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目录表
美国
证券交易委员会
华盛顿特区20549
形式 10-Q
(标记一)
x根据1934年《证券交易法》第13或15(D)条规定的季度报告
截至本季度末2024年9月30日
或
¨根据1934年证券交易法第13或15（d）条提交的过渡报告
从 到
佣金文件编号001-41222
TPG Inc.
(注册人的确切姓名载于其章程)
特拉华州87-2063362
(注册成立或组织的国家或其他司法管辖区)(国际税务局雇主身分证号码)
商业街301号 3300套房76102
沃斯堡， TX (邮政编码)
(817) 871-4000
注册人的电话号码，包括区号
根据该法第12(B)条登记的证券：
每个班级的标题交易代码注册的每个交易所的名称
A类普通股TPG
纳斯达克股市有限责任公司
(纳斯达克全球精选市场)
6.950% 2064年到期的次级票据 TPGXL
纳斯达克股市有限责任公司
(纳斯达克全球市场)
用复选标记表示注册人是否：(1)在过去12个月内(或注册人被要求提交此类报告的较短时间内)提交了1934年《证券交易法》第13或15(D)节要求提交的所有报告，以及(2)在过去90天内一直遵守此类提交要求。是 x 没有 o
用复选标记表示注册人是否在过去12个月内(或在注册人被要求提交此类文件的较短时间内)以电子方式提交了根据S-T规则第405条(本章232.405节)要求提交的每个交互数据文件。是 x 没有 o
用复选标记表示注册人是大型加速申报公司、加速申报公司、非加速申报公司、较小的报告公司或新兴成长型公司。请参阅《交易法》第12b-2条规则中“大型加速申报公司”、“加速申报公司”、“较小申报公司”和“新兴成长型公司”的定义。
大型加速文件服务器x加速文件管理器¨
非加速文件服务器¨规模较小的报告公司¨
新兴成长型公司¨
如果是一家新兴的成长型公司，用复选标记表示注册人是否已选择不使用延长的过渡期来遵守根据《交易所法》第13(A)节提供的任何新的或修订的财务会计准则。o
用复选标记表示注册人是否是空壳公司(如《交易法》第12b-2条所定义)。是o 没有 x
截至2024年10月30日，已有 97,449,967 注册人A类普通股的股份， 6,605,963 登记人无投票权A类普通股的股份和 260,911,927 注册人已发行的b类普通股的股份。
1
目录表
目录表
页面
第一部分金融信息
第1项。
未经审计的简明合并财务报表
第1A项。
第三项。
第六项。


2
目录表
有关前瞻性陈述的注意事项
本报告可能包含前瞻性陈述。前瞻性陈述可以通过诸如“预期”、“打算”、“计划”、“寻求”、“相信”、“估计”、“预期”以及对未来时期的类似提法，或通过包含预测或预测来识别。前瞻性陈述的例子包括但不限于，我们对未来业务和财务业绩的展望、估计的经营指标、业务战略和未来经营的管理计划和目标的陈述，包括有关预期增长、未来资本支出、基金业绩、股息和红利政策以及偿债义务的陈述，如“第2项--管理层对财务状况和经营结果的讨论和分析”中的陈述。
前瞻性陈述是基于我们目前对我们的业务、经济和其他未来状况的预期和假设。由于前瞻性陈述与未来有关，从本质上讲，它们受到内在的不确定性、风险和难以预测的情况变化的影响。因此，我们的实际结果可能与任何前瞻性陈述中预期的结果大不相同。可能导致实际结果与前瞻性陈述中的结果大不相同的重要因素包括：无法确认收购Angelo，Gordon&Co.，L.P.和AG Funds L.P.(统称为“Angelo Gordon”)的预期收益；与Angelo Gordon业务和运营整合相关的意外成本；我们管理增长和执行业务计划的能力；这些风险因素包括但不限于本文所述的“第1A项”、我们在截至2024年2月23日提交给美国证券交易委员会(“美国证券交易委员会”)的10-K表格年度报告(“我们的年度报告”)以及随后提交给美国证券交易委员会的文件中所述的风险因素，因为这些因素可能会在我们提交给美国证券交易委员会的定期报告中不时更新，这些报告可在美国证券交易委员会的网站https://www.sec.gov，上查阅。和“第二项--管理层对财务状况和经营成果的讨论和分析。”
出于上述原因，我们告诫你不要依赖任何前瞻性陈述，这些前瞻性陈述也应与本报告其他部分包括的其他警告性陈述一起阅读。我们在这份Form 10-Q季度报告中所作的任何前瞻性陈述，仅限于我们作出这一声明之日。可能导致我们实际结果不同的因素或事件可能会不时出现，我们不可能预测所有这些因素或事件。我们没有义务公开更新或修改任何前瞻性陈述，无论是由于新信息、未来发展或其他原因，除非法律要求。

网站和社交媒体披露
我们使用我们的网站(https://www.tpg.com)，Rise网站(https://therisefund.com)，TPG Angelo Gordon网站(https://www.angelogordon.com)，TPG Twin Brook网站(https://twincp.com)，TPG Twin Brook Capital Income Fund网站(https://agtbcap.com)，MicroSites(https://software.tpg.com，https://healthcare.tpg.com)，TPG LinkedIn(https://www.linkedin.com/company/tpg-capital)，TPG Angelo Gordon LinkedIn(https://www.linkedin.com/company/tpg-angelo-gordon)，Twin Brook LinkedIn(https://www.linkedin.com/company/twin-brook-capital-partners)，X(前身为推特)(https://x.com/tpg)，Vimeo(https://vimeo.com/user52190696)，TPG Youtube(https://www.youtube.com/@tpg-inc)，Rise Youtube(https://www.youtube.com/channel/UCo8p2iF_I5p-Wr2_MQlzedw/featured)，TPG Instragram(https://www.instagram.com/TPG_INCORPORATED))和Rise Instagram(https://www.instagram.com/therisefund/?hl=en)账户作为公司信息的分发渠道。我们通过这些渠道发布的信息可能被认为是重要的。因此，投资者除了关注我们的新闻稿、美国证券交易委员会备案文件以及公开电话会议和网络广播外，还应该关注这些渠道。此外，当您注册您的电子邮件地址时，您可能会自动收到电子邮件警报和其他有关TPG的信息，方法是访问我们网站的“电子邮件警报”部分，网址为https://shareholders.tpg.com.然而，我们网站的内容、任何警报和社交媒体渠道都不是本报告的一部分。
3
目录
本报告中使用的术语
除非上下文另有要求，否则如本10-Q表格季度报告中所使用的，提及：
•“TPG”、“公司”、“我们”、“我们的”和“我们”或类似术语是指TPG Inc.。及其合并子公司作为一个整体。
•“安吉洛·戈登”统称为安吉洛·戈登公司，LP（“AG OpCo”）和AG Funds LP（“AG CarryCo”）均为特拉华州有限合伙企业。收购完成后，我们将Angelo Gordon称为“TPG Angelo Gordon”。
•“A类普通股”是指TPG Inc.的A类普通股，持有人有权每股投一票。当我们在10-Q表格季度报告中使用“A类普通股”一词时，我们仅指此类有投票权的A类普通股，而不是“无投票权的A类普通股”。
•“b类普通股”是指TPG Inc.的b类普通股，在日落之前，持有者有权获得每股十票，但不附带任何经济权利。
•“公共单位”是指TPG运营集团中的公共单位。
•《交易法》指的是1934年修订的《证券交易法》。
•“交换协议”是指TPG Inc.签订的修订和重述的交换协议。与其他各方于2023年11月1日签订。
•“排除资产”是指与重组（定义见本文）相关签订的主出资协议附表A中所列转让给RemainCo的资产和经济权利，主要包括（i）与TPG无关联的某些发起人的少数股权，（ii）TPG基金中某些绩效分配的权利，（iii）某些共同投资权益和（iv）现金。
•“创始人”指的是大卫·邦德曼和詹姆斯·G。（“吉姆”）库尔特。
•“GP LLC”是指TPG GP A，LLC，TPG Group Holdings普通合伙人的所有者。
•“担保人”是指TPG Inc.，以及公司的某些间接合并子公司，包括TPG运营集团I，LP.，TPG运营集团III，LP和TPG Holdings II子公司，LP，同意为优先票据（定义见本文）和次级票据（定义见本文）提供担保。
•“投资者权利协议”是指TPG Inc.签订的修订和重述的投资者权利协议。与其他各方于2023年11月1日签订。
•“IPO”是指我们首次公开发行TPG Inc. A类普通股。该项目于2022年1月18日完成。
•“无投票权A类普通股”是指TPG Inc.的无投票权A类普通股，该公司没有投票权，并在投资者权利协议允许的情况下转让给第三方后可转换为A类普通股股份。
•“票据发行人”是指TPG第二运营集团，LP，该公司的间接合并子公司。
•“IPO前投资者”是指在重组之前与我们建立战略关系的某些主权财富基金、其他机构投资者和某些其他各方。
•“公共SPAC”是指TPG Pace Beneficial II Corp.和AfterNext HealthTech Acquisition Corp.。
4
目录
•“RemainCo”统称Tarrant Remain Co I，LP.，特拉华州有限合伙企业Tarrant Remain Co II，LP特拉华州有限合伙企业，Tarrant Remain Co III，LP，特拉华州一家有限合伙企业，拥有排除资产，Tarrant Remain Co GP，LLC是特拉华州一家有限责任公司，担任其普通合伙人。
•“重组”是指公司重组，其中包括TPG Partners，LLC的企业转型为特拉华州一家名为TPG Inc.的公司，与IPO一起进行。除非上下文另有暗示，否则本报告中提及的“TPG”、“公司”、“我们”、“我们”和“我们的”是指（i）完成对TPG Group Holdings SBS，LP及其合并子公司的重组和首次公开募股之前和（ii）完成对TPG Inc.的重组和首次公开募股之后。及其合并子公司。
•“证券法”是指修订后的1933年证券法。
•“日落”是指在(I)GP LLC及其成员根据某一GP LLC有限责任公司协议立即向本公司提交的通知中规定的最早日期之后的第一次股东年会上(或根据股东同意)选出大多数独立董事的事件，以较早的日期为准：(A)在两位创始人均未继续担任GP LLC成员的日期后三个月，(B)GP LLC投票触发Sunset，及(C)在60天提前通知后，若在至少60天后，必要的各方未能就续签Winkelry先生的雇佣协议或在Winkelry先生不再担任我们的CEO的情况下选择新CEO达成一致，(Ii)紧接IPO五周年之后的季度的第一天，则由当时作为控制组成员的任一创始人决定触发日落。
•“应收税款协议”是指TPG Inc.签订的修订和重述的应收税款协议。与其他各方于2023年11月1日签订。
•“TPG普通合伙人实体”是指（i）担任某些TPG基金的普通合伙人，以及（ii）由TPG Group Holdings或历史上曾由TPG Group Holdings合并的某些实体。
•“TPG Group Holdings”是指TPG Group Holdings（SBS），LP，一家特拉华州有限合伙企业，就会计而言被视为我们的前身，是TPG合作伙伴工具，也是某些普通股和b类普通股的直接所有者。
•“TPG运营集团”指（i）重组生效前的时期，TPG运营集团合伙企业及其各自的合并子公司;（ii）自重组生效后至2023年11月1日期间，（A）TPG运营集团合伙企业及其各自的合并子公司和（B）不向RemainCo和（iii）2023年11月1日之后的期间，TPG运营集团II，LP，特拉华州有限合伙企业及其各自的合并子公司，包括TPG运营集团I，LP和TPG运营集团III，LP
•“TPG运营集团合作伙伴关系”是指TPG运营集团I，LP.，特拉华州有限合伙企业，原名TPG Holdings I，LP，TPG第二运营集团，LP，特拉华州有限合伙企业，原名TPG Holdings II，LP，和TPG第三运营集团，LP，特拉华州有限合伙企业，原名TPG Holdings III，LP
•“TPG Partner Holdings”是指TPG Partner Holdings，LP，特拉华州有限合伙企业，是TPG合作伙伴企业，间接拥有TPG合作伙伴企业TPG Group Holdings的几乎所有经济利益。
•“TPG合作伙伴工具”统称为创始人以及现任和前任TPG合作伙伴（包括此类人员的相关实体和遗产规划工具）持有TPG运营集团（包括TPG Group Holdings和TPG Partner Holdings）股权的工具。
•“交易协议”是指TPG、TPG运营集团、GP LLC、Angelo Gordon及其某些附属实体于2023年5月14日签署的某些交易协议，并于2023年10月3日、2023年10月31日和2024年3月13日修订。
5
目录
此外，有关“总IRR”、“净IRR”、“总妈妈”、“净IRR”、“净妈妈”和相关术语的定义，请参阅“第2项。-管理层对财务状况和运营结果的讨论和分析-净应计绩效-基金绩效指标。”
6
目录
第一部分-财务信息
项目1.财务报表（未经审计）
TPG Inc.
简明合并财务状况报表（未经审计）
(千美元，共享数据除外)

2024年9月30日2023年12月31日
资产
现金及现金等价物$1,164,491 $665,188 
受限现金(1)
13,329 13,183 
应由关联公司支付317,659 418,977 
投资（包括已抵押资产美元696,558 及$648,529 分别截至2024年9月30日和2023年12月31日(1))
7,355,238 6,724,112 
无形资产566,844 649,508 
商誉436,079 436,079 
其他资产668,378 462,625 
总资产$10,522,018 $9,369,672 
负债与权益
负债
应付账款和应计费用$439,131 $171,796 
由于附属公司408,180 143,175 
债务义务(1)
1,329,682 945,052 
应计绩效分配报酬4,319,333 4,096,052 
其他负债638,603 652,463 
总负债7,134,929 6,008,538 
承付款和或有事项(附注12)
股权
A类普通股美元0.001 面值， 2,340,000,000 授权股份（103,928,846 和 80,596,501 分别截至2024年9月30日和2023年12月31日已发行和发行的股份）
104 80 
b类普通股美元0.001 面值， 750,000,000 授权股份（260,911,927 和 281,657,626 分别截至2024年9月30日和2023年12月31日已发行和发行的股份）
261 282 
优先股，$0.001 面值， 25,000,000 授权股份（0 截至2024年9月30日和2023年12月31日已发行和未偿还）
— — 
追加实收资本879,489 613,476 
累计赤字(156,694)(34,681)
其他非控股权益2,663,929 2,781,977 
权益总额3,387,089 3,361,134 
负债和权益总额$10,522,018 $9,369,672 
_________________
(1)公司截至2024年9月30日和2023年12月31日的合并总资产和负债包括可变利益实体（“VIE”）的资产和负债。该资产仅可用于履行VIE的义务，VIE的债权人仅对这些资产拥有追索权，而不是TPG Inc.。见简明合并财务报表附注2、7和8.
7
目录
TPG Inc.
简明综合业务报表(未经审计)
(千美元，不包括每股和每股数据)

止三个月
9月30日，		止九个月
9月30日，
2024202320242023
收入
费等$524,733 $366,149 $1,559,828 $1,004,723 
基于资本配置的收入（损失）330,670 (205,794)863,840 402,051 
总收入855,403 160,355 2,423,668 1,406,774 
费用
薪酬和福利：
现金薪酬和福利205,641 123,160 603,463 359,278 
基于股权的薪酬242,405 136,650 697,855 449,109 
绩效分配补偿223,637 (120,770)553,824 272,648 
薪酬和福利总额671,683 139,040 1,855,142 1,081,035 
一般、行政和其他141,262 101,596 463,078 311,013 
折旧及摊销32,400 7,701 97,444 24,227 
利息支出21,789 7,792 64,413 23,728 
合并公共SPAC的费用— 81 — 1,053 
总费用867,134 256,210 2,480,077 1,441,056 
投资收益(亏损)
投资活动净（损失）收益(8,483)(4,203)(30,333)11,459 
利息、股息和其他 12,670 10,994 39,390 28,948 
合并公共SPAC的投资和其他收入— 2,596 — 8,359 
总投资收益4,187 9,387 9,057 48,766 
所得税前收入(亏损)(7,544)(86,468)(47,352)14,484 
所得税费用13,881 8,244 40,657 33,511 
净亏损(21,425)(94,712)(88,009)(19,027)
公共SPAC可赎回股权归属的净利润— 5,148 — 12,044 
归属于TPG运营集团非控股权益的净亏损(33,503)(49,556)(145,832)(100,354)
归属于其他非控股权益的净利润（亏损）3,117 (64,971)47,320 2,366 
归属于TPG Inc.的净利润$8,961 $14,667 $10,503 $66,917 
每股净利润（亏损）数据：
A类普通股每股可获得的净利润（损失）
基本$0.04 $0.14 $(0.04)$0.73 
稀释$(0.08)$(0.09)$(0.37)$(0.08)
A类普通股加权平均股数
基本103,358,21280,617,05798,073,67580,223,076
稀释364,836,508309,269,698364,651,518309,201,724

请参阅随附的简明合并财务报表注释。
8
目录
TPG Inc.
简明合并权益变动表（未经审计）
(千美元，共享数据除外)

TPG Inc.的股票TPG Inc.
A类普通股B类普通股A类普通股，按面值计算b类普通股，按面值计算额外实收资本累计赤字Total TPG Inc.股权其他非控股权益总股本
2024年6月30日的余额102,813,336 261,954,046 $103 $262 $832,373 $(118,513)$714,225 $2,591,991 $3,306,216 
净利润（亏损）— — — — — 8,961 8,961 (30,386)(21,425)
基于股权的薪酬— — — — 45,929 — 45,929 183,228 229,157 
出资— — — — — — — 91,001 91,001 
股息/分配— — — — — (47,142)(47,142)(171,440)(218,582)
为净结算股权奖励而发行的股份73,391 — 0 — (0)— — — — 
股权奖励净结算时支付的预扣税— — — — (321)— (321)(670)(991)
向TPG Inc.交换普通单位A类普通股及相关递延税收影响1,042,119 (1,042,119)1 (1)1,713 — 1,713 — 1,713 
控制权与非控制权之间的股权重新分配— — — — (205)— (205)205 — 
2024年9月30日余额103,928,846 260,911,927 $104 $261 $879,489 $(156,694)$723,160 $2,663,929 $3,387,089 

















请参阅随附的简明合并财务报表注释。
9
目录
TPG Inc.
简明合并权益变动表（未经审计）
(千美元，共享数据除外)

TPG Inc.的股票TPG Inc.
A类普通股B类普通股A类普通股，按面值计算b类普通股，按面值计算额外实收资本累计赤字Total TPG Inc.股权其他非控股权益总股本
2023年6月30日的余额80,511,475 228,652,641 $80 $229 $531,512 $(3,663)$528,158 $2,601,375 $3,129,533 
净利润（亏损）— — — — — 14,667 14,667 (114,527)(99,860)
基于股权的薪酬— — — — 9,988 — 9,988 127,909 137,897 
出资— — — — — — — 1,307 1,307 
股息/分配— — — — — (18,568)(18,568)(123,061)(141,629)
可赎回非控制性权益赎回价值的变化 — — — — 799 — 799 11,468 12,267 
为净结算股权奖励而发行的股份75,896 — 0 — 0 — — — — 
股权奖励净结算时支付的预扣税— — — — (8)— (8)(22)(30)
股权变动产生的递延税务影响— — — — (258)— (258)— (258)
控制权与非控制权之间的股权重新分配— — — — 365 — 365 (365)— 
2023年9月30日余额80,587,371 228,652,641 $80 $229 $542,398 $(7,564)$535,143 $2,504,084 $3,039,227 




请参阅随附的简明合并财务报表注释。
10
目录
TPG Inc.
简明合并权益变动表（未经审计）
（以千美元计，共享数据除外）

TPG Inc.的股票TPG Inc.
A类普通股B类普通股A类普通股，按面值计算b类普通股，按面值计算借记资本公积累计赤字Total TPG Inc.股权其他非控股权益权益总额
2023年12月31日余额80,596,501 281,657,626 $80 $282 $613,476 $(34,681)$579,157 $2,781,977 $3,361,134 
净收益(亏损)— — — — — 10,503 10,503 (98,512)(88,009)
基于股权的薪酬— — — — 123,652 — 123,652 534,752 658,404 
出资— — — — — — — 128,902 128,902 
股息/分配— — — — — (132,516)(132,516)(501,752)(634,268)
为净结算股权奖励而发行的股份2,586,646 — 3 — (3)— — — — 
股权奖励净结算时支付的预扣税— — — — (19,660)— (19,660)(42,870)(62,530)
向TPG Inc.交换普通单位A类普通股及相关递延税收影响20,745,699 (20,745,699)21 (21)23,456 — 23,456 — 23,456 
控制权与非控制权之间的股权重新分配— — — — 138,568 — 138,568 (138,568)— 
2024年9月30日余额103,928,846 260,911,927 $104 $261 $879,489 $(156,694)$723,160 $2,663,929 $3,387,089 
















