Declared | Record Date | Payment Date | Dividend per Class A Common Share | ||||
|---|---|---|---|---|---|---|---|
| May 15, 2023 | May 25, 2023 | June 5, 2023 | $ | 0.20 | |||
| August 8, 2023 | August 18, 2023 | September 1, 2023 | 0.22 | ||||
| November 7, 2023 | November 17, 2023 | December 1, 2023 | 0.48 | ||||
| February 13, 2024 | February 23, 2024 | March 8, 2024 | 0.44 | ||||
| Total 2023 Dividend Year (through Q4 2023) | $ | 1.34 | |||||
| May 8, 2024 | May 20, 2024 | June 3, 2024 | $ | 0.41 | |||
| August 6, 2024 | August 16, 2024 | August 30, 2024 | 0.42 | ||||
| November 4, 2024 | November 14, 2024 | December 2, 2024 | 0.38 | ||||
| February 11, 2025 | February 21, 2025 | March 7, 2025 | 0.53 | ||||
| Total 2024 Dividend Year (through Q4 2024) | $ | 1.74 |
Tax Receivable Agreement
The future exchanges by owners of Common Units for cash from a substantially concurrent public offering, reorganization or private sale (based on the price per share of the Class A common stock on the day before the pricing of such public offering or private sale) or, at our election, for shares of our Class A common stock on a one-for-one basis (or, in certain cases, for shares of nonvoting Class A common stock) are expected to produce or otherwise deliver to us favorable tax attributes that can reduce our taxable income. We (and our wholly-owned subsidiaries) are a party to a tax receivable agreement, under which generally we (or our wholly-owned subsidiaries) are required to pay the beneficiaries of the Tax Receivable Agreement 85% of the applicable cash savings, if any, in U.S. federal, state and local income tax that we actually realize or, in certain circumstances, are deemed to realize as a result of the Covered Tax Items. We generally retain the benefit of the remaining 15% of the applicable tax savings. The payment obligations under the Tax Receivable Agreement are obligations of TPG Inc. (or our wholly-owned subsidiaries), and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial.
Pursuant to the Exchange Agreement, certain holders of Common Units, including certain partners and employees, are authorized to exchange Common Units for an equal number of shares of Class A common stock. During the years ended December 31, 2024 and 2023, certain holders of Common Units exchanged Common Units for an equal number of shares of Class A common stock resulting in the issuance of shares of Class A common stock and the cancellation of an equal number of shares of Class B common stock for no additional consideration as follows:
| Exchange Date | Class A Common Stock Issued | |
|---|---|---|
| 2024 Exchanges(a) | ||
| February 27, 2024 | 17,704,987 | |
| May 21, 2024 | 1,998,593 | |
| August 19, 2024 | 1,042,119 | |
| November 15, 2024 | 5,155,425 | |
| 2023 Exchange | ||
| March 30, 2023 | 1,000,000 |
__________
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(a) The issuance of the shares of Class A common stock to such holders of Common Units was registered pursuant to the Company’s registration statements on Form S-3 filed on November 2, 2023 and September 13, 2024.
These exchanges resulted in an increase in the tax basis of our investment in the TPG Operating Group and are subject to the Tax Receivable Agreement. We recognized an additional liability associated with the Tax Receivable Agreement in the amount of $308.9 million in connection with the exchanges, which is included in the partners and employees balance in due to affiliates in the Consolidated Statements of Financial Condition.
Net Cash Flows
The following table presents a summary of our cash flows for the periods presented:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ($ in thousands) | ||||||
| Net cash provided by operating activities | $ | 532,146 | $ | 720,518 | ||
| Net cash used in investing activities | (44,465) | (373,563) | ||||
| Net cash used in financing activities | (344,860) | (789,234) | ||||
| Net change in cash, cash equivalents and restricted cash | 142,821 | (442,279) | ||||
| Cash and cash equivalents, beginning of period | 678,371 | 1,120,650 | ||||
| Cash and cash equivalents, end of period | $ | 821,192 | $ | 678,371 |
Operating Activities
Operating activities provided $532.1 million and $720.5 million of cash for the years ended December 31, 2024 and 2023, respectively. Key drivers consisted of performance allocation and co-investment proceeds totaling $1,460.5 million and $798.5 million for the years ended December 31, 2024 and 2023, respectively. This was partially offset by other changes in operating assets and liabilities for the years ended December 31, 2024 and 2023, respectively.
Investing Activities
Investing activities used $44.5 million and $373.6 million of cash during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, cash used in investing activities is primarily related to the payment of cash consideration to the sellers of Angelo Gordon as a result of post close net working capital adjustments and purchases of fixed assets. Cash used in investing activities during the year ended December 31, 2023 is primarily related to our acquisition of Angelo Gordon.
Financing Activities
Financing activities used $344.9 million and $789.2 million of cash during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, cash used by financing activities is primarily related to the repayment of our outstanding borrowings under our Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan and by the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries, partially offset by the proceeds from the Senior Notes and Subordinated Notes offerings. Cash used in financing activities during the year ended December 31, 2023 primarily reflects the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries and the redemptions of the outstanding shares of the Public SPACs, which were funded by our Assets held in Trust Account. This was partially offset by net proceeds from our credit facilities.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements, as defined in Regulation S-K.
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Critical Accounting Estimates
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities in our Consolidated Financial Statements. We regularly assess these estimates; however, actual amounts could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.
An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions that are most critical to understanding and evaluating our reported financial results are: revenue recognition, fair value measurements, business combinations and intangible assets.
Revenues
We recognize revenue in accordance with ASC 606. Revenue is recognized in a manner that depicts the transfer of promised goods or services to customers and for an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We are required to identify our contracts with customers, identify the performance obligations in a contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, variable consideration is included 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. The guidance requires us to assess whether we are the principal versus the agent in the arrangement based on the notion of control, which affects recognition of revenue on a gross or net basis. Essentially all of our revenue and operations are directly or indirectly supporting affiliated investment funds and are derived from or related to their underlying investments.
Management fees related to our funds are generally based on a fixed percentage of the committed capital, invested capital, cost of investments or Net Asset Value (“NAV”). The corresponding fee calculations are both objective in nature and therefore do not require the use of significant estimates or assumptions.
Incentive fees within the scope of the revenue guidance are generally calculated as a percentage of the profits earned in respect of certain accounts for which we are the investment adviser, subject to the achievement of minimum return levels or performance benchmarks. Incentive fees are typically subject to reversal until the end of a defined performance period, as these fees are affected by changes in the fair value of the AUM or advisement over such performance period. Moreover, incentive fees that are received prior to the end of the defined performance period are typically subject to clawback, net of tax. We recognize incentive fee revenue only when these amounts are no longer subject to significant reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period.
Incentive fees structured as performance allocations are accounted for under the equity method of accounting.
For open-ended funds, we calculate revenue based on a percentage of annual fund profits, reduced by minimum return hurdles, and subject to prior year loss carry-forwards. Performance allocations for open-end funds are either paid in the first quarter following the performance year or during the calendar year if there are investor redemptions, and are generally not subject to repayment by the Company. Performance allocations attributed to certain non-liquid investments (“side pocket investments”) owned by open-ended funds are paid when the associated side pocket investments are realized.
For closed-ended funds, Capital Allocation-Based Income is a disproportionate allocation (typically 20%) of performance allocations. Certain funds will allocate performance allocations to us, based on cumulative fund performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to limited partner preferred returns or high watermarks, where applicable, in accordance with the terms set forth in each respective fund’s governing documents. We recognize income attributable to performance allocations from a fund based on the amount that would be due to us pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date. Accordingly, the amount recognized as performance allocation income reflects our share of the gains and losses of the associated fund’s underlying investments measured at their then-fair values, relative to the fair values as of the end of the prior period. Performance allocations are generally
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realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents. For any given period, performance allocations on our consolidated statements of operations may include reversals of previously recognized amounts due to a decrease in the value of a particular fund that results in a decrease of cumulative performance allocations earned to date. Since fund minimum level of returns are cumulative, previously recognized performance allocations also may be reversed in a period of appreciation that is lower than the particular fund’s minimum return levels. Each fund is considered separately in this regard and, for a given fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments, at their then current fair values, previously recognized and distributed performance allocation would be required to be returned, a liability is established for the potential clawback obligation. Our actual obligation, however, would not become payable or realized until the end of a fund’s life.
Fair Value Measurements
GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace—including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of their fair values, as follows:
•Level I—Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.
•Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments generally classified in this category include securities with less liquidity traded in active markets, securities traded in other than active markets, corporate bonds and loans, and government and agency securities.
•Level III—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument.
The fair value of the investments held by TPG funds is the primary input to the calculation of certain of our management fees, incentive fees, capital allocation based income, and performance allocation compensation. The TPG funds are accounted for as investment companies in accordance with ASC 946 and reflect their investments, including majority-owned and controlled investments, at fair value. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, management’s determination of fair value is based on the best information available in the circumstances, which may incorporate management’s own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.
TPG has also elected the fair value option for certain other proprietary investments. TPG is required to measure certain financial instruments at fair value, including equity securities and derivatives.
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Fair Value of Investments or Instruments that are Exchange Traded
Securities that are exchange traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities will include legal restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144. A discount to publicly traded price may be appropriate in those cases; the amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.
Fair Value of Investments or Instruments that are not Exchange Traded
In the absence of observable market prices, we rely on valuation methodologies that primarily employ management’s determination as to fair value based off of available information and management’s own assumptions about the business. These assumptions involve a significant degree of judgement, taking into consideration a combination of internal and external factors.
Equity Investments. We determine the fair value of our equity investments using the market approach, income approach or some combination of both. We primarily use the market approach for determining the fair values of our investments. The market approach relies upon valuations for comparable public companies, transactions or assets, and thus requires that we use our discretion to identify comparable companies, transactions and assets. We may also choose to incorporate a secondary methodology, generally used to corroborate the results of the market approach. This would typically be the income approach, which provides an indication of fair value based on the present value of cash flows that a business, security or property is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method, which includes significant assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate or exit multiple. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including direct capitalization method, option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability weighted methods or recent round of financing.
Credit Investments. The fair values of credit-oriented investments are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Investments in distressed debt and corporate loans and bonds, we generally determine fair value by comparing against similar investments. We review and analyze the prices obtained from external pricing sources to evaluate their reliability and accuracy, and at times exclude vendor prices and broker quotations that we believe do not reflect fair value. Certain credit financial instruments may not trade or prices are not readily available, or trade infrequently and, when they are traded, the price may be unobservable and, as a result, multiple external pricing sources may not be available. In such instances, we may use an internal pricing model as either a corroborating or sole data point in determining the price. We generally engage specialized third-party valuation service providers to assess and corroborate the valuation of a selection of the investments on a periodic basis.
Management Process on Fair Value
Due to the importance of fair value throughout the Consolidated Financial Statements and the significant judgment required to be applied in arriving at those fair values, we have developed a process around valuation that incorporates several levels of approval and review from both internal and external sources. Investments held by TPG funds and investment vehicles are valued on at least a quarterly basis by our internal valuation or asset management teams, which are independent from our investment teams.
For investments valued utilizing a forward-looking market approach and/or income method, and where TPG has information rights, we generally have a direct line of communication with each of the portfolio company finance teams and collect financial data used to support projections used in the analysis. The respective product’s valuation team or deal team then analyzes the data received and updates the valuation models, reflecting any changes in the underlying forecast, cash flow projections, weighted-average cost of capital, exit multiple and any other valuation input relevant economic conditions.
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The results of all valuations of investments held by TPG funds and investment vehicles are initially reviewed and approved by the relevant subcommittee. Each subcommittee is comprised of at least one member who does not participate in the process of making or disposing of investments. The valuations are aggregated and significant matters are presented for final approval by TPG’s Global Valuation Committee, which is comprised of senior employees and includes its Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Operating Officer and Chief Accounting Officer. Approval by any member of the Valuation Committee is related to such member’s role in the Committee, such that control function members’ (i.e., those members who do not participate in the process of making or disposing of investments) approval, for example, represents their confirmation that the process was run appropriately and that the deliberations were on the merits.
Additionally, we will generally engage an independent valuation firm to assist with valuations of certain Level III valuations. The valuation firm will either perform certain procedures in order to assess the reasonableness of our valuation or provide a valuation range from which we will select a point in the range to determine the final valuation.
Business Combinations
We account for business combinations using the acquisition method under ASC Topic 805, Business Combinations (“ASC 805”) under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed generally using the fair values determined by management as of the acquisition date. The excess of the consideration transferred, the fair value in any noncontrolling interest in the acquiree, and the fair value of our previously held interest in the acquiree over the net of the acquisition-date values of the identifiable assets and liabilities assumed is recognized as goodwill. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment. Management uses its best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.
Intangible Assets
Our intangible assets consist of our interests in future promote of certain funds, our interests in the future management fees of certain funds, acquired investor relationships, acquired technology, and trade names. Examples of critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful lives, discount rates and income tax rates. Our estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying assets acquired. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Finite-lived intangible assets are amortized over their estimated useful lives, which range from 2 years to 20 years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. Amortization expense is included in depreciation and amortization expense in the Consolidated Financial Statements.
Recent Accounting Developments
Information regarding recent accounting developments and their effects to us can be found in Note 2, “Summary of Significant Accounting Policies,” to our audited Consolidated Financial Statements included elsewhere in this report.
FY 2023 10-K MD&A
SEC filing source: 0001880661-24-000013.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical financial statements and the related notes included elsewhere in this report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and elsewhere in this report, particularly in “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A.—Risk Factors” and “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data.” We assume no obligation to update any of these forward-looking statements.
On January 12, 2022, we completed a corporate reorganization (the “Reorganization”), which included a corporate conversion of TPG Partners, LLC to a Delaware corporation named TPG Inc., in conjunction with an initial public offering (the “IPO”) of our Class A common stock. The IPO closed on January 18, 2022. Unless the context suggests otherwise, references in this report to “TPG”, “the Company”, “we”, “us” and “our” refer (i) prior to the completion of the Reorganization and IPO to TPG Group Holdings SBS, L.P. and its consolidated subsidiaries and (ii) from and after the completion of the Reorganization and IPO to TPG Inc. and its consolidated subsidiaries.
We completed the Acquisition on November 1, 2023. Accordingly, the results of TPG Angelo Gordon included in our consolidated results of operations are from November 1, 2023 through December 31, 2023.
Business Overview
We are a leading global alternative asset manager with approximately $221.6 billion in assets under management (“AUM”) as of December 31, 2023. We primarily invest in complex asset classes such as private equity, credit, real estate and public market strategies. We have built our firm through more than 30 years of successful innovation and growth, and believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of both the alternative asset management industry and the global economy. We believe that we have a distinctive business approach as compared to other alternative asset managers and a diversified, innovative array of multi-strategy investment platforms that position us well to continue generating sustainable growth across our business.
Trends Affecting our Business
Our business is affected by a variety of factors, including conditions in the financial markets and economic and political conditions. Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised. However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.
The market environment improved in 2023 as inflation slowed, the Federal Reserve tapered and ultimately paused its rate hiking cycle, and the domestic economy remained strong, all despite ongoing geopolitical instability and stress within the regional banking sector during the early part of the year.
The U.S. Consumer Price Index (“CPI”) reading for the last month of 2023 showed a 3.1% year-over-year increase in prices, a much slower rate of increase relative to the December 2022 reading of 6.5%. Core CPI, which excludes food and energy, also declined from 5.7% in December 2022 to 3.9% in the December 2023 reading. As inflation tapered, the Federal Reserve began to slow its pace of rate hikes. After increasing the target federal funds rate by 4.25% over the course of 2022, the Federal Reserve increased rates only by another 1.00% in 2023 via 0.25% increases at four of its first five meetings of 2023. The Central Bank has held rates steady since, at 5.25% - 5.50%. The timing of the Federal Reserve’s first rate cut and the pace of the rate cutting cycle remains a significant question impacting markets. Economic data has remained strong despite the extended period of elevated rates. The U.S. added 2.8 million payrolls over the course of 2023, and the unemployment rate ended the year at 3.7%, a modest increase from 2022’s final reading of 3.4%.
U.S. Treasuries experienced a degree of volatility over the twelve months ending December 31, 2023, though finished the year relatively flat to yields seen at the end of 2022. Treasury yields fell sharply early in the year, particularly
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at the shorter end of the curve, as stress within the U.S. regional banking sector drove a flight to safety. Yields steadily widened over the following months, with the 10-Year Treasury touching above 5% in October. However, Treasury bonds rallied significantly heading into the end of the year. The 10 Year Treasury yield ended the year at 3.879%, little changed from its yield at the end of 2022. 2 Year Yields touched as high as 5.212% during 2023 but closed the year at 4.250%.
In corporate credit markets, both U.S. and European high yield markets performed positively during 2023. According to J.P. Morgan data, the U.S. high yield market saw gains of 13.5% in the United States and the European market saw gains of 12.7% during the year. Notably, lower-rated CCCs significantly outperformed higher-rated BBs over this period, generating returns of 19.9% and 11.8%, respectively. In U.S. high, yield bonds further tightened and ended the year at 377 basis points compared to 490 basis points to start the year. In Europe, high yield spreads tightened 44 points ending the year at 449 basis points. The high yield default rate rose modestly to 2.8% in the United States and 2.4% in Europe. Additionally, the J.P. Morgan U.S. Leveraged Loan Index posted a 13.5% return and the J.P. Morgan European Leveraged Loan Index posted a 13.6% return for the year ended 2023. From a spread and yield basis, the US Leveraged Loan Index ended the year at a yield of 8.6% and 500 basis point spread while the European Leverage Loan Index ended the year at a yield of 7.96% and 542 basis point spread.
Major U.S. equity indices rallied significantly in 2023, after posting losses in 2022. The S&P 500, Dow Jones, and Nasdaq gained 24.2%, 13.7%, and 43.4% respectively during the year. Growth oriented sectors were market leaders, with the Information Technology and Communication Services sectors rising 56.4% and 54.4% respectively on the year. Energy and Utilities were laggards, declining (4.8%) and (10.2%) respectively. Volatility, as measured by the CBOE Volatility Index, continued its downward trend over the year from 21.7 at the start of the year to 12.5 at the end of 2023.
In commercial real estate, the Green Street Commercial Property Price Index ended December 2023 down 9.5% from its the beginning of 2023. Commercial property transaction volume in the United States and Europe remained relatively muted, consistent with 2022, primarily due to continued elevated borrowing rates and reductions in liquidity and credit availability. Major Asian markets faced similar challenges, with commercial property transaction volume for the year declining 17 year-over-year overall; however, Q4 2023 saw an uptick in volume, registering a 3% rise year-on-year. In Hong Kong full year 2023 investment volume reached HK$40.4 billion, marking the weakest period since 2008. In China, transaction volume fell 13.0% year-over-year, largely due to prolonged overseas interest rate hikes and ongoing geopolitical tension. Similarly, Japan saw investment volume decline 3.0% year-over-year, mostly due to a decrease in foreign investment.
U.S. residential real estate improved slightly during the quarter, with national U.S. home prices rising approximately 6.0% year-to-date through November 2023, slightly above the peak recorded in June 2022 according to the S&P/Case-Shiller U.S. National Home Price Index, in part due to constrained housing supply.
Organization
We are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing approximately 22% of the legally outstanding Common Units and 100% of the interests in certain intermediate holding companies as of December 31, 2023. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs.
Acquisition of Angelo Gordon
On November 1, 2023, we acquired Angelo Gordon pursuant to the terms and subject to the conditions set forth in the Transaction Agreement. Pursuant to the Transaction Agreement, we acquired Angelo Gordon for both cash and non-cash consideration under U.S. GAAP equal to $1,145.9 million (the “Purchase Price”), comprised of:
•$740.7 million in cash paid at closing;
•$18.8 million in payable as of December 31, 2023 to the escrow agent on behalf of the sellers of Angelo Gordon, subject to adjustment;
•9.2 million vested Common Units (and an equal number of Class B common stock) and 43.8 million unvested Common Units which are deemed to be compensatory under U.S. GAAP;
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•the rights to an aggregate cash payment, payable in three payments of up to $50.0 million each, reflecting an aggregate of $150.0 million (the “Aggregate Annual Cash Holdback Amount”); and
•the non-compensatory portion under U.S. GAAP of a total earnout payment of up to $400.0 million in value (the “Earnout Payment”), subject to the satisfaction of certain fee-related revenue (“FRR”) targets during the period beginning on January 1, 2026 and ending on December 31, 2026 (the “Measurement Period”).
On November 1, 2023, Angelo Gordon had $75.3 billion in assets under management, with $57.4 billion attributable to its credit business and $17.9 billion attributable to its real estate business.
Operating Segments
We operate our business in a single operating and reportable segment, which is consistent with how our CEO, who is our chief operating decision maker, reviews financial performance and allocates resources. We operate collaboratively across platforms with a single expense pool.
Basis of Accounting
We consolidate the financial results of TPG Inc., TPG Operating Group and its consolidated subsidiaries, management companies, the general partners of funds and entities that meet the definition of a variable interest entity (“VIE”) for which we are considered the primary beneficiary.
When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities, revenues, expenses, investment income, cash flows and other amounts, on a gross basis. While the consolidation of an entity does not impact the amounts of net income attributable to controlling interests, the consolidation does impact the financial statement presentation in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This is a result of the fact that the accounts of the consolidated entities being reflected on a gross basis, with intercompany transactions eliminated, while the allocable share of those amounts that are attributable to third parties are reflected as single line items. The single line items in which the accounts attributable to third parties are recorded are presented as non-controlling interests on the Consolidated Statements of Financial Condition and net income (loss) attributable to non-controlling interests on the Consolidated Statements of Operations.
We are not required under U.S. GAAP to consolidate the majority of investment funds we advise in our Consolidated Financial Statements because we do not have a more than insignificant variable interest. Following our Reorganization and IPO, we no longer have a controlling financial interest in certain TPG Funds. Public SPACs are consolidated pursuant to U.S. GAAP. Management fees and performance allocations from the consolidated Public SPACs are eliminated in the Consolidated Financial Statements. The assets and liabilities of the consolidated Public SPACs are generally held within separate legal entities and, as a result, the liabilities of the consolidated Public SPACs are non-recourse to us. Since we only consolidate a limited portion of our TPG investment funds, the performance of the consolidated Public SPACs is not necessarily consistent with or representative of the aggregate performance trends of our TPG investment funds.
Key Financial Measures
Our key financial and operating measures are discussed below.
Revenues
Fees and Other. Fees and other consists primarily of (i) management and incentive fees, (ii) monitoring fees, (iii) transaction fees, (iv) incentive fee income and (v) expense reimbursements from unconsolidated funds, portfolio companies and third parties. These fee arrangements are documented within the contractual terms of the governing agreements and are recognized when earned, which generally coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction. Monitoring fees may provide for a termination payment following an initial public offering or change of control. These termination payments are recognized in the period in which the related transaction closes.
Capital Allocation-Based Income (Loss). Capital allocation-based income (loss) is earned from the TPG funds when we have (i) a general partner’s capital interest and (ii) performance allocations which entitle us to a disproportionate
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allocation of investment income or loss from investment funds. We are entitled to a performance allocation (typically 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to the achievement of preferred returns or high water marks, where applicable, in accordance with the terms set forth in the respective fund’s governing documents. We account for our investment balances in the TPG funds, including performance allocations, under the equity method of accounting because we are presumed to have significant influence as the general partner or managing member; however, we do not have control as defined by Accounting Standards Codification (“ASC”) Topic 810, Consolidation. The Company accounts for its general partner interests in capital allocation-based arrangements as financial instruments under ASC Topic 323, Investments – Equity Method and Joint Ventures as the general partner has significant governance rights in the TPG funds in which it invests which demonstrates significant influence. Accordingly, performance allocations are not deemed to be within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Expenses
Compensation and Benefits. Compensation and benefits expense includes (i) cash-based compensation and benefits, (ii) equity based compensation and (iii) performance allocation compensation. Bonuses are accrued over the service period to which they relate. In addition, we have equity-based compensation arrangements that require certain TPG executives and employees to vest ownership of a portion of their equity interests over a service period of generally one to six years, which under U.S. GAAP will result in compensation charges over current and future periods. In connection with our IPO and subsequent acquisition, we granted restricted stock units (“RSUs”) to executives and employees. Distributions of performance allocations in the legal form of equity made directly or indirectly to our partners and professionals are allocated and distributed, when realized, pro rata based on ownership percentages in the underlying investment partnership and are accounted for as distributions on the equity held by such partners rather than as compensation and benefits expense prior to the Reorganization and IPO. We account for these distributions as performance allocation compensation.
General, Administrative and Other. General and administrative expenses include costs primarily related to professional services, occupancy, travel, communication and information services and other general operating items.
Depreciation and Amortization. Depreciation and amortization of tenant improvements, furniture and equipment and intangible assets are expensed on a straight-line basis over the useful life of the asset.
Interest Expense. Interest expense includes interest paid and accrued on our outstanding debt and the amortization of deferred financing costs.
Expenses of Consolidated TPG Funds and Public SPACs. Expenses of consolidated TPG Funds and Public SPACs consist of interest expense and other expenses related primarily to professional services fees, research expenses, trustee fees, travel expenses and other costs associated with organizing and offering these entities.
Investment Income
Net Gains (Losses) from Investment Activities. Realized gains (losses) may be recognized when we redeem all or a portion of an investment interest or when we receive a distribution of capital. Unrealized gains (losses) result from the appreciation (depreciation) in the fair value of our investments. Fluctuations in net gains (losses) from investment activities between reporting periods are primarily driven by changes in the fair value of our investment portfolio and, to a lesser extent, the gains (losses) on investments disposed of during the period. The fair value of, as well as the ability to recognize gains (losses) from, our investments is significantly impacted by the global financial markets. This impact affects the net gains (losses) from investment activities recognized in any given period. Upon the disposition of an investment, previously recognized unrealized gains (losses) are reversed and an offsetting realized gain (loss) is recognized in the period in which the investment is sold. Since our investments are carried at fair value, fluctuations between periods could be significant due to changes to the inputs to our valuation process over time.
Interest, Dividends and Other. Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. Dividends and other investment income are recorded when the right to receive payment is established.
Net Gains from Investment Activities of consolidated TPG Funds and Public SPACs. Net gains (losses) from investment activities includes (i) realized gains (losses) from the sale of equity, securities sold and not yet purchased, debt and derivative instruments and (ii) unrealized gains (losses) from changes in the fair value of such instruments.
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Unrealized Gains (Losses) on Derivative Liabilities of Consolidated Public SPACs. Unrealized gains (losses) on derivative liabilities of consolidated Public SPACs are changes in the fair value of derivative contracts entered into by our consolidated Public SPAC entities, which are included in current period earnings.
Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs. Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. Dividends and other investment income are recorded when the right to receive payment is established.
Income Tax Expense
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.
Non-Controlling Interests
For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than TPG. The aggregate of the income or loss and corresponding equity that is not owned by us is included in non-controlling interests in the Consolidated Financial Statements.
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Key Components of our Results of Operations
Results of Operations
The following table provides information regarding our consolidated results of operations for the periods presented:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| (dollars in thousands, except share and per share data) | ||||||||||
| Revenues | ||||||||||
| Fees and other | $ | 1,534,626 | $ | 1,246,635 | $ | 977,904 | ||||
| Capital allocation-based income | 855,285 | 756,252 | 3,998,483 | |||||||
| Total revenues | 2,389,911 | 2,002,887 | 4,976,387 | |||||||
| Expenses | ||||||||||
| Compensation and benefits: | ||||||||||
| Cash-based compensation and benefits | 547,377 | 473,696 | 579,698 | |||||||
| Equity-based compensation | 654,922 | 627,714 | — | |||||||
| Performance allocation compensation | 591,676 | 416,556 | — | |||||||
| Total compensation and benefits | 1,793,975 | 1,517,966 | 579,698 | |||||||
| General, administrative and other | 482,574 | 368,915 | 278,590 | |||||||
| Depreciation and amortization | 47,673 | 32,990 | 21,223 | |||||||
| Interest expense | 38,528 | 21,612 | 16,291 | |||||||
| Expenses of consolidated TPG Funds and Public SPACs: | ||||||||||
| Interest expense | — | — | 740 | |||||||
| Other | 1,053 | 3,316 | 20,024 | |||||||
| Total expenses | 2,363,803 | 1,944,799 | 916,566 | |||||||
| Investment income (loss) | ||||||||||
| Income (loss) from investments: | ||||||||||
| Net gains (losses) from investment activities | 6,564 | (110,131) | 353,219 | |||||||
| Interest, dividends and other | 42,622 | 9,168 | 6,460 | |||||||
| Investment income of consolidated TPG Funds and Public SPACs: | ||||||||||
| Net gains from investment activities | — | — | 23,392 | |||||||
| Unrealized gains on derivative liabilities of Public SPACs | 667 | 12,382 | 211,822 | |||||||
| Interest, dividends and other | 7,692 | 6,741 | 10,321 | |||||||
| Total investment income (loss) | 57,545 | (81,840) | 605,214 | |||||||
| Income (loss) before income taxes | 83,653 | (23,752) | 4,665,035 | |||||||
| Income tax expense | 60,268 | 32,483 | 9,038 | |||||||
| Net income (loss) | 23,385 | (56,235) | 4,655,997 |
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| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| (dollars in thousands, except share and per share data) | ||||||||||
| Net (loss) income attributable to redeemable equity in Public SPACs prior to Reorganization and IPO | — | (517) | 155,131 | |||||||
| Net income attributable to non-controlling interests in consolidated TPG Funds prior to Reorganization and IPO | — | — | 19,287 | |||||||
| Net income attributable to other non-controlling interests prior to Reorganization and IPO | — | 966 | 2,455,825 | |||||||
| Net income attributable to TPG Group Holdings prior to Reorganization and IPO | — | 5,256 | 2,025,754 | |||||||
| Net income attributable to redeemable equity in Public SPACs | 12,044 | 15,165 | — | |||||||
| Net loss attributable to non-controlling interests in TPG Operating Group | (92,411) | (180,824) | — | |||||||
| Net income attributable to other non-controlling interests | 23,662 | 11,293 | — | |||||||
| Net income attributable to TPG Inc. subsequent to Reorganization and IPO | $ | 80,090 | (1) | $ | 92,426 | $ | — | |||
| Net income (loss) per share data: | ||||||||||
| Net income (loss) available to Class A common stock per share | ||||||||||
| Basic | $ | 0.89 | $ | 1.10 | $ | — | ||||
| Diluted | $ | (0.04) | $ | (0.19) | $ | — | ||||
| Weighted-average shares of Class A common stock outstanding | ||||||||||
| Basic | 80,334,871 | 79,255,411 | — | |||||||
| Diluted | 317,944,496 | 308,908,052 | — |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Revenues
Revenues consisted of the following for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Management fees | $ | 1,187,947 | $ | 919,830 | $ | 268,117 | 29 | % | ||||||
| Transaction, monitoring and other fees, net | 113,108 | 117,422 | (4,314) | (4) | % | |||||||||
| Expense reimbursements and other | 233,571 | 209,383 | 24,188 | 12 | % | |||||||||
| Total fees and other | 1,534,626 | 1,246,635 | 287,991 | 23 | % | |||||||||
| Performance allocations | 808,248 | 720,106 | 88,142 | 12 | % | |||||||||
| Capital interests | 47,037 | 36,146 | 10,891 | 30 | % | |||||||||
| Total capital allocation-based income | 855,285 | 756,252 | 99,033 | 13 | % | |||||||||
| Total revenues | $ | 2,389,911 | (1) | $ | 2,002,887 | $ | 387,024 | 19 | % |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Fees and other revenues increased by $288.0 million, or 23%, during the year ended December 31, 2023 compared to the year ended December 31, 2022. This change resulted from a $268.1 million increase in management fees, a $24.2 million increase in expense reimbursements and other and a $4.3 million decrease in transaction, monitoring and other fees, net.
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Management Fees. Management fees increased by $268.1 million, or 29%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily driven by fee earning capital raised resulting in additional management fees of $107.6 million from TPG IX, $47.9 million from Asia VIII, $40.7 million from THP II, and $29.2 million from Rise III, each of which were activated during the third quarter of 2022. Management fees also increased $87.3 million due to the additional fees earned from TPG Angelo Gordon, primarily $18.8 million from Middle Market Direct Lending funds, $12.4 million from Real Estate Multi-Strategy funds, and $9.8 million from Credit Solutions funds. These increases were partially offset by a decrease in management fees of $36.9 million earned from Asia VII resulting from a decrease in fee earning AUM during the year ended December 31, 2023 compared to the year ended December 31, 2022.
Certain management fees totaling $41.5 million earned during the year ended December 31, 2023 were considered catch-up fees as a result of additional capital commitments from limited partners primarily related to TPG IX of $18.0 million, THP II of $8.7 million, Rise III of $6.7 million and Asia VIII in the amount of $6.3 million.
Transaction, Monitoring and Other Fees, Net. Transaction, monitoring and other fees, net decreased by $4.3 million, or 4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily driven by a $9.5 million decrease in transaction, monitoring and incentive fees earned from portfolio companies in our Real Estate and Capital platforms, partially offset by a $6.3 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.
Expense Reimbursements and Other. Expense reimbursements and other increased by $24.2 million, or 12%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily driven by a $21.2 million increase in income from services rendered to TPG funds and a $5.1 million increase in additional reimbursements from funds, mainly due to increase in expense reimbursements attributable to TPG Angelo Gordon.
Performance Allocations. Performance allocations increased by $88.1 million to $808.2 million, or 12%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. Realized performance allocations for the year ended December 31, 2023 and 2022 totaled $582.2 million and $1,409.8 million, respectively. Unrealized performance allocation gains for the year ended December 31, 2023 was $226.0 million. The change in unrealized performance allocations for the year ended December 31, 2022 was a loss of $689.7 million.
The table below highlights performance allocations for the years ended December 31, 2023 and 2022, and separates the entities listed into two categories to reflect the Reorganization: (i) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (ii) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPG Operating Group Shared: | ||||||||||||||
| TPG VII | $ | 13,538 | $ | 171,926 | $ | (158,388) | (92) | % | ||||||
| TPG VIII | 318,945 | 445,242 | (126,297) | (28) | % | |||||||||
| TPG IX | 32,253 | 1,146 | 31,107 | NM | ||||||||||
| Asia VI(2) | (48,407) | (50,005) | 1,598 | 3 | % | |||||||||
| Asia VII | (7,058) | 9,400 | (16,458) | (175) | % | |||||||||
| Asia VIII | 23,241 | — | 23,241 | NM | ||||||||||
| TPG Healthcare Partners | 60,933 | 5,381 | 55,552 | NM | ||||||||||
| TPG Healthcare Partners II | 12,059 | 2,529 | 9,530 | NM | ||||||||||
| TES | 1,986 | 11,618 | (9,632) | (83) | % | |||||||||
| TPG AAF | 31,051 | 135,098 | (104,047) | (77) | % | |||||||||
| Platform: Capital | 438,541 | 732,335 | (293,794) | (40) | % |
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| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Growth III(2) | (5,521) | (47,831) | 42,310 | 88 | % | |||||||||
| Growth IV | 64,362 | 21,141 | 43,221 | 204 | % | |||||||||
| Growth V | 80,780 | 68,890 | 11,890 | 17 | % | |||||||||
| TTAD | (13,195) | 455 | (13,650) | NM | ||||||||||
| TDM | (4,757) | 33,305 | (38,062) | (114) | % | |||||||||
| Platform: Growth | 121,669 | 75,960 | 45,709 | 60 | % | |||||||||
| Rise | (3,649) | (16,836) | 13,187 | 78 | % | |||||||||
| Rise II | 55,927 | 19,739 | 36,188 | 183 | % | |||||||||
| Rise Climate | 177,333 | — | 177,333 | NM | ||||||||||
| Platform: Impact | 229,611 | 2,903 | 226,708 | NM | ||||||||||
| TREP III | (73,335) | 12,728 | (86,063) | (676) | % | |||||||||
| Platform: Real Estate | (73,335) | 12,728 | (86,063) | (676) | % | |||||||||
| TPEP | 33,455 | 9,107 | 24,348 | 267 | % | |||||||||
| NewQuest III | (20,193) | (17,590) | (2,603) | NM | ||||||||||
| NewQuest IV | 1,157 | 18,374 | (17,217) | NM | ||||||||||
| NewQuest V | 8,820 | — | 8,820 | NM | ||||||||||
| Strategic Capital | — | (2,793) | 2,793 | NM | ||||||||||
| Platform: Market Solutions | 23,239 | 7,098 | 16,141 | 227 | % | |||||||||
| Credit Solutions II | 53,539 | — | 53,539 | NM | ||||||||||
| Credit Solutions II Dislocation A | 17,157 | — | 17,157 | NM | ||||||||||
| Credit Solutions I | 15,303 | — | 15,303 | NM | ||||||||||
| MVP | 13,953 | — | 13,953 | NM | ||||||||||
| MMDL IV | 7,410 | — | 7,410 | NM | ||||||||||
| MMDL III | 4,001 | — | 4,001 | NM | ||||||||||
| CDPQ Cap Solutions | 2,814 | — | 2,814 | NM | ||||||||||
| Asset Based Credit | 2,643 | — | 2,643 | NM | ||||||||||
| MMDL IV Annex | 2,161 | — | 2,161 | NM | ||||||||||
| MMDL V | 2,104 | — | 2,104 | NM | ||||||||||
| Other | 18,279 | — | 18,279 | NM | ||||||||||
| TPG Angelo Gordon Credit | 139,364 | — | 139,364 | NM | ||||||||||
| Net Lease Realty III | 15,687 | — | 15,687 | NM | ||||||||||
| Asia Realty IV | (1,673) | — | (1,673) | NM | ||||||||||
| Net Lease Realty IV | (1,845) | — | (1,845) | NM | ||||||||||
| Growth Capital I | (2,315) | — | (2,315) | NM | ||||||||||
| Realty X | (3,828) | — | (3,828) | NM | ||||||||||
| Europe Realty III | (5,722) | — | (5,722) | NM | ||||||||||
| Europe Realty II | (15,586) | — | (15,586) | NM | ||||||||||
| Other | 3,245 | — | 3,245 | NM | ||||||||||
| TPG Angelo Gordon Real Estate | (12,037) | — | (12,037) | — | % | |||||||||
| Total TPG Operating Group Shared: | $ | 867,052 | $ | 831,024 | $ | 36,028 | 4 | % |
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| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPG Operating Group Excluded: | ||||||||||||||
| TPG IV | $ | (495) | $ | (569) | $ | 74 | 13 | % | ||||||
| TPG V | 3 | — | 3 | NM | ||||||||||
| TPG VI | (24,561) | (19,913) | (4,648) | (23) | % | |||||||||
| Asia IV | — | 108 | (108) | NM | ||||||||||
| Asia V | (24,388) | (42,864) | 18,476 | 43 | % | |||||||||
| MMI | 1,329 | 117 | 1,212 | NM | ||||||||||
| TPG TFP | — | (750) | 750 | NM | ||||||||||
| Platform: Capital | (48,112) | (63,871) | 15,759 | 25 | % | |||||||||
| Growth II | 1,383 | 8,977 | (7,594) | (85) | % | |||||||||
| Gator | (22,945) | 11,731 | (34,676) | (296) | % | |||||||||
| Biotech II | — | 203 | (203) | NM | ||||||||||
| Biotech III | 12,566 | (34,974) | 47,540 | 136 | % | |||||||||
| Biotech IV | (347) | (533) | 186 | 35 | % | |||||||||
| Biotech V | — | — | — | NM | ||||||||||
| Platform: Growth | (9,343) | (14,596) | 5,253 | 36 | % | |||||||||
| TREP II | (250) | (17,337) | 17,087 | 99 | % | |||||||||
| DASA RE | (1,099) | (1,507) | 408 | 27 | % | |||||||||
| Platform: Real Estate | (1,349) | (18,844) | 17,495 | 93 | % | |||||||||
| TSI | — | 124 | (124) | NM | ||||||||||
| Evercare | — | (13,731) | 13,731 | NM | ||||||||||
| Platform: Impact | — | (13,607) | 13,607 | NM | ||||||||||
| Total TPG Operating Group Excluded(3) | $ | (58,804) | $ | (110,918) | $ | 52,114 | 47 | % | ||||||
| Total Performance Allocations | $ | 808,248 | (1) | $ | 720,106 | $ | 88,142 | 12 | % |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
(2)After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%; however, we intend to allocate the full amount as performance allocation compensation expense. As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.
(3)The TPG Operating Group Excluded entities’ performance allocations are not a component of net income attributable to TPG following the Reorganization; however, the TPG general partner entities continue to be consolidated by us. We transferred the rights to the performance allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021. As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022.
The increase in total performance allocations for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily driven by higher realized and unrealized appreciation in TPG VIII, THP I, Growth IV, Growth V, Rise Climate and Rise II. These increases were partially offset by lower realized and unrealized appreciation in TREP III and Asia VI. Performance allocations also increased $127.3 million due to the acquisition of TPG Angelo Gordon primarily due to realized and unrealized appreciation from TPG AG Credit.
As of December 31, 2023, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $5.3 billion. As of December 31, 2023, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group excluded TPG general partner entities totaled $0.4 billion.
Capital Interests. Capital interests income increased by $10.9 million, or 30%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily driven by an increase in income from our investments in TRTX in our Real Estate platform and Rise Climate in our Impact platform. These increases were partially offset by a decrease in income from our investments in TPG VII, TPG VIII and TPG AAF in our Capital platform.
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Expenses
Cash-Based Compensation and Benefits. Cash-based compensation and benefits expense increased by $73.7 million, or 16%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily driven by a $63.9 million increase in salaries and benefits driven by an increase in headcount as a result of the Acquisition for the year ended December 31, 2023, and an $8.7 million increase in bonuses for the year ended December 31, 2023.
Equity-Based Compensation. Equity-based compensation expense increased by $27.2 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily attributable to a net $36.6 million increase in expenses largely associated with RSUs granted to TPG employees and certain of our executives and a $12.8 million expense associated with RSUs granted to TPG Angelo Gordon employees as a result of the Angelo Gordon acquisition, partially offset by the vesting of certain Other Awards, as defined in Note 19, during the year ended December 31, 2022.
Performance Allocation Compensation. Performance allocation compensation increased by $175.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily attributable to the increase in performance allocations, which drives the compensation allocated to our partners and professionals during the year ended December 31, 2023, inclusive of $103.4 million attributable to TPG Angelo Gordon.
General, Administrative and Other. General and administrative expenses increased by $113.7 million, or 31%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily driven by a $78.0 million increase in professional fees and an increase of $7.6 million in travel and other administrative expenses. General and administrative expense also increased $39.1 million from TPG Angelo Gordon. These increases were partially offset by a decrease in insurance expenses, primarily related to a $20.6 million insurance policy purchased in connection with the IPO during the year ended December 31, 2022.
Depreciation and Amortization. Depreciation and amortization increased by $14.7 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily due to the amortization of intangible assets resulting from the acquisition of Angelo Gordon in November 2023.
Interest Expense. Interest expense increased by $16.9 million, or 78%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to higher interest rates on certain borrowings and increased interest expense on draws under our Senior Unsecured Revolving Credit Facility to partially fund the Acquisition.
Expenses of Consolidated TPG Funds and Public SPACs. Expenses of consolidated TPG Funds and Public SPACs decreased by $2.3 million, or 68%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Net Gains (Losses) from Investment Activities. Net gains (losses) from investment activities was a gain of $6.6 million for year ended December 31, 2023 compared to a loss of $110.1 million for the year ended December 31, 2022. This change was primarily attributable to a gain of $15.3 million from our investment in Nerdy Inc, partially offset by a loss of $7.7 million from our investment in Vacasa, Inc. during the year ended December 31, 2023.
Interest, Dividends and Other. Interest, dividends and other increased by $33.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily driven by additional interest income earned due to higher interest rates during the year ended December 31, 2023 compared to the year ended December 31, 2022.
Unrealized Gains on Derivative Liabilities of Public SPACs. The $0.7 million and $12.4 million of unrealized gain on derivative instruments recognized during the year ended December 31, 2023 and 2022, respectively, were attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties. The warrants held by public investors and forward purchase agreements are treated as liability instruments rather than equity instruments and subject to mark-to-market adjustments each period. Upon the consummation of acquisitions of target companies by our Public SPACs or the wind down of a Public SPAC, the associated liability will no longer be included in our Consolidated Financial Statements. Pursuant to the redemption of Class A Ordinary shares of AFTR and YTPG during the year ended December 31, 2023, we no longer have any derivative liabilities associated with SPACs in our Consolidated Financial Statements as of December 31, 2023.
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Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs. Interest, dividends and other of consolidated TPG Funds and Public SPACs increased by $1.0 million, or 14%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Income Tax Expense. Income tax expense increased by $27.8 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to the Pre-Closing TPG Transactions, (as defined herein) which resulted in an increase to our valuation allowance for the year ended December 31, 2023.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Revenues
Revenues consisted of the following for the years ended December 31, 2021 and December 31, 2020:
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Management fees | $ | 919,830 | $ | 718,344 | $ | 201,486 | 28 | % | ||||||
| Transaction, monitoring and other fees, net | 117,422 | 104,930 | 12,492 | 12 | % | |||||||||
| Expense reimbursements and other | 209,383 | 154,630 | 54,753 | 35 | % | |||||||||
| Total fees and other | 1,246,635 | 977,904 | 268,731 | 27 | % | |||||||||
| Performance allocations | 720,106 | 3,792,861 | (3,072,755) | (81) | % | |||||||||
| Capital interests | 36,146 | 205,622 | (169,476) | (82) | % | |||||||||
| Total capital allocation-based income | 756,252 | 3,998,483 | (3,242,231) | (81) | % | |||||||||
| Total revenues | $ | 2,002,887 | $ | 4,976,387 | $ | (2,973,500) | (60) | % |
Fees and other revenues increased by $268.7 million, or 27%, during the year ended December 31, 2022 compared to the year ended December 31, 2021. This change resulted from a $201.5 million increase in management fees, a $54.8 million increase in expense reimbursements and other and a $12.5 million increase in transaction, monitoring and other fees, net.
Management Fees. Management fees increased by $201.5 million, or 28%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by fee earning capital raised resulting in additional management fees of $40.3 million from TPG IX, $22.0 million from Asia VIII, $19.4 million from Rise III and $10.4 million from TPH II, each of which were activated during the third quarter of 2022; $76.2 million from TREP IV, which was activated during the first quarter of 2022; and $65.4 million from Rise Climate, which was activated during the third quarter of 2021. These increases were partially offset by a decrease in management fees of $29.9 million earned from TPG VII resulting from a decrease in fee earning AUM during the year ended December 31, 2022 compared to the year ended December 31, 2021.
Certain management fees in the year ended December 31, 2022 were considered catch-up fees as a result of additional capital commitments from limited partners to Rise Climate and TTAD II in the amount of $2.8 million.
Transaction, Monitoring and Other Fees, Net. Transaction, monitoring and other fees, net increased by $12.5 million, or 12%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a $9.6 million increase in transaction fees earned from portfolio companies in our Real Estate and Capital platforms and a $5.1 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.
Expense Reimbursements and Other. Expense reimbursements and other increased by $54.8 million, or 35%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a $18.4 million increase in additional reimbursements from TPG funds due to increased fundraising activities, $19.8 million in administrative service fees from RemainCo earned during the year ended December 31, 2022, and a $14.9 million increase in income from services rendered to TPG funds and Portfolio Companies.
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Performance Allocations. Performance allocations decreased by $3,072.8 million to $720.1 million, or 81%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by an 8% appreciation of our realized and unrealized portfolio during the year ended December 31, 2022 compared to a 38% appreciation of our realized and unrealized portfolio during the year ended December 31, 2021. Realized performance allocations for the year ended December 31, 2022 and 2021 totaled $1,409.8 million and $1,956.2 million, respectively. The change in unrealized performance allocations for the year ended December 31, 2022 was a loss of $689.7 million. Unrealized performance allocation gains for the year ended December 31, 2021 totaled $1,836.7 million.
The table below highlights performance allocations for the years ended December 31, 2022 and 2021, and separates the entities listed into two categories to reflect the Reorganization: (i) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (ii) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPG Operating Group Shared: | ||||||||||||||
| TPG VII | $ | 171,926 | $ | 902,941 | $ | (731,015) | (81) | % | ||||||
| TPG VIII | 445,242 | 558,759 | (113,517) | (20) | % | |||||||||
| TPG IX | 1,146 | — | 1,146 | NM | ||||||||||
| Asia VI(1) | (50,005) | 381,295 | (431,300) | (113) | % | |||||||||
| Asia VII | 9,400 | 426,270 | (416,870) | (98) | % | |||||||||
| THP I | 5,381 | 114,805 | (109,424) | (95) | % | |||||||||
| THP II | 2,529 | — | 2,529 | NM | ||||||||||
| TES | 11,618 | 8,232 | 3,386 | 41 | % | |||||||||
| TPG AAF | 135,098 | 32,237 | 102,861 | 319 | % | |||||||||
| Platform: Capital | 732,335 | 2,424,539 | (1,692,204) | (70) | % | |||||||||
| Growth III(1) | (47,831) | 64,111 | (111,942) | (175) | % | |||||||||
| Growth IV | 21,141 | 326,824 | (305,683) | (94) | % | |||||||||
| Growth V | 68,890 | 82,612 | (13,722) | (17) | % | |||||||||
| TTAD I | 455 | 108,458 | (108,003) | (100) | % | |||||||||
| TDM | 33,305 | 54,325 | (21,020) | (39) | % | |||||||||
| Platform: Growth | 75,960 | 636,330 | (560,370) | (88) | % | |||||||||
| Rise I | (16,836) | 142,938 | (159,774) | (112) | % | |||||||||
| Rise II | 19,739 | 69,253 | (49,514) | (71) | % | |||||||||
| Platform: Impact | 2,903 | 212,191 | (209,288) | (99) | % | |||||||||
| TREP III | 12,728 | 152,658 | (139,930) | (92) | % | |||||||||
| Platform: Real Estate | 12,728 | 152,658 | (139,930) | (92) | % | |||||||||
| TPEP | 9,107 | 29,804 | (20,697) | (69) | % | |||||||||
| NewQuest | 784 | 16,186 | (15,402) | (95) | % | |||||||||
| Strategic Capital | (2,793) | 2,793 | (5,586) | (200) | % | |||||||||
| Platform: Market Solutions | 7,098 | 48,783 | (41,685) | (85) | % | |||||||||
| Total TPG Operating Group Shared: | 831,024 | 3,474,501 | (2,643,477) | (76) | % |
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| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPG Operating Group Excluded: | ||||||||||||||
| TPG IV | (569) | 3,580 | (4,149) | (116) | % | |||||||||
| TPG VI | (19,913) | 32,031 | (51,944) | (162) | % | |||||||||
| Asia IV | 108 | 1,430 | (1,322) | (92) | % | |||||||||
| Asia V | (42,864) | 74,956 | (117,820) | (157) | % | |||||||||
| MMI | 117 | 1,333 | (1,216) | (91) | % | |||||||||
| TPG TFP | (750) | 201 | (951) | (473) | % | |||||||||
| Platform: Capital | (63,871) | 113,531 | (177,402) | (156) | % | |||||||||
| Growth II | 8,977 | 45,141 | (36,164) | (80) | % | |||||||||
| Growth II Gator | 11,731 | 65,167 | (53,436) | (82) | % | |||||||||
| Biotech II | 203 | (342) | 545 | 159 | % | |||||||||
| Biotech III | (34,974) | 30,681 | (65,655) | (214) | % | |||||||||
| Biotech IV | (533) | 1,977 | (2,510) | (127) | % | |||||||||
| Biotech V | — | (4,095) | 4,095 | 100 | % | |||||||||
| Platform: Growth | (14,596) | 138,529 | (153,125) | (111) | % | |||||||||
| TREP II | (17,337) | 40,000 | (57,337) | (143) | % | |||||||||
| DASA - Real Estate | (1,507) | (1,954) | 447 | 23 | % | |||||||||
| Platform: Real Estate | (18,844) | 38,046 | (56,890) | (150) | % | |||||||||
| TSI | 124 | 14,523 | (14,399) | (99) | % | |||||||||
| Evercare | (13,731) | 13,731 | (27,462) | (200) | % | |||||||||
| Platform: Impact | (13,607) | 28,254 | (41,861) | (148) | % | |||||||||
| Total TPG Operating Group Excluded (2) | $ | (110,918) | $ | 318,360 | $ | (429,278) | (135) | % | ||||||
| Total Performance Allocations | $ | 720,106 | $ | 3,792,861 | $ | (3,072,755) | (81) | % |
___________
(1)After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%; however, we intend to allocate the full amount as performance allocation compensation expense. As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.
(2)The TPG Operating Group Excluded entities’ performance allocations are not a component of net income attributable to TPG following the Reorganization; however, the TPG general partner entities continue to be consolidated by us. We transferred the rights to the performance allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021. As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022. See “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data” which reflects the projected impact of the Reorganization.
The decrease in total performance allocations for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily driven by lower realized and unrealized appreciation in TPG VII, Asia VI, Asia VII, Growth III, Growth IV, THP I, Rise I and TREP III. For the year ended December 31, 2022, our investments have generated realized and unrealized portfolio appreciation of 8% compared to 38% for the year ended December 31, 2021.
As of December 31, 2022, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $4.1 billion. As of December 31, 2022, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group excluded TPG general partner entities totaled $0.6 billion.
Capital Interests. Capital interests income decreased by $169.5 million, or 82%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a decrease in income from our investments in TPG VII, TPG VIII, Asia VI and Asia VII in our Capital platform, TRTX in our Real Estate platform, Growth III, Growth IV and TTAD I in our Growth platform, and Rise I in our Impact platform. These decreases were partially offset by an increase in income from our investment in AAF in our Capital platform.
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Expenses
Cash-Based Compensation and Benefits. Cash-based compensation and benefits expense decreased by $106.0 million, or 18%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a $127.7 million decrease in bonuses for senior professionals for the year ended December 31, 2022 which, following our Reorganization and IPO, are recorded in performance allocation compensation expense. This decrease was partially offset by increases in salaries and benefits and accrued bonuses of $29.8 million and $11.0 million, respectively, driven by an increase in headcount for the year ended December 31, 2022.
Equity-Based Compensation. Equity-based compensation expense increased by $627.7 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily attributable to the Reorganization and IPO, which resulted in $550.0 million of expense associated with unvested units granted prior to or in conjunction with the IPO to certain of our employees at TPG Partner Holdings, RemainCo, and the TPG Operating Group as well as $77.7 million of expense associated with RSUs granted to TPG employees and certain of our executives upon completion of our IPO in January 2022. We had no such expense during the year ended December 31, 2021.
Performance Allocation Compensation. Performance allocation compensation increased by $416.6 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily attributable to the recognition of partnership distributions to our partners and professionals as compensation expense following our IPO. We had no such expense during the year ended December 31, 2021 as we were a private partnership.
General, Administrative and Other. General and administrative expenses increased by $90.3 million, or 32%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a $18.4 million increase in expenses related to our fundraising activities that are ultimately reimbursable from TPG funds, a $28.8 million increase in office overhead and other, inclusive of a $20.6 million insurance policy purchased in connection with the IPO and a $26.5 million increase of other administrative expenses.
Depreciation and Amortization. Depreciation and amortization increased by $11.8 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily due to the amortization of intangible assets resulting from the acquisition of NewQuest in July 2021.
Interest Expense. Interest expense increased by $5.3 million, or 33%, for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to higher interest rates on certain borrowings.
Expenses of Consolidated TPG Funds and Public SPACs. Expenses of consolidated TPG Funds and Public SPACs decreased by $17.4 million, or 84%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a reduction in non-recurring professional services expenses as a result of business combinations associated with TPG PACE Tech Opportunities Corp. (“PACE”) and TPG Pace Solutions Corp. (“TPGS”) during the year ended December 31, 2021.
Net (Losses) Gains from Investment Activities. Net losses from investment activities for the year ended December 31, 2022 were $110.1 million compared to a gain of $353.2 million for the year ended December 31, 2021. This change was primarily attributable to a gain of $122.7 million recognized on the deconsolidation of PACE, a gain of $109.9 million on the deconsolidation of TPGS, and a gain of $95.0 million recognized on the acquisition of NewQuest during the year ended December 31, 2021. Additionally, we incurred losses of $80.4 million and $25.1 million from our investments in Vacasa, Inc. and Nerdy Inc, respectively, during the year ended December 31, 2022. Following the Reorganization, we no longer recognize net gains or losses from certain strategic investments that were transferred to RemainCo on December 31, 2021.
Interest, Dividends and Other. Interest, dividends and other increased by $2.7 million, or 42%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
Net Gains (Losses) from Investment Activities of Consolidated TPG Funds and Public SPACs. Net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs had no activity during the year ended December 31, 2022 compared to a net gain of $23.4 million for the year ended December 31, 2021. Following certain Reorganization activities, we no longer consolidate TPEP as we do not have a controlling financial interest.
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Unrealized Gains on Derivative Liabilities of Public SPACs. The $12.4 million and $211.8 million of unrealized gain on derivative instruments recognized during the year ended December 31, 2022 and 2021, respectively, were attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties. The warrants held by public investors and forward purchase agreements are treated as liability instruments rather than equity instruments and subject to mark-to-market adjustments each period. Upon the consummation of acquisitions of target companies by our Public SPACs or the wind down of a Public SPAC, the associated liability will no longer be included in our Consolidated Financial Statements.
Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs. Interest, dividends and other of consolidated TPG Funds and Public SPACs decreased by $3.6 million, or 35%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily related to an expense reimbursement of EUR 15.0 million on the termination of a proposed business combination, recognized by TPG Pace Beneficial Finance Corp. during the year ended December 31, 2021. These decreases were partially offset by increased interest income resulting from higher interest rates on the balance of assets held in Trust Accounts by Consolidated Public SPACs.
Income Tax Expense. Income tax expense increased by $23.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was due to the Company now being treated as a corporation for U.S. federal and state income taxes in connection with the Reorganization and IPO, beginning in January of 2022.
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Unaudited Condensed Consolidated Statements of Financial Condition (U.S. GAAP basis)
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| Assets | ||||||
| Cash and cash equivalents | $ | 665,188 | $ | 1,107,484 | ||
| Investments | 6,724,112 | 5,329,868 | ||||
| Due from affiliates | 418,977 | 202,639 | ||||
| Intangible assets and goodwill | 1,085,587 | 366,381 | ||||
| Other assets | 475,808 | 276,177 | ||||
| Assets of consolidated Public SPACs | — | 659,189 | ||||
| Total assets | $ | 9,369,672 | $ | 7,941,738 | ||
| Liabilities, Redeemable Equity and Equity | ||||||
| Debt obligations | $ | 945,052 | $ | 444,566 | ||
| Due to affiliates | 143,175 | 139,863 | ||||
| Accrued performance allocation compensation | 4,096,052 | 3,269,889 | ||||
| Other liabilities | 824,259 | 324,261 | ||||
| Liabilities of consolidated Public SPACs | — | 23,653 | ||||
| Total liabilities | $ | 6,008,538 | $ | 4,202,232 | ||
| Redeemable equity from consolidated Public SPACs | $ | — | $ | 653,635 | ||
| Equity | ||||||
| Class A common stock $0.001 par value, 2,340,000,000 shares authorized (80,596,501 and 79,240,058 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively) | $ | 80 | $ | 79 | ||
| Class B common stock $0.001 par value, 750,000,000 shares authorized (281,657,626 and 229,652,641 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively) | 282 | 230 | ||||
| Preferred stock, $0.001 par value, 25,000,000 shares authorized (0 issued and outstanding as of December 31, 2023 and December 31, 2022) | — | — | ||||
| Additional paid-in-capital | 613,476 | 506,639 | ||||
| Retained (deficit) earnings | (34,681) | 2,724 | ||||
| Other non-controlling interests | 2,781,977 | 2,576,199 | ||||
| Total equity | 3,361,134 | 3,085,871 | ||||
| Total liabilities, redeemable equity and equity | $ | 9,369,672 | $ | 7,941,738 |
Cash and cash equivalents decreased $442.3 million during the year ended December 31, 2023 primarily due to the acquisition of Angelo Gordon. The acquisition resulted in cash paid of $740.7 million, which is comprised of $270.7 million of cash on hand and $470.0 million of proceeds from drawing on our Senior Unsecured Revolving Credit Facility. This is partially offset by cash and cash equivalents acquired in the transaction of $383.9 million.
Investments increased $1,394.2 million during the year ended December 31, 2023 primarily attributable the acquisition of Angelo Gordon of $1,046.4 million. Investments also increased due to net capital allocation-based income of $855.3 million, which was partially offset by net proceeds from performance allocations of $582.2 million.
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Goodwill and intangible assets increased $719.2 million for the year ended December 31, 2023, primarily due to the acquisition of Angelo Gordon. As a result of the acquisition, we recognized $547.5 million of intangible assets and $205.9 million of goodwill.
Debt obligations increased $500.5 million during the year ended December 31, 2023 primarily due to borrowings on our Senior Unsecured Revolving Credit Facility used to finance the Angelo Gordon acquisition.
Accrued performance allocation compensation increased $826.2 million for the year ended December 31, 2023, primarily attributable the acquisition of Angelo Gordon of $745.0 million and net increases in performance fee compensation expense of $591.7 million, partially offset by settlements of performance allocation compensation of $497.8 million during the year ended December 31, 2023.
Other liabilities increased $500.0 million for the year ended December 31, 2023. The majority of the change is attributable to the acquisition of Angelo Gordon which resulted in $99.9 million of lease obligations, $80.3 million of accounts payable and accrued expenses, and $83.3 million of repurchase agreement liabilities as of December 31, 2023. In addition, we recorded contingent consideration related to the acquisition valued at $156.3 million, as well as $73.8 million in amounts payable to the sellers of Angelo Gordon.
Redeemable equity from consolidated Public SPACs decreased $653.6 million primarily due to the redemption of Class A ordinary shares of YTPG and AFTR during the year ended December 31, 2023. See Note 15 to our Consolidated Financial Statements.
Total equity increased $275.3 million, primarily due to the Common Units granted at fair value of $233.9 million in connection with the Angelo Gordon acquisition, as well as net income for the year ended December 31, 2023 of $23.4 million offset by payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries.
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Non-GAAP Financial Measures
Distributable Earnings. Distributable Earnings (“DE”) is used to assess performance and amounts potentially available for distributions to partners. DE is derived from and reconciled to, but not equivalent to, its most directly comparable U.S. GAAP measure of net income. DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include (i) unrealized performance allocations and related compensation and benefit expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities, or (v) certain other items, such as contingent reserves.
While we believe that the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S. GAAP discussed further under “—Key Components of our Results of Operations—Results of Operations” prepared in accordance with U.S. GAAP.
After-Tax Distributable Earnings. After-tax Distributable Earnings (“After-tax DE”) is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income taxes. We use it to assess how income tax expense affects amounts available to be distributed to our Class A common stock holders and Common Unit holders. After-tax DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include the items described in the definition of DE herein; however, unlike DE, it does reflect the impact of income taxes. Income taxes, for purposes of determining After-tax DE, represent the total U.S. GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on U.S. GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within other liabilities in our Consolidated Statements of Financial Condition. Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to the Company on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges. We believe that including the amount currently payable under the Tax Receivable Agreement and utilizing the current income tax expense (benefit), as described above, when determining After-tax DE is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to shareholders.
We believe that while the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of After-tax DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S. GAAP discussed further under “—Key Components of our Results of Operations-Results of Operations.”
Fee-Related Earnings. Fee-Related Earnings (“FRE”) is a supplemental performance measure and is used to evaluate our business and make resource deployment and other operational decisions. FRE differs from net income computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of DE and also adjusts to exclude (i) realized performance allocations and related compensation expense, (ii) realized investment income from investments and financial instruments, (iii) net interest (interest expense less interest income), (iv) depreciation, (v) amortization and (vi) certain non-core income and expenses. We use FRE to measure the ability of our business to cover compensation and operating expenses from fee revenues other than capital allocation-based income. The use of FRE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein.
Fee-Related Revenues. Fee-related revenues is a component of FRE. Fee-related revenues is comprised of (i) management fees, (ii) fee-related performance revenues, (iii) transaction, monitoring and other fees, net, and (iv) other income. Fee-related performance revenues refers to incentive fees from perpetual capital vehicles that are: (i) measured and expected to be received on a recurring basis and (ii) not dependent on realization events from the underlying investments. Fee-related revenue differs from revenue computed in accordance with U.S. GAAP in that it excludes certain reimbursement expense arrangements. Refer to “—Reconciliation to U.S. GAAP Measures” to the comparable line items on the combined statements of operations.
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Fee-Related Expenses. Fee-related expenses is a component of FRE. Fee-related expenses differs from expenses computed in accordance with U.S. GAAP in that it is net of certain reimbursement arrangements and does not include performance allocation compensation. Fee-related expenses is used in management’s review of the business. Refer to “—Reconciliation to U.S. GAAP Measures” to the comparable line items on the combined statements of operations.
Fee-related revenues and fee-related expenses are presented separately in our calculation of non-GAAP measures in order to better illustrate the profitability of our FRE. The use of fee-related revenues and FRE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein.
Our calculations of DE, FRE, fee-related revenues and fee-related expenses may differ from the calculations of other investment managers. As a result, these measures may not be comparable to similar measures presented by other investment managers.
The following table sets forth our total FRE and DE for the years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in thousands) | ||||||||||
| Management fees | $ | 1,178,721 | $ | 929,860 | $ | 718,364 | ||||
| Fee-related performance revenues | 1,642 | 5,182 | — | |||||||
| Transaction, monitoring and other fees, net | 107,713 | 103,896 | 102,041 | |||||||
| Other income | 49,178 | 47,069 | 46,673 | |||||||
| Fee-Related Revenues | 1,337,254 | 1,086,007 | 867,078 | |||||||
| Cash-based compensation and benefits, net | 452,270 | 392,968 | 521,413 | |||||||
| Fee-related performance compensation | 1,401 | — | — | |||||||
| Operating expenses, net | 277,252 | 239,189 | 167,114 | |||||||
| Fee-Related Expenses | 730,923 | 632,157 | 688,527 | |||||||
| Fee-Related Earnings | $ | 606,331 | $ | 453,850 | $ | 178,551 | ||||
| Realized performance allocations, net | 74,027 | 282,383 | 999,603 | |||||||
| Realized investment income and other, net | (47,241) | 42,038 | 92,720 | |||||||
| Depreciation expense | (6,589) | (4,590) | (6,775) | |||||||
| Interest expense, net | 1,401 | (13,795) | (14,928) | |||||||
| Distributable Earnings | $ | 627,929 | $ | 759,886 | $ | 1,249,171 | ||||
| Income taxes | (42,623) | (59,623) | (9,308) | |||||||
| After-Tax Distributable Earnings | $ | 585,306 | (1) | $ | 700,263 | $ | 1,239,863 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Fee-Related Revenues
Fee-related revenues increased by $251.2 million, or 23%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was primarily due to additional management fees of $248.9 million.
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Management Fees
The following table presents management fees in our platforms for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 513,920 | $ | 382,992 | ||
| Growth | 155,410 | 141,735 | ||||
| Impact | 201,271 | 179,742 | ||||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 50,477 | — | ||||
| TPG AG Real Estate | 33,589 | — | ||||
| Real Estate | 149,555 | 153,908 | ||||
| Market Solutions | 74,499 | 71,483 | ||||
| Total Management Fees | $ | 1,178,721 | (1) | $ | 929,860 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Management fees increased by $248.9 million, or 27%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was largely due to fee earning capital raised resulting in additional management fees of $130.9 million earned from the Capital platform, largely from the activation of TPG IX, Asia VIII and THP II in the third quarter of 2022, partially offset by a decrease of $36.7 million in Asia VII. Management fees also increased $50.5 million and $33.6 million due to the additional fees earned from TPG AG Credit and TPG AG Real Estate, respectively, which we acquired in November 2023. Management fees generated from the Impact platform increased $21.5 million, primarily due to the activation of Rise III in the second quarter of 2022. Management fees for the Growth platform increased $13.7 million primarily from additional actively invested capital in TTAD II, and the activation of LSI in the first quarter of 2023.
Certain management fees totaling $41.5 million earned during the year ended December 31, 2023 were considered catch-up fees as a result of additional capital commitments from limited partners primarily related to TPG IX of $18.0 million, THP II of $8.7 million, Rise III of $6.7 million and Asia VIII in the amount of $6.3 million.
Fee-related Performance Revenues
The following table presents fee-related performance revenues for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| TPG AG Credit | $ | 1,642 | $ | — | ||
| Real Estate | — | 5,182 | ||||
| Total Fee-Related Performance Revenues | $ | 1,642 | (1) | $ | 5,182 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Fee-related performance revenues decreased $3.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. Performance revenues for the year ended December 31, 2022 related to incentive fees earned from TRTX in our Real Estate platform.
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Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 2,293 | $ | 5,094 | ||
| Growth | 386 | 647 | ||||
| Impact | 6,291 | 6,730 | ||||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 739 | — | ||||
| TPG AG Real Estate | 105 | — | ||||
| Market Solutions | 97,899 | 91,425 | ||||
| Total Transaction, Monitoring and Other Fees, Net | $ | 107,713 | (1) | $ | 103,896 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Transaction, monitoring and other fees, net increased by $3.8 million, or 4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily attributable to an increase in fees received by our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.
Other Income
The following table presents other income for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| Former affiliate funds | $ | 33,141 | $ | 27,915 | ||
| Other income | 16,037 | 19,154 | ||||
| Total Other Income | $ | 49,178 | (1) | $ | 47,069 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Total other income increased by $2.1 million, or 4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Fee-Related Expenses
Fee-related expenses increased by $98.8 million, or 16%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, comprised primarily of higher cash-based compensation and benefits, net of $59.3 million and increased operating expenses, net of $38.1 million.
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Cash-based Compensation and Benefits, Net
The following table presents cash-based compensation and benefits, net for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| Salaries | $ | 237,165 | $ | 197,587 | ||
| Bonuses | 212,294 | 196,083 | ||||
| Benefits and other | 83,206 | 71,061 | ||||
| Reimbursements | (80,395) | (71,764) | ||||
| Total Cash-Based Compensation and Benefits, Net | $ | 452,270 | (1) | $ | 392,968 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Total cash-based compensation and benefits, net increased by $59.3 million, or 15%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This change was primarily due to an increase in salaries of $39.6 million and benefits and other of $12.1 million as a result of headcount growth due to the acquisition of TPG Angelo Gordon. Total cash-based compensation and benefits, net also increased due to an increase of $16.2 million in bonuses, primarily due to bonus expense for TPG Angelo Gordon. These increases were partially offset by an increase in compensation reimbursements related to services provided to certain fund and portfolio companies of $8.6 million.
Fee-related Performance Compensation
The following table presents fee-related performance compensation for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| TPG AG Credit | $ | 1,407 | $ | — | ||
| TPG AG Real Estate | (6) | — | ||||
| Total Fee-related Performance Compensation | $ | 1,401 | (1) | $ | — |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Total fee-related performance compensation increased by $1.4 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Operating Expenses, Net
Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to investment funds that we manage and monitoring services provided to our portfolio companies. Operating expenses, net were $277.3 million and $239.2 million for the year ended December 31, 2023 and 2022, respectively, with the increase of $38.1 million primarily due to an increase in professional fees of $22.9 million, travel expenses of $8.2 million, and other administrative expenses of $7.0 million.
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Realized Performance Allocations, Net
The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 54,513 | $ | 250,382 | ||
| Growth | 2,139 | 13,681 | ||||
| Impact | 799 | 15,961 | ||||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 5,552 | — | ||||
| TPG AG Real Estate | 389 | — | ||||
| Real Estate | 4,076 | 1,110 | ||||
| Market Solutions | 6,559 | 1,249 | ||||
| Total Realized Performance Allocations, Net | $ | 74,027 | (1) | $ | 282,383 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Realized performance allocations, net of $74.0 million for the year ended December 31, 2023 were largely generated from realizations of $39.5 million from TPG AAF and $14.9 million from TPG VIII in the Capital platform, $6.6 million from TPEP in the Market Solutions platform, and $4.1 million from TREP III within the Real Estate platform. Realizations also include $5.6 million primarily from MVP Fund in TPG AG Credit. This activity included realizations sourced from portfolio companies such as Creative Artists Agency, DirecTV and Alloy Properties.
Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| Investments in TPG funds | $ | 27,543 | $ | 82,174 | ||
| Non-core income (expense) | (74,784) | (40,136) | ||||
| Total Realized Investment Income and Other, Net | $ | (47,241) | (1) | $ | 42,038 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Realized investment income and other, net decreased by $89.3 million, or 212%, due to lower realizations of $54.6 million from investments in funds we manage, plus additional non-core expenses of $34.6 million primarily driven by the Acquisition.
Depreciation
Depreciation expense increased $2.0 million, or 44%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
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Interest Expense, Net
The following table presents interest expense, net for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| Interest expense | $ | 38,531 | $ | 21,601 | ||
| Interest (income) | (39,932) | (7,806) | ||||
| Interest Expense, Net | $ | (1,401) | (1) | $ | 13,795 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
The decrease in interest expense, net during the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to higher interest income from interest earned on cash and cash equivalents, partially offset by higher interest rates on certain borrowings and increased interest expense on draws under our Senior Unsecured Revolving Credit Facility to partially fund the Acquisition.
Distributable Earnings
The decrease in DE for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to lower realized performance allocations, net, partially offset by a 34% increase in our Fee-Related Earnings.
Income Taxes
Income taxes decreased $17.0 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, driven by lower realized performance allocations, net.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Fee-Related Revenues
Fee-related revenues increased by $218.9 million, or 25%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase was primarily due to additional management fees of $211.5 million and fee-related performance revenues of $5.2 million.
Management Fees
The following table presents management fees in our platforms for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 382,992 | $ | 335,376 | ||
| Impact | 179,742 | 106,096 | ||||
| Real Estate | 153,908 | 70,442 | ||||
| Growth | 141,735 | 142,388 | ||||
| Market Solutions | 71,483 | 64,062 | ||||
| Total Management Fees | $ | 929,860 | $ | 718,364 |
Management fees increased by $211.5 million, or 29%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was largely due to fee earning capital raised resulting in additional management fees of $83.5 million earned from the Real Estate platform, primarily as a result of the activation of TREP IV during the first quarter of 2022. Management fees generated from the Impact platform increased $73.6 million, due to the activation of
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Rise Climate in the third quarter of 2021, and Rise III in the second quarter of 2022. The Capital platform had an increase of $47.6 million in management fees, largely from the activation of both TPG IX and Asia VIII in the third quarter of 2022, partially offset by a decrease of $30.0 million in TPG VII. The Market Solutions platform also contributed $7.4 million to the overall management fee increase primarily due to the acquisition of NewQuest in July 2021.
Certain management fees earned during the year ended December 31, 2022 were considered catch-up fees as a result of additional capital commitments from limited partners to Rise Climate and TTAD II in the amount of $2.8 million.
Fee-related Performance Revenues
The following table presents fee-related performance revenues for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Real Estate | $ | 5,182 | $ | — | ||
| Total Fee-Related Performance Revenues | $ | 5,182 | $ | — |
Fee-related performance revenues increased $5.2 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, attributable to the Real Estate platform driven by TRTX incentive fees.
Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Market Solutions | $ | 91,425 | $ | 91,737 | ||
| Impact | 6,730 | 4,264 | ||||
| Capital | 5,094 | 5,545 | ||||
| Growth | 647 | 495 | ||||
| Total Transaction, Monitoring and Other Fees, Net | $ | 103,896 | $ | 102,041 |
Transaction, monitoring and other fees, net increased by $1.9 million, or 2%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
Other Income
The following table presents other income for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Former affiliate funds | $ | 27,915 | $ | 38,942 | ||
| Other income | 19,154 | 2,570 | ||||
| Other investments | — | 5,161 | ||||
| Total Other Income(1) | $ | 47,069 | $ | 46,673 |
___________
(1) Includes other income of $13.5 million during the year ended December 31, 2021, generated by certain other investments that were transferred to RemainCo as Excluded Assets on December 31, 2021. Accordingly, there was no impact for the year ended December 31, 2022.
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Total other income increased by $0.4 million, or 1%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change primarily resulted from an increase in income earned from RemainCo under the RemainCo administrative agreement, offset by the transfer of certain of our strategic investments to RemainCo on December 31, 2021.
Fee-Related Expenses
Fee-related expenses decreased by $56.4 million, or 8%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, comprised primarily of lower cash-based compensation and benefits, net of $128.4 million partially offset by increased operating expenses, net of $72.1 million.
Cash-Based Compensation and Benefits, Net
The following table presents cash-based compensation and benefits, net for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Salaries | $ | 197,587 | $ | 169,552 | ||
| Bonuses(1) | 196,083 | 342,276 | ||||
| Benefits and other | 71,061 | 71,065 | ||||
| Reimbursements | (71,764) | (61,480) | ||||
| Total Cash-Based Compensation and Benefits, Net | $ | 392,968 | $ | 521,413 |
___________
(1)Includes bonus compensation of $140.3 million during the year ended December 31, 2021 for TPG senior professionals.
Total cash-based compensation and benefits, net decreased by $128.4 million, or 25%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily due to a decrease in bonuses of $146.2 million as a result of certain TPG senior professionals no longer receiving discretionary bonuses, and increased compensation reimbursements related to services provided to certain fund and portfolio companies. The decrease was partially offset by increased salaries of $28.0 million driven by firm headcount expansion.
Operating Expenses, Net
Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to TPG funds and monitoring services provided to our portfolio companies. Operating expenses, net were $239.2 million and $167.1 million for the year ended December 31, 2022 and 2021, respectively, with the increase of $72.1 million primarily due to an increase in professional fees of $26.1 million, travel expenses of $19.8 million, and other administrative expenses of $26.3 million.
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Realized Performance Allocations, Net
The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 250,382 | $ | 725,171 | ||
| Impact | 15,961 | 568 | ||||
| Growth | 13,681 | 234,025 | ||||
| Real Estate | 1,110 | 27,707 | ||||
| Market Solutions | 1,249 | 12,132 | ||||
| Total Realized Performance Allocations, Net(1) | $ | 282,383 | $ | 999,603 |
___________
(1)Includes realized performance allocation, net of $794.9 million during the year ended December 31, 2021 attributable to the TPG Operating Group Excluded entities. As previously described herein, these entities’ performance allocations are not a component of distributable earnings beginning in the fiscal year ending December 31, 2022.
Realized performance allocations, net of $282.4 million for the year ended December 31, 2022 were largely generated from realizations of $191.8 million from TPG VII, $25.9 million from TPG VIII and $19.4 million from Asia VII within the Capital platform. Realizations within the Impact platform of $16.0 million were generated from Rise I. This activity consisted of realizations sourced from portfolio companies including McAfee, Wind River, Kelsey-Seybold Clinics, Greencross, and DirecTV.
Realized performance allocations, net of $999.6 million for the year ended December 31, 2021 were largely generated from realizations in TPG VII of $501.6 million, TPG VI of $173.5 million and Asia VI of $28.4 million in the Capital platform. Realizations from the Growth platform were generated from Growth III of $131.2 million, Growth II of $35.8 million, Biotech III of $27.8 million, TSI of $24.0 million and TTAD I of $11.2 million. Realizations from the Real Estate platform were generated from Real Estate II of $24.5 million. The activity consisted of realizations sourced from portfolio companies including Astound, Kindred at Home, Transplace Holdings, Creative Artists Agency, DirecTV and Medical Solutions.
Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Investments in TPG funds | $ | 82,174 | $ | 111,151 | ||
| Other investments | — | 23,647 | ||||
| Non-core income (expense) | (40,136) | (42,078) | ||||
| Total Realized Investment Income and Other, Net(1) | $ | 42,038 | $ | 92,720 |
___________
(1)Includes realized investment income and other, net of $26.0 million during the year ended December 31, 2021 generated by certain other investments that were transferred to RemainCo as of December 31, 2021.
Realized investment income and other, net decreased by $50.7 million, or 55%, resulting from lower realizations of $29.0 million from our investments in TPG funds and the transfer of certain of our strategic investments to RemainCo on December 31, 2021.
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Depreciation
Depreciation expense decreased $2.2 million, or 32%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
Interest Expense, Net
The following table presents interest expense, net for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Interest expense | $ | 21,601 | $ | 15,728 | ||
| Interest (income) | (7,806) | (800) | ||||
| Interest Expense, Net | $ | 13,795 | $ | 14,928 |
The decrease in interest expense, net during the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to higher interest income from interest earned on cash and cash equivalents, partially offset by higher interest rates on certain borrowings.
Distributable Earnings
The decrease in DE for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to lower realized performance allocations, net, partially offset by a 154% increase in our Fee-Related Earnings.
Income Taxes
Income taxes increased $50.3 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase in income taxes is a result of the Company being subject to federal income taxes subsequent to the Reorganization and IPO.
Unaudited Non-GAAP Balance Sheet Measures
Book assets, book liabilities and net book value are non-GAAP performance measures of TPG Operating Group’s assets, liabilities and equity on a deconsolidated basis which reflects our investments in subsidiaries as equity method investments. Additionally, the book assets, book liabilities and net book value include the tax assets and liabilities of TPG Inc. We utilize these measures to assess the unrealized value of our book assets after deducting for book liabilities as well as assess our indirect interest in accrued performance allocations from our TPG funds and our co-investments in TPG funds and third-party investments. We believe these measures are useful to investors as they provide additional insight into the net assets of the TPG Operating Group on a deconsolidated basis. These non-GAAP financial measures should not be considered as a substitute for, or superior to, similar financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may differ from the calculations of other alternative asset managers and, as a result, may not be comparable to similar measures presented by other companies. Refer to “––Reconciliation to U.S. GAAP Measures” for reconciliations of the Consolidated Statements of Financial Condition to the non-GAAP Balance Sheet.
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The following table sets forth our non-GAAP book assets, book liabilities and net book value as of December 31, 2023 and December 31, 2022:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in thousands) | ||||||
| Book Assets | ||||||
| Cash and cash equivalents | $ | 105,480 | $ | 691,687 | ||
| Net accrued performance | 891,455 | 642,519 | ||||
| Investments in funds | 877,802 | 576,814 | ||||
| Intangible assets and goodwill | 1,007,899 | 274,481 | ||||
| Other assets | 679,638 | 314,926 | ||||
| Total Book Assets | $ | 3,562,274 | $ | 2,500,427 | ||
| Book Liabilities | ||||||
| Accounts payable, accrued expenses and other | $ | 296,147 | $ | 48,183 | ||
| Debt obligations | 945,052 | 444,566 | ||||
| Total Book Liabilities | $ | 1,241,199 | $ | 492,749 | ||
| Net Book Value | $ | 2,321,075 | $ | 2,007,678 |
During the year ended December 31, 2023, net book value increased primarily due to vested equity interest of $233.9 million recognized in connection with the acquisition of Angelo Gordon. Net book value also increased due to increases in net accrued performance and investments in funds, primarily associated with TPG VIII, Rise Climate, Growth V, Growth IV and THP I. This was partially offset by the distribution of proceeds received during the year ended December 31, 2023 from TPG AAF and TPG VIII.
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Reconciliation to U.S. GAAP Measures
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP to non-GAAP financial measures for the years ended December 31, 2023, 2022 and 2021:
Revenue
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in thousands) | ||||||||||
| GAAP Revenue | $ | 2,389,911 | $ | 2,002,887 | $ | 4,976,387 | ||||
| Capital-allocation based income | (855,285) | (756,252) | (3,998,483) | |||||||
| Expense reimbursements | (185,554) | (166,090) | (132,810) | |||||||
| Investment (income) loss and other | (11,818) | 5,462 | 21,984 | |||||||
| Fee-Related Revenues | $ | 1,337,254 | $ | 1,086,007 | $ | 867,078 |
Expenses
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in thousands) | ||||||||||
| GAAP Expenses | $ | 2,363,803 | $ | 1,944,799 | $ | 916,566 | ||||
| Depreciation and amortization expense | (47,673) | (32,990) | (21,223) | |||||||
| Interest expense | (38,528) | (21,612) | (16,291) | |||||||
| Expenses related to consolidated TPG Funds and Public SPACs | (1,053) | (3,316) | (20,764) | |||||||
| Expense reimbursements | (185,554) | (166,090) | (132,810) | |||||||
| Performance allocation compensation | (591,676) | (416,556) | — | |||||||
| Equity-based compensation | (654,922) | (627,714) | — | |||||||
| Acquisition success fees | (20,000) | — | — | |||||||
| Non-core expenses and other | (93,474) | (44,364) | (36,951) | |||||||
| Fee-Related Expenses | $ | 730,923 | $ | 632,157 | $ | 688,527 |
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Net income
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in thousands) | ||||||||||
| Net income (loss) | $ | 23,385 | $ | (56,235) | $ | 4,655,997 | ||||
| Net income attributable to redeemable interests in Public SPACs | (12,044) | (14,648) | (155,131) | |||||||
| Net income attributable to non-controlling interests in consolidated TPG Funds | — | — | (19,287) | |||||||
| Net income attributable to other non-controlling interests | (23,662) | (11,293) | (2,081,170) | |||||||
| Amortization expense | 26,968 | 14,153 | 14,195 | |||||||
| Equity-based compensation | 652,814 | 634,759 | — | |||||||
| Unrealized performance allocations, net | (112,250) | 117,924 | (856,505) | |||||||
| Unrealized investment (income) loss | (11,836) | 48,796 | (295,390) | |||||||
| Unrealized gain on derivatives | (59) | (1,119) | (20,626) | |||||||
| Income taxes | 18,028 | (26,454) | — | |||||||
| Acquisition success fees | 20,000 | — | — | |||||||
| Non-recurring and other | 3,962 | (5,620) | (2,220) | |||||||
| After-tax Distributable Earnings | $ | 585,306 | $ | 700,263 | $ | 1,239,863 | ||||
| Income taxes | 42,623 | 59,623 | 9,308 | |||||||
| Distributable Earnings | $ | 627,929 | $ | 759,886 | $ | 1,249,171 | ||||
| Realized performance allocations, net | (74,027) | (282,383) | (999,603) | |||||||
| Realized investment loss (income) and other, net | 47,241 | (42,038) | (92,720) | |||||||
| Depreciation expense | 6,589 | 4,590 | 6,775 | |||||||
| Interest expense, net | (1,401) | 13,795 | 14,928 | |||||||
| Fee-Related Earnings | $ | 606,331 | $ | 453,850 | $ | 178,551 |
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Balance sheet
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP to non-GAAP financial measures as of December 31, 2023 and 2022:
| December 31, | |||||||
|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2023 | 2022 | |||||
| Total GAAP Assets | $ | 9,369,672 | $ | 7,941,738 | |||
| Impact of consolidated Public SPACs | |||||||
| Cash and cash equivalents | — | (5,097) | |||||
| Assets held in Trust Account | — | (653,635) | |||||
| Due from affiliates | — | (45) | |||||
| Other assets | — | (412) | |||||
| Subtotal for consolidated Public SPACs | — | (659,189) | |||||
| Impact of other consolidated entities | |||||||
| Cash and cash equivalents | (559,708) | (415,797) | |||||
| Due from affiliates | (346,910) | (211,097) | |||||
| Investments | (4,954,855) | (4,110,535) | |||||
| Intangible assets and goodwill | (77,688) | (91,900) | |||||
| Other assets | (285,406) | (42,605) | |||||
| Subtotal for other consolidated entities | (6,224,567) | (4,871,934) | |||||
| Reclassification adjustments(1) | |||||||
| Restricted cash | (13,183) | (13,166) | |||||
| Due from affiliates | (72,067) | 8,458 | |||||
| Investments | (1,769,257) | (1,219,333) | |||||
| Net accrued performance | 891,455 | 642,519 | |||||
| Investments in funds | 877,802 | 576,814 | |||||
| Other assets | 502,419 | 94,520 | |||||
| Subtotal for reclassification adjustments | 417,169 | 89,812 | |||||
| Total Book Assets | $ | 3,562,274 | $ | 2,500,427 |
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| December 31, | |||||||
|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2023 | 2022 | |||||
| Total GAAP Liabilities | $ | 6,008,538 | $ | 4,202,232 | |||
| Impact of consolidated Public SPACs | |||||||
| Accounts payable and accrued expenses | — | (236) | |||||
| Derivative liabilities of Public SPACs | — | (667) | |||||
| Deferred underwriting | — | (22,750) | |||||
| Subtotal for consolidated Public SPACs | — | (23,653) | |||||
| Impact of other consolidated entities | |||||||
| Accounts payable and accrued expenses | (167,235) | (90,685) | |||||
| Due to affiliates | (137,479) | (134,562) | |||||
| Accrued performance allocation compensation | (4,096,052) | (3,269,889) | |||||
| Other liabilities | (377,727) | (206,276) | |||||
| Subtotal for other consolidated entities | (4,778,493) | (3,701,412) | |||||
| Reclassification adjustments(1) | |||||||
| Accounts payable and accrued expenses | 291,586 | 40,698 | |||||
| Due to affiliates | (5,696) | (5,301) | |||||
| Other liabilities | (274,736) | (19,815) | |||||
| Subtotal for reclassification adjustments | 11,154 | 15,582 | |||||
| Total Book Liabilities | $ | 1,241,199 | $ | 492,749 | |||
| Total GAAP redeemable equity from consolidated Public SPACs | $ | — | $ | 653,635 | |||
| Impact of consolidated TPG Funds and Public SPACs(2) | — | (653,635) | |||||
| Total Book redeemable equity from consolidated Public SPACs | $ | — | $ | — | |||
| Total GAAP Equity | $ | 3,361,134 | $ | 3,085,871 | |||
| Impact of consolidated Public SPACs | — | 18,099 | |||||
| Impact of other consolidated entities | (1,446,074) | (1,170,522) | |||||
| Reclassification adjustments(1) | 406,015 | 74,230 | |||||
| Net Book Value | $ | 2,321,075 | $ | 2,007,678 |
___________
(1)Certain amounts were reclassified to reflect how we utilize our non-GAAP balance sheet measures. We separately analyze our investments on a non-GAAP basis between accrued performance fees and other investments, which consists of co-investments into our funds and other equity method investments. Additionally, we reclassified U.S. GAAP financial statement amounts due from affiliates and certain amounts within other assets, net for non-GAAP purposes and reclassified U.S. GAAP financial statement amounts due to affiliates and other liabilities within accounts payable, accrued expenses and other for non-GAAP purposes.
(2)The $653.6 million redeemable equity represents ownership interest in each SPAC that is not owned by the TPG Operating Group and is presented separately from U.S. GAAP partners’ capital in the accompanying Consolidated Financial Statements.
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SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND OTHER DATA
Defined terms included below have the same meaning as terms defined and included elsewhere in this Form 10-K.
The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 depicts the accounting required under U.S. GAAP for the Acquisition, the related borrowing under the Senior Unsecured Revolving Credit Facility and certain changes in compensation arrangements assuming they occurred on January 1, 2023. An unaudited pro forma condensed combined statement of financial condition is not presented because the Acquisition, the related borrowing under the Senior Unsecured Revolving Credit Facility and certain changes in compensation arrangements are fully reflected in the consolidated statement of financial condition of TPG Inc. as of December 31, 2023 in this Annual Report on Form 10-K. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Management believes this pro forma presentation is meaningful as the Acquisition is a material acquisition, which occurred close to year-end.
Pursuant to the Transaction Agreement, TPG purchased the Acquired Interests for a combination of cash, vested Common Units, the Aggregate Annual Cash Holdback Amount and the portion of the Earnout Payment not considered compensatory under U.S. GAAP. Total consideration in accordance with U.S. GAAP was $1,145.9 million (“Purchase Price”) as described in Note 2. All Common Units issued were accompanied by an equal number of Class B Shares.
TPG funded the cash consideration for the Acquisition by drawing $470.0 million under its Senior Unsecured Revolving Credit Facility and paid the remainder with cash on hand.
In addition to the Purchase Price, TPG issued to certain Angelo Gordon partners unvested Common Units and RSUs under the TPG Omnibus Plan, in each case as reflected in the Transaction Agreement. The issuance of the unvested Common Units and RSUs is considered compensation under U.S. GAAP, and is subject to ongoing service requirements intended to promote retention. Additionally, following the consummation of the Acquisition, TPG aligned the compensation structure for Angelo Gordon partners with TPG’s, which resulted in replacing some historically received cash-based compensation with a greater share of performance allocation compensation.
The unaudited pro forma condensed combined financial information is being furnished solely for informational purposes and is not necessarily indicative of the results of operations that might have been achieved for the period indicated, nor is it necessarily indicative of the future results of the combined company. It does not reflect potential revenue synergies or cost savings expected to be realized from the Acquisition. No assurance can be given that cost savings or synergies will be realized at all. The adjustments contained in the unaudited pro forma condensed combined financial information are based on currently available information and assumptions that we believe are reasonable in order to reflect, on a pro forma basis, the effect of the Acquisition, the financing and the change in compensation arrangements for Angelo Gordon subsequent to the closing of the Acquisition. Such assumptions include, but are not limited to, the Purchase Price allocation of Angelo Gordon’s assets acquired and liabilities assumed based on fair value and post-combination compensation expense. The unaudited pro forma condensed combined financial information does not project TPG’s results of operations for any future period or date.
The unaudited pro forma condensed consolidated financial information should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
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| Unaudited Pro Forma Condensed Combined Statement of Operations and Other Data | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Year Ended December 31, 2023 | ||||||||||||||||||||||
| Historical | ||||||||||||||||||||||
| For the Year Ended December 31, 2023 | For the period January 1 through October 31, 2023 | |||||||||||||||||||||
| ($ in thousands, except share and per share amounts) | TPG Inc. | Angelo Gordon | Transaction Accounting Adjustments | Notes | Transaction Accounting Compensation Adjustments | Notes | Pro Forma Combined | |||||||||||||||
| Revenues | ||||||||||||||||||||||
| Fees and other | $ | 1,534,626 | $ | 483,413 | $ | (464) | 3 (A), (D) | $ | — | $ | 2,017,575 | |||||||||||
| Capital allocation-based income (loss) | 855,285 | 173,329 | (1,046) | 3 (A) | — | 1,027,568 | ||||||||||||||||
| Total revenues | 2,389,911 | 656,742 | (1,510) | — | 3,045,143 | |||||||||||||||||
| Expenses | ||||||||||||||||||||||
| Compensation and benefits: | ||||||||||||||||||||||
| Cash-based compensation and benefits | 547,377 | 338,226 | — | (92,720) | 3 (J) | 792,883 | ||||||||||||||||
| Equity-based compensation | 654,922 | 13,438 | — | 267,507 | 3 (H) | 935,867 | ||||||||||||||||
| Performance allocation compensation | 591,676 | 83,337 | — | 52,880 | 3 (I) | 727,893 | ||||||||||||||||
| Total compensation and benefits | 1,793,975 | 435,001 | — | 227,667 | 2,456,643 | |||||||||||||||||
| General, administrative and other | 482,574 | 245,116 | 839 | 3 (A), (E) | (4,887) | 3 (I) | 723,642 | |||||||||||||||
| Depreciation and amortization | 47,673 | 8,315 | 70,300 | 3 (B) | — | 126,288 | ||||||||||||||||
| Interest expense | 38,528 | 5,776 | 23,505 | 3 (C) | — | 67,809 | ||||||||||||||||
| Expenses of consolidated Public SPACs and Investment Funds: | ||||||||||||||||||||||
| Interest expense | — | 50,450 | (50,450) | 3 (A) | — | — | ||||||||||||||||
| General, administrative and other | — | 956 | (956) | 3 (A) | — | — | ||||||||||||||||
| Other | 1,053 | — | — | — | 1,053 | |||||||||||||||||
| Total expenses | 2,363,803 | 745,614 | 43,238 | 222,780 | 3,375,435 | |||||||||||||||||
| Investment income | ||||||||||||||||||||||
| Income (loss) from investments: | ||||||||||||||||||||||
| Net gains (losses) from investment activities | 6,564 | (3,736) | — | — | 2,828 | |||||||||||||||||
| Interest, dividends and other | 42,622 | 17,584 | — | — | 60,206 | |||||||||||||||||
| Investment income of consolidated Public SPACs and Investment Funds: | ||||||||||||||||||||||
| Unrealized gains (losses) on derivative liabilities of Public SPACs | 667 | — | — | — | 667 | |||||||||||||||||
| Net gains (losses) from consolidated fund investment activities | — | (12,148) | 12,148 | 3 (A) | — | — | ||||||||||||||||
| Interest, dividends and other | 7,692 | 64,855 | (64,855) | 3 (A) | — | 7,692 | ||||||||||||||||
| Total investment income (loss) | 57,545 | 66,555 | (52,707) | — | 71,393 | |||||||||||||||||
| Income (loss) before income taxes | 83,653 | (22,317) | (97,455) | (222,780) | (258,899) | |||||||||||||||||
| Income tax expense | 60,268 | 4,412 | (8,266) | 3 (F) | (10,174) | 3 (F) | 46,240 | |||||||||||||||
| Net (loss) income | 23,385 | (26,729) | (89,189) | (212,606) | (305,139) | |||||||||||||||||
| Less: | ||||||||||||||||||||||
| Net income attributable to redeemable equity in Public SPACs | 12,044 | — | — | — | 12,044 | |||||||||||||||||
| Net loss attributable to non-controlling interests in TPG Operating Group | (92,411) | — | (88,245) | 3 (G) | (178,547) | 3 (H), (I) | (359,203) | |||||||||||||||
| Net income (loss) attributable to other non-controlling interests | 23,662 | (1,332) | 1,332 | 3 (G) | — | 23,662 | ||||||||||||||||
| Net income attributable to TPG Inc./controlling interest | $ | 80,090 | $ | (25,397) | $ | (2,276) | $ | (34,059) | $ | 18,358 | ||||||||||||
| Pro forma net income (loss) per share data: | ||||||||||||||||||||||
| Net income available to Class A common stock per share | ||||||||||||||||||||||
| Basic | $ | 0.89 | $ | 0.17 | ||||||||||||||||||
| Diluted | $ | (0.04) | $ | (0.77) | ||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding | ||||||||||||||||||||||
| Basic | 80,334,871 | 80,596,501 | ||||||||||||||||||||
| Diluted | 317,944,496 | 362,254,127 |
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Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 – Basis of Presentation
The unaudited pro forma condensed combined financial information is derived from TPG’s and Angelo Gordon’s historical audited and unaudited consolidated financial statements and depicts the accounting for the Acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with TPG being deemed the accounting acquirer. ASC 805 references fair value, as defined under ASC 820, Fair Value Measurements and Disclosures. Fair value determinations are inherently subjective, and reasonable persons evaluating the same facts and circumstances may develop different assumptions and arrive at different estimates. The accounting for the related financing and the change in compensation arrangements is depicted under ASC 835, Interest, and ASC 718, Compensation - Stock Compensation, respectively.
Note 2 – Purchase Price
The following table provides additional information on the total Purchase Price (in thousands):
| Cash(1) | $ | 740,703 | |
|---|---|---|---|
| Amounts payable to seller(2) | 18,845 | ||
| Common Units(3) | 233,894 | ||
| Fair value of Aggregate Annual Cash Holdback Amount(4) | 125,158 | ||
| Fair value of Earnout Payment(5) | 27,315 | ||
| Total Purchase Price | $ | 1,145,915 |
_________________
1.Represents the closing cash consideration of $740.7 million which is comprised of $270.7 million of cash on hand and $470.0 million of proceeds from drawing on the Company’s Senior Unsecured Revolving Credit Facility. Out of the closing cash consideration of $740.7 million, $100.0 million was held in escrow on behalf of the sellers.
2.Represents the expected difference between the Estimated Cash Consideration paid at closing and the Final Cash Consideration to be determined no later than 120 days from closing in accordance with the terms of the Transaction Agreement.
3.Represents the fair value of approximately 9.2 million vested Common Units granted to the Angelo Gordon partners upon consummation of the Acquisition. The fair value of Common Units is based on a $28.18 closing price for the shares of Class A common stock on the Acquisition Date, adjusted for a discount for lack of marketability. Approximately 43.8 million unvested Common Units and 8.4 million RSUs available to be granted in connection with the Acquisition were considered compensatory under U.S. GAAP and not part of the Purchase Price.
4.Represents the estimated fair value of the Aggregate Annual Cash Holdback Amount of up to $150.0 million, which is payable in three equal annual installments of $50.0 million, subject to the absence of promote shortfall in each respective calendar year (2024, 2025, and 2026). The estimated fair value of $125.2 million, reflected as contingent consideration, was determined using a present value approach. Inputs to fair value include the present value period and the discount rate applied to the annual payments.
5.Represents the estimated fair value of the non-compensatory portion of the Earnout Payment expected to be paid in the form of cash and vested Common Units to Angelo Gordon partners upon satisfaction of certain FRR targets during the Measurement Period. This amount, reflected as contingent consideration, was determined using a multiple probability simulation approach. Inputs to the fair value include probability adjusted FRR amounts and FRR target thresholds. The compensatory portion of the Earnout Payment to the Angelo Gordon partners is treated as post-combination compensation expense, as services are required from such partners post-Closing.
The total Purchase Price was allocated to the fair value of assets acquired and liabilities assumed as of the Acquisition Date, with the excess Purchase Price recorded as goodwill. A third-party valuation specialist assisted the Company with the fair value estimates for the assets acquired and liabilities assumed. As the Acquisition Date was close to December, 31, 2023, the purchase accounting analysis is subject to subsequent adjustments that are identified through the measurement period, which is limited to one year from the Acquisition Date.
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Note 3 - Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Statement of Operations
(A)Reflects statement of operations activities that will not continue for the combined company, including:
1.Removal of amounts related to Angelo Gordon’s CLOs that were deconsolidated in Angelo Gordon’s unaudited consolidated financial statements as of June 30, 2023 in accordance with the terms of the Transaction Agreement. Such activities include:
i.Removal of interest expense of $50.5 million, general, administrative and other of $1.0 million and total net investment income of $52.7 million for the year ended December 31, 2023.
ii.Recognition of $3.0 million in management fee income (before the management fee reduction adjustment in Note (D)) and $1.0 million of capital allocation-based loss for the year ended December 31, 2023.
2.Removal of $1.3 million recorded within Angelo Gordon’s general, administrative and other expenses, related to an insurance policy for a founder partner of Angelo Gordon that did not continue after closing.
(B)The following table presents the amortization expense of the acquired finite lived intangible assets following the consummation of the Acquisition (refer to Note 3 to our Consolidated Financial Statements for estimated fair values and useful lives):
| ($ in thousands) | Year Ended December 31, 2023 | ||
|---|---|---|---|
| Trade name | $ | 2,818 | |
| Technology | 11,500 | ||
| Acquired carried interest | 30,615 | ||
| Investment management agreements | 34,761 | ||
| Non-compete agreements | 4,667 | ||
| Less: Related intangible amortization recorded within historical TPG financials: | (14,061) | ||
| Total amortization pro forma adjustment | $ | 70,300 |
(C)Reflects an adjustment to interest expense of $25.2 million for the year ended December 31, 2023 related to the $470.0 million draw on the Company’s Senior Unsecured Revolving Credit Facility using an estimated effective interest rate of 6.54% per annum based on the terms of the facility. The effective interest rate is based on the one-month SOFR plus 110 basis points. The portion of historical unused commitment fee was reversed, partially offsetting the increase in interest expense. A 0.25% change in the interest rate of the Senior Unsecured Revolving Credit Facility would cause a corresponding increase or decrease in interest expense of $1.2 million for the year ended December 31, 2023.
This adjustment also reflects the removal of interest expense of $1.7 million for the year ended December 31, 2023 as a result of the repayment and termination of an Angelo Gordon credit facility prior to closing.
(D)Represents the reduction of management fee income related to a certain fund where TPG did not acquire 100% of the on-going management fee stream. This arrangement results in a reduction of management fees of $3.5 million for the year ended December 31, 2023.
(E)Represents the net increase of Angelo Gordon lease expense of $2.1 million for the year ended December 31, 2023, as a result of remeasuring Angelo Gordon’s right of use asset and lease liability balances in conjunction with the Acquisition.
(F)TPG Operating Group has been and is expected to continue to be treated as partnerships for U.S. federal and state income tax purposes. Following the Acquisition, the income from the Acquired Interests allocable to TPG Inc. from its ownership interest in the TPG Operating Group, is subject to U.S. federal income taxes and local income taxes.
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As a result, the unaudited pro forma condensed combined financial information reflects adjustments to income tax expense to incorporate the income tax effects in connection with the additional allocable income from the Acquired Interests and the transaction accounting adjustments attributable to TPG Inc. at a blended statutory income tax rate of 23.0%. The blended statutory income tax rate was calculated on a pro forma basis, assuming the U.S. federal rate currently in effect of 21% and the statutory income tax rates applicable to each state and local jurisdiction where we estimate our income will be taxable.
The applicable blended statutory tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual effective tax rates in future periods subsequent to the Acquisition.
The following table summarizes pro forma income tax expense associated with Transaction Accounting Adjustments:
| ($ in thousands) | Year Ended December 31, 2023 | ||
|---|---|---|---|
| Additional allocable income from the Acquired Interests | $ | (25,397) | |
| Transaction Accounting Adjustments attributable to TPG Inc. | (10,542) | ||
| Additional net income attributable to TPG Inc. | (35,939) | ||
| TPG Inc. effective tax rate | 23.0 | % | |
| Total income tax expense pro forma adjustment associated with Transaction Accounting Adjustments | $ | (8,266) |
The following table summarizes pro forma income tax expense associated with Transaction Accounting Compensation Adjustments:
| ($ in thousands) | Year Ended December 31, 2023 | ||
|---|---|---|---|
| Transaction Accounting Compensation Adjustments attributable to TPG Inc. | $ | (44,234) | |
| TPG Inc. effective tax rate | 23.0 | % | |
| Total income tax expense pro forma adjustment associated with Transaction Accounting Compensation Adjustments | $ | (10,174) |
(G)For purposes of the unaudited pro forma condensed combined statement of operations, TPG owns approximately 25.31% of the Common Units, while non-controlling interest holders of the TPG Operating Group, including former Angelo Gordon partners who received Common Units, own the remaining 74.69% for the year ended December 31, 2023. The following table presents the calculation of the pro forma income attributable to other non-controlling interests in the TPG Operating Group:
| ($ in thousands) | Year Ended December 31, 2023 | ||
|---|---|---|---|
| Loss before provision for income taxes | $ | (258,899) | |
| Less: | |||
| Provision for local and foreign income taxes | 64,680 | ||
| Net income attributable to redeemable equity in Public SPACs | 12,044 | ||
| Allocable Income | (335,623) | ||
| Less: | |||
| Net loss attributable to non-controlling interest in TPG Operating Group and its consolidated subsidiaries | (359,203) | ||
| Net income attributable to other non-controlling interests | 23,662 | ||
| TPG Inc.’s income before provision for income taxes in the TPG Operating Group | (82) | ||
| Provision for income taxes | (18,440) | ||
| Net income attributable to TPG Inc. | $ | 18,358 |
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In order to reflect the net loss attributable to non-controlling interests in TPG Operating Group and to adjust historical allocations of loss to non-controlling interests for Angelo Gordon, we made pro forma adjustments of $88.2 million and $1.3 million, respectively, for the year ended December 31, 2023.
Transaction Accounting Adjustment - Compensation Adjustments
As described in the summary of the Acquisition above, TPG issued unvested Common Units and RSUs to Angelo Gordon partners that are considered compensatory under U.S. GAAP and are not included in the Purchase Price. Such offering of equity instruments is considered a separate transaction entered into between TPG and Angelo Gordon and is therefore presented separately from the Acquisition.
(H)At Closing, TPG issued to certain partners approximately 43.8 million unvested Common Units. TPG also granted approximately 7.0 million RSUs to certain partners and professionals out of a pool of 8.4 million RSUs. The unvested Common Units and RSUs were determined to be compensatory for the combined company. The unvested Common Units and RSUs will generally vest over five years, subject to the recipient’s continued provision of services to the combined company through the vesting date.
A total grant date fair value of $1,110.4 million for the unvested Common Units will be recognized as post-combination compensation expense during the periods in which the Angelo Gordon partners provide services. The grant date fair value of the unvested Common Units is based on the same inputs as the vested Common Units as detailed in Note 2. The issuance of such unvested Common Units results in the recognition of an additional $186.9 million of compensation expense for year ended December 31, 2023.
A total grant date fair value of $201.8 million for the RSUs will be recognized as post-combination compensation expense during the periods in which the Angelo Gordon partners and employees provide services. The grant date fair value of the RSUs is based on the closing price for the shares of Class A common stock on the grant date. The RSU grants result in the recognition of an additional $31.9 million of compensation expense for the year ended December 31, 2023.
Additionally, post-combination expense is recognized for the portion of the Earnout Payment that requires provision of on-going services from Angelo Gordon partners. As the Earnout Payment contains both a performance condition and a requisite service period, the Company recognizes compensation expense using the accelerated attribution method. The compensatory portion of the Earnout Payment results in the recognition of an additional $62.1 million of compensation expense for the year ended December 31, 2023.
Angelo Gordon historical equity-based compensation of $13.4 million for the year ended December 31, 2023 is reversed.
(I)Reflects the additional performance allocation income that is attributed to certain partners of Angelo Gordon as a result of an additional 30% increase in their share of performance allocations. Approximately $52.9 million for the year ended December 31, 2023 is reflected as additional performance allocation compensation allocated to those Angelo Gordon partners and professionals. Within this amount, approximately $4.9 million represents cash amounts paid to certain legacy interest holders of Angelo Gordon, which were reflected within General, administrative and other expenses during the year ended December 31, 2023.
(J)Reflects the reduction of cash-based bonuses that were historically paid to certain Angelo Gordon partners and professionals and reflected within compensation and benefits, net. After the Acquisition, the share of performance allocations to certain Angelo Gordon partners and professionals increased to approximately 80%. Additionally, share-based compensation was granted to such partners in the form of unvested Common Units (as discussed in Note (H). The reduction of cash-based bonuses amounts to $92.7 million for year ended December 31, 2023.
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Note 4 - Earnings Per Share
The following table presents a reconciliation of the numerator and denominator used to compute pro forma basic and diluted net income (loss) per share (in thousands, except share and per share data):
| Year EndedDecember 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Pro forma basic net income per share: | ||||||
| Numerator: | ||||||
| Net loss | $ | (305,139) | ||||
| Less: | ||||||
| Net income attributable to redeemable equity in Public SPACs | 12,044 | |||||
| Net loss attributable to non-controlling interests in TPG Operating Group | (359,203) | |||||
| Net income attributable to other non-controlling interests | 23,662 | |||||
| Net income attributable to Class A Common Stockholders prior to distributions | 18,358 | |||||
| Reallocation of earnings to unvested participating restricted stock units(a) | (5,024) | |||||
| Net income attributable to Class A Common Stockholders - Basic | 13,334 | |||||
| Reallocation of loss from participating securities assuming exchange of Common Units | (291,293) | |||||
| Net loss attributable to Class A Common Stockholders - Diluted | $ | (277,959) | ||||
| Denominator: | ||||||
| Class A Common Stock outstanding - Basic(1) | 80,596,501 | |||||
| Exchange of Common Units to Class A Common Stock(2) | 281,657,626 | |||||
| Shares of Common Stock Outstanding - Diluted | 362,254,127 | |||||
| Net income (loss) available to Class A common stock per share | ||||||
| Basic | $ | 0.17 | ||||
| Diluted | $ | (0.77) |
_________________
1.Represents the Class A Common Stock outstanding at Transaction closing.
2.The assumed exchange of Common Units to Class A Common Stock includes closing Common Units of 228.7 million and 53.0 million vested and unvested Common Units granted to the Angelo Gordon partners upon consummation of the Acquisition.
In computing the dilutive effect, if any, that share-based awards would have on earnings per share, TPG considers the reallocation of net income between holders of its Class A Shares and non-controlling interests.
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Unaudited Pro Forma Non-GAAP Financial Measures
Distributable Earnings. DE is used to assess performance and amounts potentially available for distributions to partners. DE is derived from and reconciled to, but not equivalent to, its most directly comparable U.S. GAAP measure of net income. DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include (i) unrealized performance allocations and related compensation and benefit expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities or (v) certain non-cash items, such as contingent reserves.
While TPG and Angelo Gordon believe that the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of core operating performance, the use of DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S. GAAP.
After-Tax Distributable Earnings. After-tax DE is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income taxes. We use it to assess how income tax expense affects amounts available to be distributed to holders of our Class A Shares and Common Unit holders. After-tax DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include the items described in the definition of DE herein; however, unlike DE, it does reflect the impact of income taxes. Income taxes, for purposes of determining After-tax DE, represent the total U.S. GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on U.S. GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within other liabilities in our Consolidated Statement of Financial Condition. Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to TPG on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges. We believe that including the amount currently payable under the Tax Receivable Agreement and utilizing the current income tax expense (benefit), as described above, when determining After-tax DE is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to stockholders.
TPG and Angelo Gordon believe that while the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of core operating performance, the use of After-tax DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S. GAAP.
Fee-Related Earnings. FRE is a supplemental performance measure and is used to evaluate our business and make resource deployment and other operational decisions. FRE differs from net income computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of DE and also adjusts to exclude (i) realized performance allocations and related compensation expense, (ii) realized investment income from investments and financial instruments, (iii) net interest (interest expense less interest income), (iv) depreciation, (v) amortization and (vi) certain non-core income and expenses. We use FRE to measure the ability of our business to cover compensation and operating expenses from fee revenues other than capital allocation-based income. The use of FRE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein.
Fee-Related Revenues. Fee-related revenues is a component of FRE. Fee-related revenues is comprised of (i) management fees, (ii) fee-related performance revenues, (iii) transaction, monitoring and other fees, net, and (iv) other income. Fee-related performance revenues refers to incentive fees from perpetual capital vehicles that are: (i) measured and expected to be received on a recurring basis and (ii) not dependent on realization events from the underlying investments. Fee-related revenue differs from revenue computed in accordance with U.S. GAAP in that it excludes certain reimbursement expense arrangements. Refer to “Angelo Gordon Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations of Angelo Gordon—Reconciliation to U.S. GAAP Measures” to the comparable line items on the combined statements of operations.
Fee-Related Expenses. Fee-related expenses is a component of FRE. Fee-related expenses differs from expenses computed in accordance with U.S. GAAP in that it is net of certain reimbursement arrangements and does not include performance allocation compensation. Fee-related expenses is used in our review of the business. Refer to “Angelo Gordon Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations of Angelo Gordon—Reconciliation to U.S. GAAP Measures” to the comparable line items on the combined statements of operations.
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The following table sets forth the pro forma non-GAAP financial measures after Adjustments for the year ended December 31, 2023:
| Year Ended December 31, 2023 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Historical | Pro Forma Adjustments | |||||||||||||||||||||
| ($ in thousands) | TPG Inc. | Angelo Gordon | Transaction Accounting Adjustments | Notes | Transaction Compensation Adjustments | Notes | Pro Forma Non-GAAP Combined | |||||||||||||||
| Management fees | $ | 1,178,721 | $ | 401,193 | $ | (3,451) | (6) | $ | — | $ | 1,576,463 | |||||||||||
| Transaction, monitoring, and other fees, net | 107,713 | 2,798 | — | — | 110,511 | |||||||||||||||||
| Fee-related performance revenues | 1,642 | 7,828 | 1,173 | (5) | — | 10,643 | ||||||||||||||||
| Other income | 49,178 | (295) | — | — | 48,883 | |||||||||||||||||
| Fee Related Revenues | 1,337,254 | 411,524 | (2,278) | — | 1,746,500 | |||||||||||||||||
| Cash-based compensation and benefits, net | 452,270 | 327,246 | — | (92,720) | (9) | 686,796 | ||||||||||||||||
| Fee-related performance compensation | 1,401 | 3,914 | — | — | 5,315 | |||||||||||||||||
| Operating expenses, net | 277,252 | 77,159 | 839 | (1), (2) | (4,887) | (8) | 350,363 | |||||||||||||||
| Fee Related Expenses | 730,923 | 408,319 | 839 | (97,607) | 1,042,474 | |||||||||||||||||
| Total Fee-Related Earnings | $ | 606,331 | $ | 3,205 | $ | (3,117) | $ | 97,607 | $ | 704,026 | ||||||||||||
| Realized performance allocations, net | 74,027 | 85,038 | — | (39,713) | (8) | 119,352 | ||||||||||||||||
| Realized investment income and other, net | (47,241) | (48,037) | — | — | (95,278) | |||||||||||||||||
| Depreciation expense | (6,589) | (8,882) | — | — | (15,471) | |||||||||||||||||
| Interest expense, net | 1,401 | 10,810 | (23,505) | (3), (4) | — | (11,294) | ||||||||||||||||
| Distributable Earnings | $ | 627,929 | $ | 42,134 | $ | (26,622) | $ | 57,894 | $ | 701,335 | ||||||||||||
| Income taxes | (42,623) | (4,246) | (794) | (7) | (2,963) | (7) | (50,626) | |||||||||||||||
| After-Tax Distributable Earnings | $ | 585,306 | $ | 37,888 | $ | (27,416) | $ | 54,931 | $ | 650,709 |
Notes to the Unaudited Pro Forma Non-GAAP Financial Measures
Transaction Accounting Adjustments
1.Relates to the removal of charges related to an insurance program of $1.3 million for the year ended December 31, 2023, that did not continue after the consummation of the Acquisition.
2.Relates to additional lease expense of $2.1 million as a result of the Acquisition.
3.Relates to the removal of interest expense of $1.7 million for the year ended December 31, 2023 for an Angelo Gordon credit facility that was repaid and terminated on September 25, 2023.
4.The Senior Unsecured Revolving Credit Facility carries an interest rate of 1 Month Term SOFR plus 110 basis points. The impact of the adjustment is an increase to interest expense of $25.2 million for year ended December 31, 2023.
5.Relates to an increase to Fee-related performance revenues of $1.2 million for the year ended December 31, 2023 that would have been allocable to TPG as of January 1, 2023 for pro forma purposes.
6.Represents the reduction of management fee income related to a certain fund where the Company did not acquire 100% of the on-going management fee interests. This arrangement results in a reduction of management fees of $3.5 million for the year ended December 31, 2023.
7.The TPG Operating Group has been and is expected to continue to be treated as partnerships for U.S. federal and state income tax purposes. Following the Acquisition, the income from the Acquired Interests allocable to TPG Inc. from its partnership interest in the TPG Operating Group, will be subject to U.S. federal income taxes in addition to state and local income taxes.
As a result, the pro forma non-GAAP financial measure incorporates the income tax effect in connection with the additional allocable income from the Acquired Interests and the transaction accounting adjustments attributable to TPG Inc. at a blended statutory income tax rate of 23.0%. The blended statutory income tax rate was calculated on a
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pro forma basis, assuming the U.S. federal rate currently in effect of 21% and the statutory income tax rates applicable to each state and local jurisdiction where we estimate our income will be taxable.
Transaction Accounting Adjustments - Compensation Related
As described in the summary of the Acquisition above, TPG issued unvested Common Units and RSUs to Angelo Gordon partners that are considered compensatory and not included in the Purchase Price. Such offering of equity instruments was considered a separate transaction entered into by TPG and Angelo Gordon and is therefore presented separately from the Acquisition
8.Following the consummation of the Acquisition, TPG Operating Group received 20% of the performance allocations associated with the general partner entities of Angelo Gordon that TPG Operating Group retained an economic interest in. TPG increased the share of performance allocations of certain partners and professionals from 45%-60% to approximately 80%. The impact of this is a decrease in realized performance fees, net of $39.7 million for the year ended December 31, 2023 Within this amount, approximately $4.9 million represents cash amounts paid to certain legacy interest holders of Angelo Gordon, which were included within operating expenses, net during the year ended December 31, 2023.
9.This adjustment reflects the reduction of cash-based bonuses that were historically paid to Angelo Gordon partners within compensation and benefits, net, resulting in a decrease of $92.7 million for the year ended December 31, 2023. After the Acquisition, the share of performance allocations for certain Angelo Gordon partners were increased to approximately 80%.
| ($ in thousands) | Year Ended December 31, 2023 | |
|---|---|---|
| Total Pro Forma GAAP Net Loss | $ | (305,139) |
| Net income attributable to redeemable equity in Public SPACs | (12,044) | |
| Net income attributable to other non-controlling interests | (8,630) | |
| Amortization expense | 97,268 | |
| Equity-based compensation expense | 933,420 | |
| Unrealized performance allocations, net | (114,014) | |
| Unrealized investment income | (7,676) | |
| Unrealized gains on derivatives | (59) | |
| Income-tax expense | (3,669) | |
| Acquisition success fees | 63,824 | |
| Non-recurring and other | 7,428 | |
| Pro Forma After-tax Distributable Earnings | $ | 650,709 |
| Income tax expense | 50,626 | |
| Pro Forma Distributable Earnings | $ | 701,335 |
| Realized performance fees, net | (119,352) | |
| Realized investment income and other, net | 95,278 | |
| Depreciation expense | 15,471 | |
| Interest expense, net | 11,294 | |
| Total Pro Forma Fee-Related Earnings | $ | 704,026 |
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Operating Metrics
We monitor certain operating metrics that are common to the alternative asset management industry and that we believe provide important data regarding our business. The following operating metrics do not include other investments that are not included in the TPG Operating Group.
Assets Under Management
Assets Under Management (“AUM”) represents the sum of:
i.fair value of the investments and financial instruments held by our private equity, credit and real estate funds (including fund-level asset-related leverage), other than as described below, as well as related co-investment vehicles managed or advised by us, plus the capital that we are entitled to call from investors in those funds and vehicles, pursuant to the terms of their respective capital commitments, net of outstanding leverage associated with subscription-related credit facilities, and including capital commitments to funds that have yet to commence their investment periods;
ii.the gross amount of assets (including leverage where applicable) for our real estate investment trusts and BDCs;
iii.the net asset value of certain of our hedge funds;
iv.the aggregate par amount of collateral assets, including principal cash, for our collateralized loan obligation vehicles; and
v.IPO proceeds held in trust, excluding interest, as well as forward purchase agreements and proceeds associated with the private investment in public equity related to our Public SPACs upon the consummation of a business combination.
Our definition of AUM is not based on any definition of AUM that may be set forth in the agreements governing the investment funds that we manage, or calculated pursuant to any regulatory definitions.
The tables below present rollforwards of our total AUM for the years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 135,034 | $ | 113,618 | $ | 89,526 | ||||
| Acquisition(1) | 75,305 | — | — | |||||||
| Capital Raised | 15,743 | 30,024 | 20,456 | |||||||
| Realizations | (10,234) | (14,017) | (24,103) | |||||||
| Outflows(2) | (1,135) | (1,156) | (872) | |||||||
| Changes in Investment Value and Other(3) | 6,910 | 6,565 | 28,611 | |||||||
| AUM as of end of period | $ | 221,623 | $ | 135,034 | $ | 113,618 |
___________
(1)Represents AUM of TPG Angelo Gordon as of November 1, 2023.
(2)Outflows represent redemptions and withdrawals.
(3)Changes in Investment Value and Other consists of changes in fair value, capital invested, available capital, and net fund-level asset related leverage activity plus other investment activities, including MITT’s acquisition of the assets of Western Asset Mortgage Capital Corporation during December 2023.
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The following table summarizes our AUM by platform as of December 31, 2023, 2022 and 2021:
| December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 71,310 | $ | 66,392 | $ | 55,337 | ||||
| Growth | 26,516 | 23,138 | 21,960 | |||||||
| Impact | 19,079 | 16,429 | 13,549 | |||||||
| TPG Angelo Gordon | ||||||||||
| TPG AG Credit | 59,631 | — | — | |||||||
| TPG AG Real Estate | 18,268 | — | — | |||||||
| Real Estate | 17,940 | 19,503 | 12,678 | |||||||
| Market Solutions | 8,879 | 9,572 | 10,094 | |||||||
| AUM as of end of period | $ | 221,623 | $ | 135,034 | $ | 113,618 |
AUM increased from approximately $135.0 billion as of December 31, 2022 to approximately $221.6 billion as of December 31, 2023. This increase was primarily attributable to the $75.3 billion of assets managed by TPG Angelo Gordon, which we acquired in November 2023. During the year ended December 31, 2023, new capital of $15.7 billion was raised primarily attributable to TPG IX and THP II within the Capital platform, Growth VI within the Growth platform, Rise III within the Impact platform and TRECO within the Real Estate platform. Realizations totaled $10.2 billion and were primarily attributable to TPG VI, TPG VIII, Asia VI and TPG AAF within the Capital platform and TREP III within the Real Estate platform.
AUM increased from approximately $113.6 billion as of December 31, 2021 to approximately $135.0 billion as of December 31, 2022. During the year ended December 31, 2022, new capital of $30.0 billion was raised primarily attributable to TPG IX, Asia VIII and THP II within the Capital platform, TREP IV within the Real Estate platform and Rise III within the Impact platform. Realizations totaled $14.0 billion and were primarily attributable to TPG VII, TPG VIII and Asia VII within the Capital platform, Growth IV within the Growth platform, TRTX and TREP III within the Real Estate platform and Rise I within the Impact platform. AUM also increased due to portfolio appreciation of 8% recognized during the year ended December 31, 2022.
Fee Earning Assets Under Management
Fee earning AUM, or FAUM, represents only the AUM from which we are entitled to receive management fees. FAUM is the sum of all the individual fee bases that are used to calculate our management fees and differs from AUM in the following respects: (i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which the firm is entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our credit and real estate funds, have different methodologies for calculating management fees that are not based on the fair value of the respective funds’ underlying investments. We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees. Our definition of FAUM is not based on any definition of AUM or FAUM that is set forth in the agreements governing the investment funds and products that we manage.
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The table below present rollforwards of our FAUM for the years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 77,945 | $ | 60,094 | $ | 50,655 | ||||
| Acquisition(1) | 51,624 | — | — | |||||||
| Fee Earning Capital Raised(2) | 9,005 | 23,769 | 10,443 | |||||||
| Net Change in Investment Activity(3) | 1,719 | (215) | (137) | |||||||
| Outflows(4) | (1,109) | (1,150) | (866) | |||||||
| Reduction in Fee Base of Certain Funds(5) | (2,389) | (4,553) | (1) | |||||||
| FAUM as of end of period | $ | 136,794 | $ | 77,945 | $ | 60,094 |
___________
(1)Represents FAUM of TPG Angelo Gordon as of November 1, 2023.
(2)Fee Earning Capital Raised represents capital raised by our funds for which management fees calculated based on commitments were activated during the period.
(3)Net Change in Investment Activity includes capital called or invested during the period, net of return of capital distributions and changes in net asset value of hedge funds. It also includes adjustments related to funds with a fee structure based on the lower of cost or fair value.
(4)Outflows represent redemptions and withdrawals.
(5)Reduction in Fee Base represents decreases in the fee basis for funds where the investment or commitment fee period has expired, and the fee base has reduced from commitment base to actively invested capital. It also includes reductions for funds that are no longer fee paying.
The following table summarizes our FAUM by platform as of December 31, 2023, 2022 and 2021:
| December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 38,972 | $ | 35,371 | $ | 26,208 | ||||
| Growth | 12,339 | 10,830 | 10,514 | |||||||
| Impact | 13,727 | 12,739 | 10,801 | |||||||
| TPG Angelo Gordon | ||||||||||
| TPG AG Credit | 40,005 | — | — | |||||||
| TPG AG Real Estate | 14,035 | — | — | |||||||
| Real Estate | 11,298 | 13,324 | 6,235 | |||||||
| Market Solutions | 6,418 | 5,681 | 6,336 | |||||||
| FAUM as of end of period | $ | 136,794 | $ | 77,945 | $ | 60,094 |
FAUM increased from $77.9 billion as of December 31, 2022 to $136.8 billion as of December 31, 2023. The increase was primarily attributable to $51.6 billion of assets managed by TPG Angelo Gordon, which we acquired in November 2023. This increase was also related to fee earning capital raised activity totaling $9.0 billion primarily attributable to the subsequent closings of TPG IX, Asia VIII and THP II within the Capital platform, which were activated during the third quarter of 2022, LSI and Growth VI within Growth platform, which were activated during the first and fourth quarters of 2023, respectively, and Rise III and TPG Next in the Impact platform, which were activated during the second quarter of 2022 and the fourth quarter of 2023, respectively. These increases were partially offset by a $1.2 million decrease in actively invested capital related to TPG AAF. For the year ended December 31, 2023, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.10%.
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FAUM increased from $60.1 billion as of December 31, 2021 to $77.9 billion as of December 31, 2022. The increase was related to fee earning capital raised activity totaling $23.8 billion primarily attributable to the activation of TPG IX, Asia VIII and THP II within the Capital platform, which were activated during the third quarter of 2022. The increase was also attributable to the activation of TREP IV in the Real Estate platform, which was activated during the first quarter of 2022 and the activation of Rise III in the Impact platform, which was activated during the second quarter of 2022. These increases were partially offset by a decrease in actively invested capital of TPG VII within the Capital platform and reduction in fee base of TPG VIII and Asia VII within the Capital platform. For the year ended December 31, 2022, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.35%.
Net Accrued Performance
Net accrued performance represents both unrealized and undistributed performance allocations and fee-related performance revenues resulting from our general partner interests in investment funds that we manage. We believe this measure is useful to investors as it provides additional insight into the accrued performance to which the TPG Operating Group Common Unit holders are expected to receive.
The table below summarizes our net accrued performance by fund vintage year and platform as of December 31, 2023 and 2022:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in millions) | ||||||
| Fund Vintage | ||||||
| 2017 & Prior | $ | 363 | $ | 298 | ||
| 2018 | 77 | 54 | ||||
| 2019 | 269 | 193 | ||||
| 2020 | 104 | 62 | ||||
| 2021 | 56 | 35 | ||||
| 2022 | 22 | 1 | ||||
| Net Accrued Performance | $ | 891 | $ | 643 |
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ($ in millions) | ||||||
| Platform | ||||||
| Capital | $ | 404 | $ | 362 | ||
| Growth | 185 | 162 | ||||
| Impact | 107 | 62 | ||||
| TPG Angelo Gordon | ||||||
| TPG AG Credit | 59 | — | ||||
| TPG AG Real Estate | 97 | — | ||||
| Real Estate | 12 | 30 | ||||
| Market Solutions | 27 | 27 | ||||
| Net Accrued Performance | $ | 891 | $ | 643 |
Net accrued performance were primarily comprised of TPG VII, TPG VIII, THP I, Asia VII, Growth IV, Growth V, Rise I, Rise II and Rise Climate as of December 31, 2023 and TPG VII, TPG VIII, Asia VII and Growth IV as of December 31, 2022.
We also utilize Performance Generating AUM and Performance Eligible AUM as key metrics to understand AUM that could produce performance allocations or fee related performance revenues. Performance Generating AUM refers to
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the AUM of funds we manage that are currently above their respective hurdle rate or preferred return, and profit of such funds are being allocated to, or earned by, us in accordance with the applicable limited partnership agreements or other governing agreements. Performance Eligible AUM refers to the AUM that is currently, or may eventually, produce performance allocations or fee-related performance revenues. All funds for which we are entitled to receive a performance allocation incentive fee or fee-related performance revenue are included in Performance Eligible AUM.
Performance Generating AUM totaled $150.8 billion and $85.3 billion as of December 31, 2023 and December 31, 2022, respectively. Across the investment funds that we manage, Performance Eligible AUM totaled $191.8 billion and $121.0 billion as of December 31, 2023 and December 31, 2022, respectively.
AUM Subject to Fee Earning Growth
AUM Subject to Fee Earning Growth represents capital commitments that when deployed have the ability to grow our fees through earning new management fees (AUM Not Yet Earning Fees) or when management fees can be charged at a higher rate as capital is invested or for certain funds as management fee rates increase during the life of a fund (FAUM Subject to Step-Up).
AUM Not Yet Earning Fees represents the amount of capital commitments to TPG’s funds and co-investment vehicles that has not yet been invested or considered active, and as this capital is invested or activated, the fee-paying portion will be included in FAUM. FAUM Subject to Step-Up represents capital raised within certain funds where the management fee rate increases once capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases. FAUM Subject to Step-Up is included within FAUM.
The table below reflects AUM Subject to Fee Earning Growth by platform as of December 31, 2023, 2022 and 2021:
| December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in millions) | ||||||||||
| AUM Not Yet Earning Fees: | ||||||||||
| Capital | $ | 2,444 | $ | 3,551 | $ | 1,054 | ||||
| Growth | 2,979 | 2,863 | 3,279 | |||||||
| Impact | 173 | 939 | 258 | |||||||
| TPG Angelo Gordon | ||||||||||
| TPG AG Credit | 3,721 | — | — | |||||||
| TPG AG Real Estate | 1,206 | — | — | |||||||
| Real Estate | 2,720 | 1,172 | 1,201 | |||||||
| Market Solutions | 809 | 1,573 | 1,056 | |||||||
| Total AUM Not Yet Earning Fees | $ | 14,052 | $ | 10,098 | $ | 6,848 | ||||
| FAUM Subject to Step-Up: | ||||||||||
| Capital | $ | 1,565 | $ | 2,129 | $ | 1,865 | ||||
| TPG Angelo Gordon | ||||||||||
| TPG AG Credit | 6,389 | — | — | |||||||
| TPG AG Real Estate | 2,389 | — | — | |||||||
| Real Estate | — | 777 | 678 | |||||||
| Total FAUM Subject to Step-Up: | 10,343 | 2,906 | 2,543 | |||||||
| Total AUM Subject to Fee Earning Growth | $ | 24,395 | $ | 13,004 | $ | 9,391 |
As of December 31, 2023, AUM Not Yet Earning Fees was $14.1 billion, which primarily consisted of TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, TREP III and TAC+ within the Real Estate platform, MMDL V and Credit Solutions II within TPG AG Credit and Asia Realty IV and Japan Value within TPG AG Real Estate.
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As of December 31, 2022, AUM Not Yet Earning Fees was $10.1 billion, which primarily consisted of TPG VII, TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, TAC+ within the Real Estate platform and TSCF within the Market Solutions platform.
Associated with FAUM Subject to Step-Up, management fee rates on undrawn commitments for these respective underlying funds range between 0.05% and 1.70% and step-up to rates in the range of 0.25% and 1.75% after capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases. FAUM Subject to Step-Up as of December 31, 2023 relates primarily to TPG IX within the Capital platform, MMDL IV, MMDL V and Credit Solutions II within TPG AG Credit and Realty Value XI and Asia Realty V within TPG AG Real Estate.
Capital Raised
Capital raised is the aggregate amount of subscriptions and capital raised by our investment funds and co-investment vehicles during a given period, as well as the senior and subordinated notes issued through the firm’s CLOs and equity raised through our perpetual vehicles. We believe this measure is useful to investors as it measures access to capital across TPG and our ability to grow our management fee base. The table below presents capital raised by platform for the years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 9,047 | $ | 15,319 | $ | 4,174 | ||||
| Growth | 2,673 | 2,207 | 4,893 | |||||||
| Impact | 1,047 | 3,616 | 7,172 | |||||||
| TPG Angelo Gordon | ||||||||||
| TPG AG Credit | 694 | — | — | |||||||
| TPG AG Real Estate | 370 | — | — | |||||||
| Real Estate | 994 | 7,295 | 1,970 | |||||||
| Market Solutions | 918 | 1,587 | 2,247 | |||||||
| Total Capital Raised | $ | 15,743 | (1) | $ | 30,024 | $ | 20,456 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Capital raised totaled approximately $15.7 billion for the year ended December 31, 2023. This was primarily attributable to the fundraising activities of TPG IX and THP II within the Capital platform, Growth VI within the Growth platform, Rise III within the Impact platform and TRECO within the Real Estate platform during the year ended December 31, 2023.
Capital raised totaled approximately $30.0 billion for the year ended December 31, 2022. This was primarily attributable to the fundraising activities of TPG IX, Asia VIII and THP II within the Capital platform, Rise III within the Impact platform, TREP IV within the Real Estate platform and TDM within the Growth platform during the year ended December 31, 2022.
Available Capital
Available capital is the aggregate amount of unfunded capital commitments and recallable distributions that partners have committed to our funds and co-investment vehicles to fund future investments, as well as IPO and forward purchase agreement proceeds associated with our Public SPACs, and private investment in public equity commitments by investors upon the consummation of a business combination associated with our Public SPACs. Available capital is reduced for investments completed using fund-level subscription-related credit facilities; however, it is not reduced for investments that we have committed to make yet remain unfunded at the reporting date. We believe this measure is useful to investors as it provides additional insight into the amount of capital that is available to our investment funds and co-investment vehicles to make future investments. The table below presents available capital by platform as of December 31, 2023, 2022 and 2021:
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| December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 17,056 | $ | 19,759 | $ | 10,696 | ||||
| Growth | 5,021 | 4,211 | 4,943 | |||||||
| Impact | 4,761 | 7,697 | 7,951 | |||||||
| TPG Angelo Gordon | ||||||||||
| TPG AG Credit | 7,087 | — | — | |||||||
| TPG AG Real Estate | 7,344 | — | — | |||||||
| Real Estate | 8,370 | 8,193 | 2,278 | |||||||
| Market Solutions | 1,683 | 3,098 | 2,552 | |||||||
| Available Capital | $ | 51,322 | $ | 42,958 | $ | 28,420 |
Available capital increased from approximately $43.0 billion as of December 31, 2022 to approximately $51.3 billion as of December 31, 2023. The change was attributable to the $14.4 billion of available capital for TPG Angelo Gordon, which we acquired in November 2023. Available capital for TPG AG Credit related to MMDL V and Essential Housing II within TPG AG Credit and Realty Value XI, Europe Realty IV and Asia Realty V within TPG AG Real Estate. Available capital also increased due to fundraising activities of THP II within the Capital platform, Growth VI within the Growth platform and TRECO within the Real Estate platform during the year ended December 31, 2023. These increases were partially offset by capital invested in TPG IX and Asia VIII within the Capital platform, Growth V within the Growth platform, Rise Climate within the Impact platform and TREP IV within the Real Estate platform.during the year ended December 31, 2023.
Available capital increased from approximately $28.4 billion as of December 31, 2021 to approximately $43.0 billion as of December 31, 2022. The increase was attributable to capital raised in TPG IX, Asia VIII and THP II within the Capital platform, TREP IV within the Real Estate platform, and Rise III within the Impact platform, partially offset by capital invested in TPG VIII within the Capital platform and Rise Climate within the Impact platform.
Capital Invested
Capital invested is the aggregate amount of capital invested during a given period by our investment funds, co-investment vehicles, CLOs, as well as SPACs in conjunction with the completion of a business combination and increases in gross assets of certain perpetual funds. It excludes certain hedge fund activity, but includes investments made using investment financing arrangements like credit facilities, as applicable. We believe this measure is useful to investors as it measures capital deployment across the firm. The table below presents capital invested by platform for the years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 9,988 | $ | 6,250 | $ | 10,624 | ||||
| Growth | 2,198 | 3,123 | 3,333 | |||||||
| Impact | 3,909 | 3,667 | 1,711 | |||||||
| TPG Angelo Gordon | ||||||||||
| TPG AG Credit | 3,081 | — | — | |||||||
| TPG AG Real Estate | 322 | — | — | |||||||
| Real Estate | 1,840 | 2,954 | 4,537 | |||||||
| Market Solutions | 879 | 559 | 1,434 | |||||||
| Capital Invested | $ | 22,217 | (1) | $ | 16,553 | $ | 21,639 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
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Capital invested was $22.2 billion for the year ended December 31, 2023, which was primarily attributable to TPG IX, Asia VIII and THP II within the Capital platform, Growth V within the Growth platform, Rise Climate within the Impact platform, TREP IV within the Real Estate platform and MITT within TPG AG Credit.
Capital invested was $16.6 billion for the year ended December 31, 2022 which was primarily attributable to TPG VIII within the Capital platform, Rise Climate within the Impact platform, TTAD II within the Growth platform and TRTX within the Real Estate platform.
Realizations
Realizations represent distributions sourced from proceeds from the disposition of investments and current income, in addition to investment proceeds from Public SPACs in conjunction with the completion of a business combination. The table below presents realizations by platform for the years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 6,271 | $ | 9,782 | $ | 15,773 | ||||
| Growth | 750 | 2,223 | 4,423 | |||||||
| Impact | 301 | 548 | 1,131 | |||||||
| TPG Angelo Gordon | ||||||||||
| TPG AG Credit | 641 | — | — | |||||||
| TPG AG Real Estate | 293 | — | — | |||||||
| Real Estate | 1,703 | 1,060 | 1,736 | |||||||
| Market Solutions | 275 | 404 | 1,040 | |||||||
| Total Realizations | $ | 10,234 | (1) | $ | 14,017 | $ | 24,103 |
___________
(1)Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.
Realizations were $10.2 billion for the year ended December 31, 2023 compared to $14.0 billion for the year ended December 31, 2022. This was primarily attributable to a lower pace of realization activities in TPG VII within the Capital platform and Growth IV within the Growth platform, partially offset by higher realizations in TPG AAF and TPG VI within the Capital platform during the year ended December 31, 2023.
Realizations were $14.0 billion for the year ended December 31, 2022 compared to $24.1 billion for the year ended December 31, 2021. This was primarily attributable to lower realization activities during the year ended December 31, 2022 in TPG VII, TPG VIII, Asia VII and THP I within the Capital platform, Growth IV and TTAD I within the Growth platform and TRTX and TREP III within the Real Estate platform.
Fund Performance Metrics
Fund performance information for our investment funds as of December 31, 2023 is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. These fund performance metrics do not include co-investment vehicles, SMAs or certain other legacy or discontinued funds. Additionally, these fund performance metrics exclude the firm’s CLOs and real estate investment trusts. The fund return information for individual funds reflected in this discussion and analysis is not necessarily indicative of our firmwide performance and is also not necessarily indicative of the future performance of any particular fund. An investment in us is not an investment in any of our funds. This track record presentation is unaudited and does not purport to represent the respective fund’s financial results in accordance with U.S. GAAP. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A.Risk Factors—Risks Related to Our Business—Our funds’ historical returns should not be considered as indicative of our or our funds’ future results or of any returns expected on an investment in our Class A common stock.”