请参阅随附的简明合并财务报表注释。
11
目录表
TPG Inc.
简明合并权益变动表（未经审计）
（以千美元计，共享数据除外）

TPG Inc.的股票TPG Inc.
A类普通股B类普通股A类普通股，按面值计算b类普通股，按面值计算借记资本公积累计赤字Total TPG Inc.股权其他非控股权益权益总额
2022年12月31日的余额79,240,058 229,652,641 $79 $230 $506,639 $2,724 $509,672 $2,576,199 $3,085,871 
净收益(亏损)— — — — — 66,917 66,917 (97,988)(31,071)
基于股权的薪酬— — — — 28,408 — 28,408 419,758 448,166 
出资— — — — — — — 10,069 10,069 
股息/分配— — — — — (77,205)(77,205)(417,144)(494,349)
可赎回非控制性权益赎回价值的变化— — — — 1,457 — 1,457 25,971 27,428 
为净结算股权奖励而发行的股份347,313 — 0 — 0 — — — — 
股权奖励净结算时支付的预扣税— — — — (1,672)— (1,672)(4,846)(6,518)
股权变动产生的递延税务影响— — — — (1,454)— (1,454)— (1,454)
向TPG Inc.交换普通单位A类普通股1,000,000 (1,000,000)1 (1)1,085 — 1,085 — 1,085 
控制权与非控制权之间的股权重新分配— — — — 7,935 — 7,935 (7,935)— 
2023年9月30日余额80,587,371 228,652,641 $80 $229 $542,398 $(7,564)$535,143 $2,504,084 $3,039,227 




请参阅随附的简明合并财务报表注释。
12
目录表
TPG Inc.
简明合并现金流量报表（未经审计）
（美元单位：千）
截至9月30日的9个月，
20242023
经营活动：
净亏损$(88,009)$(19,027)
将净收入（损失）与经营活动提供的净现金进行调节的调整：
基于股权的薪酬697,855 449,109 
绩效分配补偿553,824 272,648 
投资活动净损失（收益）30,333 (11,459)
资本配置收入(863,840)(402,051)
折旧及摊销97,444 24,227 
其他非现金活动60,342 24,484 
合并公共SPAC投资活动的未实现损失— (667)
经营资产和负债变化：
购买投资(519,323)(206,406)
投资收益843,211 650,989 
应收附属公司款项(12,813)(13,546)
其他资产3,257 (15,769)
应付账款和应计费用279,836 161,787 
应付附属公司41,969 (16,170)
应计绩效分配报酬(332,775)(298,900)
其他负债(71,091)(25,643)
与合并公共SPAC相关的信托账户中持有的资产— 658,732 
与合并公共SPAC相关的其他资产和负债，净— 220 
经营活动提供的净现金720,220 1,232,558 
投资活动：
收购安吉洛·戈登(16,334)— 
购买固定资产(26,668)(10,539)
投资活动所用现金净额(43,002)(10,539)
融资活动：
债务收益1,318,500 150,000 
偿还债务义务(919,500)(150,000)
债务债务发行成本(16,632)(900)
股权奖励净结算时支付的预扣税(62,530)(6,518)
其他非控股权益持有人的出资128,902 10,069 
股息/分配(626,509)(446,507)
赎回可赎回股权— (661,001)
用于融资活动的现金净额$(177,769)$(1,104,857)
现金、现金等价物和限制性现金净变化$499,449 $117,162 
现金、现金等值物和受限制现金，期末678,371 1,120,650 
现金、现金等值物和限制现金，期末$1,177,820 $1,237,812 
其他现金流量信息的补充披露：
缴纳所得税的现金$23,726 $32,439 
支付利息的现金49,868 17,687 
期末现金、现金等值物和受限制现金对账：
现金和现金等价物$1,164,491 $1,224,484 
受限现金13,329 13,328 
现金、现金等值物和限制现金，期末$1,177,820 $1,237,812 
请参阅随附的简明合并财务报表注释。
13
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)


1. 组织
TPG Inc.，连同其合并子公司（统称为“TPG”或“公司”）是一家代表第三方投资者以“TPG”品牌名义的全球领先另类资产管理公司。TPG Inc.包括TPG运营集团II，LP，持有的管理公司、集合投资实体的普通合伙人和可变利益实体的合并账户，公司是其中的主要受益人控股公司（“TPG运营集团”）。
截至2024年9月30日，TPG Inc.持有约 28TPG运营集团未偿普通单位的%。
2. 主要会计政策概要
呈列基准
随附的未经审计简明综合财务报表（“简明合并财务报表”）已根据美利坚合众国普遍接受的会计原则编制（“美国公认会计原则”）并反映所有调整，仅包括正常的经常性调整，管理层认为，这些调整是公平列报公司的简明合并财务报表所必需的。除非另有说明，否则所有美元金额均以千计。所有公司间交易和余额均已消除。上一财年的某些比较金额已重新分类，以符合截至2024年9月30日止期间的财务报表列报。
简明合并财务报表包括TPG Inc.的账目，TPG运营集团及其合并子公司、管理公司、基金的普通合伙人和符合可变利益实体（“VIE”）定义的实体，公司被视为主要受益人。
公共SPAC根据美国公认会计原则进行合并，随附的简明合并财务报表包括合并公共SPAC的资产、负债、收入、费用和现金流。
从合并后的公共SPAC中赚取的所有管理费和其他金额都将在合并中消除。此外，合并公共SPAC记录的同等费用金额也被消除，并将此类费用的减少分配给控股权益持有人。因此，这些实体的合并对TPG Inc.应占净利润没有净影响。或归属于其他非控股权益的净利润。截至2024年9月30日和2023年12月31日，公司没有对合并公共SPAC进行任何投资。

预算的使用
根据美国公认会计原则编制简明合并财务报表要求管理层做出影响简明合并财务报表日期资产和负债报告金额以及或有资产和负债披露的估计和假设，以及报告期内收入、费用和投资收益的报告金额。实际结果可能与这些估计不同，且此类差异可能对简明合并财务报表造成重大影响。
合并原则
TPG评估合并的实体类型包括子公司、管理公司、经纪交易商、投资基金普通合伙人、投资基金、SPAC和其他实体。这些实体中的每个实体都会根据具体事实和有关该实体的情况逐案评估合并情况。
TPG首先考虑实体是否被视为VIE，从而是否应用VIE模型下的合并指南。不符合VIE资格的实体根据投票利益模型被评估为合并投票利益实体（“VOE”）。
14
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)

如果存在下列任何一种情况，一个实体被视为VIE：(1)风险股权投资不足以在没有额外从属财政支持的情况下为实体的活动提供资金；(2)风险股权投资的持有人作为一个整体，没有权力指挥对实体的经济业绩影响最大的活动，或没有义务承担预期损失或获得预期剩余收益的权利；(3)风险股权投资的一些持有人的投票权与他们承担损失的义务或获得回报的权利不成比例，而且，几乎所有的活动都是代表面临风险的股权投资的持有者进行的，投票权极少。对于有限合伙企业，如果(1)具有风险股权的简单多数或更低门槛(包括单一有限合伙人)不能通过对普通合伙人的投票权行使实质性的启动权，或(2)具有风险股权的有限合伙人能够对普通合伙人行使实质性参与权，则合伙人缺乏权力。
TPG整合了它是主要受益者的所有VIE。如果一个实体持有VIE的控股权，则该实体被确定为主要受益人。对财务利益的控制定义为：(I)对VIE的经济表现产生最重大影响的VIE活动的指导权，以及(Ii)吸收VIE的损失的义务或从VIE获得可能对VIE产生重大影响的利益的权利。合并指引要求进行分析，以确定(I)TPG持有可变权益的实体是否为VIE，以及(Ii)TPG通过直接或间接持有该实体的权益或通过其他可变权益以合同方式参与，是否会使其获得控股权。这种分析的表现需要判断。分析一般可以定性进行；但是，如果不能很明显地表明TPG不是主要受益者，也可以进行定量分析。TPG考虑所有经济利益，包括通过关联方持有的利益，以确定其是否持有可变利益。TPG赚取的费用按惯例与所提供服务所需的努力程度相称，如果TPG在该实体中没有持有其他经济利益，而该其他经济利益将吸收该实体预期损失或回报的微不足道的数额，则不被视为可变利益。TPG在参与VIE时确定它是否是VIE的主要受益者，并在事实和情况发生变化时不断重新考虑这一结论。
被确定为非VIE的实体通常被视为VOE，并根据投票利益模型进行评估。TPG通过多数投票权或其他方式整合其控制的VOE。
投资
投资包括对私募股权基金、房地产基金、对冲基金和信贷基金的投资，包括我们在任何业绩分配和权益法中的份额以及其他自营投资。以美元以外货币计价的投资基于报告期末相关货币的现货汇率进行估值，并在简明合并财务报表中反映与汇率变动相关的变化。
权益法-绩效分配和资本权益
本公司被视为具有重大影响力但不具有控制权的投资，除已选择公允价值期权外，均采用权益会计方法入账。本公司作为普通合伙人，对其投资但不合并的TPG基金具有重大影响力。本公司采用权益会计方法对这些权益进行会计处理，从而在随附的简明综合财务报表中将这些实体的基本利润或亏损按比例和不成比例的分配记录在收入中。权益法投资的账面金额计入简明综合财务报表的投资。每当事件或情况变化显示其权益法投资的账面价值可能无法收回时，本公司便会评估该等投资的减值。当亏损被视为非暂时性亏损时，账面价值与其估计公允价值之间的差额被确认为减值。
15
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)

TPG基金被视为会计准则法典（“ASC”或“法典”）主题946下的投资公司， 金融服务-投资公司 （“ASC 946”）。该公司以及TPG基金采用ASC 946中颁布的专业会计，因此，公司和TPG基金都不会合并全资、多数股权和/或控制的投资组合公司。TPG基金以公允价值记录对投资组合公司的所有投资。公开交易证券的投资通常根据计量日期的最后销售价格按市场报价估值。在适当的情况下适用折扣，以反映对投资可销售性的限制。
当投资不可观察价格时，普通合伙人使用市场和收益法确定公允价值。市场方法包括利用可观察的市场数据，例如可比公司的当前交易或收购倍数，并将其应用于关键财务指标，例如投资组合公司的息前利润、折旧和税前利润。在应用市场方法时，会考虑所识别的一组可比公司与投资组合公司的可比性等因素。
根据投资类型或投资组合公司生命周期的阶段，普通合伙人还可以利用贴现现金流分析、收入法以及市场法来确定投资的公允价值。收入法涉及以与这些现金流相关的风险水平相称的利率对投资组合公司的预计现金流进行贴现。根据ASC Topic 820， 公平值计量 （“ASC 820”）市场参与者假设用于确定贴现率。
在应用用于确定公允价值的估值技术时，普通合伙人假设合理的投资清算时间，并考虑标的投资组合公司的财务状况和经营业绩、投资的性质、对市场流通性的限制、市场状况、外币风险和其他因素。在确定投资的公允价值时，普通合伙人会做出重大判断并使用截至计量日可用的最佳信息。由于估值固有的不确定性，随附的简明合并财务报表中反映的公允价值可能与在存在现成市场的情况下使用的价值存在重大差异，并且可能与最终可能实现的价值存在重大差异。
持有至到期的投资
该公司持有CLO基金发行的票据的投资，这些票据将持有至到期。该公司有意图和能力持有这些投资，直到到期。持有至到期日的证券按摊销成本列账，按实际利率法计算的溢价摊销及到期日折价累加而调整。实际利息法使用预计现金流量，包括难以预测的不确定性和或有事项，并可能受到未来事件的影响，这些事件可能会对估计的利息收入产生预期影响。这些债券中的某些部分是以折扣价购买的，正在按面值摊销，直到2033年至2035年期间的不同日期到期。如果公司未能将这些投资保留到到期日，它将被要求将其重新归类为交易证券，并将按公允价值计量。在适用情况下，根据美国公认会计原则确认与CLO基金投资相关的减值。CLO基金根据预期现金流的不利变化，逐个证券地评估证券的减值。
如简明合并财务报表附注3所讨论，该等投资在购买会计中按公允价值计算。
权益法投资-其他
该公司在对其业务有重大影响的某些其他合伙企业中持有非控股、有限合伙企业的权益。本公司对这些权益采用权益会计方法，在所附的简明综合财务报表中，按比例将这些实体的相关收益或亏损计入投资活动的净收益(亏损)。权益法投资的账面金额计入简明综合财务报表的投资。每当事件或情况变化显示其权益法投资的账面价值可能无法收回时，本公司便会评估该等投资的减值。当亏损被视为非暂时性并计入简明综合财务报表内投资活动的净收益(亏损)时，账面值与其估计公允价值之间的差额被确认为减值。
16
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)

权益法-公允价值期权
公司对某些原本使用权益会计法核算的投资选择公允价值选择权。该选择是不可撤销的，并在初始确认时按逐个投资进行应用。该投资的公允价值基于活跃市场的报价。该等权益法投资的公允价值变化在简明合并财务报表中确认为投资活动的净收益（亏损）。
股权投资
该公司持有非控股所有权权益，但对其运营没有重大影响力。当存在易于确定的公允价值时，公司会以公允价值记录此类投资。对于某些公允价值易于确定的非公开合伙企业，公司选择按成本减去任何减损，加上或减去同一发行人相同或类似投资的有序交易中可观察到的价格变化所产生的变化来衡量这些投资。当发生可能对被投资方产生不利影响的重大变化时，会评估是否存在损失。减损（如有）在简明综合财务报表中确认为投资活动的净收益（亏损）。
待售投资和其他
持有待售投资和其他投资主要是为了在短期内出售。公司根据ASC主题825选择公允价值期权，金融工具，用于持有待售的某些投资，其公允价值变动在简明综合财务报表的投资活动净收益(亏损)中确认。这种选择是不可撤销的，在初始确认时以逐个投资的方式实施。管理层认为，选择持有待售投资的公允价值期权可通过提供持有待售投资最相关的市场指标来改进财务报告。本公司使用折现现金流和市场可比方法，按公允价值记录持有的待售投资和其他投资。持有待售投资及其他投资的利息收入按投资的合约率(如适用)计算，并在合并综合财务报表中计入利息、股息及其他项目。对于持有以供出售的投资，前期成本和某些其他费用在发生时或在为相应投资提供资金时计入。

持有待售贷款
作为公司资本市场活动的一部分，公司可能会不时进行为附属公司（例如投资组合公司或投资对象）安排短期融资的交易。该公司投资于持有待售的投资组合公司发行的贷款。持作出售的贷款按摊销成本基准或公允价值两者中的较低者记录，其中公允价值接近简明综合财务报表中所代表的公允价值。
非控制性权益
非控股权益包括第三方投资者在某些合并实体中持有的所有权权益，但并非100%拥有。非公司拥有的收入或亏损以及相应权益的总和计入简明合并财务报表的非控股权益。向非控股权益持有人分配收入是基于各自实体的治理文件。
17
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)

收入
收入包括以下内容（以千计）：
截至三个月
9月30日，		止九个月
9月30日，
2024202320242023
管理费$410,773 $278,965 $1,231,534 $787,464 
监测费8,596 2,387 19,821 7,577 
交易费用38,976 29,227 112,274 46,502 
奖励费5,557 — 13,917 — 
报销和其他60,831 55,570 182,282 163,180 
总费用和其他524,733 366,149 1,559,828 1,004,723 
绩效分配307,953 (200,079)798,473 377,974 
资本利益22,717 (5,715)65,367 24,077 
基于资本分配的总收入（损失）330,670 (205,794)863,840 402,051 
总收入$855,403 $160,355 $2,423,668 $1,406,774 
费等
费用和其他均计入ASC主题606项下与客户的合同， 客户合约收益 （“ASC 606”）。客户合同指南提供了五步框架，要求公司（i）识别与客户的合同，（ii）识别合同中的履行义务，（iii）确定交易价格，（iv）将交易价格分配至合同中的履行义务，（v）在公司履行其履行义务时确认收入。在确定交易价格时，公司仅在与可变对价相关的不确定性得到解决时，确认的累计收入金额可能不会发生重大逆转的情况下，才会纳入可变对价。
18
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)

收入流
客户
在一段时间内履行的履行义务或
时间点(a)
可变或固定对价
收入确认
未收款项的分类(b)
管理费
TPG基金、有限合伙人和其他工具
资产管理服务会随着时间的推移(每天)得到满足，因为客户每天都会收到和使用咨询服务的好处
考虑因素是可变的，因为随着时间的推移，管理费在费用计算的基础上根据波动而变化
管理费在每个报告期内根据该报告期内提供给客户的价值确认
来自附属公司的到期-未合并的VIE
监测费
投资组合公司
在所提供的投资咨询服务方面，该公司因长期向某些投资组合公司提供监督和咨询服务而赚取监督费
在计算费用的基础上，根据波动情况，考虑因素是可变的
对价是以固定的商定金额为基础的。
监控费在每个报告期内根据该报告期内提供给客户的价值确认
应由附属公司-投资组合公司支付
交易费用
投资组合公司、第三方和其他工具
该公司提供咨询服务、债务和股权安排，以及在某个时间点收取费用的承销和配售服务。
考虑是固定的，并基于某个时间点
交易费用在交易完成时或交易完成后不久确认
应由附属公司-投资组合公司支付
其他资产-其他
奖励费
TPG基金、有限合伙人和其他工具
在达到最低投资回报水平的一段时间内提供的投资管理服务
对价是可变的，因为奖励费用取决于TPG基金或实现超过规定投资门槛回报的工具
如果取得投资业绩，奖励费用应在业绩测算期结束时确认。
来自附属公司的到期-未合并的VIE
费用
补偿和其他
TPG基金、投资组合公司和第三方
在某一时间点发生的费用报销涉及提供投资、管理和监测服务。其他收入是随着时间的推移而产生的。
费用报销和其他费用为固定对价
费用报销和其他确认为已发生的费用或提供的服务
来自附属公司-投资组合公司和未合并的VIE
其他资产-其他
_________________
(a)在评估客户何时获得在某个时间点履行的履行义务所承诺服务的控制权时没有做出重大判断。
(b)有关分类为应收联属公司款项的金额，请参阅简明合并财务报表附注10。
管理费
该公司为TPG基金、有限合伙人、中小企业和客户以及其他投资工具提供投资管理服务，以换取管理费。管理费还包括追赶费，也称为期外管理费，即在任何给定时期内支付的与前一时期相关的费用，通常是由于新的有限责任合伙人在随后的交易结束时进入基金而产生的。管理费按季按年厘定，一般按承诺资本百分比、出资资本承担净额、投资成本、资产净值或积极投资资本厘定，或按有关管理协议另有定义。由于一些导致管理费波动的因素不是本公司所能控制的，因此管理费被认为是受限的，在与受限相关的不确定性随后得到解决之前，管理费不会包括在交易价格中。在合同成立后，管理层在确定交易价格时不会做出任何重大判断。
管理费费率通常介于以下范围：
管理费基数低高
承诺资本0.50 %2.00 %
积极投入资本0.25 %2.00 %
净资金资本承诺0.50 %1.75 %
投资成本0.33 %1.00 %
NAV0.50 %1.50 %
19
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)

根据与某些TPG基金签订的管理协议的条款，公司必须按照某些费用（包括从投资组合公司赚取的监控和交易费用）的商定百分比减少基金应付的管理费。这些金额通常用作管理费的减少，否则将向投资基金收取，并在简明综合经营报表中记录为收入的减少。截至2024年9月30日的三个月和九个月，这些金额总计为美元10.2 亿和$40.1 分别为百万。截至2023年9月30日的三个月和九个月，这些金额总计美元0.7 亿和$1.7 分别为百万。应付投资基金的金额计入应付附属公司的款项 简明合并财务报表。请参阅注释10 简明合并财务报表。
监测费
该公司向某些投资组合公司提供监控服务，以换取费用，该费用在提供服务时随着时间的推移确认。监控合同成立后，在确定交易价格方面没有做出重大判断。
交易费用
该公司向投资组合公司、第三方和其他工具提供通常与债务和股权安排有关的资本结构和其他建议，以及在所提供的基础咨询服务完成时收取费用的承销和配售服务。交易费是针对每项交易单独协商的，通常基于基础交易价值。合同成立后，管理层在确定交易价格时没有做出重大判断。
奖励费
该公司向某些TPG基金和其他工具提供投资管理服务，以换取上文讨论的管理费，在某些情况下，当公司无权获得绩效分配时，还提供激励费，详情如下。激励费用被视为收入指导范围中的可变考虑因素 因为这些费用受到业绩期间投资公允价值变化的影响。公司 只有当这些金额不再受到重大逆转时（通常是在规定的绩效期结束时和/或相关的追回期到期时）才确认激励费。合同成立后，在确定交易价格时没有做出重大判断。
报销及其他
在向TPG基金提供投资管理和咨询服务以及向投资组合公司提供监控服务时，TPG通常会与第三方签订服务合同。仅出于会计目的，如果公司被视为代表TPG基金或投资组合公司产生了这些第三方成本，则此类服务的成本将以公司收入减少的净额形式列示。在所有其他情况下，与这些服务相关的费用和相关报销按总额列报，被归类为公司费用的一部分，而此类成本的报销被归类为收入内的费用报销 简明合并财务报表。合同成立后，在确定交易价格时没有做出重大判断。
基于资本分配的收入（损失）
当公司拥有普通合伙人的资本权益并有权获得不成比例的投资收益分配（以下简称“绩效分配”）时，基于资本分配的收入（损失）从TPG基金中赚取。假设该基金已根据各TPG基金的治理协议在每个报告日清算，该公司根据权益会计法记录基于资本分配的收入（损失）。因此，这些普通合伙人权益不在ASC 606的范围内核算。
围绕通过咨询合同的合同激励费的其他安排是单独且独特的，并根据ASC 606核算。在这些激励费用安排中，公司在实体中的经济不涉及资本分配。请参阅上面关于“激励费用”的讨论。
20
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)