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The following tables reflect the performance of our selected funds as of December 31, 2023 ($ in millions):
| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Platform: Capital | |||||||||||||||||||||||||||||||
| Capital Funds | |||||||||||||||||||||||||||||||
| Air Partners | 1993 | $ | 64 | $ | 64 | $ | 697 | $ | — | $ | 697 | 81 | % | 10.9x | 73 | % | 8.9x | ||||||||||||||
| TPG I | 1994 | 721 | 696 | 3,095 | — | 3,095 | 47 | % | 4.4x | 36 | % | 3.5x | |||||||||||||||||||
| TPG II | 1997 | 2,500 | 2,554 | 5,010 | — | 5,010 | 13 | % | 2.0x | 10 | % | 1.7x | |||||||||||||||||||
| TPG III | 1999 | 4,497 | 3,718 | 12,360 | — | 12,360 | 34 | % | 3.3x | 26 | % | 2.6x | |||||||||||||||||||
| TPG IV | 2003 | 5,800 | 6,157 | 13,733 | — | 13,733 | 20 | % | 2.2x | 15 | % | 1.9x | |||||||||||||||||||
| TPG V | 2006 | 15,372 | 15,564 | 22,071 | 1 | 22,072 | 6 | % | 1.4x | 5 | % | 1.4x | |||||||||||||||||||
| TPG VI | 2008 | 18,873 | 19,220 | 33,344 | 196 | 33,540 | 14 | % | 1.7x | 10 | % | 1.5x | |||||||||||||||||||
| TPG VII | 2015 | 10,495 | 10,205 | 19,422 | 4,506 | 23,928 | 26 | % | 2.3x | 20 | % | 1.9x | |||||||||||||||||||
| TPG VIII | 2019 | 11,505 | 10,737 | 3,264 | 15,438 | 18,702 | 37 | % | 1.7x | 25 | % | 1.5x | |||||||||||||||||||
| TPG IX | 2022 | 12,014 | 4,662 | — | 5,225 | 5,225 | 225 | % | 1.2x | 39 | % | 1.0x | |||||||||||||||||||
| Capital Funds | 81,841 | 73,577 | 112,996 | 25,366 | 138,362 | 23 | % | 1.9x | 15 | % | 1.6x | ||||||||||||||||||||
| Asia Funds | |||||||||||||||||||||||||||||||
| Asia I | 1994 | 96 | 78 | 71 | — | 71 | (3 | %) | 0.9x | (10 | %) | 0.7x | |||||||||||||||||||
| Asia II | 1998 | 392 | 764 | 1,669 | — | 1,669 | 17 | % | 2.2x | 14 | % | 1.9x | |||||||||||||||||||
| Asia III | 2000 | 724 | 623 | 3,316 | — | 3,316 | 46 | % | 5.3x | 31 | % | 3.8x | |||||||||||||||||||
| Asia IV | 2005 | 1,561 | 1,603 | 4,089 | — | 4,089 | 23 | % | 2.6x | 17 | % | 2.1x | |||||||||||||||||||
| Asia V | 2007 | 3,841 | 3,257 | 5,405 | 166 | 5,571 | 10 | % | 1.7x | 6 | % | 1.4x | |||||||||||||||||||
| Asia VI | 2012 | 3,270 | 3,285 | 3,380 | 3,505 | 6,885 | 15 | % | 2.1x | 11 | % | 1.7x | |||||||||||||||||||
| Asia VII | 2017 | 4,630 | 4,522 | 2,341 | 5,652 | 7,993 | 21 | % | 1.7x | 14 | % | 1.4x | |||||||||||||||||||
| Asia VIII | 2022 | 4,319 | 2,022 | — | 2,375 | 2,375 | 686 | % | 1.2x | 129 | % | 1.1x | |||||||||||||||||||
| Asia Funds | 18,833 | 16,154 | 20,271 | 11,698 | 31,969 | 20 | % | 2.0x | 14 | % | 1.7x | ||||||||||||||||||||
| Healthcare Funds | |||||||||||||||||||||||||||||||
| THP I | 2019 | 2,704 | 2,405 | 840 | 2,978 | 3,818 | 33 | % | 1.6x | 19 | % | 1.3x | |||||||||||||||||||
| THP II | 2022 | 3,576 | 1,093 | — | 1,294 | 1,294 | 339 | % | 1.3x | 85 | % | 1.1x | |||||||||||||||||||
| Healthcare Funds | 6,280 | 3,498 | 840 | 4,272 | 5,112 | 35 | % | 1.5x | 20 | % | 1.3x | ||||||||||||||||||||
| Continuation Vehicles | |||||||||||||||||||||||||||||||
| TPG AAF | 2021 | 1,317 | 1,314 | 2,720 | — | 2,720 | 43 | % | 2.1x | 37 | % | 1.9x | |||||||||||||||||||
| TPG AION | 2021 | 207 | 207 | — | 182 | 182 | (5 | %) | 0.9x | (6 | %) | 0.9x | |||||||||||||||||||
| Continuation Vehicles | 1,524 | 1,521 | 2,720 | 182 | 2,902 | 37 | % | 1.9x | 31 | % | 1.7x | ||||||||||||||||||||
| Platform: Growth | |||||||||||||||||||||||||||||||
| Growth Funds | |||||||||||||||||||||||||||||||
| STAR | 2007 | 1,264 | 1,259 | 1,865 | 42 | 1,907 | 13 | % | 1.5x | 6 | % | 1.3x | |||||||||||||||||||
| Growth II | 2011 | 2,041 | 2,185 | 4,734 | 598 | 5,332 | 22 | % | 2.5x | 16 | % | 2.0x | |||||||||||||||||||
| Growth III | 2015 | 3,128 | 3,370 | 4,675 | 2,306 | 6,981 | 26 | % | 2.0x | 18 | % | 1.7x | |||||||||||||||||||
| Growth IV | 2017 | 3,739 | 3,612 | 1,946 | 4,890 | 6,836 | 22 | % | 1.8x | 15 | % | 1.5x | |||||||||||||||||||
| Gator | 2019 | 726 | 686 | 661 | 608 | 1,269 | 31 | % | 1.8x | 25 | % | 1.6x | |||||||||||||||||||
| Growth V | 2020 | 3,558 | 3,225 | 403 | 4,375 | 4,778 | 29 | % | 1.5x | 18 | % | 1.3x | |||||||||||||||||||
| Growth VI | 2023 | 1,112 | 144 | — | 144 | 144 | NM | NM | NM | NM | |||||||||||||||||||||
| Growth Funds | 15,568 | 14,481 | 14,284 | 12,963 | 27,247 | 20 | % | 1.9x | 14 | % | 1.6x | ||||||||||||||||||||
| Tech Adjacencies Funds | |||||||||||||||||||||||||||||||
| TTAD I | 2018 | 1,574 | 1,497 | 941 | 1,709 | 2,650 | 25 | % | 1.7x | 20 | % | 1.5x | |||||||||||||||||||
| TTAD II | 2021 | 3,198 | 1,763 | 63 | 1,896 | 1,959 | 9 | % | 1.1x | 4 | % | 1.0x | |||||||||||||||||||
| Tech Adjacencies Funds | 4,772 | 3,260 | 1,004 | 3,605 | 4,609 | 22 | % | 1.4x | 16 | % | 1.3x | ||||||||||||||||||||
| TDM | 2017 | 1,326 | 571 | — | 1,142 | 1,142 | 20 | % | 2.0x | 16 | % | 1.7x | |||||||||||||||||||
| LSI | 2023 | 367 | 84 | — | 84 | 84 | NM | NM | NM | NM |
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| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Platform: Impact | |||||||||||||||||||||||||||||||
| The Rise Funds | |||||||||||||||||||||||||||||||
| Rise I | 2017 | $ | 2,106 | $ | 1,996 | $ | 1,318 | $ | 2,511 | $ | 3,829 | 21 | % | 1.9x | 13 | % | 1.5x | ||||||||||||||
| Rise II | 2020 | 2,176 | 1,973 | 128 | 2,817 | 2,945 | 25 | % | 1.5x | 16 | % | 1.3x | |||||||||||||||||||
| Rise III | 2022 | 2,700 | 1,103 | 5 | 1,261 | 1,266 | 98 | % | 1.2x | (2 | %) | 1.0x | |||||||||||||||||||
| The Rise Funds | 6,982 | 5,072 | 1,451 | 6,589 | 8,040 | 22 | % | 1.6x | 14 | % | 1.3x | ||||||||||||||||||||
| TSI | 2018 | 333 | 133 | 368 | — | 368 | 35 | % | 2.8x | 25 | % | 2.1x | |||||||||||||||||||
| Evercare | 2019 | 621 | 432 | 29 | 326 | 355 | (5 | %) | 0.8x | (10 | %) | 0.7x | |||||||||||||||||||
| Rise Climate | 2021 | 7,268 | 4,579 | 208 | 5,839 | 6,047 | 54 | % | 1.4x | 27 | % | 1.2x | |||||||||||||||||||
| TPG NEXT | 2023 | 510 | 3 | — | 3 | 3 | NM | NM | NM | NM | |||||||||||||||||||||
| Platform: Real Estate | |||||||||||||||||||||||||||||||
| TPG Real Estate Partners | |||||||||||||||||||||||||||||||
| DASA RE | 2012 | 1,078 | 576 | 1,069 | — | 1,069 | 21 | % | 1.9x | 15 | % | 1.6x | |||||||||||||||||||
| TREP II | 2014 | 2,065 | 2,213 | 3,520 | 60 | 3,580 | 28 | % | 1.7x | 18 | % | 1.5x | |||||||||||||||||||
| TREP III | 2018 | 3,722 | 4,151 | 2,630 | 2,606 | 5,236 | 14 | % | 1.3x | 9 | % | 1.2x | |||||||||||||||||||
| TREP IV | 2022 | 6,820 | 1,708 | 208 | 1,481 | 1,689 | (14 | %) | 0.9x | (63 | %) | 0.5x | |||||||||||||||||||
| TPG Real Estate Partners | 13,685 | 8,648 | 7,427 | 4,147 | 11,574 | 21 | % | 1.5x | 13 | % | 1.3x | ||||||||||||||||||||
| TAC+ | 2021 | 1,797 | 916 | 98 | 815 | 913 | (1 | %) | 1.0x | (4 | %) | 0.9x | |||||||||||||||||||
| TRECO | 378 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||||||||
| Platform: Market Solutions | |||||||||||||||||||||||||||||||
| NewQuest Funds | |||||||||||||||||||||||||||||||
| NewQuest I(11) | 2011 | 390 | 291 | 767 | — | 767 | 48 | % | 3.2x | 37 | % | 2.3x | |||||||||||||||||||
| NewQuest II(11) | 2013 | 310 | 342 | 646 | 115 | 761 | 25 | % | 2.3x | 19 | % | 1.8x | |||||||||||||||||||
| NewQuest III(11) | 2016 | 541 | 543 | 412 | 450 | 862 | 13 | % | 1.6x | 8 | % | 1.3x | |||||||||||||||||||
| NewQuest IV(11) | 2020 | 1,000 | 879 | 132 | 1,108 | 1,240 | 23 | % | 1.4x | 13 | % | 1.2x | |||||||||||||||||||
| NewQuest V(11) | 2022 | 502 | 272 | 7 | 344 | 351 | NM | NM | NM | NM | |||||||||||||||||||||
| NewQuest Funds | 2,743 | 2,327 | 1,964 | 2,017 | 3,981 | 35 | % | 1.8x | 23 | % | 1.5x | ||||||||||||||||||||
| TGS(11) | 2022 | 749 | 272 | — | 295 | 295 | NM | NM | NM | NM | |||||||||||||||||||||
| Platform: TPG Angelo Gordon | |||||||||||||||||||||||||||||||
| Credit Solutions | |||||||||||||||||||||||||||||||
| Credit Solutions | |||||||||||||||||||||||||||||||
| Credit Solutions I | 2019 | 1,805 | 1,801 | 1,475 | 1,156 | 2,631 | 17 | % | 1.5x | 13 | % | 1.4x | |||||||||||||||||||
| Credit Solutions I Dislocation A | 2020 | 909 | 602 | 795 | — | 795 | 34 | % | 1.3x | 27 | % | 1.3x | |||||||||||||||||||
| Credit Solutions I Dislocation B | 2020 | 308 | 176 | 211 | — | 211 | 28 | % | 1.2x | 21 | % | 1.2x | |||||||||||||||||||
| Credit Solutions II | 2021 | 3,134 | 2,559 | 245 | 2,655 | 2,900 | 16 | % | 1.1x | 11 | % | 1.1x | |||||||||||||||||||
| Credit Solutions II Dislocation A | 2022 | 1,310 | 868 | 5 | 1,001 | 1,006 | 34 | % | 1.2x | 25 | % | 1.1x | |||||||||||||||||||
| Credit Solutions | 7,466 | 6,006 | 2,731 | 4,812 | 7,543 | 19 | % | 1.3x | 14 | % | 1.2x | ||||||||||||||||||||
| Essential Housing | |||||||||||||||||||||||||||||||
| Essential Housing I | 2020 | 642 | 456 | 470 | 102 | 572 | 15 | % | 1.3x | 12 | % | 1.2x | |||||||||||||||||||
| Essential Housing II | 2021 | 2,534 | 1,071 | 59 | 1,112 | 1,171 | 14 | % | 1.1x | 10 | % | 1.1x | |||||||||||||||||||
| Essential Housing | 3,176 | 1,527 | 529 | 1,214 | 1,743 | 14 | % | 1.2x | 11 | % | 1.1x | ||||||||||||||||||||
| Structured Credit & Specialty Finance | |||||||||||||||||||||||||||||||
| ABC Fund | 2021 | 1,005 | 653 | 29 | 709 | 738 | 17 | % | 1.1x | 13 | % | 1.1x | |||||||||||||||||||
| Structured Credit & Specialty Finance | 1,005 | 653 | 29 | 709 | 738 | 17 | % | 1.1x | 13 | % | 1.1x |
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| Fund | Vintage Year(1) | Capital Committed(2) | Capital Invested(3) | Realized Value(4) | Unrealized Value(5) | Total Value(6) | Gross IRR(7) | Gross MoM(7) | Net IRR(8) | Net MoM(9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Middle Market Direct Lending(12) | |||||||||||||||||||||||||||||||
| MMDL I | 2015 | $ | 594 | $ | 572 | $ | 846 | $ | — | $ | 846 | 14 | % | 1.6x | 10 | % | 1.4x | ||||||||||||||
| MMDL II | 2016 | 1,580 | 1,563 | 1,684 | 608 | 2,292 | 14 | % | 1.6x | 11 | % | 1.5x | |||||||||||||||||||
| MMDL III | 2018 | 2,751 | 2,548 | 1,929 | 1,648 | 3,577 | 14 | % | 1.5x | 10 | % | 1.4x | |||||||||||||||||||
| MMDL IV | 2020 | 2,671 | 2,522 | 457 | 2,713 | 3,170 | 16 | % | 1.3x | 12 | % | 1.3x | |||||||||||||||||||
| MMDL IV Annex | 2021 | 797 | 672 | 69 | 700 | 769 | 15 | % | 1.2x | 11 | % | 1.2x | |||||||||||||||||||
| MMDL V | 2022 | 1,972 | 603 | 6 | 668 | 674 | 18 | % | 1.2x | 14 | % | 1.2x | |||||||||||||||||||
| Middle Market Direct Lending | 10,365 | 8,480 | 4,991 | 6,337 | 11,328 | 15 | % | 1.5x | 11 | % | 1.4x | ||||||||||||||||||||
| U.S. Real Estate | |||||||||||||||||||||||||||||||
| Realty | |||||||||||||||||||||||||||||||
| Realty I | 1994 | 30 | 30 | 65 | — | 65 | 27 | % | 2.2x | 20 | % | 1.9x | |||||||||||||||||||
| Realty II | 1995 | 33 | 33 | 81 | — | 81 | 31 | % | 2.4x | 22 | % | 2.2x | |||||||||||||||||||
| Realty III | 1997 | 61 | 94 | 120 | — | 120 | 5 | % | 1.3x | 3 | % | 1.3x | |||||||||||||||||||
| Realty IV | 1999 | 255 | 332 | 492 | — | 492 | 11 | % | 1.5x | 8 | % | 1.5x | |||||||||||||||||||
| Realty V | 2001 | 333 | 344 | 582 | — | 582 | 32 | % | 1.7x | 26 | % | 1.6x | |||||||||||||||||||
| Realty VI | 2005 | 514 | 558 | 657 | — | 657 | 5 | % | 1.2x | 3 | % | 1.1x | |||||||||||||||||||
| Realty VII | 2007 | 1,257 | 1,675 | 2,543 | 1 | 2,544 | 17 | % | 1.7x | 12 | % | 1.5x | |||||||||||||||||||
| Realty VIII | 2011 | 1,265 | 2,129 | 2,758 | 213 | 2,971 | 16 | % | 1.7x | 11 | % | 1.5x | |||||||||||||||||||
| Realty IX | 2015 | 1,329 | 1,972 | 2,171 | 314 | 2,485 | 9 | % | 1.4x | 5 | % | 1.3x | |||||||||||||||||||
| Realty Value X | 2018 | 2,775 | 4,312 | 3,492 | 2,101 | 5,593 | 20 | % | 1.4x | 13 | % | 1.3x | |||||||||||||||||||
| Realty Value XI | 2022 | 2,558 | 1,284 | 389 | 998 | 1,387 | 20 | % | 1.1x | (3 | %) | 1.0x | |||||||||||||||||||
| Realty | 10,410 | 12,763 | 13,350 | 3,627 | 16,977 | 15 | % | 1.5x | 10 | % | 1.3x | ||||||||||||||||||||
| Core Plus Realty | |||||||||||||||||||||||||||||||
| Core Plus Realty I | 2003 | 534 | 532 | 876 | — | 876 | 20 | % | 1.6x | 18 | % | 1.5x | |||||||||||||||||||
| Core Plus Realty II | 2006 | 794 | 1,112 | 1,456 | — | 1,456 | 11 | % | 1.4x | 8 | % | 1.3x | |||||||||||||||||||
| Core Plus Realty III | 2011 | 1,014 | 1,420 | 2,231 | — | 2,231 | 23 | % | 1.8x | 19 | % | 1.6x | |||||||||||||||||||
| Core Plus Realty IV | 2015 | 1,308 | 1,994 | 1,988 | 359 | 2,347 | 6 | % | 1.3x | 3 | % | 1.2x | |||||||||||||||||||
| Core Plus Realty | 3,650 | 5,058 | 6,551 | 359 | 6,910 | 15 | % | 1.5x | 11 | % | 1.4x | ||||||||||||||||||||
| Asia Real Estate | |||||||||||||||||||||||||||||||
| Asia Realty | |||||||||||||||||||||||||||||||
| Asia Realty I | 2006 | 526 | 506 | 645 | — | 645 | 6 | % | 1.3x | 3 | % | 1.2x | |||||||||||||||||||
| Asia Realty II | 2010 | 616 | 602 | 1,071 | — | 1,071 | 24 | % | 1.8x | 17 | % | 1.6x | |||||||||||||||||||
| Asia Realty III | 2015 | 847 | 844 | 969 | 244 | 1,213 | 14 | % | 1.5x | 9 | % | 1.3x | |||||||||||||||||||
| Asia Realty IV | 2018 | 1,315 | 1,245 | 747 | 1,117 | 1,864 | 20 | % | 1.5x | 13 | % | 1.4x | |||||||||||||||||||
| Asia Realty V | 2022 | 1,854 | 326 | 17 | 346 | 363 | NM | NM | NM | NM | |||||||||||||||||||||
| Asia Realty | 5,158 | 3,523 | 3,449 | 1,707 | 5,156 | 13 | % | 1.5x | 9 | % | 1.3x | ||||||||||||||||||||
| Japan Value | |||||||||||||||||||||||||||||||
| Japan Value(13) | 2023 | 398 | 15 | — | 17 | 17 | NM | NM | NM | NM | |||||||||||||||||||||
| Japan Value | 398 | 15 | — | 17 | 17 | NM | NM | NM | NM | ||||||||||||||||||||||
| Europe Real Estate | |||||||||||||||||||||||||||||||
| Europe Realty I | 2014 | 570 | 1,184 | 1,709 | 15 | 1,724 | 24 | % | 2.0x | 17 | % | 1.7x | |||||||||||||||||||
| Europe Realty II | 2017 | 843 | 1,657 | 1,489 | 787 | 2,276 | 12 | % | 1.5x | 9 | % | 1.4x | |||||||||||||||||||
| Europe Realty III(14) | 2019 | 1,515 | 1,784 | 582 | 1,236 | 1,818 | 14 | % | 1.3x | 9 | % | 1.2x | |||||||||||||||||||
| Europe Realty IV(14) | 2023 | 1,163 | 36 | — | 36 | 36 | NM | NM | NM | NM | |||||||||||||||||||||
| Europe Realty | 4,091 | 4,661 | 3,780 | 2,074 | 5,854 | 17 | % | 1.6x | 12 | % | 1.4x | ||||||||||||||||||||
| Net Lease | |||||||||||||||||||||||||||||||
| Net Lease Realty I | 2006 | 159 | 209 | 457 | — | 457 | 18 | % | 2.4x | 14 | % | 2.2x | |||||||||||||||||||
| Net Lease Realty II | 2010 | 559 | 1,060 | 1,854 | — | 1,854 | 16 | % | 2.4x | 11 | % | 2.0x | |||||||||||||||||||
| Net Lease Realty III | 2013 | 1,026 | 2,352 | 2,202 | 1,002 | 3,204 | 12 | % | 1.8x | 8 | % | 1.5x | |||||||||||||||||||
| Net Lease Realty IV | 2019 | 997 | 1,736 | 1,132 | 795 | 1,927 | 10 | % | 1.2x | 6 | % | 1.1x | |||||||||||||||||||
| Net Lease Realty V | 99 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||||||||
| Net Lease | 2,840 | 5,357 | 5,645 | 1,797 | 7,442 | 15 | % | 1.8x | 10 | % | 1.5x |
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The following table reflects the performance of our significant perpetual funds as of December 31, 2023 ($ in millions):
| Fund | Vintage Year(1) | AUM | Total Return(10) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Platform: Market Solutions | |||||||||
| TPEP Long/Short(15) | 2013 | $ | 2,099 | 126 | % | ||||
| TPEP Long Only(15) | 2013 | 1,915 | 39 | % | |||||
| Platform: TPG Angelo Gordon | |||||||||
| Credit Solutions | |||||||||
| Corporate Credit Opportunities(16) | 1988 | 333 | 10 | % | |||||
| Structured Credit & Specialty Finance | |||||||||
| MVP Fund(17) | 2009 | 5,883 | 12 | % | |||||
| Middle Market Direct Lending | |||||||||
| TCAP(18) | 2022 | 1,478 | 9 | % | |||||
| MMDL Evergreen | 2022 | 698 | NM | ||||||
| Multi-Strategy | |||||||||
| Super Fund(17) | 1993 | 902 | 9 | % |
__________
Note:
Past performance is not indicative of future results.
“NM” signifies that the relevant data would not be meaningful. Performance metrics are generally deemed “NM” when, among other reasons, there has been limited time since initial investment.
Performance metrics generally exclude amounts attributable to the fund’s general partner, its affiliated entities and “friends-of-the-firm” entities that generally pay no or reduced management fees and performance allocations. These metrics also represent an average of returns for all included investors and do not necessarily reflect the actual return of any particular investor.
Amounts shown are in U.S. dollars.
Unless otherwise noted, when an investment is made in another currency, (i) Capital Invested is calculated using the exchange rate at the time of the investment, (ii) Unrealized Value is calculated using the exchange rate at the period end and (iii) Realized Value reflects actual U.S. dollar proceeds to the fund.
(1)Vintage Year represents the year in which the fund consummated its first investment (or, if earlier, received its first capital contributions from investors). For platforms other than TPG Angelo Gordon, for consistency with prior reporting, however, the Vintage Year classification of any fund that held its initial closing before 2018 represents the year of such fund’s initial closing.
(2)Capital Committed represents the amount of inception to date commitments a particular fund has received. Certain of our newer vintage funds are actively fundraising and capital committed is subject to change.
(3)Capital Invested represents cash outlays by the fund for its investments, whether funded through investor capital contributions or borrowing under the fund’s credit facility. For TPG AG Credit funds, Capital Invested represents inception-to-date investor contributed capital net of returned contributions, excluding borrowings under the fund’s credit facility.
(4)Realized Value represents total cash received or earned by the fund in respect of such investment or investments through the period end, including all interest, dividends and other proceeds. For TPG AG Credit funds, Realized Value represents inception-to-date capital distributed by the fund, including any performance distributions net of recalled distributions, if any.
(5)Unrealized Value, with respect to an investment in a publicly traded security, is based on the closing market price of the security as of the period end on the principal exchange on which the security trades, as adjusted by the general partner for any restrictions on disposition. Unrealized Value, with respect to an investment that is not a publicly traded security, represents the general partner’s estimate of the unrealized fair value of the fund’s investment. Unrealized Value, with respect to TPG AG Credit funds, represents the ending NAV for such fund, which is the period end ending capital balances of the investors and general partner. Valuations entail a degree of subjectivity, and therefore actual value may differ from such estimated value and these differences may be material and adverse. Except as otherwise noted, valuations are as of the period end.
(6)Total Value is the sum of Realized Value and Unrealized Value of investments.
(7)Gross IRR and Gross MoM represent investment level performance by the fund and incorporates the impact of fund level credit facilities, to the extent utilized by the fund. Gross IRR and Gross MoM are calculated by adjusting Net IRR and Net MoM to generally approximate investor performance metrics excluding management fees, fund expenses (other than interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments) and performance allocations. Gross IRR is the discount rate at which (i) the present value of all Capital Invested in an investment or investments is equal to (ii) the present value of all realized and unrealized returns from such investment or investments. Gross IRR and Gross MoM for TPG AG Credit funds are calculated at the fund level and do not consider the impact of credit facilities and exclude fund expenses.
(8)Net IRR represents the compound annualized return rate (i.e., the implied discount rate) of a fund, which is calculated using investor cash flows in the fund, including cash received from capital called from investors, cash distributed to investors and the investors’ ending capital balances as of the period end. Net IRR is the discount rate at which (i) the present value of all capital contributed by investors to the fund (which excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital) is equal to (ii) the present value of all cash distributed to investors and the investors’ ending capital balances.
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(9)Net MoM represents the multiple-of-money on contributions to the fund by investors. Net MoM is calculated as the sum of cash distributed to investors and the investors’ ending capital balances as of the period end, divided by the amount of capital contributed to the fund by investors (which amount excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital).
(10)Total Return represents net performance data for investors (excluding certain classes/series with special fee arrangements), net of all expenses including actual quarterly management fees payable by the fund and the accrual of carried interest to the general partner.
(11)Unless otherwise specified, the fund performance information presented above for certain funds is, due to the nature of their strategy, as of September 30, 2023.
(12)Each Middle Market Direct Lending fund is comprised of four vehicles: onshore levered, onshore unlevered, offshore levered and offshore unlevered. Capital Committed, Capital Invested, Realized Value, Unrealized Value and Total Value for each fund are presented on a consolidated basis across the four vehicles. Performance metrics are presented only for the onshore levered vehicle of each fund. The Net IRRs and Net MoMs for TPG AG Middle Market Direct Lending funds on a consolidated basis were: (i) for the onshore unlevered vehicles, 7% and 1.3x, (ii) for the offshore levered vehicles, 10% and 1.3x and (iii) for the offshore unlevered vehicles, 7% and 1.1x.
(13)Japanese-Yen denominated fund. Commitments, Capital Invested and Realized Value are calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable.
(14)Includes Euro denominated fund entity with Commitments, Capital Invested and Realized Value calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable. Performance metrics only reflects capital committed in U.S. dollars, which represents the majority of capital committed to each fund. Net IRR and Net MoM were: (i) for the euro-denominated vehicle of Europe Realty III, 7% and 1.2x and (ii) for the euro-denominated vehicle of Europe Realty IV, NM and NM.
(15)These performance estimates represent the composite performance of TPG Public Equity Partners, LP and TPG Public Equity Partners Master Fund, L.P., adjusted as described below. The performance estimates are based on an investment in TPG Public Equity Partners, LP made on September 1, 2013, the date of TPEP’s inception, with the performance estimates for the period from January 1, 2016 to present being based on an investment in TPG Public Equity Partners Master Fund, L.P. made through TPG Public Equity Partners-A, L.P., the “onshore feeder.” As of December 31, 2023, TPEP Long/Short had estimated inception-to-date gross returns of 172% and net returns of 126%. Gross performance figures (i) are presented after any investment-related expenses, net interest, other expenses and the reinvestment of dividends; (ii) include any gains or losses from “new issue” securities; and (iii) are adjusted for illustration purposes to reflect the reduction of a hypothetical 1.5% annual management fee.
These performance estimates represent performance for TPEP Long Only and are based on an investment in TPEP Long Only made on May 1, 2019, the date of TPEP Long Only’s inception, through TPG Public Equity Partners Long Opportunities-A, L.P., the “onshore feeder.” As of December 31, 2023, TPEP Long Only had estimated inception-to-date gross returns of 39% and net returns of 39%. Gross performance figures are presented after any investment-related expenses, a 1% annual management fee, net interest, other expenses and the reinvestment of dividends, and include any gains or losses from “new issue” securities.
(16)Total Return includes onshore investors participating directly through the master fund and investors through the offshore vehicle. Total Return for the offshore vehicle was 4%.
(17)Total Returns for onshore funds only. Total Returns for the offshore vehicles were: (i) for the MVP Fund, 11% and (ii) for the Super Fund, 8%.
(18)TCAP launched on January 1, 2023. Total Return includes AGTB Private BDC, which commenced operations on May 10, 2022 and merged with TCAP on January 1, 2023. Total Return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested) divided by the beginning NAV per share. Inception-to-date figures for Class I, Class D, and Class S shares use the initial offering price per share as the beginning NAV. Total Return presented is for Class I and is prior to the impact of any potential upfront placement fees. An investment in TCAP is subject to a maximum upfront placement fee of 1.5% for Class D and 3.5% for Class S, which would reduce the amount of capital available for investment, if applicable. There are no upfront placement fees for Class I shares. Total Return has been annualized for periods less than or greater than one year. On July 28, 2023, TCAP completed its merger with AGTB where TCAP paid cash consideration for each share of common stock of AGTB. TCAP will continue as the surviving company. At the completion of the merger, AGTB’s final Net IRR was 6.1%.
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Liquidity and Capital Resources
We have historically primarily derived revenues from third party assets under management and have required limited capital resources to support the working capital or operating needs of our business. We believe that our current sources of liquidity described below are sufficient to meet our projected capital needs and other obligations as they arise for at least the next 12 months. To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of our existing investors will be diluted. The incurrence of additional debt financing would result in incremental debt service obligations, and any future instruments governing such debt could include operating and financial covenants that could restrict our operations.
As of December 31, 2023, our total liquidity was $1,544.2 million, comprised of $665.2 million of cash and cash equivalents, excluding $13.2 million of restricted cash, as well as $699.0 million and $30.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility and the Subordinated Credit Facility (each as defined herein), respectively and $150.0 million of the 364-day revolving credit facility. Total cash of $678.4 million as of December 31, 2023 includes $105.5 million of cash that is attributable to the TPG Operating Group and on balance sheet securitization vehicles.
Sources of Liquidity
We have multiple sources of liquidity to meet our capital needs, including:
•cash generated by our operating activities, such as management fees, monitoring, transaction and other fees, realized capital allocation-based income and investment sales from our consolidated funds,
•cash received from investing activities, including amounts received from notes receivable from affiliates, and
•cash received from our financing activities, including cash and funds available under our credit facilities.
Cash and Cash Equivalents
Our consolidated cash and cash equivalents totaled approximately $678.4 million at December 31, 2023.
Credit Facilities
Senior Unsecured Revolving Credit Facility
In March 2011, TPG Holdings, L.P. entered into a $400.0 million credit facility (the “Senior Unsecured Revolving Credit Facility”). The Senior Unsecured Revolving Credit Facility, as amended May 2018, November 2020, November 2021, July 2022, August 2022 and September 2023, has aggregate revolving commitments of $1.2 billion and is scheduled to mature on September 26, 2028.
Dollar-denominated principal amounts outstanding under the Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25% per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin not to exceed 1.25%. We are also required to pay a quarterly commitment fee on the unused commitments under the Amended Senior Unsecured Revolving Credit Facility not to exceed 0.15% per annum, as well as certain customary fees for any issued letters of credit.
During the year ended December 31, 2023, we borrowed $470.0 million from the Senior Unsecured Revolving Credit Facility to partially fund the cash consideration of the Acquisition, and borrowed an additional $31.0 million for working capital purposes, resulting in a balance of $501.0 million outstanding at December 31, 2023. As of December 31, 2023, $699.0 million was available to be borrowed under the terms of the Senior Unsecured Revolving Credit Facility.
During January 2024, we drew $58.5 million under our Senior Unsecured Revolving Credit Facility.
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Senior Unsecured Term Loan
In December 2021, we entered into a credit agreement (the “Senior Unsecured Term Loan Agreement”) pursuant to which the lenders thereunder agreed to make term loans in a principal amount of up to $300.0 million during the period commencing on December 2, 2021 and ending on the date that is 30 days thereafter. Unused commitments were terminated at the end of such period. The proceeds from the term loan were used to make a ratable distribution to each of our investors and are not available for our operations. The Senior Unsecured Term Loan Agreement, as amended in July 2022 and September 2023, is scheduled to mature on March 31, 2026.
Principal amounts outstanding under the amended Senior Unsecured Term Loan Agreement accrue interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00% or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin of 1.00%.
As of December 31, 2023, $200.0 million was outstanding under the Senior Unsecured Term Loan Agreement.
Secured Borrowings
Our secured borrowings are issued using on-balance sheet securitization vehicles. The secured borrowings are required to be repaid only from collections on the underlying securitized equity method investments and restricted cash of the securitization vehicles. The secured borrowings are separated into two tranches. Tranche A secured borrowings (the “Series A Securitization Notes”) were issued in May 2018 at a fixed rate of 5.33% with an aggregate principal balance of $200.0 million due June 20, 2038, with interest payable semiannually. Tranche B secured borrowings (the “Series B Securitization Notes” or, collectively with the Series A Securitization Notes, the “Securitization Notes”) were issued in October 2019 at a fixed rate of 4.75% with an aggregate principal balance of $50.0 million due June 20, 2038, with interest payable semiannually. The secured borrowings contain an optional redemption feature giving us the right to call the notes in full or in part, subject to a prepayment penalty if called before May 2023. If the secured borrowings are not redeemed on or prior to June 20, 2028, we will pay additional interest equal to 4.00% per annum.
The secured borrowings contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and financial covenants and limitations on certain consolidations, mergers and sales of assets. As of December 31, 2023, we were in compliance with these covenants and conditions.
Subordinated Credit Facility
In August 2014, one of our consolidated subsidiaries entered into two $15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of TPG Operating Group. In August 2023, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2024 to August 2025. The interest rate for borrowings under the Subordinated Credit Facility is calculated at a term Secured Overnight Financing Rate (“SOFR”) rate plus a 0.10% per annum adjustment and 2.25%.
During the year ended December 31, 2023, the subsidiary did not borrow or make repayments on the Subordinated Credit Facility, resulting in a zero balance outstanding at December 31, 2023.
364-Day Credit Facility
On April 14, 2023, a consolidated subsidiary of the Company entered into a 364-day revolving credit facility (the “364-Day Credit Facility”) with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $150.0 million. Borrowings under the 364-Day Credit Facility are subject to one of three interest rates depending on the type of drawdown requested. Alternate Base Rate (“ABR”) loans are denominated in U.S. Dollars and subject to a variable interest rate computed daily as the higher of the Federal Funds Rate plus 0.50% or the one-month Term SOFR plus 1.00%, plus an applicable margin of between 1.00% and 2.00%, depending on the term of the loan. Term Benchmark Loans may be denominated in U.S. Dollars or Euros, and are subject to a fixed interest rate computed as the SOFR rate for a period comparable to the term of the loan in effect two business days prior to the date of borrowing, plus an applicable margin of between 2.00% and 3.00%, depending on the term of the loan. Risk-Free Rate (“RFR”) loans are denominated in Sterling and subject to a fixed interest rate computed daily as the Sterling Overnight Index Average (“SONIA”) in effect five business days prior to the date of borrowing, plus an applicable margin of between
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2.00% and 3.00%, depending on the term of the loan. The subsidiary is also required to a pay a quarterly facility fee equal to 0.30% per annum of the total facility capacity of $150.0 million, as well as certain customary fees for any issued loans.
The Company entered into an equity commitment letter in connection with the 364-Day Credit Facility, committing to provide capital contributions, if and when required, to the consolidated subsidiary throughout the life of the facility.
During the year ended December 31, 2023, the subsidiary borrowed and made repayments of $150.0 million on the 364-Day Credit Facility, resulting in a zero balance outstanding at December 31, 2023.
Our Liquidity Needs
We expect that our primary liquidity needs include cash required to:
•support our working capital needs;
•fund cash operating expenses, including compensation and contingencies, including for clawback obligations or litigation matters;
•service debt obligations, including the payment of obligations at maturity, on interest payment dates or upon redemption, as well as any contingent liabilities that may give rise to future cash payments;
•continue growing our businesses, including seeding new strategies, pursuing strategic investments or acquisitions, funding our capital commitments made to existing and future funds and co-investments, funding any net capital requirements of our broker-dealer and otherwise supporting investment vehicles that we sponsor;
•pay amounts that may become due under the Tax Receivable Agreement;
•pay earnouts and contingent cash consideration associated with our Acquisition;
•pay cash dividends in accordance with our dividend policy for our Class A common stock;
•warehouse investments in portfolio companies or other investments for the benefit of one or more of our funds or other investment pending contribution of committed capital by the investors in such vehicles and advance capital to them for other operational needs;
•risk retention for CLOs
•address capital needs of regulated and other subsidiaries, including our broker-dealer; and
•exchange Common Units pursuant to the Exchange Agreement or repurchase or redeem other securities issued by us.
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Contractual Obligations
In the ordinary course of business, we enter into contractual arrangements that require future cash payments. The following table sets forth information regarding our anticipated future cash payments under our contractual obligations as of December 31, 2023 (in thousands):
| Payments Due by Period | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 and Thereafter | ||||||||||||||||||||
| Debt obligations(1) | $ | 951,000 | $ | — | $ | — | $ | 200,000 | $ | — | $ | 501,000 | $ | 250,000 | ||||||||||||
| Interest on debt obligations(2) | 473,877 | 59,008 | 58,883 | 49,043 | 45,822 | 42,289 | 218,832 | |||||||||||||||||||
| Capital commitments(3) | 521,295 | 521,295 | — | — | — | — | — | |||||||||||||||||||
| Operating lease obligations | 282,302 | 43,553 | 39,221 | 37,353 | 37,581 | 36,321 | 88,273 | |||||||||||||||||||
| Repurchase agreements(4) | 83,336 | 1,928 | 5,862 | 27,660 | 23,191 | 24,695 | — | |||||||||||||||||||
| Total contractual obligations | $ | 2,311,810 | $ | 625,784 | $ | 103,966 | $ | 314,056 | $ | 106,594 | $ | 604,305 | $ | 557,105 |
__________
(1)Debt obligations presented in the table reflect scheduled principal payments related to the Securitization Notes, our senior unsecured term loan and our senior unsecured revolving credit facility.
(2)Estimated interest payments on our debt obligations include estimated future interest payments based on the terms of the debt agreements. See Note 12 to the Consolidated Financial Statements for further discussion of these debt obligations.
(3)Capital commitments represent our obligations to provide general partner capital funding to the TPG funds. These amounts are generally due on demand, and accordingly, have been presented as obligations payable in the “2024” column. We generally utilize proceeds from return of capital distributions and proceeds from secured borrowings to help fund these commitments.
(4)See Note 9 to the Consolidated Financial Statements for further discussion of the repurchase agreements.
Additional Contingent Obligations
As of December 31, 2023 and December 31, 2022, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $58.3 million related to STAR, net of tax, for which a performance allocation reserve was recorded within other liabilities in the Consolidated Statements of Financial Condition. The potential liquidation of STAR could require clawback payments. Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to projected clawback as of December 31, 2023 and December 31, 2022 would be $1,910.2 million and $1,869.4 million, respectively.
As of December 31, 2023 and December 31, 2022, we had guarantees outstanding totaling $73.6 million and $100.8 million, respectively, related to employee guarantees primarily related to a third-party lending program which enables certain of our eligible employees to obtain financing for co-invest capital commitment obligations with a maximum potential exposure of $176.3 million and $163.7 million, respectively.
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Dividends
The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of our Executive Committee and Board of Directors.
| Date Declared | Record Date | Payment Date | Dividend per Class A Common Share | ||||
|---|---|---|---|---|---|---|---|
| May 10, 2022 | May 20, 2022 | June 3, 2022 | $ | 0.44 | |||
| August 9, 2022 | August 19, 2022 | September 2, 2022 | 0.39 | ||||
| November 9, 2022 | November 21, 2022 | December 2, 2022 | 0.26 | ||||
| February 15, 2023 | February 27, 2023 | March 10, 2023 | 0.50 | ||||
| Total 2022 Dividend Year | $ | 1.59 | |||||
| May 15, 2023 | May 25, 2023 | June 5, 2023 | $ | 0.20 | |||
| August 8, 2023 | August 18, 2023 | September 1, 2023 | 0.22 | ||||
| November 7, 2023 | November 17, 2023 | December 1, 2023 | 0.48 | ||||
| February 13, 2024 | February 23, 2024 | March 8, 2024 | 0.44 | ||||
| Total 2023 Dividend Year (through Q4 2023) | $ | 1.34 |
Tax Receivable Agreement
The future exchanges by owners of Common Units for cash from a substantially concurrent public offering, reorganization or private sale (based on the price per share of the Class A common stock on the day before the pricing of such public offering or private sale) or, at our election, for shares of our Class A common stock on a one-for-one basis (or, in certain cases, for shares of nonvoting Class A common stock) are expected to produce or otherwise deliver to us favorable tax attributes that can reduce our taxable income. We (and our wholly-owned subsidiaries) are a party to a tax receivable agreement, under which generally we (or our wholly-owned subsidiaries) are required to pay the beneficiaries of the Tax Receivable Agreement 85% of the applicable cash savings, if any, in U.S. federal, state and local income tax that we actually realize or, in certain circumstances, are deemed to realize as a result of the Covered Tax Items. We generally retain the benefit of the remaining 15% of the applicable tax savings. The payment obligations under the Tax Receivable Agreement are obligations of TPG Inc. (or our wholly-owned subsidiaries), and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial.
On March 31, 2023, a pre-IPO Investor exchanged 1,000,000 Common Units of each TPG Operating Group partnership for 1,000,000 shares of Class A common stock. This exchange resulted in an increase in the Company’s tax basis of its investment in the TPG Operating Group partnerships and is subject to the Tax Receivable Agreement. The Company recognized an additional liability associated with the Tax Receivable Agreement in the amount of $6.3 million in connection with the exchange.
Net Cash Flows
The following table presents a summary of our cash flows for the periods presented:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||||
| ($ in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 720,518 | $ | 1,375,878 | $ | 1,474,820 | |||||
| Net cash used in investing activities | (373,563) | (3,012) | (37,745) | ||||||||
| Net cash used in financing activities | (789,234) | (1,238,080) | (1,322,566) | ||||||||
| Net (decrease) increase in cash and cash equivalents | (442,279) | 134,786 | 114,509 | ||||||||
| Cash and cash equivalents, beginning of period | 1,120,650 | 985,864 | 871,355 | ||||||||
| Cash and cash equivalents, end of period | $ | 678,371 | $ | 1,120,650 | $ | 985,864 |
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Operating Activities
Operating activities provided $720.5 million and $1,375.9 million of cash for the year ended December 31, 2023 and 2022, respectively. Key drivers consisted of performance allocation and co-investment proceeds totaling $798.5 million and $1,567.7 million for the year ended December 31, 2023 and 2022, respectively. This was partially offset by changes in operating assets and liabilities for the year ended December 31, 2023 and 2022, respectively.
Investing Activities
Investing activities used $373.6 million and $3.0 million of cash during the year ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, cash used by investing activities is primarily related to our acquisition of Angelo Gordon. During the year ended December 31, 2022, cash used by investing activities is primarily related to repayments and advances on notes receivable from affiliates.
Financing Activities
Financing activities used $789.2 million and $1,238.1 million of cash during the year ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, cash used in financing activities primarily reflects the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries and the redemption of the outstanding YTPG and AFTR Class A Ordinary Shares, which were funded by our Assets held in Trust Account. This was partially offset by net proceeds from our credit facilities. Cash used in financing activities during year ended December 31, 2022 primarily reflects the net impact of distributions to partners and non-controlling interests, the repayment of amounts borrowed under the Subordinated Credit Facility, and purchase of partnership interests with IPO proceeds, which is partially offset by the net proceeds from the IPO in January 2022.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements, as defined in Regulation S-K.
Critical Accounting Estimates
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities in our Consolidated Financial Statements. We regularly assess these estimates; however, actual amounts could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.
An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions that are most critical to understanding and evaluating our reported financial results are: revenue recognition and fair value measurements.
Revenues
We recognize revenue in accordance with ASC 606. Revenue is recognized in a manner that depicts the transfer of promised goods or services to customers and for an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We are required to identify our contracts with customers, identify the performance obligations in a contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, variable consideration is included 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. The guidance requires us to assess whether we are the principal versus agent in the arrangement based on the notion of control, which affects recognition of revenue on a gross or net basis. Essentially all of our revenue and operations are directly or indirectly supporting affiliated investment funds and derived from or related to their underlying investments.
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Management fees related to our funds are generally based on a fixed percentage of the committed capital, invested capital, cost of investments or Net Asset Value (“NAV”). The corresponding fee calculations are both objective in nature and therefore do not require the use of significant estimates or assumptions.
Incentive fees within the scope of the revenue guidance are generally calculated as a percentage of the profits earned in respect of certain accounts for which we are the investment adviser, subject to the achievement of minimum return levels or performance benchmarks. Incentive fees are typically subject to reversal until the end of a defined performance period, as these fees are affected by changes in the fair value of the AUM or advisement over such performance period. Moreover, incentive fees that are received prior to the end of the defined performance period are typically subject to clawback, net of tax. We recognize incentive fee revenue only when these amounts are no longer subject to significant reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period.
Incentive fees structured as performance allocations are accounted for under the equity method of accounting.
For open-ended funds, we calculate revenue based on a percentage of annual fund profits, reduced by minimum return hurdles, and subject to prior year loss carry-forwards. Performance allocations for open-end funds are either paid in the first quarter following the performance year or during the calendar year if there are investor redemptions, and are generally not subject to repayment by the Company. Performance allocations attributed to certain non-liquid investments (“side pocket investments”) owned by open-ended funds are paid when the associated side pocket investments are realized.
For closed-ended funds, Capital Allocation-Based Income is a disproportionate allocation (typically 20%) of performance allocations. Certain funds will allocate performance allocations to us, based on cumulative fund performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to limited partner preferred returns or high watermarks, where applicable, in accordance with the terms set forth in each respective fund’s governing documents. We recognize income attributable to performance allocations from a fund based on the amount that would be due to us pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date. Accordingly, the amount recognized as performance allocation income reflects our share of the gains and losses of the associated fund’s underlying investments measured at their then-fair values, relative to the fair values as of the end of the prior period. Performance allocations are generally realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents. For any given period, performance allocations on our consolidated statements of operations may include reversals of previously recognized amounts due to a decrease in the value of a particular fund that results in a decrease of cumulative performance allocations earned to date. Since fund minimum level of returns are cumulative, previously recognized performance allocations also may be reversed in a period of appreciation that is lower than the particular fund’s minimum return levels. Each fund is considered separately in this regard and, for a given fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments, at their then current fair values, previously recognized and distributed performance allocation would be required to be returned, a liability is established for the potential clawback obligation. Our actual obligation, however, would not become payable or realized until the end of a fund’s life.
Fair Value Measurements
GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace—including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of their fair values, as follows:
•Level I—Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.
•Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments generally classified in this category include
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securities with less liquidity traded in active markets, securities traded in other than active markets, corporate bonds and loans, and government and agency securities.
•Level III—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument.
The fair value of the investments held by TPG funds is the primary input to the calculation of certain of our management fees, incentive fees, capital allocation based income, and performance allocation compensation. The TPG funds are accounted for as investment companies in accordance with U.S. GAAP guidance and reflect their investments, including majority-owned and controlled investments, at fair value. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, management’s determination of fair value is based on the best information available in the circumstances, which may incorporate management’s own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.
TPG has also elected the fair value option for certain other proprietary investments. TPG is required to measure certain financial instruments at fair value, including equity securities and derivatives.
Fair Value of Investments or Instruments that are Exchange Traded
Securities that are exchange traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities will include legal restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144. A discount to publicly traded price may be appropriate in those cases; the amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.
Fair Value of Investments or Instruments that are not Exchange Traded
In the absence of observable market prices, we rely on valuation methodologies that primarily employ management’s determination as to fair value based off of available information and management’s own assumptions about the business. These assumptions involve a significant degree of judgement, taking into consideration a combination of internal and external factors.
Equity Investments. We determine the fair value of our equity investments using the market approach, income approach or some combination of both. We primarily use the market approach for determining the fair values of our investments. The market approach relies upon valuations for comparable public companies, transactions or assets, and thus requires that we use our discretion to identify comparable companies, transactions and assets. We may also choose to incorporate a secondary methodology, generally used to corroborate the results of the market approach. This would typically be the income approach, which provides an indication of fair value based on the present value of cash flows that a business, security or property is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method, which includes significant assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate or exit multiple. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including direct capitalization method, option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability weighted methods or recent round of financing.
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Credit Investments. The fair values of credit-oriented investments are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Investments in distressed debt and corporate loans and bonds, we generally determine fair value by comparing against similar investments. We review and analyze the prices obtained from external pricing sources to evaluate their reliability and accuracy, and at times exclude vendor prices and broker quotations that we believe do not reflect fair value. Certain credit financial instruments may not trade or prices are not readily available, or trade infrequently and, when they are traded, the price may be unobservable and, as a result, multiple external pricing sources may not be available. In such instances, we may use an internal pricing model as either a corroborating or sole data point in determining the price. We generally engage specialized third-party valuation service providers to assess and corroborate the valuation of a selection of the investments on a periodic basis.
Management Process on Fair Value
Due to the importance of fair value throughout the Consolidated Financial Statements and the significant judgment required to be applied in arriving at those fair values, we have developed a process around valuation that incorporates several levels of approval and review from both internal and external sources. Investments held by TPG funds and investment vehicles are valued on at least a quarterly basis by our internal valuation or asset management teams, which are independent from our investment teams.
For investments valued utilizing a forward-looking market approach and/or income method, and where TPG has information rights, we generally have a direct line of communication with each of the portfolio company finance teams and collect financial data used to support projections used in the analysis. The respective product’s valuation team or deal team then analyzes the data received and updates the valuation models, reflecting any changes in the underlying forecast, cash flow projections, weighted-average cost of capital, exit multiple and any other valuation input relevant economic conditions.
The results of all valuations of investments held by TPG funds and investment vehicles are initially reviewed and approved by the relevant subcommittee. Each subcommittee is comprised of at least one member who does not participate in the process of making or disposing of investments. The valuations are aggregated and significant matters are presented for final approval by TPG’s Global Valuation Committee, which is comprised of senior employees and includes its Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Operating Officer and Chief Accounting Officer. Approval by any member of the Valuation Committee is related to such member’s role in the Committee, such that control function members’ (i.e., those members who do not participate in the process of making or disposing of investments) approval, for example, represents their confirmation that the process was run appropriately and that the deliberations were on the merits.
Additionally, we will generally engage an independent valuation firm to assist with valuations of certain Level III valuations. The valuation firm will either perform certain procedures in order to assess the reasonableness of our valuation or provide a valuation range from which we will select a point in the range to determine the final valuation.
Business Combinations
We account for business combinations using the acquisition method under ASC Topic 805, Business Combinations (“ASC 805”) under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment. Management uses its best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. Examples of critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates. Our estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying assets acquired. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. For business combinations accounted for under the acquisition
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method, the purchase consideration, including the fair value of certain elements of contingent consideration as of the acquisition date, in excess of the fair value of net assets acquired is recorded as goodwill.
Intangible Assets
Our intangible assets consist of the fair value of our interests in future promote of certain funds and the fair value of acquired investor relationships representing the fair value of management fees earned from existing investors in future funds. Finite-lived intangible assets are amortized over their estimated useful lives, which range from 2 years to 20 years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. Amortization expense is included in depreciation and amortization expense in the Consolidated Financial Statements.
Recent Accounting Developments
Information regarding recent accounting developments and their effects to us can be found in Note 2, “Summary of Significant Accounting Policies,” to our audited Consolidated Financial Statements included elsewhere in this report.
FY 2022 10-K MD&A
SEC filing source: 0001880661-23-000017.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical financial statements and the related notes included elsewhere in this report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and elsewhere in this report, particularly in “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A.—Risk Factors” and “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data.” We assume no obligation to update any of these forward-looking statements.
On January 12, 2022, we completed a corporate reorganization (the “Reorganization”), which included a corporate conversion of TPG Partners, LLC to a Delaware corporation named TPG Inc., in conjunction with an initial public offering (the “IPO”) of our Class A common stock. The IPO closed on January 18, 2022. Unless the context suggests otherwise, references in this report to “TPG”, “the Company”, “we”, “us” and “our” refer (i) prior to the completion of the Reorganization and IPO to TPG Group Holdings SBS, L.P. and its consolidated subsidiaries and (ii) from and after the completion of the Reorganization and IPO to TPG Inc. and its consolidated subsidiaries.
Business Overview
We are a leading global alternative asset manager with approximately $135.0 billion in assets under management (“AUM”) as of December 31, 2022. We primarily invest in complex asset classes such as private equity, real estate and public market strategies. We have built our firm over 30 years of successful innovation and organic growth, and we believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of both the alternative asset management industry and the global economy. We believe that we have a distinctive business approach as compared to other alternative asset managers and a diversified, innovative array of multi-product investment platforms that position us well to continue generating sustainable growth across our business.
Trends Affecting our Business
Our business is affected by a variety of factors, including conditions in the financial markets and economic and political conditions. Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised. However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focus on attractive and resilient sectors of the global economy have historically contributed to the stability of our performance throughout market cycles.
During 2022, global economies experienced persistent, elevated volatility as they contended with rising consumer prices, tightening financial conditions, growth risks and geopolitical tensions. Relative to the first three quarters of the year, the three months ended December 31, 2022, continued to see elevated volatility across asset classes, but benefited from improved sentiment as inflation appeared to peak in many countries, China relaxed COVID restrictions and hopes strengthened that the U.S. Federal Reserve could successfully tighten financial conditions just enough to tame inflation without causing a recession.
Inflation was elevated throughout 2022 and rose persistently for most of the year, with consumer price growth hitting an over 40-year high of 9.1% year-over-year in June. Consumer Price Index (“CPI”) readings in the fourth quarter of 2022 finally started to indicate that price pressures had peaked, with October, November and December data showing increases of 7.7%, 7.1% and 6.5% relative to the prior year. Core Consumer Price Index, which excludes volatile energy and food prices, climbed 5.7% in December 2022 from a year earlier, easing from a 6.0% gain in the month prior and from the year’s high of 6.6% in September.
The Federal Reserve initiated a historic tightening cycle in 2022. The U.S. central bank raised the federal funds rate for seven consecutive meetings in 2022, beginning with a 25 basis point increase in March, ultimately increasing the rate by 400bps over the course of the year. Data showing slowing inflation during the three months ended December 31, 2022, initiated a slowing in the pace of rate hikes, raising hopes for a near-term peak in the tightening cycle and providing support for risk assets in the quarter. In the fourth quarter the Federal Reserve raised rates by 0.75% and 0.50% at its
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November and December meetings, respectively, bringing the target rate up to 4.25% - 4.50%. While December’s 50 basis point increase represented a slowdown from four consecutive 75 basis point hikes, Federal Reserve officials communicated that they expect to raise the rate to between 5.00% and 5.50% in 2023, a higher forecast relative to expectations communicated at the September meeting.
The U.S. Treasury yield curve continued to invert in the fourth quarter of 2022, with yields at the short end of the curve rising while longer-dated yields remained relatively flat from the end of the prior quarter. Across the curve, yields were significantly higher at the end of 2022 relative to at the end of 2021. Benchmark 10-year Treasuries ended the quarter yielding 3.88%, up from 3.80% as of the end of the third quarter of 2022, and up from 1.51% as of the end of 2021. 2-year Treasury yields reached a high of 4.73% in the fourth quarter of 2022 and closed the year at 4.42%, up from 4.20% as of the end of the prior quarter and up from 0.73% as of the end of 2021. Corporate bond prices were similarly weaker in 2022, with indices of Investment Grade and High Yield bonds falling 18.4% and 16.9% respectively for the year, though posted slight gains in the fourth quarter. Spreads tightened modestly over the final three months of the year but widened 40 basis points and 171 basis points, respectively, on the year overall.
U.S. equities struggled throughout 2022 amid the backdrop of inflation, tightening financial conditions, recession fears and geopolitical conflict, with the S&P 500 and Nasdaq Composite recording their worst calendar years since 2008. The majority of losses were concentrated in the first nine months of the year, with performance improving in the three months ended December 31, 2022 as inflation slowed modestly despite underlying economic fundamentals remaining strong, providing hope the Federal Reserve would slow its pace of rate increases. The S&P 500, Dow Jones and Nasdaq Composite were +7.1%, +15.4% and (1.0%) respectively in the fourth quarter, cementing declines of 19.4%, 8.8% and 33.1%, respectively, for 2022. Energy was by far the top performing S&P sector in 2022 and the only sector to gain year-over-year, rising 59.0%, followed by the Utilities and Consumer Staples sectors which posted annual declines of (1.4%) and (3.2%) respectively. Communication Services and Consumer Discretionary were the worst performing sectors amid a general decline in growth stocks, declining (40.4%) and (37.6%) respectively for 2022. Volatility, as measured by the CBOE Volatility Index, finished the year at 21.67, down from 31.62 as of the end of the three months prior but up from 17.22 as of the end of 2021.
The U.S. labor market remained a key factor in the overall domestic economic picture. December’s labor report published by the U.S. Bureau of Labor Statistics indicated unemployment fell to 3.5% during the month, down from 3.7% in November. Job growth slowed but remained relatively robust. Employers added a seasonally adjusted 223,000 jobs in December, fewer than the 263,000 and 261,000 added in November and October, respectively.
Our portfolio appreciated 8% in 2022, compared to declines in public indices during the year, which we believe reflects the strong operating performance and value creation initiatives in our portfolio. Our private portfolio increased in value and we were able to exit certain deals above their December 31, 2021 valuations, while our public portfolio experienced a decline in value.
In addition to these macroeconomic trends and market factors, our future performance is heavily dependent on our ability to attract new capital, generate strong, stable returns, source investments with attractive risk-adjusted returns and provide attractive investment products to a growing investor base. We believe the following factors will influence our future performance:
•The extent to which prospective fund investors favor alternative investments. Our ability to attract new capital is in part dependent on our current and prospective fund investors’ views of alternative investments relative to traditional asset classes. We believe that our fundraising efforts will continue to be subject to certain fundamental asset management trends, including (i) the increasing importance and market share of alternative investment strategies to fund investors of all types as fund investors focus on lower-correlated and absolute levels of return, (ii) the increasing demand for private markets from private wealth fund investors, (iii) shifting asset allocation policies of institutional fund investors in particular favoring private markets and (iv) increasing barriers to entry and growth.
•Our ability to generate strong, stable returns on behalf of our fund investors. Our ability to raise and retain capital is significantly dependent on our track record and the investment returns we are able to generate for our fund investors. The capital we raise drives growth in our AUM, fee earning assets under management, or “FAUM,” management fees and performance fees. Although our AUM, FAUM and fee-related revenues have grown significantly since our inception and in recent years, a significant deterioration in the returns we generate for our fund investors, adverse market conditions or an outflow of capital in the alternative asset
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management industry in general, or in the private equity segments in which we specialize, could negatively affect our future growth rate. In addition, market dislocations, contractions or volatility could adversely affect our returns in the future, which could in turn affect our fundraising abilities in the future, as both existing and prospective fund investors will consider our historical return profile in future asset allocations.
•Our ability to source investments with attractive risk-adjusted returns. Our ability to continue to grow our revenue is dependent on our continued ability to source attractive investments and efficiently deploy the capital that we have raised. Although the capital deployed in any one quarter may vary significantly from period to period due to the availability of attractive opportunities and the long-term nature of our investment strategies, we believe that our ability to efficiently and effectively invest our growing pool of fund capital puts us in a favorable position to maintain our revenue growth over time. Our ability to identify attractive investments and execute on those investments is dependent on a number of factors, including the general macroeconomic environment, market positioning, valuation, transaction size and the expected duration of such investment opportunities. A significant decrease in the quality or quantity of potential opportunities, particularly in our core focus sectors (including technology and healthcare), could adversely affect our ability to source investments with attractive risk-adjusted returns.
•The attractiveness of our product offerings to a broad and evolving investor base. Investors in our industry may have changing investment priorities and preferences over time, including with respect to risk appetite, portfolio allocation, desired returns and other considerations. Fund investors’ increasing desire to work with fewer managers has also resulted in heightened competition. We continue to expand and diversify our product offerings to increase investment options for our fund investors, while balancing this expansion with our goal of continuing to deliver consistent, attractive returns. Our track record of innovation and the organic incubation of new product platforms and strategies is representative of our adaptability and focus on delivering products that are in demand by our clients.
•Our ability to maintain our competitive advantage relative to competitors. Our data, analytical tools, deep industry knowledge, culture and teams allow us to provide our fund investors with attractive returns on their committed capital as well as customized investment solutions, including specialized services and reporting packages as well as experienced and responsive compliance, administration and tax capabilities. Our ability to maintain our advantage is dependent on a number of factors, including our continued access to a broad set of private market information, access to deal flow, retaining and developing our talent and our ability to grow our relationships with sophisticated partners.
Reorganization
On December 31, 2021, we undertook certain transactions as part of the Reorganization, which included transferring to RemainCo certain economic entitlements to performance allocations from certain of the TPG general partner entities as well as cash at the TPG Operating Group that related to those TPG general partner entities’ economic entitlements. We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest. We also transferred the TPG Operating Group’s co-investment interests in certain consolidated TPG Funds (“TPG Funds”) which led to the deconsolidation of those funds as of December 31, 2021. Additionally, we transferred certain other economic entitlements associated with certain other investments, including our investment in certain TPG funds we do not consolidate, our former affiliate and other equity method investments. This did not include certain of our strategic equity method investments, including Harlem Capital partners, VamosVentures and LandSpire Group, as the economics of these investments continue to be part of the TPG Operating Group after the Reorganization.
Subsequent to December 31, 2021 and in connection with our IPO, TPG Partners, LLC converted from a limited liability company to a Delaware corporation and changed its name to TPG Inc. and completed the remainder of the Reorganization on January 12, 2022. Following our incorporation, the Reorganization and the IPO, we are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing 25.6% of the Common Units and 100% of the interests in certain intermediate holding companies as of December 31, 2022. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs.
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Basis of Accounting
TPG Inc. is considered the successor of TPG Group Holdings for accounting purposes, and TPG Group Holdings’ consolidated financial statements are our historical financial statements. Given the ultimate controlling partners of TPG Group Holdings control TPG Inc., who in turn controls the TPG Operating Group, we account for the acquisition of such continuing limited partners’ interests in our business, as part of the Reorganization, as a transfer of interests under common control. Accordingly, we carry forward the existing value of such continuing limited partners’ interest in the assets and liabilities recognized in the TPG Operating Group’s financial statements prior to our IPO into our financial statements following our IPO.
TPG Group Holdings’ historical financial statements include the consolidated accounts of management companies, general partners of pooled investment entities and certain consolidated TPG funds, which are held in TPG Operating Group I, L.P. (formerly known as “TPG Holdings I, L.P.” and referred to as “TPG Operating Group I”), TPG Operating Group II, L.P. (formerly known as “TPG Holdings II, L.P.” and referred to as “TPG Operating Group II”) and TPG Operating Group III, L.P. (formerly known as “TPG Holdings III, L.P.” and referred to as “TPG Operating Group III”). Prior to our IPO, the TPG Operating Group was controlled by TPG Group Holdings and as a result of the Reorganization is controlled by TPG Inc. after our IPO.
When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities, revenues, expenses, investment income, cash flows and other amounts, on a gross basis. While the consolidation of an entity does not impact the amounts of net income attributable to controlling interests, the consolidation does impact the financial statement presentation in accordance with U.S. GAAP. This is a result of the fact that the accounts of the consolidated entities being reflected on a gross basis, with intercompany transactions eliminated, while the allocable share of those amounts that are attributable to third parties are reflected as single line items. The single line items in which the accounts attributable to third parties are recorded are presented as non-controlling interests on the consolidated statements of financial condition and net income (loss) attributable to non-controlling interests on the consolidated statements of operations.
We are not required under U.S. GAAP to consolidate the majority of investment funds we advise in our consolidated financial statements because we do not have a more than insignificant variable interest. Pursuant to U.S. GAAP, we consolidate certain TPG funds and SPACs, which we refer to collectively as the “consolidated TPG Funds and Public SPACs,” in our consolidated financial statements for certain of the periods we present. Management fees and performance allocations from the consolidated TPG Funds and Public SPACs are eliminated in the consolidated financial statements. The assets and liabilities of the consolidated TPG Funds and Public SPACs are generally held within separate legal entities and, as a result, the liabilities of the consolidated TPG Funds and Public SPACs are non-recourse to us. Since we only consolidate a limited portion of our TPG investment funds, the performance of the consolidated TPG Funds and Public SPACs is not necessarily consistent with or representative of the aggregate performance trends of our TPG investment funds.
Impact of COVID-19
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a global pandemic. The COVID-19 pandemic has evolved significantly and has impacted, and may continue to impact in the future, the U.S. and global economy. The emergence of COVID-19 variants has resulted in setbacks to the economic recovery, and subsequent surges could lead to renewed COVID-19 restrictions and could trigger increased restrictions on business operations.
The COVID-19 pandemic has affected, and will continue to affect, our business. We continue to closely monitor developments related to COVID-19 and assess any potential negative impacts to our business. In particular, our future results may be adversely affected by (i) decreases in the value of investments in certain industries that have been materially impacted by the COVID-19 pandemic and related governmental measures, (ii) slowdowns in fundraising activity and (iii) reductions in our capital deployment pace. See “Item 1A.—Risk Factors—Risks Related to Our Business—The COVID-19 pandemic caused severe disruptions in the U.S. and global economies and has impacted, and may continue to negatively impact, our business and our results of operations, financial condition and cash flow.”
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Key Financial Measures
Our key financial and operating measures are discussed below.
Revenues
Fees and Other. Fees and other consists primarily of (i) management and incentive fees for providing investment management services to TPG Funds, limited partners and other vehicles; (ii) monitoring fees for providing services to portfolio companies; (iii) transaction fees for providing advisory services, debt and equity arrangements and underwriting and placement services; and (iv) expense reimbursements from unconsolidated funds, portfolio companies and third parties. These fee arrangements are documented within the contractual terms of the governing agreements and are recognized when earned, which generally coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction. Monitoring fees may provide for a termination payment following an initial public offering or change of control. These termination payments are recognized in the period in which the related transaction closes.
Capital Allocation-Based Income (Loss). Capital allocation-based income (loss) is earned from the TPG funds when we have (i) a general partner’s capital interest and (ii) performance allocations which entitle us to a disproportionate allocation of investment income or loss from investment funds. We are entitled to a performance allocation (typically 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to the achievement of minimum return levels (typically 8%), in accordance with the terms set forth in the respective fund’s governing documents. We account for our investment balances in the TPG Funds, including performance allocations, under the equity method of accounting because we are presumed to have significant influence as the general partner or managing member; however, we do not have control as defined by Accounting Standards Codification (“ASC”) Topic 810, Consolidation. The Company accounts for its general partner interests in capital allocation-based arrangements as financial instruments under ASC Topic 323, Investments – Equity Method and Joint Ventures as the general partner has significant governance rights in the TPG funds in which it invests which demonstrates significant influence. Accordingly, performance allocations are not deemed to be within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Expenses
Compensation and Benefits. Compensation and benefits expense includes (i) cash-based compensation and benefits, (ii) equity based compensation and (iii) performance allocation compensation. Bonuses are accrued over the service period to which they relate. In addition, we have equity-based compensation arrangements that require certain TPG executives and employees to vest ownership of a portion of their equity interests over a service period of generally one to six years, which under U.S. GAAP will result in compensation charges over current and future periods. In connection with our IPO, we granted restricted stock units (“RSUs”) to executives and employees. Distributions of performance allocations in the legal form of equity made directly or indirectly to our partners and professionals are allocated and distributed, when realized, pro rata based on ownership percentages in the underlying investment partnership and are accounted for as distributions on the equity held by such partners rather than as compensation and benefits expense prior to the Reorganization and IPO. Subsequent to the Reorganization and IPO, we account for these distributions as performance allocation compensation.
General, Administrative and Other. General and administrative expenses include costs primarily related to professional services, occupancy, travel, communication and information services and other general operating items.
Depreciation and Amortization. Depreciation and amortization of tenant improvements, furniture and equipment and intangible assets are expensed on a straight-line basis over the useful life of the asset.
Interest Expense. Interest expense includes interest paid and accrued on our outstanding debt and the amortization of deferred financing costs.
Expenses of Consolidated TPG Funds and Public SPACs. Expenses of consolidated TPG Funds and Public SPACs consist of interest expense and other expenses related primarily to professional services fees, research expenses, trustee fees, travel expenses and other costs associated with organizing and offering these entities.
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Investment Income
Net Gains (Losses) from Investment Activities. Realized gains (losses) may be recognized when we redeem all or a portion of an investment interest or when we receive a distribution of capital. Unrealized gains (losses) result from the appreciation (depreciation) in the fair value of our investments. Fluctuations in net gains (losses) from investment activities between reporting periods are primarily driven by changes in the fair value of our investment portfolio and, to a lesser extent, the gains (losses) on investments disposed of during the period. The fair value of, as well as the ability to recognize gains (losses) from, our investments is significantly impacted by the global financial markets. This impact affects the net gains (losses) from investment activities recognized in any given period. Upon the disposition of an investment, previously recognized unrealized gains (losses) are reversed and an offsetting realized gain (loss) is recognized in the period in which the investment is sold. Since our investments are carried at fair value, fluctuations between periods could be significant due to changes to the inputs to our valuation process over time.
Interest, Dividends and Other. Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. Dividends and other investment income are recorded when the right to receive payment is established.
Net Gains (Losses) from Investment Activities of Consolidated TPG Funds and Public SPACs. Net gains (losses) from investment activities includes (i) realized gains (losses) from the sale of equity, securities sold and not yet purchased, debt and derivative instruments and (ii) unrealized gains (losses) from changes in the fair value of such instruments.
Unrealized Gains (Losses) on Derivative Liabilities of Consolidated Public SPACs. Unrealized gains (losses) on derivative liabilities of consolidated Public SPACs are changes in the fair value of derivative contracts entered into by our consolidated Public SPAC entities, which are included in current period earnings.
Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs. Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. Dividends and other investment income are recorded when the right to receive payment is established.
Income Tax Expense
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.
Non-Controlling Interests
For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than TPG. The aggregate of the income or loss and corresponding equity that is not owned by us is included in non-controlling interests in the consolidated financial statements.
Key Components of our Results of Operations
Results of Operations
The following table provides information regarding our consolidated results of operations for the periods presented:
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| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| (dollars in thousands, except share and per share data) | ||||||||||
| Revenues | ||||||||||
| Fees and other | $ | 1,246,635 | $ | 977,904 | $ | 883,366 | ||||
| Capital allocation-based income | 756,252 | 3,998,483 | 1,231,472 | |||||||
| Total revenues | 2,002,887 | 4,976,387 | 2,114,838 | |||||||
| Expenses | ||||||||||
| Compensation and benefits: | ||||||||||
| Cash-based compensation and benefits | 473,696 | 579,698 | 522,715 | |||||||
| Equity-based compensation | 627,714 | — | — | |||||||
| Performance allocation compensation | 416,556 | — | — | |||||||
| Total compensation and benefits | 1,517,966 | 579,698 | 522,715 | |||||||
| General, administrative and other | 368,915 | 278,590 | 260,748 | |||||||
| Depreciation and amortization | 32,990 | 21,223 | 7,137 | |||||||
| Interest expense | 21,612 | 16,291 | 18,993 | |||||||
| Expenses of consolidated TPG Funds and Public SPACs: | ||||||||||
| Interest expense | — | 740 | 722 | |||||||
| Other | 3,316 | 20,024 | 7,241 | |||||||
| Total expenses | 1,944,799 | 916,566 | 817,556 | |||||||
| Investment income (loss) | ||||||||||
| Income (loss) from investments: | ||||||||||
| Net (losses) gains from investment activities | (110,131) | 353,219 | (5,839) | |||||||
| Gain on deconsolidation | — | — | 401,695 | |||||||
| Interest, dividends and other | 9,168 | 6,460 | 8,123 | |||||||
| Investment income of consolidated TPG Funds and Public SPACs: | ||||||||||
| Net gains (losses) from investment activities | — | 23,392 | (18,691) | |||||||
| Unrealized gains (losses) on derivative liabilities of Public SPACs | 12,382 | 211,822 | (239,269) | |||||||
| Interest, dividends and other | 6,741 | 10,321 | 5,410 | |||||||
| Total investment (loss) income | (81,840) | 605,214 | 151,429 | |||||||
| (Loss) income before income taxes | (23,752) | 4,665,035 | 1,448,711 | |||||||
| Income tax expense | 32,483 | 9,038 | 9,779 | |||||||
| Net (loss) income | (56,235) | 4,655,997 | 1,438,932 | |||||||
| Net (loss) income attributable to redeemable equity in Public SPACs prior to Reorganization and IPO | (517) | 155,131 | (195,906) | |||||||
| Net income attributable to non-controlling interests in consolidated TPG Funds prior to Reorganization and IPO | — | 19,287 | (12,380) | |||||||
| Net income attributable to other non-controlling interests prior to Reorganization and IPO | 966 | 2,455,825 | 719,640 | |||||||
| Net income attributable to TPG Group Holdings prior to Reorganization and IPO | 5,256 | 2,025,754 | 927,578 | |||||||
| Net income attributable to redeemable equity in Public SPACs | 15,165 | — | — | |||||||
| Net loss attributable to non-controlling interests in TPG Operating Group | (180,824) | — | — | |||||||
| Net income attributable to other non-controlling interests | 11,293 | — | — | |||||||
| Net income attributable to TPG Inc. subsequent to Reorganization and IPO | $ | 92,426 | $ | — | $ | — |
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| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| (dollars in thousands, except share and per share data) | ||||||||||
| Net income (loss) per share data: | ||||||||||
| Net income (loss) available to Class A common stock per share | ||||||||||
| Basic | $ | 1.10 | $ | — | $ | — | ||||
| Diluted | $ | (0.19) | $ | — | $ | — | ||||
| Weighted-average shares of Class A common stock outstanding | ||||||||||
| Basic | 79,255,411 | — | — | |||||||
| Diluted | 308,908,052 | — | — |
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Revenues
Revenues consisted of the following for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Management fees | $ | 931,291 | $ | 731,974 | $ | 199,317 | 27 | % | ||||||
| Transaction, monitoring and other fees, net | 105,961 | 91,300 | 14,661 | 16 | % | |||||||||
| Expense reimbursements and other | 209,383 | 154,630 | 54,753 | 35 | % | |||||||||
| Total fees and other | 1,246,635 | 977,904 | 268,731 | 27 | % | |||||||||
| Performance allocations | 720,106 | 3,792,861 | (3,072,755) | (81) | % | |||||||||
| Capital interests | 36,146 | 205,622 | (169,476) | (82) | % | |||||||||
| Total capital allocation-based income | 756,252 | 3,998,483 | (3,242,231) | (81) | % | |||||||||
| Total revenues | $ | 2,002,887 | $ | 4,976,387 | $ | (2,973,500) | (60) | % |
Fees and other revenues increased by $268.7 million, or 27%, during the year ended December 31, 2022 compared to the year ended December 31, 2021. This change resulted from a $199.3 million increase in management fees, a $54.8 million increase in expense reimbursements and other and a $14.7 million increase in transaction, monitoring and other fees, net.
Management Fees. Management fees increased by $199.3 million, or 27%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by fee earning capital raised resulting in additional management fees of $40.3 million from TPG IX, $22.0 million from Asia VIII, $19.4 million from Rise III and $10.4 million from TPH II, each of which were activated during the third quarter of 2022; $76.2 million from TREP IV, which was activated during the first quarter of 2022; and $65.4 million from Rise Climate, which was activated during the third quarter of 2021. These increases were partially offset by a decrease in management fees of $29.9 million earned from TPG VII resulting from a decrease in fee earning AUM during the year ended December 31, 2022 compared to the year ended December 31, 2021.
Certain management fees in the year ended December 31, 2022 were considered catch-up fees as a result of additional capital commitments from limited partners to Rise Climate and TTAD II in the amount of $2.8 million.
Transaction, Monitoring and Other Fees, Net. Transaction, monitoring and other fees, net increased by $14.7 million, or 16%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a $9.6 million increase in transaction fees earned from portfolio companies in our Real Estate and Capital platforms and a $5.1 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.
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Expense Reimbursements and Other. Expense reimbursements and other increased by $54.8 million, or 35%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a $18.4 million increase in additional reimbursements from TPG funds due to increased fundraising activities, $19.8 million in administrative service fees from RemainCo earned during the year ended December 31, 2022, and a $14.9 million increase in income from services rendered to TPG funds and Portfolio Companies.
Performance Allocations. Performance allocations decreased by $3,072.8 million to $720.1 million, or 81%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by an 8% appreciation of our realized and unrealized portfolio during the year ended December 31, 2022 compared to a 38% appreciation of our realized and unrealized portfolio during the year ended December 31, 2021. Realized performance allocations for the year ended December 31, 2022 and 2021 totaled $1,409.8 million and $1,956.2 million, respectively. The change in unrealized performance allocations for the year ended December 31, 2022 was a loss of $689.7 million. Unrealized performance allocation gains for the year ended December 31, 2021 totaled $1,836.7 million.
The table below highlights performance allocations for the years ended December 31, 2022 and 2021, and separates the entities listed into two categories to reflect the Reorganization: (i) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (ii) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPG Operating Group Shared: | ||||||||||||||
| TPG VII | $ | 171,926 | $ | 902,941 | $ | (731,015) | (81) | % | ||||||
| TPG VIII | 445,242 | 558,759 | (113,517) | (20) | % | |||||||||
| TPG IX | 1,146 | — | 1,146 | NM | ||||||||||
| Asia VI (1) | (50,005) | 381,295 | (431,300) | (113) | % | |||||||||
| Asia VII | 9,400 | 426,270 | (416,870) | (98) | % | |||||||||
| THP I | 5,381 | 114,805 | (109,424) | (95) | % | |||||||||
| THP II | 2,529 | — | 2,529 | NM | ||||||||||
| TES | 11,618 | 8,232 | 3,386 | 41 | % | |||||||||
| AAF | 135,098 | 32,237 | 102,861 | 319 | % | |||||||||
| Platform: Capital | 732,335 | 2,424,539 | (1,692,204) | (70) | % | |||||||||
| Growth III (1) | (47,831) | 64,111 | (111,942) | (175) | % | |||||||||
| Growth IV | 21,141 | 326,824 | (305,683) | (94) | % | |||||||||
| Growth V | 68,890 | 82,612 | (13,722) | (17) | % | |||||||||
| TTAD I | 455 | 108,458 | (108,003) | (100) | % | |||||||||
| TDM | 33,305 | 54,325 | (21,020) | (39) | % | |||||||||
| Platform: Growth | 75,960 | 636,330 | (560,370) | (88) | % | |||||||||
| Rise I | (16,836) | 142,938 | (159,774) | (112) | % | |||||||||
| Rise II | 19,739 | 69,253 | (49,514) | (71) | % | |||||||||
| Platform: Impact | 2,903 | 212,191 | (209,288) | (99) | % | |||||||||
| TREP III | 12,728 | 152,658 | (139,930) | (92) | % | |||||||||
| Platform: Real Estate | $ | 12,728 | $ | 152,658 | $ | (139,930) | (92) | % |
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| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPEP | 9,107 | 29,804 | (20,697) | (69) | % | |||||||||
| NewQuest | 784 | 16,186 | (15,402) | (95) | % | |||||||||
| Strategic Capital | (2,793) | 2,793 | (5,586) | (200) | % | |||||||||
| Platform: Market Solutions | 7,098 | 48,783 | (41,685) | (85) | % | |||||||||
| Total TPG Operating Group Shared: | 831,024 | 3,474,501 | (2,643,477) | (76) | % | |||||||||
| TPG Operating Group Excluded: | ||||||||||||||
| TPG IV | $ | (569) | $ | 3,580 | $ | (4,149) | (116) | % | ||||||
| TPG VI | (19,913) | 32,031 | (51,944) | (162) | % | |||||||||
| Asia IV | 108 | 1,430 | (1,322) | (92) | % | |||||||||
| Asia V | (42,864) | 74,956 | (117,820) | (157) | % | |||||||||
| MMI | 117 | 1,333 | (1,216) | (91) | % | |||||||||
| TPG TFP | (750) | 201 | (951) | (473) | % | |||||||||
| Platform: Capital | (63,871) | 113,531 | (177,402) | (156) | % | |||||||||
| Growth II | 8,977 | 45,141 | (36,164) | (80) | % | |||||||||
| Growth II Gator | 11,731 | 65,167 | (53,436) | (82) | % | |||||||||
| Biotech II | 203 | (342) | 545 | 159 | % | |||||||||
| Biotech III | (34,974) | 30,681 | (65,655) | (214) | % | |||||||||
| Biotech IV | (533) | 1,977 | (2,510) | (127) | % | |||||||||
| Biotech V | — | (4,095) | 4,095 | 100 | % | |||||||||
| Platform: Growth | (14,596) | 138,529 | (153,125) | (111) | % | |||||||||
| TREP II | (17,337) | 40,000 | (57,337) | (143) | % | |||||||||
| DASA - Real Estate | (1,507) | (1,954) | 447 | 23 | % | |||||||||
| Platform: Real Estate | (18,844) | 38,046 | (56,890) | (150) | % | |||||||||
| TSI | 124 | 14,523 | (14,399) | (99) | % | |||||||||
| Evercare | (13,731) | 13,731 | (27,462) | (200) | % | |||||||||
| Platform: Impact | (13,607) | 28,254 | (41,861) | (148) | % | |||||||||
| Total TPG Operating Group Excluded(2) | $ | (110,918) | $ | 318,360 | $ | (429,278) | (135) | % | ||||||
| Total Performance Allocations | $ | 720,106 | $ | 3,792,861 | $ | (3,072,755) | (81) | % |
___________
(1)After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%; however, we intend to allocate the full amount as performance allocation compensation expense. As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.
(2)The TPG Operating Group Excluded entities’ performance allocations are not a component of net income attributable to TPG following the Reorganization; however, the TPG general partner entities continue to be consolidated by us. We transferred the rights to the performance allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021. As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022. See “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data” which reflects the projected impact of the Reorganization.
The decrease in total performance allocations for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily driven by lower realized and unrealized appreciation in TPG VII, Asia VI, Asia VII, Growth III, Growth IV, THP I, Rise I and TREP III. For the year ended December 31, 2022, our investments have generated realized and unrealized portfolio appreciation of 8% compared to 38% for the year ended December 31, 2021.
As of December 31, 2022, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $4.1 billion. As of December 31, 2022, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group excluded TPG general partner entities totaled $0.6 billion.
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Capital Interests. Capital interests income decreased by $169.5 million, or 82%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a decrease in income from our investments in TPG VII, TPG VIII, Asia VI and Asia VII in our Capital platform, TRTX in our Real Estate platform, Growth III, Growth IV and TTAD I in our Growth platform, and Rise I in our Impact platform. These decreases were partially offset by an increase in income from our investment in AAF in our Capital platform.
Expenses
Cash-Based Compensation and Benefits. Cash-based compensation and benefits expense decreased by $106.0 million, or 18%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a $127.7 million decrease in bonuses for senior professionals for the year ended December 31, 2022 which, following our Reorganization and IPO, are recorded in performance allocation compensation expense. This decrease was partially offset by increases in salaries and benefits and accrued bonuses of $29.8 million and $11.0 million, respectively, driven by an increase in headcount for the year ended December 31, 2022.
Equity-Based Compensation. Equity-based compensation expense increased by $627.7 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily attributable to the Reorganization and IPO, which resulted in $550.0 million of expense associated with unvested units granted prior to or in conjunction with the IPO to certain of our employees at TPG Partner Holdings, RemainCo, and the TPG Operating Group as well as $77.7 million of expense associated with RSUs granted to TPG employees and certain of our executives upon completion of our IPO in January 2022. We had no such expense during the year ended December 31, 2021.
Performance Allocation Compensation. Performance allocation compensation increased by $416.6 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily attributable to the recognition of partnership distributions to our partners and professionals as compensation expense following our IPO. We had no such expense during the year ended December 31, 2021 as we were a private partnership.
General, Administrative and Other. General and administrative expenses increased by $90.3 million, or 32%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a $18.4 million increase in expenses related to our fundraising activities that are ultimately reimbursable from TPG funds, a $28.8 million increase in office overhead and other, inclusive of a $20.6 million insurance policy purchased in connection with the IPO and a $26.5 million increase of other administrative expenses.
Depreciation and Amortization. Depreciation and amortization increased by $11.8 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily due to the amortization of intangible assets resulting from the acquisition of NewQuest in July 2021.
Interest Expense. Interest expense increased by $5.3 million, or 33%, for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to higher interest rates on certain borrowings.
Expenses of Consolidated TPG Funds and Public SPACs. Expenses of consolidated TPG Funds and Public SPACs decreased by $17.4 million, or 84%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily driven by a reduction in non-recurring professional services expenses as a result of business combinations associated with TPG PACE Tech Opportunities Corp. (“PACE”) and TPG Pace Solutions Corp. (“TPGS”) during the year ended December 31, 2021.
Net (Losses) Gains from Investment Activities. Net losses from investment activities for the year ended December 31, 2022 were $110.1 million compared to a gain of $353.2 million for the year ended December 31, 2021. This change was primarily attributable to a gain of $122.7 million recognized on the deconsolidation of PACE, a gain of $109.9 million on the deconsolidation of TPGS, and a gain of $95.0 million recognized on the acquisition of NewQuest during the year ended December 31, 2021. Additionally, we incurred losses of $80.4 million and $25.1 million from our investments in Vacasa, Inc. and Nerdy Inc, respectively, during the year ended December 31, 2022. Following the Reorganization, we no longer recognize net gains or losses from certain strategic investments that were transferred to RemainCo on December 31, 2021.
Interest, Dividends and Other. Interest, dividends and other increased by $2.7 million, or 42%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
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Net Gains (Losses) from Investment Activities of Consolidated TPG Funds and Public SPACs. Net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs had no activity during the year ended December 31, 2022 compared to a net gain of $23.4 million for the year ended December 31, 2021. Following certain Reorganization activities, we no longer consolidate TPEP as we do not have a controlling financial interest.
Unrealized Gains on Derivative Liabilities of Public SPACs. The $12.4 million and $211.8 million of unrealized gain on derivative instruments recognized during the year ended December 31, 2022 and 2021, respectively, were attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties. The warrants held by public investors and forward purchase agreements are treated as liability instruments rather than equity instruments and subject to mark-to-market adjustments each period. Upon the consummation of acquisitions of target companies by our Public SPACs or the wind down of a Public SPAC, the associated liability will no longer be included in our Consolidated Financial Statements.
Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs. Interest, dividends and other of consolidated TPG Funds and Public SPACs decreased by $3.6 million, or 35%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily related to an expense reimbursement of EUR 15.0 million on the termination of a proposed business combination, recognized by TPG Pace Beneficial Finance Corp. during the year ended December 31, 2021. These decreases were partially offset by increased interest income resulting from higher interest rates on the balance of assets held in Trust Accounts by Consolidated Public SPACs.
Income Tax Expense. Income tax expense increased by $23.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was due to the Company now being treated as a corporation for U.S. federal and state income taxes in connection with the Reorganization and IPO, beginning in January of 2022.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Disaffiliation of Former Affiliate
As a result of the disaffiliation agreement with our former affiliate, effective May 1, 2020, we no longer consolidated our former affiliate and began accounting for our remaining interest as an equity method investment. Accordingly, prior to May 1, 2020, our historical financial statements include the consolidated results of our former affiliate, including its revenues, expenses and operating activities. Beginning May 1, 2020, the equity earnings related to this investment are included within investment income. The impact of the deconsolidation is a key driver of certain fluctuations discussed herein when comparing the year ended December 31, 2021 to the year ended December 31, 2020.
Revenues
Revenues consisted of the following for the years ended December 31, 2021 and December 31, 2020:
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Management fees | $ | 731,974 | $ | 699,492 | $ | 32,482 | 5 | % | ||||||
| Transaction, monitoring and other fees, net | 91,300 | 53,874 | 37,426 | 69 | % | |||||||||
| Expense reimbursements and other | 154,630 | 130,000 | 24,630 | 19 | % | |||||||||
| Total fees and other | 977,904 | 883,366 | 94,538 | 11 | % | |||||||||
| Performance allocations | 3,792,861 | 1,203,520 | 2,589,341 | 215 | % | |||||||||
| Capital interests | 205,622 | 27,952 | 177,670 | 636 | % | |||||||||
| Total capital allocation-based income | 3,998,483 | 1,231,472 | 2,767,011 | 225 | % | |||||||||
| Total revenues | $ | 4,976,387 | $ | 2,114,838 | $ | 2,861,549 | 135 | % |
Fees and other revenues increased by $94.5 million, or 11% during the year ended December 31, 2021, compared to the year ended December 31, 2020. The change is comprised of increases in transaction, monitoring and other fees, net of $37.4 million, an increase in management fees of $32.5 million, and increases in expense reimbursements and other of $24.6 million.
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Management Fees. The increase in management fees was primarily driven by additional management fees from Growth V of $54.3 million, which was activated in the third quarter of 2020, Rise Climate of $40.5 million, which was activated in the third quarter of 2021, TRTX of $10.4 million and TPG VIII of $8.5 million. The acquisition of NewQuest also contributed an additional $13.7 million of management fees during the year ended December 31, 2021. The increases were primarily offset by the deconsolidation of our former affiliate, which resulted in lower management fees of $73.4 million due to a partial year of fees earned for the year ended December 31, 2020 compared to no fees earned during the year ended December 31, 2021, as well as a decline in management fees of $22.2 million earned from Growth IV.
Certain management fees in the year ended December 31, 2021 were considered catch-up fees as a result of additional capital commitments from limited partners to Growth V and Rise II in the amounts of $9.2 million and $0.2 million, respectively. Both funds were activated in 2020.
Transaction, Monitoring and Other Fees, Net. The change in transaction, monitoring and other fees, net was primarily driven by an increase in capital markets fees of $52.3 million due to increased debt and equity capital market transactions within the TPG portfolio companies during the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was offset by $9.5 million of incentive fees earned by our former affiliate prior to its deconsolidation on May 1, 2020.
Expense Reimbursements and Other. The change in expense reimbursements and other was largely driven by additional reimbursements from TPG funds of $13.7 million and additional services provided to our former affiliate and portfolio companies of $10.7 million.
Performance Allocations. Performance allocations increased by $2,589.3 million, to $3,792.9 million for the year ended December 31, 2021, compared to $1,203.5 million for the year ended December 31, 2020. The increase primarily resulted from realized and unrealized portfolio appreciation of 38% during the year ended December 31, 2021 compared to realized and unrealized appreciation of the portfolio of 18% during the year ended December 31, 2020. Realized performance allocations for the years ended December 31, 2021 and 2020 totaled $1,956.2 million and $532.8 million, respectively. Unrealized performance allocations for the years ended December 31, 2021 and 2020 totaled $1,836.7 million and $670.7 million, respectively.
The table below highlights performance allocations for the years ended December 31, 2021 and 2020, and separates the entities listed into two categories to reflect the Reorganization: (1) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (2) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.
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| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPG Operating Group Shared: | ||||||||||||||
| TPG VII | $ | 902,941 | $ | 541,513 | $ | 361,428 | 67 | % | ||||||
| TPG VIII | 558,759 | — | 558,759 | NM | ||||||||||
| Asia VI (1) | 381,295 | 51,189 | 330,106 | 645 | % | |||||||||
| Asia VII | 426,270 | 90,080 | 336,190 | 373 | % | |||||||||
| THP I | 114,805 | 35,159 | 79,646 | 227 | % | |||||||||
| TES | 8,232 | (3,257) | 11,489 | 353 | % | |||||||||
| AAF | 32,237 | — | 32,237 | NM | ||||||||||
| Platform: Capital | 2,424,539 | 714,684 | 1,709,855 | 239 | % | |||||||||
| Growth III (1) | 64,111 | 290,365 | (226,254) | (78) | % | |||||||||
| Growth IV | 326,824 | 102,949 | 223,875 | 217 | % | |||||||||
| Growth V | 82,612 | — | 82,612 | NM | ||||||||||
| TTAD I | 108,458 | 71,827 | 36,631 | 51 | % | |||||||||
| TDM | 54,325 | 12,252 | 42,073 | 343 | % | |||||||||
| Platform: Growth | 636,330 | 477,393 | 158,937 | 33 | % | |||||||||
| Rise I | 142,938 | 131,495 | 11,443 | 9 | % | |||||||||
| Rise II | 69,253 | — | 69,253 | NM | ||||||||||
| Platform: Impact | 212,191 | 131,495 | 80,696 | 61 | % | |||||||||
| TREP III | 152,658 | — | 152,658 | NM | ||||||||||
| Platform: Real Estate | 152,658 | — | 152,658 | NM | ||||||||||
| TPEP | 29,804 | 1,426 | 28,378 | 1990 | % | |||||||||
| NewQuest | 16,186 | — | 16,186 | NM | ||||||||||
| Strategic Capital | 2,793 | — | 2,793 | NM | ||||||||||
| Platform: Market Solutions | 48,783 | 1,426 | 47,357 | 3321 | % | |||||||||
| Total TPG Operating Group Shared: | $ | 3,474,501 | $ | 1,324,998 | $ | 2,149,503 | 162 | % | ||||||
| TPG Operating Group Excluded: | ||||||||||||||
| TPG IV | 3,580 | (21,884) | 25,464 | 116 | % | |||||||||
| TPG VI | 32,031 | (154,708) | 186,739 | 121 | % | |||||||||
| Asia IV | 1,430 | 37 | 1,393 | 3765 | % | |||||||||
| Asia V | 74,956 | (10,134) | 85,090 | 840 | % | |||||||||
| MMI | 1,333 | — | 1,333 | NM | ||||||||||
| TPG TFP | 201 | 133 | 68 | 51 | % | |||||||||
| Platform: Capital | 113,531 | (186,556) | 300,087 | 161 | % | |||||||||
| Growth II | 45,141 | 42,472 | 2,669 | 6 | % | |||||||||
| Growth II Gator | 65,167 | 51,913 | 13,254 | 26 | % | |||||||||
| Biotech II | (342) | 256 | (598) | (234) | % | |||||||||
| Biotech III | 30,681 | 48,183 | (17,502) | (36) | % | |||||||||
| Biotech IV | 1,977 | — | 1,977 | NM | ||||||||||
| Biotech V | (4,095) | 253 | (4,348) | (1719) | % | |||||||||
| STAR | — | 11,809 | (11,809) | (100) | % | |||||||||
| Platform: Growth | 138,529 | 154,886 | (16,357) | (11) | % | |||||||||
| TREP II | 40,000 | 17,357 | 22,643 | 130 | % | |||||||||
| DASA - Real Estate | (1,954) | (10,486) | 8,532 | 81 | % | |||||||||
| Platform: Real Estate | 38,046 | 6,871 | 31,175 | 454 | % |
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| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TSI | 14,523 | 14,470 | 53 | — | % | |||||||||
| Evercare | 13,731 | — | 13,731 | NM | ||||||||||
| Platform: Impact | 28,254 | 14,470 | 13,784 | 95 | % | |||||||||
| Former affiliate funds | — | (111,149) | 111,149 | 100 | % | |||||||||
| Other | — | (111,149) | 111,149 | 100 | % | |||||||||
| Total TPG Operating Group Excluded (2) | $ | 318,360 | $ | (121,478) | $ | 439,838 | 362 | % | ||||||
| Total Performance Allocations | $ | 3,792,861 | $ | 1,203,520 | $ | 2,589,341 | 215 | % |
___________
(1)After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%; however, we intend to allocate the full amount as performance allocation compensation expense. As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.
(2)The TPG Operating Group Excluded entities’ performance allocations is not a component of net income attributable to TPG following the Reorganization; however, the TPG general partner entities continue to be consolidated by us. We transferred the rights to the performance allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021. As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022. See “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data” which reflects the projected impact of the Reorganization.
The increase in total performance allocations for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily generated by realized and unrealized appreciation in TPG VII, TPG VIII, Asia VI, Asia VII, THP I, Growth IV, TREP III, TPG VI and Asia V.
As of December 31, 2021, accrued performance allocations for Common Unit holders of the TPG Operating Group shared TPG general partner entities totaled $4.1 billion. As of December 31, 2021, accrued performance allocations for Common Unit holders of the TPG Operating Group excluded TPG general partner entities totaled $1.3 billion.
Capital Interest. Capital interest income increased by $177.7 million to $205.6 million for the year ended December 31, 2021 from $28.0 million for the year ended December 31, 2020. The increase was primarily driven by income from our investments in the Capital and Real Estate platforms.
Expenses
Compensation and Benefits. Compensation and benefits expense increased by $57.0 million, or 11%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by a $73.5 million increase in bonuses and one time payments, which is reduced by the impact of our former affiliate in the amount of $22.9 million for the year ended December 31, 2020. The increase was also driven by a $19 million increase in salaries and benefits by an increase in headcount, which is reduced by the impact of our former affiliate in the amount of $22.1 million for the year ended December 31, 2020.
General, Administrative and Other. General and administrative expenses increased by $17.8 million, or 7%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by a $31.0 million increase in professional fees, which is reduced by the impact of our former affiliate in the amount of $18.2 million for the year ended December 31, 2020. This increase was also driven by a $21.6 million increase in office overhead and other, which is reduced by the impact of our former affiliate in the amount of $30.1 million for the year ended December 31, 2020. The increase was also driven by an increase in reimbursable expenses incurred on behalf of TPG funds of $13.7 million.
Depreciation and Amortization. Depreciation and amortization increased by $14.1 million, or 197%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase is primarily due to the amortization of intangible assets of $14.2 million during the year ended December 31, 2021, related to the acquisition of NewQuest on July 1, 2021.
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Interest Expense. Interest expense decreased by $2.7 million, or 14%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. This decrease was primarily driven by a reduction in debt outstanding during the period due to repayment of the Revolving Credit Facility to Affiliate in March of 2021 (as defined herein) in August 2021.
Expenses of Consolidated TPG Funds and Public SPACs. Expenses of consolidated TPG Funds and Public SPACs increased by $12.8 million, or 161%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily due to additional professional services expenses in our consolidated Public SPAC entities as a result of closing three SPAC initial public offerings and business combinations associated with our consolidated Public SPACs.
Net Gains from Investment Activities. Net gains from investment activities increased by $359.1 million, to a gain of $353.2 million from a loss of $5.8 million, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase of net gains from investment activities was primarily driven by the deconsolidation of two of our Public SPACs and the associated business combination with Nerdy, Inc. and Vacasa, Inc., which resulted in gains of $232.5 million. We recognized a net gain of $95.0 million associated with our step acquisition of NewQuest. The increase was also driven by other equity method investments in which the Company has significant influence of $137.0 million.
Gain on Deconsolidation. The $401.7 million gain on deconsolidation for the year ended December 31, 2020, resulted from the disaffiliation of our former affiliate in May 2020 and the subsequent step-up to fair value of the retained equity method investment.
Interest, Dividends and Other. Interest, dividends and other investment gains decreased by $1.7 million, or 20%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease was driven by a reduction of dividend income of $3.4 million due to the deconsolidation of our former affiliate. The decrease was partially offset by an increase of interest income of $1.7 million due to a larger cash balance in the year ended December 31, 2021 compared to the year ended December 31, 2020.
Net (Losses) Gains from Investment Activities of Consolidated TPG Funds and Public SPACs. Net (losses) gains from investment activities of consolidated TPG Funds and Public SPACs increased by $42.1 million to a gain of $23.4 million from a loss of $18.7 million, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily related to the fair value changes of the underlying investments of TPEP of $34.4 million.
Unrealized (Losses) Gains on Derivative Liabilities of Public SPACs. The $211.8 million unrealized gain and $239.3 million of unrealized loss on derivative instruments recognized during the year ended December 31, 2021 and 2020, respectively, were attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties. The warrants held by public investors and forward purchase agreements are treated as liability instruments rather than equity instruments and subject to mark-to-market adjustments each period. Upon the consummation of acquisitions of target companies by our Public SPACs or the wind down of a Public SPAC, the associated liability will no longer be included in our consolidated financial statements.
Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs. Interest, dividends and other of consolidated TPG Funds and Public SPACs increased by $4.9 million, or 91%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. This increase was primarily related to an expense reimbursement of EUR 15.0 million, on the termination of a proposed business combination, recognized by TPG Pace Beneficial Finance Corp. during the year ended December 31, 2021 compared to no such reimbursement during the year ended December 31, 2020.
Income Tax Expense. Income tax expense decreased by $0.7 million, or 8%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.
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Unaudited Condensed Consolidated Statements of Financial Condition (U.S. GAAP basis)
| December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | ||||||
| Assets | ||||||
| Cash and cash equivalents | $ | 1,107,484 | $ | 972,729 | ||
| Investments | 5,329,868 | 6,109,046 | ||||
| Due from affiliates | 202,639 | 185,321 | ||||
| Other assets | 642,558 | 670,452 | ||||
| Assets of consolidated TPG Funds and Public SPACs | 659,189 | 1,024,465 | ||||
| Total assets | $ | 7,941,738 | $ | 8,962,013 | ||
| Liabilities, Redeemable Equity and Equity | ||||||
| Debt obligations | $ | 444,566 | $ | 444,444 | ||
| Due to affiliates | 139,863 | 826,999 | ||||
| Accrued performance allocation compensation | 3,269,889 | — | ||||
| Other liabilities | 324,261 | 372,597 | ||||
| Liabilities of consolidated TPG Funds and Public SPACs | 23,653 | 56,532 | ||||
| Total liabilities | $ | 4,202,232 | $ | 1,700,572 | ||
| Redeemable equity from consolidated Public SPACs | $ | 653,635 | $ | 1,000,027 | ||
| Equity | ||||||
| Class A common stock $0.001 par value, 2,340,000,000 shares authorized (79,240,058 and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) | $ | 79 | $ | — | ||
| Class B common stock $0.001 par value, 750,000,000 shares authorized (229,652,641 and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) | 230 | — | ||||
| Preferred stock, $0.001 par value, 25,000,000 shares authorized (0 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) | — | — | ||||
| Additional paid-in-capital | 506,639 | — | ||||
| Retained earnings | 2,724 | — | ||||
| Partners’ capital controlling interests | — | 1,606,593 | ||||
| Other non-controlling interests | 2,576,199 | 4,654,821 | ||||
| Total equity | 3,085,871 | 6,261,414 | ||||
| Total liabilities, redeemable equity and equity | $ | 7,941,738 | $ | 8,962,013 |
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Cash and cash equivalents increased $134.8 million primarily due to proceeds of $770.9 million net of $34.2 million of offering costs and purchases of partnership interests of $379.6 million from our IPO in January 2022.
Investments generated net capital allocation-based income of $756.3 million which was offset by net realized proceeds of $1,424.5 million, resulting in a decrease of $779.2 million during the year ended December 31, 2022. For the year ended December 31, 2022, our investments have generated realized and unrealized portfolio appreciation of 8%.
Accrued performance allocation compensation totaled $3,269.9 million for the year ended December 31, 2022 following our IPO. Subsequent to the Reorganization and IPO, distributions of performance allocations in the legal form of equity made directly or indirectly to our partners and professionals are accounted for as accrued performance allocation compensation liability.
Redeemable equity from consolidated Public SPACs decreased $346.4 million primarily due to the redemption of Class A ordinary shares of TPGY. See Note 16, “Redeemable equity attributable to consolidated Public SPACs,” to our Consolidated Financial Statements.
Total equity decreased $3,175.5 million primarily due to the Reorganization and our IPO in January 2022, which transferred certain investments to RemainCo, reclassified certain performance allocations historically reflected as non-controlling interests to performance allocation compensation liabilities, and resulted in the issuance of approximately 79.1 million shares of Class A common stock and net proceeds of $793.4 million.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA
Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Form 10-K.
The following unaudited pro forma Condensed Consolidated Statement of Operations for the years ended December 31, 2021 and 2020 present our consolidated results of operations and gives pro forma effect to the Reorganization, the consummation of the IPO and other impacts of the IPO (see transactions described under Note 1, “Organization,” to our Consolidated Financial Statements), as if they had occurred January 1, 2020. The owners of the TPG Operating Group completed a series of actions during the year ended December 31, 2021 and on January 12, 2022 as part of the Reorganization, in conjunction with the IPO that was completed on January 18, 2022. An unaudited pro forma condensed combined balance sheet is not presented because the Reorganization, IPO and the related transactions are fully reflected in the Company’s Consolidated Statement of Financial Condition as of December 31, 2022 included elsewhere in this Annual Report on Form 10-K. The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.”
The pro forma adjustments are based on available information and upon assumptions that management believes are reasonable in order to reflect, on a pro forma basis, the effect of the Reorganization, IPO and related transactions on the historical financial information of TPG. The Company’s historic operations consist of multiple consolidated entities formed to provide asset management services under a single controlling entity, TPG Group Holdings. The historical period presented in the unaudited pro forma financial information reflects the operating results of TPG Group Holdings. Immediately following the Reorganization, the TPG Operating Group and its subsidiaries are controlled by the same parties and as such, we account for the Reorganization as a transfer of interests under common control.
The unaudited pro forma Condensed Consolidated Statement of Operations may not be indicative of the results of operations that would have occurred had the Reorganization or the IPO and related transactions, as applicable, taken place on the dates indicated, or that may be expected to occur in the future. The adjustments are described in the notes to the unaudited pro forma Condensed Consolidated Statement of Operations. The unaudited pro forma Condensed Consolidated Financial Information and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and the related notes included elsewhere in this Annual Report on Form 10-K.
The pro forma adjustments in the “Reorganization and Other Transaction Adjustments” column principally give effect to certain of the Reorganization and other transactions including:
•The TPG Operating Group transferred to RemainCo certain performance allocation economic entitlements from certain of the TPG general partner entities that are defined as Excluded Assets. We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest. The impact of this adjustment is a reallocation from controlling interests to non-controlling interests.
•The TPG Operating Group transferred to RemainCo the economic entitlements associated with certain other investments that are part of the Excluded Assets.
•The transfer of certain investments in TPG Funds to RemainCo resulted in the deconsolidation of those TPG Funds that have been consolidated in our historical combined financial statements with the exception of our Public SPACs.
•Adjustments to sharing percentages of future profits between controlling and non-controlling interests of the TPG Operating Group related to the Specified Company Assets.
The pro forma adjustments in the “Offering Transaction Adjustments” column principally give effect to the consummation of the IPO, including the corporate conversion.
We have not made any pro forma adjustments relating to any incremental reporting, compliance or investor relations costs that we may incur as a public company, as estimates of such expenses are not determinable.
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The unaudited pro forma condensed consolidated financial information should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
The unaudited pro forma condensed consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations of TPG that would have occurred had the transactions described above transpired on the dates indicated or had we operated as a public entity during the period presented or for any future period or date. The unaudited pro forma condensed consolidated financial information should not be relied upon as being indicative of our future or actual results of operations had the Reorganization and IPO transactions and the other transactions described above occurred on the dates assumed. The unaudited pro forma condensed consolidated financial information also does not project our results of operations for any future period or date.
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| Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Year Ended December 31, 2021 | ||||||||||||||
| TPG Group Holdings Historical | Reorganization and Other Transaction Adjustments | Offering Transaction Adjustments | TPG Inc. Pro Forma | |||||||||||
| ($ in thousands, except share and per share amounts) | ||||||||||||||
| Revenues | ||||||||||||||
| Fees and other | $ | 977,904 | $ | 20,807 | (3) | $ | — | $ | 998,711 | |||||
| Capital allocation-based income | 3,998,483 | (8,653) | (1) | — | 3,989,830 | |||||||||
| Total revenues | 4,976,387 | 12,154 | — | 4,988,541 | ||||||||||
| Expenses | ||||||||||||||
| Compensation and benefits: | ||||||||||||||
| Cash-based compensation and benefits | 579,698 | (140,278) | (5) | — | 439,420 | |||||||||
| Equity-based compensation | — | — | 428,687 | (6) | 500,607 | |||||||||
| — | 71,920 | (7) | ||||||||||||
| Performance allocation compensation | — | 2,538,505 | (5) | — | 2,538,505 | |||||||||
| Total compensation and benefits | 579,698 | 2,398,227 | 500,607 | 3,478,532 | ||||||||||
| General, administrative and other | 278,590 | — | — | 278,590 | ||||||||||
| Depreciation and amortization | 21,223 | — | — | 21,223 | ||||||||||
| Interest expense | 16,291 | 3,991 | (4) | — | 20,282 | |||||||||
| Expenses of consolidated TPG Funds and Public SPACs: | ||||||||||||||
| Interest expense | 740 | (740) | (1) | — | — | |||||||||
| Other | 20,024 | (1,629) | (1) | — | 18,395 | |||||||||
| Total expenses | 916,566 | 2,399,849 | 500,607 | 3,817,022 | ||||||||||
| Investment income | ||||||||||||||
| Income from investments: | ||||||||||||||
| Net gains from investment activities | 353,219 | (92,860) | (1) | — | 260,359 | |||||||||
| Interest, dividends and other | 6,460 | — | — | 6,460 | ||||||||||
| Investment income of consolidated TPG Funds and Public SPACs: | ||||||||||||||
| Net gains from investment activities | 23,392 | (23,392) | (1) | — | — | |||||||||
| Unrealized gains on derivative liabilities of Public SPACs | 211,822 | — | — | 211,822 | ||||||||||
| Interest, dividends and other | 10,321 | (4,029) | (1) | — | 6,292 | |||||||||
| Total investment income | 605,214 | (120,281) | — | 484,933 | ||||||||||
| Income before income taxes | 4,665,035 | (2,507,976) | (500,607) | 1,656,452 | ||||||||||
| Income tax expense | 9,038 | — | 68,941 | (9) | 77,979 | |||||||||
| Net income | 4,655,997 | (2,507,976) | (569,548) | 1,578,473 | ||||||||||
| Less: | ||||||||||||||
| Net income attributable to redeemable equity in Public SPACs | 155,131 | — | — | 155,131 | ||||||||||
| Net income attributable to non-controlling interests in consolidated TPG Funds | 19,287 | (19,287) | (1) | — | — | |||||||||
| Net income attributable to other non-controlling interests | 2,455,825 | 127,140 | (1) | 226,650 | (10) | 1,191,994 | ||||||||
| 896,293 | (2) | |||||||||||||
| 3,257 | (3) | |||||||||||||
| (625) | (4) | |||||||||||||
| (2,516,546) | (5) | |||||||||||||
| Net income attributable to TPG Inc. | $ | 2,025,754 | $ | (998,208) | $ | (796,198) | (11) | $ | 231,348 |
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| TPG Group Holdings Historical | Reorganization and Other Transaction Adjustments | Offering Transaction Adjustments | TPG Inc. Pro Forma | |||||
|---|---|---|---|---|---|---|---|---|
| Pro forma net income per share data: (11) | ||||||||
| Weighted-average shares of Class A common stock outstanding | ||||||||
| Basic | 79,360,700 | |||||||
| Diluted | 309,013,341 | |||||||
| Net income available to Class A common stock per share | ||||||||
| Basic | $ | 2.91 | ||||||
| Diluted | $ | 1.80 |
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| Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Year Ended December 31, 2020 | ||||||||||||||
| TPG Group Holdings Historical | Reorganization and Other Transaction Adjustments | Offering Transaction Adjustments | TPG Inc. Pro Forma | |||||||||||
| ($ in thousands, except share and per share amounts) | ||||||||||||||
| Revenues | ||||||||||||||
| Fees and other | $ | 883,366 | $ | (85,174) | (1) | $ | — | $ | 815,368 | |||||
| 17,176 | (3) | |||||||||||||
| Capital allocation-based income | 1,231,472 | 159,840 | (1) | — | 1,391,312 | |||||||||
| Total revenues | 2,114,838 | 91,842 | — | 2,206,680 | ||||||||||
| Expenses | ||||||||||||||
| Compensation and benefits: | ||||||||||||||
| Cash-based compensation and benefits | 522,715 | (45,088) | (1) | — | 363,930 | |||||||||
| (113,697) | (5) | |||||||||||||
| Equity-based compensation | — | — | 579,207 | (6) | 657,042 | |||||||||
| 77,835 | (7) | |||||||||||||
| Performance allocation compensation | — | 721,097 | (5) | — | 721,097 | |||||||||
| Total compensation and benefits | 522,715 | 562,312 | 657,042 | 1,742,069 | ||||||||||
| General, administrative and other | 260,748 | (33,885) | (1) | 19,496 | (8) | 246,359 | ||||||||
| Depreciation and amortization | 7,137 | (397) | (1) | — | 6,740 | |||||||||
| Interest expense | 18,993 | (612) | (1) | — | 22,372 | |||||||||
| 3,991 | (4) | |||||||||||||
| Expenses of consolidated entities: | ||||||||||||||
| Interest expense | 722 | (722) | (1) | — | — | |||||||||
| Other | 7,241 | (2,016) | (1) | — | 5,225 | |||||||||
| Total expenses | 817,556 | 528,671 | 676,538 | 2,022,765 | ||||||||||
| Investment income | ||||||||||||||
| Income from investments: | ||||||||||||||
| Net losses from investment activities | (5,839) | 5,839 | (1) | — | — | |||||||||
| Gain on deconsolidation | 401,695 | (401,695) | (1) | |||||||||||
| Interest, dividends and other | 8,123 | (3,114) | (1) | — | 5,009 | |||||||||
| Investment income of consolidated entities: | ||||||||||||||
| Net gains from investment activities | (18,691) | 18,691 | (1) | — | — | |||||||||
| Unrealized gains on derivative liabilities | (239,269) | — | — | (239,269) | ||||||||||
| Interest, dividends and other | 5,410 | (5,399) | (1) | — | 11 | |||||||||
| Total investment income | 151,429 | (385,678) | — | (234,249) | ||||||||||
| Income before income taxes | 1,448,711 | (822,507) | (676,538) | (50,334) | ||||||||||
| Income tax expense | 9,779 | 303 | (1) | 23,180 | (9) | 33,262 | ||||||||
| Net income | 1,438,932 | (822,810) | (699,718) | (83,596) | ||||||||||
| Less: | ||||||||||||||
| Net loss attributable to redeemable equity in consolidated entities | (195,906) | — | — | (195,906) | ||||||||||
| Net income attributable to non-controlling interests in consolidated TPG Funds | (12,380) | 12,380 | (1) | — | — | |||||||||
| Net income attributable to other non-controlling interests | 719,640 | 8,672 | (1) | (359,307) | (10) | 28,239 | ||||||||
| 360,555 | (2) | |||||||||||||
| 2,677 | (3) | |||||||||||||
| (622) | (4) | |||||||||||||
| (703,376) | (5) | |||||||||||||
| Net income attributable to TPG Inc. | $ | 927,578 | $ | (503,096) | $ | (340,411) | (11) | $ | 84,071 |
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| TPG Group Holdings Historical | Reorganization and Other Transaction Adjustments | Offering Transaction Adjustments | TPG Inc. Pro Forma | |||||
|---|---|---|---|---|---|---|---|---|
| Pro forma net income per share data: (11) | ||||||||
| Weighted-average shares of Class A common stock outstanding | ||||||||
| Basic | 79,254,937 | |||||||
| Diluted | 308,907,578 | |||||||
| Net income available to Class A common stock per share | ||||||||
| Basic | $ | 1.06 | ||||||
| Diluted | $ | (0.42) |
Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data
1)This adjustment relates to Excluded Assets and is made up of the following components:
Impact of changes in economics of certain TPG general partner interests in TPG Funds:
The TPG Operating Group transferred to RemainCo certain performance allocation economic entitlements from certain of the TPG general partner entities that are defined as Excluded Assets, as well as certain cash and amounts due to affiliates of the TPG Operating Group that relate to these TPG general partner entities’ economic entitlements. We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest. This adjustment results in a transfer of $127.1 million and $22.0 million from net income attributable to controlling interests to non-controlling interests for the years ended December 31, 2021 and 2020, respectively, and is reflected in the table below.
Transfer of other investments:
The TPG Operating Group also transferred the economic entitlements associated with certain other investments, including our investment in our former affiliate. For the year ended December 31, 2021, the impact results in the exclusion of total revenues of $8.7 million and the exclusion of investment income of $92.9 million with a reduction to net income attributable to controlling interests of $85.6 million and non-controlling interest of $16.0 million. For the year ended December 31, 2020, the impact results in the exclusion of total revenues of $74.7 million, expenses of $80.0 million and investment income of $399.0 million with a reduction to net income attributable to controlling interests of $231.2 million and non-controlling interest of $13.4 million.
This does not include certain of our strategic equity method investments, including Harlem Capital Partners, VamosVentures and LandSpire Group, as the economics of these investments continue to be part of the TPG Operating Group after the Reorganization.
Deconsolidation of consolidated TPG Funds:
We transferred the TPG Operating Group’s co-investment interests in certain TPG Funds to RemainCo. These TPG Funds were historically consolidated and as a result of the transfer to RemainCo, are deconsolidated because we no longer hold a more than insignificant economic interest. For the year ended December 31, 2021, this results in a reduction of $2.4 million of expenses and $27.4 million of investment income, and associated impacts to income attributable to controlling, non-controlling interest in consolidated TPG Funds, and non-controlling interests, as shown in the table below. For the year ended December 31, 2020, this results in a reduction of $2.7 million of expenses, an increase of $13.3 million of investment income, and associated impacts to income attributable to controlling, non-controlling interest in consolidated TPG Funds, and non-controlling interests, as shown in the table below.
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Impact Summary:
The amounts for these adjustments were derived based on historical financial results. The following table summarizes the pro forma impact for the Excluded Assets and deconsolidated TPG Funds:
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Exclusion of legacy entities | Exclusion of consolidated funds | Total | Exclusion of legacy entities | Exclusion of consolidated funds | Total | ||||||||||||||||
| Revenues | ||||||||||||||||||||||
| Fees and other | $ | — | $ | — | $ | — | $ | (85,174) | $ | — | $ | (85,174) | ||||||||||
| Capital allocation-based income (loss) | (8,653) | — | (8,653) | 159,840 | — | 159,840 | ||||||||||||||||
| Total revenues | (8,653) | — | (8,653) | 74,666 | — | 74,666 | ||||||||||||||||
| Expenses | ||||||||||||||||||||||
| Compensation and benefits | — | — | — | (45,088) | — | (45,088) | ||||||||||||||||
| General, administrative and other | — | — | — | (33,885) | — | (33,885) | ||||||||||||||||
| Depreciation and amortization | — | — | — | (397) | — | (397) | ||||||||||||||||
| Interest expense | — | — | — | (612) | — | (612) | ||||||||||||||||
| Expenses of consolidated TPG Funds and Public SPACs: | — | — | ||||||||||||||||||||
| Interest expense | — | (740) | (740) | — | (722) | (722) | ||||||||||||||||
| Other | — | (1,629) | (1,629) | — | (2,016) | (2,016) | ||||||||||||||||
| Total expenses | — | (2,369) | (2,369) | (79,982) | (2,738) | (82,720) | ||||||||||||||||
| Investment income | ||||||||||||||||||||||
| Income from investments: | ||||||||||||||||||||||
| Net losses (gains) from investment activities | (92,860) | — | (92,860) | 5,839 | 5,839 | |||||||||||||||||
| Gain on deconsolidation | — | — | — | (401,695) | (401,695) | |||||||||||||||||
| Interest, dividends and other | — | — | — | (3,114) | — | (3,114) | ||||||||||||||||
| Investment income of consolidated TPG Funds and Public SPACs: | ||||||||||||||||||||||
| Net gains (losses) from investment activities | — | (23,392) | (23,392) | — | 18,691 | 18,691 | ||||||||||||||||
| Unrealized gains (losses) on derivative liabilities Public SPACs | — | — | — | — | — | — | ||||||||||||||||
| Interest, dividends and other | — | (4,029) | (4,029) | — | (5,399) | (5,399) | ||||||||||||||||
| Total investment income | (92,860) | (27,421) | (120,281) | (398,970) | 13,292 | (385,678) | ||||||||||||||||
| Income before income taxes | (101,513) | (25,052) | (126,565) | (244,322) | 16,030 | (228,292) | ||||||||||||||||
| Income tax expense | — | — | — | 303 | — | 303 | ||||||||||||||||
| Net income (loss) | (101,513) | (25,052) | (126,565) | (244,625) | 16,030 | (228,595) | ||||||||||||||||
| Less: | ||||||||||||||||||||||
| Net loss attributable to redeemable equity in Public SPACs | — | — | — | — | — | — | ||||||||||||||||
| Net income (loss) attributable to non-controlling interests in consolidated TPG Funds | — | (19,287) | (19,287) | — | 12,380 | 12,380 | ||||||||||||||||
| Net income (loss) attributable to other non-controlling interests | 128,043 | (903) | 127,140 | 8,103 | 569 | 8,672 | ||||||||||||||||
| Net income (loss) attributable to controlling interests | $ | (229,556) | $ | (4,862) | $ | (234,418) | $ | (252,728) | $ | 3,081 | $ | (249,647) |
2)This adjustment relates to the changes in economic entitlements that the holders of TPG Operating Group Common Units retain, and the associated reallocation of interests after the Reorganization. Specified Company Assets include certain TPG general partner entities to which the TPG Operating Group retained an economic entitlement and that are consolidated both before and after the Reorganization. As part of the Reorganization, the sharing percentage of the associated performance allocation income was reallocated between controlling and non-controlling interests. Subject to certain exceptions, we expect RemainCo to be entitled to between 10% and 15% of these Specified
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Company Assets’ related performance allocations, which we treat as non-controlling interests, and to allocate generally between 65% and 70% indirectly to our partners and professionals through performance allocation vehicles and Promote Units, with the remaining 20% available for distribution to the TPG Operating Group Common Unit holders. RemainCo’s entitlement to performance allocations associated with future funds will step down over time. In conjunction with allocating between 65% and 70% of performance allocations associated with the Specified Company Assets to our partners and professionals, we have reduced the amount of cash-based bonuses historically paid to these individuals as further described in Note 5 below.
The primary impact of this is a reallocation from income attributable to controlling interests to income attributable to non-controlling interests. Specifically, this adjustment reflects reclassifications of $896.3 million and $360.6 million for the years ended December 31, 2021 and 2020, respectively, from net income attributable to controlling interests to net income attributable to other non-controlling interests.
3)This amount reflects an administrative services fee that we receive for managing the Excluded Assets transferred to RemainCo that are not part of the TPG Operating Group. The fee is based on 1% of the net asset value of RemainCo.
4)This adjustment reflects incremental interest expense related to additional financing the TPG Operating Group used to declare a distribution of $200.0 million to our controlling and non-controlling interest holders prior to the Reorganization and the IPO. The distribution was made with $200.0 million of proceeds from the senior unsecured term loan issuance. The Senior Unsecured Term Loan carries an interest rate of LIBOR plus 1.00% and matures in December 2024.
The impact of the adjustment is an increase to interest expense of $4.0 million with a corresponding impact to net income attributable to controlling interests and non-controlling interest holders for the years ended December 31, 2021 and 2020, respectively.
5)Reflects the reclassification of performance allocation amounts owed to senior professionals from other non-controlling interests to performance allocation compensation. Following the IPO, we account for partnership distributions to our partners and professionals as performance allocation compensation expense. As described in Note 2 above, we have adjusted our performance allocation sharing percentage and in conjunction with allocating between 65% and 70% of performance allocations associated with the Specified Company Assets to certain of our people, we are reducing the amounts of cash-based bonuses and increasing the performance allocation compensation expense. For the year ended December 31, 2021, the impact to the unaudited pro forma Condensed Consolidated Statement of Operations included additional performance allocation compensation of $2,398.2 million with a corresponding reduction to net income attributable to non-controlling interest and a reduction of $140.3 million from cash-based compensation and benefits with a corresponding increase to net income attributable to controlling and non-controlling interest of $118.3 million and $22.0 million, respectively. Amounts have been derived based upon our historical results.
For the year ended December 31, 2020, the impact to the unaudited pro forma Condensed Consolidated Statement of Operations included additional performance allocation compensation of $607.4 million with a corresponding reduction to net income attributable to non-controlling interest and a reduction of $113.7 million from cash-based compensation and benefits with a corresponding increase to net income attributable to controlling and non-controlling interest of $96.0 million and $17.7 million, respectively. Amounts have been derived based upon our historical results.
6)Our current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests in RemainCo as a result of the Reorganization and the IPO. The number of TPG Partner Holdings units outstanding at the time of the IPO total 245,397,431, of which 73,849,986 are unvested. The number of units outstanding related to our existing partners’ indirect economic interests in RemainCo at the time of the IPO total 198,040,459, of which 26,922,374 are unvested. In conjunction with the Reorganization, TPG Partner Holdings distributed its interest in RemainCo and the underlying assets as part of a common control transaction to its existing owners, which are our current and former partners. No changes were made to the terms of the unvested units. TPG Partner Holdings and RemainCo are both presented as non-controlling interest holders within our Consolidated Financial Statements.
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We account for the TPG Partner Holdings units and indirect economic interests in RemainCo as compensation expense in accordance with ASC Topic 718, Compensation – Stock Compensation. The unvested TPG Partner Holdings units and unvested indirect economic interests in RemainCo will be charged to compensation and benefits as they vest over the remaining requisite service period on a straight-line basis. The vesting periods range from immediate vesting up to six years. Expense amounts for TPG Partner Holdings units have been derived utilizing a per unit value of $29.50 (the IPO price) and adjusting for factors unique to those units, multiplied by the number of unvested units, and will be expensed over the remaining requisite service period. Expense amounts for the unvested indirect interests in RemainCo have been derived based on the fair value of RemainCo, utilizing a discounted cash flow valuation approach, multiplied by the number of unvested interests, and will be expensed over the remaining requisite service period. These adjustments resulted in expenses for the years ended December 31, 2021 and 2020 totaling $428.7 million and $579.2 million, respectively. There is no additional dilution to our stockholders, contractually these units are only related to our non-controlling interest holders, and there is no impact to the allocation of income and distributions to our stockholders. Therefore, we have allocated these expense amounts to our non-controlling interest holders.
7)At IPO, we granted to certain of our people RSUs with respect to approximately 9,280,000 shares of Class A common stock (although we are authorized to grant up to 4% of our shares of Class A common stock, measured on a fully-diluted, as converted basis, which would be 12,277,912 shares of Class A common stock). Of these RSUs, we granted 8,229,960 shares of Class A common stock immediately following the completion of the IPO. These RSUs generally vest over four years in three equal installments on the second through fourth anniversaries of the grant date (with some grants vesting on shorter alternate vesting schedules), subject to the recipient’s continued provision of services to the Company or its affiliates through the vesting date. In addition, under TPG Inc.’s Omnibus Equity Incentive Plan, which was approved by our board of directors on December 7, 2021 and our shareholders on December 20, 2021 (the “Omnibus Plan”), we granted immediately following the IPO long-term performance incentive awards to certain of our key executives in the form of RSUs (certain of which have performance-vesting criteria) with respect to a total of 2,203,390 shares of Class A common stock. Furthermore, we have currently named two of our three independent directors, and granted RSUs to the two named independent directors with respect to 20,340 shares of Class A common stock, immediately following the IPO. This adjustment reflects compensation expense associated with the grants described above had they occurred at January 1, 2020. The grants of such RSUs results in recognition of compensation expense for the years ended December 31, 2021 and 2020 in the amount of $71.9 million and $77.8 million, respectively. These expenses are non-cash in nature and allocated to the Common Unit holders.
Not included in the above Offering Transaction Adjustment are RSUs (which are part of the RSUs with respect to approximately 9,280,000 shares of Class A common stock referred to above) with respect to 1,050,040 shares that were granted in 2022 after the IPO, including those to people hired for new roles created in connection with the IPO. In addition, we plan to grant RSUs of 10,170 shares to our third independent director when named. These additional grants will have similar vesting terms and conditions as the RSUs mentioned above.
8)We incurred approximately $19.5 million in additional non-recurring transaction and Reorganization related costs in connection with the IPO. These amounts are not directly related to the issuance of securities in the IPO but are related to the Reorganization and have been reflected as an adjustment in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2020.
9)The TPG Operating Group partnerships continue to be treated as partnerships for U.S. federal and state income tax purposes. Following the IPO, we are subject to U.S. federal income taxes, in addition to state, local and foreign income taxes with respect to our allocable share of any taxable income generated by the TPG Operating Group that flows through to its interest holders, including us. As a result, the unaudited pro forma Condensed Consolidated Statement of Operations reflects adjustments to our income tax expense to reflect a blended statutory tax rate of 23% at TPG, which was calculated assuming the U.S. federal rates currently in effect and the statutory rates applicable to each state, local and foreign jurisdiction where we estimate our income will be apportioned. The following table summarizes the impact for the period presented:
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| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Reorganization and Other Transaction Adjustments | |||||
| Income before provision for income taxes | $ | 2,157,059 | $ | 626,204 | ||
| Less: | ||||||
| Provision for local and foreign income taxes | 9,038 | 10,082 | ||||
| Net income (loss) attributable to redeemable interest in Public SPACs | 155,131 | (195,906) | ||||
| Net income attributable to other non-controlling interests | 965,344 | 387,546 | ||||
| Income before provision for income taxes attributable to TPG Operating Group | 1,027,546 | 424,482 | ||||
| TPG Inc. blended statutory tax rate | 0.00 | % | 0.00 | % | ||
| Provision for TPG Inc. statutory income tax | — | — | ||||
| Provision for local and foreign income taxes | 9,038 | 10,082 | ||||
| Less: Prior recorded provision attributable to TPG | 9,038 | 9,779 | ||||
| Adjustment to provision for income taxes | $ | — | $ | 303 |
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Offering Transaction Adjustment | |||||
| Income before provision for income taxes | $ | 1,656,452 | $ | (50,334) | ||
| Less: | ||||||
| Provision for local and foreign income taxes | 9,038 | 10,082 | ||||
| Net income (loss) attributable to redeemable interest in Public SPACs | 155,131 | (195,906) | ||||
| Net income attributable to other non-controlling interests | 1,191,994 | 28,239 | ||||
| Income before provision for income taxes attributable to TPG Inc. | 300,289 | 107,251 | ||||
| TPG Inc. blended statutory tax rate | 23 | % | 23 | % | ||
| Provision for income taxes | $ | 69,066 | $ | 24,667 | ||
| Add: Provision for income taxes of consolidated affiliates of TPG Inc. | 8,913 | 8,595 | ||||
| Less: Prior recorded provision attributable to TPG | 9,038 | 10,082 | ||||
| Adjustment to provision for income taxes | $ | 68,941 | $ | 23,180 |
10)Prior to the IPO, TPG held Common Units representing 78.1% of the Common Units and 100% of the interests in certain intermediate holding companies. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs. As a result, we consolidate the financial results of the TPG Operating Group and its consolidated subsidiaries and report non-controlling interests related to the interests held by the other partners of the TPG Operating Group and its consolidated subsidiaries in our consolidated statements of operations. Following the IPO, TPG owns 25.6% of the Common Units, and the other partners of the TPG Operating Group own the remaining 74.4%, excluding the equity-based compensation expense related to our partners’ unvested TPG Partner Holdings units and indirect economic interests in RemainCo, which has been allocated only to non-controlling interest holders. Net income attributable to non-controlling interests represent 74.4% of the consolidated income before taxes of the TPG Operating Group. Promote Units are not included in this calculation of ownership interest.
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The computation of the pro forma income attributable to non-controlling interests in the TPG Operating Group is shown below.
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Reorganization and Other Transaction Adjustments | |||||
| Income before provision for income taxes | $ | 2,157,059 | $ | 626,204 | ||
| Less: | ||||||
| Provision for local and foreign income taxes | 9,038 | 10,082 | ||||
| Net (loss) income attributable to redeemable interest in Public SPACs | 155,131 | (195,906) | ||||
| Allocable Income | 1,992,890 | 812,028 | ||||
| Less: | ||||||
| TPG Inc.’s economic interest in the TPG Operating Group (a) | 1,027,546 | 424,482 | ||||
| Net income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries | $ | 965,344 | $ | 387,546 |
___________
(a)The amount represents the net income attributable to non-controlling interest holders in the TPG Operating Group adjusted for the allocation of equity-based compensation expenses related to TPG Partner Holdings units and indirect economic interests in RemainCo held by our partners. Refer to Note 6 herein.
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Offering Transaction Adjustment | |||||
| Income before provision for income taxes | $ | 1,656,452 | $ | (50,334) | ||
| Less: | ||||||
| Provision for local and foreign income taxes | 77,979 | 33,262 | ||||
| Net (loss) income attributable to redeemable interest in Public SPACs | 155,131 | (195,906) | ||||
| Allocable Income | 1,423,342 | 112,310 | ||||
| Less: | ||||||
| TPG Inc.’s economic interest in the TPG Operating Group | 231,348 | 84,071 | ||||
| Net income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries (a) | 1,191,994 | 28,239 | ||||
| Less: As adjusted pro forma income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries | 965,344 | 387,546 | ||||
| Adjustment to income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries | $ | 226,650 | $ | (359,307) |
___________
(a)The amount represents the net income attributable to non-controlling interest holders in the TPG Operating Group adjusted for the allocation of equity-based compensation expenses related to TPG Partner Holdings units and indirect economic interests in RemainCo held by our partners. Refer to Note 6 herein.
11)Pro forma basic net income per share is computed by dividing net income available to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. The weighted-average shares outstanding excludes shares of Class A common stock reserved for issuance under the Omnibus Plan equal to 10% of our shares of Class A common stock, measured on a fully-diluted, as converted basis, including that we granted up to 4% to certain of our people in connection with the IPO, as well as certain long-term performance incentive awards and awards to our independent directors. We anticipate that a portion of the RSUs we granted to certain of our people in connection with the offering were granted immediately following the effectiveness of the IPO and a portion may be granted thereafter in 2022 in relation to the IPO, including to people hired for new roles created in connection with the IPO. Pro forma diluted net income per share is computed by adjusting the net income available to Class A common stockholders and the weighted-average shares of Class A common stock outstanding to give effect to potentially dilutive securities. The calculation of diluted earnings per share excludes Class B common stock, which may only be held by the TPG Operating Group owners other than us or our wholly-owned subsidiaries and their respective permitted transferees, and are therefore not included in the computation of pro forma basic or diluted net income per share.
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12)The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net income per share.
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands, except share and per share amounts) | ||||||
| Pro forma basic net income per share: | ||||||
| Numerator | ||||||
| Net income | $ | 1,578,473 | $ | (83,596) | ||
| Less: Net income attributable to participating securities | 23,089 | 8,513 | ||||
| Net (loss) income attributable to redeemable interests in Public SPACs | 155,131 | (195,906) | ||||
| Net income attributable to interests in other non-controlling interest | 1,169,357 | 20,132 | ||||
| Net income attributable to Class A common stockholders – Basic | $ | 230,896 | $ | 83,665 | ||
| Denominator | ||||||
| Shares of Class A common stock outstanding – Basic | 79,360,700 | 79,254,937 | ||||
| Basic net income per share | $ | 2.91 | $ | 1.06 | ||
| Pro forma diluted net income per share: | ||||||
| Numerator | ||||||
| Net income attributable to Class A common stockholders – Basic | 230,896 | 83,665 | ||||
| Reallocation of net income assuming exchange of Common Units to Class A common stock | 324,052 | (212,355) | ||||
| Net income attributable to Class A common stockholders – Diluted | $ | 554,948 | $ | (128,690) | ||
| Denominator | ||||||
| Weighted-average shares of Class A common stock outstanding – Basic | 79,360,700 | 79,254,937 | ||||
| Vesting of restricted share awards | — | — | ||||
| Exchange of Common Units to Class A common stock | 229,652,641 | 229,652,641 | ||||
| Weighted-average shares of Class A common stock outstanding – Diluted | 309,013,341 | 308,907,578 | ||||
| Diluted net income per share: | $ | 1.80 | $ | (0.42) |
In computing the dilutive effect, if any, that equity-based awards would have on earnings per share, we consider the reallocation of net income between holders of Class A common stock and non-controlling interests.
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Unaudited Pro Forma Non-GAAP Financial Measures
The following table sets forth our non-GAAP and pro forma non-GAAP financial measures after Reorganization and Offering Transaction Adjustments for the years ended December 31, 2021 and 2020:
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Non-GAAP | Pro Forma Non-GAAP | Non-GAAP | Pro Forma Non-GAAP | ||||||||||
| Management fees | $ | 718,364 | $ | 718,364 | $ | 623,658 | $ | 623,658 | ||||||
| Transaction, monitoring and other fees, net | 102,041 | 102,041 | 49,455 | 49,455 | ||||||||||
| Other income | 46,673 | 53,957 | (1) | 42,920 | 54,339 | (1) | ||||||||
| Fee Related Revenues | 867,078 | 874,362 | 716,033 | 727,452 | ||||||||||
| Compensation and benefits, net | 521,413 | 381,135 | (2) | 441,245 | 327,548 | (2) | ||||||||
| Operating expenses, net | 167,114 | 167,114 | 173,338 | 173,338 | ||||||||||
| Fee Related Expenses | 688,527 | 548,249 | 614,583 | 500,886 | ||||||||||
| Total Fee-Related Earnings | $ | 178,551 | $ | 326,113 | $ | 101,450 | $ | 226,566 | ||||||
| Realized performance allocations, net | 999,603 | 204,664 | (2), (3) | 313,490 | 40,817 | (2), (3) | ||||||||
| Realized investment income and other, net | 92,720 | 66,720 | (4) | 57,231 | 5,036 | (4) | ||||||||
| Depreciation expense | (6,775) | (6,775) | (6,556) | (6,556) | ||||||||||
| Interest expense, net | (14,928) | (18,919) | (5) | (14,843) | (18,835) | (5) | ||||||||
| Distributable Earnings | $ | 1,249,171 | $ | 571,803 | $ | 450,772 | $ | 247,028 | ||||||
| Income taxes | (9,308) | (33,684) | (6) | (9,305) | (14,552) | (6) | ||||||||
| After-Tax Distributable Earnings | $ | 1,239,863 | $ | 538,119 | $ | 441,467 | $ | 232,476 |
Notes to the Unaudited Pro Forma Non-GAAP Financial Measures
1)The difference in other income between non-GAAP and pro forma non-GAAP financial measures is attributable to: (i) removing the other income associated with the other investments that were transferred to RemainCo and (ii) an administrative services fee that we receive for managing the Excluded Assets transferred to RemainCo that are not part of the TPG Operating Group. The fee is based on 1% of the net asset value of RemainCo.
2)This adjustment reflects the expected reduction of our cash-based bonuses relative to what we historically paid to our partners and professionals within compensation and benefits, net. Through the Reorganization, we have increased certain of our people’s share of performance allocations associated with the Specified Company Assets from approximately 50% to between 65% and 70%. The impact of this is a decrease in compensation and benefits, net of $140.3 million and $113.7 million for the years ended December 31, 2021 and 2020, respectively.
3)Realized performance allocations, net only include the amounts the TPG Operating Group is entitled to after gross realized performance allocations has been reduced by realized performance allocation compensation and non-controlling interests. Following the Reorganization, the TPG Operating Group receives approximately 20% of the future performance allocations associated with the general partner entities that we retained an economic interest in. This adjustment to our sharing percentage was made to allow us to reduce amounts we would expect to pay out as discretionary cash bonuses in the future paid to our partners. The impact of this adjustment is a decrease in realized performance allocations, net of $794.9 million and $272.7 million for the years ended December 31, 2021 and 2020, respectively.
4)The difference in realized investment income and other, net is related to the transfer to RemainCo of the certain other investments that make up the Excluded Assets. The TPG Operating Group retained its interests in our strategic investments in NewQuest, Harlem Capital Partners, VamosVentures and LandSpire Group. This resulted in a decrease to realized investment income and other, net of $26.0 million and $32.7 million for the years ended December 31, 2021 and 2020, respectively. Also, $19.5 million of additional non-recurring transaction and reorganization related costs are reflected as if incurred during the year ended December 31, 2020.
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5)This difference relates to additional interest expense from new financing the TPG Operating Group used to declare a distribution of $200.0 million to our controlling and non-controlling interest holders prior to the Reorganization and the IPO. The distribution was made with $200.0 million proceeds from the senior unsecured term loan issuance. The Senior Unsecured Term Loan carries an interest rate of LIBOR plus 1.00% and matures in December 2024. The impact of the adjustment is an increase to interest expense of $4.0 million for the years ended December 31, 2021 and 2020.
6)The difference in income tax expense is attributable to the corporate conversion. The income tax expense adjustment reflects TPG Inc.’s share of pro forma pre-tax distributable earnings, which equals 25.6%, multiplied by TPG Inc.’s effective tax rate of 23.0%.
Unaudited Pro Forma Non-GAAP Balance Sheet Measures
Book assets, book liabilities and net book value are non-GAAP performance measures of TPG Operating Group’s assets, liabilities and equity on a deconsolidated basis which reflects our investments in subsidiaries as equity method investments. Additionally, the book assets, book liabilities and net book value include the tax assets and liabilities of TPG Inc. We utilize these measures to assess the unrealized value of our book assets after deducting for book liabilities as well as assess our indirect interest in accrued performance allocations from our TPG Funds and our co-investments in TPG Funds and third-party investments. We believe these measures are useful to investors as they provide additional insight into the net assets of the TPG Operating Group on a deconsolidated basis. These non-GAAP financial measures should not be considered as a substitute for, or superior to, similar financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may differ from the calculations of other alternative asset managers and, as a result, may not be comparable to similar measures presented by other companies. Certain comparative amounts for the prior fiscal period have been reclassified to conform to the below presentation as of December 31, 2022. Refer to “––Reconciliation to U.S. GAAP Measures” for reconciliations of the Condensed Consolidated Statement of Financial Condition to the non-GAAP Balance Sheet.
The following table sets forth our pro forma non-GAAP book assets, book liabilities and book value after the IPO transaction adjustments as of December 31, 2022 and 2021:
| Year Ended December 31, 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | December 31, 2022 | Non-GAAP | Pro Forma Non-GAAP | |||||||||
| Book Assets | ||||||||||||
| Cash and cash equivalents | $ | 691,687 | $ | 242,370 | $ | 646,387 | (1), (2) | |||||
| Restricted cash | 13,166 | 13,135 | 13,135 | |||||||||
| Accrued performance allocations | 642,519 | 1,344,348 | 769,283 | (3) | ||||||||
| Other investments | 576,814 | 894,741 | 894,741 | |||||||||
| Other assets, net | 576,241 | 398,154 | 169,713 | (1), (2) | ||||||||
| Total Book Assets | $ | 2,500,427 | $ | 2,892,748 | $ | 2,493,259 | ||||||
| Book Liabilities | ||||||||||||
| Accounts payable, accrued expenses and other | $ | 48,183 | $ | 525,267 | $ | 308,421 | (1), (2), (4) | |||||
| Securitized borrowing, net | 245,259 | 244,950 | 244,950 | |||||||||
| Senior unsecured term loan | 199,307 | 199,494 | 199,494 | |||||||||
| Total Book Liabilities | $ | 492,749 | $ | 969,711 | $ | 752,865 | ||||||
| Net Book Value | $ | 2,007,678 | $ | 1,923,037 | $ | 1,740,394 | (5) |
Notes to the Unaudited Pro Forma Non-GAAP Balance Sheet Measures
1) The difference between non-GAAP and pro forma non-GAAP balance sheet measures relates to the transfer of Excluded Assets, which consist of rights to future performance allocations related to certain general partner entities. Additionally, certain of our other investments and investments into TPG Funds have been excluded, because such interests are not part of the TPG Operating Group. We would have transferred (i) $27.2 million of cash; (ii) $204.5 million of other assets; and (iii) $203.3 million of other liabilities to RemainCo.
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2) Includes $431.2 million of proceeds, net of estimated underwriting discounts and unpaid offering costs of $31.8 million, of which $24.0 million was previously capitalized and accrued in other assets, net and accounts payable, accrued expenses and other, respectively.
3) Following the Reorganization, the TPG Operating Group and Common Unit holders received approximately 20% of the future performance allocations associated with the general partner entities that we retain an economic interest in as described in Note 1 above. This adjustment reduces our share of accrued performance allocations by $575.1 million.
4) Reflects a Tax Receivable Agreement liability of $10.4 million related to the reorganization of TPG into a corporation and associated offering transactions.
5) Represents the impact to the net book value of the TPG Operating Group after the IPO transaction adjustments.