开放式基金可以根据管理文件中规定的基金政策，以当时的净资产价值持续向投资者发行和赎回利息。该公司通常根据年度基金利润的一定比例从其开放式基金中获得业绩分配，减去最低回报障碍，并受上一年亏损结转的影响。业绩分配要么在业绩年度后的第一季度支付，要么在有投资者赎回的情况下在日历年内支付，并且通常无需公司偿还。归属于开放式基金拥有的某些非流动性投资（“副业投资”）的绩效分配在相关副业投资实现时支付。
封闭式基金的业绩分配根据截至每个报告日期的累计基金业绩分配给普通合伙人，并在基金有限合伙人实现特定投资回报后分配给普通合伙人。在每个报告期结束时，TPG基金根据TPG基金管理协议计算和分配每个TPG基金应支付给普通合伙人的业绩分配，就好像相关投资的公允价值在该日期已实现一样，无论此类金额是否已实现。由于基础投资的公允价值(以及基金有限合伙人的投资回报)在不同报告期有所不同，有必要对记录为业绩分配的金额进行调整，以反映(1)积极业绩导致分配给普通合伙人的业绩分配增加，或(2)负面业绩导致应付普通合伙人的金额少于以前确认的金额，从而对分配给普通合伙人的业绩分配进行负面调整。在每种情况下，业绩分配都是按累计计算的，并将累计结果与以前用本期调整数记录的数额进行比较，无论是正数还是负数。
一旦TPG基金以前确认的业绩分配完全逆转，包括已实现的业绩分配，本公司将停止记录负业绩分配。普通合伙人没有义务为基金的保证回报或障碍支付费用，因此，在基金的整个生命周期内，不能有负业绩分配。截至报告日期的应计但未支付的绩效分配反映在对本公司 简明合并财务报表。如果普通合伙人收到的业绩分配超过普通合伙人根据累积基金结果最终有权获得的金额，则普通合伙人收到的业绩分配应予以退还。一般来说，实际追回负债在发生已实现亏损后18个月才到期；然而，个别基金的条款有所不同。有关2024年9月30日与追回有关的披露，请参阅 简明合并财务报表。与合并TPG基金的业绩分配相关的收入在合并中被剔除。
该公司从主要重点是在不同地理位置进行投资的投资基金和其他工具中赚取管理费、激励费和基于资本配置的收入（损失），并从位于不同地理位置（包括北美、欧洲和亚太）的投资组合公司赚取交易和监控费。该公司投资的主要地理区域是北美，其来自客户合同的大部分收入也来自北美。
投资收益
权益法投资收入
公司发挥重大影响力的自营投资权益法投资的公允价值通常根据投资金额确定，并根据公司所有权比例分配的被投资公司盈利或亏损中的权益进行调整，减去分配和任何减损。公司根据最新可用的财务信息记录其在收益或亏损中所占被投资公司股权的比例，在某些情况下，这可能会比TPG财务报表的日期滞后最多三个日历月。权益法投资的收入计入投资活动的净收益（亏损） 简明合并财务报表。
持作出售的投资和其他收入
持作出售投资和其他投资的收入包括期内这些投资公允价值变化产生的未实现损益。持作出售投资和其他投资的收入在简明综合财务报表中计入投资活动的净收益（亏损）。
21
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)

选择公允价值期权的权益法投资的收入
选择公允价值选择权的权益法投资收入包括出售投资的已实现损益，以及因活跃市场报价而导致本期公允价值变化的未实现损益。在适当的情况下适用折扣，以反映对投资可销售性的限制。选择公允价值选择权的权益法投资的收入计入投资活动的净收益（损失） 简明合并财务报表。
股权投资收入
股权投资的收入是指通过被投资公司的股权证券持有且公司对其没有重大影响力的投资，包括出售投资的已实现收益以及同一发行人相同或类似投资的有序交易中可观察到的价格变化所产生的未实现收益和损失。股权投资的收入计入投资活动的净收益（亏损） 简明合并财务报表。
公共SPAC衍生负债的未实现收益（损失）
公共SPAC衍生负债的未实现收益（损失）包括认购证和远期购买协议（“FPAs”）公允价值变化的未实现收益和损失。
利息、股息和其他
利息收入确认为赚取。股息收入由公司在除息日确认，或在没有正式声明的情况下，在收到股息之日确认。
现金薪酬和福利

现金薪酬和福利包括（i）工资和工资、（ii）福利和（iii）酌情现金奖金。奖金在相关服务期内累积。

与发行股权奖励相关的补偿费用按授予日公允价值计量。在未来服务期间授予的奖励的薪酬支出以直线方式在相关服务期间内确认。不需要未来服务的奖励的补偿费用立即确认。同时包含市场和服务条件的奖励的补偿费用是基于授予日期的公允价值，其中考虑了达到市场条件的可能性，并使用加速归属法逐批确认。这些奖励的必要服务期是明确服务期和派生服务期中较长的一个。如果公司认为绩效条件很可能会在隐含或明确的服务期较长的时间内得到满足，则确认同时包含绩效和服务条件的奖励的补偿费用。对有退休资格条款(允许该受助人在离开TPG后继续归属)的受助人的奖励的补偿支出将立即支出或摊销至退休资格日期。该公司确认在此期间发生的基于股权的奖励没收是对先前确认的补偿费用的冲销。

绩效分配薪酬费用和应计绩效分配薪酬是TPG分配给其某些员工和公司某些其他顾问的绩效分配部分。应支付给我们的合作伙伴和专业人士的绩效分配与相关绩效分配的确认一起被视为薪酬费用，在支付之前，被确认为应计绩效分配薪酬。因此，在业绩分配逆转后，相关薪酬费用（如果有）也会逆转。

22
目录表
TPG Inc.
简明合并财务报表附注
(未经审计)

A类普通股每股净利润（损失）
每股A类普通股基本收益（亏损）通过除以TPG Inc.的净收益（亏损）计算。A类普通股加权平均股、本期发行的A类普通股未归属参与股以及A类普通股相关股票的发行推迟到未来期间而已赚取的A类普通股已归属递延限制性股票。A类普通股每股稀释收益（损失）反映了所有稀释性证券的影响。未归属的普通股参与股份在亏损期间不包括在内，因为它们没有合同义务分担亏损。
公司应用库存股法确定未归属的限制性股票单位所代表的稀释加权平均普通股。公司对TPG运营集团合作伙伴单位应用如果转换法，以确定TPG运营集团合作伙伴单位中包含的交换权的稀释影响（如果有）。
现金、现金等值物和限制现金
现金及现金等值物包括银行存款现金和初始期限为90天或以下的其他短期投资。受限制现金余额涉及为支付公司有担保借款利息而保留的现金余额。
公平值计量
ASC 820建立了公允价值层次结构，对用于衡量以公允价值报告的金融资产和负债的输入的可观察性水平进行优先顺序和排名。输入的可观察性受到多种因素的影响，包括工具类型、工具的特定特征、市场条件和其他因素。该层次结构将相同资产或负债的活跃市场中未经调整的报价（一级测量）给予最高优先级，将不可观察的输入（三级测量）给予最低优先级。
具有现成报价或公允价值可以根据活跃市场的报价衡量的金融工具通常具有较高程度的输入可观察性，而在确定公允价值时应用的判断程度较低。
ASC 820下公允价值层次结构的三个级别如下：
一级-使用计量日相同金融工具在活跃市场中的报价（未经调整）。第一级通常包括的工具类型是公开上市股票和债务。
II级-定价输入数据不包括第一级中包含的可直接或间接观察金融工具的报价。二级定价输入数据包括活跃市场中类似金融工具的报价、非活跃市场中相同或类似工具的报价、工具可观察的报价以外的输入数据，以及主要源自可观察市场数据或通过相关性或其他方式得到的输入数据。二级一般包括的工具类型为活跃市场上市的限制性证券、公司债券和贷款。
III级-定价输入是不可观察的，包括金融工具几乎没有市场活动（如果有的话）的情况。用于确定公允价值的输入数据需要重大判断和估计。第三级通常包括的工具类型包括私人持有债务、股权证券和或有对价。
在某些情况下，用于衡量公允价值的输入数据可能属于公允价值层次结构的不同级别。在这种情况下，工具整体分类的公允价值层次结构的级别是根据对工具重要的最低级别输入确定的。评估特定输入对工具整体估值的重要性需要判断并考虑工具的特定因素。层次结构中工具的分类基于工具的定价透明度，不一定对应于该工具的感知风险。
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TPG Inc.
简明合并财务报表附注
(未经审计)

在某些情况下，以公允价值计量和报告的工具可能会转入或转出公允价值层级的第一级、第二级或第三级。
在某些情况下，债务和股权证券的估值基于信誉良好的交易商或定价服务提供的市场参与者之间有序交易的价格。在确定特定工具的价值时，定价服务可能会使用有关此类工具交易、经销商报价、定价矩阵、可比工具的市场交易以及工具之间的各种关系的某些信息。当证券根据交易商报价进行估值时，公司在确定特定工具是否有资格被视为II级或III级工具时，会对这些报价进行各种标准的约束。考虑的一些因素包括报价的数量和质量、观察到的报价的标准差以及报价对独立定价服务的证实。
第三级证券可包括普通股和优先股证券、公司债务、其他私人发行的证券和或有对价。当这些证券没有可观察到的价格时，使用一种或多种估值方法(例如，市场法和/或收益法)，并获得足够和可靠的数据。在第三级中，使用市场法一般包括使用可比市场交易或其他数据，而使用收益法一般使用估计未来现金流量的净现值，并酌情根据流动性、信贷、市场和其他风险因素进行调整。由于这些估值的内在不确定性，公允价值反映在随附的 简明综合财务报表可能与工具存在现成市场时所使用的价值有重大差异，并可能与最终可能变现的价值有重大差异。票据的标的资产将在多长时间内清算尚不清楚。
应收和应收附属公司
公司认为基金和员工的现任和前任有限合伙人，包括其相关实体、由公司创始人控制但未由公司合并的实体、TPG基金的投资组合公司以及未合并的TPG基金为附属公司（“附属公司”）。应收附属公司账款和应付附属公司的款项按应收附属公司和应付附属公司的预期结算金额记录在 简明合并财务报表。
业务合并
The Company accounts 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 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Goodwill
Goodwill represents the excess of the purchase price over the fair value of acquired identifiable net tangible and intangible assets. Goodwill is not amortized. Goodwill is reviewed for impairment at least annually utilizing a qualitative or quantitative approach, and more frequently if circumstances indicate impairment may have occurred. The impairment testing for goodwill under the qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit is less than its respective carrying value. If it is determined that it is more likely than not that a reporting unit’s fair value is less than its carrying value, the Company performs a quantitative analysis. When the quantitative approach indicates an impairment, an impairment loss is recognized to the extent by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill. As of September 30, 2024, we believe it is more likely than not that the fair value of our reporting unit exceeds its carrying value.
Intangible Assets
The Company’s intangible assets primarily consist of the fair value of its interests in future promote of certain funds and the fair value of acquired investor relationships representing the fair value of management fees earned from existing investors in future funds. Finite-lived intangible assets are amortized over their estimated useful lives, which range from two 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 Condensed Consolidated Financial Statements.
Operating Leases
At contract inception, the Company determines if an arrangement contains a lease by evaluating whether (i) an identified asset has been deployed in a contract explicitly or implicitly and (ii) the Company obtains substantially all the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. Additionally, at contract inception the Company will evaluate whether the lease is an operating or finance lease. Right-of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. To the extent these payments are fixed or determinable, they are included as part of the lease payments used to measure the lease liability. The Company’s ROU assets are recognized as the initial measurement of the lease liabilities plus any initial direct costs and any prepaid lease payments less lease incentives received, if any. The lease terms may include options to extend or terminate the lease which are accounted for when it is reasonably certain that the Company will exercise that option. As the discount rate implicit to the lease is not readily determinable, incremental borrowing rates of the Company were used. The incremental borrowing rates are based on the information available including, but not limited to, collateral assumptions, the term of the lease, and the economic environment in which the lease is denominated at the commencement date.
The Company elected the package of practical expedients provided under the guidance. The practical expedient package applies to leases commenced prior to the adoption of the new standard and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs for any existing leases. The Company has elected to not separate the lease and non-lease components within the contract. Therefore, all fixed payments associated with the lease are included in the ROU asset and the lease liability. These costs often relate to the fixed payments for a proportionate share of real estate taxes, common area maintenance and other operating costs in addition to a base rent. Any variable payments related to the lease are recorded as lease expense when and as incurred. The Company has elected this practical expedient for all lease classes. The Company did not elect the hindsight practical expedient. The Company has elected the short-term lease expedient. A short-term lease is a lease that, as of the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For such leases, the Company will not apply the recognition requirements of ASC Topic 842, Leases (“ASC 842”) and instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. Additionally, the Company elected the practical expedient which allows an entity to not reassess whether any existing land easements are or contain leases.

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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The Company’s leases primarily consist of operating leases for real estate, which have remaining terms of one to 10 years. Some of those leases include options to extend for additional terms ranging from one to 10 years. The Company’s other leases, including those for office equipment, vehicles and aircraft, are not significant. Additionally, the Company’s leases do not contain restrictions or covenants that restrict the Company from incurring other financial obligations. The Company also does not provide any residual value guarantees for the leases or have any significant leases that have yet to be commenced. From time to time, the Company enters into certain sublease agreements that have terms similar to the remaining terms of the master lease agreements between TPG and the landlord. Sublease income is recorded as an offset to general, administrative and other in the accompanying Condensed Consolidated Financial Statements.
Operating lease expense is recognized on a straight-line basis over the lease term and is recorded within general, administrative and other in the accompanying Condensed Consolidated Financial Statements (see Note 11 to the Condensed Consolidated Financial Statements).
Redeemable Equity from Consolidated Public SPACs
Redeemable equity from consolidated Public SPACs represents the shares issued by the Company’s consolidated Public SPACs that are redeemable for cash by the public shareholders in the event of an election to redeem by individual public shareholders at the time of the business combination. The Company accounts for redeemable equity in accordance with ASC Topic 480-10-S99, Distinguishing Liabilities from Equity (“ASC 480”), which states redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The redeemable non-controlling interests are initially recorded at their original issuance price and are subsequently allocated their proportionate share of the underlying gains or losses of the Public SPACs. The Company adjusts the redeemable equity to full redemption value on a quarterly basis.
If a Public SPAC is unable to complete a business combination within the time period required by its governing documents, this equity becomes redeemable and is reclassified out of redeemable equity and into Public SPAC current redeemable equity in accordance with ASC 480 as the Public SPAC prepares for dissolution.
Fixed Assets
Fixed assets consist primarily of leasehold improvements, furniture, fixtures and equipment, computer hardware and software and other fixed assets which are recorded at cost, less accumulated depreciation. Leasehold improvements are amortized using the straight-line method, over the shorter of the respective estimated useful life or the lease term. Depreciation of furniture, fixtures, equipment and computer hardware and software is recorded over the estimated useful life of the asset, generally three to seven years, using the straight-line method. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. When evidence of loss in value has occurred, management compares the estimated undiscounted cash flows associated with the long-lived asset to its carrying value to determine whether an impairment has occurred. If the undiscounted cash flows are less than the carrying value, an impairment is recorded as the difference between the fair value of the long-lived asset and its carrying value. Fair value is based on estimated discounted cash flows associated with the long-lived asset.
Foreign Currency
The functional currency of the Company’s international subsidiaries is the U.S. Dollar. Non-U.S. dollar denominated assets and liabilities of foreign operations are remeasured at rates of exchange as of the end of the reporting period. Non-U.S. dollar revenues and expenses of foreign operations are remeasured at average rates of exchange during the period. Gains and losses resulting from remeasurement are included in general, administrative and other in the accompanying Condensed Consolidated Statements of Operations. Foreign currency gains and losses resulting from transactions in currencies other than the functional currency are also included in general, administrative and other in the Condensed Consolidated Statements of Operations during the period the transaction occurred.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Repurchase Agreements
The Company, through its subsidiary, has financed the purchase of certain investments in the debt tranches of certain CLO Funds through a repurchase agreement. The Company records these investments as an asset and the related borrowings under the repurchase agreements are recorded as a liability on the Condensed Consolidated Statements of Financial Condition. The amount borrowed is the amount equal to the debt investment outstanding in the CLO. Interest income earned and interest expense incurred on the repurchase obligation are reported on the Condensed Consolidated Statements of Operations. Accrued interest receivable on investments is included in other assets and accrued interest payable on repurchase agreements is included in accounts payable and accrued expenses on the Condensed Consolidated Statements of Financial Condition.
Securities sold under agreements to repurchase are accounted for as collateralized financing transactions. The Company provides securities to counterparties to collateralize amounts borrowed under repurchase agreements on terms that permit the counterparties to repledge or resell the securities to others. Securities transferred to counterparties under repurchase agreements are included within investments in the Condensed Consolidated Statements of Financial Condition. Cash received under a repurchase agreement is recognized as a liability within other liabilities in the Condensed Consolidated Statements of Financial Condition. Interest expense is recognized on an effective yield basis and is included within interest expense in the Condensed Consolidated Statements of Operations.
Income Taxes
The Company is treated as a corporation for U.S. federal and state income tax purposes. The Company is subject to U.S. federal and state income taxes, in addition to local and foreign income taxes, with respect to our allocable share of taxable income generated by the TPG Operating Group partnerships. Prior to the Reorganization and the IPO, the Company was treated as a partnership for U.S. federal income tax purposes and therefore was not subject to U.S. federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the U.S. (federal, state and local) and foreign jurisdictions as a result of their entity classification for tax reporting purposes. The provision for income taxes in the historical Condensed Consolidated Financial Statements consists of U.S. (federal, state and local) and foreign income taxes with respect to certain consolidated subsidiaries.
Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period in which the enactment date occurs.
Under ASC Topic 740, Income Taxes, a valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized. The realization of deferred tax assets is dependent on the amount of our future taxable income. When evaluating the realizability of deferred tax assets, all evidence (both positive and negative) is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies.
Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions including evaluating uncertainties. The Company reviews its tax positions quarterly and adjusts its tax balances as new information becomes available. The Company recognizes interest and penalties relating to unrecognized tax benefits as income tax expense (benefit) within the Condensed Consolidated Financial Statements.
Recent Accounting Pronouncements
On March 29, 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-02. Codification Improvements — Amendments to Remove References to the Concepts Statements, which amends the Codification to remove references to various FASB Concepts Statements and affect a variety of topics. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but are generally not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective January 1, 2025. The Company is currently evaluating the impact of adoption of ASU 2024-02 on its Condensed Consolidated Financial Statements and disclosures.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

On March 21, 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of ASC Topic 718, Compensation—Stock Compensation. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The Company is currently evaluating the impact of adoption of ASU 2024-01, but does not expect the adoption to have a material impact on its Condensed Consolidated Financial Statements and disclosures.
On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is primarily applicable to public companies and requires a significant expansion of the granularity of the income tax rate reconciliation as well as an expansion of other income tax disclosures. ASU 2023-09 requires a company to disclose specific income tax categories within the rate reconciliation table and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. There are also additional disclosures related to income taxes paid disaggregated by jurisdictions. The ASU is effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adoption of ASU 2023-09 on its Condensed Consolidated Financial Statements and disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss and an amount and description of the composition of other segment items. The ASU also requires public entities to provide all annual disclosures about a reportable segments profit or loss and assets in interim periods. Further, if the CODM uses more than one measure of a segment’s profitability, the entity would be permitted to disclose those additional measures. All disclosure requirements under ASU 2023-07 are applicable to public entities with a single reportable segment. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, with early adoption permitted. The Company is currently evaluating the impact of adoption of ASU 2023-07 on its Condensed Consolidated Financial statements and disclosures.
On October 9, 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the ASC. The ASU was issued in response to the SEC’s August 2018 final rule that updated and simplified disclosure requirements that the SEC believed were “redundant, duplicative, overlapping, outdated, or superseded.” The new guidance is intended to align U.S. GAAP requirements with those of the SEC and to facilitate the application of U.S. GAAP for all entities. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its Condensed Consolidated Financial Statements.
3. Acquisitions
Angelo Gordon Acquisition
On November 1, 2023 (the “Acquisition Date”), the Company and certain of its affiliated entities (the “TPG Parties”) completed the acquisition (the “Acquisition”) of all of the voting interests and significant economics in Angelo, Gordon & Co., L.P., AG Funds L.P. and AG Partners, L.P. (collectively, “Angelo Gordon”) and certain of their affiliated entities (together with Angelo Gordon, the “Angelo Gordon Parties”), an alternative investment firm focused on credit and real estate investing, pursuant to the terms and conditions set forth in the Transaction Agreement (as amended, the “Transaction Agreement”), dated as of May 14, 2023, by and among the TPG Parties and Angelo Gordon Parties. As a result of the Acquisition, the Company expanded its platform diversity, with Angelo Gordon’s alternative investment focus on credit and real estate investing.
The Acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”), with assets acquired and liabilities assumed recorded at fair value.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Pursuant to the Transaction Agreement, the Company acquired Angelo Gordon for both cash and non-cash consideration under U.S. GAAP equal to $1,143.4 million (“Purchase Price”) as described below. The Purchase Price included a combination of:
•$740.7 million in cash paid at closing;
•$16.3 million paid during the nine months ended September 30, 2024 to the sellers of Angelo Gordon as a result of post close net working capital adjustments;
•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 $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”).
As of September 30, 2024, the purchase accounting for the Acquisition was complete. The following table summarizes the fair value of amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Acquisition Date (in thousands):
November 1, 2023
Purchase Price
Cash(a)
$740,703 
Amounts payable to seller(b)
16,334 
Common Units(c)
233,894 
Fair value of Aggregate Annual Cash Holdback Amount(d)
125,158 
Fair value of Earnout Payment(e)
27,315 
Total Purchase Price$1,143,404 
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents$383,868 
Due from affiliates184,252 
Investments1,046,375 
Intangible assets547,500 
Other assets172,282 
Total assets2,334,277 
Accounts payable and accrued expenses307,308 
Due to affiliates150,228 
Accrued performance allocation compensation744,903 
Other liabilities190,147 
Total liabilities1,392,586 
 Assets acquired/liabilities assumed941,691 
Total Purchase Price1,143,404 
Non-controlling interest of Angelo Gordon4,172 
Goodwill$205,885 