Reconciliations to U.S. GAAP Measures
The following table reconciles the most directly comparable financial measures calculated and presented in the Unaudited Pro Forma U.S. GAAP Statement of Operations to our Unaudited Non-GAAP Pro Forma financial measures for the years ended December 31, 2021 and 2020.
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands) | 2021 | 2020 | ||||
| Total Pro Forma GAAP Net Income | $ | 1,578,473 | $ | (83,596) | ||
| Net loss (income) attributable to redeemable equity in Public SPACs | (155,131) | 195,906 | ||||
| Net income attributable to other non-controlling interests | (756,925) | (395,032) | ||||
| Performance fees from other non-controlling interest | (5,908) | — | ||||
| Share-based compensation expense | 500,608 | 657,042 | ||||
| Amortization expense | 14,195 | — | ||||
| Unrealized performance allocations, net | (425,924) | (153,807) | ||||
| Unrealized investment income | (232,988) | (15,542) | ||||
| Unrealized gains on derivatives | (20,626) | 9,570 | ||||
| Income tax expense | 44,565 | 17,935 | ||||
| Other | (2,220) | — | ||||
| Pro Forma After-tax Distributable Earnings | $ | 538,119 | $ | 232,476 | ||
| Income tax expense | 33,684 | 14,552 | ||||
| Pro Forma Distributable Earnings | $ | 571,803 | $ | 247,028 | ||
| Realized performance fees, net | (204,664) | (40,817) | ||||
| Realized investment income and other, net | (66,719) | (5,036) | ||||
| Depreciation expense | 6,775 | 6,556 | ||||
| Interest expense, net | 18,918 | 18,835 | ||||
| Total Pro Forma Fee-Related Earnings | $ | 326,113 | $ | 226,566 |
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Non-GAAP Financial Measures
Distributable Earnings. Distributable Earnings (“DE”) is used to assess performance and amounts potentially available for distributions to partners. DE is derived from and reconciled to, but not equivalent to, its most directly comparable U.S. GAAP measure of net income. DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include (i) unrealized performance allocations and related compensation and benefit expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities, or (v) certain non-cash items, such as contingent reserves.
While we believe that the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented accordance with U.S. GAAP discussed further under “—Key Components of our Results of Operations—Results of Operations” prepared in accordance with U.S. GAAP.
After-Tax Distributable Earnings. After-tax Distributable Earnings (“After-tax DE”) is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income taxes. We use it to assess how income tax expense affects amounts available to be distributed to our Class A common stock holders and Common Unit holders. After-tax DE differs from U.S. GAAP net income computed in accordance with U.S. GAAP in that it does not include the items described in the definition of DE herein; however, unlike DE, it does reflect the impact of income taxes. Income taxes, for purposes of determining After-tax DE, represent the total U.S. GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on U.S. GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within other liabilities in our Consolidated Statement of Financial Condition. Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to the Company on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges. We believe that including the amount currently payable under the Tax Receivable Agreement and utilizing the current income tax expense (benefit), as described above, when determining After-tax DE is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to shareholders.
We believe that while the inclusion or exclusion of the aforementioned U.S. GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of After-tax DE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein. This measure supplements U.S. GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S. GAAP discussed further under “—Key Components of our Results of Operations-Results of Operations.”
Fee-Related Earnings. Fee-Related Earnings (“FRE”) is a supplemental performance measure and is used to evaluate our business and make resource deployment and other operational decisions. FRE differs from net income computed in accordance with U.S. GAAP in that it adjusts for the items included in the calculation of DE and also adjusts to exclude (i) realized performance allocations and related compensation expense, (ii) realized investment income from investments and financial instruments, (iii) net interest (interest expense less interest income), (iv) depreciation, (v) amortization and (vi) certain non-core income and expenses. We use FRE to measure the ability of our business to cover compensation and operating expenses from fee revenues other than capital allocation-based income. The use of FRE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein.
Fee-Related Revenues. Fee-related revenues is a component of FRE. Fee-related revenues is comprised of (i) management fees, (ii) transaction, monitoring and other fees, net, and (iii) other income. Fee-related revenue differs from revenue computed in accordance with U.S. GAAP in that it excludes certain reimbursement expense arrangements. Refer to “—Reconciliation to U.S. GAAP Measures” to the comparable line items on the combined statements of operations.
Fee-Related Expenses. Fee-related expenses is a component of FRE. Fee-related expenses differs from expenses computed in accordance with U.S. GAAP in that it is net of certain reimbursement arrangements. Fee-related expenses is used in management’s review of the business. Refer to “—Reconciliation to U.S. GAAP Measures” to the comparable line items on the combined statements of operations.
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Fee-related revenues and fee-related expenses are presented separately in our calculation of non-GAAP measures in order to better illustrate the profitability of our FRE. The use of fee-related revenues and FRE without consideration of the related U.S. GAAP measures is not adequate due to the adjustments described herein.
Our calculations of DE, FRE, fee-related revenue and fee-related expenses may differ from the calculations of other investment managers. As a result, these measures may not be comparable to similar measures presented by other investment managers.
The following table sets forth our total FRE and DE for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in thousands) | ||||||||||
| Management fees | $ | 929,860 | $ | 718,364 | $ | 623,658 | ||||
| Transaction, monitoring and other fees, net | 109,078 | 102,041 | 49,455 | |||||||
| Other income | 47,069 | 46,673 | 42,920 | |||||||
| Fee Related Revenues | 1,086,007 | 867,078 | 716,033 | |||||||
| Compensation and benefits, net | 392,968 | 521,413 | 441,245 | |||||||
| Operating expenses, net | 239,189 | 167,114 | 173,338 | |||||||
| Fee Related Expenses | 632,157 | 688,527 | 614,583 | |||||||
| Total Fee-Related Earnings | $ | 453,850 | $ | 178,551 | $ | 101,450 | ||||
| Realized performance allocations, net | 282,383 | 999,603 | 313,490 | |||||||
| Realized investment income and other, net | 42,038 | 92,720 | 57,231 | |||||||
| Depreciation expense | (4,590) | (6,775) | (6,556) | |||||||
| Interest expense, net | (13,795) | (14,928) | (14,843) | |||||||
| Distributable Earnings | $ | 759,886 | $ | 1,249,171 | $ | 450,772 | ||||
| Income taxes | (59,623) | (9,308) | (9,305) | |||||||
| After-Tax Distributable Earnings | $ | 700,263 | $ | 1,239,863 | $ | 441,467 |
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Fee-Related Revenues
Fee-related revenues increased by $218.9 million, or 25% for the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase was primarily due to additional management fees of $211.5 million and transaction, monitoring and other fees, net of $7.0 million.
Management Fees
The following table presents management fees in our platforms for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 382,992 | $ | 335,376 | ||
| Impact | 179,742 | 106,096 | ||||
| Real Estate | 153,908 | 70,442 | ||||
| Growth | 141,735 | 142,388 | ||||
| Market Solutions | 71,483 | 64,062 | ||||
| Total Management Fees | $ | 929,860 | $ | 718,364 |
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Management fees increased by $211.5 million, or 29%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was largely due to fee earning capital raised resulting in additional management fees of $83.5 million earned from the Real Estate platform, primarily as a result of the activation of TREP IV during the first quarter of 2022. Management fees generated from the Impact platform increased $73.6 million, due to the activation of Rise Climate in the third quarter of 2021, and Rise III in the second quarter of 2022. The Capital platform had an increase of $47.6 million in management fees, largely from the activation of both TPG IX and Asia VIII in the third quarter of 2022, partially offset by a decrease of $30.0 million in TPG VII. The Market Solutions platform also contributed $7.4 million to the overall management fee increase primarily due to the acquisition of NewQuest in July 2021.
Certain management fees earned during the year ended December 31, 2022 were considered catch-up fees as a result of additional capital commitments from limited partners to Rise Climate and TTAD II in the amount of $2.8 million.
Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Market Solutions | $ | 91,426 | $ | 91,737 | ||
| Impact | 6,730 | 4,264 | ||||
| Real Estate | 5,181 | — | ||||
| Capital | 5,094 | 5,545 | ||||
| Growth | 647 | 495 | ||||
| Total Transaction, Monitoring and Other Fees, Net | $ | 109,078 | $ | 102,041 |
Transaction, monitoring and other fees, net increased by $7.0 million, or 7%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This increase was primarily attributable to the Real Estate platform driven by TRTX incentive fees.
Other Income
The following table presents other income for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Former affiliate funds | $ | 27,915 | $ | 38,942 | ||
| Other income | 19,154 | 2,570 | ||||
| Other investments | — | 5,161 | ||||
| Total Other Income(1) | $ | 47,069 | $ | 46,673 |
___________
(1) Includes other income of $13.5 million during the year ended December 31, 2021, generated by certain other investments that were transferred to RemainCo as Excluded Assets on December 31, 2021. Accordingly, there was no impact for the year ended December 31, 2022.
Total other income increased by $0.4 million, or 1%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change primarily resulted from an increase in income earned from RemainCo under the RemainCo administrative agreement, offset by the transfer of certain of our strategic investments to RemainCo on December 31, 2021.
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Fee-Related Expenses
Fee-related expenses decreased by $56.4 million, or 8%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, comprised primarily of lower compensation and benefits, net of $128.4 million partially offset by increased operating expenses, net of $72.1 million.
Compensation and Benefits, Net
The following table presents compensation and benefits, net for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Salaries | $ | 197,587 | $ | 169,552 | ||
| Bonuses(1) | 196,083 | 342,276 | ||||
| Benefits and other | 71,061 | 71,065 | ||||
| Reimbursements | (71,764) | (61,480) | ||||
| Total Compensation and Benefits, Net | $ | 392,968 | $ | 521,413 |
___________
(1)Includes bonus compensation of $140.3 million during the year ended December 31, 2021 for TPG senior professionals.
Total compensation and benefits, net decreased by $128.4 million, or 25%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This change was primarily due to a decrease in bonuses of $146.2 million as a result of certain TPG senior professionals no longer receiving discretionary bonuses, and increased compensation reimbursements related to services provided to certain fund and portfolio companies. The decrease was partially offset by increased salaries of $28.0 million driven by firm headcount expansion.
Operating Expenses, Net
Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to TPG funds and monitoring services provided to our portfolio companies. Operating expenses, net were $239.2 million and $167.1 million for the year ended December 31, 2022 and 2021, respectively, with the increase of $72.1 million primarily due to an increase in professional fees of $26.1 million, travel expenses of $19.8 million, and other administrative expenses of $26.3 million.
Realized Performance Allocations, Net
Realized performance allocations, net were $282.4 million during the year ended December 31, 2022 and $999.6 million during the year ended December 31, 2021, with the following platform breakout:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 250,382 | $ | 725,171 | ||
| Impact | 15,961 | 568 | ||||
| Growth | 13,681 | 234,025 | ||||
| Real Estate | 1,110 | 27,707 | ||||
| Market Solutions | 1,249 | 12,132 | ||||
| Total Realized Performance Allocations, Net(1) | $ | 282,383 | $ | 999,603 |
___________
(1)Includes realized performance allocation, net of $794.9 million during the year ended December 31, 2021 attributable to the TPG Operating Group Excluded entities. As previously described herein, these entities’ performance allocations are not a component of distributable earnings beginning in the fiscal year ending December 31, 2022.
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Realized performance allocations, net of $282.4 million for the year ended December 31, 2022 were largely generated from realizations of $191.8 million from TPG VII, $25.9 million from TPG VIII and $19.4 million from Asia VII within the Capital platform. Realizations within the Impact platform of $16.0 million were generated from Rise I. This activity consisted of realizations sourced from portfolio companies including McAfee, Wind River, Kelsey-Seybold Clinics, Greencross, and DirecTV.
Realized performance allocations, net of $999.6 million for the year ended December 31, 2021 were largely generated from realizations in TPG VII of $501.6 million, TPG VI of $173.5 million and Asia VI of $28.4 million in the Capital platform. Realizations from the Growth platform were generated from Growth III of $131.2 million, Growth II of $35.8 million, Biotech III of $27.8 million, TSI of $24.0 million and TTAD I of $11.2 million. Realizations from the Real Estate platform were generated from Real Estate II of $24.5 million. The activity consisted of realizations sourced from portfolio companies including Astound, Kindred at Home, Transplace Holdings, Creative Artists Agency, DirecTV and Medical Solutions.
Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Investments in TPG funds | $ | 82,174 | $ | 111,151 | ||
| Other investments | — | 23,647 | ||||
| Non-core income (expense) | (40,136) | (42,078) | ||||
| Total Realized Investment Income and Other, Net(1) | $ | 42,038 | $ | 92,720 |
___________
(1)Includes realized investment income and other, net of $26.0 million during the year ended December 31, 2021 generated by certain other investments that were transferred to RemainCo as of December 31, 2021.
Realized investment income and other, net decreased by $50.7 million, or 55%, resulting from lower realizations of $29.0 million from our investments in TPG funds and the transfer of certain of our strategic investments to RemainCo on December 31, 2021.
Depreciation
Depreciation expense decreased $2.2 million, or 32%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.
Interest Expense, Net
The following table presents interest expense, net for the years ended December 31, 2022 and 2021:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Interest expense | $ | 21,601 | $ | 15,728 | ||
| Interest (income) | (7,806) | (800) | ||||
| Interest Expense, Net | $ | 13,795 | $ | 14,928 |
The decrease in interest expense, net during the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to higher interest income from interest earned on cash and cash equivalents, partially offset by higher interest rates on certain borrowings.
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Distributable Earnings
The decrease in DE for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to lower realized performance allocations, net, partially offset by a 154% increase in our Fee-Related Earnings.
Income Taxes
Income taxes increased $50.3 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase in income taxes is a result of the Company being subject to federal income taxes subsequent to the Reorganization and IPO.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Fee-Related Revenues
Fee-related revenues increased by $151.0 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily due to higher management fees of $94.7 million and transaction, monitoring and other fees, net of $52.6 million.
Management Fees
The following table presents management fees in our platforms for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 335,376 | $ | 335,123 | ||
| Growth | 142,388 | 110,551 | ||||
| Impact | 106,096 | 63,755 | ||||
| Real Estate | 70,442 | 70,449 | ||||
| Market Solutions | 64,062 | 43,780 | ||||
| Total Management Fees | $ | 718,364 | $ | 623,658 |
The increase in management fees of $94.7 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was largely due to additional management fees of $42.3 million earned from the Impact platform, primarily as a result of the activation of Rise Climate during the third quarter of 2021. Management fees generated from the Growth platform increased $31.8 million, driven by Growth V, TTAD I and TDM which generated $49.7 million, $5.2 million and $3.0 million, respectively. This was partially offset by lower fees generated from Growth IV of $21.9 million. Market Solutions also contributed $20.3 million to the overall management fee increase due to the acquisition of the NewQuest funds during 2021.
Certain management fees in the year ended December 31, 2021 were considered catch-up fees as a result of additional capital commitments from limited partners to Growth V and Rise II in the amounts of $9.2 million and $0.2 million, respectively. Both funds were activated in 2020.
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Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Market Solutions | $ | 91,737 | $ | 35,678 | ||
| Capital | 5,545 | 9,058 | ||||
| Impact | 4,264 | 3,809 | ||||
| Growth | 495 | 560 | ||||
| Real Estate | — | 350 | ||||
| Total Transaction, Monitoring, and Other Fees, Net | $ | 102,041 | $ | 49,455 |
The increase in transaction, monitoring and other fees, net of $52.6 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily attributable to the Market Solutions platform as a result of higher levels of participation by our broker-dealer in the debt and equity capital markets activities of our portfolio companies. The increase was partially offset by decreased transaction fees earned from portfolio companies in TPG VII of the Capital platform.
Other Income
The following table presents other income for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Former affiliate funds | $ | 38,942 | $ | 34,204 | ||
| Other investments | 5,161 | 7,186 | ||||
| Other income | 2,570 | 1,530 | ||||
| Total Other Income(1) | $ | 46,673 | $ | 42,920 |
___________
(1) Includes other income of $13.5 million and $5.8 million during the years ended December 31, 2021 and 2020, respectively, generated by certain other investments that were transferred to RemainCo as Excluded Assets on December 31, 2021.
The increase in other income of $3.8 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily driven by appreciation from our investment in our former affiliate funds resulting in $4.8 million of additional income.
Fee-Related Expenses
Fee-related expenses increased by $73.9 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily comprised of additional compensation and benefits, net of $80.2 million, partially offset by decreased operating expenses, net of $6.2 million.
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Compensation and Benefits, Net
The following table presents compensation and benefits, net for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Salaries | $ | 169,552 | $ | 158,967 | ||
| Bonuses(1) | 342,276 | 278,059 | ||||
| Benefits and other | 71,065 | 60,980 | ||||
| Reimbursements | (61,480) | (56,761) | ||||
| Total Compensation and Benefits, Net | $ | 521,413 | $ | 441,245 |
___________
(1)Includes bonus compensation of $138.6 million and $113.7 million during the year ended December 31, 2021 and 2020, respectively, for TPG senior professionals.
The increase in compensation and benefits, net of $80.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to increased bonuses of $64.2 million, benefits and other of $10.1 million, and salaries of $10.6 million as a result of additional headcount and merit increases driven by growth in fee-related revenues and the consolidation of NewQuest. The increase was partially offset by additional compensation reimbursements related to services provided to certain funds and portfolio companies.
Operating Expenses, Net
Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to TPG funds and monitoring services provided to our portfolio companies in the amounts of $18.7 million and $14.8 million for the years ended December 31, 2021 and 2020, respectively.
The decrease in operating expenses, net of $6.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to a decrease in office expenses of $3.1 million, travel expenses of $2.3 million, and additional reimbursements related to services provided to certain funds and portfolio companies of $3.9 million, partially offset by a higher level of professional fees and other administrative costs of $6.5 million.
Realized Performance Allocations, Net
Realized performance allocations, net include gross realized performance allocations of $1,957.5 million and $607.2 million, net of realized performance allocations to TPG affiliated partners of $957.9 million and $293.7 million during the year ended December 31, 2021 and 2020, respectively.
The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 725,171 | $ | 178,317 | ||
| Growth | 234,025 | 79,138 | ||||
| Real Estate | 27,707 | 4,763 | ||||
| Market Solutions | 12,132 | 51,272 | ||||
| Impact | 568 | — | ||||
| Total Realized Performance Allocations, Net(1) | $ | 999,603 | $ | 313,490 |
___________
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(1)Includes realized performance allocations, net of $794.9 million and $272.7 million during the years ended December 31, 2021 and 2020, respectively, attributable to the TPG Operating Group Excluded entities. As previously described herein, these entities’ performance allocations will not be a component of distributable earnings beginning in 2022.
Realized performance allocations, net $999.6 million for the year ended December 31, 2021 were largely generated from realizations in TPG VII of $501.6 million, TPG VI of $173.5 million and Asia VI of $28.4 million in the Capital platform. Realizations from the Growth platform were generated from Growth III of $131.2 million, Growth II of $35.8 million, Biotech III of $27.8 million, TSI of $24.0 million and TTAD I of $11.2 million. Realizations from the Real Estate platform were generated from Real Estate II of $24.5 million. The activity consisted of realizations sourced from portfolio companies including Astound, Kindred at Home, Transplace Holdings, Creative Artists Agency, DirecTV and Medical Solutions.
Realized performance allocations, net of $313.5 million for the year ended December 31, 2020 were largely generated from realizations in TPG VI of $53.2 million and TPG VII of $105.2 million in the Capital platform. Realizations from the Growth platform were generated from Growth II of $58.8 million, and TPG Pace within the Market Solutions platform. The realized performance allocation mainly consisted of amounts from portfolio companies including WellSky, LLamasoft, IQVIA Holdings, Inc. (NYSE: IQV), Uber (NYSE: UBER) and Adare Pharmaceuticals.
Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Investments in TPG funds | $ | 111,151 | $ | 32,215 | ||
| Other investments | 23,647 | 32,276 | ||||
| Non-core income (expense) | (42,078) | (7,260) | ||||
| Total Realized Investment Income and Other, Net(1) | $ | 92,720 | $ | 57,231 |
___________
(1)Includes realized investment income and other, net of $26.0 million and $32.7 million during the years ended December 31, 2021 and 2020, respectively, generated by certain other investments that were transferred to RemainCo as of December 31, 2021.
The increase in realized investment income and other, net of $35.5 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to realizations from our investments in the TPG Funds of $78.3 million. Of that amount, $53.5 million was attributable to the Capital platform, $10.6 million to the Growth platform, and $3.4 million to the Market Solutions Platform. The increase was partially offset by a reduction in other investments of $8.0 million and increased non-core transaction expenses of $28.3 million primarily related to the Reorganization described in the Organization section herein.
Depreciation
Depreciation expense increased $0.2 million between the years ended December 31, 2021 and 2020, respectively. There were no significant purchases or disposals that occurred during the period.
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Interest Expense, Net
The following table presents interest expense, net for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Interest expense | $ | 15,728 | $ | 18,343 | ||
| Interest (income) | (800) | (3,500) | ||||
| Interest Expense, Net | $ | 14,928 | $ | 14,843 |
The increase in interest expense, net during the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to decreased interest income from cash balances, partially offset by decreased interest expense due to the payoff of an outstanding credit facility balance in 2021.
Distributable Earnings
The increase in DE for the year ended December 31, 2021 compared to the year ended December 31, 2020 was due to higher FRE, realized performance allocations, net, and realized investment income and other, net.
Income Taxes
Income taxes were consistent for the years ended December 31, 2021 and December 31, 2020 driven by stable income generated by our consolidated foreign subsidiaries.
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Reconciliation to U.S. GAAP Measures
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP to non-GAAP financial measures for the years ended December 31, 2022, 2021 and 2020:
Revenue
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in thousands) | ||||||||||
| GAAP Revenue | $ | 2,002,887 | $ | 4,976,387 | $ | 2,114,838 | ||||
| Capital-allocation based income | (756,252) | (3,998,483) | (1,231,472) | |||||||
| Deconsolidation of former affiliate | — | — | (87,235) | |||||||
| Expense reimbursements | (166,090) | (132,810) | (110,457) | |||||||
| Investment income and other | 5,462 | 21,984 | 30,359 | |||||||
| Fee-Related Revenue | $ | 1,086,007 | $ | 867,078 | $ | 716,033 |
Expenses
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in thousands) | ||||||||||
| GAAP Expenses | $ | 1,944,799 | $ | 916,566 | $ | 817,556 | ||||
| Depreciation and amortization expense | (32,990) | (21,223) | (7,137) | |||||||
| Interest expense | (21,612) | (16,291) | (18,993) | |||||||
| Expenses related to consolidated TPG Funds and Public SPACs | (3,316) | (20,764) | (7,963) | |||||||
| Deconsolidation of former affiliate | — | — | (96,324) | |||||||
| Expense reimbursements | (166,090) | (132,810) | (110,457) | |||||||
| Performance allocation compensation | (416,556) | — | — | |||||||
| Equity-based compensation | (627,714) | — | — | |||||||
| Non-core expenses and other | (44,364) | (36,951) | 37,901 | |||||||
| Fee-Related Expenses | $ | 632,157 | $ | 688,527 | $ | 614,583 |
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Net income
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in thousands) | ||||||||||
| Net Income | $ | (56,235) | $ | 4,655,997 | $ | 1,438,932 | ||||
| Net (income) loss attributable to redeemable interests in Public SPACs | (14,648) | (155,131) | 195,906 | |||||||
| Net (income) loss attributable to non-controlling interests in consolidated TPG Funds | — | (19,287) | 12,380 | |||||||
| Net loss attributable to other non-controlling interests | (11,293) | (2,081,170) | (548,504) | |||||||
| Gain on deconsolidation | — | — | (401,695) | |||||||
| Amortization expense | 14,153 | 14,195 | — | |||||||
| Equity-based compensation | 634,759 | — | ||||||||
| Unrealized performance allocations, net | 117,924 | (856,505) | (267,432) | |||||||
| Unrealized investment income | 48,796 | (295,390) | (20,009) | |||||||
| Unrealized (gain) loss on derivatives | (1,119) | (20,626) | 21,056 | |||||||
| Income taxes | (26,454) | — | — | |||||||
| Non-recurring items | (5,620) | (2,220) | 10,833 | |||||||
| After-tax Distributable Earnings | $ | 700,263 | $ | 1,239,863 | $ | 441,467 | ||||
| Income taxes | $ | 59,623 | $ | 9,308 | $ | 9,305 | ||||
| Distributable Earnings | $ | 759,886 | $ | 1,249,171 | $ | 450,772 | ||||
| Realized performance allocations, net | (282,383) | (999,603) | (313,490) | |||||||
| Realized investment income and other, net | (42,038) | (92,720) | (57,231) | |||||||
| Depreciation expense | 4,590 | 6,775 | 6,556 | |||||||
| Interest expense, net | 13,795 | 14,928 | 14,843 | |||||||
| Other | — | — | — | |||||||
| Fee-Related Earnings | $ | 453,850 | $ | 178,551 | $ | 101,450 |
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Balance sheet
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP to non-GAAP financial measures as of December 31, 2022 and December 31, 2021:
| As of December 31, | |||||||
|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2022 | 2021 | |||||
| Total GAAP Assets | $ | 7,941,738 | $ | 8,962,013 | |||
| Impact of consolidated TPG Funds and Public SPACs | |||||||
| Cash and cash equivalents | (5,097) | (5,371) | |||||
| Assets held in Trust Account | (653,635) | (1,000,027) | |||||
| Due from affiliates | (45) | (74) | |||||
| Other assets | (412) | (18,993) | |||||
| Subtotal for consolidated TPG Funds and Public SPACs | (659,189) | (1,024,465) | |||||
| Impact of other consolidated entities | |||||||
| Cash and cash equivalents | (415,797) | (730,359) | |||||
| Due from affiliates | (211,097) | 81,557 | |||||
| Investments | (4,110,535) | (4,204,888) | |||||
| Other assets | (134,505) | (282,272) | |||||
| Subtotal for other consolidated entities | (4,871,934) | (5,135,962) | |||||
| Reclassification adjustments (1) | |||||||
| Due from affiliates | 8,458 | (13,930) | |||||
| Investments | (1,219,333) | (1,904,158) | |||||
| Accrued performance allocations | 642,519 | 1,344,348 | |||||
| Investments in funds | 576,814 | 559,810 | |||||
| Other assets | 81,354 | 105,092 | |||||
| Subtotal for reclassification adjustments | 89,812 | 91,162 | |||||
| Total Book Assets | $ | 2,500,427 | $ | 2,892,748 |
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| As of December 31, | |||||||
|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2022 | 2021 | |||||
| Total GAAP Liabilities | $ | 4,202,232 | $ | 1,700,572 | |||
| Impact of consolidated TPG Funds and Public SPACs | |||||||
| Accounts payable and accrued expenses | (236) | (8,484) | |||||
| Derivative liabilities of Public SPACs | (667) | (13,048) | |||||
| Deferred underwriting | (22,750) | (35,000) | |||||
| Subtotal for consolidated TPG Funds and Public SPACs | (23,653) | (56,532) | |||||
| Impact of other consolidated entities | |||||||
| Accounts payable and accrued expenses | (90,685) | (131,737) | |||||
| Due to affiliates | (134,562) | (820,998) | |||||
| Accrued performance allocation compensation | (3,269,889) | — | |||||
| Other liabilities | (206,276) | (238,055) | |||||
| Subtotal for other consolidated entities | (3,701,412) | (1,190,790) | |||||
| Reclassification adjustments (1) | |||||||
| Accounts payable and accrued expenses | 40,698 | 522,653 | |||||
| Due to affiliates | (5,301) | (6,001) | |||||
| Other liabilities | (19,815) | (191) | |||||
| Subtotal for reclassification adjustments | 15,582 | 516,461 | |||||
| Total Book Liabilities | $ | 492,749 | $ | 969,711 | |||
| Total GAAP redeemable equity from consolidated Public SPACs | $ | 653,635 | $ | 1,000,027 | |||
| Impact of consolidated TPG Funds and Public SPACs (2) | (653,635) | (1,000,027) | |||||
| Total Book redeemable equity from consolidated Public SPACs | $ | — | $ | — | |||
| Total GAAP Equity | $ | 3,085,871 | $ | 6,261,414 | |||
| Impact of consolidated TPG Funds and Public SPACs | 18,099 | 32,094 | |||||
| Impact of other consolidated entities | (1,170,522) | (3,945,172) | |||||
| Reclassification adjustments (1) | 74,230 | (425,299) | |||||
| Net Book Value | $ | 2,007,678 | $ | 1,923,037 |
___________
(1)Certain amounts were reclassified to reflect how we utilize our non-GAAP balance sheet measures. We separately analyze our investments on a non-GAAP basis between accrued performance fees and other investments, which consists of co-investments into our funds and other equity method investments. Additionally, we reclassified U.S. GAAP financial statement amounts due from affiliates and certain amounts within other assets, net for non-GAAP purposes and reclassified U.S. GAAP financial statement amounts due to affiliates and other liabilities within accounts payable, accrued expenses and other for non-GAAP purposes.
(2)The $653.6 million and $1,000.0 million redeemable equity, respectively, represent ownership interest in each SPAC that is not owned by the TPG Operating Group and is presented separately from U.S. GAAP partners’ capital in the accompanying Consolidated Financial Statements.
Operating Metrics
We monitor certain operating metrics that are common to the asset management industry and that we believe provide important data regarding our business. The following operating metrics do not include those of our former affiliate or other investments that will not be included in the TPG Operating Group.
Assets Under Management
AUM represents the sum of (i) fair value of the investments and financial instruments held by our TPG funds managed by us, plus the capital that we are entitled to call from investors in those funds and co-investors, pursuant to the terms of their respective capital commitments, net of outstanding leverage, including capital commitments to funds that have yet to commence their investment periods; (ii) the net asset value of our hedge funds; (iii) the gross amount of assets (including leverage) for our mortgage REIT and collateralized fundraising vehicles; and (iv) IPO proceeds held in trust, excluding interest, as well as forward purchase agreements and proceeds associated with the private investment in public equity related to our SPACs upon the consummation of a business combination. Our definition of AUM is not based on any definition of AUM that may be set forth in the agreements governing the investment funds that we manage or calculated pursuant to any regulatory definitions.
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The tables below present rollforwards of our total AUM for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 113,618 | $ | 89,526 | $ | 84,994 | ||||
| Capital Raised | 30,024 | 20,456 | 7,016 | |||||||
| Realizations | (15,530) | (25,389) | (10,673) | |||||||
| Changes in Investment Value (1) | 6,922 | 29,025 | 8,189 | |||||||
| AUM as of end of period | $ | 135,034 | $ | 113,618 | $ | 89,526 |
___________
(1)Changes in investment value consists of changes in fair value, capital invested and available capital and other investment activities, including the change in net asset value of our hedge funds.
The following table summarizes our AUM by platform as of December 31, 2022, 2021 and 2020:
| As of December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 66,392 | $ | 55,337 | $ | 49,761 | ||||
| Growth | 23,138 | 21,960 | 16,388 | |||||||
| Real Estate | 19,503 | 12,678 | 10,380 | |||||||
| Impact | 16,429 | 13,549 | 5,941 | |||||||
| Market Solutions | 9,572 | 10,094 | 7,056 | |||||||
| AUM as of end of period | $ | 135,034 | $ | 113,618 | $ | 89,526 |
AUM increased from approximately $113.6 billion as of December 31, 2021 to approximately $135.0 billion as of December 31, 2022. During the year ended December 31, 2022, new capital of $30.0 billion was raised primarily attributable to TPG IX, Asia VIII and THP II within the Capital platform, TREP IV within the Real Estate platform and Rise III within the Impact platform. Realizations totaled $15.5 billion and were primarily attributable to TPG VII, TPG VIII and Asia VII within the Capital platform, Growth IV within the Growth platform, TRTX and TREP III within the Real Estate platform and Rise I within the Impact platform. AUM also increased due to portfolio appreciation of 8% recognized during the year ended December 31, 2022.
AUM increased from approximately $89.5 billion as of December 31, 2020 to approximately $113.6 billion as of December 31, 2021. During the year ended December 31, 2021, new capital of $20.5 billion was raised primarily attributable to Rise Climate within the Impact platform, TTAD II and Growth V within the Growth platform, TAC+ within the Real Estate platform and AAF within the Capital platform. Realizations totaled $25.4 billion and were primarily attributable to the Capital platform, including TPG VI, TPG VII and TPG VIII and Growth III within the Growth platform. These were offset by portfolio appreciation of 38% recognized during the year ended December 31, 2021.
Fee Earning Assets Under Management
Fee earning AUM or FAUM represents only the AUM from which we are entitled to receive management fees. FAUM is the sum of all the individual fee bases that are used to calculate our management fees and differs from AUM in the following respects: (i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which we are entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our private equity funds, are reflected based on capital commitments and invested capital as opposed to fair value because fees are generally not impacted by changes in the fair value of underlying investments. We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees. Our definition of FAUM is not based on any definition of AUM or FAUM that is set forth in the agreements governing the investment funds and products that we manage.
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The table below present rollforwards of our FAUM for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 60,094 | $ | 50,655 | $ | 49,899 | ||||
| Fee Earning Capital Raised(1) | 23,769 | 10,443 | 4,398 | |||||||
| Net Change in Actively Invested Capital(2) | (1,365) | (1,003) | (2,213) | |||||||
| Reduction in Fee Base of Certain Funds(3) | (4,553) | (1) | (1,429) | |||||||
| FAUM as of end of period | $ | 77,945 | $ | 60,094 | $ | 50,655 |
___________
(1)Fee Earning Capital Raised represents capital raised by our funds for which management fees calculated based on commitments were activated during the period.
(2)Net Change in Actively Invested Capital includes capital invested during the period, net of return of capital distributions and changes in net asset value of hedge funds. It also includes adjustments related to funds with a fee structure based on the lower of cost or fair value.
(3)Reduction in Fee Base represents decreases in the fee basis for funds where the investment or commitment fee period has expired, and the fee base has reduced from commitment base to actively invested capital. It also includes reductions for funds that are no longer fee paying.
The following table summarizes our FAUM by platform as of December 31, 2022, 2021 and 2020:
| As of December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 35,371 | $ | 26,208 | $ | 27,381 | ||||
| Real Estate | 13,324 | 6,235 | 5,904 | |||||||
| Impact | 12,739 | 10,801 | 4,439 | |||||||
| Growth | 10,830 | 10,514 | 8,397 | |||||||
| Market Solutions | 5,681 | 6,336 | 4,534 | |||||||
| FAUM as of end of period | $ | 77,945 | $ | 60,094 | $ | 50,655 |
FAUM increased from $60.1 billion as of December 31, 2021 to $77.9 billion as of December 31, 2022. The increase was related to fee earning capital raised activity totaling $23.8 billion primarily attributable to the activation of TPG IX, Asia VIII and THP II within the Capital platform, which were activated during the third quarter of 2022. The increase was also attributable to the activation of TREP IV in the Real Estate platform, which was activated during the first quarter of 2022 and the activation of Rise III in the Impact platform, which was activated during the second quarter of 2022. These increases were partially offset by a decrease in actively invested capital of TPG VII within the Capital platform and reduction in fee base of TPG VIII and Asia VII within the Capital platform. For the year ended December 31, 2022, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.35%.
FAUM increased from $50.7 billion as of December 31, 2020 to $60.1 billion as of December 31, 2021. The increase was primarily attributable to the activation of Rise Climate, within the Impact platform during the third quarter of 2021, the activation of Growth V, within the Growth platform during the third quarter of 2020, and the acquisition of NewQuest offset by net change in actively invested capital of TPG VII within the Capital platform. For the year ended December 31, 2021, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.30%.
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Net Accrued Performance Allocations
Net accrued performance allocations represents both unrealized and undistributed performance allocations resulting from our general partner interests in our TPG funds.
The table below summarizes our net accrued performance allocations by fund vintage year and platform as of December 31, 2022 and 2021:
| As of December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in millions) | ||||||
| Fund Vintage | ||||||
| 2017 & Prior | $ | 298 | $ | 898 | ||
| 2018 | 54 | 95 | ||||
| 2019 | 193 | 245 | ||||
| 2020 | 62 | 68 | ||||
| 2021 | 35 | 40 | ||||
| 2022 | 1 | — | ||||
| Net Accrued Performance Allocations | $ | 643 | $ | 1,346 |
| As of December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in millions) | ||||||
| Platform | ||||||
| Capital | $ | 362 | $ | 856 | ||
| Growth | 162 | 289 | ||||
| Impact | 62 | 89 | ||||
| Real Estate | 30 | 38 | ||||
| Market Solutions | 27 | 74 | ||||
| Net Accrued Performance Allocations | $ | 643 | $ | 1,346 |
Net accrued performance allocations were primarily comprised of TPG VII, TPG VIII, Asia VII and Growth IV as of December 31, 2022 and TPG VII, TPG VIII, Asia VI, Asia VII and Growth III as of December 31, 2021.
We also utilize Performance Allocation Generating AUM and Performance Allocation Eligible AUM as key metrics to understand AUM that could produce performance allocations. Performance Allocation Generating AUM refers to the AUM of funds we manage that are currently above their respective hurdle rate or preferred return, and profit of such funds are being allocated to, or earned by, us in accordance with the applicable limited partnership agreements or other governing agreements. Performance Allocation Eligible AUM refers to the AUM that is currently, or may eventually, produce performance allocations. All funds for which we are entitled to receive a performance allocation or incentive fee are included in Performance Allocations Eligible AUM.
Performance Allocation Generating AUM totaled $85.3 billion and $78.0 billion as of December 31, 2022 and December 31, 2021, respectively. Across our TPG funds, Performance Allocation Eligible AUM totaled $121.0 billion and $102.1 billion as of December 31, 2022 and December 31, 2021, respectively.
AUM Subject to Fee Earning Growth
AUM Subject to Fee Earning Growth represents capital commitments that when deployed have the ability to grow our fees through earning new management fees (AUM Not Yet Earning Fees) or when capital is invested and management fees can be charged at a higher rate (FAUM Subject to Step-Up).
AUM Not Yet Earning Fees represents the amount of capital commitments to TPG investment funds and co-investment vehicles that has not yet been invested or considered active, and as this capital is invested or activated, the fee-
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paying portion will be included in FAUM. FAUM Subject to Step-Up represents capital raised within certain funds where the management fee rate increases once capital is invested. Subject to certain limitations, limited partners in these funds pay a lower fee on committed and undrawn capital. As capital is drawn down for investments, the fees paid on that capital increases. FAUM Subject to Step-Up is included within FAUM.
The table below reflects AUM Subject to Fee Earning Growth by platform as of December 31, 2022, 2021 and 2020:
| As of December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in millions) | ||||||||||
| AUM Not Yet Earning Fees: | ||||||||||
| Capital | $ | 3,551 | $ | 1,054 | $ | 1,436 | ||||
| Growth | 2,863 | 3,279 | 1,518 | |||||||
| Market Solutions | 1,573 | 1,056 | 1,108 | |||||||
| Real Estate | 1,172 | 1,201 | 255 | |||||||
| Impact | 939 | 258 | 300 | |||||||
| Total AUM Not Yet Earning Fees | $ | 10,098 | $ | 6,848 | $ | 4,617 | ||||
| FAUM Subject to Step-Up: | ||||||||||
| Capital | $ | 2,129 | $ | 1,865 | $ | 3,388 | ||||
| Real Estate | 777 | 678 | 2,230 | |||||||
| Total FAUM Subject to Step-Up: | 2,906 | 2,543 | 5,618 | |||||||
| Total AUM Subject to Fee Earning Growth | $ | 13,004 | $ | 9,391 | $ | 10,235 |
As of December 31, 2022, AUM Not Yet Earning Fees was $10.1 billion, which primarily consisted of TPG VII, TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, TAC+ within the Real Estate platform and TSCF within the Market Solutions platform.
As of December 31, 2021, AUM Not Yet Earning Fees was $6.8 billion, which primarily consisted of TPG VII within the Capital platform, TTAD II within the Growth platform, TAC+ within the Real Estate platform and TSCF within the Market Solutions platform.
Associated with FAUM Subject to Step-Up, management fee rates on undrawn commitments for these respective underlying TPG funds range between 0.75% and 1.00% and step-up to rates in the range of 1.25% and 1.75% after capital is invested. FAUM Subject to Step-Up as of December 31, 2022 relates to TPG IX and THP II within the Capital platform and TREP III within the Real Estate platform. FAUM Subject to Step-Up as of December 31, 2021 related to TPG VIII and THP I within the Capital platform and TREP III within the Real Estate platform.
Capital raised is the aggregate amount of capital commitments raised by TPG’s investment funds and co-investment vehicles during a given period, as well as IPO and forward purchase agreements associated with our Public SPACs and private investment in public equity upon the consummation of a business combination associated with one of our Public SPACs. We believe this measure is useful to investors as it measures access to capital across TPG and our ability to grow our management fee base. The table below presents capital raised by platform for years ended December 31, 2022, 2021 and 2020:
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| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 15,319 | $ | 4,174 | $ | 1,546 | ||||
| Real Estate | 7,295 | 1,970 | 29 | |||||||
| Impact | 3,616 | 7,172 | 423 | |||||||
| Growth | 2,207 | 4,893 | 1,882 | |||||||
| Market Solutions | 1,587 | 2,247 | 3,136 | |||||||
| Total Capital Raised | $ | 30,024 | $ | 20,456 | $ | 7,016 |
Capital raised totaled approximately $30.0 billion for the year ended December 31, 2022. This was primarily attributable to the fundraising activities of TPG IX, Asia VIII and THP II within the Capital platform, Rise III within the Impact platform, TREP IV within the Real Estate platform and TDM within the Growth platform during the year ended December 31, 2022.
Capital raised totaled approximately $20.5 billion for the year ended December 31, 2021. This was attributable to the first closing of Rise Climate within the Impact platform, TTAD II and Growth V within the Growth platform, AAF within the Capital platform and TAC+ within the Real Estate platform during the year ended December 31, 2021. Capital raised during 2020 was attributable to the closings TPG VIII and THP I within the Capital platform, Rise II within the Impact platform and TPG Pace within the Market Solutions platform.
Available Capital
Available capital is the aggregate amount of unfunded capital commitments that partners have committed to our funds and co-invest vehicles to fund future investments, as well as IPO and forward purchase agreement proceeds associated with our Public SPACs, and private investment in public equity commitments by investors upon the consummation of a business combination associated with our Public SPACs. Available capital is reduced for investments completed using fund-level financing arrangements; however, it is not reduced for investments that we have committed to make yet remain unfunded at the reporting date. We believe this measure is useful to investors as it provides additional insight into the amount of capital that is available to our investment funds and co-investment vehicles to make future investments. The table below presents available capital by platform as of as of December 31, 2022, 2021 and 2020:
| As of December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 19,759 | $ | 10,696 | $ | 15,549 | ||||
| Real Estate | 8,193 | 2,278 | 2,538 | |||||||
| Impact | 7,697 | 7,951 | 2,441 | |||||||
| Growth | 4,211 | 4,943 | 2,995 | |||||||
| Market Solutions | 3,098 | 2,552 | 2,158 | |||||||
| Available Capital | $ | 42,958 | $ | 28,420 | $ | 25,681 |
Available capital increased from approximately $28.4 billion as of December 31, 2021 to approximately $43.0 billion as of December 31, 2022. The increase was attributable to capital raised in TPG IX, Asia VIII and THP II within the Capital platform, TREP IV within the Real Estate platform, and Rise III within the Impact platform, partially offset by capital invested in TPG VIII within the Capital platform and Rise Climate within the Impact platform.
Available capital increased from approximately $25.7 billion as of December 31, 2020 to approximately $28.4 billion as of December 31, 2021. The increase was attributable to capital raised in Rise Climate within the Impact platform and TTAD II in the Growth platform and TAC + within the Real Estate platform, partially offset by capital invested in TPG VIII within the Capital platform.
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Capital Invested
Capital invested is the aggregate amount of capital invested during a given period by TPG’s investment funds, co-investment vehicles and SPACs in conjunction with the completion of a business combination. It excludes hedge fund activity. Capital invested includes investments made using investment financing arrangements like credit facilities, as applicable. The table below presents capital invested by platform for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 6,250 | $ | 10,624 | $ | 5,896 | ||||
| Impact | 3,667 | 1,711 | 556 | |||||||
| Growth | 3,123 | 3,333 | 1,956 | |||||||
| Real Estate | 2,954 | 4,537 | 1,493 | |||||||
| Market Solutions | 559 | 1,434 | — | |||||||
| Capital Invested | $ | 16,553 | $ | 21,639 | $ | 9,901 |
Capital invested was $16.6 billion for the year ended December 31, 2022 which was primarily attributable to TPG VIII within the Capital platform, Rise Climate within the Impact platform, TTAD II within the Growth platform and TRTX within the Real Estate platform.
Capital invested increased to $21.6 billion for the year ended December 31, 2021 compared to $9.9 billion for the year ended December 31, 2020, which was primarily attributable to TPG VIII and AAF within the Capital platform, TRTX within the Real Estate platform, Growth V within the Growth platform, Rise II within the Impact platform, and TPG Pace within the Market Solutions platform.
Realizations
Realizations represent the aggregate investment proceeds generated by our TPG investment funds and co-investment vehicles and Public SPACs in conjunction with the completion of a business combination. The table below presents realizations by platform for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 9,782 | $ | 15,773 | $ | 6,967 | ||||
| Real Estate | 2,573 | 3,022 | 1,830 | |||||||
| Growth | 2,223 | 4,423 | 1,798 | |||||||
| Impact | 548 | 1,131 | 78 | |||||||
| Market Solutions | 404 | 1,040 | — | |||||||
| Total Realizations | $ | 15,530 | $ | 25,389 | $ | 10,673 |
Realizations were $15.5 billion for the year ended December 31, 2022 compared to $25.4 billion for the year ended December 31, 2021. This was primarily attributable to lower realization activities during the year ended December 31, 2022 in TPG VII, TPG VIII, Asia VII and THP I within the Capital platform, Growth IV and TTAD I within the Growth platform and TRTX and TREP III within the Real Estate platform.
Realizations totaled $25.4 billion for the year ended December 31, 2021 compared to $10.7 billion for the year ended December 31, 2020. This was primarily attributable to a higher pace of realization activities in TPG VI and TPG VII within the Capital platform and Growth III within the Growth platform.
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Fund Performance Metrics
Fund performance information for our investment funds as of December 31, 2022 is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. These fund performance metrics do not include co-investment vehicles. The fund return information for individual funds reflected in this discussion and analysis is not necessarily indicative of our firmwide performance and is also not necessarily indicative of the future performance of any particular fund. An investment in us is not an investment in any of our funds. This track record presentation is unaudited and does not purport to represent the respective fund’s financial results in accordance with U.S. GAAP. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A.Risk Factors—Risks Related to Our Business—Our funds’ historical returns should not be considered as indicative of our or our funds’ future results or of any returns expected on an investment in our Class A common stock.”
The following tables reflect the performance of our funds as of December 31, 2022:
| Fund | Vintage Year (1) | Capital Committed (2) | Capital Invested (3) | Realized Value (4) | Unrealized Value (5) | Total Value (6) | Gross IRR (7) | Gross MoM (7) | Net IRR (8) | Investor Net MoM (9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | |||||||||||||||||||||||||||||||
| Platform: Capital | |||||||||||||||||||||||||||||||
| Capital Funds | |||||||||||||||||||||||||||||||
| Air Partners | 1993 | $ | 64 | $ | 64 | $ | 697 | $ | — | $ | 697 | 81 | % | 10.9x | 73 | % | 8.9x | ||||||||||||||
| TPG I | 1994 | 721 | 696 | 3,095 | — | 3,095 | 47 | % | 4.4x | 36 | % | 3.5x | |||||||||||||||||||
| TPG II | 1997 | 2,500 | 2,554 | 5,010 | — | 5,010 | 13 | % | 2.0x | 10 | % | 1.7x | |||||||||||||||||||
| TPG III | 1999 | 4,497 | 3,718 | 12,360 | — | 12,360 | 34 | % | 3.3x | 26 | % | 2.6x | |||||||||||||||||||
| TPG IV | 2003 | 5,800 | 6,157 | 13,733 | 1 | 13,734 | 20 | % | 2.2x | 15 | % | 1.9x | |||||||||||||||||||
| TPG V | 2006 | 15,372 | 15,564 | 22,071 | 1 | 22,072 | 6 | % | 1.4x | 5 | % | 1.4x | |||||||||||||||||||
| TPG VI | 2008 | 18,873 | 19,220 | 32,670 | 993 | 33,663 | 14 | % | 1.7x | 10 | % | 1.5x | |||||||||||||||||||
| TPG VII | 2015 | 10,495 | 10,055 | 19,302 | 4,351 | 23,653 | 27 | % | 2.3x | 21 | % | 1.9x | |||||||||||||||||||
| TPG VIII | 2019 | 11,505 | 10,686 | 2,735 | 14,053 | 16,788 | 54 | % | 1.7x | 35 | % | 1.4x | |||||||||||||||||||
| TPG IX | 2022 | 8,876 | 513 | — | 595 | 595 | NM | NM | NM | NM | |||||||||||||||||||||
| Capital Funds | 78,703 | 69,227 | 111,673 | 19,994 | 131,667 | 23 | % | 1.9x | 15 | % | 1.7x | ||||||||||||||||||||
| Asia Funds | |||||||||||||||||||||||||||||||
| Asia I | 1994 | 96 | 78 | 71 | — | 71 | (3) | % | 0.9x | (10) | % | 0.7x | |||||||||||||||||||
| Asia II | 1998 | 392 | 764 | 1,669 | — | 1,669 | 17 | % | 2.2x | 14 | % | 1.9x | |||||||||||||||||||
| Asia III | 2000 | 724 | 623 | 3,316 | — | 3,316 | 46 | % | 5.3x | 31 | % | 3.8x | |||||||||||||||||||
| Asia IV | 2005 | 1,561 | 1,603 | 4,089 | — | 4,089 | 23 | % | 2.6x | 17 | % | 2.1x | |||||||||||||||||||
| Asia V | 2007 | 3,841 | 3,257 | 5,219 | 366 | 5,585 | 10 | % | 1.7x | 6 | % | 1.4x | |||||||||||||||||||
| Asia VI | 2012 | 3,270 | 3,242 | 2,654 | 4,419 | 7,073 | 17 | % | 2.2x | 13 | % | 1.8x | |||||||||||||||||||
| Asia VII | 2017 | 4,630 | 4,303 | 1,883 | 5,833 | 7,716 | 28 | % | 1.8x | 18 | % | 1.5x | |||||||||||||||||||
| Asia VIII | 2022 | 3,428 | 321 | — | 321 | 321 | NM | NM | NM | NM | |||||||||||||||||||||
| Asia Funds | 17,942 | 14,191 | 18,901 | 10,939 | 29,840 | 21 | % | 2.1x | 15 | % | 1.7x | ||||||||||||||||||||
| Healthcare Funds | |||||||||||||||||||||||||||||||
| THP I | 2019 | 2,704 | 2,432 | 814 | 2,662 | 3,476 | 45 | % | 1.5x | 25 | % | 1.3x | |||||||||||||||||||
| THP II | 2022 | 1,956 | 225 | — | 261 | 261 | NM | NM | NM | NM | |||||||||||||||||||||
| Healthcare Funds | 4,660 | 2,657 | 814 | 2,923 | 3,737 | 45 | % | 1.5x | 25 | % | 1.3x | ||||||||||||||||||||
| Continuation Vehicles | |||||||||||||||||||||||||||||||
| TPG AAF | 2021 | 1,317 | 1,314 | 75 | 2,425 | 2,500 | 61 | % | 1.9x | 51 | % | 1.7x | |||||||||||||||||||
| TPG AION | 2021 | 207 | 207 | — | 207 | 207 | — | % | 1.0x | (1) | % | 1.0x | |||||||||||||||||||
| Continuation Vehicles | 1,524 | 1,521 | 75 | 2,632 | 2,707 | 53 | % | 1.8x | 44 | % | 1.6x | ||||||||||||||||||||
| Platform: Capital (excl-Legacy (15)) | 102,829 | 87,596 | 131,463 | 36,488 | 167,951 | 23 | % | 2.0x | 15 | % | 1.7x | ||||||||||||||||||||
| Legacy Funds | |||||||||||||||||||||||||||||||
| TES I | 2016 | 303 | 206 | 215 | 165 | 380 | 28 | % | 1.8x | 19 | % | 1.5x | |||||||||||||||||||
| Platform: Capital | 103,132 | 87,802 | 131,678 | 36,653 | 168,331 | 23 | % | 2.0x | 15 | % | 1.7x |
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| Fund | Vintage Year (1) | Capital Committed (2) | Capital Invested (3) | Realized Value (4) | Unrealized Value (5) | Total Value (6) | Gross IRR (7) | Gross MoM (7) | Net IRR (8) | Investor Net MoM (9) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | ||||||||||||||||||||||||||
| Platform: Growth | ||||||||||||||||||||||||||
| Growth Funds | ||||||||||||||||||||||||||
| STAR | 2007 | 1,264 | 1,259 | 1,862 | 69 | 1,931 | 13 | % | 1.5x | 6 | % | 1.3x | ||||||||||||||
| Growth II | 2011 | 2,041 | 2,184 | 4,712 | 610 | 5,322 | 22 | % | 2.5x | 16 | % | 2.0x | ||||||||||||||
| Growth III | 2015 | 3,128 | 3,315 | 4,534 | 2,387 | 6,921 | 28 | % | 2.1x | 19 | % | 1.7x | ||||||||||||||
| Growth IV | 2017 | 3,739 | 3,568 | 1,834 | 4,556 | 6,390 | 25 | % | 1.8x | 17 | % | 1.5x | ||||||||||||||
| Gator | 2019 | 726 | 686 | 645 | 604 | 1,249 | 38 | % | 1.8x | 28 | % | 1.6x | ||||||||||||||
| Growth V | 2020 | 3,558 | 2,409 | 316 | 3,123 | 3,439 | 40 | % | 1.5x | 25 | % | 1.3x | ||||||||||||||
| Growth Funds | 14,456 | 13,421 | 13,903 | 11,349 | 25,252 | 21 | % | 1.9x | 15 | % | 1.6x | |||||||||||||||
| TDM | 2017 | 1,326 | 443 | — | 1,029 | 1,029 | 28 | % | 2.3x | 23 | % | 2.0x | ||||||||||||||
| Tech Adjacencies Funds | ||||||||||||||||||||||||||
| TTAD I | 2018 | 1,574 | 1,497 | 789 | 1,924 | 2,713 | 36 | % | 1.8x | 29 | % | 1.6x | ||||||||||||||
| TTAD II | 2021 | 2,963 | 1,567 | — | 1,569 | 1,569 | (7) | % | 1.0x | (16) | % | 0.9x | ||||||||||||||
| Tech Adjacencies Funds | 4,537 | 3,064 | 789 | 3,493 | 4,282 | 33 | % | 1.5x | 25 | % | 1.3x | |||||||||||||||
| Platform: Growth (excl-Legacy (15)) | 20,319 | 16,928 | 14,692 | 15,871 | 30,563 | 21 | % | 1.9x | 15 | % | 1.6x | |||||||||||||||
| Legacy Funds | ||||||||||||||||||||||||||
| Biotech III | 2008 | 510 | 468 | 979 | 355 | 1,334 | 17 | % | 2.9x | 12 | % | 2.2x | ||||||||||||||
| Biotech IV | 2012 | 106 | 99 | 121 | 3 | 124 | 7 | % | 1.3x | 2 | % | 1.1x | ||||||||||||||
| Biotech V | 2016 | 88 | 81 | 27 | 54 | 81 | — | % | 1.0x | (4) | % | 0.9x | ||||||||||||||
| ART | 2013 | 258 | 242 | 27 | 239 | 266 | 2 | % | 1.1x | (2) | % | 0.9x | ||||||||||||||
| Platform: Growth | 21,281 | 17,818 | 15,846 | 16,522 | 32,368 | 20 | % | 1.9x | 14 | % | 1.6x | |||||||||||||||
| Platform: Impact | ||||||||||||||||||||||||||
| The Rise Funds | ||||||||||||||||||||||||||
| Rise I | 2017 | 2,106 | 1,885 | 1,271 | 2,438 | 3,709 | 25 | % | 2.0x | 17 | % | 1.6x | ||||||||||||||
| Rise II | 2020 | 2,176 | 1,836 | 89 | 2,365 | 2,454 | 36 | % | 1.4x | 20 | % | 1.2x | ||||||||||||||
| Rise III | 2022 | 2,034 | 358 | — | 358 | 358 | NM | NM | NM | NM | ||||||||||||||||
| The Rise Funds | 6,316 | 4,079 | 1,360 | 5,161 | 6,521 | 26 | % | 1.7x | 17 | % | 1.4x | |||||||||||||||
| TSI | 2018 | 333 | 133 | 368 | — | 368 | 35 | % | 2.8x | 25 | % | 2.1x | ||||||||||||||
| Evercare | 2019 | 621 | 416 | 16 | 523 | 539 | 8 | % | 1.3x | 3 | % | 1.1x | ||||||||||||||
| Rise Climate | 2021 | 7,268 | 2,218 | 34 | 2,335 | 2,369 | 29 | % | 1.1x | (21) | % | 0.9x | ||||||||||||||
| TPG NEXT(19) | 2022 | 510 | — | — | — | — | NM | NM | NM | NM | ||||||||||||||||
| Platform: Impact | 15,048 | 6,846 | 1,778 | 8,019 | 9,797 | 25 | % | 1.5x | 15 | % | 1.3x | |||||||||||||||
| Platform: Real Estate | ||||||||||||||||||||||||||
| TPG Real Estate Partners | ||||||||||||||||||||||||||
| DASA RE | 2012 | 1,078 | 576 | 1,068 | 5 | 1,073 | 21 | % | 1.9x | 15 | % | 1.6x | ||||||||||||||
| TREP II | 2014 | 2,065 | 2,211 | 3,189 | 412 | 3,601 | 29 | % | 1.7x | 19 | % | 1.5x | ||||||||||||||
| TREP III | 2018 | 3,722 | 3,946 | 1,753 | 3,339 | 5,092 | 22 | % | 1.4x | 16 | % | 1.3x | ||||||||||||||
| TREP IV | 2022 | 6,820 | 555 | 9 | 546 | 555 | NM | NM | NM | NM | ||||||||||||||||
| TPG Real Estate Partners | 13,685 | 7,288 | 6,019 | 4,302 | 10,321 | 24 | % | 1.6x | 17 | % | 1.4x | |||||||||||||||
| TRTX | 2014 | 1,916 | 14 | NM | NM | NM | NM | NM | NM | NM | NM | |||||||||||||||
| TAC+ | 2021 | 1,797 | 915 | 86 | 875 | 961 | 5 | % | 1.1x | 1 | % | 1.0x | ||||||||||||||
| Platform: Real Estate | 17,398 | 8,203 | 6,105 | 5,177 | 11,282 | 24 | % | 1.5x | 16 | % | 1.3x |
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| Fund | Vintage Year (1) | Capital Committed (2) | Capital Invested (3) | Realized Value (4) | Unrealized Value (5) | Total Value (6) | Gross IRR (7) | Gross MoM (7) | Net IRR (8) | Investor Net MoM (9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | |||||||||||||||||||||||||||||||
| Platform: Market Solutions | |||||||||||||||||||||||||||||||
| TPEP Long/Short | NM | NM | NM | NM | 2,249 | NM | NM (13) | NM | NM (13) | NM | |||||||||||||||||||||
| TPEP Long Only | NM | NM | NM | NM | 1,653 | NM | NM (13) | NM | NM (13) | NM | |||||||||||||||||||||
| TSCF | 2021 | 1,108 | 186 | 13 | 162 | 175 | (6) | % | 0.9x | (8) | % | 0.9x | |||||||||||||||||||
| TGS (18) | 2022 | 455 | 88 | — | 88 | 88 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG TIGER (18) | 2022 | 300 | 8 | — | 7 | 7 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG TIGER 2 (19) | 2022 | 130 | — | — | — | — | NM | NM | NM | NM | |||||||||||||||||||||
| NewQuest I (18) | 2011 | 390 | 291 | 767 | — | 767 | 48 | % | 3.2x | 37 | % | 2.3x | |||||||||||||||||||
| NewQuest II (18) | 2013 | 310 | 337 | 571 | 172 | 743 | 25 | % | 2.3x | 20 | % | 1.8x | |||||||||||||||||||
| NewQuest III (18) | 2016 | 541 | 523 | 358 | 502 | 860 | 16 | % | 1.7x | 10 | % | 1.4x | |||||||||||||||||||
| NewQuest IV (18) | 2020 | 1,000 | 784 | 103 | 1,007 | 1,110 | 45 | % | 1.5x | 25 | % | 1.3x | |||||||||||||||||||
| NewQuest V (18) (19) | 2022 | 378 | — | — | — | — | NM | NM | NM | NM | |||||||||||||||||||||
| Platform: Market Solutions (12) | 4,612 | 2,217 | 1,812 | 5,840 | 3,750 | 37 | % | 1.8x | 25 | % | 1.5x | ||||||||||||||||||||
| Discontinued Funds (16) | 5,870 | 4,103 | 5,303 | — | 5,303 | 7 | % | 1.3x | 3 | % | 1.1x | ||||||||||||||||||||
| Total (excl-Legacy (15) and Discontinued Funds (16)) | 160,206 | 121,790 | 155,850 | 71,395 | 223,343 | 23 | % | 1.9x | 15 | % | 1.6x | ||||||||||||||||||||
| Total | $ | 167,341 | $ | 126,989 | $ | 162,522 | $ | 72,211 | $ | 230,831 | 22 | % | 1.9x | 14 | % | 1.6x |
__________
Note: Past performance is not indicative of future results.
(1)Vintage Year, with respect to an investment or group of investments, as applicable, represents the year such investment, or the first investment in such a group, was initially consummated by the fund. For follow-on investments, Vintage Year represents the year that the fund’s first investment in the relevant company was initially consummated. Vintage Year, with respect to a fund, represents the year in which the fund consummated its first investment (or, if earlier, received its first capital contributions from investors). We adopted this standard for fund Vintage Year to better align with current market and investor benchmarking practices. For consistency with prior reporting, however, the Vintage Year classification of any fund that held its initial closing before 2018 remains unchanged and represents the year of such fund’s initial closing.
(2)Capital Committed represents the amount of inception to date commitments a particular fund has received.
(3)Capital Invested, with respect to an investment or group of investments, as applicable, represents cash outlays by the fund for such investment or investments (whether funded through investor capital contributions or borrowing under the fund’s credit facility), including capitalized expenses and unrealized bridge loans allocated to such investment or investments. Capital Invested may be reduced after the date of initial investment as a result of sell-downs. This does not include proceeds eligible for recycling under fund limited partnership agreements. Capital Invested does not include interest expense on borrowing under the fund’s credit facility.
(4)Realized Value, with respect to an investment or group of investments, as applicable, represents total cash received or earned by the fund in respect of such investment or investments through the quarter end, including all interest, dividends and other proceeds. Receipts are recognized when cash proceeds are received or earned. Proceeds from an investment that is subject to pending disposition are not included in Realized Value and remain in Unrealized Value until the disposition has been completed and cash has been received. Similarly, any proceeds from an investment that is pending liquidation, or a similar event are not included in Realized Value until the liquidation or similar event has been completed. In addition, monitoring, transaction and other fees are not included in Realized Value but are applied to offset management fees to the extent provided in the fund’s partnership agreement.
(5)Unrealized Value, with respect to an investment in a publicly traded security, is based on the closing market price of the security as of the quarter end on the principal exchange on which the security trades, as adjusted by the general partner for any restrictions on disposition. Unrealized Value, with respect to an investment that is not a publicly traded security, represents the general partner’s estimate of the unrealized fair value of the fund’s investment, assuming a reasonable period of time for liquidation of the investment, and taking into consideration the financial condition and operating results of the portfolio company, the nature of the investment, applicable restrictions on marketability, market conditions, foreign currency exposures and other factors the general partner may deem appropriate. Where applicable, such estimate has been adjusted from cost to reflect (i) company performance relative to internal performance markers and the performance of comparable companies; (ii) market performance of comparable companies; and (iii) recent, pending or proposed transactions involving us, such as recapitalizations, initial public offerings or mergers and acquisitions. Given the nature of private investments, valuations necessarily entail a degree of uncertainty and/or subjectivity. There can be no assurance that expected transactions will actually occur or that performance markers will be achieved, and therefore actual value may differ from such estimated value and these differences may be material and adverse. Except as otherwise noted, valuations are as of the quarter end.
(6)Total Value, with respect to an investment or group of investments, as applicable, is the sum of Realized Value and Unrealized Value of such investment or investments.
(7)Gross IRR and Gross MoM are calculated by adjusting Net IRR and Investor Net MoM to generally approximate investor performance metrics excluding management fees, fund expenses (other than interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments) and performance allocations. With respect to interest expense and other fees arising from amounts borrowed under
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the fund’s credit facility to fund investments, we have assumed that investor capital contributions were made in respect thereof as of the midpoint of each relevant quarter in which such amounts were incurred. We have further assumed that distributions to investors occurred in the middle of the month in which the related proceeds were received by the fund. Like the Net IRR, Gross IRR and Gross MoM (i) do not reflect the effect of taxes borne, or to be borne, by investors and (ii) excludes amounts attributable to the fund’s general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations. Such Gross IRR and Gross MoM represent an average of returns for all included investors and does not necessarily reflect the actual return of any particular investor. Gross IRR and Gross MoM are an approximation calculated by adjusting historical data using estimates and assumptions that we believe are appropriate for the relevant fund, but that inherently involve significant judgment. For funds that engaged in de minimis or no fund-level borrowing, Gross IRR is the discount rate at which (i) the present value of all Capital Invested in an investment or investments is equal to (ii) the present value of all realized and unrealized returns from such investment or investments. In this scenario, Gross IRR, with respect to an investment or investments, has been calculated based on the time that capital was invested by the fund in such investment or investments and that distributions were received by the fund in respect of such investment or investments, regardless of when capital was contributed to or distributed from the fund. Gross IRR does not reflect the effect of management fees, fund expenses, performance allocations or taxes borne, or to be borne, borne, by investors in the fund and would be lower if it did. For funds that engaged in de minimis or no fund-level borrowing, Gross MoM represents the multiple-of-money on capital invested by the fund for an investment or investments and is calculated as Total Value divided by Capital Invested (i.e., cash outlays by the fund for such investment or investments, whether funded through investor capital contributions or borrowing under the fund’s credit facility). Gross MoM is calculated on a gross basis and does not reflect the effect of management fees, fund expenses, performance allocations or taxes borne, or to be borne, by investors in the fund, and would be lower if it did.
(8)Net IRR represents the compound annualized return rate (i.e., the implied discount rate) of a fund, which is calculated using investor cash flows in the fund, including cash received from capital called from investors, cash distributed to investors and the investors’ ending capital balances as of the quarter end. Net IRR is the discount rate at which (i) the present value of all capital contributed by investors to the fund (which excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital) is equal to (ii) the present value of all cash distributed to investors and the investors’ ending capital balances. Net IRR reflects the impact of management fees, fund expenses (including interest expense arising from amounts borrowed under the fund’s credit facility) and performance allocations, but does not reflect the effect of taxes borne, or to be borne, by investors. The Net IRR calculation assumes that investor contributions and distributions occurred in the middle of the month in which they were made. The Net IRR calculation excludes amounts attributable to the general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations. Net IRR represents an average return for all included investors, including those that pay reduced management fees and/or carried interest, and does not necessarily reflect the actual return of any particular investor. An actual investor that paid management fees and/or carried interest at rates higher than the average would have a lower individual Net IRR. In addition, management fees, fund expenses and carried interest differ from fund to fund, and therefore the impact of such amounts in a particular fund should not be assumed to reflect the impact such amounts would have on any other fund, including in respect of any fund in which a prospective investor is considering an investment. Net IRR for a platform does not include the cash flows for funds that are not currently presenting a Net IRR to their investors.
(9)Investor Net MoM, with respect to a fund, represents the multiple-of-money on contributions to the fund by investors. Investor Net MoM is calculated as the sum of cash distributed to investors and the investors’ ending capital balances as of the quarter end, divided by the amount of capital contributed to the fund by investors (which amount excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital). Investor Net MoM reflects the impact of management fees, fund expenses (including interest expense arising from amounts borrowed under the fund’s credit facility) and performance allocations, but does not reflect the effect of taxes borne, or to be borne, by investors. The Investor Net MoM calculation excludes amounts attributable to the fund’s general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations. Investor Net MoM represents an average multiple-of-money for all included investors and does not necessarily reflect the actual return of any particular investor. An actual investor that paid management fees and/or carried interest at rates higher than the average would have a lower individual net MoM. In addition, management fees, fund expenses and carried interest differ from fund to fund, and therefore the impact of such amounts in a particular fund should not be assumed to reflect the impact such amounts would have on any other fund, including in respect of any fund in which a prospective investor is considering an investment.
(10)“NM” signifies that the relevant data would not be meaningful. Performance metrics are generally deemed “NM” for an investment or group of investments when, among other reasons, a fund is in its initial period of operation, or the holding period of the investment or investments is in its initial period of holding, which in each case we typically determine to mean up to twelve months, or the investment or investments do not have a significant cost basis. IRR metrics are generally deemed “NM” prior to the fund calling capital for the applicable investment(s).
(11)Amounts shown are in US dollars. When an investment is made in another currency, (i) Capital Invested is calculated using the exchange rate at the time of the investment, (ii) Unrealized Value is calculated using the exchange rate at the quarter end and (iii) Realized Value reflects actual US dollar proceeds to the fund. A fund may enter into foreign currency hedges in connection with an investment made in a currency other than US dollars. Capital Invested with respect to such investment includes the cost of establishing foreign currency hedges. For hedges entered into to facilitate payment of the purchase price for an investment, gains or losses on such hedges are applied, respectively, to reduce or increase Capital Invested with respect to such investment. Thereafter during the life of such investment, (i) Capital Invested includes any inception-to-date net realized losses on such hedges, (ii) Unrealized Value includes the unrealized fair value of such hedges as estimated by the general partner and (iii) Realized Value includes any inception-to-date net realized gain on such hedges. For hedges entered into in anticipation of receipt of exit proceeds, (i) losses on such hedges are first applied to offset exit proceeds, with any remaining losses applied to increase Capital Invested and (ii) gains on such hedges are first applied to reverse any inception-to-date net realized losses that were previously included in Capital Invested, with any remaining gains applied to increase Realized Value. Where a foreign currency hedge is implemented as part of the investment structure below the fund, such hedge is similarly reflected in Capital Invested and Realized Value to the extent that there are corresponding cash outflows from and inflows to the fund in respect of such hedge, and otherwise is included in Unrealized Value.
(12)Our special purpose acquisition companies (“SPACs”) which include Pace Holdings Corp., TPG Pace Holdings Corp., TPG Pace Tech Opportunities Corp., TPG Pace Beneficial Finance Corp., TPG Pace Energy Holdings Corp., TPG Pace Solutions Corp., TPG Pace Beneficial II Corp. and AfterNext HealthTech Acquisition Corp. within the Market Solutions platform are not reflected. Gross IRR, Gross MoM and Net IRR are not meaningful for SPAC products as they are designed to identify an investment and merge to become a public company.
(13)As of December 31, 2022, TPEP Long/Short had estimated inception-to-date gross returns of 148% and net returns of 109%. These performance estimates represent the composite performance of TPG Public Equity Partners, LP and TPG Public Equity Partners Master Fund, L.P., adjusted as described below. The performance estimates are based on an investment in TPG Public Equity Partners, LP made on September 1, 2013, the date of TPEP’s inception, with the performance estimates for the period from January 1, 2016 to present being based on an investment in TPG Public Equity Partners Master Fund, L.P. made through TPG Public Equity Partners-A, L.P., the “onshore feeder.” Gross performance figures (i) are
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presented after any investment-related expenses, net interest, other expenses and the reinvestment of dividends; (ii) include any gains or losses from “new issue” securities; and (iii) are adjusted for illustration purposes to reflect the reduction of a hypothetical 1.5% annual management fee. Net performance assumes a 20% performance allocation. Performance results for a particular investor may vary from the performance stated as a result of, among other things, the timing of its investment(s) in TPEP, different performance allocation terms, different management fees, the feeder through which the investor invests and the investor’s eligibility to participate in gains and losses from “new issue” securities. Unrealized Value represents net asset value before redemptions.
As of December 31, 2022, TPEP Long Only had estimated inception-to-date gross returns of 14% and net returns of 14%. These performance estimates represent performance for TPEP Long Only and are based on an investment in TPEP Long Only made on May 1, 2019, the date of TPEP Long Only’s inception, through TPG Public Equity Partners Long Opportunities-A, L.P., the “onshore feeder.” Gross performance figures are presented after any investment-related expenses, a 1% annual management fee, net interest, other expenses and the reinvestment of dividends, and include any gains or losses from “new issue” securities. Net performance assumes a 20% performance allocation, with the performance allocation only received upon outperforming the relevant benchmark. Performance results for a particular investor may vary from the performance stated as a result of, among other things, the timing of its investment(s) in TPEP Long Only, different performance allocation terms, different management fees, the feeder through which the investor invests and the investor’s eligibility to participate in gains and losses from “new issue” securities. Unrealized Value represents net asset value before redemptions.
(14)Capital Committed for TRTX includes $1,201 million of private capital raised prior to TRTX’s initial public offering in July 2017 and $716 million issued during and subsequent to TRTX’s initial public offering.
(15)Legacy funds represent funds whose strategies are not expected to have successor funds but that have not yet been substantially wound down.
(16)Discontinued funds represent legacy funds that have substantially been wound down or are fully liquidated. The following TPG funds are considered discontinued: Latin America, Aqua I, Aqua II, Ventures, Biotech I, Biotech II, TPG TFP, TAC 2007 and DASA PE.
(17)Total TPG track record amounts do not include results from RMB - Shanghai and RMB - Chongqing or China Ventures, a joint venture partnership.
(18)Unless otherwise specified, the fund performance information presented above for TGS, TPG TIGER, NewQuest I, NewQuest II, NewQuest III, NewQuest IV and NewQuest V is, due to the nature of their strategy, as of September 30, 2022. Accordingly, the fund performance information presented above for the funds does not reflect any fund activity for the quarter ended December 31, 2022 and therefore does not cover the same period presented for other funds. Any activity occurring during the quarter ended December 31, 2022 will be reflected in the performance information presented in future reporting.
(19)Certain funds recorded capital commitments prior to December 31, 2022, but were not activated or did not make their first investment. Therefore the only activity reflected in the track record with respect to these funds was the capital commitments.
Liquidity and Capital Resources
Our liquidity needs primarily include working capital and debt service requirements. We believe that our current sources of liquidity, which include cash generated by our operating activities, cash and funds available under our credit agreement, are sufficient to meet our projected operating expenses, pay dividends to holders of our common stock in accordance with our dividend policy, debt service requirements and other obligations as they arise for at least the next 12 months. To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of our existing investors will be diluted. The incurrence of additional debt financing would result in incremental debt service obligations, and any future instruments governing such debt could include operating and financial covenants that could restrict our operations.
The following table presents a summary of our cash flows for the periods presented:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| ($ in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 1,375,878 | $ | 1,474,820 | $ | 95,393 | |||||
| Net cash used in investing activities | (3,012) | (37,745) | (108,096) | ||||||||
| Net cash (used in) provided by financing activities | (1,238,080) | (1,322,566) | 250,329 | ||||||||
| Net increase in cash and cash equivalents | 134,786 | 114,509 | $ | 237,626 | |||||||
| Cash and cash equivalents, beginning of period | 985,864 | 871,355 | 633,729 | ||||||||
| Cash and cash equivalents, end of period | $ | 1,120,650 | $ | 985,864 | $ | 871,355 |
As of December 31, 2022, TPG’s total liquidity was $1,837.5 million, comprised of $1,107.5 million of cash and cash equivalents, excluding $13.2 million of restricted cash, as well as $700.0 million and $30.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility and the Subordinated Credit Facility (each as defined herein), respectively. Total cash of $1,120.7 million as of December 31, 2022 is comprised of $691.7 million of cash that is attributable to the TPG Operating Group and on balance sheet securitization vehicles. Total liquidity increased by $534.8 million, or 41%, relative to $1,302.7 million as of December 31, 2021. This increase was the result of $134.8
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million net increase in cash and cash equivalents primarily due to $1,375.9 million of cash provided by operating activities, partially offset by $1,238.1 million of net cash used in financing activities and $3.0 million of net cash used in investing activities.
Our operating activities primarily consist of investment management activities. The primary sources of cash within the operating activities section include: (i) management fees, (ii) monitoring, transaction and other fees, (iii) realized capital allocation-based income and (iv) investment sales from our consolidated funds. The primary uses of cash within the operating activities section include: (i) compensation and non-compensation related expenses and (ii) investment purchases from our consolidated funds. Additionally, operating activities also reflect the activity of our consolidated TPG Funds and Public SPACs, which primarily include proceeds from sales of investments offset by cash outflows for purchases of investments and deposits of SPAC IPO proceeds into trust accounts.
Operating activities provided $1,375.9 million and $1,474.8 million of cash for the years ended December 31, 2022 and 2021, respectively. Key drivers consisted of performance allocation and co-investment proceeds totaling $1,567.7 million and $2,179.1 million for the years ended December 31, 2022 and 2021, respectively. This was partially offset by changes in operating assets and liabilities for the years ended December 31, 2022 and 2021, respectively.
Investing Activities
Our investing activities primarily consist of lending to affiliates and capital expenditures. The primary sources of cash within the investing activities section include cash received from notes receivable from affiliates. The primary uses of cash within the investing activities section includes capital expenditures and cash advances on notes receivable from affiliates.
Investing activities used $3.0 million and $37.7 million of cash during the year ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, cash used by investing activities is primarily related to advances, offset by repayments of notes receivables from affiliates. During the year ended December 31, 2021, cash used by investing activities primarily related to the acquisition of NewQuest described in Note 3, “Acquisition,” to the Consolidated Financial Statements and transfers related to the Reorganization described in Note 1, “Organization,” to the Consolidated Financial Statements.
Financing Activities
Our financing activities reflect our capital markets transactions and transactions with owners. The primary sources of cash within the financing activities section includes proceeds from debt and notes issuances. The primary uses of cash within the financing activities section include dividends to holders of our common stock, distributions to partners and non-controlling interests and repayments of debt and notes. Net cash provided by financing activities also reflects the financing activity of our consolidated funds, which primarily include cash inflows and outflows from consolidated funds related to their capital activity.
Financing activities used $1,238.1 million and $1,322.6 million of cash during the year ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, cash used in financing activities primarily reflects the net impact of distributions to partners and non-controlling interests, the repayment of amounts borrowed under the Subordinated Credit Facility, and purchase of partnership interests with IPO proceeds, which is partially offset by the net proceeds from the IPO in January 2022. During the year ended December 31, 2021, cash used by financing activities primarily reflects the distributions to partners and non-controlling interests.
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Credit Facilities
Subordinated Credit Facility
In August 2014, one of our consolidated subsidiaries entered into two $15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of TPG Operating Group. In August 2022, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2023 to August 2024, replaced LIBOR as the applicable reference rate with SOFR and otherwise conformed the credit facility to accommodate SOFR as the reference rate. The interest rate for borrowings under the Subordinated Credit Facility is calculated at a term SOFR rate plus a 0.10% per annum adjustment and 2.25%.
During the year ended December 31, 2022, the subsidiary borrowed $30.0 million and made repayments of $30.0 million on the Subordinated Credit Facility, leaving a zero balance at December 31, 2022.
Secured Borrowings
Our secured borrowings are issued using on-balance sheet securitization vehicles. The secured borrowings are required to be repaid only from collections on the underlying securitized equity method investments and restricted cash of the securitization vehicles. The secured borrowings are separated into two tranches. Tranche A secured borrowings (the “Series A Securitization Notes”) were issued in May 2018 at a fixed rate of 5.33% with an aggregate principal balance of $200.0 million due June 20, 2038, with interest payable semiannually. Tranche B secured borrowings (the “Series B Securitization Notes” or, collectively with the Series A Securitization Notes, the “Securitization Notes”) were issued in October 2019 at a fixed rate of 4.75% with an aggregate principal balance of $50.0 million due June 20, 2038, with interest payable semiannually. The secured borrowings contain an optional redemption feature giving us the right to call the notes in full or in part, subject to a prepayment penalty if called before May 2023. If the secured borrowings are not redeemed on or prior to June 20, 2028, we will pay additional interest equal to 4.00% per annum.
The secured borrowings contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and financial covenants and limitations on certain consolidations, mergers and sales of assets. As of December 31, 2022, we were in compliance with these covenants and conditions.
Senior Unsecured Revolving Credit Facility
In March 2011, TPG Holdings, L.P. entered into a $400.0 million credit facility (the “Senior Unsecured Revolving Credit Facility”). In May 2018, TPG Holdings, L.P. amended and restated the Senior Unsecured Revolving Credit Facility Agreement to, among other things, reduce commitments to $300.0 million, extend the maturity to May 2023 and redefine certain components of the financial covenants. In November 2020, TPG Holdings, L.P. further amended and restated the facility to, among other things, release all collateral pledged under the prior amendment to the facility and to extend the maturity to November 2025.
In November 2021, TPG Holdings, L.P. entered into a fourth amendment and restatement of the Senior Unsecured Revolving Credit Facility Agreement under which certain terms were modified, including that TPG Holdings, L.P. may elect to have (i) TPG Operating Group II, L.P. (f/k/a TPG Holdings II, L.P.) assume its obligations as borrower under the Senior Unsecured Revolving Credit Facility (and thereby release TPG Holdings, L.P. from its obligations as borrower thereunder) and (ii) correspondingly release TPG Operating Group II, L.P., TPG Holdings I-A, LLC, TPG Holdings II-A, LLC and TPG Holdings III-A, L.P from their guarantees of the Senior Unsecured Revolving Credit Facility. TPG Holdings, L.P. made such election in conjunction with the Reorganization, upon which TPG Operating Group II, L.P. assumed its obligations as borrower under the Senior Unsecured Revolving Credit Facility (and TPG Holdings, L.P. was thereby released from its obligations as borrower thereunder) and correspondingly, TPG Operating Group II, L.P., TPG Holdings I-A, LLC, TPG Holdings II-A, LLC and TPG Holdings III-A, L.P were released from their guarantees of the Senior Unsecured Revolving Credit Facility.
In July 2022, we entered into a fifth amendment and restatement of the Senior Unsecured Revolving Credit Facility to among other things, (i) extend the maturity date of the revolving credit facility from November 2025 to July 2027, (ii) increase the aggregate revolving commitments thereunder from $300.0 million to $700.0 million and (iii) replace LIBOR as the applicable reference rate with SOFR and otherwise conform the credit facility to accommodate SOFR as the reference rate.
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Dollar-denominated principal amounts outstanding under the Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25% per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin not to exceed 1.25%. We are also required to pay a quarterly commitment fee on the unused commitments under the Amended Senior Unsecured Revolving Credit Facility not to exceed 0.15% per annum, as well as certain customary fees for any issued letters of credit.
In August 2022, we entered into a first amendment to the Amended Senior Unsecured Revolving Credit Facility, which provides that if the Company is not publicly rated, the applicable margin for borrowings under the facility may be determined using the Company’s leverage ratio.
During the year ended December 31, 2022, we made no borrowings or repayments on the Senior Unsecured Revolving Credit Facility, leaving a balance of zero at December 31, 2022. As of December 31, 2022, $700.0 million was available to be borrowed under the terms of the Senior Unsecured Revolving Credit Facility.
Senior Unsecured Term Loan
In December 2021, we entered into a credit agreement (the “Senior Unsecured Term Loan Agreement”) pursuant to which the lenders thereunder agreed to make term loans in a principal amount of up to $300.0 million during the period commencing on December 2, 2021 and ending on the date that is 30 days thereafter. Unused commitments were terminated at the end of such period. As of December 31, 2022, $200.0 million was outstanding under the Senior Unsecured Term Loan Agreement and will mature in December 2024. The proceeds from the term loan were used to make a ratable distribution to each of our investors and are not available for our operations.
In July 2022, we entered into an amended Senior Unsecured Term Loan Agreement. The amended Senior Unsecured Term Loan Agreement, among other things, replaces LIBOR as the applicable reference rate with SOFR, and otherwise conforms the term loan agreement to accommodate SOFR as the reference rate.
Principal amounts outstanding under the amended Senior Unsecured Term Loan Agreement accrue interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00% or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin of 1.00%.
Tax Receivable Agreement
The future exchanges by owners of Common Units for cash from a substantially concurrent public offering, reorganization or private sale (based on the price per share of the Class A common stock on the day before the pricing of such public offering or private sale) or, at our election, for shares of our Class A common stock on a one-for-one basis (or, in certain cases, for shares of nonvoting Class A common stock) are expected to produce or otherwise deliver to us favorable tax attributes that can reduce our taxable income. We (and our wholly-owned subsidiaries) are a party to a tax receivable agreement, under which generally we (or our wholly-owned subsidiaries) are required to pay the beneficiaries of the Tax Receivable Agreement 85% of the applicable cash savings, if any, in U.S. federal, state and local income tax that we actually realize or, in certain circumstances, are deemed to realize as a result of the Covered Tax Items. We generally retain the benefit of the remaining 15% of the applicable tax savings. The payment obligations under the Tax Receivable Agreement are obligations of TPG Inc. (or our wholly-owned subsidiaries), and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial.
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Contractual Obligations
In the ordinary course of business, we enter into contractual arrangements that require future cash payments. The following table sets forth information regarding our anticipated future cash payments under our contractual obligations as of December 31, 2022 (in thousands):
| Payments Due by Period | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 and Thereafter | ||||||||||||||||||||
| Operating lease obligations | $ | 172,983 | $ | 19,000 | $ | 25,319 | $ | 27,862 | $ | 19,765 | $ | 18,423 | $ | 62,614 | ||||||||||||
| Debt obligations (1) | 450,000 | — | 200,000 | — | — | — | 250,000 | |||||||||||||||||||
| Interest on debt obligations (2) | 323,770 | 24,186 | 23,611 | 13,035 | 13,035 | 13,035 | 236,868 | |||||||||||||||||||
| Capital commitments (3) | 365,790 | 365,790 | — | — | — | — | — | |||||||||||||||||||
| Total contractual obligations | $ | 1,312,543 | $ | 408,976 | $ | 248,930 | $ | 40,897 | $ | 32,800 | $ | 31,458 | $ | 549,482 |
__________
(1)Debt obligations presented in the table reflect scheduled principal payments related to the Securitization Notes and our Senior Unsecured Term Loan.
(2)Estimated interest payments on our debt obligations reflect amounts that would be paid over the life on the Securitization Notes based the Series A and B Securitization Notes respective fixed interest rates and assuming the debt is held until final maturity.
(3)Capital commitments represent our obligations to provide general partner capital funding to the TPG funds. These amounts are generally due on demand, and accordingly, have been presented as obligations payable in the “2023” column. We generally utilize proceeds from return of capital distributions and proceeds from secured borrowings to help fund these commitments.
Additional Contingent Obligations
As of December 31, 2022 and December 31, 2021, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $58.3 million related to STAR, net of tax, for which a performance allocation reserve was recorded within other liabilities in the Consolidated Financial Statements. The potential liquidation of STAR in 2023 could require clawback payments. Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to projected clawback as of December 31, 2022 and December 31, 2021 would be $1,869.4 million and $1,500.9 million on a pre-tax basis, respectively.
As of December 31, 2022 and December 31, 2021, we had guarantees outstanding totaling $100.8 million and $96.1 million, respectively, related to employee guarantees primarily related to a third-party lending program which enables certain of our eligible employees to obtain financing for co-invest capital commitment obligations with a maximum potential exposure of $163.7 million and $139.7 million, respectively.
Dividends
The following is a summary of cash dividends declared per share on our Class A common stock during the year ended December 31, 2022:
| Date Declared | Record Date | Payment date | Dividend per Class A Common Share | ||||
|---|---|---|---|---|---|---|---|
| May 10, 2022 | May 20, 2022 | June 3, 2022 | $ | 0.44 | |||
| August 9, 2022 | August 19, 2022 | September 2, 2022 | $ | 0.39 | |||
| November 9, 2022 | November 21, 2022 | December 2, 2022 | $ | 0.26 |
On February 15, 2023, our board of directors declared and approved a cash dividend of $0.50 per share of Class A common stock for the three months ended December 31, 2022. The Class A common stock dividend is payable on March 10, 2023, to the holders of record of our Class A common stock as of February 27, 2023.
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Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements, as defined in Regulation S-K.
Critical Accounting Policies
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities in our financial statements. We regularly assess these estimates; however, actual amounts could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.
An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions that are most critical to understanding and evaluating our reported financial results are: revenue recognition and fair value measurements.
Revenues
We recognize revenue in accordance with ASC 606. Revenue is recognized in a manner that depicts the transfer of promised goods or services to customers and for an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We are required to identify our contracts with customers, identify the performance obligations in a contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, variable consideration is included 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. The guidance requires us to assess whether we are the principal versus agent in the arrangement based on the notion of control, which affects recognition of revenue on a gross or net basis. Essentially all of our revenue and operations are directly or indirectly supporting affiliated investment funds and derived from or related to their underlying investments.
Management fees related to our funds are generally based on a fixed percentage of the committed capital or invested capital. The corresponding fee calculations that consider committed capital or invested capital are both objective in nature and therefore do not require the use of significant estimates or assumptions.
Incentive fees are generally calculated as a percentage of the profits earned in respect of certain accounts for which we are the investment adviser, subject to the achievement of minimum return levels or performance benchmarks. Incentive fees are typically subject to reversal until the end of a defined performance period, as these fees are affected by changes in the fair value of the AUM or advisement over such performance period. Moreover, incentive fees that are received prior to the end of the defined performance period are typically subject to clawback, net of tax. We recognize incentive fee revenue only when these amounts are realized and no longer subject to significant reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period.
Capital Allocation-Based Income is a disproportionate allocation (typically 20%) of performance allocations. We account for performance allocations under the equity method of accounting. Certain funds will allocate performance allocations to us, based on cumulative fund performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to the achievement of minimum return levels (typically 8%), in accordance with the terms set forth in each respective fund’s governing documents. We recognize income attributable to performance allocations from a fund based on the amount that would be due to us pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date. Accordingly, the amount recognized as performance allocation income reflects our share of the gains and losses of the associated fund’s underlying investments measured at their then-fair values, relative to the fair values as of the end of the prior period. Performance allocations are generally realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents. For any given period, performance allocations on our consolidated statements of operations may include reversals of previously recognized amounts due to a decrease in the value of a particular fund that results in a decrease of cumulative performance allocations earned to date. Since fund minimum level of returns are cumulative, previously recognized performance
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allocations also may be reversed in a period of appreciation that is lower than the particular fund’s minimum return levels. Each fund is considered separately in this regard and, for a given fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments, at their then current fair values, previously recognized and distributed performance allocation would be required to be returned, a liability is established for the potential clawback obligation. Our actual obligation, however, would not become payable or realized until the end of a fund’s life.
Fair Value Measurements
GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace—including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of their fair values, as follows:
•Level 1—Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.
•Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments classified in this category include securities with less liquidity traded in active markets, securities traded in other than active markets, and government and agency securities.
•Level 3—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument.
The fair value of the investments held by TPG funds is the primary input to the calculation of certain of our management fees and performance allocations. The TPG funds are accounted for as investment companies in accordance with GAAP guidance and reflect their investments, including majority-owned and controlled investments, at fair value. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, management’s determination of fair value is based on the best information available in the circumstances, which may incorporate management’s own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.
TPG has also elected the fair value option for certain other proprietary investments. TPG is required to measure certain financial instruments at fair value, including equity securities and derivatives.
Fair Value of Investments or Instruments that are Publicly Traded
Securities that are publicly traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities will include legal and contractual restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144.
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A discount to publicly traded price may be appropriate in those cases; the amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale. Refer to Note 2, “Summary of Significant Accounting Policies,” to our Consolidated Financial Statements for details on a recent accounting pronouncement related to the Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions and its expected impact on the Company’s Consolidated Financial Statements.
Fair Value of Investments or Instruments that are not Publicly Traded
Investments for which market prices are not observable include private investments in the equity or debt of operating companies or real estate properties. Our primary methodology for determining the fair values of such investments is generally the market approach. The most widely used methodology under the market approach relies upon valuations for comparable public companies, transactions or assets, and includes making judgments about which companies, transactions, or assets are comparable. We may also choose to incorporate a secondary methodology, generally used to corroborate the results of the market approach. This would typically be the income approach, which provides an indication of fair value based on the present value of cash flows that a business, security or property is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method, which includes significant assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate or exit multiple. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including direct capitalization method, option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability weighted methods or recent round of financing.
In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments.
Management Process on Fair Value
Due to the importance of fair value throughout the consolidated financial statements and the significant judgment required to be applied in arriving at those fair values, we have developed a process around valuation that incorporates several levels of approval and review from both internal and external sources. Investments held by TPG funds and investment vehicles are valued on at least a quarterly basis by our internal valuation or asset management teams, which are independent from our investment teams.
For investments valued utilizing a forward-looking market approach and/or income method, and where TPG has information rights, we generally have a direct line of communication with each of the Portfolio Company finance teams and collect financial data used to support projections used in the analysis. The respective product’s valuation team or deal team then analyzes the data received and updates the valuation models, reflecting any changes in the underlying forecast, cash flow projections, weighted-average cost of capital, exit multiple and any other valuation input relevant economic conditions.
The results of all valuations of investments held by TPG funds and investment vehicles are initially reviewed and approved by the relevant Product’s Valuation Committee. Each Product Valuation Committee is comprised of at least one member who does not participate in the process of making or disposing of investments. The valuations are subject to final approval by TPG’s Global Valuation Committee, which is comprised of senior employees and includes its Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Operating Officer and Chief Accounting Officer. Approval by any member of the Valuation Committee is related to such member’s role in the Committee, such that control function members’ (i.e., those members who do not participate in the process of making or disposing of investments) approval, for example, represents their confirmation that the process was run appropriately and that the deliberations were on the merits. To further corroborate results, each product’s valuation team generally engages an external valuation firm to provide positive assurance on a quarterly basis for a majority of Level III investments that have been held by TPG funds and investment vehicles for at least one full quarter. Investments may be excluded from review if the valuation is based on a recent transaction, upcoming transaction or certain categorical deals (e.g., Biotech deals).
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Recent Accounting Developments
Information regarding recent accounting developments and their effects to us can be found in Note 2, “Summary of Significant Accounting Policies,” to our audited Consolidated Financial Statements included elsewhere in this report.
FY 2021 10-K MD&A
SEC filing source: 0001880661-22-000008.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical financial statements and the related notes included elsewhere in this report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and elsewhere in this report, particularly in “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A.—Risk Factors” and “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data.” We assume no obligation to update any of these forward-looking statements.
Business Overview
We are a leading global alternative asset manager with approximately $113.6 billion in AUM as of December 31, 2021. We have built our firm through a 30-year history of successful innovation and organic growth, and we believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of both the alternative asset management industry and the global economy. We believe that we have a distinctive business approach as compared to other alternative asset managers and a diversified, innovative array of investment platforms that position us well to continue generating sustainable growth across our business.
Trends Affecting our Business
Our business is affected by a variety of factors, including conditions in the financial markets and economic and political conditions. Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and completely deploy the capital that we have raised. However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focus on attractive and resilient sectors of the global economy have historically contributed to the stability of our performance throughout market cycles.
In addition to these macroeconomic trends and market factors, our future performance is heavily dependent on our ability to attract new capital, generate strong, stable returns, source investments with attractive risk-adjusted returns and provide attractive investment products to a growing investor base. We believe the following factors will influence our future performance:
•The extent to which prospective fund investors favor alternative investments. Our ability to attract new capital is in part dependent on our current and prospective fund investors’ views of alternative investments relative to traditional asset classes. We believe that our fundraising efforts will continue to be subject to certain fundamental asset management trends, including (i) the increasing importance and market share of alternative investment strategies to fund investors of all types as fund investors focus on lower-correlated and absolute levels of return, (ii) the increasing demand for private markets from private wealth fund investors, (iii) shifting asset allocation policies of institutional fund investors in particular favoring private markets and (iv) increasing barriers to entry and growth.
•Our ability to generate strong, stable returns on behalf of our fund investors. Our ability to raise and retain capital is significantly dependent on our track record and the investment returns we are able to generate for our fund investors. The capital we raise drives growth in our AUM, fee earning assets under management, or “FAUM,” management fees and performance fees. Although our AUM, FAUM and fee-related revenues have grown significantly since our inception and in recent years, a significant deterioration in the returns we generate for our fund investors, adverse market conditions or an outflow of capital in the alternative asset management industry in general, or in the private equity segments in which we specialize, could negatively affect our future growth rate. In addition, market dislocations, contractions or volatility could adversely affect our returns in the future, which could in turn affect our fundraising abilities in the future, as both existing and prospective fund investors will consider our historical return profile in future asset allocations.
•Our ability to source investments with attractive risk-adjusted returns. Our ability to continue to grow our revenue is dependent on our continued ability to source attractive investments and efficiently deploy the capital that we have raised. Although the capital deployed in any one quarter may vary significantly from
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period to period due to the availability of attractive opportunities and the long-term nature of our investment strategies, we believe that our ability to efficiently and effectively invest our growing pool of fund capital puts us in a favorable position to maintain our revenue growth over time. Our ability to identify attractive investments and execute on those investments is dependent on a number of factors, including the general macroeconomic environment, market positioning, valuation, transaction size and the expected duration of such investment opportunities. A significant decrease in the quality or quantity of potential opportunities, particularly in our core focus sectors (including technology and healthcare), could adversely affect our ability to source investments with attractive risk-adjusted returns.
•The attractiveness of our product offerings to a broad and evolving investor base. Investors in our industry may have changing investment priorities and preferences over time, including with respect to risk appetite, portfolio allocation, desired returns and other considerations. Fund investors’ increasing desire to work with fewer managers has also resulted in heightened competition. We continue to expand and diversify our product offerings to increase investment options for our fund investors, while balancing this expansion with our goal of continuing to deliver consistent, attractive returns. Our track record of innovation and the organic incubation of new product platforms and strategies is representative of our adaptability and focus on delivering products that are in demand by our clients.
•Our ability to maintain our competitive advantage relative to competitors. Our data, analytical tools, deep industry knowledge, culture and teams allow us to provide our fund investors with attractive returns on their committed capital as well as customized investment solutions, including specialized services and reporting packages as well as experienced and responsive compliance, administration and tax capabilities. Our ability to maintain our advantage is dependent on a number of factors, including our continued access to a broad set of private market information, access to deal flow, retaining and developing our talent and our ability to grow our relationships with sophisticated partners.
Reorganization
On December 31, 2021, TPG undertook certain transactions as part of the Reorganization (as defined herein), which included transferring to RemainCo certain economic entitlements to performance allocations from certain of the TPG general partner entities as well as cash at the TPG Operating Group that related to those TPG general partner entities’ economic entitlements. We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest. We also transferred the TPG Operating Group’s co-investment interests in consolidated TPG Funds (as defined herein) which led to the deconsolidation of those funds as of December 31, 2021. Additionally, we transferred certain other economic entitlements associated with certain other investments, including our investment in certain TPG funds we do not consolidate, our former affiliate and other equity method investments. This did not include certain of our strategic equity method investments, including Harlem Capital partners, VamosVentures and LandSpire Group, as the economics of these investments continue to be part of the TPG Operating Group after the Reorganization.
Subsequent to December 31, 2021 and in connection with our IPO, TPG Partners, LLC converted from a limited liability company to a Delaware corporation and changed its name to TPG Inc. and completed the remainder of the Reorganization on January 12, 2022. Following our incorporation, the Reorganization, and the IPO, we are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing 25.6% of the Common Units and 100% of the interests in certain intermediate holding companies as of March 25, 2022. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs.
From 2009 to May 2020, TPG and the former affiliate were in a strategic partnership in which the former affiliate served as the dedicated global credit and credit-related investing platform associated with TPG. In May 2020, TPG and our former affiliate completed a transaction to become independent, unaffiliated businesses. As part of the agreement, TPG reduced its previous interest in the former affiliate and retained a passive minority economic stake in the former affiliate. On May 1, 2020, we deconsolidated the assets, liabilities and partners’ capital of our former affiliate from the consolidated financial statements, the impact of which is disclosed on the consolidated statements of cash flows. Our interest in the former affiliate was transferred to RemainCo in connection with the Reorganization.
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Basis of Accounting
TPG Group Holdings is considered the predecessor of TPG Inc. for accounting purposes, and TPG Group Holdings’ consolidated financial statements are our historical financial statements. Given the ultimate controlling partners of TPG Group Holdings control TPG Inc., who in turn controls the TPG Operating Group, we account for the acquisition of such continuing limited partners’ interests in our business, as part of the Reorganization, as a transfer of interests under common control. Accordingly, we carry forward the existing value of such continuing limited partners’ interest in the assets and liabilities recognized in the TPG Operating Group’s financial statements prior to our IPO into our financial statements following our IPO.
TPG Group Holdings’ historical financial statements include the consolidated accounts of management companies, general partners of pooled investment entities and certain consolidated TPG funds, which are held in TPG Operating Group I, L.P. (formerly known as “TPG Holdings I, L.P.” and referred to as “TPG Operating Group I”), TPG Operating Group II, L.P. (formerly known as “TPG Holdings II, L.P.” and referred to as “TPG Operating Group II”) and TPG Operating Group III, L.P. (formerly known as “TPG Holdings III, L.P.” and referred to as “TPG Operating Group III”). Prior to our IPO, the TPG Operating Group was controlled by TPG Group Holdings and as a result of the Reorganization is controlled by TPG Inc. after our IPO.
When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities, revenues, expenses, investment income, cash flows and other amounts, on a gross basis. While the consolidation of an entity does not impact the amounts of net income attributable to controlling interests, the consolidation does impact the financial statement presentation in accordance with GAAP. This is a result of the fact that the accounts of the consolidated entities being reflected on a gross basis, with intercompany transactions eliminated, while the allocable share of those amounts that are attributable to third parties are reflected as single line items. The single line items in which the accounts attributable to third parties are recorded are presented as non-controlling interests on the consolidated statements of financial condition and net income (loss) attributable to non-controlling interests on the consolidated statements of operations.
We are not required under GAAP to consolidate the majority of investment funds we advise in our consolidated financial statements because we do not have a more than insignificant variable interest. Pursuant to GAAP and prior to the Reorganization, we consolidate certain TPG funds and SPACs, which we refer to collectively as the “consolidated TPG Funds and Public SPACs,” in our consolidated financial statements for certain of the periods we present. Management fees and performance allocations from the consolidated TPG Funds and Public SPACs are eliminated in the consolidated financial statements. The assets and liabilities of the consolidated TPG Funds and Public SPACs are generally held within separate legal entities and, as a result, the liabilities of the consolidated TPG Funds and Public SPACs are non-recourse to us. Since we only consolidate a limited portion of our TPG investment funds, the performance of the consolidated TPG Funds and Public SPACs is not necessarily consistent with or representative of the aggregate performance trends of our TPG investment funds.
Impact of COVID-19
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a global pandemic. Numerous countries, including the United States, instituted a variety of restrictive measures to contain the viral spread, including mandatory quarantines and travel restrictions, leading to significant disruptions and uncertainty in the global financial markets. While many of the initial restrictions in the United States have been relaxed or removed, the risk of future outbreaks of COVID-19, or variants thereof, or of other public health crises remain. Further, certain public health restrictions remain in place and lifted restrictions may be reimposed to mitigate risks to public health. In 2021, the global economy began reopening, facilitating robust economic activity. However, the economic recovery is only partially underway and has been gradual, uneven and characterized by meaningful dispersion across sectors and regions with uncertainty regarding its ultimate length and trajectory. Further, the emergence of COVID-19 variants and related surges in cases have resulted in setbacks to the recovery, and subsequent surges could lead to renewed restrictions. Many public health experts believe that COVID-19 could persist or reoccur for years, and even if the lethality of the virus declines, such reoccurrence could trigger increased restrictions on business operations.
The COVID-19 pandemic has affected, and will continue to affect, our business. We continue to closely monitor developments related to COVID-19 and assess any potential negative impacts to our business. In particular, our future results may be adversely affected by (i) decreases in the value of investments in certain industries that have been materially impacted by the COVID-19 pandemic and related governmental measures, (ii) slowdowns in fundraising activity and (iii)
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reductions in our capital deployment pace. See “See Item 1A—Risk Factors—Risks Related to Our Business—Significant setbacks in the reopening of the global economy or reinstatement of lockdowns or other restrictions as a result of the ongoing COVID-19 pandemic may negatively impact our business and our results of operations, financial condition and cash flow.”
Operating Segments
We operate our business as a single operating and reportable segment, which is consistent with how our CEO, who is our chief operating decision maker, reviews financial performance and allocates resources. We operate collaboratively across platforms with a single expense pool.
Key Financial Measures
Our key financial and operating measures are discussed below.
Revenues
Fees and Other. Fees and other consists primarily of (i) management and incentive fees for providing investment management services to unconsolidated funds, collateralized loan obligations and other vehicles; (ii) monitoring fees for providing services to portfolio companies; (iii) transaction fees for providing advisory services, debt and equity arrangements and underwriting and placement services; and (iv) expense reimbursements from unconsolidated funds, portfolio companies and third-parties. These fee arrangements are documented within the contractual terms of the governing agreements and are recognized when earned, which generally coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction. Monitoring fees may provide for a termination payment following an initial public offering or change of control. These termination payments are recognized in the period in which the related transaction closes.
Capital Allocation-Based Income. Capital allocation-based income is earned from the TPG funds when we have (i) a general partner’s capital interest and (ii) performance allocations which entitle us to a disproportionate allocation of investment income or loss from an investment fund’s limited partners. We are entitled to a performance allocation (typically 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to the achievement of minimum return levels (typically 8%), in accordance with the terms set forth in the respective fund’s governing documents. We account for our investment balances in the TPG Funds, including performance allocations, under the equity method of accounting because we are presumed to have significant influence as the general partner or managing member; however, we do not have control as defined by Accounting Standards Codification Topic 810-Consolidation (“ASC 810”). The Company accounts for its general partner interests in capital allocation-based arrangements as financial instruments under Accounting Standard Codification Topic 323-Investments – Equity Method and Joint Ventures (“ASC 323”) as the general partner has significant governance rights in the TPG funds in which it invests which demonstrates significant influence. Accordingly, performance allocations are not deemed to be within the scope of Accounting Standards Codification Topic 606-Revenue from Contracts with Customers (“ASC 606”).
Expenses
Compensation and Benefits. Compensation and benefits expense includes (i) base cash compensation consisting of salaries and wages, (ii) benefits and (iii) discretionary cash bonuses. Performance allocation payments in the legal form of equity made directly or indirectly to our partners and professionals are distributed pro rata based on ownership percentages in the underlying investment partnership and are accounted for as distributions on the equity held by such partners rather than as compensation and benefits expense.
General, Administrative and Other. General and administrative expenses include costs primarily related to professional services, occupancy, travel, communication and information services and other general operating items.
Depreciation and Amortization. Depreciation and amortization of tenant improvements, furniture and equipment and intangible assets are expensed on a straight-line basis over the useful life of the asset.
Interest Expense. Interest expense includes interest paid and accrued on our outstanding debt and along with the amortization of deferred financing costs.
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Expenses of consolidated TPG Funds and Public SPACs. Expenses of consolidated TPG Funds and Public SPACs consists of interest expenses and other expenses related primarily to professional services fees, research expenses, trustee fees, travel expenses and other costs associated with organizing and offering these funds.
Investment Income
Net Gains (Losses) from Investment Activities. Realized gains (losses) may be recognized when we redeem all or a portion of an investment interest or when we receive a distribution of capital. Unrealized gains (losses) result from the appreciation (depreciation) in the fair value of our investments. Fluctuations in net gains (losses) from investment activities between reporting periods are primarily driven by changes in the fair value of our investment portfolio and, to a lesser extent, the gains (losses) on investments disposed of during the period. The fair value of, as well as the ability to recognize gains from, our investments is significantly impacted by the global financial markets. This impact affects the net gains (losses) from investment activities recognized in any given period. Upon the disposition of an investment, previously recognized unrealized gains (losses) are reversed and an offsetting realized gain (loss) is recognized in the period in which the investment is sold. Since our investments are carried at fair value, fluctuations between periods could be significant due to changes to the inputs to our valuation process over time.
Interest, Dividends and Other. Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. Dividends and other investment income are recorded when the right to receive payment is established.
Net Gains (Losses) from Investment Activities of consolidated TPG Funds and Public SPACs. Net gains (losses) from investment activities includes (i) realized gains (losses) from the sale of equity, securities sold and not yet purchased, debt and derivative instruments and (ii) unrealized gains (losses) from changes in the fair value of such instruments.
Unrealized Gains (Losses) on Derivative Liabilities of consolidated Public SPACs. Unrealized gains (losses) on derivative liabilities are changes in the fair value of derivative contracts entered into by our consolidated Public SPAC entities, which are included in current period earnings.
Interest, Dividends and Other of consolidated TPG Funds and Public SPACs. Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. Dividends and other investment income are recorded when the right to receive payment is established.
Income Tax Expense. Income tax expense consists of taxes paid or payable by our operating subsidiaries. We have been historically treated as a partnership for U.S. federal and state income tax purposes. As such, income generated by us flows through to its partners and is generally not subject to U.S. federal or state income tax at the TPG Group Holdings level. Certain consolidated subsidiaries are subject to taxation in the U.S. (federal, state and local) and foreign jurisdictions as a result of each subsidiary’s respective entity classification utilized for tax reporting purposes. We are taxed as a corporation for U.S. federal and state income tax purposes and, as a result, 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 any taxable income generated by us.
Non-controlling Interests. For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than TPG. The aggregate of the income or loss and corresponding equity that is not owned by us is included in Non-controlling Interests in the consolidated financial statements.
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Key Components of our Results of Operations
Results of Operations
The following table provides information regarding our consolidated results of operations for the periods presented:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in thousands) | ||||||||||
| Revenues | ||||||||||
| Fees and other | $ | 977,904 | $ | 883,366 | $ | 1,031,878 | ||||
| Capital allocation-based income | 3,998,483 | 1,231,472 | 955,977 | |||||||
| Total revenues | 4,976,387 | 2,114,838 | 1,987,855 | |||||||
| Expenses | ||||||||||
| Compensation and benefits | 579,698 | 522,715 | 585,254 | |||||||
| General, administrative and other | 278,590 | 260,748 | 347,400 | |||||||
| Depreciation and amortization | 21,223 | 7,137 | 8,741 | |||||||
| Interest expense | 16,291 | 18,993 | 15,532 | |||||||
| Expenses of consolidated TPG Funds and Public SPACs: | ||||||||||
| Interest expense | 740 | 722 | 2,265 | |||||||
| Other | 20,024 | 7,241 | 9,289 | |||||||
| Total expenses | 916,566 | 817,556 | 968,481 | |||||||
| Investment income | ||||||||||
| Income from investments: | ||||||||||
| Net gains (losses) from investment activities | 353,219 | (5,839) | 71,694 | |||||||
| Gain on deconsolidation | — | 401,695 | — | |||||||
| Interest, dividends and other | 6,460 | 8,123 | 18,992 | |||||||
| Investment income of consolidated TPG Funds and Public SPACs: | ||||||||||
| Net gains (losses) from investment activities | 23,392 | (18,691) | 75,211 | |||||||
| Unrealized gains (losses) on derivative liabilities of Public SPACs | 211,822 | (239,269) | (15,300) | |||||||
| Interest, dividends and other | 10,321 | 5,410 | 16,161 | |||||||
| Total investment income | 605,214 | 151,429 | 166,758 | |||||||
| Income before income taxes | 4,665,035 | 1,448,711 | 1,186,132 | |||||||
| Income tax expense | 9,038 | 9,779 | 5,689 | |||||||
| Net income | 4,655,997 | 1,438,932 | 1,180,443 | |||||||
| Less: | ||||||||||
| Net income (loss) attributable to redeemable equity in Public SPACs | 155,131 | (195,906) | (9,684) | |||||||
| Net income (loss) attributable to non-controlling interests in consolidated TPG Funds | 19,287 | (12,380) | 58,055 | |||||||
| Net income attributable to other non-controlling interests | 2,455,825 | 719,640 | 651,558 | |||||||
| Net income attributable to controlling interests | $ | 2,025,754 | $ | 927,578 | $ | 480,514 |
Disaffiliation of Former Affiliate
As a result of the disaffiliation agreement with our former affiliate, effective May 1, 2020, we no longer consolidated our former affiliate and began accounting for our remaining interest as an equity method investment. Accordingly, prior to May 1, 2020, our historical financial statements include the consolidated results of our former
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affiliate, including its revenues, expenses and operating activities. Beginning May 1, 2020, the equity earnings related to this investment are included within investment income. The impact of the deconsolidation is a key driver of certain fluctuations discussed herein when comparing the year ended December 31, 2021 to the year ended December 31, 2020, as well as the year ended December 31, 2020 to the year ended December 31, 2019.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Revenues
Revenues consisted of the following for the years ended December 31, 2021 and December 31, 2020:
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Management fees | $ | 731,974 | $ | 699,492 | $ | 32,482 | 5 | % | ||||||
| Transaction, monitoring and other fees, net | 91,300 | 53,874 | 37,426 | 69 | % | |||||||||
| Expense reimbursements and other | 154,630 | 130,000 | 24,630 | 19 | % | |||||||||
| Total fees and other | 977,904 | 883,366 | 94,538 | 11 | % | |||||||||
| Performance allocations | 3,792,861 | 1,203,520 | 2,589,341 | 215 | % | |||||||||
| Capital interests | 205,622 | 27,952 | 177,670 | 636 | % | |||||||||
| Total capital allocation-based income | 3,998,483 | 1,231,472 | 2,767,011 | 225 | % | |||||||||
| Total revenues | $ | 4,976,387 | $ | 2,114,838 | $ | 2,861,549 | 135 | % |
Fees and other revenues increased by $94.5 million, or 11% during the year ended December 31, 2021, compared to the year ended December 31, 2020. The change is comprised of increases in transaction, monitoring and other fees, net of $37.4 million, an increase in management fees of $32.5 million, and increases in expense reimbursements and other of $24.6 million.
Management Fees. The increase in management fees was primarily driven by additional management fees from Growth V of $54.3 million, which held its final close in the third quarter of 2021 and raised approximately $1.9 billion in 2021. Additional management fees were also earned from Rise Climate of $40.5 million, which held its initial closings in 2021 and raised approximately $6.7 billion. The acquisition of NewQuest also contributed an additional $13.7 million of management fees during the year ended December 31, 2021. The increases were primarily offset by the deconsolidation of our former affiliate, which resulted in lower management fees of $73.4 million due to a partial year of fees earned for the year ended December 31, 2020 compared to no fees earned during the year ended December 31, 2021, as well as a decline in management fees of $22.2 million earned from Growth IV. Certain management fees in the year ended December 31, 2021 were considered catch-up fees as a result of additional capital commitments from limited partners to Growth V and Rise II in the amounts of $9.2 million and $0.2 million, respectively. Both funds had their initial closing in 2020.
Transaction, Monitoring and Other Fees, Net. The change in transaction, monitoring and other fees, net was primarily driven by an increase in capital markets fees of $52.3 million due to increased debt and equity capital market transactions within the TPG portfolio companies during the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was offset by $9.5 million of incentive fees earned by our former affiliate prior to its deconsolidation on May 1, 2020.
Expense Reimbursements and Other. The change in expense reimbursements and other was largely driven by additional reimbursements from TPG funds of $13.7 million and additional services provided to our former affiliate and portfolio companies of $10.7 million.
Performance Allocations. Performance allocations increased by $2,589.3 million, to $3,792.9 million for the year ended December 31, 2021, compared to $1,203.5 million for the year ended December 31, 2020. The increase primarily resulted from realized and unrealized portfolio appreciation of 38% during the year ended December 31, 2021 compared to realized and unrealized appreciation of the portfolio of 18% during the year ended December 31, 2020. Realized performance allocations for the years ended December 31, 2021 and 2020 totaled $1,956.2 million and $532.8 million, respectively. Unrealized performance allocations for the years ended December 31, 2021 and 2020 totaled $1,836.7 million and $670.7 million, respectively.
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The table below highlights performance allocations for the years ended December 31, 2021 and 2020, and separates the entities listed into two categories to reflect the Reorganization: (1) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (2) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPG Operating Group Shared: | ||||||||||||||
| TPG VII | $ | 902,941 | $ | 541,513 | $ | 361,428 | 67 | % | ||||||
| TPG VIII | 558,759 | — | 558,759 | NM | ||||||||||
| Asia VI (1) | 381,295 | 51,189 | 330,106 | 645 | % | |||||||||
| Asia VII | 426,270 | 90,080 | 336,190 | 373 | % | |||||||||
| THP | 114,805 | 35,159 | 79,646 | 227 | % | |||||||||
| TES | 8,232 | (3,257) | 11,489 | 353 | % | |||||||||
| AAF | 32,237 | — | 32,237 | NM | ||||||||||
| Platform: Capital | 2,424,539 | 714,684 | 1,709,855 | 239 | % | |||||||||
| Growth III (1) | 64,111 | 290,365 | (226,254) | (78) | % | |||||||||
| Growth IV | 326,824 | 102,949 | 223,875 | 217 | % | |||||||||
| Growth V | 82,612 | — | 82,612 | NM | ||||||||||
| TTAD I | 108,458 | 71,827 | 36,631 | 51 | % | |||||||||
| TDM | 54,325 | 12,252 | 42,073 | 343 | % | |||||||||
| Evercare | 13,731 | — | 13,731 | NM | ||||||||||
| Platform: Growth | 650,061 | 477,393 | 172,668 | 36 | % | |||||||||
| Rise I | 142,938 | 131,495 | 11,443 | 9 | % | |||||||||
| Rise II | 69,253 | — | 69,253 | NM | ||||||||||
| Platform: Impact | 212,191 | 131,495 | 80,696 | 61 | % | |||||||||
| TREP III | 152,658 | — | 152,658 | NM | ||||||||||
| Platform: Real Estate | 152,658 | — | 152,658 | NM | ||||||||||
| TPEP | 29,804 | 1,426 | 28,378 | 1990 | % | |||||||||
| NewQuest | 16,186 | — | 16,186 | NM | ||||||||||
| Strategic Capital | 2,793 | — | 2,793 | NM | ||||||||||
| Platform: Market Solutions | 48,783 | 1,426 | 47,357 | 3321 | % | |||||||||
| Total TPG Operating Group Shared: | $ | 3,488,232 | $ | 1,324,998 | $ | 2,163,234 | 163 | % | ||||||
| TPG Operating Group Excluded: | ||||||||||||||
| TPG IV | 3,580 | (21,884) | 25,464 | 116 | % | |||||||||
| TPG VI | 32,031 | (154,708) | 186,739 | 121 | % | |||||||||
| Asia IV | 1,430 | 37 | 1,393 | 3765 | % | |||||||||
| Asia V | 74,956 | (10,134) | 85,090 | 840 | % | |||||||||
| MMI | 1,333 | — | 1,333 | NM | ||||||||||
| TPG TFP | 201 | 133 | 68 | 51 | % | |||||||||
| Platform: Capital | 113,531 | (186,556) | 300,087 | 161 | % |
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| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Growth II | 45,141 | 42,472 | 2,669 | 6 | % | |||||||||
| Growth II Gator | 65,167 | 51,913 | 13,254 | 26 | % | |||||||||
| Biotech II | (342) | 256 | (598) | (234) | % | |||||||||
| Biotech III | 30,681 | 48,183 | (17,502) | (36) | % | |||||||||
| Biotech IV | 1,977 | — | 1,977 | NM | ||||||||||
| Biotech V | (4,095) | 253 | (4,348) | (1719) | % | |||||||||
| STAR | — | 11,809 | (11,809) | (100) | % | |||||||||
| Platform: Growth | 138,529 | 154,886 | (16,357) | (11) | % | |||||||||
| TREP II | 40,000 | 17,357 | 22,643 | 130 | % | |||||||||
| DASA - Real Estate | (1,954) | (10,486) | 8,532 | 81 | % | |||||||||
| Platform: Real Estate | 38,046 | 6,871 | 31,175 | 454 | % | |||||||||
| TSI | 14,523 | 14,470 | 53 | — | % | |||||||||
| Platform: Impact | 14,523 | 14,470 | 53 | — | % | |||||||||
| Former affiliate funds | — | (111,149) | 111,149 | 100 | % | |||||||||
| Other | — | (111,149) | 111,149 | 100 | % | |||||||||
| Total TPG Operating Group Excluded (2) | $ | 304,629 | $ | (121,478) | $ | 426,107 | 351 | % | ||||||
| Total Performance Allocations | $ | 3,792,861 | $ | 1,203,520 | $ | 2,589,341 | 215 | % |
___________
(1)After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%; however, we intend to allocate the full amount as performance allocation compensation expense. As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.
(2)The TPG Operating Group Excluded entities’ performance allocations is not a component of net income attributable to TPG following the Reorganization; however, the TPG general partner entities continue to be consolidated by us. We transferred the rights to the performance allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021. As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022. See “Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data” which reflects the projected impact of the Reorganization.
The increase in total performance allocations for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily generated by realized and unrealized appreciation in TPG VII, TPG VIII, Asia VI, Asia VII, THP, Growth IV, TREP III, TPG VI, and Asia V.
As of December 31, 2021, accrued performance allocations for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $4.1 billion. As of December 31, 2021, accrued performance allocations for Common Unit holders TPG Operating Group excluded TPG general partner entities totaled $1.3 billion.
Capital Interest. Capital interest income increased by $177.7 million to $205.6 million for the year ended December 31, 2021 from $28.0 million for the year ended December 31, 2020. The increase was primarily driven by income from our investments in the Capital and Real Estate platforms.
Expenses
Compensation and Benefits. Compensation and benefits expense increased by $57.0 million, or 11%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by a $73.5 million increase in bonuses and one time payments, which is reduced by the impact of our former affiliate in the amount of $22.9 million for the year ended December 31, 2020. The increase was also driven by a $19 million increase in salaries and benefits by an increase in headcount, which is reduced by the impact of our former affiliate in the amount of $22.1 million for the year ended December 31, 2020.
General, Administrative and Other. General and administrative expenses increased by $17.8 million, or 7%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by a $31.0 million increase in professional fees, which is reduced by the impact of our former affiliate in the amount of $18.2 million for the year ended December 31, 2020. This increase was also driven by a $21.6 million increase in office overhead
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and other, which is reduced by the impact of our former affiliate in the amount of $30.1 million for the year ended December 31, 2020. The increase was also driven by an increase in reimbursable expenses incurred on behalf of TPG funds of $13.7 million.
Depreciation and Amortization. Depreciation and amortization increased by $14.1 million, or 197%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase is primarily due to the amortization of intangible assets of $14.2 million during the year ended December 31, 2021, related to the acquisition of NewQuest on July 1, 2021.
Interest Expense. Interest expense decreased by $2.7 million, or 14%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. This decrease was primarily driven by a reduction in debt outstanding during the period due to repayment of the Revolving Credit Facility to Affiliate in March of 2021 (as defined herein) in August 2021.
Expenses of consolidated TPG Funds and Public SPACs. Expenses of consolidated TPG Funds and Public SPACs increased by $12.8 million, or 161%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily due to additional professional services expenses in our consolidated Public SPAC entities as a result of closing three SPAC initial public offerings and business combinations associated with our consolidated Public SPACs.
Net Gains from Investment Activities. Net gains from investment activities increased by $359.1 million, to a gain of $353.2 million from a loss of $5.8 million, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase of net gains from investment activities was primarily driven by the deconsolidation of two of our Public SPACs and the associated business combination with Nerdy, Inc. and Vacasa, Inc., which resulted in gains of $232.5 million. We recognized a net gain of $95.0 million associated with our step acquisition of NewQuest. The increase was also driven by other equity method investments in which the Company has significant influence of $137.0.
Gain on Deconsolidation. The $401.7 million gain on deconsolidation for the year ended December 31, 2020, resulted from the disaffiliation of our former affiliate in May 2020 and the subsequent step-up to fair value of the retained equity method investment.
Interest, Dividends and Other. Interest, dividends and other investment gains decreased by $1.7 million, or 20%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease was driven by a reduction of dividend income of $3.4 million due to the deconsolidation of our former affiliate. The decrease was partially offset by an increase of interest income of $1.7 million due to a larger cash balance in the year ended December 31, 2021 compared to the year ended December 31, 2020.
Net (Losses) Gains from Investment Activities of consolidated TPG Funds and Public SPACs. Net (losses) gains from investment activities of consolidated TPG Funds and Public SPACs increased by $42.1 million to a gain of $23.4 million from a loss of $18.7 million, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily related to the fair value changes of the underlying investments of TPEP of $34.4 million.
Unrealized (Losses) Gains on Derivative Liabilities of Public SPACs. The $211.8 million unrealized gain and $239.3 million of unrealized loss on derivative instruments recognized during the year ended December 31, 2021 and 2020, respectively, were attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties. The warrants held by public investors and forward purchase agreements are treated as liability instruments rather than equity instruments and subject to mark-to-market adjustments each period. Upon the consummation of acquisitions of target companies by our Public SPACs or the wind down of a Public SPAC, the associated liability will no longer be included in our consolidated financial statements.
Interest, Dividends and Other of consolidated TPG Funds and Public SPACs. Interest, dividends and other of consolidated TPG Funds and Public SPACs increased by $4.9 million, or 91%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. This increase was primarily related to an expense reimbursement of EUR 15.0 million, on the termination of a proposed business combination, recognized by TPG Pace Beneficial Finance Corp. during the year ended December 31, 2021 compared to no such reimbursement during the year ended December 31, 2020.
Income Tax Expense. Income tax expense decreased by 0.7 million, or 8%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.
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Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Revenues
Revenues consisted of the following for the years ended December 31, 2020 and December 31, 2019:
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| Management fees | $ | 699,492 | $ | 800,567 | $ | (101,075) | (13) | % | ||||||
| Transaction, monitoring and other fees, net | 53,874 | 66,370 | (12,496) | (19) | % | |||||||||
| Expense reimbursements and other | 130,000 | 164,941 | (34,941) | (21) | % | |||||||||
| Total fees and other | 883,366 | 1,031,878 | (148,512) | (14) | % | |||||||||
| Performance allocations | 1,203,520 | 903,615 | 299,905 | 33 | % | |||||||||
| Capital interests | 27,952 | 52,362 | (24,410) | (47) | % | |||||||||
| Total capital allocation-based income | 1,231,472 | 955,977 | 275,495 | 29 | % | |||||||||
| Total revenues | $ | 2,114,838 | $ | 1,987,855 | $ | 126,983 | 6 | % |
Fees and other revenues decreased by $148.5 million or 14% during the year ended December 31, 2020, compared to the year ended December 31, 2019. The decrease primarily consists of reductions in management fees of $101.1 million, incentive fees of $24.9 million and expense reimbursements and other of $34.9 million, which was partially offset by an increase of $16.7 million in transaction fees, net.
Management Fees. The reduction in management fees was driven by the deconsolidation of our former affiliate, which resulted in lower management fees of $137.9 million due to a partial year of fees earned for the year ended December 31, 2020 compared to a full-year during the year ended December 31, 2019. Partially offsetting this decrease were additional management fees earned from Rise II of $27.5 million, which held its final close in the year ended December 31, 2020 and raised a total of $2.2 billion, and TPEP of $12.2 million, which raised additional funds totaling $1.4 billion through its long-only equity strategy during the years ended December 31, 2019 and 2020. Catch-up management fees of $6.9 million were recognized for the year ended December 31, 2019 stemming from additional capital commitments from limited partners to Asia VII, which had its first close in 2017.
Transaction, Monitoring and Other Fees, Net. The reduction in transaction, monitoring and other fees, net was driven by deconsolidation of our former affiliate, which resulted in lower transaction and incentive fees of $12.0 million as only a partial year was reflected during the year ended December 31, 2020 compared to a full-year during the year ended December 31, 2019.
Expense Reimbursements and Other. The reduction in expense reimbursements and other was largely driven by expense reimbursement decreases from TPG funds totaling $31.8 million and a reduction of professional services provided to TPG funds and portfolio companies of $6.3 million. This decrease was driven by certain one-time transaction cost reimbursements in the year ended December 31, 2019 of $13.3 million related to assuming the management of Evercare, partially offset by other income of $16.6 million related to operational services provided to our former affiliate.
Performance Allocations. Performance allocations increased by $299.9 million, or 33%, for the year ended December 31, 2020, compared to $903.6 million in the year ended December 31, 2019. The increase primarily resulted from realized and unrealized portfolio appreciation of 18% in the year ended December 31, 2020 compared to realized and unrealized appreciation of the portfolio of 11% in the year ended December 31, 2019 across the TPG funds.
The table below highlights performance allocations for the years ended December 31, 2020 and 2019, and separates the entities listed into two categories to reflect the Reorganization: (1) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (2) general partner entities from which the TPG Operating Group Common Unit holders are expected to receive any performance allocation.
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| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | Change | % | |||||||||||
| ($ in thousands) | ||||||||||||||
| TPG Operating Group Shared: | ||||||||||||||
| TPG VII | $ | 541,513 | $ | 288,851 | $ | 252,662 | 87 | % | ||||||
| Asia VII | 90,080 | — | 90,080 | NM | ||||||||||
| Asia VI (1) | 51,189 | 196,253 | (145,064) | (74) | % | |||||||||
| THP | 35,159 | — | 35,159 | NM | ||||||||||
| TES | (3,257) | 1,513 | (4,770) | (315) | % | |||||||||
| Platform: Capital | 714,684 | 486,617 | 228,067 | 47 | % | |||||||||
| Growth III (1) | 290,365 | 81,942 | 208,423 | 254 | % | |||||||||
| Growth IV | 102,949 | — | 102,949 | NM | ||||||||||
| TTAD I | 71,827 | 4,407 | 67,420 | 1530 | % | |||||||||
| TDM | 12,252 | 11,212 | 1,040 | 9 | % | |||||||||
| Platform: Growth | 477,393 | 97,561 | 379,832 | 389 | % | |||||||||
| Rise I | 131,495 | 24,623 | 106,872 | 434 | % | |||||||||
| Platform: Impact | 131,495 | 24,623 | 106,872 | 434 | % | |||||||||
| TPEP | 1,426 | 117,675 | (116,249) | (99) | % | |||||||||
| Platform: Market Solutions | 1,426 | 117,675 | (116,249) | (99) | % | |||||||||
| Total TPG Operating Group Shared: | $ | 1,324,998 | $ | 726,476 | $ | 598,522 | 82 | % | ||||||
| TPG Operating Group Excluded: | ||||||||||||||
| TPG IV | $ | (21,884) | 506 | (22,390) | (4425) | % | ||||||||
| TPG VI | (154,708) | 57,248 | (211,956) | (370) | % | |||||||||
| Asia IV | 37 | (1,979) | 2,016 | 102 | % | |||||||||
| Asia V | (10,134) | (32,628) | 22,494 | 69 | % | |||||||||
| TPG TFP | 133 | (26) | 159 | 612 | % | |||||||||
| Platform: Capital | (186,556) | 23,121 | (209,677) | (907) | % | |||||||||
| Growth II | 42,472 | (32,588) | 75,060 | 230 | % | |||||||||
| Growth II Gator | 51,913 | — | 51,913 | NM | ||||||||||
| Biotech II | 256 | 9,933 | (9,677) | (97) | % | |||||||||
| Biotech III | 48,183 | 74,902 | (26,719) | (36) | % | |||||||||
| Biotech IV | — | 499 | (499) | NM | ||||||||||
| Biotech V | 253 | 3,842 | (3,589) | (93) | % | |||||||||
| STAR | 11,809 | (139,028) | 150,837 | 108 | % | |||||||||
| Platform: Growth | 154,886 | (82,440) | 237,326 | 288 | % | |||||||||
| TREP II | 17,357 | 51,332 | (33,975) | (66) | % | |||||||||
| DASA—Real Estate | (10,486) | 574 | (11,060) | (1927) | % | |||||||||
| Platform: Real Estate | 6,871 | 51,906 | (45,035) | (87) | % | |||||||||
| TSI | 14,470 | 17,557 | (3,087) | (18) | % | |||||||||
| Platform: Impact | 14,470 | 17,557 | (3,087) | (18) | % | |||||||||
| Former affiliate funds | (111,149) | 166,995 | (278,144) | (167) | % | |||||||||
| Other | (111,149) | 166,995 | (278,144) | (167) | % | |||||||||
| Total TPG Operating Group Excluded(2) | $ | (121,478) | $ | 177,139 | $ | (298,617) | (169) | % | ||||||
| Total Performance Allocations | $ | 1,203,520 | $ | 903,615 | $ | 299,905 | 33 | % |
___________
(1)After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%; however, we intend to allocate the full amount as performance allocation compensation expense. As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.
(2)The TPG Operating Group Excluded entities’ performance allocations is not a component of net income attributable to TPG following the Reorganization; however, the TPG general partner entities continue to be consolidated by us. We transferred the rights to the performance
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allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021. As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022. See “Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data” which reflects the projected impact of the Reorganization.
The increase in total performance allocations for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily generated by realized and unrealized appreciation in TPG VII, Growth II, Growth III, Growth IV, STAR and Rise I. This increase was partially offset by unrealized fair value depreciation in TPEP, Asia VI, TPG VI and former affiliate funds.
As of December 31, 2020, accrued performance allocations for Common Unit holder shared TPG general partner entities totaled $2.4 billion. As of December 31, 2020, accrued performance allocations for Common Unit holders excluded TPG general partner entities totaled $1.1 billion.
Capital Interest. Capital interest income decreased by $24.4 million, or 47%, to $28.0 million for the year ended December 31, 2020 from $52.4 million for the year ended December 31, 2019. The decrease was primarily driven from TPEP and the effect of the deconsolidation of our former affiliate. The decrease was partially offset by increased income from our investments in the Capital and Growth platforms.
Expenses
Compensation and Benefits. Compensation and benefits expense decreased by $62.5 million, or 11%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease was primarily driven by the deconsolidation of our former affiliate, which resulted in a $76.5 million reduction in compensation and benefit expenses, and decrease in one-time payments of $5.9 million, partially offset by an increase of $20.6 million in salaries and bonuses driven by an increase in headcount and bonuses.
General, Administrative and Other. General and administrative expenses decreased by $86.7 million, or 25%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. The reduction was primarily due to a $80.2 million impact related to the deconsolidation of our former affiliate as well as a $6.4 million reduction in office overhead, professional fees and travel expenses due to certain public health restrictions and travel restrictions implemented as a result of the COVID-19 pandemic.
Depreciation and Amortization. Depreciation and amortization decreased by $1.6 million, or 18%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. The reduction was primarily due to the effect of the deconsolidation of our former affiliate.
Interest Expense. Interest expense increased by $3.5 million, or 22%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by an increase in gross debt outstanding during the period due to (i) amounts borrowed in March 2020 under the Revolving Credit Facility to Affiliate, which carries a variable interest rate of LIBOR plus 1.75%, and (ii) the full-year impact of the issuance of the 4.75% fixed-rate Series B Securitization Notes (as defined herein) in October 2019.
Expenses of consolidated TPG Funds and Public SPACs. Expenses of consolidated TPG Funds and Public SPACs decreased by $3.6 million, or 31%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease was primarily due to a reduction of professional services expenses in our consolidated Public SPAC entities and TPEP.
Net Gains from Investment Activities. Net gains from investment activities decreased by $77.5 million, or 108%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. The reduction of net gain from investment activities was primarily caused by a depreciation of equity securities owned directly by TPG.
Gain on Deconsolidation. The $401.7 million gain on deconsolidation resulted from the disaffiliation of our former affiliate in May 2020 and the subsequent step-up to fair value of the retained equity method investment.
Interest, Dividends and Other. Interest, dividends and other investment gains decreased by $10.9 million, or 57%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease was driven by decreases in both interest income and dividend income. The reduction of interest income of $5.4 million was primarily caused by a decreased cash balance related to the deconsolidation of our former affiliate and generally lower interest rates
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in the year ended December 31, 2020 compared to the year ended December 31, 2019. The reduction of dividend income of $5.4 million was primarily caused by the deconsolidation of our former affiliate.
Net (Losses) Gains from Investment Activities of consolidated TPG Funds and Public SPACs. Net losses from investment activities of consolidated TPG Funds and Public SPACs totaled $18.7 million for the year ended December 31, 2020 compared to $75.2 million in gains for the year ended December 31, 2019. The change was primarily related to the fair value changes of the underlying investments of TPEP.
Unrealized Losses on Derivative Liabilities of Public SPACs. The $239.3 million and $15.3 million unrealized loss on derivative instruments recognized during the years ended December 31, 2020 and 2019, respectively, was attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties. The warrants held by public investors and forward purchase agreements are treated as liability instruments rather than equity instruments and subject to mark-to-market adjustments each period. Upon the consummation of acquisitions of target companies by our Public SPACs or the wind down of a Public SPAC, the associated liability will no longer be included in our consolidated financial statements.
Interest, Dividends and Other of consolidated TPG Funds and Public SPACs. Interest, dividends and other of consolidated TPG Funds and Public SPACs decreased by $10.8 million, or 67%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This decline was primarily related to the reduction of interest and dividend income in TPEP and the consolidated Public SPAC entities as a result of the generally lower interest rate environment during the year ended December 31, 2020 compared to the year ended December 31, 2019.
Income Tax Expense. Income tax expense increased by $4.1 million, or 72%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. The effective tax rate during the years ended December 31, 2020 and 2019 was 0.68% and 0.48%, respectively. The increase was primarily related to a general increase in taxes paid in non-U.S. subsidiaries.
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Condensed Consolidated Statements of Financial Condition (GAAP basis)
| December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands) | 2021 | 2020 | ||||
| Assets | ||||||
| Cash and cash equivalents | $ | 972,729 | $ | 858,220 | ||
| Investments | 6,109,046 | 4,546,243 | ||||
| Due from affiliates | 185,321 | 108,552 | ||||
| Other assets | 670,452 | 322,034 | ||||
| Assets of consolidated TPG Funds and Public SPACs | 1,024,465 | 1,165,502 | ||||
| Total assets | $ | 8,962,013 | $ | 7,000,551 | ||
| Liabilities, Redeemable Equity and Partners' Capital | ||||||
| Debt obligations | $ | 444,444 | $ | 244,642 | ||
| Due to affiliates | 826,999 | 463,385 | ||||
| Other liabilities | 372,597 | 381,611 | ||||
| Liabilities of consolidated TPG Funds and Public SPACs | 56,532 | 390,200 | ||||
| Total liabilities | $ | 1,700,572 | $ | 1,479,838 | ||
| Redeemable equity from consolidated Public SPACs | $ | 1,000,027 | $ | 800,011 | ||
| Partners' capital | ||||||
| Partners' capital controlling interests | $ | 1,606,593 | $ | 2,460,868 | ||
| Non-controlling interests in consolidated TPG Funds | — | 204,548 | ||||
| Other non-controlling interests | 4,654,821 | 2,055,286 | ||||
| Total partners' capital | $ | 6,261,414 | $ | 4,720,702 | ||
| Total liabilities, redeemable equity and partners' capital | $ | 8,962,013 | $ | 7,000,551 |
Cash and cash equivalents increased $114.5 million primarily due to $1,474.8 million of net cash provided by operating activities offset by $1,322.6 million of net cash used in financing activities and $37.7 million of net cash used in investing activities. As part of the Reorganization, we transferred $75.0 million of cash on hand to RemainCo. This transfer reduced controlling and non-controlling interests by $63.4 million and $11.6 million, respectively.
Investments increased $1,562.8 million as of December 31, 2021. For the year ended December 31, 2021, our investments have generated value creation of 38%. As part of the Reorganization, we transferred $738.9 million of economic entitlements associated with certain other investments, including our investment in our former affiliate and certain TPG Funds, to RemainCo. This transfer reduced controlling and non-controlling interests by $629.0 and $109.9 million, respectively. Following this transfer, the Company no longer holds more than an insignificant economic interest in the TPG Funds that have been historically consolidated and as a result, deconsolidated those respective TPG Funds.
In December 2021, TPG Operating Group II, L.P. entered into the Senior Unsecured Term Loan Agreement which increased our debt obligations as of December 31, 2021. As of December 31, 2021, $200.0 million was outstanding under the Senior Unsecured Term Loan Agreement.
As part of the Reorganization, we transferred certain performance allocation economic entitlements to RemainCo, which resulted in an increase of $1,012.1 million of non-controlling interests.
Certain owners of the Company’s parent exchanged their interests for an interest in the TPG Operating Group resulting in an increase to non-controlling interests totaling $16.6 million and a related decrease in controlling interests.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA
Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Form 10-K.
The following unaudited pro forma condensed consolidated statement of financial condition as of December 31, 2021 gives pro forma effect to the Reorganization, the consummation of the initial public offering (the “IPO”) and our use of proceeds therefrom after deducting the underwriting discounts and commissions and other costs of the IPO (see transactions described under Note 1, “Organization” in the notes to the financial statements), as though such transactions had occurred as of December 31, 2021. The owners of the TPG Operating Group completed a series of actions during the year ended December 31, 2021 and on January 12, 2022 as part of the “Reorganization, in conjunction with the IPO that was completed on January 18, 2022. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2021 and 2020 present our consolidated results of operations giving pro forma effect to the transactions described above as if they had occurred as of January 1, 2020. The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.”
The pro forma adjustments are based on available information and upon assumptions that management believes are reasonable in order to reflect, on a pro forma basis, the effect of this transaction on the historical financial information of TPG. The Company’s historic operations consist of multiple consolidated entities formed to provide asset management services under a single controlling entity, TPG Group Holdings. The historical periods presented in the unaudited pro forma financial information reflect the operating results of TPG Group Holdings. Immediately following the Reorganization, the TPG Operating Group and its subsidiaries are controlled by the same parties and as such, we account for the Reorganization as a transfer of interests under common control. Accordingly, we have carried forward the existing value of the members’ interests in the assets and liabilities in the TPG Operating Group’s financial statements prior to the IPO into our financial statements following the IPO.
The unaudited pro forma condensed consolidated statement of financial condition and unaudited pro forma condensed consolidated statement of operations may not be indicative of the results of operations or financial position that would have occurred had the Reorganization or the IPO and the related transactions, as applicable, taken place on the dates indicated, or that may be expected to occur in the future. The adjustments are described in the notes to the unaudited pro forma condensed consolidated statement of operations and the unaudited pro forma condensed consolidated statement of financial condition. The unaudited pro forma condensed consolidated financial information and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this Form 10-K.
The pro forma adjustments in the “Reorganization and Other Transaction Adjustments” column principally give effect to certain of the Reorganization and other transactions including:
•The TPG Operating Group transferred to RemainCo certain performance allocation economic entitlements from certain of the TPG general partner entities that are defined as Excluded Assets. We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest. The impact of this adjustment is a reallocation from controlling interests to non-controlling interests
•The TPG Operating Group transferred to RemainCo the economic entitlements associated with certain other investments that are part of the Excluded Assets.
•The transfer of certain investments in TPG Funds (as defined herein) to RemainCo resulted in the deconsolidation of those TPG Funds that have been consolidated in our historical combined financial statements with the exception of our Public SPACs.
•Adjustments to sharing percentages of future profits between controlling and non-controlling interests of the TPG Operating Group related to the Specified Company Assets.
•The deconsolidation of our former affiliate.
The pro forma adjustments in the “Offering Transaction Adjustments” column principally give effect to the consummation of the IPO, including the Corporate Conversion.
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We have not made any pro forma adjustments relating to any incremental reporting, compliance or investor relations costs that we may incur as a public company, as estimates of such expenses are not determinable.
The unaudited pro forma condensed consolidated financial information should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this Form 10-K.