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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

_________________
(a)Represents the closing cash consideration of $740.7 million, which was 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, which was fully released during the nine months ended September 30, 2024.
(b)Represents the difference between the estimated cash consideration paid at closing and the final cash consideration determined no later than April 30, 2024 in accordance with the amended terms of the Transaction Agreement, which was fully paid as of June 30, 2024.
(c)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 was 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 Service Awards available to be granted in connection with the Acquisition are considered compensatory under U.S. GAAP and are not part of the Purchase Price. Refer to Note 14 to the Condensed Consolidated Financial Statements for details.
(d)Represents the estimated fair value of the Aggregate Annual Cash Holdback Amount of $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.
(e)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. See Note 14 to the Condensed Consolidated Financial Statements for details.
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. The Company recorded $205.9 million of goodwill as of the Acquisition Date. Goodwill is primarily attributable to the scale, skill sets, operations and expected synergies that can be achieved subsequent to the Acquisition. The goodwill recorded is not expected to be deductible for tax purposes.
The fair value and weighted average estimated useful lives of the acquired identifiable intangible assets as of the Acquisition Date consist of the following (in thousands):
Fair ValueValuation MethodologyEstimated Average Useful Life (in years)
Investment management agreements$287,000 
Multi-period excess earnings method ("MPEEM")
5-12.5
Acquired carried interest199,000 Discounted cash flow analysis6.5
Technology46,000 Replacement cost analysis and relief from royalty analysis4
Trade name 15,500 Relief from royalty method5.5
Fair value of intangible assets acquired $547,500 
The following unaudited pro forma information presents a summary of the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023, as if the acquisition was completed as of January 1, 2022 (in thousands):
Three Months Ended
September 30, 2023		Nine Months Ended
September 30, 2023
Revenues$387,525 $2,030,286 
Net income attributable to TPG Inc./controlling interest6,229 40,708 
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

These pro forma amounts have been calculated after applying the following material adjustments that were directly attributable to the Acquisition:
•adjustments to exclude amounts related to Angelo Gordon’s CLOs that were deconsolidated as of September 30, 2023 in accordance with the terms of the Transaction Agreement;
•adjustments to include the impact of the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied on January 1, 2022;
•adjustments to interest expense for additional funding obtained by TPG in connection with the Acquisition;
•adjustments to include additional equity-based compensation expense related to Common Units and Service Awards issued to Angelo Gordon partners and professionals, as if the grants occurred on January 1, 2022;
•adjustments for changes in the performance allocation compensation to Angelo Gordon partners in connection with the Acquisition;
•adjustments to allocation of net income to reflect the pro-rata economic ownership attributable to TPG post Acquisition;
•adjustments to reflect the tax effects of the Angelo Gordon Acquisition and the related adjustments as if Angelo Gordon had been included in the Company’s results as of January 1, 2022; and
•adjustments to include transaction costs in earnings as if the Acquisition occurred on January 1, 2022.
4. Investments
Investments consist of the following (in thousands):

September 30, 2024December 31, 2023
Equity method - performance allocations$5,975,420 $5,664,550 
Equity method - capital interests (includes assets pledged of $617,707 and $570,806 as of September 30, 2024 and December 31, 2023, respectively)
1,091,557 923,440 
Loan held for sale99,981 — 
Investments held to maturity, at amortized cost (includes assets pledged of $78,851 and $77,723 as of September 30, 2024 and December 31, 2023, respectively)
84,681 83,512 
Investments held for sale and other(a)
81,224 — 
Equity method - fair value option10,367 36,171 
Equity method - other11,781 11,761 
Equity investments227 4,678 
Total investments$7,355,238 $6,724,112 
_______________
(a)As of September 30, 2024, investments held for sale and other includes $42.1 million of investments held for sale for which the fair value option has been elected.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

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

Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net gains of investments held for sale and other$32 $— $440 $— 
Net (losses) gains of equity method investments, fair value option(7,244)(2,182)(25,804)18,111 
Net losses of equity method investments - other(228)(181)(1,172)(990)
Net losses from equity investments(1,043)(1,840)(3,797)(5,662)
Total net (losses) gains from investment activities$(8,483)$(4,203)$(30,333)$11,459 
Loan Held for Sale
As of September 30, 2024, the Company entered into a short-term funding arrangement as part of the Company’s capital markets activities for $100.0 million, which is recorded at amortized cost basis in investments on the Condensed Consolidated Statements of Financial Condition. In October 2024, the loan was subsequently sold at carrying value.
Investments Held to Maturity, at Amortized Cost
In connection with the Acquisition described in Note 3, the Company acquired investments held to maturity, and the carrying value of these investments are included in investments on the Condensed Consolidated Statements of Financial Condition. The Company estimates an allowance for credit losses (“ACL”) on the investments classified as held to maturity securities. The fair value of investments held to maturity, excluding any reserves for credit losses, was $87.2 million and $83.8 million at September 30, 2024 and December 31, 2023, respectively.
Equity Method Investments, Fair Value Option
As of September 30, 2024, the Company held a 5.9% beneficial ownership interest in Nerdy Inc. (“NRDY”) consisting of 10.5 million shares of Class A common stock, with an aggregate fair value of $10.4 million. As of December 31, 2023, the Company held a 6.1% beneficial ownership interest in NRDY consisting of 10.5 million shares of Class A common stock, with an aggregate fair value of $36.2 million.
Equity Method Investments
The Company evaluates its equity method investments in which it has not elected the fair value option for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. During the three and nine months ended September 30, 2024 and 2023, the Company did not recognize any impairment losses on an equity method investment without a readily determinable fair value.

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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

5. Fair Value Measurement
The following tables summarize the valuation of the Company’s financial assets and liabilities that fall within the fair value hierarchy (in thousands):

September 30, 2024
Level ILevel IILevel IIITotal
Assets
Investments held for sale and other(a)
$— $— $81,224 $81,224 
Equity method investments, fair value option10,367 — — 10,367 
Equity investments227 — — 227 
Total assets$10,594 $— $81,224 $91,818 
Liabilities
Aggregate Annual Cash Holdback Amount(b)
$— $— $134,856 $134,856 
Earnout Payment(b)
— — 28,961 28,961 
Total liabilities$— $— $163,817 $163,817 
_______________
(a)Investments held for sale and other are held primarily for the purpose of selling in the near term as described in Note 2 to the Condensed Consolidated Financial Statements.
(b)Contingent consideration related to the acquisition of Angelo Gordon described in Note 3 to the Condensed Consolidated Financial Statements.

December 31, 2023
Level ILevel IILevel IIITotal
Assets
Equity method investments, fair value option$36,171 $— $— $36,171 
Equity investments4,678 — — 4,678 
Total assets$40,849 $— $— $40,849 
Liabilities
Aggregate Annual Cash Holdback Amount(a)
$— $— $126,779 $126,779 
Earnout Payment(a)
— — 29,520 29,520 
Total liabilities$— $— $156,299 $156,299 

_______________
(a)Contingent consideration related to the acquisition of Angelo Gordon described in Note 3 to the Condensed Consolidated Financial Statements.
The valuation methodology used in the determination of the changes in fair value of financial assets for which Level III inputs were used at September 30, 2024 included a combination of the discounted cash flow approach and market comparable approach. The valuation methodology used in the determination of the changes in fair value of financial liabilities for which Level III inputs were used at September 30, 2024 and December 31, 2023 included a combination of the present value approach and multiple probability simulation approach.

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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level III inputs to determine fair value (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Investments held for sale and other
Balance, beginning of period$40,169 $— $— $— 
Purchases41,023 — 80,784 — 
Unrealized gains, net32 — 440 — 
Balance, end of period$81,224 $— $81,224 $— 
Financial liabilities
Balance, beginning of period$159,307 $— $156,299 $— 
Unrealized losses, net4,510 — 7,518 — 
Balance, end of period$163,817 $— $163,817 $— 

Total realized and unrealized gains and losses recorded for Level III investments held for sale and other are reported in net gains (losses) from investment activities in the Condensed Consolidated Statements of Operations. Total realized and unrealized gains and losses recorded for Level III financial liabilities are reported in interest, dividends and other in the Condensed Consolidated Statements of Operations.
The following tables provide qualitative information about instruments categorized in Level III of the fair value hierarchy as of September 30, 2024 and December 31, 2023. In addition to the techniques and inputs noted in the table below, in accordance with the valuation policy, other valuation techniques and methodologies are used when determining fair value measurements. The below table is not intended to be all-inclusive, but rather provides information on the significant Level III inputs as they relate to the Company’s fair value measurements (fair value measurements in thousands):

Fair Value as of September 30, 2024Valuation
Technique(s)
Unobservable
Input(s)(a)
Range (Weighted
Average)(b)
Assets
Investments held for sale and other$81,224 Discounted cash flowYield
18.8% - 20.0% (19.4%)
Market comparableAdjusted EBITDA multiple
9.25x
$81,224 
Liabilities
Aggregate Annual Cash Holdback Amount$134,856 Present valueDiscount rate8.0%
Earnout Payment28,961 Multiple probability simulationEstimated revenue volatility20.0%
$163,817 
_______________
(a)In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company-specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the instruments.
(b)Inputs weighted based on fair value of instruments in range.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Fair Value as of December 31, 2023Valuation
Technique(s)
Unobservable
Input(s)(a)
Range (Weighted Average)(b)
Liabilities
Aggregate Annual Cash Holdback Amount$126,779 Present valueDiscount rate8.0%
Earnout Payment29,520 Multiple probability simulationEstimated revenue volatility22.8%
$156,299 
______________
(a)In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company-specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the instruments.
(b)Inputs weighted based on fair value of instruments in range.
6. Intangible Assets and Goodwill
As discussed in Note 3 to the Condensed Consolidated Financial Statements, the Company completed the acquisition of Angelo Gordon on November 1, 2023, which resulted in the recognition of certain identifiable intangible assets and goodwill, which are presented as intangible assets and goodwill, respectively, on the Condensed Consolidated Statements of Financial Condition.
Intangible Assets
The following table summarizes the carrying values of intangible assets as of September 30, 2024 and December 31, 2023 (in thousands):
September 30, 2024December 31, 2023
Gross Carrying ValueAccumulated AmortizationNet Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
Contractual performance fee allocations(a)
$331,600 $(93,083)$238,517 $331,600 $(54,707)$276,893 
Management contracts(a)
302,000 (44,052)257,948 307,000 (20,553)286,447 
Technology(a)
46,000 (10,542)35,458 46,000 (1,917)44,083 
Investor relationships25,000 (6,771)18,229 25,000 (5,208)19,792 
Trade name(a)
15,500 (2,583)12,917 15,500 (500)15,000 
Other intangible assets(b)
8,494 (4,719)3,775 8,494 (1,201)7,293 
Total intangible assets$728,594 $(161,750)$566,844 $733,594 $(84,086)$649,508 
_______________
(a)Includes intangible assets with a net carrying value of $477.2 million and $540.4 million as of September 30, 2024 and December 31, 2023, respectively, related to the acquisition of Angelo Gordon described in Note 3 to the Condensed Consolidated Financial Statements.
(b)Includes indefinite-lived intangible assets of $1.0 million as of September 30, 2024 and December 31, 2023.
No impairment losses on intangible assets were recorded during the three and nine months ended September 30, 2024 and 2023.
Intangible asset amortization expense was $27.6 million and $82.7 million for the three and nine months ended September 30, 2024, respectively, and $6.5 million and $20.6 million for the three and nine months ended September 30, 2023, respectively.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The following table presents estimated remaining amortization expense for finite-lived intangible assets that existed as of September 30, 2024 (in thousands):

Remainder of 2024$27,556 
2025105,239 
202699,949 
202796,149 
202876,244 
Thereafter160,713 
Total$565,850 
Goodwill

As of September 30, 2024 and December 31, 2023, the carrying value of the Company’s goodwill was $436.1 million. No impairment losses on goodwill were recorded during the three and nine months ended September 30, 2024 and 2023.
7. Variable Interest Entities
TPG consolidates VIEs in which it is considered the primary beneficiary as described in Note 2 to the Condensed Consolidated Financial Statements. TPG’s investment strategies differ by TPG fund; however, the fundamental risks have similar characteristics, including loss of invested capital and loss of management fees and performance allocations. The Company does not provide performance guarantees and has no other financial obligation to provide funding to consolidated VIEs other than its own capital commitments.
The assets of consolidated VIEs may only be used to settle obligations of these consolidated VIEs. In addition, there is no recourse to the Company for the consolidated VIEs’ liabilities.
The Company holds variable interests in certain VIEs which are not consolidated as it is determined that the Company is not the primary beneficiary. The Company’s involvement with such entities is in the form of direct equity interests and fee arrangements. The fundamental risks have similar characteristics, including loss of invested capital and loss of management fees and performance allocations. Accordingly, disaggregation of TPG’s involvement by type of VIE would not provide more useful information. TPG may have an obligation as general partner to provide commitments to unconsolidated VIEs. For the three and nine months ended September 30, 2024 and 2023, TPG did not provide any amounts to unconsolidated VIEs other than its obligated commitments.
The maximum exposure to loss represents the loss of assets recognized by TPG relating to non-consolidated entities and any amounts due to non-consolidated entities.
The assets and liabilities recognized in the Company’s Condensed Consolidated Statements of Financial Condition related to its interest in these non-consolidated VIEs and its maximum exposure to loss relating to non-consolidated VIEs were as follows (in thousands):
September 30, 2024December 31, 2023
Investments (includes assets pledged of $617,707 and $570,806 as of September 30, 2024 and December 31, 2023, respectively)
$1,067,164 $903,119 
Due from affiliates174,697 293,233 
Potential clawback obligation1,940,913 1,910,247 
Due to affiliates74,585 56,262 
Maximum exposure to loss$3,257,359 $3,162,861 
Additionally, cumulative performance allocations of $6.0 billion and $5.7 billion as of September 30, 2024 and December 31, 2023, respectively, are subject to reversal in the event of future losses.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

RemainCo
The TPG Operating Group and RemainCo entered into certain agreements to effectuate the go-forward relationship between the entities. The arrangements discussed below represent the TPG Operating Group’s variable interests in RemainCo, which do not provide the TPG Operating Group with the power to direct the activities that most significantly impact RemainCo’s performance and operations. As a result, RemainCo represents a non-consolidated VIE.
RemainCo Administrative Services Agreement
The TPG Operating Group has entered into an administrative services agreement with RemainCo whereby the TPG Operating Group provides RemainCo with certain administrative services, including maintaining RemainCo’s books and records, tax and financial reporting and similar support which began on January 1, 2022. In exchange for these services, RemainCo pays the TPG Operating Group an annual administration fee in the amount of 1% per annum of the net asset value of RemainCo’s assets, with such amount payable quarterly in advance and recorded in expense reimbursements and other within revenues in the Condensed Consolidated Statements of Operations.
Securitization Vehicles
Certain subsidiaries of the Company issued $250.0 million in privately placed securitization notes. The Company used one or more special purpose entities that are considered VIEs to issue notes to third-party investors in the securitization transactions.
As of September 30, 2024 and December 31, 2023, the carrying amount of secured notes issued by the VIEs was $245.8 million and $245.6 million, respectively, and is shown in the Company’s Condensed Consolidated Statements of Financial Condition as debt obligations, net of unamortized issuance costs of $4.2 million and $4.4 million, respectively.
The following table depicts the total assets and liabilities related to VIE securitization transactions included in the Company’s Condensed Consolidated Statements of Financial Condition (in thousands):
September 30, 2024December 31, 2023
Cash and cash equivalents$28,672 $6,057 
Restricted cash13,329 13,183 
Participation rights receivable(a)
617,707 570,806 
Due from affiliates639 434 
Total assets$660,347 $590,480 
Accrued interest$3,450 $191 
Due to affiliates and other90,652 5,484 
Secured borrowings, net245,798 245,567 
Total liabilities$339,900 $251,242 
_______________
(a)Participation rights receivable related to VIE securitization transactions are included in investments in the Company’s Condensed Consolidated Statements of Financial Condition.
8. Debt Obligations
On March 5, 2024, the Notes Issuer issued $600.0 million aggregate principal amount of Senior Notes due 2034 (“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 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

On March 4, 2024, the Notes Issuer issued $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 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 Company used the net proceeds from these offerings to repay all the outstanding borrowings under its Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan and for general corporate purposes. Transaction costs related to the note issuances have been capitalized and are amortized over the life of each respective note.
The following table summarizes the Company’s and its subsidiaries’ debt obligations (in thousands):

As of September 30, 2024As of December 31, 2023
Debt Origination DateMaturity DateBorrowing CapacityCarrying ValueInterest RateCarrying ValueInterest Rate
Senior Unsecured Revolving Credit Facility(a)
March 2011September 2028$1,200,000 $— 5.95 %$501,000 6.45 %
Senior Notes(b)
March 2024March 2034600,000 593,890 5.88 %— — 
Subordinated Notes(c)
March 2024March 2064400,000 389,994 6.95 %— — 
Senior Unsecured Term Loan(d)
December 2021N/A— — N/A198,485 6.45 %
Secured Borrowings - Tranche A(e)
May 2018June 2038200,000 196,621 5.33 %196,434 5.33 %
Secured Borrowings - Tranche B(e)
October 2019June 203850,000 49,177 4.75 %49,133 4.75 %
364-Day Revolving Credit Facility(f)
April 2023April 2025150,000 100,000 6.85 %— 7.35 %
Subordinated Credit Facility(g)
August 2014August 202630,000 — 7.20 %— 7.70 %
Total debt obligations$2,630,000 $1,329,682 $945,052 
_______________
(a)The Senior Unsecured Revolving Credit Facility, as amended, has aggregate revolving commitments of $1.2 billion and is scheduled to mature on September 26, 2028. Dollar-denominated principal amounts outstanding under the Amended Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25% per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin not to exceed 1.25%. The Senior Unsecured Revolving Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly. At September 30, 2024, the Company is in compliance with these covenants and conditions.
(b)On March 5, 2024, the Notes Issuer issued $600.0 million aggregate principal amount of Senior Notes due 2034 as described above.
(c)On March 4, 2024, the Notes Issuer issued $400.0 million aggregate principal amount of Fixed-Rate Junior Subordinated Notes due 2064 as described above.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

(d)The Senior Unsecured Term Loan was repaid in its entirety on March 6, 2024 with net proceeds from the issuance of Senior Notes and Subordinated Notes. Prior to prepayment, principal amounts outstanding under the 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%.
(e)The Company’s secured borrowings are issued using on-balance sheet securitization vehicles, as further discussed in Note 7 to the Condensed Consolidated Financial Statements. The secured borrowings are repayable only from collections on the underlying securitized equity method investments and restricted cash. The secured borrowings are separated into two tranches. Tranche A secured borrowings 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 paid semiannually. Tranche B secured borrowings 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 paid semiannually. The secured borrowings contain an optional redemption feature giving the Company the right to call the notes in full or in part. If the secured borrowings are not redeemed on or prior to June 20, 2028, the Company is required to 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 operating covenants, limitations on certain consolidations, mergers and sales of assets. At September 30, 2024, the Company is in compliance with these covenants and conditions.
(f)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 US 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 US 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.
(g)A consolidated subsidiary of the Company entered into two $15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of the TPG Operating Group. In August 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 SOFR rate plus a 0.10% per annum adjustment and 2.25%.
The following table provides information regarding the fair values of the Company’s debt which are carried at amortized cost (in thousands):