The unaudited pro forma condensed consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of TPG that would have occurred had the transactions described above transpired on the dates indicated or had we operated as a public entity during the periods presented or for any future period or date. The unaudited pro forma condensed consolidated financial information should not be relied upon as being indicative of our future or actual results of operations or financial condition had the Reorganization and IPO transactions described under “Organizational Structure” and the other transactions described above occurred on the dates assumed. The unaudited pro forma condensed consolidated financial information also does not project our results of operations or financial position for any future period or date.
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| Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, 2021 | ||||||||||||||
| ($ in thousands) | TPG Group Holdings Historical | Reorganization and Other Transaction Adjustments | Offering Transaction and Other Adjustments | TPG Inc. Pro Forma | ||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | 972,729 | $ | (27,200) | (1) | $ | 820,721 | (3) | $ | 1,376,746 | ||||
| (380,143) | (3) | |||||||||||||
| (9,361) | (8) | |||||||||||||
| Restricted cash | 13,135 | — | — | 13,135 | ||||||||||
| Due from affiliates | 185,321 | — | — | 185,321 | ||||||||||
| Investments | 6,109,046 | — | — | 6,109,046 | ||||||||||
| Right-of-use assets | 157,467 | — | — | 157,467 | ||||||||||
| Other assets, net | 499,850 | — | (23,988) | (8) | 475,862 | |||||||||
| Assets of consolidated TPG Funds and Public SPACs: | ||||||||||||||
| Cash and cash equivalents | 5,371 | — | — | 5,371 | ||||||||||
| Assets held in Trust Account | 1,000,027 | — | — | 1,000,027 | ||||||||||
| Investments | — | — | — | — | ||||||||||
| Due from affiliates | 74 | — | — | 74 | ||||||||||
| Other assets, net | 18,993 | — | — | 18,993 | ||||||||||
| Total assets | $ | 8,962,013 | $ | (27,200) | $ | 407,229 | $ | 9,342,042 | ||||||
| Liabilities and Partners' Capital | ||||||||||||||
| Liabilities | ||||||||||||||
| Accounts payable and accrued expenses | $ | 134,351 | $ | — | $ | — | $ | 134,351 | ||||||
| Due to affiliates | 826,999 | (203,286) | (1) | 10,611 | (6) | 634,324 | ||||||||
| Secured borrowings, net | 244,950 | — | — | 244,950 | ||||||||||
| Senior unsecured term loan | 199,494 | — | — | 199,494 | ||||||||||
| Accrued performance allocation compensation | — | 3,848,126 | (2) | 3,848,126 | ||||||||||
| Operating lease liability | 177,003 | — | — | 177,003 | ||||||||||
| Other liabilities, net | 61,243 | — | (24,171) | (8) | 37,072 | |||||||||
| Liabilities of consolidated TPG Funds and Public SPACs: | — | |||||||||||||
| Accounts payable and accrued expenses | 8,484 | — | — | 8,484 | ||||||||||
| Derivative liabilities of Public SPACs | 13,048 | — | — | 13,048 | ||||||||||
| Deferred underwriting | 35,000 | — | — | 35,000 | ||||||||||
| Total liabilities | 1,700,572 | 3,644,840 | (13,560) | 5,331,852 | ||||||||||
| Commitments and contingencies | ||||||||||||||
| Redeemable equity attributable to consolidated Public SPACs | 1,000,027 | — | — | 1,000,027 | ||||||||||
| Class A common stock | — | — | 79 | (4) | 79 | |||||||||
| Class B common stock | — | — | 230 | (5) | 230 | |||||||||
| Additional paid-in-capital | — | — | 498,251 | (7) | 498,251 | |||||||||
| Partners’ capital controlling interests | 1,606,593 | (439,196) | (1) | (1,167,397) | (9) | — | ||||||||
| Retained earnings | — | — | — | — | ||||||||||
| Total partners' /stockholders' equity attributable to TPG Inc. | 1,606,593 | (439,196) | (668,837) | 498,560 | ||||||||||
| Non-controlling interests in consolidated TPG Funds | — | — | — | |||||||||||
| Other non-controlling interests | 4,654,821 | 615,282 | (1) | 1,089,626 | (9) | 2,511,603 | ||||||||
| (3,848,126) | (2) | |||||||||||||
| Total equity | 6,261,414 | (3,672,040) | 420,789 | 3,010,163 | ||||||||||
| Total liabilities, redeemable equity, and equity | $ | 8,962,013 | $ | (27,200) | $ | 407,229 | $ | 9,342,042 |
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Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition
1)The TPG Operating Group transferred to RemainCo certain performance allocation economic entitlements from certain of the TPG general partner entities that are defined as Excluded Assets, as well as certain cash and due to affiliate amounts at the TPG Operating Group that relate to these TPG general partner entities’ economic entitlements. We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest. These transfers resulted in the reduction of cash of $27.2 million and due to affiliate amounts of $203.3 million, which increased partners’ capital by $148.5 million and non-controlling interests of $27.6 million. In addition, the transfer of performance allocation economic entitlements resulted in a transfer of $587.7 million from partners' capital to non-controlling interests.
2)This adjustment relates to accrued performance allocation amounts owed to our partners and professionals. Prior to the Reorganization and the IPO, the entities that comprise the consolidated financial statements of TPG Group Holdings have been partnerships or limited liability companies, and our senior professionals were part of the ownership group of those entities. As such, their share of accrued performance allocations was reflected within “other non-controlling interests” on the TPG Group Holdings consolidated statement of financial condition, as these interests existed through the individuals’ ownership interests, and the income attributable to these performance allocation rights were included in “net income attributable to other non-controlling interests” on the TPG Group Holdings consolidated statement of operations. Additionally, we have adjusted the sharing percentages associated with certain performance allocations between our controlling and non-controlling interest holders, which resulted in an increase to amounts attributable to our historic non-controlling interest holders and a further increase to accrued performance allocation compensation.
As of December 31, 2021, the carrying value of these performance allocations totaled approximately $3,848.1 million. An adjustment has been recorded to reclassify this balance from other non-controlling interests to a liability on the unaudited pro forma condensed consolidated statement of financial condition. Subsequent to the Reorganization, the amounts owed to our senior professionals will be treated as compensatory profit-sharing arrangements and reflected as a liability on our unaudited pro forma condensed consolidated statement of financial condition.
3)The adjustment reflects i) proceeds, net of estimated underwriting discounts, of $820.7 million from the IPO based on the issuance of 30,085,604 shares of Class A common stock at the IPO price of $29.50 per share, with a corresponding increase to additional paid-in capital and (ii) of the proceeds noted above, we intend to use approximately $380.1 million to purchase Common Units from certain existing owners of the TPG Operating Group (none of whom is an active TPG partner or Founder), at the IPO price of $29.50 per share paid by the public for shares of our Class A common stock in the IPO.
4)Reflects 70,811,664 shares of Class A common stock and 8,258,901 shares of nonvoting Class A common stock with a par value of $0.001 outstanding immediately after the IPO. This includes 30,085,604 shares of our Class A common stock issued in the IPO to new investors and 40,726,060 shares of Class A common stock and 8,258,901 shares of nonvoting Class A common stock received in exchange for Common Units by the holders of Common Units (other than TPG Inc.).
5)In connection with the IPO, we issued 229,652,641 shares of Class B common stock with a par value of $0.001 to the TPG Operating Group owners, other than us or our wholly-owned subsidiaries, on a one-to-one basis with the number of Common Units they own across each of the three TPG Operating Group entities. Each share of our Class B common stock will entitle its holder to ten votes.
As part of the IPO and pursuant to the Exchange Agreement, each Common Unit that is not held by us or our wholly-owned subsidiaries is exchangeable for either (i) cash equal to the value of one share of Class A common stock from a substantially concurrent public offering or private sale based on the closing price per share of the Class A common stock on the day before the pricing of such public offering or private sale (taking into account customary brokerage commissions or underwriting discounts actually incurred); or (ii) at our election, for one share of our Class A common stock (or, in certain cases, for shares of nonvoting Class A common stock).
We are reflecting the TPG Operating Group Common Units held by our affiliates as non-controlling interests on the unaudited pro forma condensed consolidated statement of financial condition since they relate to equity in the TPG Operating Group that is not attributable to us.
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6)In connection with the IPO, we entered into the Tax Receivable Agreement with certain of our pre-IPO owners that provides for the payment by us (or our subsidiary) to such pre-IPO owners of 85% of cash tax savings, if any, that we actually realize, or we are deemed to realize (calculated using certain assumptions) as a result of the Covered Tax Items. We will retain the benefit of the remaining 15% of these net cash tax savings under the Tax Receivable Agreement. Pursuant to the Corporate Conversion and the IPO, $10.6 million was recognized in due to affiliates for the Tax Receivable Agreement, which assumes: (i) only exchanges associated with the IPO, (ii) a share price equal to $29.50 per share less any underwriting discounts and commissions, (iii) a constant U.S. federal and state income tax rate of 23.0% (iv) no material changes in tax law, (v) the ability to utilize tax attributes, (vi) no adjustment for potential remedial allocations and (vii) future Tax Receivable Agreement payments. The impact of the Tax Receivable Agreement liability is reflected within additional paid-in capital.
7)The computation of the pro forma additional paid-in capital is shown below:
| ($ in thousands) | Offering Transaction Adjustments | ||
|---|---|---|---|
| Proceeds from offering net of underwriting discounts and unpaid offering costs | $ | 820,721 | |
| Exchange of Common Units for Class A common stock and nonvoting Class A common stock (a) | 847,386 | ||
| Reclassification of Partners' Capital to Additional paid-in capital | 1,167,397 | ||
| Due to affiliates for Tax Receivable Agreement | (10,611) | ||
| Other liabilities, net for deferred tax liability | 23,988 | ||
| Par value of Class A common stock and nonvoting Class A common stock | (79) | ||
| Par value of Class B common stock | (230) | ||
| Non-controlling interests in TPG Operating Group (b) | (2,350,321) | ||
| Additional paid-in capital | $ | 498,251 |
___________
(a)The exchange of Common Units for Class A common stock and nonvoting Class A common stock represents the 40,726,060 shares of Class A common stock and 8,258,901 shares of nonvoting Class A common stock issued by us in exchange for Common Units held by certain of our existing owners.
(b)Non-controlling interest in the TPG Operating Group represents the reallocation of net assets of the TPG Operating Group between TPG Inc. and other non-controlling interest holders.
8)We are deferring certain costs associated with this offering, including certain legal, accounting and other related expenses, which have been recorded in other assets, net in our unaudited pro forma condensed consolidated statement of financial condition. Upon completion of the IPO, we incurred approximately $31.8 million of offering costs that will be reflected as a reduction to additional paid-in capital, of which $24.2 million was recorded to other assets, net as of December 31, 2021. The remaining $9.4 million of unpaid offering costs are presented as an offset to proceeds from the IPO. We may incur additional costs through the completion of this offering which we expect to be settled in cash with the proceeds from this offering.
9)Following the IPO, we hold approximately 25.6% of the Common Units and 100% of the interests in certain intermediate holding companies. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs. As a result, we continue to consolidate the financial results of the TPG Operating Group and report non-controlling interests related to the interests held by the other partners of the TPG Operating Group, which represents a majority of the economic interest in the TPG Operating Group on our consolidated statement of financial condition.
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The computation of the pro forma adjustments to non-controlling interests is below:
| ($ in thousands) | Offering Transaction Adjustments | ||
|---|---|---|---|
| Exchange of Common Units for Class A common stock (a) | $ | (1,260,695) | |
| Non-controlling interests in TPG Operating Group (b) | 2,350,321 | ||
| Non-controlling interests | $ | 1,089,626 |
___________
(a)The exchange of Common Units for Class A common stock and nonvoting Class A common stock represents the 40,726,060 shares of Class A common stock and 8,258,901 shares of nonvoting Class A common stock issued by us in exchange for Common Units held by certain of our existing owners.
(b)Non-controlling interest in the TPG Operating Group represents the reallocation of net assets of the TPG Operating Group between TPG Inc. and other non-controlling interest holders.
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| Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Year Ended December 31, 2021 | ||||||||||||||
| TPG Group Holdings Historical | Reorganization and Other Transaction Adjustments | Offering Transaction Adjustments | TPG Inc. Pro Forma | |||||||||||
| ($ in thousands, except share and per share amounts) | ||||||||||||||
| Revenues | ||||||||||||||
| Fees and other | $ | 977,904 | $ | 20,807 | (3) | $ | — | $ | 998,711 | |||||
| Capital allocation-based income | 3,998,483 | (8,653) | (1) | — | 3,989,830 | |||||||||
| Total revenues | 4,976,387 | 12,154 | — | 4,988,541 | ||||||||||
| Expenses | ||||||||||||||
| Compensation and benefits | 579,698 | (140,278) | (5) | 428,687 | (6) | 940,027 | ||||||||
| 71,920 | (7) | |||||||||||||
| Performance allocation compensation | — | 2,538,505 | (5) | — | 2,538,505 | |||||||||
| General, administrative and other | 278,590 | — | — | 278,590 | ||||||||||
| Depreciation and amortization | 21,223 | — | — | 21,223 | ||||||||||
| Interest expense | 16,291 | 3,991 | (4) | — | 20,282 | |||||||||
| Expenses of consolidated TPG Funds and Public SPACs: | — | |||||||||||||
| Interest expense | 740 | (740) | (1) | — | — | |||||||||
| Other | 20,024 | (1,629) | (1) | — | 18,395 | |||||||||
| Total expenses | 916,566 | 2,399,849 | 500,607 | 3,817,022 | ||||||||||
| Investment income | ||||||||||||||
| Income from investments: | ||||||||||||||
| Net gains (losses) from investment activities | 353,219 | (92,860) | (1) | — | 260,359 | |||||||||
| Interest, dividends and other | 6,460 | — | — | 6,460 | ||||||||||
| Investment income of consolidated TPG Funds and Public SPACs: | — | — | ||||||||||||
| Net gains (losses) from investment activities | 23,392 | (23,392) | (1) | — | ||||||||||
| Unrealized losses on derivative liabilities of Public SPACs | 211,822 | — | — | 211,822 | ||||||||||
| Interest, dividends and other | 10,321 | (4,029) | (1) | — | 6,292 | |||||||||
| Total investment income | 605,214 | (120,281) | — | 484,933 | ||||||||||
| Income before income taxes | 4,665,035 | (2,507,976) | (500,607) | 1,656,452 | ||||||||||
| Income tax expense | 9,038 | — | 68,941 | (9) | 77,979 | |||||||||
| Net income | 4,655,997 | (2,507,976) | (569,548) | 1,578,473 | ||||||||||
| Less: | ||||||||||||||
| Net income (loss) attributable to redeemable equity in Public SPACs | 155,131 | — | 155,131 | |||||||||||
| Net income (loss) attributable to non-controlling interests in consolidated TPG Funds | 19,287 | (19,287) | (1) | — | — | |||||||||
| Net income (loss) attributable to other non-controlling interests | 2,455,825 | 127,140 | (1) | 226,650 | (10) | 1,191,994 | ||||||||
| 896,293 | (2) | |||||||||||||
| 3,257 | (3) | |||||||||||||
| (625) | (4) | |||||||||||||
| (2,516,546) | (5) | |||||||||||||
| Net income attributable to TPG Inc. | $ | 2,025,754 | $ | (998,208) | $ | (796,198) | (11) | $ | 231,348 | |||||
| Pro forma net income per share data: (12) | ||||||||||||||
| Weighted-average shares of Class A common stock outstanding | ||||||||||||||
| Basic | 79,360,700 | |||||||||||||
| Diluted | 309,013,341 | |||||||||||||
| Net income available to Class A common stock per share | ||||||||||||||
| Basic | $ | 2.91 | ||||||||||||
| Diluted | $ | 1.80 |
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| Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Year Ended December 31, 2020 | ||||||||||||||
| TPG Group Holdings Historical | Reorganization and Other Transaction Adjustments | Offering Transaction Adjustments | TPG Inc. Pro Forma | |||||||||||
| ($ in thousands, except share and per share amounts) | ||||||||||||||
| Revenues | ||||||||||||||
| Fees and other | $ | 883,366 | $ | (85,174) | (1) | $ | — | $ | 815,368 | |||||
| 17,176 | (3) | |||||||||||||
| Capital allocation-based income | 1,231,472 | 159,840 | (1) | — | 1,391,312 | |||||||||
| Total revenues | 2,114,838 | 91,842 | — | 2,206,680 | ||||||||||
| Expenses | ||||||||||||||
| Compensation and benefits | 522,715 | (45,088) | (1) | 579,207 | (6) | 1,020,972 | ||||||||
| (113,697) | (5) | 77,835 | (7) | |||||||||||
| Performance allocation compensation | — | 721,097 | (5) | — | 721,097 | |||||||||
| General, administrative and other | 260,748 | (33,885) | (1) | 19,496 | (8) | 246,359 | ||||||||
| Depreciation and amortization | 7,137 | (397) | (1) | — | 6,740 | |||||||||
| Interest expense | 18,993 | (612) | (1) | — | 22,372 | |||||||||
| 3,991 | (4) | |||||||||||||
| Expenses of consolidated TPG Funds and Public SPACs: | — | |||||||||||||
| Interest expense | 722 | (722) | (1) | — | — | |||||||||
| Other | 7,241 | (2,016) | (1) | — | 5,225 | |||||||||
| Total expenses | 817,556 | 528,671 | 676,538 | 2,022,765 | ||||||||||
| Investment income | ||||||||||||||
| Income from investments: | ||||||||||||||
| Net (losses) gains from investment activities | (5,839) | 5,839 | (1) | — | — | |||||||||
| Gain on deconsolidation | 401,695 | (401,695) | (1) | — | ||||||||||
| Interest, dividends and other | 8,123 | (3,114) | (1) | — | 5,009 | |||||||||
| Investment income of consolidated TPG Funds and Public SPACs: | ||||||||||||||
| Net (losses) gains from investment activities | (18,691) | 18,691 | (1) | — | — | |||||||||
| Unrealized losses on derivative liabilities of Public SPACs | (239,269) | — | — | (239,269) | ||||||||||
| Interest, dividends and other | 5,410 | (5,399) | (1) | — | 11 | |||||||||
| Total investment income | 151,429 | (385,678) | — | (234,249) | ||||||||||
| Income before income taxes | 1,448,711 | (822,507) | (676,538) | (50,334) | ||||||||||
| Income tax expense | 9,779 | 303 | (1) | 23,180 | (9) | 33,262 | ||||||||
| Net income | 1,438,932 | (822,810) | (699,718) | (83,596) | ||||||||||
| Less: | ||||||||||||||
| Net loss attributable to redeemable equity in Public SPACs | (195,906) | — | (195,906) | |||||||||||
| Net (loss) income attributable to non-controlling interests in consolidated TPG Funds | (12,380) | 12,380 | (1) | — | — | |||||||||
| Net income (loss) attributable to other non-controlling interests | 719,640 | 8,672 | (1) | (359,307) | (10) | 28,239 | ||||||||
| 360,555 | (2) | |||||||||||||
| 2,677 | (3) | |||||||||||||
| (622) | (4) | |||||||||||||
| (703,376) | (5) | |||||||||||||
| Net income attributable to TPG Inc. | $ | 927,578 | $ | (503,096) | $ | (340,411) | (11) | $ | 84,071 |
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| TPG Group Holdings Historical | Reorganization and Other Transaction Adjustments | Offering Transaction Adjustments | TPG Inc. Pro Forma | |||||
|---|---|---|---|---|---|---|---|---|
| Pro forma net income (loss) per share data: (12) | ||||||||
| Weighted-average shares of Class A common stock outstanding | ||||||||
| Basic | 79,254,937 | |||||||
| Diluted | 309,017,749 | |||||||
| Net income (loss) available to Class A common stock per share | ||||||||
| Basic | $ | 1.06 | ||||||
| Diluted | $ | (0.42) |
Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations and Other Data
1)This adjustment relates to Excluded Assets and is made up of the following components:
Impact of changes in economics of certain TPG general partner interests in TPG Funds:
The TPG Operating Group transferred to RemainCo certain performance allocation economic entitlements from certain of the TPG general partner entities that are defined as Excluded Assets, as well as certain cash and amounts due to affiliates at the TPG Operating Group that relate to these TPG general partner entities’ economic entitlements. We continue to consolidate these TPG general partner entities because we maintain control and have an implicit variable interest. This adjustment results in a transfer of $127.1 million and $22.0 million from net income attributable to controlling interests to non-controlling interests for the years ended December 31, 2021 and 2020, respectively, and is reflected in the table below.
Transfer of other investments:
The TPG Operating Group also transferred the economic entitlements associated with certain other investments, including our investment in our former affiliate. For the year ended December 31, 2021, the impact results in the exclusion of total revenues of $8.7 million and investment income of $92.9 million with a reduction to net income attributable to controlling interests of $85.6 million and non-controlling interest of $16.0 million. For the year ended December 31, 2020, the impact results in the exclusion of total revenues of $74.7 million, expenses of $80.0 million and investment income of $399.0 million with a reduction to net income attributable to controlling interests of $231.2 million and non-controlling interest of $13.4 million.
This does not include certain of our strategic equity method investments, including Harlem Capital Partners, VamosVentures and LandSpire Group, as the economics of these investments continue to be part of the TPG Operating Group after the Reorganization.
Deconsolidation of consolidated TPG Funds:
We transferred the TPG Operating Group’s co-investment interests in certain TPG Funds to RemainCo. These TPG Funds were historically consolidated and as a result of the transfer to RemainCo, are deconsolidated because we no longer hold a more than insignificant economic interest. For the year ended December 31, 2021, this results in a reduction of $2.4 million of expenses and $27.4 million of investment income, and associated impacts to income attributable to controlling, non-controlling interest in consolidated TPG Funds, and non-controlling interests, as shown in the table below. For the year ended December 31, 2020, this results in a reduction of $2.7 million of expenses, an increase of $13.3 million of investment income, and associated impacts to income attributable to controlling, non-controlling interest in consolidated TPG Funds and non-controlling interests, as shown in the table below.
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Impact Summary:
The amounts for these adjustments were derived based on historical financial results. The following table summarizes the pro forma impact for the Excluded Assets and deconsolidated TPG Funds:
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Exclusion of legacy entities | Exclusion of consolidated funds | Total | Exclusion of legacy entities | Exclusion of consolidated funds | Total | ||||||||||||||||
| Revenues | ||||||||||||||||||||||
| Fees and other | $ | — | $ | — | $ | — | $ | (85,174) | $ | — | $ | (85,174) | ||||||||||
| Capital allocation-based income (loss) | (8,653) | — | (8,653) | 159,840 | — | 159,840 | ||||||||||||||||
| Total revenues | (8,653) | — | (8,653) | 74,666 | — | 74,666 | ||||||||||||||||
| Expenses | ||||||||||||||||||||||
| Compensation and benefits | — | — | — | (45,088) | — | (45,088) | ||||||||||||||||
| General, administrative and other | — | — | — | (33,885) | — | (33,885) | ||||||||||||||||
| Depreciation and amortization | — | — | — | (397) | — | (397) | ||||||||||||||||
| Interest expense | — | — | — | (612) | — | (612) | ||||||||||||||||
| Expenses of consolidated TPG Funds: | — | |||||||||||||||||||||
| Interest expense | — | (740) | (740) | — | (722) | (722) | ||||||||||||||||
| Other | — | (1,629) | (1,629) | — | (2,016) | (2,016) | ||||||||||||||||
| Total expenses | — | (2,369) | (2,369) | (79,982) | (2,738) | (82,720) | ||||||||||||||||
| Investment income | ||||||||||||||||||||||
| Income from investments: | ||||||||||||||||||||||
| Net gains (losses) from investment activities | (92,860) | (92,860) | 5,839 | — | 5,839 | |||||||||||||||||
| Gain on deconsolidation | — | — | — | (401,695) | (401,695) | |||||||||||||||||
| Interest, dividends and other | — | — | — | (3,114) | — | (3,114) | ||||||||||||||||
| Investment income of consolidated TPG Funds: | ||||||||||||||||||||||
| Net gains (losses) from investment activities | — | (23,392) | (23,392) | — | 18,691 | 18,691 | ||||||||||||||||
| Unrealized losses on derivative liabilities | — | — | — | — | — | — | ||||||||||||||||
| Interest, dividends and other | — | (4,029) | (4,029) | — | (5,399) | (5,399) | ||||||||||||||||
| Total investment income | (92,860) | (27,421) | (120,281) | (398,970) | 13,292 | (385,678) | ||||||||||||||||
| Income before income taxes | (101,513) | (25,052) | (126,565) | (244,322) | 16,030 | (228,292) | ||||||||||||||||
| Income tax expense | — | — | — | 303 | — | 303 | ||||||||||||||||
| Net income (loss) | (101,513) | (25,052) | (126,565) | (244,625) | 16,030 | (228,595) | ||||||||||||||||
| Less: | ||||||||||||||||||||||
| Net loss attributable to redeemable equity in Public SPACs | — | — | — | — | — | — | ||||||||||||||||
| Net income (loss) attributable to non-controlling interests in consolidated TPG Funds | — | (19,287) | (19,287) | — | 12,380 | 12,380 | ||||||||||||||||
| Net income (loss) attributable to other non-controlling interests | 128,043 | (903) | 127,140 | 8,103 | 569 | 8,672 | ||||||||||||||||
| Net income (loss) attributable to controlling interests | $ | (229,556) | $ | (4,862) | $ | (234,418) | $ | (252,728) | $ | 3,081 | $ | (249,647) |
2)This adjustment relates to the changes in economic entitlements that the holders of TPG Operating Group Common Units retain, and the associated reallocation of interests after the Reorganization. Specified Company Assets include certain TPG general partner entities to which the TPG Operating Group retained an economic entitlement and that are consolidated both before and after the Reorganization. As part of the Reorganization, the sharing percentage of the associated performance allocation income was reallocated between controlling and non-controlling interests. Subject to certain exceptions, we expect RemainCo to be entitled to between 10% and 15% of these Specified
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Company Assets’ related performance allocations, which we will treat as non-controlling interests, and to allocate generally between 65% and 70% indirectly to our partners and professionals through performance allocation vehicles and Promote Units, with the remaining 20% available for distribution to the TPG Operating Group Common Unit holders. RemainCo’s entitlement to performance allocations associated with future funds will step down over time. See “Certain Relationships and Related Party Transactions—Proposed Transactions—RemainCo Performance Earnings Agreement.” In conjunction with allocating between 65% and 70% of performance allocations associated with the Specified Company Assets to our partners and professionals, we will reduce the amount of cash-based bonuses historically paid to these individuals as further described in Note 5 below.
The primary impact of this is a reallocation from income attributable to controlling interests to income attributable to non-controlling interests. Specifically, this adjustment reflects reclassifications of $896.3 million and $360.6 million, for the years ended December 31, 2021 and 2020, respectively, from net income attributable to controlling interests to net income attributable to other non-controlling interests.
3)This amount reflects an administrative services fee that we will receive for managing the Excluded Assets to be transferred to RemainCo that will not be part of the TPG Operating Group. The fee is based on 1% of the net asset value of RemainCo.
4)This adjustment reflects incremental interest expense related to additional financing the TPG Operating Group used to declare a distribution of $200.0 million to our controlling and non-controlling interest holders prior to the Reorganization and the IPO. The distribution was made with $200.0 million of proceeds from the senior unsecured term loan issuance. The Senior Unsecured Term Loan carries an interest rate of LIBOR plus 1.00% and matures in December 2024.
The impact of the adjustment is an increase to interest expense of $4.0 million with a corresponding impact to net income attributable to controlling interests and non-controlling interest holders, for the years ended December 31, 2021 and 2020.
5)Reflects the reclassification of performance allocation amounts owed to senior professionals from other non-controlling interests to performance allocation compensation. Following the IPO, we account for partnership distributions to our partners and professionals as performance allocation compensation expense. As described in Note 2 above, we have adjusted our performance allocation sharing percentage and in conjunction with allocating between 65% and 70% of performance allocations associated with the Specified Company Assets to certain of our people, we are reducing the amounts of cash-based bonuses and increasing the performance allocation compensation expense. For the year ended December 31, 2021, the impact to the unaudited pro forma condensed consolidated statement of operations included additional performance allocation compensation of $2,398.2 million with a corresponding reduction to net income attributable to non-controlling interest and a reduction of $140.3 million from compensation and benefits with a corresponding increase to net income attributable to controlling and non-controlling interest of $118.3 million and $22.0 million, respectively. Amounts have been derived based upon our historical results.
For the year ended December 31, 2020, the impact to the unaudited pro forma condensed consolidated statement of operations included additional increase to performance allocation compensation of $607.4 million with a corresponding reduction to net income attributable to non-controlling interest and a reduction of $113.7 million from compensation with a corresponding increase to net income attributable to controlling and non-controlling interest of $96.0 million and $17.7 million, respectively. Amounts have been derived based upon our historical results.
6)Our current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests in RemainCo as a result of the Reorganization and the IPO. The number of TPG Partner Holdings units outstanding at the time of the IPO total 245,397,431, of which 73,849,986 are unvested. The number of units outstanding related to our existing partners’ indirect economic interests in RemainCo at the time of the IPO total 198,040,459, of which 26,922,374 are unvested. In conjunction with the Reorganization, TPG Partner Holdings distributed its interest in RemainCo and the underlying assets as part of a common control transaction to its existing owners, which are our current and former partners. No changes were made to the terms of the unvested units. TPG Partner Holdings and RemainCo will both be presented as non-controlling interest holders within our consolidated financial statements.
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We intend to account for the TPG Partner Holdings units and indirect economic interests in RemainCo as compensation expense in accordance with Accounting Standards Codification Topic 718 Compensation – Stock Compensation. The unvested TPG Partner Holdings units and unvested indirect economic interests in RemainCo will be charged to compensation and benefits as they vest over the remaining requisite service period on a straight-line basis. The vesting periods range from immediate vesting up to six years. Expense amounts for TPG Partner Holdings units have been derived utilizing a per unit value of $29.50 (the IPO price) and adjusting for factors unique to those units, multiplied by the number of unvested units, and will be expensed over the remaining requisite service period. Expense amounts for the unvested indirect interests in RemainCo have been derived based on the fair value of RemainCo, utilizing a discounted cash flow valuation approach, multiplied by the number of unvested interests, and will be expensed over the remaining requisite service period. These adjustments resulted in expenses for the years ended December 31, 2021 and 2020 totaling $428.7 million and $579.2 million, respectively. There is no additional dilution to our stockholders, contractually these units are only related to our non-controlling interest holders, and there is no impact to the allocation of income and distributions to our stockholders. Therefore, we have allocated these expense amounts to our non-controlling interest holders. See “Certain Relationships and Related Party Transactions—Proposed Transactions—The TPG Operating Group Limited Partnership Agreements” for additional details on RemainCo.
7)In connection with the IPO, we granted to certain of our people RSUs with respect to approximately 9,280,000 shares of Class A common stock (although we are authorized to grant up to 4% of our shares of Class A common stock, measured on a fully-diluted, as converted basis, which would be 12,277,912 shares of Class A common stock). Of these RSUs, we granted 8,229,960 shares of Class A common stock immediately following the completion of the IPO. These RSUs generally vest over four years in three equal installments on the second through fourth anniversaries of the grant date (with some grants vesting on shorter alternate vesting schedules), subject to the recipient’s continued provision of services to the Company or its affiliates through the vesting date. In addition, under the TPG Inc. Omnibus Equity Incentive Plan, which was approved by our board of directors on December 7, 2021 (the “Omnibus Plan”), (refer to Exhibit 10.21 within Form 10-K), we granted immediately following the IPO long-term performance incentive awards to certain of our key executives in the form of RSUs (certain of which have performance-vesting criteria) with respect to a total of 2,203,390 shares of Class A common stock. Furthermore, we have currently named two of our three independent directors, and granted RSUs to the two named independent directors with respect to 20,340 shares of Class A common stock, immediately following the IPO. This adjustment reflects compensation expense associated with the grants described above had they occurred at the beginning of the period presented. The grants of such RSUs results in recognition of compensation expense for the years ended December 31, 2021 and 2020 in the amount of $71.9 million and $77.8 million, respectively. These expenses are non-cash in nature and allocated to the Common Unit holders.
Not included in the above Offering Transaction Adjustment are RSUs (which are part of the RSUs with respect to approximately 9,280,000 shares of Class A common stock referred to above) with respect to 1,050,040 shares that will be granted in 2022 after the IPO, including those to people hired for new roles created in connection with the IPO. In addition, we plan to grant RSUs of 10,170 shares to our third independent director when named. These additional grants will have similar vesting terms and conditions as the RSUs mentioned above.
8)We have estimated we will incur approximately $19.5 million in additional non-recurring transaction and Reorganization related costs in connection with the IPO. These amounts are not directly related to the issuance of securities in the IPO but are related to the Reorganization and have been reflected as an adjustment in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2020.
9)The TPG Operating Group partnerships have been and are expected to continue to be treated as partnerships for U.S. federal and state income tax purposes. Following the IPO, we are subject to U.S. federal income taxes, in addition to state, local and foreign income taxes with respect to our allocable share of any taxable income generated by the TPG Operating Group that will flow through to its interest holders, including us. As a result, the unaudited pro forma condensed consolidated statement of operations reflects adjustments to our income tax expense to reflect a blended statutory tax rate of 23.0% at TPG, which was calculated assuming the U.S. federal rates currently in effect and the statutory rates applicable to each state, local and foreign jurisdiction where we estimate our income will be apportioned. The following table summarizes the impact for the periods presented:
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| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Reorganization and Other Transaction Adjustments | |||||
| Income before provision for income taxes | $ | 2,157,059 | $ | 626,204 | ||
| Less: | ||||||
| Provision for local and foreign income taxes | 9,038 | 10,082 | ||||
| Net income (loss) attributable to redeemable interest in Public SPACs | 155,131 | (195,906) | ||||
| Net income attributable to other non-controlling interests | 965,344 | 387,546 | ||||
| Income before provision for income taxes attributable to TPG Operating Group | 1,027,546 | 424,482 | ||||
| TPG Inc. blended statutory tax rate | 0.00 | % | 0.00 | % | ||
| Provision for TPG Inc. statutory income tax | — | — | ||||
| Provision for local and foreign income taxes | 9,038 | 10,082 | ||||
| Less: Prior recorded provision attributable to TPG | 9,038 | 9,779 | ||||
| Adjustment to provision for income taxes | $ | — | $ | 303 |
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Offering Transaction Adjustment | |||||
| Income (loss) before provision for income taxes | $ | 1,656,452 | $ | (50,334) | ||
| Less: | ||||||
| Provision for local and foreign income taxes | 9,038 | 10,082 | ||||
| Net income (loss) attributable to redeemable interest in Public SPACs | 155,131 | (195,906) | ||||
| Net income attributable to other non-controlling interests | 1,191,994 | 28,239 | ||||
| Income before provision for income taxes attributable to TPG Inc. | 300,289 | 107,251 | ||||
| TPG Inc. blended statutory tax rate | 23 | % | 23 | % | ||
| Provision for income taxes | 69,066 | 24,667 | ||||
| Add: Provision for income taxes of consolidated affiliates of TPG Inc. | 8,913 | 8,595 | ||||
| Less: Prior recorded provision attributable to TPG | 9,038 | 10,082 | ||||
| Adjustment to provision for income taxes | $ | 68,941 | $ | 23,180 |
10)Prior to the IPO, TPG held Common Units representing 78.1% of the Common Units and 100% of the interests in certain intermediate holding companies. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs. As a result, we consolidate the financial results of the TPG Operating Group and its consolidated subsidiaries and report non-controlling interests related to the interests held by the other partners of the TPG Operating Group and its consolidated subsidiaries in our consolidated statements of operations. Following the IPO, TPG owns 25.6% of the Common Units, and the other partners of the TPG Operating Group will own the remaining 74.4%, excluding the equity-based compensation expense related to our partners’ unvested TPG Partner Holdings units and indirect economic interests in RemainCo, which has been allocated only to non-controlling interest holders. Net income attributable to non-controlling interests will represent 74.4% of the consolidated income before taxes of the TPG Operating Group. Promote Units are not included in this calculation of ownership interest.
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The computation of the pro forma income attributable to non-controlling interests in the TPG Operating Group is shown below.
| Year ended December 31, 2021 | Year Ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Reorganization and Other Transaction Adjustments | |||||
| Income before provision for income taxes | $ | 2,157,059 | $ | 626,204 | ||
| Less: | ||||||
| Provision for local and foreign income taxes | 9,038 | 10,082 | ||||
| Net income (loss) attributable to redeemable interest in Public SPACs | 155,131 | (195,906) | ||||
| Allocable Income | 1,992,890 | 812,028 | ||||
| Less: | ||||||
| TPG Inc.’s economic interest in the TPG Operating Group (a) | 1,027,546 | 424,482 | ||||
| Net income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries | $ | 965,344 | $ | 387,546 |
___________
(a)The amount represents the net income attributable to non-controlling interest holders in the TPG Operating Group adjusted for the allocation of equity-based compensation expenses related to TPG Partner Holdings units and indirect economic interests in RemainCo held by our partners. Refer to note 6 herein.
| Year ended December 31, 2021 | Year Ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Offering Transaction Adjustment | |||||
| Income (loss) before provision for income taxes | $ | 1,656,452 | $ | (50,334) | ||
| Less: | ||||||
| Provision for local and foreign income taxes | 77,979 | 33,262 | ||||
| Net income (loss) attributable to redeemable interest in Public SPACs | 155,131 | (195,906) | ||||
| Allocable Income | 1,423,342 | 112,310 | ||||
| Less: | ||||||
| TPG Inc.’s economic interest in the TPG Operating Group | 231,348 | 84,071 | ||||
| Net income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries (a) | 1,191,994 | 28,239 | ||||
| Less: As adjusted pro forma income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries | 965,344 | 387,546 | ||||
| Adjustment to income attributable to non-controlling interest in the TPG Operating Group and its consolidated subsidiaries | $ | 226,650 | $ | (359,307) |
___________
(a)The amount represents the net income attributable to non-controlling interest holders in the TPG Operating Group adjusted for the allocation of equity-based compensation expenses related to TPG Partner Holdings units and indirect economic interests in RemainCo held by our partners. Refer to note 6 herein.
11)Pro forma basic net income per share is computed by dividing net income available to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. The weighted-average shares outstanding excludes shares of Class A common stock reserved for issuance under the Omnibus Plan equal to 10% of our shares of Class A common stock, measured on a fully-diluted, as converted basis, including that we intend to grant up to 4% to certain of our people in connection with the IPO, as well as certain long-term performance incentive awards and awards to our independent directors. We anticipate that a portion of the RSUs we intend to grant to certain of our people in connection with the offering will be granted immediately following the effectiveness of the IPO and a portion may be granted thereafter in 2022 in relation to the IPO, including to people hired for new roles created in connection with the IPO. Pro forma diluted net income per share is computed by adjusting the net income available to Class A common stockholders and the weighted-average shares of Class A common stock outstanding to give effect to potentially dilutive securities. The calculation of diluted earnings per share excludes Class B common stock, which may only be held by the TPG Operating Group owners other than us
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or our wholly-owned subsidiaries and their respective permitted transferees, and are therefore not included in the computation of pro forma basic or diluted net income per share.
12)The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net income per share.
| Year ended December 31, 2021 | Year ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands, except share and per share amounts) | ||||||
| Pro forma basic net income per share: | ||||||
| Numerator | ||||||
| Net income (loss) | $ | 1,578,473 | $ | (83,596) | ||
| Less: Net income attributable to participating securities | 23,089 | 8,513 | ||||
| Net income (loss) attributable to redeemable interests in Public SPACs | 155,131 | (195,906) | ||||
| Net income attributable to interests in other non-controlling interest | 1,169,357 | 20,132 | ||||
| Net income (loss) attributable to Class A common stockholders – Basic | $ | 230,896 | $ | 83,665 | ||
| Denominator | ||||||
| Shares of Class A common stock outstanding – Basic | 79,360,700 | 79,254,937 | ||||
| Basic net income per share | $ | 2.91 | $ | 1.06 | ||
| Pro forma diluted net income per share: | ||||||
| Numerator | ||||||
| Net income (loss) attributable to Class A common stockholders – Basic | $ | 230,896 | $ | 83,665 | ||
| Reallocation of net income (loss) assuming exchange of Common Units to Class A common stocks | 324,052 | (212,355) | ||||
| Net income (loss) attributable to Class A common stockholders – Diluted | $ | 554,948 | $ | (128,690) | ||
| Denominator | ||||||
| Weighted-average shares of Class A common stock outstanding – Basic | 79,360,700 | 79,254,937 | ||||
| Vesting of restricted share awards | — | — | ||||
| Exchange of Common Units to Class A common stocks | 229,652,641 | 229,652,641 | ||||
| Weighted-average shares of Class A common stock outstanding – Diluted | 309,013,341 | 308,907,578 | ||||
| Diluted net income (loss) per share: | $ | 1.80 | $ | (0.42) |
In computing the dilutive effect, if any, that equity-based awards would have on earnings per share, we consider the reallocation of net income between holders of Class A common stock and non-controlling interests.
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Unaudited Pro Forma Non-GAAP Financial Measures
The following table sets forth our non-GAAP and pro forma non-GAAP financial measures after Offering Transaction Adjustments for the year ended December 31, 2021:
| Year ended December 31, 2021 | Year ended December 31, 2020 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Non-GAAP | Pro Forma Non-GAAP | Non-GAAP | Pro Forma Non-GAAP | ||||||||||
| Management fees | $ | 718,364 | $ | 718,364 | $ | 623,658 | $ | 623,658 | ||||||
| Transaction, monitoring, and other fees, net | 102,041 | 102,041 | 49,455 | 49,455 | ||||||||||
| Other income | 46,673 | 53,957 | (1) | 42,920 | 54,339 | (1) | ||||||||
| Fee Related Revenues | 867,078 | 874,362 | 716,033 | 727,452 | ||||||||||
| Compensation and benefits, net | 521,413 | 381,135 | (2) | 441,245 | 327,548 | (2) | ||||||||
| Operating expenses, net | 167,114 | 167,114 | 173,338 | 173,338 | ||||||||||
| Fee Related Expenses | 688,527 | 548,249 | 614,583 | 500,886 | ||||||||||
| Total Fee-Related Earnings | $ | 178,551 | $ | 326,113 | $ | 101,450 | $ | 226,566 | ||||||
| Realized performance allocations, net | 999,603 | 204,664 | (2), (3) | 313,490 | 40,817 | (2), (3) | ||||||||
| Realized investment income and other, net | 92,720 | 66,720 | (4) | 57,231 | 5,036 | (4) | ||||||||
| Depreciation expense | (6,775) | (6,775) | (6,556) | (6,556) | ||||||||||
| Interest expense, net | (14,928) | (18,919) | (5) | (14,843) | (18,835) | (5) | ||||||||
| Distributable Earnings | $ | 1,249,171 | $ | 571,803 | $ | 450,772 | $ | 247,028 | ||||||
| Income taxes | (9,308) | (33,684) | (6) | (9,305) | (14,552) | (6) | ||||||||
| After-Tax Distributable Earnings | $ | 1,239,863 | $ | 538,119 | $ | 441,467 | $ | 232,476 |
Notes to the Unaudited Pro Forma Non-GAAP Financial Measures
1)The difference in other income between non-GAAP and pro forma non-GAAP financial measures is attributable to: (i) removing the other income associated with the other investments that were transferred to RemainCo and (ii) an administrative services fee that we will receive for managing the Excluded Assets transferred to RemainCo that are not part of the TPG Operating Group. The fee is based on 1% of the net asset value of RemainCo.
2)This adjustment reflects the reduction of our cash-based bonuses we historically paid to our partners and professionals within compensation and benefits, net. Through the Reorganization, we have increased certain of our people’s share of performance allocations associated with the Specified Company Assets from approximately 50% to between 65% and 70%. The impact of this is a decrease in compensation and benefits, net of $140.3 million and $113.7 million for the years ended December 31, 2021 and 2020, respectively.
3)Realized performance allocations, net only include the amounts the TPG Operating Group is entitled to after gross realized performance allocations has been reduced by realized performance allocation compensation and non-controlling interests. Following the Reorganization, the TPG Operating Group will receive approximately 20% of the future performance allocations associated with the general partner entities that retained an economic interest in. This adjustment to our sharing percentage was made to allow us to reduce cash-based bonuses paid to our partners. The impact of this adjustment is a decrease in realized performance allocations, net of $794.9 million and $272.7 million for the years ended December 31, 2021 and 2020, respectively.
4)The difference in realized investment income and other, net is related to the transfer to RemainCo of the certain other investments that make up the Excluded Assets. The TPG Operating Group retained its interests in our strategic investments in NewQuest, Harlem Capital Partners, VamosVentures and LandSpire Group. This resulted in a decrease to realized investment income and other, net of $26.0 million and $32.7 million for the years ended December 31, 2021 and 2020, respectively. Also, $19.5 million of additional non-recurring transaction and reorganization related costs are reflected as if incurred during the year ended December 31, 2020.
5)This difference relates to additional interest expense from new financing the TPG Operating Group used to declare a distribution of $200.0 million to our controlling and non-controlling interest holders prior to the Reorganization and the IPO. The distribution was made with $200.0 million proceeds from the senior unsecured term loan issuance. The
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Senior Unsecured Term Loan carries an interest rate of LIBOR plus 1.00% and matures in December 2024. The impact of the adjustment is an increase to interest expense of $4.0 million for the years ended December 31, 2021 and 2020.
6)The difference in income tax expense is attributable to the Corporate Conversion. The income tax expense adjustment reflects TPG Inc.’s share of pro forma pre-tax distributable earnings, which equals 25.6%, multiplied by TPG Inc.’s effective tax rate of 23.0%.
Unaudited Pro Forma Non-GAAP Balance Sheet Measures
Book assets, book liabilities and net book value are non-GAAP performance measures of TPG Operating Group’s assets, liabilities and equity on a deconsolidated basis which reflects our investments in subsidiaries as equity method investments. Additionally, the book assets, book liabilities and net book value include the tax assets and liabilities of TPG Inc. Following the Reorganization and the IPO, we plan to utilize these measures to assess the unrealized value of our book assets after deducting for book liabilities and as well as assess our indirect interest in accrued performance allocations from our TPG Funds and our co-investments in TPG Funds and third-party investments. We believe these measures will be useful to investors as they will provide additional insight into the net assets of the TPG Operating Group on a deconsolidated basis. These non-GAAP financial measures should not be considered as a substitute for, or superior to, similar financial measures calculated in accordance with GAAP. These non-GAAP financial measures may differ from the calculations of other alternative asset managers and, as a result, may not be comparable to similar measures presented by other companies.
The following table sets forth our pro forma non-GAAP book assets, book liabilities and book value after the IPO transaction adjustments as of December 31, 2021:
| Year ended December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | Non-GAAP | Pro Forma Non-GAAP | ||||||
| Book Assets | ||||||||
| Cash and cash equivalents | $ | 242,370 | $ | 646,387 | (1), (2) | |||
| Restricted cash | 13,135 | 13,135 | ||||||
| Accrued performance allocations | 1,344,348 | 769,283 | (3) | |||||
| Other investments | 894,741 | 894,741 | ||||||
| Other assets, net | 398,154 | 169,713 | (1), (2) | |||||
| Total Book Assets | $ | 2,892,748 | $ | 2,493,259 | ||||
| Book Liabilities | ||||||||
| Accounts payable, accrued expenses and other | $ | 525,267 | $ | 308,421 | (1), (2), (4) | |||
| Securitized borrowing, net | 244,950 | 244,950 | ||||||
| Senior unsecured term loan | 199,494 | 199,494 | ||||||
| Total Book Liabilities | $ | 969,711 | $ | 752,865 | ||||
| Net Book Value | $ | 1,923,037 | $ | 1,740,394 | (5) |
Notes to the Unaudited Pro Forma Non-GAAP Balance Sheet Measures
1)The difference between non-GAAP and Pro Forma non-GAAP balance sheet measures relates to the transfer of Excluded Assets, which consist of rights to future performance allocations related to certain general partner entities as described in Note 1 in the Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition. Additionally, certain of our other investments and investments into TPG Funds have been excluded, because such interests are not part of the TPG Operating Group. We would have transferred (i) $27.2 million of cash; (ii) $204.5 million of other assets; and (iii) $203.3 million of other liabilities to RemainCo.
2)Includes $431.2 million of proceeds, net of estimated underwriting discounts and unpaid offering costs of $31.8 million, of which $24.0 million was previously capitalized and accrued in Other Assets, net and Accounts payable, accrued expenses and other, respectively.
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3)Following the Reorganization, the TPG Operating Group and Common Unit holders are expected to receive approximately 20% of the future performance allocations associated with the general partner entities that we retain an economic interest in as described in Note 2 above in the Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition. This adjustment reduces our share of accrued performance allocations by $575.1 million.
4)Reflects a Tax Receivable Agreement liability of $10.4 million related to the Reorganization of TPG into a corporation and associated offering transactions.
5)Represents the impact to the net book value of the TPG Operating Group after the IPO transaction adjustments.
Reconciliations to GAAP Measures
The following table reconciles the most directly comparable financial measures calculated and presented in the Unaudited Pro Forma GAAP Statement of Operations to our Unaudited Non-GAAP Pro Forma financial measures for the years ended December 31, 2021 and 2020.
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands) | 2021 | 2020 | ||||
| Total Pro Forma GAAP Net Income (loss) | $ | 1,578,473 | $ | (83,596) | ||
| Net income (loss) attributable to redeemable equity in Public SPACs | (155,131) | 195,906 | ||||
| Net income attributable to other non-controlling interests | (756,925) | (395,032) | ||||
| Performance fees from other non-controlling interest | (5,908) | — | ||||
| Share-based compensation expense | 500,608 | 657,042 | ||||
| Amortization expense | 14,195 | — | ||||
| Unrealized performance allocations, net | (425,924) | (153,807) | ||||
| Unrealized investment income | (232,988) | (15,542) | ||||
| Unrealized loss on derivatives | (20,626) | 9,570 | ||||
| Income tax expense | 44,565 | 17,935 | ||||
| Other | (2,220) | — | ||||
| Pro Forma After-tax Distributable Earnings | $ | 538,119 | $ | 232,476 | ||
| Income tax expense | 33,684 | 14,552 | ||||
| Pro Forma Distributable Earnings | $ | 571,803 | $ | 247,028 | ||
| Realized performance fees, net | (204,664) | (40,817) | ||||
| Realized investment income and other, net | (66,719) | (5,036) | ||||
| Depreciation expense | 6,775 | 6,556 | ||||
| Interest expense, net | 18,918 | 18,835 | ||||
| Total Pro Forma Fee-Related Earnings | $ | 326,113 | $ | 226,566 |
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The following tables provide reconciliations of Unaudited Pro Forma Assets and Liabilities measures to our Unaudited Non-GAAP Pro Forma Book Assets and Liabilities as of December 31, 2021.
| ($ in thousands) | Year ended December 31, 2021 | ||
|---|---|---|---|
| Total Pro Forma GAAP Assets | $ | 9,342,042 | |
| Impact of consolidated TPG Funds and Public SPACs | (1,024,465) | ||
| Impact of other consolidated entities | (5,306,966) | ||
| Impact of Promote Units | (517,352) | ||
| Total Pro Forma Book Assets | $ | 2,493,259 | |
| Total Pro Forma GAAP Liabilities | $ | 5,331,852 | |
| Impact of consolidated TPG Funds and Public SPACs | (56,532) | ||
| Accrued performance allocation compensation | (3,848,126) | ||
| Impact of other consolidated entities | (674,329) | ||
| Total Pro Forma Book Liabilities | $ | 752,865 | |
| Total Pro Forma GAAP Redeemable equity from consolidated Public SPACs | $ | 1,000,027 | |
| Impact of consolidated TPG Funds and Public SPACs | (1,000,027) | ||
| Total Pro Forma GAAP Redeemable equity from consolidated Public SPACs | $ | — | |
| Total Pro Forma GAAP Equity | $ | 3,010,163 | |
| Impact of consolidated TPG Funds and Public SPACs | 32,094 | ||
| Accrued performance allocation compensation | 3,848,126 | ||
| Impact of other consolidated entities | (4,632,637) | ||
| Impact of Promote Units | (517,352) | ||
| Total Pro Forma Net Book Value | $ | 1,740,394 |
Non-GAAP Financial Measures
Distributable Earnings. DE is used to assess performance and amounts potentially available for distributions to partners. DE is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of net income. DE differs from GAAP net income computed in accordance with GAAP in that it does not include (i) unrealized performance allocations and related compensation and benefit expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities, or (v) certain non-cash items, such as contingent reserves.
While we believe that the inclusion or exclusion of the aforementioned GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of DE without consideration of the related GAAP measures is not adequate due to the adjustments described herein. This measure supplements GAAP net income and should be considered in addition to and not in lieu of the results of operations presented accordance with GAAP discussed further under “—Key Components of our Results of Operations—Results of Operations” prepared in accordance with GAAP.
After-tax Distributable Earnings. After-tax Distributable Earnings (“After-tax DE”) is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income tax expense. We use it to assess how income tax expense effects amounts available to be distributed to our partners. After-tax DE differs from GAAP net income computed in accordance with GAAP in that it does not include the items described in the definition of DE herein; however, unlike DE it does reflect the impact of income tax expense.
We believe that while the inclusion or exclusion of the aforementioned GAAP income statement items provides investors with a meaningful indication of our core operating performance, the use of After-tax DE without consideration of the related GAAP measures is not adequate due to the adjustments described herein. This measure supplements GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with GAAP discussed further under “—Key Components of our Results of Operations-Results of Operations.”
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Fee-Related Earnings. FRE is a supplemental performance measure and is used to evaluate our business and make resource deployment and other operational decisions. FRE differs from net income computed in accordance with GAAP in that it adjusts for the items included in the calculation of DE and also adjusts to exclude (i) realized performance allocations and related compensation expense, (ii) realized investment income from investments and financial instruments, (iii) net interest (interest expense less interest income), (iv) depreciation, (v) amortization and (vi) certain non-core income and expenses. We use FRE to measure the ability of our business to cover compensation and operating expenses from fee revenues other than capital allocation-based income. The use of FRE without consideration of the related GAAP measures is not adequate due to the adjustments described herein.
Fee-Related Revenues. Fee-related revenues is a component of FRE. Fee-related revenues is comprised of (i) management fees, (ii) transaction, monitoring and other fees, net, and (iii) other income. Fee-related revenue differs from revenue computed in accordance with GAAP in that it excludes certain reimbursement expense arrangements. Refer to “—Reconciliation to GAAP Measures” to the comparable line items on the combined statements of operations.
Fee-Related Expenses. Fee-related expenses is a component of FRE. Fee-related expenses differs from expenses computed in accordance with GAAP in that it is net of certain reimbursement arrangements. Fee-related expenses is used in management’s review of the business. Refer to “—Reconciliation to GAAP Measures” to the comparable line items on the combined statements of operations.
Fee-related revenues and fee-related expenses are presented separately in our calculation of non-GAAP measures in order to better illustrate the profitability of our FRE. The use of fee-related revenues and FRE without consideration of the related GAAP measures is not adequate due to the adjustments described herein.
Our calculations of DE, FRE, fee-related revenue and fee-related expenses may differ from the calculations of other investment managers. As a result, these measures may not be comparable to similar measures presented by other investment managers.
The following table sets forth our total FRE and DE for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in thousands) | ||||||||||
| Management fees | $ | 718,364 | $ | 623,658 | $ | 588,614 | ||||
| Transaction, monitoring, and other fees, net | 102,041 | 49,455 | 48,293 | |||||||
| Other income | 46,673 | 42,920 | 54,391 | |||||||
| Fee Related Revenues | 867,078 | 716,033 | 691,298 | |||||||
| Compensation and benefits, net | 521,413 | 441,245 | 428,484 | |||||||
| Operating expenses, net | 167,114 | 173,338 | 193,580 | |||||||
| Fee Related Expenses | 688,527 | 614,583 | 622,064 | |||||||
| Total Fee-Related Earnings | $ | 178,551 | $ | 101,450 | $ | 69,234 | ||||
| Realized performance allocations, net | 999,603 | 313,490 | 285,977 | |||||||
| Realized investment income and other, net | 92,720 | 57,231 | 54,239 | |||||||
| Depreciation expense | (6,775) | (6,556) | (6,419) | |||||||
| Interest expense, net | (14,928) | (14,843) | (4,255) | |||||||
| Distributable Earnings | $ | 1,249,171 | $ | 450,772 | $ | 398,776 | ||||
| Income taxes | (9,308) | (9,305) | (5,454) | |||||||
| After-Tax Distributable Earnings | $ | 1,239,863 | $ | 441,467 | $ | 393,322 |
Within our GAAP Results of Operations, our former affiliate is presented as an equity method investment beginning May 1, 2020 and was consolidated prior to such date. For comparability purposes across all periods presented, the historical non-GAAP financial measures presented in the table above reflect our former affiliate business as being deconsolidated and its net earnings are included within Other Income. Please refer to “—Reconciliation of GAAP Measures.”
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Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Fee-Related Revenues
Fee-related revenues increased by $151.0 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily due to higher management fees of $94.7 million and transaction, monitoring and other fees, net of $52.6 million, and other income of $3.8 million.
Management Fees
The following table presents management fees in our platforms for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 335,376 | $ | 335,123 | ||
| Growth | 142,388 | 110,551 | ||||
| Impact | 106,096 | 63,755 | ||||
| Real Estate | 70,442 | 70,449 | ||||
| Market Solutions | 64,062 | 43,780 | ||||
| Total Management Fees | $ | 718,364 | $ | 623,658 |
The increase in management fees of $94.7 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was largely due to additional management fees of $42.3 million earned from the Impact platform, primarily as a result of the launch of Rise Climate during the third quarter of 2021. Management fees generated from the Growth platform increased $31.8 million, primarily driven by Growth V, TTAD I, and TDM which generated $49.7 million, $5.2 million, and $3.0 million, respectively, in additional management fees, partially offset by lower fees generated from Growth IV of $21.9 million. Market Solutions also contributed $20.3 million to the overall management fee increase primarily due to the acquisition of the NewQuest funds during the year.
Certain management fees in the year ended December 31, 2021 were considered catch-up fees as a result of additional capital commitments from limited partners to Growth V and Rise II in the amounts of $9.2 million and $0.2 million, respectively. Both funds had their initial close in 2020.
Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Market Solutions | $ | 91,737 | $ | 35,678 | ||
| Capital | 5,545 | 9,058 | ||||
| Impact | 4,264 | 3,809 | ||||
| Growth | 495 | 560 | ||||
| Real Estate | — | 350 | ||||
| Total Transaction, Monitoring, and Other Fees, Net | $ | 102,041 | $ | 49,455 |
The increase in transaction, monitoring and other fees, net of $52.6 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily attributable to the Market Solutions platform as a result of higher levels of participation by our broker-dealer in the debt and equity capital markets activities of our portfolio companies. The increase was partially offset by decreased transaction fees earned from portfolio companies in TPG VII of the Capital platform.
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Other Income
The following table presents other income for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Former affiliate funds | $ | 38,942 | $ | 34,204 | ||
| Other investments | 5,161 | 7,186 | ||||
| Other income | 2,570 | 1,530 | ||||
| Total Other Income(1) | $ | 46,673 | $ | 42,920 |
___________
(1) Includes other income of $13.5 million and $5.8 million during the years ended December 31, 2021 and 2020, respectively, generated by certain other investments that were transferred to RemainCo as Excluded Assets on December 31, 2021.
The increase in other income of $3.8 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily driven by appreciation from our investment in our former affiliate resulting in $4.8 million of additional income.
Fee-Related Expenses
Fee-related expenses increased by $73.9 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily comprised of additional compensation and benefits, net of $80.2 million, partially offset by decreased operating expenses, net of $6.2 million.
Compensation and Benefits, Net
The following table presents compensation and benefits, net for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Salaries and benefits | $ | 169,552 | $ | 158,967 | ||
| Bonuses(1) | 342,276 | 278,059 | ||||
| Benefits and other | 71,065 | 60,980 | ||||
| Reimbursements | (61,480) | (56,761) | ||||
| Total Compensation and Benefits, Net | $ | 521,413 | $ | 441,245 |
___________
(1)Includes bonus compensation of $138.6 million and $113.7 million during the year ended December 31, 2021 and 2020, respectively, for TPG senior professionals that we anticipate being paid as performance allocation rather than discretionary bonus beginning in 2022.
The increase in compensation and benefits, net of $80.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to increased bonuses of $64.2 million, benefits and other of $10.1 million, and salaries and benefits of $10.6 million as a result of additional headcount and merit increases driven by growth in fee-related revenues and the consolidation of NewQuest. The increase was partially offset by additional compensation reimbursements related to services provided to certain funds and portfolio companies.
Operating Expenses, Net
Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to TPG funds and monitoring services provided to our portfolio companies in the amounts of $18.7 million and $14.8 million for the years ended December 31, 2021 and 2020, respectively.
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The decrease in operating expenses, net of $6.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to a decrease in office expenses of $3.1 million, travel expenses of $2.3 million, and additional reimbursements related to services provided to certain funds and portfolio companies of $3.9 million, partially offset by a higher level of professional fees and other administrative costs of $6.5 million.
Realized Performance Allocations, Net
Realized performance allocations, net include gross realized performance allocations of $1,957.5 million and $607.2 million, net of realized performance allocations to TPG affiliated partners of $957.9 million and $293.7 million during the year ended December 31, 2021 and 2020, respectively.
The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 725,171 | $ | 178,317 | ||
| Growth | 234,025 | 79,138 | ||||
| Real Estate | 27,707 | 4,763 | ||||
| Market Solutions | 12,132 | 51,272 | ||||
| Impact | 568 | — | ||||
| Total Realized Performance Allocations, Net(1) | $ | 999,603 | $ | 313,490 |
___________
(1)Includes realized performance allocations, net of $794.9 million and $272.7 million during the years ended December 31, 2021 and 2020, respectively, attributable to the TPG Operating Group Excluded entities. As previously described herein, these entities’ performance allocations will not be a component of distributable earnings beginning in 2022.
Realized performance allocations, net $999.6 million for the year ended December 31, 2021 were largely generated from realizations in TPG VII of $501.6 million, TPG VI of $173.5 million and Asia VI of $28.4 million in the Capital platform. Realizations from the Growth platform were generated from Growth III of $131.2 million, Growth II of $35.8 million, Biotech III of $27.8 million, TSI of $24.0 million and TTAD I of $11.2 million. Realizations from the Real Estate platform were generated from Real Estate II of $24.5 million. The activity consisted of realizations sourced from portfolio companies including Astound, Kindred at Home, Transplace Holdings, Creative Artists Agency, DirecTV and Medical Solutions.
Realized performance allocations, net of $313.5 million for the year ended December 31, 2020 were largely generated from realizations in TPG VI of $53.2 million and TPG VII of $105.2 million in the Capital platform. Realizations from the Growth platform were generated from Growth II of $58.8 million, and TPG Pace within the Market Solutions platform. The realized performance allocation mainly consisted of amounts from portfolio companies including WellSky, LLamasoft, IQVIA Holdings, Inc. (NYSE: IQV), Uber (NYSE: UBER) and Adare Pharmaceuticals.
Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Investments in TPG funds | $ | 111,151 | $ | 32,215 | ||
| Other investments | 23,647 | 32,276 | ||||
| Non-core income (expense) | (42,078) | (7,260) | ||||
| Total Realized Investment Income and Other, Net(1) | $ | 92,720 | $ | 57,231 |
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___________
(1)Includes realized investment income and other, net of $26.0 million and $32.7 million during the years ended December 31, 2021 and 2020, respectively, generated by certain other investments that were transferred to RemainCo as of December 31, 2021.
The increase in realized investment income and other, net of $35.5 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to realizations from our investments in the TPG Funds for $78.3 million driven by the Capital platform by $53.5 million, Growth platform by $10.6 million and Market Solutions platform by $3.4 million. The increase was partially offset by a reduction in other investments of $8.0 million and increased non-core transaction expenses of $28.3 million primarily related to the Reorganization described in the Organization section herein.
Depreciation
Depreciation expense increased $0.2 million between the years ended December 31, 2021 and 2020, respectively. There were no significant purchases or disposals that occurred during the period.
Interest Expense, Net
The following table presents interest expense, net for the years ended December 31, 2021 and 2020:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Interest expense | $ | 15,728 | $ | 18,343 | ||
| Interest (income) | (800) | (3,500) | ||||
| Interest Expense, Net | $ | 14,928 | $ | 14,843 |
The increase in interest expense, net during the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to decreased interest income from cash balances, partially offset by decreased interest expense due to the payoff of an outstanding credit facility balance in 2021.
Distributable Earnings
The increase in DE for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to higher FRE, realized performance allocations, net, and realized investment income and other, net, partially offset by an increase in interest expense, net.
Income Taxes
Income taxes were consistent for the years ended December 31, 2021 and December 31, 2020 driven by stable income generated by our consolidated foreign subsidiaries.
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Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Fee-related revenues increased by $24.7 million for the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase was primarily due to higher management fees of $35.0 million and transaction, monitoring and other fees, net of $1.2 million, partially offset by a decrease in other income of $11.5 million.
Management Fees
The following table presents management fees in our platforms for the years ended December 31, 2020 and 2019:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 335,123 | $ | 331,358 | ||
| Growth | 110,551 | 109,554 | ||||
| Real Estate | 70,449 | 72,729 | ||||
| Impact | 63,755 | 43,452 | ||||
| Market Solutions | 43,780 | 31,521 | ||||
| Total Management Fees | $ | 623,658 | $ | 588,614 |
The increase in management fees of $35.0 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily driven from TPG VIII and THP totaling an additional $12.0 million, Growth II Gator of $7.6 million arising from the full-year effect of the fund during the year ended December 31, 2020, $4.1 million in TTAD I, fees earned from TPEP of $12.2 million and $32.7 million from closing of Rise II and Evercare during the year ended December 31, 2019. This was offset by lower management fees of $0.6 million related to the step down from TREP II following the closing of TREP III in 2018 as well as $12.1 million from Rise I, $4.6 million from Asia VII, $7.4 million from Growth II and $6.7 million from Growth IV.
$6.9 million of management fees in the year ended December 31, 2019 were considered catch-up fees from additional capital commitments from limited partners to Asia VII, which had its first close in 2017.
Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the years ended December 31, 2020 and 2019:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| ($ in thousands) | ||||||
| Market Solutions | $ | 35,678 | $ | 10,095 | ||
| Capital | 9,058 | 23,735 | ||||
| Impact | 3,809 | 5,587 | ||||
| Growth | 560 | 579 | ||||
| Real Estate | 350 | 8,297 | ||||
| Total Transaction, Monitoring, and Other Fees, Net | $ | 49,455 | $ | 48,293 |
The increase in transaction, monitoring and other fees, net of $1.2 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019 was attributable to the Market Solutions platform as a result of higher levels of participation by our broker-dealer in the debt and equity capital markets activities of our portfolio companies during the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was offset by decreased monitoring fees earned from portfolio companies of the Capital platform and incentive fees earned from the Real Estate platform.
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Other Income
The following table presents other income for the years ended December 31, 2020 and 2019:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| ($ in thousands) | ||||||
| Former affiliate funds | $ | 34,204 | $ | 48,320 | ||
| Other investments | 7,186 | 3,815 | ||||
| Other income | 1,530 | 2,256 | ||||
| Total Other Income(1) | $ | 42,920 | $ | 54,391 |
___________
(1)Includes other income of $5.8 million, $21.0 million and $17.8 million during the years ended December 31, 2020 and 2019, respectively, generated by certain other investments were transferred to RemainCo as of December 31, 2021.
The decrease in other income of $11.5 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019 was primarily driven by reduced economics from our investment in our former affiliate, partially offset by reimbursements for operational services provided to our former affiliate and an increase in income from our other investments.
Fee-Related Expenses
Fee-related expenses decreased by $7.5 million for the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease was primarily comprised of reduced operating expenses, net of $20.3 million, partially offset by increased compensation and benefits, net of $12.8 million.
Compensation and Benefits, Net
The following table presents compensation and benefits, net for the years ended December 31, 2020 and 2019:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| ($ in thousands) | ||||||
| Salaries and benefits | $ | 158,967 | $ | 152,513 | ||
| Bonuses(1) | 278,059 | 262,394 | ||||
| Benefits and other | 60,980 | 66,824 | ||||
| Reimbursements | (56,761) | (53,247) | ||||
| Total Compensation and Benefits, Net | $ | 441,245 | $ | 428,484 |
___________
(1)Includes bonus compensation of $113.7 million and $113.2 million during the years ended December 31, 2020 and 2019, respectively, for TPG senior professionals that we anticipate being paid as performance allocation rather than discretionary bonus beginning in 2022.
The increase in compensation and benefits, net of $12.8 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to an increase in salaries from growth in headcount and merit. Bonuses increased as a result of merit and growth in fee-related revenues, partially offset by increased compensation reimbursements related to services provided to certain funds and portfolio companies.
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Operating Expenses, Net
Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to TPG funds and monitoring services provided to our portfolio companies in the amounts of $14.8 million, and $14.3 million during the years ended December 31, 2020 and 2019, respectively.
The decrease in operating expenses, net of $20.3 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to the amount of certain reimbursable expenses. Additionally, there was a decrease in travel and overhead related expenses as a result of the COVID-19 pandemic. These decreases were partially offset by a higher level of professional fees and other administrative costs in connection with the growth of the business.
Realized Performance Allocations, Net
Realized performance allocations, net include gross realized performance allocations of $607.2 million and $578.8 million and net of realized performance allocations to TPG affiliated partners of $293.7 million and $292.9 million for the years ended December 31, 2020 and 2019, respectively.
The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2020 and 2019:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| ($ in thousands) | ||||||
| Capital | $ | 178,317 | $ | 82,097 | ||
| Growth | 79,138 | 89,088 | ||||
| Real Estate | 51,272 | 111,128 | ||||
| Market Solutions | 4,763 | 3,664 | ||||
| Total Realized Performance Allocations, Net(1) | $ | 313,490 | $ | 285,977 |
___________
(1)Includes realized performance allocations, net of $272.7 million and $260.8 million during the years ended December 31, 2020 and 2019, respectively, attributable to the TPG Operating Group Excluded entities. As previously described herein, these entities’ performance allocations will not be a component of distributable earnings beginning in 2022.
Realized performance allocations, net of $313.5 million for the year ended December 31, 2020 were largely generated from realizations in the Capital platform, including TPG VI for $53.2 million and TPG VII for $105.2 million, the Growth platform, including Growth II for $58.8 million, and TPG Pace within the Market Solutions platform. The realized performance allocation mainly consisted of amounts from portfolio companies including WellSky, LLamasoft, IQVIA Holdings, Inc. (NYSE: IQV), Uber (NYSE: UBER) and Adare Pharmaceuticals.
Realized performance allocations, net of $286.0 million for the year ended December 31, 2019 were largely generated from realizations in the Capital platform, including TPG VI for $20.4 million and Asia V for $53.5 million, the Growth platform, including Growth II for $82.9 million and TPG Pace within the Market Solutions platform. The realized performance allocation mainly consisted of amounts from portfolio companies including IQVIA Holdings, Inc. (NYSE: IQV), Lenta (LSE: LNTA), Transporeon, Nexeo Solutions (NASDAQ: NXEO) and McAfee Corp (NASDAQ: MCFE).
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Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the years ended December 31, 2020 and 2019:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| ($ in thousands) | ||||||
| Other investments | $ | 32,276 | $ | 45,320 | ||
| Investments in TPG funds | 32,215 | 26,554 | ||||
| Non-core income (expense) | (7,260) | (17,635) | ||||
| Total Realized Investment Income and Other, Net(1) | $ | 57,231 | $ | 54,239 |
___________
(1)Includes realized investment income and other, net of $32.7 million and $56.7 million during the years ended December 31, 2020 and 2019, respectively, generated by certain other investments that were transferred to RemainCo as of December 31, 2021.
The increase in realized investment income and other, net of $3.0 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to the reduced transaction expenses in non-core income (expense) of $10.4 million as well as realizations from our investments in the Capital platform. The increases were offset by a decrease in other investments related to the disaffiliation of our former affiliate.