Fair Value as of
September 30, 2024December 31, 2023
Senior Notes(a)
$640,740 $— 
Subordinated Notes(b)
420,800 — 
Secured Borrowings - Tranche A(c)
200,000 193,461 
Secured Borrowings - Tranche B(c)
49,553 47,240 
_______________
(a)Fair value is based on indicative quotes and the notes are classified as Level II within the fair value hierarchy.
(b)Fair value is based on quoted prices in active markets since the debt is publicly listed and the notes are classified as Level I within the fair value hierarchy.
(c)Fair value is based on current market rates and credit spreads of the Company’s Senior Notes and debt with similar maturities. The notes are classified as Level II within the fair value hierarchy.
In the case of the Company’s Senior Unsecured Revolving Credit Facility, Subordinated Credit Facility, Senior Unsecured Term Loan and 364-Day Credit Facility, the fair values approximate the carrying amounts represented in the Condensed Consolidated Financial Statements due to their variable rate nature.
During the three and nine months ended September 30, 2024, the Company incurred interest expense of $19.6 million and $56.1 million, respectively, on its debt obligations. During the three and nine months ended September 30, 2023, the Company incurred interest expense of $6.4 million and $19.7 million, respectively, on its debt obligations.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

9. Income Taxes
As a result of the Reorganization, the Company is treated as a corporation for U.S. federal and state income tax purposes. The Company is subject to U.S. federal and state income taxes, in addition to local and foreign income taxes, with respect to its allocable share of taxable income generated by the TPG Operating Group. 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 in foreign jurisdictions.
As of September 30, 2024 and December 31, 2023, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the amount of $344.5 million and $109.3 million, respectively, which primarily relates to excess income tax basis versus book basis differences in connection with the Company’s investment in the TPG Operating Group. The excess of income tax basis in the TPG Operating Group is primarily due to the Reorganization and subsequent exchanges of Common Units for Class A common stock, including the exchanges of Common Units for Class A common stock on February 27, 2024, May 21, 2024, and August 19, 2024. As a result of the Reorganization and subsequent exchanges, the Company recorded deferred tax assets generated by the step-up in the tax basis of assets, that will be recovered as those underlying assets are sold or the tax basis is amortized.
The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. In projecting its taxable income, the Company begins with historic results and incorporates assumptions of the amount of future pretax operating income. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that the Company uses to manage its business. The Company’s projections of future taxable income that include the effects of originating and reversing temporary differences, including those for the tax basis intangibles, indicate that it is more likely than not that the benefits from our deferred tax assets will be realized.
As of September 30, 2024 and December 31, 2023, the Company has recognized a valuation allowance of $95.0 million and $92.6 million, respectively, which primarily relates to the Company’s investment in the TPG Operating Group. In evaluating the realizability of the deferred tax asset related to the Company’s investment in the TPG Operating Group, the Company determined that a portion of excess income tax basis in the TPG Operating Group will only reverse upon a sale of the Company’s interest in the TPG Operating Group which is not expected to occur in the foreseeable future.
As of September 30, 2024 and December 31, 2023, the Company’s liability pursuant to the Tax Receivable Agreement related to the Reorganization and subsequent exchanges of TPG Operating Group partnership units for common stock was $253.2 million and $24.6 million, respectively. During the nine months ended September 30, 2024, certain holders of Common Units exchanged 20,745,699 Common Units for an equal number of shares of Class A Common Stock as described in Note 15 to the Condensed Consolidated Financial Statements. In connection with these exchanges, the Company recorded an additional liability pursuant to the Tax Receivable Agreement of $230.8 million, which is included in due to affiliates within the Condensed Consolidated Statements of Financial Condition.
The Company’s effective tax rate was (184.0)% and (9.5)% for the three months ended September 30, 2024 and 2023, respectively and (85.9)% and 231.4% for the nine months ended September 30, 2024 and 2023, respectively. The Company’s effective tax rate is dependent on many factors, including the estimated amount of income subject to tax. Consequently, the effective tax rate can vary from period to period. The Company’s overall effective tax rate in each of the periods described above deviates from the statutory rate primarily because (i) a portion of income and losses are allocated to non-controlling interests, and the tax liability on such income or loss is borne by the holders of such non-controlling interests and (ii) certain compensation expense that is not tax deductible.
Applicable accounting standards provide that the Company may estimate an annual effective tax rate and apply that rate to year-to-date income for each interim period. However, because the Company’s forecast of income before taxes is highly variable due to changes in market conditions, the actual effective income tax rate for the year-to-date period represents a better estimate of the consolidated annual effective income tax rate. Accordingly, for the three and nine months ended September 30, 2024 and 2023, the actual consolidated effective income tax rate was used to determine the Company’s income tax provision.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

During the three and nine months ended September 30, 2024 and 2023, there were no material changes to the uncertain tax positions, and the Company does not expect there to be any material changes to uncertain tax positions within the next twelve months. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state, local and foreign tax authorities. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s Condensed Consolidated Financial Statements.
In December 2021, the Organization for Economic Cooperation and Development (“OECD”) released the Pillar Two Model rules (also referred to as the global minimum tax or Global Anti-Base Erosion “GloBE” rules), which were designed to ensure multinational enterprises pay a certain level of tax within every jurisdiction in which they operate. Several jurisdictions in which we operate have enacted these rules, with a January 1, 2024 effective date. The Company is monitoring developments and evaluating the potential impact. As of September 30, 2024, the Company has not accrued a top up tax related to Pillar Two. However, the Company continues to evaluate potential implications of these rules on future results.
10. Related Party Transactions
Due From and Due To Affiliates
Due from affiliates and due to affiliates consist of the following (in thousands):
September 30, 2024December 31, 2023
Portfolio companies$73,855 $60,227 
Partners and employees2,809 2,293 
Other related entities66,298 63,224 
Unconsolidated VIEs174,697 293,233 
Due from affiliates$317,659 $418,977 
Portfolio companies$10,910 $8,461 
Partners and employees282,731 51,647 
Other related entities39,954 26,805 
Unconsolidated VIEs74,585 56,262 
Due to affiliates$408,180 $143,175 
Affiliate receivables and payables historically have been settled in the normal course of business without formal payment terms, generally do not require any form of collateral and do not bear interest.
Tax Receivable Agreement
Pursuant to the Exchange Agreement, certain employees and partners of TPG Partner Holdings are authorized to exchange Common Units for an equal number of shares of Class A Common Stock. During the nine months ended September 30, 2024, these partners and employees exchanged 20,745,699 Common Units, as described in Note 15 to the Condensed Consolidated Financial Statements. These exchanges resulted in an increase in the Company’s tax basis of its investment in the TPG Operating Group and is subject to the Tax Receivable Agreement. At September 30, 2024, the Company recorded a Tax Receivable Agreement liability in the amount of $230.8 million in connection with the exchanges which is included in the partners and employees balance in due to affiliates in the Condensed Consolidated Statements of Financial Condition.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Fund Investments
Certain of the Company’s investment professionals and other individuals have made investments of their own capital in the TPG funds. These investments are generally not subject to management fees or performance allocations at the discretion of the general partner. Investments made by these individuals during the nine months ended September 30, 2024 and 2023 totaled $115.1 million and $110.5 million, respectively.
Fee Income from Affiliates
Substantially all revenues are generated from TPG funds, limited partners of TPG funds, or portfolio companies. The Company disclosed revenues in Note 2 to the Condensed Consolidated Financial Statements.
Loans to Affiliates
From time to time, the Company may enter into transactions in which it arranges short-term funding for affiliates, such as portfolio companies, as part of the Company’s capital markets activities. Under this arrangement, the Company may draw all or substantially all of its availability for borrowings under the 364-Day Credit Facility. Borrowings made under this facility are generally expected to be repaid promptly as these short-term fundings are intended to be syndicated to third parties.
RemainCo Administrative Services Agreement
In exchange for services provided by TPG Operating Group, RemainCo pays TPG Operating Group an annual administration fee in the amount of 1% per annum of the net asset value of RemainCo’s assets, with such amount payable quarterly in advance. The fees earned by the Company for the three and nine months ended September 30, 2024 were $4.2 million and $12.8 million, respectively, and recorded in fees and other in the Condensed Consolidated Statements of Operations. The fees earned by the Company for the three and nine months ended September 30, 2023 were $4.4 million and $13.6 million, respectively.
Other Related Party Transactions
The Company has entered into contracts to provide services or facilities for a fee from a former affiliate. As of April 2024, the contracts to provide services to such party have ended, and as such, no fees were recognized for the three months ended September 30, 2024. A portion of these fees are recognized as fees and other in the Condensed Consolidated Statements of Operations in the amount of $10.9 million for the nine months ended September 30, 2024, and $7.1 million and $21.2 million for the three and nine months ended September 30, 2023, respectively. During the nine months ended September 30, 2024 and 2023, these related parties made payments associated with these arrangements of $17.1 million, and $27.3 million, respectively.
Investments in SPACs
The Company has invested in and sponsored SPACs which were formed for the purposes of effecting a merger, asset acquisition, stock purchase, reorganization or other business combination. In the IPO of each of these SPACs, either common shares or units (which include one Class A ordinary share and, in some cases, a fraction of a redeemable public warrant which entitled the holder to purchase one share of Class A ordinary shares at a fixed exercise price) were sold to investors. Each SPAC provided its public shareholders the option to redeem their shares either (i) in connection with a shareholder meeting to approve the business combination or (ii) by means of a tender offer. Assets held in Trust Accounts related to gross proceeds received from the IPO and could only be used for the initial business combination and any possible investor redemptions. If the SPAC was unable to complete a business combination within a specified time frame, typically within 24 months of the IPO close date, the SPACs redeemed all public shares. The ownership interest in each SPAC which was not owned by the Company was reflected as redeemable equity attributable to Public SPACs in the accompanying Condensed Consolidated Financial Statements. As of August 16, 2023, the Company no longer had any investment in consolidated Public SPACs.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The Company consolidated these SPACs during the period before the initial business combination, and therefore the Class F ordinary shares, Class G ordinary shares, private placement shares, private placement warrants and FPAs with consolidated related parties were eliminated in consolidation.
On April 17, 2023, TPG Pace Beneficial II Corp. (“YTPG”) redeemed all of its Class A Ordinary Shares at a per-share redemption price of approximately $10.00, because YTPG did not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. As of April 17, 2023, the YTPG Class A Ordinary Shares were deemed cancelled and represented only the right to receive the redemption amount. FPAs entered into by YTPG at the time of its IPO were terminated on April 17, 2023. After April 17, 2023, YTPG ceased all operations except for those required to wind up its business.
On August 16, 2023, AfterNext HealthTech Acquisition Corp. (“AFTR”) redeemed all of its AFTR Class A Ordinary Shares at a per-share redemption price of approximately $10.41, because AFTR did not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. As of August 16, 2023, the AFTR Class A Ordinary Shares were deemed cancelled and represented only the right to receive the redemption amount, and there were no redemption rights or liquidating distributions with respect to AFTR’s warrants, which expired with no value. After August 16, 2023, AFTR ceased all operations except for those required to wind up its business.
11. Operating Leases
The following tables summarize the Company’s lease cost, cash flows, and other supplemental information related to its operating leases.

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

Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Lease cost(a):
Operating lease cost$11,858 $6,734 $35,797$20,072
Short-term lease costs139 103 628416
Variable lease cost2,878 2,195 8,4485,787
Sublease income(592)(872)(1,884)(2,540)
Total lease cost$14,283 $8,160 $42,989$23,735
Weighted-average remaining lease term6.16.4
Weighted-average discount rate5.09 %4.16 %
Year Ended
__________
(a)Office rent expense for the three and nine months ended September 30, 2024 was $11.9 million and $36.0 million respectively. Office rent expense for the three and nine months ended September 30, 2023 was $6.6 million and $19.9 million, respectively.
Supplemental Condensed Consolidated Statements of Cash Flows information related to leases were as follows (in thousands):
Nine Months Ended September 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities$29,766 $22,553 
Other non-cash changes in right-of-use assets4,616 6,041 
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The following table shows the undiscounted cash flows on an annual basis for operating lease liabilities as of September 30, 2024 (in thousands):
Year DueLease Amount
Remainder of 2024$8,588 
202540,891 
202639,004 
202739,379 
202838,221 
202989,342 
Total future undiscounted operating lease payments255,425 
Less: imputed interest(35,264)
Present value of operating lease liabilities$220,161 
12. Commitments and Contingencies
Guarantees
Certain of the Company’s consolidated entities have guaranteed debt or obligations. At September 30, 2024 and December 31, 2023, the maximum obligations guaranteed under these agreements totaled $2,599.2 million and $1,789.3 million, respectively. At September 30, 2024, the guarantees had expiration dates as follows (in thousands):
Maturity DateGuarantee Amount
April 2025$150,000 
June 202660,000 
August 202630,000 
December 2026117,410 
September 20281,200,000 
December 202812,331 
June 203029,493 
March 2034600,000 
March 2064400,000 
Total$2,599,234 
At September 30, 2024 and December 31, 2023, the amounts outstanding related to these guarantees was $1,230.1 million and $807.6 million, respectively.
Commitments
At September 30, 2024, the TPG Operating Group had unfunded investment commitments of $667.0 million to the investment funds that the Company manages and other strategic investments.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Contingent Obligations (Clawback) With Affiliates
The governing agreements of the TPG funds that pay performance allocations generally include a clawback provision that, if triggered, may give rise to a contingent obligation requiring the general partner to return amounts to the fund for distribution to the fund investors at the end of the life of the fund. Performance allocations received by the general partners of the respective TPG funds are subject to clawback to the extent the performance allocations received by the general partners exceeds the amount the general partners are ultimately entitled to receive based on cumulative fund results.
At September 30, 2024, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $62.8 million, net of tax, for which a performance fee reserve was recorded within other liabilities in the Condensed Consolidated Statements of Financial Condition.
At September 30, 2024, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback would be $1,940.9 million.
During the nine months ended September 30, 2024, the general partners made no payments on the clawback liability.
Legal Actions and Other Proceedings
From time to time, the Company is involved in legal proceedings, litigation and claims incidental to the conduct of our business, including with respect to acquisitions, bankruptcy, insolvency and other types of proceedings. Such lawsuits may involve claims against our portfolio companies that adversely affect the value of certain investments owned by TPG’s funds. The Company’s business is also subject to extensive regulation, which has and may result in the Company becoming subject to examinations, inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to the SEC, Department of Justice, state attorneys general, Financial Industry Regulatory Authority and the U.K. Financial Conduct Authority. Such examinations, inquiries and investigations may result in the commencement of civil, criminal or administrative proceedings or fines against the Company or its personnel.
The Company accrues a liability for legal proceedings in accordance with U.S. GAAP. In particular, the Company establishes an accrued liability for loss contingencies when a settlement arising from a legal proceeding is both probable and reasonably estimable. If the matter is not probable or reasonably estimable, no such liability is recorded. Examples of this include: (i) the proceedings may be in early stages; (ii) damages sought may be unspecified, unsupportable, unexplained or uncertain; (iii) discovery may not have started or is incomplete; (iv) there may be uncertainty as to the outcome of pending appeals or motions; (v) there may be significant factual issues to be resolved or (vi) there may be novel legal issues or unsettled legal theories to be presented or a large number of parties. Consequently, management is unable to estimate a range of potential loss, if any, related to such matters. Even when the Company accrues a liability for a loss contingency in such cases, there may be an exposure to loss in excess of any amounts accrued. Loss contingencies may be, in part or in whole, subject to insurance or other payments such as contributions and/or indemnity, which may reduce any ultimate loss.
Based on information presently known by management, the Company has not recorded a potential liability related to any pending legal proceeding except as disclosed below, and is not subject to any legal proceedings that we expect to have a material impact on our operations, financial positions or cash flows. It is not possible, however, to predict the ultimate outcome of all pending legal proceedings, and the claimants in the matter discussed below seek potentially large and indeterminate amounts. As such, although we do not consider such an outcome likely, given the inherent unpredictability of legal proceedings, it is possible that an adverse outcome in the matter described below or certain other matters could have a material effect on the Company’s financial results in any particular period.
Since 2011, a number of TPG-related entities and individuals, including David Bonderman and Jim Coulter, have been named as defendants/respondents in a series of lawsuits in the United States, United Kingdom, and Luxembourg concerning an investment TPG held from 2005-2007 in a Greek telecommunications company, known then as TIM Hellas (“Hellas”). Entities and individuals related to Apax Partners, a London based investment firm also invested in Hellas at the time, have been named in the suits as well. The cases all allege generally that a late 2006 refinancing of the Hellas group of companies was improper.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

To date, most of the lawsuits filed in New York Federal and State courts against TPG and Apax-related defendants have been dismissed, with those dismissals upheld on appeal, or the appeal period has passed. A lawsuit pending in the District Court of Luxembourg against two former TPG partners and two individuals related to Apax involved in the investment has been decided after trial in their favor on all claims and is now on appeal. In February 2018, a High Court case in London against a number of TPG and Apax-related parties and individuals was abandoned by the claimants in the early days of a scheduled six-week trial with costs of $9.5 million awarded to the TPG and Apax-related parties, of which $3.4 million was awarded to TPG.
In addition to the Luxembourg appeal, there are several cases against TPG and Apax-related parties pending in New York state court. In one case, the Court granted and denied in part motions to dismiss by all defendants, paring back the parties, claims and amounts at issue, and appeals of that decision are pending. In a second case, the Appellate Division recently granted summary judgment to the TPG-related parties on the sole remaining claim in that case, and plaintiffs are seeking leave to appeal to New York’s Court of Appeals. Finally, a third group of plaintiffs, similarly situated to those in the other cases, recently filed new claims seeking recovery from numerous TPG and Apax-related parties. The prior noted stayed federal actions have now been dismissed with prejudice by court order and stipulation.
The Company believes that the suits related to the Hellas investment are without merit and intends to continue to defend them vigorously.
In October 2022, the Company received a document request from the SEC focusing on the use and retention of business-related electronic communications, which, as has been publicly reported, is part of an industry-wide review. The Company is cooperating with the SEC’s investigation and is in advanced discussions about a possible resolution. As of September 30, 2024, the Company has recorded a contingent liability related to the matter.
Indemnifications
In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide general indemnifications. In addition, certain of the Company’s funds have provided certain indemnities relating to environmental and other matters and has provided nonrecourse carve-out guarantees for fraud, willful misconduct and other customary wrongful acts, each in connection with the financing of certain real estate investments that the Company has made. The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of material loss to be remote.
13. Net Income (Loss) Per Class A Common Share
The Company calculates its basic and diluted income (loss) per share using the two-class method for all periods presented, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. The two-class method is an allocation formula that determines income per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all income (distributed and undistributed) is allocated to common shares and participating securities based on their respective rights to receive dividends.
In computing the dilutive effect that the exchange of TPG Operating Group partnership units would have on net income available to Class A common stock per share, TPG considered that net income (loss) available to holders of shares of Class A common stock would increase due to the elimination of non-controlling interests in the TPG Operating Group, inclusive of any tax impact. The hypothetical conversion may be dilutive to the extent there is activity at the TPG Inc. level that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.

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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

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

Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Numerator:
Net loss$(21,425)$(94,712)$(88,009)$(19,027)
Less:
Net income attributable to redeemable equity in Public SPACs— 5,148 — 12,044 
Net loss attributable to non-controlling interests in TPG Operating Group(33,503)(49,556)(145,832)(100,354)
Net income (loss) attributable to other non-controlling interests3,117 (64,971)47,320 2,366 
Net income attributable to Class A Common Stockholders prior to distributions8,961 14,667 10,503 66,917 
Reallocation of earnings to unvested participating restricted stock units(a)
(4,970)(2,998)(14,415)(8,420)
Net income attributable to Class A Common Stockholders - Basic 3,991 11,669 (3,912)58,497 
Net loss assuming exchange of non-controlling interest(31,433)(38,712)(129,463)(83,044)
Net loss attributable to Class A Common Stockholders - Diluted$(27,442)$(27,043)$(133,375)$(24,547)
Denominator:
Weighted-Average Shares of Common Stock Outstanding - Basic103,358,21280,617,05798,073,67580,223,076
Exchange of Common Units to Class A Common Stock261,478,296228,652,641266,577,843228,978,648
Weighted-Average Shares of Common Stock Outstanding - Diluted364,836,508309,269,698364,651,518309,201,724
Net income (loss) available to Class A common stock per share
Basic$0.04 $0.14 $(0.04)$0.73 
Diluted$(0.08)$(0.09)$(0.37)$(0.08)
Dividends declared per share of Class A Common Stock(b)
$0.42 $0.22 $1.27 $0.92 
___________
(a)No undistributed losses were allocated to unvested participating restricted stock units during the three and nine months ended September 30, 2024 and 2023, as the holders do not have a contractual obligation to share in the losses of the Company with common stockholders.
(b)Dividends declared reflects the calendar date of the declaration for each distribution. The third quarter dividends were declared on November 4, 2024 and are payable on December 2, 2024.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

14. Equity-Based Compensation
Restricted Stock Awards
Under the Company’s 2021 Omnibus Equity Incentive Plan (the “Omnibus Plan”), the Company is permitted to grant equity awards representing ownership interests in TPG Inc.’s Class A common stock. As of September 30, 2024, the share reserve available for issuance under the Omnibus Plan was 30,642,872.
In conjunction with the IPO in 2022, TPG employees, certain of the Company’s executives and certain non-employees received one-time grants of equity-based awards in the form of restricted stock units which entitle the holder to one share of Class A common stock upon vesting.
In conjunction with the Angelo Gordon Acquisition, described in Note 3 to the Condensed Consolidated Financial Statements, the Company agreed to grant an aggregate of 8.4 million Service Awards to former Angelo Gordon employees to promote retention post-closing, of which 7.9 million are outstanding to date. These units generally vest over a term of five years.
In November 2023, the Company also granted a long-term performance incentive award to the Company’s Chief Executive Officer, Jon Winkelried. The award is further discussed under Executive Awards in this Note.
Further, in the ordinary course of business, the Company also grants equity awards that are subject to either service conditions (“Service Awards”), a combination of service and performance conditions (“Performance Condition Awards”) or a combination of service and market conditions (“Market Condition Awards”).
The following table summarizes the outstanding restricted stock unit awards as of September 30, 2024 (in millions, including share data):
Units Outstanding as of September 30, 2024Compensation Expense for the Three Months Ended Compensation Expense for the Nine Months EndedUnrecognized Compensation Expense as of September 30, 2024
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Restricted Stock Units
Special Purpose Awards:
Service Awards 16.7$35.0 $15.9 $102.8 $45.1 $365.6 
Market Condition Awards4.77.9 1.4 20.9 4.0 62.6 
Ordinary Awards:
Service Awards8.024.4 11.8 66.7 32.3 234.8 
Performance Condition Awards0.51.5 0.2 (0.2)0.7 14.3 
Total Restricted Stock Units29.9$68.8$29.3$190.2$82.1$677.3 
For the three and nine months ended September 30, 2024, the Company recorded total restricted stock unit compensation expense of $68.8 million and $190.2 million, respectively. For the three and nine months ended September 30, 2023, the Company recorded total restricted stock unit compensation expense of $29.3 million and $82.1 million respectively. The expense associated with awards granted to certain non-employees of the Company is recognized in general, administrative and other in our Condensed Consolidated Statements of Operations and totaled $1.8 million and $3.6 million for the three and nine months ended September 30, 2024 and $1.5 million and $2.9 million for the three and nine months ended September 30, 2023, respectively.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

For the three and nine months ended September 30, 2024, the Company had 111,607 and 4,178,852 restricted stock units vest at a fair value of $5.0 million and $166.5 million, respectively (excluding vested, but unsettled units). The restricted stock units were settled by issuing 73,391 shares of TPG Inc. Class A Common stock, net of withholding tax of $1.0 million for the three months ended September 30, 2024 (excluding vested, but unsettled units) and by issuing 2,586,646 shares of TPG Inc. Class A Common stock, net of withholding tax of $62.5 million, for the nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, the Company had 124,120 and 588,636 restricted stock units vest at a fair value of $2.4 million and $18.0 million, respectively. The restricted stock units were settled by issuing 75,896 and 347,313 shares of TPG Inc. Class A Common stock, net of withholding tax of $0.1 million and $6.5 million, respectively.
Service Awards
For the nine months ended September 30, 2024 and 2023 the Company granted 6.2 million and 4.0 million Service Awards, respectively. The grant date fair value was the public share price on each respective grant date. The following table presents the rollforward of the Company’s unvested Service Awards for the nine months ended September 30, 2024 (awards in millions):

Service AwardsWeighted-Average Grant Date Fair Value
Balance at December 31, 202323.3$30.62 
Granted6.240.92 
Vested(4.0)30.53 
Forfeited(0.8)30.28 
Balance at September 30, 202424.7$33.21 
As of September 30, 2024, there was approximately $600.4 million of total estimated unrecognized compensation expense related to unvested Service Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.2 years.
Performance Condition Awards
During the three months ended September 30, 2024, the Company granted 0.3 million of Ordinary Performance Condition Awards. The weighted-average grant date fair value per share was $48.93 for these awards. The Company recognizes compensation expense using the accelerated attribution method on a tranche by tranche basis. Expense is recognized from the date of grant through the requisite service period of 4.4 years to the extent the performance condition is deemed probable. The Company deemed these awards probable of vesting as of September 30, 2024.
In 2022 the Company also granted 0.1 million of Ordinary Performance Condition Awards. As these awards were deemed improbable of vesting in a prior period, the Company is no longer recognizing equity-based compensation expense associated with these awards and will continue to monitor the awards until the end of the respective performance period.
Market Condition Awards
IPO Executive Awards
Under the Omnibus Plan and in conjunction with the IPO, the Company also granted 2.2 million of IPO Executive Awards in order to incentivize and retain key members of management and further their alignment with our shareholders. The IPO Executive Awards include awards of (i) 1.1 million restricted stock units subject to service-based vesting over a five-year service period beginning with the second anniversary of the grant date (included in Special Purpose Service Awards) and (ii) 1.1 million market and service based restricted stock units (included in Special Purpose Market Condition Awards). Each Market Condition Award is comprised of two parts: (i) a time-based component requiring a five-year service period and (ii) a market price component with a target Class A common stock share price at either $44.25 within five years or $59.00 within eight years. Dividend equivalents are paid on vested and unvested Service Awards when the dividend occurs. Dividend equivalents accrue for vested and unvested Market Condition Awards and are paid only when both the applicable service and performance conditions are satisfied.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Compensation expense for Service Awards is recognized on a straight-line basis and for the Market Condition Awards using the accelerated attribution method on a tranche by tranche basis. During the first quarter of 2024, the first market price component of a Class A common stock share price of $44.25 was met, which triggered a vesting event of 0.1 million Market Condition Awards.
Executive Awards
Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s Chief Executive Officer, Jon Winkelried, on November 30, 2023. The award comprised of 2.6 million Executive Service Awards (included in Special Purpose Service Awards) and 3.9 million Executive Market Condition Awards (included in Special Purpose Market Condition Awards) and is intended to incentivize Mr. Winkelried to drive shareholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in-line with peer competitors in order to promote and ensure retention.
The Service Awards vest ratably over a term of four years. The Market Condition Awards are scheduled to service vest ratably over a period of five years, and are only earned upon achievement of a stock price vesting condition that will be met when the 30-day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles. 25% of each service vesting tranche of the Market Condition Awards are eligible to be earned and vest following achievement of each of the following Class A common stock prices: $52.50, $58.45, $64.05 and $70.00. These stock price hurdles represent a premium of 150%, 167%, 183% and 200% of the closing price of a share of Class A common stock on the date of grant. The first market hurdle must be achieved by January 13, 2029, and the remaining hurdles by January 13, 2030. If the applicable market hurdles are not achieved by the specified periods, the applicable Market Condition Awards will be forfeited. Dividend equivalents are paid on vested and unvested Service Awards when the dividend occurs. Dividend equivalents accrue for vested and unvested Market Condition Awards and are paid only if and when both the applicable service and market conditions are satisfied.
Compensation expense for the Service Awards is recognized on a straight-line basis and for the Market Condition Awards using the accelerated attribution method on a tranche by tranche basis. As of September 30, 2024, the first market hurdle component of Class A common stock share price of $52.50 was met. As such, 20% of this tranche will vest on each of January 13, 2025, 2026, 2027, 2028 and 2029.
The following table presents the roll forwards of the Company’s unvested Market Condition Awards for the nine months ended September 30, 2024 (awards in millions):
Market Condition AwardsWeighted Average Grant Date Fair Value
Balance at December 31, 20235.0$20.10 
Granted— — 
Vested, unsettled(0.1)17.58 
Forfeited(0.2)16.58 
Balance at September 30, 20244.7$20.30 
As of September 30, 2024, there was approximately $62.6 million of total estimated unrecognized compensation expense related to unvested Market Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.6 years.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Other Awards
As a result of the Reorganization and the IPO in 2022, the Company’s current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests through RemainCo. TPG Partner Holdings and RemainCo are presented as non-controlling interest holders within the Company’s Consolidated Financial Statements. The interests in TPG Partner Holdings (“TPH Units”) and indirectly in RemainCo (“RPH Units”) are generally subject to service, or, in certain cases, to both service and performance conditions. Holders of these interests participate in distributions regardless of the vesting status. Additionally, in conjunction with the Reorganization, the IPO and the acquisition of NewQuest, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group and Class A common stock subject to both service and performance conditions, some of which are deemed probable of achieving.
In conjunction with the Angelo Gordon Acquisition, as described in Note 3 to the Condensed Consolidated Financial Statements, the Company granted 43.8 million of unvested Common Units to former Angelo Gordon partners (included in Common Units below), which are considered compensatory under ASC 718. These units generally vest over a term of five years and participate in distributions at the TPG Operating Group along with all vested equity.
The following table summarizes the outstanding Other Awards as of September 30, 2024 (in millions, including share data):
Unvested Units/Shares Outstanding as of September 30, 2024Compensation Expense for the Three Months Ended Compensation Expense for the Nine Months EndedUnrecognized Compensation Expense as of September 30, 2024
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
TPH and RPH Units
TPH units36.9$73.1$82.1$220.4$283.2$643.7 
RPH units0.314.117.542.955.888.9 
Total TPH and RPH Units37.2$87.2$99.6$263.3$339.0$732.6 
Common Units and Class A Common Stock
Common Units45.0$69.1$4.6$191.0 $12.9 $894.7 
Class A Common Stock0.54.04.412.8 13.1 4.9 
Total Common Units and Class A Common Stock45.5$73.1$9.0$203.8$26.0$899.6 
TPH and RPH Units
The Company accounts for the TPH Units and RPH Units as compensation expense in accordance with ASC 718. The unvested TPH and RPH Units are recognized as equity-based compensation subject to primarily service vesting conditions and in certain cases performance conditions, some of which are deemed probable of achieving. The Company recognized compensation expense of $87.2 million and $263.3 million for the three and nine months ended September 30, 2024, respectively. The Company recognized compensation expense of $99.6 million and $339.0 million for three and nine months ended September 30, 2023, respectively. There is no additional dilution to our stockholders related to these interests. Contractually these units are only related to non-controlling interest holders of the TPG Operating Group, and there is no impact to the allocation of income and distributions to TPG Inc. Therefore, the Company has allocated these expense amounts to its non-controlling interest holders.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The following table presents the roll forwards of the Company’s unvested TPH Units and RPH Units for the nine months ended September 30, 2024 (units in millions):
TPH UnitsRPH Units
Partnership UnitsGrant Date Fair ValuePartnership UnitsGrant Date Fair Value
Balance at December 31, 202337.2 $24.54 0.3 $457.10 
Reallocated1.2 37.94 — — 
Vested(0.3)27.17 — — 
Forfeited(1.2)24.77 (0.0)457.10 
Balance at September 30, 202436.9 $24.94 0.3 $457.10 
Forfeited TPH Units were reallocated to certain existing unit holders in accordance with the applicable governing documents. The grant date fair value of the reallocated awards was determined based on the fair value of TPG’s common stock at the time of reallocation. As of September 30, 2024, there was approximately $732.6 million of total estimated unrecognized compensation expense related to outstanding unvested awards, of which TPH Units and RPH Units.
Common Units and Class A Common Stock
In accordance with ASC 718, all Other Awards are also recognized as equity-based compensation. The Company recognized compensation expense of $73.1 million and $203.8 million for the three and nine months ended September 30, 2024, respectively. The expense for the three and nine months ended September 30, 2023 totaled $9.0 million and $26.0 million, respectively. As TPG Operating Group holders would accrete pro-rata or benefit directly upon forfeiture of those awards, this compensation expense was allocated pro-rata to all controlling and non-controlling interest holders of TPG Inc.
The following table presents the roll forwards of the Company’s unvested TOG Units and Class A Common Stock Awards for the nine months ended September 30, 2024 (awards in millions):
Common UnitsClass A Common Stock
Partnership UnitsGrant Date Fair ValuePartnership UnitsGrant Date Fair Value
Balance at December 31, 202345.4 $25.43 1.1 $29.50 
Reallocated0.1 41.70 — — 
Vested(0.4)27.69 (0.6)29.50 
Forfeited(0.1)25.37 — — 
Balance at September 30, 202445.0 $25.45 0.5 $29.50 
Forfeited Common Units were reallocated to certain existing unit holders in accordance with the applicable governing documents. The grant date fair value of the reallocated awards was determined based on the fair value of TPG’s common stock at the time of reallocation. Total unrecognized compensation expense related to outstanding unvested awards as of September 30, 2024 was $899.6 million.
In conjunction with the Acquisition discussed in Note 3 to the Condensed Consolidated Financial Statements, the Company granted liability-classified Common Unit awards to Angelo Gordon partners. Those awards represent the compensatory portion of the Earnout Payment under ASC 718 and as such, require both continuous service over a period of five years and the satisfaction of FRR targets during the Measurement Period defined in Note 3 to the Condensed Consolidated Financial Statements.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

These liability-classified awards will be settled with a variable number of both vested and unvested Common Units upon the satisfaction of the FRR targets and do not participate in TPG Operating Group distributions before settlement. The fair value of these awards will be remeasured every reporting period and is based on the satisfaction of the respective FRR targets. For the three and nine months ended September 30, 2024, the Company recognized compensation expense of $14.1 million and $36.0 million, respectively, related to its liability-classified awards with a corresponding increase in other liabilities. Compensation expense for those awards is recognized using the accelerated attribution method on a tranche by tranche basis. Total unrecognized compensation expense related to these awards as of September 30, 2024 was $89.2 million.
TRTX Awards
Certain employees of the Company receive awards (“TRTX Awards”) from TPG RE Finance Trust, Inc. (“TRTX”), a publicly traded real estate investment trust, externally managed and advised by TPG RE Finance Trust Management, L.P., a wholly-owned subsidiary of the Company, for services provided to TRTX. Generally, the TRTX Awards vest over four years for employees and at grant date for directors of TRTX.
The TRTX Awards granted to certain employees of the Company are recorded in other assets and due to affiliates in the Condensed Consolidated Statements of Financial Condition. The grant date fair value of the asset is amortized through compensation and benefits expense on a straight-line basis over the vesting period in the Condensed Consolidated Statements of Operations. Compensation and benefits expense is offset by related management fees earned by the Company from TRTX. During the three and nine months ended September 30, 2024, the Company recognized $1.0 million and $8.1 million, respectively, of management fees and compensation and benefits expense. During the three and nine months ended September 30, 2023, the Company recognized $0.3 million and $4.9 million, respectively, of management fees and compensation and benefits expense.
15. Equity
The Company has three classes of common stock outstanding, Class A common stock, nonvoting Class A common stock and Class B common stock. Class A common stock is traded on the Nasdaq Global Select Market. The Company is authorized to issue 2,240,000,000 shares of Class A common stock with a par value of $0.001 per share, 100,000,000 shares of nonvoting Class A common stock, 750,000,000 shares of Class B common stock with a par value of $0.001 per share, and 25,000,000 shares of preferred stock, with a par value of $0.001 per share. Each share of the Company’s Class A common stock entitles its holder to one vote, and each share of our Class B common stock entitles its holder to ten votes. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval. The nonvoting Class A common stock have the same rights and privileges as, rank equally and share ratably with, and are identical in all respects as to all matters to, the Class A common stock, except that the nonvoting Class A common stock have no voting rights other than such rights as may be required by law. Holders of Class A common stock are entitled to receive dividends when and if declared by the board of directors. Holders of the Class B common stock are not entitled to dividends in respect of their shares of Class B common stock. During the nine months ended September 30, 2024, certain stockholders transferred to third parties 1,652,938 shares of the Company’s nonvoting Class A common stock at which point such shares converted automatically into shares of Class A common stock in accordance with their terms. As of September 30, 2024, 97,322,883 shares of Class A common stock and 6,605,963 shares of nonvoting Class A common stock were outstanding, 260,911,927 shares of Class B common stock were outstanding, and there were no shares of preferred stock outstanding.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

Dividends and distributions
Dividends and distributions are reflected in the Condensed Consolidated Statements of Changes in Equity when declared by the board of directors. Dividends are made to Class A common stockholders and distributions are made to holders of non-controlling interests in subsidiaries.
The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of the Board of Directors of the Company.

Date DeclaredRecord DatePayment DateDividend per Class A Common Share
May 15, 2023May 25, 2023June 5, 2023$0.20 
August 8, 2023August 18, 2023September 1, 20230.22 
November 7, 2023November 17, 2023December 1, 20230.48 
February 13, 2024February 23, 2024March 8, 20240.44 
Total 2023 Dividend Year (through Q4 2023)$1.34 
May 8, 2024May 20, 2024June 3, 2024$0.41 
August 6, 2024August 16, 2024August 30, 20240.42 
November 4, 2024November 14, 2024December 2, 20240.38 
Total 2024 Dividend Year (through Q3 2024)$1.21 
Exchanges of Common Units
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 nine months ended September 30, 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, 202417,704,987
May 21, 20241,998,593
August 19, 20241,042,119
2023 Exchange
March 30, 20231,000,000
__________
(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 statement on Form S-3 filed on November 2, 2023.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

The supplemental non-cash financing activities related to equity for the Condensed Consolidated Statements of Cash Flows are as follows (in thousands):
Nine Months Ended September 30,
20242023
Distributions to holders of other non-controlling interests$18,153 $49,072 
Deferred tax assets242,631 — 
Due to affiliates219,175 — 
Additional paid-in-capital23,456 — 
16. Subsequent Events
Other than the events noted in Note 4 and Note 15 to the Condensed Consolidated Financial Statements, there have been no additional events since September 30, 2024 that require recognition or disclosure in the Condensed Consolidated Financial Statements.

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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, 2023 filed with the SEC on February 23, 2024. We assume no obligation to update any of these forward-looking statements.
Overview
TPG is a leading global alternative asset manager with $239.1 billion in assets under management (“AUM”) as of September 30, 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.
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 growth in our assets under management, all with the support of a scaled infrastructure that provides our business with a high degree of operating leverage. Recently, we have also pursued highly strategic inorganic growth, most notably with our acquisition on November 1, 2023 of Angelo Gordon, a scaled alternative investment firm focused on credit and real estate investing.
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 300 active portfolio companies, more than 300 real estate properties and over 5,000 credit positions, across more than 30 countries.
Our firm consists of six multi-strategy investment platforms: (1) Capital, (2) Growth, (3) Impact, (4) TPG Angelo Gordon, (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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Note: AUM as of September 30, 2024.
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 four primary products: (1) TPG Capital, (2) TPG Asia, (3) TPG Healthcare Partners, and (4) Continuation Vehicles.
The following table presents certain data about our Capital platform as of September 30, 2024 (dollars in billions):