Depreciation
Depreciation expense was consistent between the years ended December 31, 2020 and 2019, respectively. There were no significant purchases or disposals that occurred during the year.
Interest Expense, Net
The following table presents interest expense, net for the years ended December 31, 2020 and 2019:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| ($ in thousands) | ||||||
| Interest expense | $ | 18,343 | $ | 13,474 | ||
| Interest (income) | (3,500) | (9,219) | ||||
| Interest Expense, Net | $ | 14,843 | $ | 4,255 |
The increase in interest expense, net during the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to an increase in interest expense as a result of incremental debt outstanding following borrowings under the Revolving Credit Facility to Affiliate in March 2020 and the issuance of the Series B Securitization Notes in October 2019 as well as a decrease of interest income due to lower interest-earning cash balances and generally lower returns earned on cash balances.
Distributable Earnings
The increase in DE for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to higher FRE, realized performance allocations, net, and realized investment income and other, net, partially offset by an increase in interest expense, net.
Income Taxes
The increase in income taxes for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to higher income generated by our consolidated foreign subsidiaries.
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Reconciliation to GAAP Measures
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with GAAP to non-GAAP financial measures for the years ended December 31, 2021, 2020 and 2019:
Revenue
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in thousands) | ||||||||||
| GAAP Revenue | $ | 4,976,387 | $ | 2,114,838 | $ | 1,987,855 | ||||
| Capital-allocation income | (3,998,483) | (1,231,472) | (955,977) | |||||||
| Deconsolidation of former affiliate | — | (87,235) | (239,775) | |||||||
| Expense reimbursements | (132,810) | (110,457) | (151,645) | |||||||
| Investment income and other | 21,984 | 30,359 | 50,840 | |||||||
| Fee-Related Revenue | $ | 867,078 | $ | 716,033 | $ | 691,298 |
Expenses
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in thousands) | ||||||||||
| GAAP Expenses | $ | 916,566 | $ | 817,556 | $ | 968,481 | ||||
| Depreciation and amortization expense | (21,223) | (7,137) | (8,741) | |||||||
| Interest expense | (16,291) | (18,993) | (15,532) | |||||||
| Expenses related to consolidated TPG Funds and Public SPACs | (20,764) | (7,963) | (11,554) | |||||||
| Deconsolidation of former affiliate | — | (96,324) | (139,781) | |||||||
| Expense reimbursements | (132,810) | (110,457) | (151,645) | |||||||
| Non-core expenses and other | (36,951) | 37,901 | (19,164) | |||||||
| Fee-Related Expenses | $ | 688,527 | $ | 614,583 | $ | 622,064 |
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Net income
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in thousands) | ||||||||||
| Net Income | $ | 4,655,997 | $ | 1,438,932 | $ | 1,180,443 | ||||
| Net (income) loss attributable to redeemable interests in Public SPACs | (155,131) | 195,906 | 9,684 | |||||||
| Net (income) loss attributable to non-controlling interests in consolidated TPG Funds | (19,287) | 12,380 | (58,055) | |||||||
| Net loss attributable to other non-controlling interests | (2,081,170) | (548,504) | (561,189) | |||||||
| Gain on deconsolidation | — | (401,695) | — | |||||||
| Amortization expense | 14,195 | — | — | |||||||
| Unrealized performance allocations, net | (856,505) | (267,432) | (153,009) | |||||||
| Unrealized investment income | (295,390) | (20,009) | (36,915) | |||||||
| Unrealized (gain) loss on derivatives | (20,626) | 21,056 | 1,530 | |||||||
| Non-recurring items | (2,220) | 10,833 | 10,833 | |||||||
| After-tax Distributable Earnings | $ | 1,239,863 | $ | 441,467 | $ | 393,322 | ||||
| Income taxes | 9,308 | 9,305 | 5,454 | |||||||
| Distributable Earnings | $ | 1,249,171 | $ | 450,772 | $ | 398,776 | ||||
| Realized performance allocations, net | (999,603) | (313,490) | (285,977) | |||||||
| Realized investment income and other, net | (92,720) | (57,231) | (54,239) | |||||||
| Depreciation expense | 6,775 | 6,556 | 6,419 | |||||||
| Interest expense, net | 14,928 | 14,843 | 4,255 | |||||||
| Fee-Related Earnings | $ | 178,551 | $ | 101,450 | $ | 69,234 |
Balance sheet
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with GAAP to non-GAAP financial measures for the years ended December 31, 2021 and 2020:
| ($ in thousands) | As of December 31, 2021 | ||
|---|---|---|---|
| Total GAAP Assets | $ | 8,962,013 | |
| Impact of consolidated TPG Funds and Public SPACs | |||
| Cash and cash equivalents | (5,371) | ||
| Assets held in Trust Account | (1,000,027) | ||
| Due from affiliates | (74) | ||
| Other assets | (18,993) | ||
| Subtotal for consolidated TPG Funds and Public SPACs | (1,024,465) | ||
| Impact of other consolidated entities | |||
| Cash and cash equivalents | (730,359) | ||
| Due from affiliates | 81,557 | ||
| Investments | (3,841,372) | ||
| Right-of-use assets | (157,467) | ||
| Other assets, net | (459,736) | ||
| Subtotal for other consolidated entities | (5,107,377) |
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| As of December 31, 2021 | |||
|---|---|---|---|
| Reclassification adjustments (1) | |||
| Due from affiliates | (13,930) | ||
| Investments | (2,267,673) | ||
| Accrued performance fees | 1,344,347 | ||
| Other investments | 894,741 | ||
| Other assets | 105,092 | ||
| Subtotal for reclassification adjustments | 62,577 | ||
| Total Book Assets | $ | 2,892,748 | |
| Total GAAP Liabilities | 1,700,572 | ||
| Impact of consolidated TPG Funds and Public SPACs | |||
| Accounts payable and accrued expenses | (8,484) | ||
| Derivative liabilities of Public SPACs | (13,048) | ||
| Deferred underwriting | (35,000) | ||
| Subtotal for consolidated TPG Funds and Public SPACs | (56,532) | ||
| Impact of other consolidated entities | |||
| Accounts payable and accrued expenses | (131,737) | ||
| Due to affiliates | (820,998) | ||
| Operating lease liability | (177,003) | ||
| Other liabilities | (61,052) | ||
| Subtotal for other consolidated entities | (1,190,790) | ||
| Reclassification adjustments (1) | |||
| Accounts payable and accrued expenses | 522,653 | ||
| Due to affiliates | (6,002) | ||
| Other liabilities | (190) | ||
| Subtotal for reclassification adjustments | 516,461 | ||
| Total Book Liabilities | $ | 969,711 | |
| Total GAAP Redeemable equity from consolidated Public SPACs | $ | 1,000,027 | |
| Impact of consolidated TPG Funds and Public SPACs (2) | (1,000,027) | ||
| Total Book Redeemable equity from consolidated Public SPACs | $ | — | |
| Total GAAP Equity | $ | 6,261,414 | |
| Impact of consolidated TPG Funds and Public SPACs | 32,093 | ||
| Impact of other consolidated entities | (6,068,125) | ||
| Reclassification adjustments (1) | 1,697,655 | ||
| Net Book Value | $ | 1,923,037 |
(1)Certain amounts were reclassified to reflect how we utilize our Non-GAAP balance sheet measures. We separately analyze our investments on a Non-GAAP basis between accrued performance fees and other investments, which consists of co-investments into our funds and other equity method investments. Additionally, we reclassified GAAP financial statement amounts due from affiliates and certain amounts within other assets, net for Non-GAAP purposes and reclassified GAAP financial statement amounts due to affiliates and other liabilities within accounts payable, accrued expenses and other for Non-GAAP purposes.
(2)The $1,000.0 million redeemable equity represents ownership interest in each SPAC that is not owned by the TPG Operating Group and is presented separately form GAAP Partners’ Capital in the accompanying Consolidated Financial Statements.
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Operating Metrics
We monitor certain operating metrics that are common to the asset management industry and that we believe provide important data regarding our business. The following operating metrics do not include those of our former affiliate or other investments that will not be included in the TPG Operating Group.
Assets Under Management
AUM represents the sum of (i) fair value of the investments and financial instruments held by our TPG funds managed by us, plus the capital that we are entitled to call from investors in those funds and co-investors, pursuant to the terms of their respective capital commitments, net of outstanding leverage, including capital commitments to funds that have yet to commence their investment periods; (ii) the net asset value of our hedge funds and funds of hedge funds; (iii) the gross amount of assets (including leverage) for our mortgage REITs; and (iv) IPO proceeds held in trust, excluding interest, as well as forward purchase agreements and proceeds associated with the private investment in public equity related to our SPACs upon the consummation of a business combination. Our definition of AUM is not based on any definition of AUM that may be set forth in the agreements governing the investment funds that we manage or calculated pursuant to any regulatory definitions.
The tables below present rollforwards of our total AUM for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 89,526 | $ | 84,994 | $ | 79,994 | ||||
| Capital Raised | 20,456 | 7,016 | 7,815 | |||||||
| Realizations | (25,389) | (10,673) | (12,103) | |||||||
| Changes in Investment Value (1) | 29,025 | 8,189 | 9,288 | |||||||
| AUM as of end of period | $ | 113,618 | $ | 89,526 | $ | 84,994 |
___________
(1) Changes in investment value consists of changes in fair value, Capital Invested and Available Capital and other investment activities, including the change in net asset value of our hedge funds.
The following table summarizes our AUM by platform as of December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 55,337 | $ | 49,761 | $ | 50,852 | ||||
| Growth | 21,960 | 16,388 | 13,138 | |||||||
| Impact | 13,549 | 5,941 | 5,150 | |||||||
| Real Estate | 12,678 | 10,380 | 11,776 | |||||||
| Market Solutions | 10,094 | 7,056 | 4,078 | |||||||
| AUM as of end of period | $ | 113,618 | $ | 89,526 | $ | 84,994 |
AUM increased from approximately $89.5 billion as of December 31, 2020 to approximately $113.6 billion as of December 31, 2021. During the year ended December 31, 2021, new capital of $20.5 billion was raised primarily attributable to Rise Climate within the Impact platform, TTAD II and Growth V within the Growth platform, TAC+ within the Real Estate platform and AAF within the Capital platform. Realizations totaled $25.4 billion and were primarily attributable to the Capital platform, including TPG VI, TPG VII and TPG VIII and Growth III within the Growth platform. These were offset by portfolio realized and unrealized appreciation of 38% recognized for the year ended December 31, 2021.
AUM increased from approximately $85.0 billion as of December 31, 2019 to approximately $89.5 billion as of December 31, 2020. During the year ended December 31, 2020, new capital raised was $7.0 billion in the Growth platform
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for Growth V and the Market Solutions platform for TSCF, TPEP and TPG Pace and changes in investment value of $8.2 billion primarily attributable to TPG VII within the Capital platform and Growth III within the Growth platform. This was partially offset by realizations of $10.7 billion primarily driven by the Capital platform, including TPG VI and TPG VII, and the Growth platform, primarily Growth II and Growth III.
Fee Earning Assets Under Management
Fee earning AUM or “FAUM” represents only the AUM from which we are entitled to receive management fees. FAUM is the sum of all the individual fee bases that are used to calculate our management fees and differs from AUM in the following respects: (i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which we are entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our private equity funds, are reflected based on capital commitments and invested capital as opposed to fair value because fees are generally not impacted by changes in the fair value of underlying investments. We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees. Our definition of FAUM is not based on any definition of AUM or FAUM that is set forth in the agreements governing the investment funds and products that we manage.
The table below present rollforwards of our FAUM for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in millions) | ||||||||||
| Balance as of Beginning of Period | $ | 50,655 | $ | 49,899 | $ | 36,376 | ||||
| Fee Earning Capital Raised(1) | 10,443 | 4,398 | 17,548 | |||||||
| Net Change in Actively Invested Capital(2) | (1,003) | (2,213) | (353) | |||||||
| Reduction in Fee Base of Certain Funds(3) | (1) | (1,429) | (3,672) | |||||||
| FAUM as of end of period | $ | 60,094 | $ | 50,655 | $ | 49,899 |
___________
(1)Fee Earning Capital Raised represents capital raised by our funds for which management fees calculated based on commitments were activated during the period.
(2) Net Change in Actively Invested Capital includes capital invested during the period, net of return of capital distributions and changes in net asset value of hedge funds. It also includes adjustments related to funds with a fee structure based on the lower of cost or fair value.
(3)Reduction in Fee Base represents decreases in the fee basis for funds where the investment or commitment fee period has expired, and the fee base has reduced from commitment base to actively invested capital. It also includes reductions for funds that are no longer fee paying.
FAUM increased from $50.7 billion from December 31, 2020 to $60.1 billion as of December 31, 2021. The increase was primarily related to fee earning capital raised activity totaling $10.4 billion related to the Impact and Growth platforms. For the year ended December 31, 2021, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.30%.
FAUM was relatively unchanged between December 31, 2019 and 2020, and increased by $13.5 billion between December 31, 2018 and 2019. The increase in FAUM during 2019 primarily relates to the activation of TPG VIII and THP within the Capital platform. For the year ended December 31, 2020, annualized weighted average management fees were 1.23%.
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The following table summarizes our FAUM by platform as of December 31, 2021, 2020 and 2019:
| As of December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 26,208 | $ | 27,381 | $ | 28,986 | ||||
| Impact | 10,801 | 4,439 | 2,971 | |||||||
| Growth | 10,514 | 8,397 | 8,044 | |||||||
| Market Solutions | 6,336 | 4,534 | 3,695 | |||||||
| Real Estate | 6,235 | 5,904 | 6,203 | |||||||
| FAUM as of end of period | $ | 60,094 | $ | 50,655 | $ | 49,899 |
FAUM increased from approximately $50.7 billion as of December 31, 2020 to approximately $60.1 billion as of December 31, 2021. The increase was primarily attributable to the closings of Rise Climate within the Impact platform in 2021, the final closing of Growth V within the Growth platform during the third quarter of 2021, and the acquisition of NewQuest offset by net change in actively invested capital of TPG VII within the Capital platform.
FAUM remained relatively constant as of December 31, 2019 and 2020. The slight increase was primarily driven by the additional capital raises for Rise II, Growth V and TPEP. This was partially offset by a reduction in actively invested capital associated with TPG VII within the Capital platform.
Net Accrued Performance Allocations
Net accrued performance allocations represents both unrealized and undistributed performance allocations resulting from our general partner interests in our TPG funds. We believe this measure is useful to investors as it provides additional insight into the accrued performance allocations to which the TPG Operating Group Common Unit holders are expected to receive. This measure has been adjusted for Reorganization transfers as of December 31, 2021. Refer to the “Unaudited Pro Forma Non-GAAP Balance Sheet Financial Measures” for additional details.
The table below summarizes our net accrued performance allocations by fund vintage year and platform as of December 31, 2021 and 2020:
| As of December 31 | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in millions) | ||||||
| Fund Vintage | ||||||
| 2014 & Prior | $ | 59 | $ | 625 | ||
| 2015 | 386 | 915 | ||||
| 2016 | 18 | 1 | ||||
| 2017 | 435 | 156 | ||||
| 2018 | 95 | 62 | ||||
| 2019 | 245 | 44 | ||||
| 2020 | 68 | 14 | ||||
| 2021 | 40 | — | ||||
| Net Accrued Performance Allocations | $ | 1,346 | $ | 1,817 |
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| As of December 31 | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in millions) | ||||||
| Platform | ||||||
| Capital | $ | 856 | $ | 1,168 | ||
| Growth | 289 | 511 | ||||
| Impact | 89 | 64 | ||||
| Market Solutions | 74 | 22 | ||||
| Real Estate | 38 | 52 | ||||
| Net Accrued Performance Allocations | $ | 1,346 | $ | 1,817 |
Key TPG funds that drove the net accrued performance allocations included TPG VII, TPG VIII, Asia VI, Asia VII and Growth III as of December 31, 2021 and TPG VI, TPG VII, Asia VI and Growth III as of December 31, 2020.
We also utilize Performance Allocation Generating AUM and Performance Allocation Eligible AUM as key metrics to understand AUM that could produce performance allocations. Performance Allocation Generating AUM refers to the AUM of funds we manage that are currently above their respective hurdle rate or preferred return, and profit of such funds are being allocated to, or earned by, us in accordance with the applicable limited partnership agreements or other governing agreements. Performance Allocation Eligible AUM refers to the AUM that is currently, or may eventually, produce performance allocations. All funds for which we are entitled to receive a performance allocation or incentive fee are included in Performance Allocations Eligible AUM.
Performance Allocation Generating AUM totaled $78.0 billion and $49.1 billion as of December 31, 2021 and December 31, 2020, respectively. Across our TPG funds, Performance Allocation Eligible AUM totaled $102.1 billion and $81.6 billion as of December 31, 2021 and December 31, 2020, respectively.
AUM Subject to Fee Earning Growth
AUM Subject to Fee Earning Growth represents capital commitments that when deployed have the ability to grow our fees through earning new management fees (AUM Not Yet Earning Fees) or when capital is invested and management fees can be charged at a higher rate (FAUM Subject to Step-Up).
AUM Not Yet Earning Fees represents the amount of capital commitments to TPG investment funds and co-investment vehicles that has not yet been invested or considered active, and as this capital is invested or activated, the fee-paying portion will be included in FAUM. FAUM Subject to Step-Up represents capital raised within certain funds where the management fee rate increases once capital is invested. Subject to certain limitations, limited partners in these funds pay a lower fee on committed and undrawn capital. As capital is drawn down for investments, the fees paid on that capital increases. FAUM Subject to Step-Up is included within FAUM.
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The table below reflects AUM Subject to Fee Earning Growth by platform as of December 31, 2021, 2020 and 2019:
| As of December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in millions) | ||||||||||
| AUM Not Yet Earning Fees: | ||||||||||
| Growth | $ | 3,279 | $ | 1,518 | $ | 1,943 | ||||
| Real Estate | 1,201 | 255 | 331 | |||||||
| Market Solutions | 1,056 | 1,108 | — | |||||||
| Capital | 1,054 | 1,436 | 1,823 | |||||||
| Impact | 258 | 300 | 1,929 | |||||||
| Total AUM Not Yet Earning Fees | $ | 6,848 | $ | 4,617 | $ | 6,026 | ||||
| FAUM Subject to Step-Up: | ||||||||||
| Capital | $ | 1,865 | $ | 3,388 | $ | 4,327 | ||||
| Real Estate | 678 | 2,230 | 2,904 | |||||||
| Total FAUM Subject to Step-Up: | 2,543 | 5,618 | 7,231 | |||||||
| Total AUM Subject to Fee Earning Growth | $ | 9,391 | $ | 10,235 | $ | 13,257 |
As of December 31, 2021, AUM Not Yet Earning Fees was $6.8 billion, which primarily consisted of TPG VII within the Capital platform, TTAD II within the Growth platform, TACP within the Real Estate platform and TSCF within the Market Solutions platform.
As of December 31, 2020, AUM Not Yet Earning Fees was $4.6 billion, which primarily consisted of TPG VII within the Capital platform and TSCF within the Market Solutions platform. As of December 31, 2019, AUM Not Yet Earning Fees was $6.0 billion, which primarily consisted of Rise II within the Impact platform. Rise II was activated in the year ended December 31, 2020.
Associated with FAUM Subject to Step-Up, management fee rates on undrawn commitments for these respective underlying TPG funds range between 0.50% and 1.00% and step-up to rates in the range of 1.25% and 1.75% after capital is invested. FAUM Subject to Step-Up as of December 31, 2021, as well as December 31, 2020 and 2019 relates to TPG VIII and THP within the Capital platform and TREP III within the Real Estate platform.
Capital Raised
Capital raised is the aggregate amount of capital commitments raised by TPG’s investment funds and co-investment vehicles during a given period, as well as IPO and forward purchase agreements associated with our Public SPACs and private investment in public equity upon the consummation of a business combination associated with one of our Public SPACs. We believe this measure is useful to investors as it measures access to capital across TPG and our ability to grow our management fee base. The table below presents capital raised by platform for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in millions) | ||||||||||
| Impact | $ | 7,172 | $ | 423 | $ | 1,760 | ||||
| Growth | 4,893 | 1,882 | 514 | |||||||
| Capital | 4,174 | 1,546 | 3,525 | |||||||
| Market Solutions | 2,247 | 3,136 | 1,756 | |||||||
| Real Estate | 1,970 | 29 | 260 | |||||||
| Total Capital Raised | $ | 20,456 | $ | 7,016 | $ | 7,815 |
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Capital raised totaled approximately $20.5 billion for the year ended December 31, 2021. This was attributable to the first closing of Rise Climate within the Impact platform, TTAD II and Growth V within the Growth platform, AAF within the Capital platform and TAC+ within the Real Estate platform during the year ended December 31, 2021.
Capital raised activity decreased from approximately $7.8 billion for the year ended December 31, 2019 to approximately $7.0 billion for the year ended December 31, 2020. Capital raised during 2020 was attributable to the closings TPG VIII and THP within the Capital platform, Rise II within the Impact platform and TPG Pace within the Market Solutions platform.
Available Capital
Available capital is the aggregate amount of unfunded capital commitments that partners have committed to our funds and co-invest vehicles to fund future investments, as well as IPO and forward purchase agreement proceeds associated with our Public SPACs, and private investment in public equity commitments by investors upon the consummation of a business combination associated with our Public SPACs. Available capital is reduced for investments completed using fund-level financing arrangements; however, it is not reduced for investments that we have committed to make yet remain unfunded at the reporting date. We believe this measure is useful to investors as it provides additional insight into the amount of capital that is available to our investment funds and co-investment vehicles to make future investments. The table below presents available capital by platform as of as of December 31, 2021, 2020 and 2019:
| As of December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 10,696 | $ | 15,549 | $ | 18,515 | ||||
| Impact | 7,951 | 2,441 | 3,140 | |||||||
| Growth | 4,943 | 2,995 | 3,175 | |||||||
| Market Solutions | 2,552 | 2,158 | — | |||||||
| Real Estate | 2,278 | 2,538 | 3,285 | |||||||
| Available Capital | $ | 28,420 | $ | 25,681 | $ | 28,115 |
Available capital increased from approximately $25.7 billion as of December 31, 2020 to approximately $28.4 billion as of December 31, 2021. The increase was attributable to capital raised in Rise Climate within the Impact platform and TTAD II in the Growth platform and TAC + within the Real Estate platform, offset by a decrease in TPG VIII within the Capital platform.
Available capital decreased from approximately $28.1 billion as of December 31, 2019 to approximately $25.7 billion as of December 31, 2020. The decline was primarily attributable to TPG VIII, THP and Asia VII within the Capital platform, Growth IV within the Growth platform and TREP III within the Real Estate platform as a result of new investments. The decrease was partially offset by new capital raised in Growth V within the Growth platform and TSCF within the Market Solutions platform.
Capital invested is the aggregate amount of capital invested during a given period by TPG’s investment funds, co-investment vehicles and SPACs in conjunction with the completion of a business combination. It excludes hedge fund activity. We believe this measure is useful to investors as it measures capital deployment across TPG. Capital invested includes investments made using investment financing arrangements like credit facilities, as applicable. The table below presents capital invested by platform for the years ended December 31, 2021, 2020 and 2019:
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| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 10,624 | $ | 5,896 | $ | 3,977 | ||||
| Real Estate | 4,537 | 1,493 | 3,585 | |||||||
| Growth | 3,333 | 1,956 | 2,390 | |||||||
| Impact | 1,711 | 556 | 543 | |||||||
| Market Solutions | 1,434 | — | 228 | |||||||
| Capital Invested | $ | 21,639 | $ | 9,901 | $ | 10,723 |
Capital invested increased to $21.6 billion for the year ended December 31, 2021 compared to $9.9 billion for the year ended December 31, 2020, which was primarily attributable to TPG VIII and AAF within the Capital platform, TRTX within the Real Estate platform, Growth V within the Growth platform, Rise II within the Impact platform, and TPG Pace within the Market Solutions platform.
Capital invested decreased for the year ended December 31, 2020 compared to December 31, 2019, which was primarily attributable to a lower level of capital deployed within the Real Estate platform, as well as Growth II Gator within the Growth platform. The decrease was partially offset by increased capital deployment within the Capital platform, specifically TPG VIII.
Realizations
Realizations represent the aggregate investment proceeds generated by our TPG investment funds and co-investment vehicles and Public SPACs in conjunction with the completion of a business combination. We believe this measure is useful to investors as it drives investment gains and performance allocations. The table below presents realizations by platform for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in millions) | ||||||||||
| Capital | $ | 15,773 | $ | 6,967 | $ | 6,985 | ||||
| Growth | 4,423 | 1,798 | 2,418 | |||||||
| Real Estate | 3,022 | 1,830 | 2,444 | |||||||
| Impact | 1,131 | 78 | 28 | |||||||
| Market Solutions | 1,040 | — | 228 | |||||||
| Total Realizations | $ | 25,389 | $ | 10,673 | $ | 12,103 |
Realizations increased to $25.4 billion for the year ended December 31, 2021 compared to $10.7 billion for the year ended December 31, 2020. This was primarily attributable to a higher pace of realization activities in TPG VI, TPG VII and TPG VII Co-Invest within the Capital platform and Growth III and VI within the Growth platform.
Realizations decreased to $10.7 billion for the year ended December 31, 2020 compared to $12.1 billion for the year ended December 31, 2019. This was primarily attributable to reduced realization activities in TRTX within the Real Estate platform, Growth II within the Growth platform and no business combinations associated with our consolidated Public SPACs in the Market Solutions platform in 2020.
Fund Performance Metrics
Fund performance information for our investment funds as of December 31, 2020 is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. These fund performance metrics do not include co-investment vehicles. The fund return information for individual funds reflected in this discussion and analysis is not necessarily indicative of our firmwide performance and is also not necessarily indicative of the future performance of any particular fund. An investment in us is not an investment in any of our funds. This track record presentation is unaudited and does not purport to represent the respective fund’s financial results in accordance with
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GAAP. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A—Risk Factors—Risks Related to Our Business—The historical returns attributable to our funds should not be considered as indicative of the future results of us or our funds or any returns expected on an investment in our Class A common stock.”
The following tables reflect the performance of our funds as of December 31, 2021 and supersede the preliminary estimated financial information presented in our Current Report on Form 8-K filed on February 18, 2022:
| Fund | Vintage Year (1) | Capital Committed (2) | Capital Invested (3) | Realized Value (4) | Unrealized Value (5) | Total Value (6) | Gross IRR (7) | Gross MoM (7) | Net IRR (8) | Investor Net MoM (9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | |||||||||||||||||||||||||||||||
| Platform: Capital | |||||||||||||||||||||||||||||||
| Capital Funds | |||||||||||||||||||||||||||||||
| Air Partners | 1993 | $ | 64 | $ | 64 | $ | 697 | $ | — | $ | 697 | 81 | % | 10.9x | 73 | % | 8.9x | ||||||||||||||
| TPG I | 1994 | 721 | 696 | 3,095 | — | 3,095 | 47 | % | 4.4x | 36 | % | 3.5x | |||||||||||||||||||
| TPG II | 1997 | 2,500 | 2,554 | 5,010 | — | 5,010 | 13 | % | 2.0x | 10 | % | 1.7x | |||||||||||||||||||
| TPG III | 1999 | 4,497 | 3,718 | 12,360 | — | 12,360 | 34 | % | 3.3x | 26 | % | 2.6x | |||||||||||||||||||
| TPG IV | 2003 | 5,800 | 6,157 | 13,728 | 6 | 13,734 | 20 | % | 2.2x | 15 | % | 1.9x | |||||||||||||||||||
| TPG V | 2006 | 15,372 | 15,564 | 22,060 | 17 | 22,077 | 6 | % | 1.4x | 5 | % | 1.4x | |||||||||||||||||||
| TPG VI | 2008 | 18,873 | 19,220 | 32,613 | 1,144 | 33,757 | 14 | % | 1.8x | 10 | % | 1.5x | |||||||||||||||||||
| TPG VII | 2015 | 10,495 | 10,000 | 13,785 | 8,853 | 22,638 | 28 | % | 2.2x | 21 | % | 1.9x | |||||||||||||||||||
| TPG VIII | 2019 | 11,505 | 7,949 | 1,659 | 9,847 | 11,506 | 86 | % | 1.6x | 50 | % | 1.4x | |||||||||||||||||||
| Capital Funds | 69,827 | 65,922 | 105,007 | 19,867 | 124,874 | 23 | % | 1.9x | 15 | % | 1.7x | ||||||||||||||||||||
| Asia Funds | |||||||||||||||||||||||||||||||
| Asia I | 1994 | 96 | 78 | 71 | — | 71 | (3) | % | 0.9x | (10) | % | 0.7x | |||||||||||||||||||
| Asia II | 1998 | 392 | 764 | 1,669 | — | 1,669 | 17 | % | 2.2x | 14 | % | 1.9x | |||||||||||||||||||
| Asia III | 2000 | 724 | 623 | 3,316 | — | 3,316 | 46 | % | 5.3x | 31 | % | 3.8x | |||||||||||||||||||
| Asia IV | 2005 | 1,561 | 1,603 | 4,089 | — | 4,089 | 23 | % | 2.6x | 17 | % | 2.1x | |||||||||||||||||||
| Asia V | 2007 | 3,841 | 3,257 | 4,977 | 642 | 5,619 | 10 | % | 1.7x | 6 | % | 1.4x | |||||||||||||||||||
| Asia VI | 2012 | 3,270 | 3,136 | 2,263 | 4,936 | 7,199 | 20 | % | 2.3x | 15 | % | 1.9x | |||||||||||||||||||
| Asia VII | 2017 | 4,630 | 4,066 | 1,045 | 6,251 | 7,296 | 39 | % | 1.9x | 26 | % | 1.6x | |||||||||||||||||||
| Asia Funds | 14,514 | 13,527 | 17,430 | 11,829 | 29,259 | 21 | % | 2.2x | 15 | % | 1.8x | ||||||||||||||||||||
| THP | 2019 | 2,704 | 1,540 | 262 | 2,240 | 2,502 | 90 | % | 1.9x | 52 | % | 1.5x | |||||||||||||||||||
| Continuation Vehicles | |||||||||||||||||||||||||||||||
| TPG AAF | 2021 | 1,317 | 1,167 | 24 | 1,370 | 1,394 | NM | NM | NM | NM | |||||||||||||||||||||
| TPG AION | 2021 | 207 | 207 | — | 207 | 207 | NM | NM | NM | NM | |||||||||||||||||||||
| Continuation Vehicles | 1,524 | 1,374 | 24 | 1,577 | 1,601 | NM | NM | NM | NM | ||||||||||||||||||||||
| Platform: Capital (excl-Legacy) (15) | 88,569 | 82,363 | 122,723 | 35,513 | 158,236 | 23 | % | 2.0x | 15 | % | 1.7x | ||||||||||||||||||||
| Legacy Funds | |||||||||||||||||||||||||||||||
| TES I | 2016 | 303 | 206 | 70 | 230 | 300 | 22 | % | 1.4x | 13 | % | 1.3x | |||||||||||||||||||
| Platform: Capital | 88,872 | 82,569 | 122,793 | 35,743 | 158,536 | 23 | % | 2.0x | 15 | % | 1.7x | ||||||||||||||||||||
| Platform: Growth | |||||||||||||||||||||||||||||||
| Growth Funds | |||||||||||||||||||||||||||||||
| STAR | 2007 | 1,264 | 1,259 | 1,851 | 72 | 1,923 | 13 | % | 1.5x | 6 | % | 1.3x | |||||||||||||||||||
| Growth II | 2011 | 2,041 | 2,184 | 4,651 | 617 | 5,268 | 22 | % | 2.5x | 16 | % | 2.0x | |||||||||||||||||||
| Growth III | 2015 | 3,128 | 3,085 | 4,178 | 2,715 | 6,893 | 32 | % | 2.2x | 23 | % | 1.8x | |||||||||||||||||||
| Growth IV | 2017 | 3,739 | 3,156 | 1,088 | 4,762 | 5,850 | 33 | % | 1.8x | 22 | % | 1.5x | |||||||||||||||||||
| Gator | 2019 | 726 | 685 | 581 | 613 | 1,194 | 47 | % | 1.7x | 35 | % | 1.5x | |||||||||||||||||||
| Growth V | 2020 | 3,558 | 1,907 | — | 2,475 | 2,475 | NM | NM | NM | NM | |||||||||||||||||||||
| Growth Funds | 14,456 | 12,276 | 12,349 | 11,254 | 23,603 | 22 | % | 2.0x | 15 | % | 1.7x |
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| Fund | Vintage Year (1) | Capital Committed (2) | Capital Invested (3) | Realized Value (4) | Unrealized Value (5) | Total Value (6) | Gross IRR (7) | Gross MoM (7) | Net IRR (8) | Investor Net MoM (9) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | |||||||||||||||||||||||||||||||
| TDM | 2017 | 510 | 406 | — | 815 | 815 | 30 | % | 2.0x | 24 | % | 1.8x | |||||||||||||||||||
| TTAD I | 2018 | 1,574 | 1,497 | 259 | 2,431 | 2,690 | 60 | % | 1.9x | 49 | % | 1.7x | |||||||||||||||||||
| TTAD II | 2021 | 2,501 | 518 | — | 518 | 518 | NM | NM | NM | NM | |||||||||||||||||||||
| Platform: Growth (excl-Legacy) (15) | 19,041 | 14,697 | 12,608 | 15,018 | 27,626 | 23 | % | 2.0x | 16 | % | 1.7x | ||||||||||||||||||||
| Legacy Funds | |||||||||||||||||||||||||||||||
| Biotech III | 2008 | 510 | 468 | 934 | 577 | 1,511 | 18 | % | 3.2x | 13 | % | 2.5x | |||||||||||||||||||
| Biotech IV | 2012 | 106 | 99 | 121 | 5 | 126 | 8 | % | 1.3x | 3 | % | 1.1x | |||||||||||||||||||
| Biotech V | 2016 | 88 | 78 | 19 | 69 | 88 | 5 | % | 1.1x | 1 | % | 1.0x | |||||||||||||||||||
| ART | 2013 | 258 | 239 | 27 | 260 | 287 | 4 | % | 1.2x | — | % | 1.0x | |||||||||||||||||||
| Platform: Growth | 20,003 | 15,581 | 13,709 | 15,929 | 29,638 | 22 | % | 2.0x | 16 | % | 1.7x | ||||||||||||||||||||
| Platform: Impact | |||||||||||||||||||||||||||||||
| The Rise Funds | |||||||||||||||||||||||||||||||
| Rise I | 2017 | 2,106 | 1,775 | 846 | 2,799 | 3,645 | 32 | % | 2.1x | 22 | % | 1.7x | |||||||||||||||||||
| Rise II | 2020 | 2,176 | 1,284 | 12 | 1,737 | 1,749 | 164 | % | 1.6x | 82 | % | 1.3x | |||||||||||||||||||
| The Rise Funds | 4,282 | 3,059 | 858 | 4,536 | 5,394 | 37 | % | 1.9x | 25 | % | 1.6x | ||||||||||||||||||||
| TSI | 2018 | 333 | 133 | 368 | — | 368 | 35 | % | 2.8x | 25 | % | 2.1x | |||||||||||||||||||
| Evercare | 2019 | 621 | 407 | 7 | 535 | 542 | 14 | % | 1.3x | 7 | % | 1.1x | |||||||||||||||||||
| Rise Climate | 2021 | 6,731 | 137 | — | 139 | 139 | NM | NM | NM | NM | |||||||||||||||||||||
| Platform: Impact | 11,967 | 3,736 | 1,233 | 5,210 | 6,443 | 34 | % | 1.9x | 23 | % | 1.5x | ||||||||||||||||||||
| Platform: Real Estate | |||||||||||||||||||||||||||||||
| TPG Real Estate Partners | |||||||||||||||||||||||||||||||
| DASA RE | 2012 | 1,078 | 576 | 1,068 | 11 | 1,079 | 21 | % | 1.9x | 16 | % | 1.6x | |||||||||||||||||||
| TPG RE II | 2014 | 2,065 | 2,186 | 2,970 | 695 | 3,665 | 31 | % | 1.8x | 21 | % | 1.6x | |||||||||||||||||||
| TPG RE III | 2018 | 3,722 | 3,601 | 1,078 | 3,537 | 4,615 | 41 | % | 1.4x | 30 | % | 1.3x | |||||||||||||||||||
| TPG Real Estate Partners | 6,865 | 6,363 | 5,116 | 4,243 | 9,359 | 27 | % | 1.6x | 20 | % | 1.4x | ||||||||||||||||||||
| TRTX | 2014 | 1,916 | 14 | NM | NM | NM | NM | NM | NM | NM | NM | ||||||||||||||||||||
| TAC+ | 2021 | 1,540 | 595 | 24 | 571 | 595 | NM | NM | NM | NM | |||||||||||||||||||||
| Platform: Real Estate | 10,321 | 6,958 | 5,140 | 4,814 | 9,954 | 27 | % | 1.6x | 20 | % | 1.4x | ||||||||||||||||||||
| Platform: Market Solutions | |||||||||||||||||||||||||||||||
| TPEP Long/Short | NM | NM | NM | NM | 3,030 | NM | NM (13) | NM | NM (13) | NM | |||||||||||||||||||||
| TPEP Long Only | NM | NM | NM | NM | 2,102 | NM | NM (13) | NM | NM (13) | NM | |||||||||||||||||||||
| TSCF | 2021 | 1,108 | 100 | — | 109 | 109 | NM | NM | NM | NM | |||||||||||||||||||||
| NewQuest I | 2011 | 234 | 291 | 767 | — | 767 | 48 | % | 3.2x | 37 | % | 2.3x | |||||||||||||||||||
| NewQuest II | 2013 | 310 | 337 | 544 | 228 | 772 | 27 | % | 2.3x | 21 | % | 1.9x | |||||||||||||||||||
| NewQuest III | 2016 | 541 | 498 | 267 | 664 | 931 | 23 | % | 1.8x | 15 | % | 1.5x | |||||||||||||||||||
| NewQuest IV | 2020 | 1,000 | 611 | 5 | 846 | 851 | 112 | % | 1.5x | 56 | % | 1.3x | |||||||||||||||||||
| Platform: Market Solutions (12) | 3,193 | 1,837 | 1,583 | 6,979 | 3,430 | 40 | % | 2.0x | 28 | % | 1.6x | ||||||||||||||||||||
| Discontinued Funds (16) | 5,870 | 4,103 | 5,302 | — | 5,302 | 7 | % | 1.3x | 3 | % | 1.1x | ||||||||||||||||||||
| Total (excl-Legacy (15) and Discontinued Funds (16)) | 133,091 | 109,591 | 143,287 | 67,534 | 205,689 | 23 | % | 2.0x | 15 | % | 1.7x | ||||||||||||||||||||
| Total | $ | 140,226 | $ | 114,784 | $ | 149,760 | $ | 68,675 | $ | 213,303 | 22 | % | 1.9x | 14 | % | 1.6x |
___________
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Note: Past performance is not indicative of future results.
(1)Vintage Year, with respect to an investment or group of investments, as applicable, represents the year such investment, or the first investment in such a group, was initially consummated by the fund. For follow-on investments, Vintage Year represents the year that the fund’s first investment in the relevant company was initially consummated. Vintage Year, with respect to a fund, represents the year in which the fund consummated its first investment (or, if earlier, received its first capital contributions from investors). We recently adopted this standard for fund Vintage Year to better align with current market and investor benchmarking practices. For consistency with prior reporting, however, the Vintage Year classification of any fund that held its initial closing before 2018 remains unchanged and represents the year of such fund’s initial closing.
(2)Capital Committed represents the amount of inception to date commitments a particular fund has received.
(3)Capital Invested, with respect to an investment or group of investments, as applicable, represents cash outlays by the fund for such investment or investments (whether funded through investor capital contributions or borrowing under the fund’s credit facility), including capitalized expenses and unrealized bridge loans allocated to such investment or investments. Capital Invested may be reduced after the date of initial investment as a result of sell-downs. This does not include proceeds eligible for recycling under fund limited partnership agreements. Capital Invested does not include interest expense on borrowing under the fund’s credit facility.
(4)Realized Value, with respect to an investment or group of investments, as applicable, represents total cash received or earned by the fund in respect of such investment or investments through the quarter end, including all interest, dividends and other proceeds. Receipts are recognized when cash proceeds are received or earned. Proceeds from an investment that is subject to pending disposition are not included in Realized Value and remain in Unrealized Value until the disposition has been completed and cash has been received. Similarly, any proceeds from an investment that is pending liquidation, or a similar event are not included in Realized Value until the liquidation or similar event has been completed. In addition, monitoring, transaction and other fees are not included in Realized Value but are applied to offset management fees to the extent provided in the fund’s partnership agreement.
(5)Unrealized Value, with respect to an investment in a publicly traded security, is based on the closing market price of the security as of the quarter end on the principal exchange on which the security trades, as adjusted by the general partner for any restrictions on disposition. Unrealized Value, with respect to an investment that is not a publicly traded security, represents the general partner’s estimate of the unrealized fair value of the fund’s investment, assuming a reasonable period of time for liquidation of the investment, and taking into consideration the financial condition and operating results of the portfolio company, the nature of the investment, applicable restrictions on marketability, market conditions, foreign currency exposures and other factors the general partner may deem appropriate. Where applicable, such estimate has been adjusted from cost to reflect (i) company performance relative to internal performance markers and the performance of comparable companies; (ii) market performance of comparable companies; and (iii) recent, pending or proposed transactions involving us, such as recapitalizations, initial public offerings or mergers and acquisitions. Given the nature of private investments, valuations necessarily entail a degree of uncertainty and/or subjectivity. There can be no assurance that expected transactions will actually occur or that performance markers will be achieved, and therefore actual value may differ from such estimated value and these differences may be material and adverse. Except as otherwise noted, valuations are as of the quarter end.
(6)Total Value, with respect to an investment or group of investments, as applicable, is the sum of Realized Value and Unrealized Value of such investment or investments.
(7)Gross IRR and Gross MoM are calculated by adjusting Net IRR and Investor Net MoM to generally approximate investor performance metrics excluding management fees, fund expenses (other than interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments) and performance allocations. With respect to interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments, we have assumed that investor capital contributions were made in respect thereof as of the midpoint of each relevant quarter in which such amounts were incurred. We have further assumed that distributions to investors occurred in the middle of the month in which the related proceeds were received by the fund. Like the Net IRR, Gross IRR and Gross MoM (i) do not reflect the effect of taxes borne, or to be borne, by investors and (ii) excludes amounts attributable to the fund’s general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations. Such Gross IRR and Gross MoM represent an average of returns for all included investors and does not necessarily reflect the actual return of any particular investor. Gross IRR and Gross MoM are an approximation calculated by adjusting historical data using estimates and assumptions that we believe are appropriate for the relevant fund, but that inherently involve significant judgment. For funds that engaged in de minimis or no fund-level borrowing, Gross IRR is the discount rate at which (i) the present value of all Capital Invested in an investment or investments is equal to (ii) the present value of all realized and unrealized returns from such investment or investments. In this scenario, Gross IRR, with respect to an investment or investments, has been calculated based on the time that capital was invested by the fund in such investment or investments and that distributions were received by the fund in respect of such investment or investments, regardless of when capital was contributed to or distributed from the fund. Gross IRR does not reflect the effect of management fees, fund expenses, performance allocations or taxes borne, or to be borne, borne, by investors in the fund and would be lower if it did. For funds that engaged in de minimis or no fund-level borrowing, Gross MoM represents the multiple-of-money on capital invested by the fund for an investment or investments and is calculated as Total Value divided by Capital Invested (i.e., cash outlays by the fund for such investment or investments, whether funded through investor capital contributions or borrowing under the fund’s credit facility). Gross MoM is calculated on a gross basis and does not reflect the effect of management fees, fund expenses, performance allocations or taxes borne, or to be borne, by investors in the fund, and would be lower if it did.
(8)Net IRR represents the compound annualized return rate (i.e., the implied discount rate) of a fund, which is calculated using investor cash flows in the fund, including cash received from capital called from investors, cash distributed to investors and the investors’ ending capital balances as of the quarter end. Net IRR is the discount rate at which (i) the present value of all capital contributed by investors to the fund (which excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital) is equal to (ii) the present value of all cash distributed to investors and the investors’ ending capital balances. Net IRR reflects the impact of management fees, fund expenses (including interest expense arising from amounts borrowed under the fund’s credit facility) and performance allocations, but does not reflect the effect of taxes borne, or to be borne, by investors. The Net IRR calculation assumes that investor contributions and distributions occurred in the middle of the month in which they were made. The Net IRR calculation excludes amounts attributable to the general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations. Net IRR represents an average return for all included investors and does not necessarily reflect the actual return of any particular investor. Net IRR for a platform does not include the cash flows for funds that are not currently presenting a Net IRR to their investors.
(9)Investor Net MoM, with respect to a fund, represents the multiple-of-money on contributions to the fund by investors. Investor Net MoM is calculated as the sum of cash distributed to investors and the investors’ ending capital balances as of the quarter end, divided by the amount of capital contributed to the fund by investors (which amount excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital). Investor Net MoM reflects the impact of management fees, fund expenses (including interest expense arising from amounts
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borrowed under the fund’s credit facility) and performance allocations, but does not reflect the effect of taxes borne, or to be borne, by investors. The Investor Net MoM calculation excludes amounts attributable to the fund’s general partner, its affiliated entities and “friends of the firm” entities that generally pay no or reduced management fees and performance allocations. Investor Net MoM represents an average multiple-of-money for all included investors and does not necessarily reflect the actual return of any particular investor.
(10)“NM” signifies that the relevant data would not be meaningful. Gross IRR and Gross MoM generally deemed “NM” during its initial period of operation, but in no event for more than two years after the date of the fund’s first investment; in this period, we believe that these metrics do not accurately represent a fund’s overall performance given the impact of organizational costs and other fees and expenses that are typically incurred early in the life of a fund. NM can also be used when the presented metric is not applicable to the product being shown. Net IRR and Investor Net MoM for a fund are generally deemed “NM” during its initial period of operation, but in no event for more than two years after the date of the fund’s first investment; in this period, TPG believes that these metrics do not accurately represent a fund’s overall performance given the impact of organizational costs and other fees and expenses that are typically incurred early in the life of a fund.
(11)Amounts shown are in US dollars. When an investment is made in another currency, (i) Capital Invested is calculated using the exchange rate at the time of the investment, (ii) Unrealized Value is calculated using the exchange rate at the quarter end and (iii) Realized Value reflects actual US dollar proceeds to the fund. A fund may enter into foreign currency hedges in connection with an investment made in a currency other than US dollars. Capital Invested with respect to such investment includes the cost of establishing foreign currency hedges. For hedges entered into to facilitate payment of the purchase price for an investment, gains or losses on such hedges are applied, respectively, to reduce or increase Capital Invested with respect to such investment. Thereafter during the life of such investment, (i) Capital Invested includes any inception-to-date net realized losses on such hedges, (ii) Unrealized Value includes the unrealized fair value of such hedges as estimated by the general partner and (iii) Realized Value includes any inception-to-date net realized gain on such hedges. For hedges entered into in anticipation of receipt of exit proceeds, (i) losses on such hedges are first applied to offset exit proceeds, with any remaining losses applied to increase Capital Invested and (ii) gains on such hedges are first applied to reverse any inception-to-date net realized losses that were previously included in Capital Invested, with any remaining gains applied to increase Realized Value. Where a foreign currency hedge is implemented as part of the investment structure below the fund, such hedge is similarly reflected in Capital Invested and Realized Value to the extent that there are corresponding cash outflows from and inflows to the fund in respect of such hedge, and otherwise is included in Unrealized Value.
(12)Our special purpose acquisition companies (“SPACs”) which include Pace Holdings Corp., TPG Pace Holdings Corp., TPG Pace Tech Opportunities Corp., TPG Pace Beneficial Finance Corp., TPG Pace Energy Holdings Corp., TPG Pace Solutions Corp., TPG Pace Beneficial II Corp. and AfterNext HealthTech Acquisition Corp. within the Market Solutions platform are not reflected. Gross IRR, Gross MoM and Net IRR are not meaningful for SPAC products as they are designed to identify an investment and merge to become a public company.
(13)As of December 31, 2021, TPEP Long/Short had estimated inception-to-date gross returns of 147% and net returns of 108%. These performance estimates represent the composite performance of TPG Public Equity Partners, LP and TPG Public Equity Partners Master Fund, L.P., adjusted as described below. The performance estimates are based on an investment in TPG Public Equity Partners, LP made on September 1, 2013, the date of TPEP’s inception, with the performance estimates for the period from January 1, 2016 to present being based on an investment in TPG Public Equity Partners Master Fund, L.P. made through TPG Public Equity Partners-A, L.P., the “onshore feeder.” Gross performance figures (i) are presented after any investment-related expenses, net interest, other expenses and the reinvestment of dividends; (ii) include any gains or losses from “new issue” securities; and (iii) are adjusted for illustration purposes to reflect the reduction of a hypothetical 1.5% annual management fee. Net performance assumes a 20% performance allocation. Performance results for a particular investor may vary from the performance stated as a result of, among other things, the timing of its investment(s) in TPEP, different performance allocation terms, different management fees, the feeder through which the investor invests and the investor’s eligibility to participate in gains and losses from “new issue” securities. Unrealized Value represents net asset value before redemptions.
As of December 31, 2021, TPEP Long Only had estimated inception-to-date gross returns of 34% and net returns of 34%. These performance estimates represent performance for TPEP Long Only and are based on an investment in TPEP Long Only made on May 1, 2019, the date of TPEP Long Only’s inception, through TPG Public Equity Partners Long Opportunities-A, L.P., the “onshore feeder.” Gross performance figures are presented after any investment-related expenses, a 1% annual management fee, net interest, other expenses and the reinvestment of dividends, and include any gains or losses from “new issue” securities. Net performance assumes a 20% performance allocation, with the performance allocation only received upon outperforming the relevant benchmark. Performance results for a particular investor may vary from the performance stated as a result of, among other things, the timing of its investment(s) in TPEP Long Only, different performance allocation terms, different management fees, the feeder through which the investor invests and the investor’s eligibility to participate in gains and losses from “new issue” securities. Unrealized Value represents net asset value before redemptions.
(14)Capital Committed for TRTX includes $1,201 million of private capital raised prior to TRTX’s initial public offering and $716 million issued during and subsequent to TRTX’s initial public offering.
(15)Legacy funds represent funds whose strategies are not expected to have successor funds but that have not yet been substantially wound down.
(16)Discontinued funds represent legacy funds that have substantially been wound down or are fully liquidated. The following TPG funds are considered discontinued: Latin America, Aqua I, Aqua II, Ventures, Biotech I, Biotech II, TPG TFP, TAC 2007 and DASA PE.
(17)Total TPG track record amounts do not include results from RMB - Shanghai and RMB - Chongqing or China Ventures, a joint venture partnership.
Liquidity and Capital Resources
Our liquidity needs primarily include working capital and debt service requirements. We believe that our current sources of liquidity, which include cash generated by our operating activities, cash and funds available under our credit agreement, along with the proceeds from the IPO, are sufficient to meet our projected operating and debt service requirements for at least the next 12 months. To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of our existing investors will be diluted. The incurrence of additional debt financing would result in incremental debt service obligations, and any future instruments governing such debt could include operating and financial covenants that could restrict our operations.
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The following table presents a summary of our cash flows for the periods presented:
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | |||||||||
| ($ in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 1,474,820 | $ | 95,393 | $ | 828,118 | |||||
| Net cash (used in) provided by investing activities | (37,745) | (108,096) | 17,404 | ||||||||
| Net cash (used in) provided by financing activities | (1,322,566) | 250,329 | (825,386) | ||||||||
| Net increase in cash and cash equivalents | $ | 114,509 | $ | 237,626 | $ | 20,136 | |||||
| Cash and cash equivalents, beginning of period | 871,355 | 633,729 | 613,593 | ||||||||
| Cash and cash equivalents, end of period | $ | 985,864 | $ | 871,355 | $ | 633,729 |
As of December 31, 2021, TPG’s total liquidity was $1,302.7 million, comprised of $972.7 million of cash and cash equivalents, excluding $13.1 million of restricted cash, as well as $300.0 million and $30.0 million of incremental borrowing capacity under the Revolving Credit Facility to Affiliate and the Subordinated Credit Facility, respectively. Total cash of $985.9 million as of December 31, 2021 is comprised of $242.4 million of cash that is attributable to the TPG Holdings Companies and on balance sheet securitization vehicles. Total liquidity increased by $164.5 million or 24% relative to $1,138.2 million as of December 31, 2020. This increase was the result of $114.5 million net increase in cash and cash equivalents primarily due to $1,474.8 million of net cash provided by operating activities offset by $1,322.6 million of net cash used in financing activities and $37.7 million of net cash used in investing activities.
Our operating activities primarily consist of investment management activities. The primary sources of cash within the operating activities section include: (i) management fees, (ii) monitoring, transaction and other fees, (iii) realized capital allocation-based income and (iv) investment sales from our consolidated funds. The primary uses of cash within the operating activities section include: (i) compensation and non-compensation related expenses and (ii) investment purchases from our consolidated funds. Additionally, operating activities also reflect the activity of our consolidated TPG Funds and Public SPACs, which primarily include proceeds from sales of investments offset by cash outflows for purchases of investments and deposits of SPAC IPO proceeds into trust accounts.
Operating activities provided $1,474.8 million and $95.4 million for the years ended December 31, 2021 and 2020, respectively. Key drivers consisted of performance allocation and co-investment proceeds totaling $2,179.1 million and $754.9 million for the years ended December 31, 2021 and 2020, respectively. This was partially offset by purchases of investments totaling $173.9 million and $84.1 million for the years ended December 31, 2021 and 2020, respectively.
Operating activities provided $95.4 million and $828.1 million of cash for the years ended December 31, 2020 and 2019, respectively. Key drivers consisted of performance allocation and co-investment proceeds totaling $754.9 million and $530.2 million for the years ended December 31, 2020 and 2019, respectively, as well as fee revenues. This was partially offset by purchases of investments totaling $84.1 million and $77.9 million for the years ended December 31, 2020 and 2019, respectively.
Investing Activities
Our investing activities primarily consist of lending to affiliates and capital expenditures. The primary sources of cash within the investing activities section include cash received from a note receivable from affiliates. The primary uses of cash within the investing activities section includes capital expenditures and purchases of collateralized loan obligations.
Investing activities used $37.7 million and $108.1 million of cash during the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, cash used by investing activities is primarily related to transfers related to the Reorganization, offset by repayments of notes receivable from our affiliates and cash acquired, net of cash consideration, related to the acquisition of NewQuest. During the year ended December 31, 2020, cash used in investing activities primarily reflects the reduction of cash related to the effect of deconsolidation of our former affiliate.
Investing activities used $108.1 million of cash during the year ended December 31, 2020 and provided $17.4 million cash during the year ended December 31, 2019. During the year ended December 31, 2020, cash used in investing activities primarily reflects the reduction of cash related to the effect of deconsolidation of our former affiliate. During the
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year ended December 31, 2019, cash provided by investing activities primarily reflects the net cash amounts received from a note receivable from affiliates.
Financing Activities
Our financing activities reflect our capital markets transactions and transactions with owners. The primary sources of cash within the financing activities section includes proceeds from debt and notes issuances. The primary uses of cash within the financing activities section include distributions to partners and non-controlling interests and repayments of debt and notes. Net cash provided by financing activities also reflects the financing activity of our consolidated funds, which primarily include cash inflows and outflows from consolidated funds related to their capital activity.
Financing activities used $1,322.6 million of cash during the years ended December 31, 2021 and provided $250.3 million of cash during the years ended December 31, 2020. During the year ended December 31, 2021, cash used in financing activities primarily reflects the net impact of distributions to partners and non-controlling interests, the repayment of amounts borrowed under the Revolving Credit Facility to Affiliate, and payments of underwriting and offering costs, which is partially offset by the net impact of redeemable equity raised in our consolidated Public SPACs and proceeds received under the Senior Unsecured Term Loan. During the year ended December 31, 2020, cash provided by financing activities primarily reflects the net impact of redeemable equity raised in our consolidated Public SPACs, partially offset by the distributions to partners and non-controlling interests.
Financing activities provided $250.3 million of cash during the year ended December 31, 2020 and used cash of $825.4 million for the year ended December 31, 2019. During the year ended December 31, 2020, cash provided by financing activities primarily reflects the net impact of redeemable equity raised in our consolidated Public SPACs, partially offset by the distributions to partners and non-controlling interests. During the years ended December 31, 2019, cash used in financing activities primarily reflects the net impact of distributions to partners and non-controlling interests, partially offset by the proceeds from the Series A and B Securitization Notes issuances.
Credit Facilities
Subordinated Credit Facility
In August 2014, one of our consolidated subsidiaries entered into two $15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of TPG Operating Group. In July 2021, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2022 to August 2023. The interest rate for borrowings under the Subordinated Credit Facility is calculated at the LIBOR rate at the time of borrowing plus 2.25%.
During the year ended December 31, 2021, the subsidiary neither borrowed nor made repayments on the Subordinated Credit Facility. During the year ended December 31, 2020, the subsidiary borrowed $55.0 million and made repayments of $55.0 million on the Subordinated Credit Facility, leaving a zero balance as of December 31, 2020. During the year ended December 31, 2019, the subsidiary borrowed $3.0 million and made repayments of $3.0 million on the Subordinated Credit Facility, with no outstanding borrowings as of December 31, 2019.
During each of the years ended December 31, 2021, 2020 and 2019, the subsidiary incurred interest expense and uncommitted line of credit fees on the Subordinated Credit Facility of $0.2 million, $0.2 million and $0.1 million, respectively.
Secured Borrowings
Our secured borrowings are issued using on-balance sheet securitization vehicles. The secured borrowings are required to be repaid only from collections on the underlying securitized equity method investments and restricted cash of the securitization vehicles. The secured borrowings are separated into two tranches. Tranche A secured borrowings (the “Series A Securitization Notes”) were issued in May 2018 at a fixed rate of 5.33% with an aggregate principal balance of $200.0 million due June 21, 2038, with interest payable semiannually. Tranche B secured borrowings (the “Series B Securitization Notes” or, collectively with the Series A Securitization Notes, the “Securitization Notes”) were issued in October 2019 at a fixed rate of 4.75% with an aggregate principal balance of $50.0 million due June 21, 2038, with interest payable semiannually. The secured borrowings contain an optional redemption feature giving us the right to call the notes
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in full or in part, subject to a prepayment penalty if called before May 2023. If the secured borrowings are not redeemed on or prior to June 20, 2028, we will pay additional interest equal to 4.00% per annum. Interest expense related to the Securitization Notes for years ended December 31, 2021, 2020 and 2019 was approximately $13.3 million, $13.1 million and $11.9 million, respectively.
The secured borrowings contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and financial covenants and limitations on certain consolidations, mergers and sales of assets. As of December 31, 2021, we were in compliance with these covenants and conditions.
Senior Unsecured Revolving Credit Facility
In March 2011, TPG Holdings, L.P. entered into a $400.0 million credit facility (the “Senior Unsecured Revolving Credit Facility”). In May 2018, TPG Holdings, L.P. entered into an amended and restated Revolving Credit Facility Agreement under which certain terms were modified, including reduced commitments of $300.0 million, an extension of the maturity to May 2023 and the redefinition of certain components of financial covenants. In November 2020, TPG Holdings, L.P. entered into an amended and restated Revolving Credit Facility Agreement under which certain terms were modified, including releasing all collateral pledged under the prior Revolving Credit Facility Agreement and extending the maturity to November 2025. In November 2021, TPG Holdings, L.P. entered into an amended and restated Revolving Credit Facility Agreement under which certain terms were modified, including that TPG Holdings, L.P. may elect to have (i) TPG Operating Group II, L.P. (f/k/a TPG Holdings II, L.P.) assume its obligations as borrower under the Senior Unsecured Revolving Credit Facility (and thereby release TPG Holdings, L.P. from its obligations as borrower thereunder) and (ii) correspondingly release TPG Operating Group II, L.P., TPG Holdings I-A, LLC, TPG Holdings II-A, LLC and TPG Holdings III-A, L.P from their guarantees of the Senior Unsecured Revolving Credit Facility. TPG Holdings, L.P. made such election in conjunction with the Reorganization, upon which TPG Operating Group II, L.P. assumed its obligations as borrower under the Senior Unsecured Revolving Credit Facility (and TPG Holdings, L.P. was thereby released from its obligations as borrower thereunder) and correspondingly, TPG Operating Group II, L.P., TPG Holdings I-A, LLC, TPG Holdings II-A, LLC and TPG Holdings III-A, L.P were released from their guarantees of the Senior Unsecured Revolving Credit Facility.
The interest rate for borrowings on the Senior Unsecured Revolving Credit Facility is calculated at the LIBOR rate at the time of the borrowing plus an applicable margin not to exceed 1.75% (subject to credit rating based stepdowns).
During the year ended December 31, 2021, TPG Holdings, L.P. made no borrowings and made repayments of $50.0 million on the Senior Unsecured Revolving Credit Facility, leaving a balance of zero at December 31, 2021. During the year ended December 31, 2020, TPG Holdings, L.P. borrowed $150.0 million and made repayments of $100.0 million on the Senior Unsecured Revolving Credit Facility, leaving a balance of $50.0 million as of December 31, 2020. During the year ended December 31, 2019, TPG Holdings, L.P. neither borrowed nor made repayments on the Senior Unsecured Revolving Credit Facility, leaving a zero balance as of December 31, 2019. As of December 31, 2021, $300.0 million was available to be borrowed under the terms of the Senior Unsecured Revolving Credit Facility.
Senior Unsecured Term Loan
In December 2021, TPG Operating Group II, L.P. entered into a credit agreement (the “Senior Unsecured Term Loan Agreement”) pursuant to which the lenders thereunder have agreed to make term loans in a principal amount of up to $300.0 million during the period commencing on December 2, 2021 and ending on the date that is 30 days thereafter. Unused commitments were terminated at the end of such period. As of December 31, 2021, $200.0 million was outstanding under the Senior Unsecured Term Loan Agreement. The term loans have an interest rate of LIBOR plus 1.00% and will mature in December 2024. The proceeds from the term loan were used to make a ratable distribution to each of our investors and will not be available for our operations.
Tax Receivable Agreement
The future exchanges by owners of Common Units for cash from a substantially concurrent public offering, reorganization or private sale (based on the price per share of the Class A common stock on the day before the pricing of such public offering or private sale) or, at our election, for shares of our Class A common stock on a one-for-one basis (or, in certain cases, for shares of nonvoting Class A common stock) are expected to produce or otherwise deliver to us favorable tax attributes that can reduce our taxable income. We (and our wholly-owned subsidiaries) are a party to a tax receivable agreement, under which generally we (or our wholly-owned subsidiaries) are required to pay the beneficiaries of
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the Tax Receivable Agreement 85% of the applicable cash savings, if any, in U.S. federal, state and local income tax that we actually realize or, in certain circumstances, are deemed to realize as a result of the Covered Tax Items. We generally retain the benefit of the remaining 15% of the applicable tax savings. The payment obligations under the Tax Receivable Agreement are obligations of TPG Inc. (or our wholly-owned subsidiaries), and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial. See “Item 13.—Certain Relationships and Related Transactions, and Director Independence—Reorganization- and IPO-Related Transactions—Tax Receivable Agreement.”
Contractual Obligations
In the ordinary course of business, we enter into contractual arrangements that require future cash payments. The following table sets forth information regarding our anticipated future cash payments under our contractual obligations as of December 31, 2021:
| Payments Due by Period | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 and Thereafter | ||||||||||||||||||||
| Operating lease obligations | $ | 212,630 | $ | 26,853 | $ | 24,267 | $ | 28,479 | $ | 27,247 | $ | 13,090 | $ | 92,694 | ||||||||||||
| Debt obligations (1) | 450,000 | — | — | 200,000 | — | — | 250,000 | |||||||||||||||||||
| Interest on debt obligations (2) | 326,745 | 17,035 | 17,035 | 16,702 | 13,035 | 13,035 | 249,903 | |||||||||||||||||||
| Capital commitments (3) | 339,900 | 339,900 | — | — | — | — | — | |||||||||||||||||||
| Total contractual obligations | $ | 1,329,275 | $ | 383,788 | $ | 41,302 | $ | 245,181 | $ | 40,282 | $ | 26,125 | $ | 592,597 |
__________
(1)Debt obligations presented in the table reflect scheduled principal payments related to the Securitization Notes and our Senior Unsecured Term Loan.
(2)Estimated interest payments on our debt obligations reflect amounts that would be paid over the life on the Securitization Notes based the Series A and B Securitization Notes respective fixed interest rates and assuming the debt is held until final maturity.
(3)Capital commitments represent our obligations to provide general partner capital funding to the TPG funds. These amounts are generally due on demand, and accordingly, have been presented as obligations payable in the “2022” column. We generally utilize proceeds from return of capital distributions and proceeds from Secured Borrowings to help fund these commitments.
Additional Contingent Obligations
As of December 31, 2021 and 2020, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $58.3 million related to STAR and $60.7 million related to STAR and TES I, net of tax, respectively, for which a performance allocation reserve was recorded within other liabilities in the consolidated financial statements. The potential liquidation of STAR in 2021 could require clawback payments. Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to projected clawback as of December 31, 2021 and 2020 would be $1,500.9 million and $823.0 million on a pre-tax basis, respectively.
As of December 31, 2021 and 2020, we had guarantees outstanding totaling $96.1 million and $30.3 million, respectively, related to employee guarantees primarily related to a third-party lending program which enables certain of our eligible employees to obtain financing for co-invest capital commitment obligations with a maximum potential exposure of $139.7 million and $134.5 million, respectively.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements, as defined in Regulation S-K.
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities in our financial statements. We regularly assess these estimates; however, actual amounts could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.
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An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions that are most critical to understanding and evaluating our reported financial results are: revenue recognition and fair value measurements.
Revenues
We recognize revenue in accordance with ASC 606. Revenue is recognized in a manner that depicts the transfer of promised goods or services to customers and for an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We are required to identify our contracts with customers, identify the performance obligations in a contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, variable consideration is included 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. The guidance requires us to assess whether we are the principal versus agent in the arrangement based on the notion of control, which affects recognition of revenue on a gross or net basis. Essentially all of our revenue and operations are directly or indirectly supporting affiliated investment funds and derived from or related to their underlying investments.
Management fees related to our funds are generally based on a fixed percentage of the committed capital or invested capital. The corresponding fee calculations that consider committed capital or invested capital are both objective in nature and therefore do not require the use of significant estimates or assumptions.
Incentive fees are generally calculated as a percentage of the profits earned in respect of certain accounts for which we are the investment adviser, subject to the achievement of minimum return levels or performance benchmarks. Incentive fees are typically subject to reversal until the end of a defined performance period, as these fees are affected by changes in the fair value of the AUM or advisement over such performance period. Moreover, incentive fees that are received prior to the end of the defined performance period are typically subject to clawback, net of tax. We recognize incentive fee revenue only when these amounts are realized and no longer subject to significant reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period.
Capital Allocation-Based Income is a disproportionate allocation (typically 20%) of performance allocations. We account for performance allocations under the equity method of accounting. Certain funds will allocate performance allocations to us, based on cumulative fund performance to date, irrespective of whether such amounts have been realized. These performance allocations are subject to the achievement of minimum return levels (typically 8%), in accordance with the terms set forth in each respective fund’s governing documents. We recognize income attributable to performance allocations from a fund based on the amount that would be due to us pursuant to the fund’s governing documents, assuming the fund was liquidated based on the current fair value of its underlying investments as of that date. Accordingly, the amount recognized as performance allocation income reflects our share of the gains and losses of the associated fund’s underlying investments measured at their then-fair values, relative to the fair values as of the end of the prior period. Performance allocations are generally realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents. For any given period, performance allocations on our consolidated statements of operations may include reversals of previously recognized amounts due to a decrease in the value of a particular fund that results in a decrease of cumulative performance allocations earned to date. Since fund minimum level of returns are cumulative, previously recognized performance allocations also may be reversed in a period of appreciation that is lower than the particular fund’s minimum return levels. Each fund is considered separately in this regard and, for a given fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s investments, at their then current fair values, previously recognized and distributed performance allocation would be required to be returned, a liability is established for the potential clawback obligation. Our actual obligation, however, would not become payable or realized until the end of a fund’s life.
Fair Value Measurements
GAAP establishes a hierarchical disclosure framework, which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace—including the existence and transparency of transactions between market participants. Financial instruments
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with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of their fair values, as follows:
•Level 1—Pricing inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the measurement date.
•Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies. The types of financial instruments classified in this category include securities with less liquidity traded in active markets, securities traded in other than active markets, and government and agency securities.
•Level 3—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument.
The fair value of the investments held by TPG funds is the primary input to the calculation of certain of our management fees and performance allocations. The TPG funds are accounted for as investment companies in accordance with GAAP guidance and reflect their investments, including majority-owned and controlled investments, at fair value. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists management’s determination of fair value is based on the best information available in the circumstances, which may incorporate management’s own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.
TPG has also elected the fair value option for certain other proprietary investments. TPG is required to measure certain financial instruments at fair value, including equity securities and derivatives.
Fair Value of Investments or Instruments that are Publicly Traded
Securities that are publicly traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities will include legal and contractual restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144. A discount to publicly traded price may be appropriate in those cases; the amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.
Fair Value of Investments or Instruments that are not Publicly Traded
Investments for which market prices are not observable include private investments in the equity or debt of operating companies or real estate properties. Our primary methodology for determining the fair values of such investments is generally the market approach. The most widely used methodology under the market approach relies upon valuations for comparable public companies, transactions or assets, and includes making judgments about which companies, transactions, or assets are comparable. We may also choose to incorporate a secondary methodology, generally used to corroborate the results of the market approach. This would typically be the income approach, which provides an indication of fair value based on the present value of cash flows that a business, security or property is expected to generate in the future. The most
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widely used methodology under the income approach is the discounted cash flow method, which includes significant assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate and exit multiple. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including direct capitalization method, option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability weighted methods or recent round of financing.
In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments.
Management Process on Fair Value
Due to the importance of fair value throughout the consolidated financial statements and the significant judgment required to be applied in arriving at those fair values, we have developed a process around valuation that incorporates several levels of approval and review from both internal and external sources. Investments held by TPG funds and investment vehicles are valued on at least a quarterly basis by our internal valuation or asset management teams, which are independent from our investment teams.
For investments valued utilizing a forward-looking market approach and/or income method, and where TPG has information rights, we generally have a direct line of communication with each of the Portfolio Company finance teams and collect financial data used to support projections used in the analysis. The respective business unit’s valuation team or deal team then analyzes the data received and updates the valuation models, reflecting any changes in the underlying forecast, cash flow projections, weighted-average cost of capital, exit multiple and any other valuation input relevant economic conditions.
The results of all valuations of investments held by TPG funds and investment vehicles are reviewed and approved by the relevant Fund’s Valuation Committee. Each Valuation Committee is comprised of at least one member who does not participate in the process of making or disposing of investments. Approval by any member of the Valuation Committee is related to such member’s role in the Committee, such that control function members’ (i.e., those members who do not participate in the process of making or disposing of investments) approval, for example, represents their confirmation that the process was run appropriately and that the deliberations were on the merits. To further corroborate results, each business unit generally engages an external valuation firm to provide positive assurance on a quarterly basis for a majority of Level III investments that have been held by TPG funds and investment vehicles for at least one full quarter. Investments may be excluded from review if the valuation is based on a recent transaction, upcoming transaction or certain categorical deals (e.g., Biotech deals).
The global outbreak of COVID-19 required management to make significant judgments about the ultimate adverse impact of COVID-19 on financial markets and economic conditions, which is uncertain and may change over time. These judgments and estimates were incorporated into the valuation process outlined herein. Management’s policies were unchanged and critical processes were executed in a remote working environment.
Recent Accounting Developments
Information regarding recent accounting developments and their effects to us can be found in Note 2, “Summary of Significant Accounting Policies,” to our audited consolidated financial statements included elsewhere in this report.