AUMFee-earning AUMActive FundsAvailable Capital
$73 $38 10$16 
Product: TPG Capital
TPG Capital is our North America and Europe-focused private equity investing business, with $43.4 billion in assets under management as of September 30, 2024. 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 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 $22.2 billion in assets under management as of September 30, 2024. 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.
Product: TPG Healthcare Partners
We established TPG Healthcare Partners, or “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: Continuation Vehicles
Periodically, across our platforms and investment portfolios, we identify companies in which certain of our limited partners would like to remain invested but which we own in a fund nearing the end of its life. In these situations, we have utilized single-asset continuation vehicles (“CVs”) managed by TPG that allow the limited partners who choose to do so to remain invested in a portfolio company beyond the life of the TPG fund that initially invested in the company. CVs are attractive for our limited partners, who have the opportunity to retain ongoing exposure to strong assets, and for TPG, as these vehicles extend the duration of our investment capital.
Platform: Growth
TPG Growth is our dedicated growth equity and middle market investing vehicle. Our Growth platform 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 four primary products: (1) TPG Growth, (2) TPG Tech Adjacencies, (3) TPG Digital Media, and (4) TPG Life Sciences Innovation.
The following table presents certain data about our Growth platform as of September 30, 2024 (dollars in billions):
AUMFee-earning AUMActive FundsAvailable Capital
$27 $12 9$5 
Product: TPG Growth
TPG Growth is our dedicated growth equity and middle market investing product, with $18.1 billion in assets under management as of September 30, 2024. TPG Growth seeks to make growth buyout and growth equity investments, primarily in North America and India.
Product: TPG Tech Adjacencies
TPG Tech Adjacencies, or “TTAD”, with $6.7 billion in assets under management as of September 30, 2024, 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, or “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.
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Product: TPG Life Sciences Innovation
TPG Life Sciences Innovation, or “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.
Platform: Impact
Our multi-fund Impact platform, which we believe is among the largest in the industry, pursues both competitive financial returns and 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 and which we founded to provide impact research and rigorous assessment measures for impact investments, and today functions as TPG’s firm-wide ESG and impact performance arm.
•The TPG Rise Global Advisory Board: A group of experienced investors and global thought leaders with a deep personal and professional commitment to driving social and environmental change.
•The TPG Rise Climate Coalition: A partnership between TPG and 28 leading global corporations that are investors in TPG Rise Climate, to accelerate the sharing of knowledge, best practices and investment opportunities within climate solutions among the group and more broadly across the TPG Impact platform.
Based on our investment strategy and performance track record, we have demonstrated that our impact investments can deliver profit and positive impact in tandem. Our Impact funds are organized in three primary products: (1) The Rise Funds, (2) TPG Rise Climate, and (3) TPG NEXT.
The following table presents certain data about our Impact platform as of September 30, 2024 (dollars in billions):
AUMFee-earning AUMActive FundsAvailable Capital
$25 $18 7$9 
Product: The Rise Funds
The Rise Funds are our dedicated vehicles for investing in companies that generate a demonstrable and significant positive societal impact alongside business performance and strong returns, with $9.3 billion in assets under management as of September 30, 2024. The Rise Funds’ core areas of focus include climate and conservation, education, financial inclusion, food and agriculture, healthcare and impact services, and they invest globally.
Product: TPG Rise Climate
Launched in 2021, TPG Rise Climate is our dedicated climate impact investing product, which has raised $11.9 billion in total commitments. TPG Rise Climate pursues climate-related investments that benefit from the diverse skills of TPG’s investing professionals, the strategic relationships developed across TPG’s existing portfolio of climate-focused companies, and a global network of executives and advisors. TPG Rise Climate takes a broad-based approach to investment types, from growth equity to value-added infrastructure, and focuses on climate solutions in thematic areas including clean electrons, clean molecules and materials and negative emissions.
Product: TPG NEXT
TPG NEXT is designed to support the next generation of diverse alternative asset managers. TPG announced the launch of the TPG NEXT fund in 2022 to seed new managers, strengthen their access to capital, offer business building expertise and provide strategic advisory support to talent that is chronically underrepresented in alternative asset management. TPG NEXT began investing in 2023 and aims to increase the number of diverse-led firms in alternative assets, furthering an effort we began in 2019 with our investments in Harlem Capital and VamosVentures.
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Platform: TPG Angelo Gordon
TPG AG Credit
TPG Angelo Gordon’s alternative credit products (collectively referred to as “TPG AG Credit”) are: (1) TPG AG Credit Solutions, (2) TPG AG Structured Credit & Specialty Finance, (3) TPG AG Middle Market Direct Lending, (4) TPG AG Collateralized Loan Obligations (“CLOs”), and (5) TPG AG Multi-Strategy. TPG AG Credit’s capabilities span private and tradable credit across corporate and asset-backed markets.
The following table presents certain data about our TPG AG Credit as of September 30, 2024 (dollars in billions):
AUMFee-earning AUMActive FundsAvailable Capital
$70 $42 79$12 
Product: TPG AG Credit Solutions
TPG AG Credit Solutions, with $16.5 billion in assets under management as of September 30, 2024, invests in stressed, distressed and special situation corporate credit opportunities, primarily in North America and Europe, and can dynamically pivot between the public and private markets. TPG AG Credit Solutions employs what we believe to be a differentiated, solutions-based approach that is capable of being executed in any market environment. TPG AG Credit Solutions seeks to align with companies, financial sponsors and business owners and to use its structuring skill and flexible capital base to create bespoke, bilaterally-negotiated financing transactions that help resolve complex and idiosyncratic financial challenges. TPG AG Credit Solutions funds may also opportunistically invest in securities acquired at what the investment team believes are discounted prices relative to their intrinsic value and offer the potential for contractual income and/or price appreciation. TPG AG Credit Solutions invests through the Credit Solutions and Essential Housing closed-ended funds, as well as the Corporate Credit Opportunities open-ended fund.
Product: TPG AG Structured Credit & Specialty Finance
TPG AG Structured Credit & Specialty Finance focuses on major non-corporate credit sectors, including consumer, residential and commercial real estate, and specialty lending markets, and also has substantial CLO debt and equity investing capabilities. TPG AG Structured Credit & Specialty Finance invests through a variety of vehicles including the Mortgage Value Partners Fund open-ended hedge fund, the Asset Based Credit closed-ended fund, separately managed accounts (“SMAs”) and AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”), which is an externally-managed, publicly traded residential mortgage real estate investment trust. As of September 30, 2024, TPG AG Structured Credit & Specialty Finance had $17.9 billion in assets under management.
Product: TPG AG Middle Market Direct Lending
TPG AG Middle Market Direct Lending (“MMDL”) and TPG Twin Brook Capital Partners focus on sourcing, underwriting and actively managing a diversified portfolio of lower middle market, senior secured loans, including revolvers and first lien debt, and seek to deliver stable and attractive returns while minimizing volatility and protecting the downside. As a direct lender to private equity backed lower middle market companies primarily with $25 million of EBITDA or less, the product focuses on sourcing differentiated opportunities from our long-standing and diverse set of sponsor relationships. TPG AG Middle Market Direct Lending includes the MMDL closed-ended fund series and evergreen vehicle and SMAs, as well as a public, non-traded business development company (“BDC”), TPG Twin Brook Capital Income Fund (“TCAP”). As of September 30, 2024, TPG AG Middle Market Direct Lending had $25.0 billion in assets under management.
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Product: TPG AG CLOs
TPG AG CLOs, with $8.2 billion in assets under management as of September 30, 2024 invests predominantly in non-investment grade senior secured bank loans. TPG AG CLO platform is global with investment teams in both New York and London. TPG AG U.S. CLOs invest in U.S. dollar-denominated broadly syndicated loans, and our Euro CLOs invest in Euro-denominated loans and secured bonds. Our global platform allows us to provide our investors with diversification across industries and geographies as we construct well diversified, liquid portfolios that are actively traded. TPG AG CLOs include performing credit bespoke vehicles, CLO funds and direct investment in the tranches of Northwoods CLOs.
Product: TPG AG Multi-Strategy
TPG AG Multi-Strategy, with $2.3 billion in assets under management as of September 30, 2024, invests across the breadth of TPG AG Credit, with a geographic focus in the United States and Western Europe. TPG AG Multi-Strategy offers actively managed co-mingled funds, including the Super Fund, in addition to bespoke vehicles and various multi-strategy credit funds of one. These funds invest in public and private investment opportunities sourced from across TPG AG Credit, as well as arbitrage strategies, including convertible arbitrage and merger arbitrage. TPG AG Multi-Strategy funds invest in, among other products, corporate loans and bonds, residential, consumer and asset-based loans and securities, hybrid instruments and derivative securities, including currency and interest rate hedges.
TPG AG Real Estate
TPG Angelo Gordon’s real estate products (collectively referred to as “TPG AG Real Estate”) are (1) TPG AG U.S. Real Estate, (2) TPG AG Asia Real Estate, (3) TPG AG Europe Real Estate, and (4) TPG AG Net Lease. TPG AG Real Estate products in the United States, Asia and Europe primarily focus on the acquisition of equity interests of underperforming and undervalued assets, where we can employ our opportunistic and value-add strategies to improve performance. We believe TPG AG Real Estate’s extensive and proprietary network of operating partners across each of the regions where we operate positions us to effectively identify inefficiencies and source opportunities on an off-market basis. TPG AG Net Lease primarily invests in single tenant commercial real estate acquired in simultaneous sale-leaseback transactions.
The following table presents certain data about our TPG AG Real Estate as of September 30, 2024 (dollars in billions):
AUMFee-earning AUMActive FundsAvailable Capital
$18 $14 25$7 
Product: TPG AG U.S. Real Estate
TPG AG U.S. Real Estate, with $6.3 billion in assets under management as of September 30, 2024, manages assets across various product sectors and has been active in many of the major U.S. real estate markets. TPG AG U.S. Real Estate focuses on purchasing what we believe to be underperforming and undervalued real estate assets, where we then execute an active asset management strategy to reposition and stabilize the properties. TPG AG U.S. Real Estate is diversified across property sectors, with a thematic portfolio construction focused on rental residential, industrial, self-storage, life science, student housing and medical office, among other sectors.
Product: TPG AG Asia Real Estate
TPG AG Asia Real Estate, with $5.3 billion in assets under management as of September 30, 2024, manages assets across Asia, with investments primarily in Japan, South Korea, Hong Kong, China and Singapore. TPG AG Asia Real Estate focuses on capitalizing on opportunistic investments primarily created through situations such as a lack of real estate expertise, illiquidity or distress. The TPG AG Asia Real Estate portfolio includes office, industrial, residential, hotel, retail, life science and other asset types.
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Product: TPG AG Europe Real Estate
TPG AG Europe Real Estate, with $4.7 billion in assets under management as of September 30, 2024, manages assets across Europe, with investments primarily located in major cities in Western Europe and the United Kingdom. TPG AG Europe Real Estate focuses on sub-performing and distressed real estate assets. The TPG AG Europe Real Estate portfolio includes industrial, residential, office, hotel, retail, student housing, self-storage and other asset types.
Product: TPG AG Net Lease
TPG AG Net Lease, with $2.1 billion in assets under management as of September 30, 2024, focuses on single tenant commercial real estate, generally leased to non-investment grade tenants, largely acquired in simultaneous sale-leaseback transactions. TPG AG Net Lease primarily purchases existing facilities that are integral to the ongoing operations of the tenants, such as a company’s manufacturing plant or distribution centers. TPG AG Net Lease manages assets primarily located within the United States, with certain assets in the United Kingdom, Western Europe, Canada and Mexico.
Platform: Real Estate
We established our TPG real estate investing practice in 2009 to pursue real estate investments systematically and at significant scale. We invest in real estate through three primary products: (1) TPG Real Estate Partners, (2) TPG Real Estate Thematic Advantage Core-Plus and (3) Real Estate Credit.
The following table presents certain data about our Real Estate platform as of September 30, 2024 (dollars in billions):
AUMFee-earning AUMActive FundsAvailable Capital
$17 $12 5$6 
Product: TPG Real Estate Partners
TPG Real Estate Partners (“TREP”), with $11.0 billion in assets under management as of September 30, 2024, focuses on acquiring and building platforms, which we believe creates more efficient operating structures and ultimately results in scaled investments that may trade at premium entity-level pricing in excess of the net asset value of individual properties. TREP utilizes a distinct theme-based strategy for sourcing and executing proprietary investments and, over time, many of these themes have aligned with TPG’s broader thematic sector expertise, particularly those pertaining to the healthcare and technology sectors.
Product: TPG Real Estate Thematic Advantage Core-Plus
TPG Real Estate Thematic Advantage Core-Plus (“TAC+”), with $1.8 billion in assets under management as of September 30, 2024, is an extension of our opportunistic real estate investment program. TAC+ targets investments in stabilized (or near stabilized) high-quality real estate, particularly in thematic sectors where we have gained significant experience and conviction. The investment strategy is designed to enhance traditional core-plus objectives of capital preservation and reliable current income generation by applying our differentiated thematic approach, strategy and skillset.
Product: Real Estate Credit
TPG RE Finance Trust, Inc.
TPG RE Finance Trust, Inc. (NYSE: TRTX) (“TRTX”) is externally managed by an affiliate of TPG and directly originates, acquires and manages commercial mortgage loans and other commercial real estate-related debt instruments in North America for its balance sheet. The platform’s objective is to provide attractive risk-adjusted returns to its stockholders over time through cash distributions. As of September 30, 2024, the TRTX loan investment portfolio consisted of 48 first mortgage loans (or interests therein) and total loan commitments of $3.4 billion.
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TPG Real Estate Credit Opportunities
TPG Real Estate Credit Opportunities (“TRECO”), which was established in 2023, is our opportunistic, real estate credit strategy targeting risk-adjusted returns through investments primarily in real estate-related high-yield senior and subordinate loans and securities. TRECO focuses on select sectors and geographies where we have distinct expertise informed by our longstanding practice around theme development. The fund has a flexible mandate and seeks to invest opportunistically across the credit spectrum.
Platform: Market Solutions
Our Market Solutions platform leverages the broader TPG ecosystem to create differentiated products in order to address specific market opportunities.
The following table presents certain data about our Market Solutions platform as of September 30, 2024 (dollars in billions):
AUMFee-earning AUMActive FundsAvailable Capital
$9 $6 10$3 
Product: TPG Public Equities
TPG Public Equities (“TPEP”) seeks to generate superior risk-adjusted returns through deep, fundamental private equity-style research in the public markets. TPEP is not siloed from our private investment businesses from an information perspective, which allows TPEP to collaborate with sector-focused teams across the rest of our firm and leverage TPG’s full intellectual capital and resources. TPEP manages a $1.6 billion long / short fund and a $1.0 billion long-only fund as of September 30, 2024, both of which are managed with broad, opportunistic mandates.
Product: Capital Markets
Our dedicated capital markets group centralizes our in-house debt and equity advisory expertise and optimizes capital solutions for our investment professionals and portfolio companies. Primary activities include:
• Debt Capital Markets: (i) Structure and execute new deal and acquisition financings across leveraged loans, high yield bonds and mezzanine debt (privately placed and syndicated) and (ii) manage capital structures on an ongoing basis, including re-financings, re-pricings, hedging, amendments and extensions and other services.
• Equity Capital Markets: (i) Act as lead advisor and underwriter on capital raises and the monetization of our ownership stakes in the public equity markets, including initial public offerings, follow-on offerings, equity-linked products and subsequent realizations and (ii) provide dual-track and structured equity solutions advisory, among other services.
Through our capital markets activities, we generate underwriting, placement, arrangement, structuring and advisory fee revenue. In the three and nine months ended September 30, 2024, our capital markets business drove $53.1 million and $146.0 million in transaction revenue, respectively. In the three and nine months ended September 30, 2023, our capital markets business drove $31.6 million and $54.1 million in transaction revenue, respectively. We believe that the high margin profile of our business coupled with our consistent ability to deliver superior financing outcomes drives significant value to our portfolio companies and our stockholders.
Product: GP-led Secondaries
Our private markets solutions business provides single asset solutions to private asset owners, typically through continuation vehicles, funds or underlying third-party investment managers who will continue to control such assets in which the funds invest. Our private markets solutions business is organized into two businesses: (1) NewQuest and (2) TPG GP Solutions (“TGS”).
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NewQuest Capital Partners
NewQuest seeks to acquire private equity positions on a secondary basis in underlying portfolio companies whose businesses are substantially based in the Asia Pacific region. With $3.2 billion in assets under management as of September 30, 2024, NewQuest is principally focused on complex secondary transactions.
TPG GP Solutions
Established in 2021, TGS was created to invest in high-quality, stable private equity assets, which are principally based in North America and Europe, in partnership with third-party general partners. TGS brings a primary private equity approach to the general partner-led secondaries market that leverages the TGS team’s deep investing experience and the insights and expertise of the broader TPG ecosystem.
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.
The U.S. market environment remained relatively constructive during the three months ended September 30, 2024, as inflationary pressures eased, the Federal Reserve began its long-awaited rate cutting cycle and economic data showed the domestic economy remained on relatively stable footing.
Inflation showed continued signs of moderating during the third quarter of 2024, progressing steadily towards the Federal Reserve’s long-term target of 2.0%. The September reading of the U.S. Consumer Price Index (“CPI”) showed prices increased 2.5% over the prior twelve months, a slower rate of growth than the 3.0% level observed as of the end of the second quarter of 2024. Similarly core CPI, which excludes food and energy, fell to 3.2% annual growth as of the latest reading, down from 3.3% as of the end of the second quarter.
The U.S. September labor report showed hiring accelerated during the month and that the labor weakness experienced over the summer was not as weak as initially thought, fueling hopes the economy would achieve a “soft landing”. The September labor report showed the economy added 254,000 payrolls during the month, and the unemployment rate ticked down to 4.1% from 4.2% the month prior.
Progress on inflation and strength in the labor market led the Federal Reserve to cut interest rates during the quarter for the first time since the onset of the COVID-19 pandemic in 2020. After holding target Federal Funds rate steady at 5.25%-5.50% at its July meeting, the Federal Reserve cut rates by 50 basis points during it September meeting, lowering the target Federal Funds range to 4.75%-5.00%. Quarterly projections released at the September meeting showed a narrow majority of Federal Reserve officials penciled in cuts that would lower rates by at least a quarter-point each at meetings to be held in November and December.
U.S. Treasury yields fell relatively sharply during the third quarter of 2024, with moves more pronounced towards the shorter end of the curve. Yields on the 10-Year Treasury fell 65 basis points relative to the end of the second quarter of 2024, closing the quarter at 3.88%. 2-Year Treasury yields fell approximately 111 basis points, ending the quarter at 3.64%. The 2-Year / 10-Year Treasury split normalized, with yields on the 10-Year Treasury eclipsing those of the 2-Year Treasury in September for the first time since 2022.
In corporate credit markets, both U.S. and European high yield generated positive performance in the third quarter of 2024. According to J.P. Morgan data, U.S. high yield gained 5.3% and the European market returned 3.3% during the three-month period. In the United States, high yield bond spreads tightened by 6 basis points to 345 basis points, approaching post-GFC lows, while in Europe, high yield spreads widened 9 basis points to end the quarter at 425 basis points. The high yield default rate, measured on a trailing twelve-month basis, declined modestly from 1.8% to 1.6% in the United States and from 2.8% to 2.7% in Europe. Additionally, the J.P. Morgan U.S. Leveraged Loan Index posted a 2.04% return, and the J.P. Morgan European Leveraged Loan Index posted a 1.93% 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 7.75% and 452 basis point spread, while the European Leverage Loan Index ended the quarter at a yield of 7.19% and 493 basis point spread.
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Equities posted healthy gains for the three months ended September 30, 2024, despite pronounced moments of volatility intra-quarter. In the U.S., the S&P 500, Nasdaq and Dow Jones rose 5.5%, 2.6% and 8.2%, respectively, during the quarter, as the economy remained on solid footing while the Federal Reserve began to cut interest rates. Interest rate sensitive sectors led the market higher, with Utilities, Real Estate and Industrials sectors recording gains of 18.5%, 16.3% and 11.2%, respectively, during the quarter. Technology and Communication Services, which were market leaders during the first half of the year, were relative laggards as the momentum of investors flocking stocks associated with AI slowed. Energy was the only sector in the negative for the quarter, falling (3.1%). Volatility in the U.S. equity market, as measured by the CBOE Volatility Index, was modestly higher for the three months ended September 30, 2024, ending the quarter at 16.7, up from 12.4 as of the end of the prior quarter. Global equities markets experienced similar trends to those in the United States, with the MSCI Europe Index rising 2.0%, the MSCI Asia Index rising 8.0%, booted by stimulus measures taken in China, and the MSCI World Index up 6.0%.
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 28% of the outstanding Common Units and 100% of the interests in certain intermediate holding companies as of September 30, 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 nine months ended September 30, 2024 to the sellers of Angelo Gordon as a result of post close net working capital adjustments;
•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, 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.
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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 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 Condensed Consolidated Statements of Financial Condition and net income (loss) attributable to non-controlling interests on the Condensed Consolidated Statements of Operations.
We are not required under U.S. GAAP to consolidate the majority of investment funds we advise in our Condensed 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.
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 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.
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.
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 condensed consolidated results of operations for the periods presented:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(dollars in thousands, except share and per share data)
Revenues
Fees and other$524,733 $366,149 $1,559,828 $1,004,723 
Capital allocation-based income (loss)330,670 (205,794)863,840 402,051 
Total revenues855,403 160,355 2,423,668 1,406,774 
Expenses
Compensation and benefits:
Cash-based compensation and benefits205,641 123,160 603,463 359,278 
Equity-based compensation242,405 136,650 697,855 449,109 
Performance allocation compensation223,637 (120,770)553,824 272,648 
Total compensation and benefits671,683 139,040 1,855,142 1,081,035 
General, administrative and other141,262 101,596 463,078 311,013 
Depreciation and amortization32,400 7,701 97,444 24,227 
Interest expense 21,789 7,792 64,413 23,728 
Expenses of consolidated Public SPACs— 81 — 1,053 
Total expenses867,134 256,210 2,480,077 1,441,056 
Investment income (loss)
Net (losses) gains from investment activities(8,483)(4,203)(30,333)11,459 
Interest, dividends and other 12,670 10,994 39,390 28,948 
Investment and other income of consolidated Public SPACs— 2,596 — 8,359 
Total investment income4,187 9,387 9,057 48,766 
(Loss) income before income taxes(7,544)(86,468)(47,352)14,484 
Income tax expense13,881 8,244 40,657 33,511 
Net loss(21,425)(94,712)(88,009)(19,027)
Net income attributable to redeemable equity in Public SPACs— 5,148 — 12,044 
Net loss attributable to non-controlling interests in TPG Operating Group(33,503)(49,556)(145,832)(100,354)
Net income (loss) attributable to other non-controlling interests3,117 (64,971)47,320 2,366 
Net income attributable to TPG Inc.$8,961 $14,667 $10,503 $66,917 
Net income (loss) per share data:
Net income (loss) available to Class A common stock per share
Basic$0.04 $0.14 $(0.04)$0.73 
Diluted$(0.08)$(0.09)$(0.37)$(0.08)
Weighted-average shares of Class A common stock outstanding
Basic103,358,21280,617,05798,073,67580,223,076
Diluted364,836,508309,269,698364,651,518309,201,724
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Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Revenues
Revenues consisted of the following for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30,
20242023Change%
($ in thousands)
Management fees$410,773 $278,965 $131,808 47 %
Transaction, monitoring and other fees53,129 31,614 21,515 68 %
Expense reimbursements and other60,831 55,570 5,261 9 %
Total fees and other524,733 366,149 158,584 43 %
Performance allocations307,953 (200,079)508,032 254 %
Capital interests22,717 (5,715)28,432 498 %
Total capital allocation-based income330,670 (205,794)536,464 261 %
Total revenues$855,403 $160,355 $695,048 433 %
Fees and other revenues increased by $158.6 million, or 43%, during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. This change resulted from a $131.8 million increase in management fees, a $21.5 million increase in transaction, monitoring and other fees and a $5.3 million increase in expense reimbursements and other.
Management Fees. Management fees increased by $131.8 million, or 47%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.
This change was primarily driven by the addition of $133.4 million in management fees from TPG Angelo Gordon, acquired in November 2023. During the three months ended September 30, 2024, we recognized $83.5 million in fees from TPG AG Credit, largely driven by MVP Fund, MMDL IV and Credit Solutions II, and $49.9 million from TPG AG Real Estate, largely driven by the Realty Value XI, Realty Value X, Asia Realty V and Net Lease Realty IV.
Management fees from our Capital platform decreased $15.4 million during the three months ended September 30, 2024. The change is primarily due to catch-up fees earned from Asia VIII and TPG IX during the three months ended September 30, 2023 and a decrease in the fee basis of TPG VII resulting from the realization of portfolio investments.
Management fees from our Growth platform increased $6.9 million primarily due to increases from Growth VI, which was activated during the fourth quarter of 2023, partially offset by a decrease in fees from Growth V as a result of a step down in fee basis from committed to invested capital during the first quarter of 2024.
Management fees from our Impact platform decreased by $0.8 million during the three months ended September 30, 2024 compared to three months ended September 30, 2023.
Management fees from our Real Estate platform increased by $0.4 million during the three months ended September 30, 2024 compared to three months ended September 30, 2023.
Management fees from our Market Solutions platform increased $7.3 million, primarily from TGS as a result of additional fee earning capital raised during the three months ended September 30, 2024, partially offset by a decrease in fees from TPEP as a result of a decrease in fee earning AUM.
Certain management fees totaling $15.0 million earned during the three months ended September 30, 2024 were considered catch-up fees as a result of additional capital commitments from limited partners. Catch-up fees primarily consisted of $10.3 million for TGS, which had its final close during the three months ended September 30, 2024.
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Transaction, Monitoring and Other Fees. Transaction, monitoring and other fees increased by $21.5 million, or 68%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change was primarily driven by a $10.1 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer. In addition, fee-related performance revenues increased by $5.6 million for the three months ended September 30, 2024 related to TCAP which was acquired as part of the acquisition of TPG Angelo Gordon in November 2023.
Expense Reimbursements and Other. Expense reimbursements and other increased by $5.3 million, or 9%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change was primarily due to the acquisition of TPG Angelo Gordon in November 2023.
Performance Allocations. Performance allocations increased by $508.0 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Realized performance allocation gains for the three months ended September 30, 2024 and 2023 totaled $159.1 million and $249.0 million, respectively. Unrealized performance allocation gains for the three months ended September 30, 2024 totaled $148.9 million. Unrealized performance allocation losses for the three months ended September 30, 2023 totaled $449.1 million.
The table below highlights performance allocations for the three months ended September 30, 2024 and 2023, and separates the entities listed into two categories to reflect the Reorganization: (i) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (ii) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.
Three Months Ended September 30,
20242023Change%
($ in thousands)
TPG Operating Group Shared:
Capital(1)
$154,163 $(90,687)$244,850 270 %
Growth(1)
75,421 (27,462)102,883 375 %
Impact40,962 6,981 33,981 487 %
TPG Angelo Gordon
TPG AG Credit107,163 — 107,163 NM
TPG AG Real Estate(15,125)— (15,125)NM
Real Estate(198)(6,756)6,558 97 %
Market Solutions(3,588)(12,862)9,274 72 %
Total TPG Operating Group Shared:$358,798 $(130,786)$489,584 374 %
TPG Operating Group Excluded:
Capital$(19,301)$(2,894)$(16,407)(567)%
Growth(30,955)(62,937)31,982 51 %
Real Estate(589)(3,462)2,873 83 %
Total TPG Operating Group Excluded(2)
(50,845)(69,293)18,448 27 %
Total Performance Allocations$307,953 $(200,079)$508,032 254 %
___________
(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 will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022.
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Performance allocation income was $308.0 million for three months ended September 30, 2024 compared to losses of $200.1 million for three months ended September 30, 2023. This change was primarily driven by higher performance allocations from our Capital, Growth and Impact platforms during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, and by the acquisition of TPG Angelo Gordon in November 2023, which contributed $92.0 million of net gains during the three months ended September 30, 2024.
Performance allocation income from our Capital platform was $154.2 million for the three months ended September 30, 2024 compared to losses of $90.7 million for the three months ended September 30, 2023. Performance allocation income for the three months ended September 30, 2024 was largely driven by gains of $74.5 million from TPG VIII, $37.9 million from TPG Healthcare Partners and $24.3 million from TPG VII, partially offset by losses of $27.1 million from Asia VI. Performance allocation losses for the three months ended September 30, 2023 were primarily attributable to losses of $36.4 million from TPG VIII, $31.6 million from Asia VII, $22.8 million from TPG VII and $21.5 million from THP I, partially offset by gains of $11.8 million from TPG IX.
Performance allocation income from our Growth platform was $75.4 million for the three months ended September 30, 2024 compared to losses of $27.5 million for the three months ended September 30, 2023. Performance allocation income for the three months ended September 30, 2024 was primarily driven by $42.0 million from Growth IV, $33.0 million from Growth V and $7.0 million from TTAD II, partially offset by losses of $11.5 million from Growth III. Performance allocation losses for the three months ended September 30, 2023 were primarily attributable to losses of $16.1 million from TTAD I and $7.8 million from Growth III.
Performance allocation income from our Impact platform was $41.0 million for the three months ended September 30, 2024 compared to $7.0 million for the three months ended September 30, 2023. Performance allocation income for the three months ended September 30, 2024 was largely driven by gains of $20.0 million from Rise II and $19.0 million from Rise III. Performance allocation income for the three months ended September 30, 2023 was primarily attributable to gains of $5.7 million from Rise I and $5.0 million from Rise II, offset by losses of 3.7 million from Rise Climate I.
TPG AG Credit generated performance allocation income for the three months ended September 30, 2024 of $107.2 million primarily attributable to $23.2 million from Credit Solutions II, $17.2 million from MVP Fund, $11.2 million from MMDL IV, $6.9 million from ABC Fund and $5.9 million from Essential Housing II. TPG AG Real Estate generated net losses of $15.1 million for the three months ended September 30, 2024 mainly due to losses of $40.1 million from Realty Value X and $11.7 million from Asia Realty IV, which were partially offset by gains of $19.4 million from Net Lease Realty III.
Performance allocation losses from our Real Estate platform was $0.2 million for the three months ended September 30, 2024 compared to losses of $6.8 million for the three months ended September 30, 2023.
Performance allocation losses of $3.6 million from our Market Solutions platform for the three months ended September 30, 2024 were primarily driven by $6.9 million of loss from NewQuest IV, partially offset by net gains of $2.1 million from TGS during the three months ended September 30, 2024. Performance allocation losses for the three months ended September 30, 2023 were primarily attributable to losses of $11.8 million from TPEP, $6.6 million from NewQuest III, partially offset by gains of $8.5 million from NewQuest V.
TPG Operating Group Excluded generated losses of $50.8 million during the three months ended September 30, 2024 compared to $69.3 million during the three months ended September 30, 2023. Performance allocation losses for three months ended September 30, 2024 were primarily driven by losses of $16.0 million from Biotech III from our Growth platform and $8.5 million from Asia V from our Capital platform. Performance allocation losses for the three months ended September 30, 2023 were primarily attributable to losses of $43.2 million from Gator and $13.4 million from Growth II within our Growth platform.
As of September 30, 2024, accrued performance allocations presented as investments in the Condensed Consolidated Statements of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $5.7 billion. As of September 30, 2024, accrued performance allocations presented as investments in the Condensed Consolidated Statements 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 $28.4 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change was primarily attributable to gains on our investments in TPG VII, TPG IX and Growth IV, which were partially offset by losses from our investments in Asia VI during the three months ended September 30, 2024. During the three months ended September 30, 2023, we recognized losses on our investments in Asia VII, TPG VII and TPG VIII.
Expenses
Cash-Based Compensation and Benefits. Cash-based compensation and benefits expense increased by $82.5 million, or 67%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change was 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 $105.8 million, or 77%, for the three months ended September 30, 2024 compared to the three months ended September 30, 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 restricted stock unit grants to TPG employees, certain of our executives and TPG Angelo Gordon employees, as described in Note 14 to the Condensed Consolidated Financial Statements.
Performance Allocation Compensation. Performance allocation compensation increased by $344.4 million for the three months ended September 30, 2024 compared to the three months ended September 30, 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 $39.7 million, or 39%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change was primarily driven by the increase in expenses as part of the acquisition of TPG Angelo Gordon in November 2023.
Depreciation and Amortization. Depreciation and amortization increased by $24.7 million for the three months ended September 30, 2024 compared to the three months ended September 30, 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 $14.0 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to additional interest expense on our Senior Notes and Subordinated Notes issued during the first quarter of 2024, as described in Note 8 to the Condensed Consolidated Financial Statements.
Expenses of Consolidated Public SPACs. Expenses of consolidated Public SPACs decreased by $0.1 million for the three months ended September 30, 2024 compared to the three months ended September 30, 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 $8.5 million for three months ended September 30, 2024 compared to a loss of $4.2 million for the three months ended September 30, 2023. This change was primarily attributable to net loss of $7.2 million from our investment in NRDY during the three months ended September 30, 2024.
Interest, Dividends and Other. Interest, dividends and other increased by $1.7 million, or 15%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This increase was primarily driven by additional interest 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 three months ended September 30, 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 all outstanding shares of the Public SPACs during the year ended December 31, 2023.
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Income Tax Expense. Income tax expense increased by $5.6 million, or 68%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 primarily due to certain compensation expenses that are not tax deductible in the three months ended September 30, 2024.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Revenues
Revenues consisted of the following for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
20242023Change%
($ in thousands)
Management fees$1,231,534 $787,464 $444,070 56 %
Transaction, monitoring and other fees146,012 54,079 91,933 170 %
Expense reimbursements and other182,282 163,180 19,102 12 %
Total fees and other1,559,828 1,004,723 555,105 55 %
Performance allocations798,473 377,974 420,499 111 %
Capital interests65,367 24,077 41,290 171 %
Total capital allocation-based income863,840 402,051 461,789 115 %
Total revenues$2,423,668 $1,406,774 $1,016,894 72 %
Fees and other revenues increased by $555.1 million, or 55%, during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. This change resulted from a $444.1 million increase in management fees, a $91.9 million increase in transaction, monitoring and other fees and a $19.1 million increase in expense reimbursements and other.
Management Fees. Management fees increased by $444.1 million, or 56%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
This change was primarily driven by the addition of $403.0 million in management fees from TPG Angelo Gordon, acquired in November 2023. During the nine months ended September 30, 2024, we recognized $248.5 million in fees from TPG AG Credit, largely driven by the MVP Fund, MMDL IV, Credit Solutions II and MMDL Fund III, and $154.5 million from TPG AG Real Estate, largely driven by the Realty Value XI, Realty Value X, Asia Realty V, Europe Realty IV and Net Lease Realty III.
Management fees from our Capital platform increased $27.1 million during the nine months ended September 30, 2024. Fee earning capital raised during the last twelve months ended September 30, 2024 resulted in additional fees from Asia VIII, THP II and TPG IX, partially offset by Asia VI and TPG VIII resulting from fee credits applied during the nine months ended September 30, 2024.
Management fees from our Growth platform increased $11.5 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, 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 $4.0 million, primarily attributable to Evercare, which had a step down in fee basis from committed to invested capital during the fourth quarter of 2023, partially offset by additional fees from TPG NEXT, which was activated during the fourth quarter of 2023.
Management fees from our Real Estate platform decreased $5.8 million, primarily due to TREP III, which experienced 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 $12.3 million primarily due to TGS and NewQuest V as a result of additional fee earning capital raised during the twelve months ended September 30, 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 $47.9 million earned during the nine months ended September 30, 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 $91.9 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This change was primarily driven by a $66.6 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 $19.1 million, or 12%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This change was primarily due to the acquisition of TPG Angelo Gordon in November 2023.
Performance Allocations. Performance allocations increased by $420.5 million, or 111%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Realized performance allocation gains for the nine months ended September 30, 2024 and 2023 totaled $492.0 million and $433.3 million, respectively. Unrealized performance allocation gains for the nine months ended September 30, 2024 totaled $306.4 million. Unrealized performance allocation losses for the nine months ended September 30, 2023 totaled $55.3 million.
The table below highlights performance allocations for the nine months ended September 30, 2024 and 2023, and separates the entities listed into two categories to reflect the Reorganization: (i) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (ii) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.
Nine Months Ended September 30,
20242023Change%
($ in thousands)
TPG Operating Group Shared:
Capital(1)
$308,038 $273,804 $34,234 13 %
Growth(1)
226,429 47,353 179,076 378 %
Impact100,000 128,182 (28,182)(22)%
TPG Angelo Gordon
TPG AG Credit283,668 — 283,668 NM
TPG AG Real Estate(51,093)— (51,093)NM
Real Estate12,073 (16,156)28,229 175 %
Market Solutions(27,941)30,661 (58,602)(191)%
Total TPG Operating Group Shared:$851,174 $463,844 $387,330 84 %
TPG Operating Group Excluded:
Capital$(18,577)$(54,819)$36,242 66 %
Growth(32,367)(22,349)(10,018)(45)%
Real Estate(1,757)(8,702)6,945 80 %
Total TPG Operating Group Excluded(2)
(52,701)(85,870)33,169 39 %
Total Performance Allocations$798,473 $377,974 $420,499 111 %
___________
(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 will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022.
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Performance allocation income was $798.5 million for nine months ended September 30, 2024 compared to $378.0 million for nine months ended September 30, 2023. This change was primarily driven by higher performance allocations from our Capital, Growth and Real Estate platforms during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, and by the acquisition of TPG Angelo Gordon in November 2023, which contributed $232.6 million of net gains during the nine months ended September 30, 2024.
Performance allocation income from our Capital platform was $308.0 million for the nine months ended September 30, 2024 compared to $273.8 million for the nine months ended September 30, 2023. Performance allocation income for the nine months ended September 30, 2024 was largely driven by gains of $171.2 million from TPG VII, $111.3 million from TPG VIII and $79.6 million from TPG IX, partially offset by losses of $75.0 million from Asia VII and $41.1 million from Asia VI. Performance allocation income for the nine months ended September 30, 2023 was primarily driven by gains of $187.4 million from TPG VIII, $38.0 million from TPG VII and $31.1 million from TPG AAF, offset by losses of $38.1 million from Asia VI.
Performance allocation income from our Growth platform was $226.4 million for the nine months ended September 30, 2024 compared to $47.4 million for the nine months ended September 30, 2023. Performance allocation income for the nine months ended September 30, 2024 was primarily driven by $102.2 million from Growth IV, $78.1 million from Growth V and $62.1 million from TTAD II. Performance allocation income for the nine months ended September 30, 2023 was primarily driven by gains of $37.9 million from Growth IV and $35.8 million from Growth V.
Performance allocation income from our Impact platform was $100.0 million for the nine months ended September 30, 2024 compared to $128.2 million for the nine months ended September 30, 2023. Performance allocation income for the nine months ended September 30, 2024 was largely driven by gains of $47.9 million from Rise III and $44.5 million from Rise Climate I, partially offset by losses of $15.6 million from Rise I. Performance allocation income for the nine months ended September 30, 2023 was primarily driven by gains of $97.2 million from Rise Climate I and $40.3 million from Rise II.
TPG AG Credit generated income of $283.7 million primarily attributable to $57.4 million from MVP Fund, $48.9 million from Credit Solutions II, $30.3 million from MMDL IV, $19.8 million from ABC Fund and $16.9 million from Essential Housing II. TPG AG Real Estate generated net losses of $51.1 million mainly due to losses of $58.6 million from Realty X and $11.5 million from Asia Realty IV, which were partially offset by gains of $18.5 million from Europe Realty III and $3.6 million from Japan Value.
TREP III within the Real Estate platform generated $12.1 million of gains during the nine months ended September 30, 2024 compared to a losses of $16.2 million during the nine months ended September 30, 2023.
Performance allocation losses of $27.9 million from our Market solutions platform were primarily driven by $29.4 million of loss from NewQuest III and $18.5 million from NewQuest IV, partially offset by net gains of $9.1 million from NewQuest V during the nine months ended September 30, 2024. Performance allocation income for the nine months ended September 30, 2023 was primarily driven by gains of $20.9 million from TPEP and $9.8 million from NewQuest.
TPG Operating Group Excluded generated losses of $52.7 million during the nine months ended September 30, 2024 compared to a loss of $85.9 million during the nine months ended September 30, 2023. Performance allocation losses for nine months ended September 30, 2024 were primarily driven by losses of $27.3 million from Biotech III from our Growth platform and $8.5 million from Asia V from our Capital platform, partially offset by gains of $5.6 million from Biotech V from our Growth platform.
As of September 30, 2024, accrued performance allocations presented as investments in the Condensed Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $5.7 billion. As of September 30, 2024, accrued performance allocations presented as investments in the Condensed Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group excluded TPG general partner entities totaled $0.3 billion.
Capital Interests. Capital interests income increased by $41.3 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This change was primarily attributable to gains from our investments in TPG VII, TPG IX and TRTX, offset by losses from our investment in Asia VII during the nine months ended September 30, 2024. During the nine months ended September 30, 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.
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Expenses
Cash-Based Compensation and Benefits. Cash-based compensation and benefits expense increased by $244.2 million, or 68%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This change was 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 $248.7 million, or 55%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 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 restricted stock unit grants to TPG employees, certain of our executives and TPG Angelo Gordon employees, as described in Note 14 to the Condensed Consolidated Financial Statements.
Performance Allocation Compensation. Performance allocation compensation increased by $281.2 million, or 103%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 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 $152.1 million, or 49%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This change was primarily driven by the increase in expenses as part of the acquisition of TPG Angelo Gordon in November 2023.
Depreciation and Amortization. Depreciation and amortization increased by $73.2 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 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 $40.7 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 primarily due to additional interest expense on our Senior Notes and Subordinated Notes issued during the nine months ended September 30, 2024, as described in Note 8 to the Condensed 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 nine months ended September 30, 2024 compared to the nine months ended September 30, 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 $30.3 million for nine months ended September 30, 2024 compared to a gain of $11.5 million for the nine months ended September 30, 2023. This change was primarily attributable to a net loss of $25.8 million from our investment in NRDY during the nine months ended September 30, 2024.
Interest, Dividends and Other. Interest, dividends and other increased by $10.4 million, or 36%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 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 nine months ended September 30, 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.
Income Tax Expense. Income tax expense increased by $7.1 million or 21% for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 primarily due to an increase in certain compensation expenses that are not tax deductible, offset by a decrease in net income attributable to TPG Inc. during the nine months ended September 30, 2024.
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Unaudited Condensed Consolidated Statements of Financial Condition (U.S. GAAP basis)
September 30, 2024December 31, 2023
($ in thousands)
Assets
Cash and cash equivalents$1,164,491 $665,188 
Investments 7,355,238 6,724,112 
Due from affiliates317,659 418,977 
Intangible assets and goodwill1,002,923 1,085,587 
Other assets681,707 475,808 
Total assets$10,522,018 $9,369,672 
Liabilities and Equity
Debt obligations$1,329,682 $945,052 
Due to affiliates408,180 143,175 
Accrued performance allocation compensation4,319,333 4,096,052 
Other liabilities1,077,734 824,259 
Total liabilities$7,134,929 $6,008,538 
Equity
Class A common stock $0.001 par value, 2,340,000,000 shares authorized (103,928,846 and 80,596,501 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)$104 $80 
Class B common stock $0.001 par value, 750,000,000 shares authorized (260,911,927 and 281,657,626 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)261 282 
Preferred stock, $0.001 par value, 25,000,000 shares authorized (0 issued and outstanding as of September 30, 2024 and December 31, 2023)— — 
Additional paid-in-capital879,489 613,476 
Accumulated deficit (156,694)(34,681)
Other non-controlling interests2,663,929 2,781,977 
Total equity3,387,089 3,361,134 
Total liabilities and equity$10,522,018 $9,369,672 
Cash and cash equivalents increased $499.3 million during the nine months ended September 30, 2024 primarily due to $399.0 million of proceeds from our Senior Notes, 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 $631.1 million during the nine months ended September 30, 2024 primarily due to net capital allocation-based income of $863.8 million and purchases of $519.3 million, which were partially offset by proceeds of $843.2 million.
Other assets increased $205.9 million during the nine months ended September 30, 2024 primarily due to the deferred tax assets recorded in connection with the exchange of Common Units described in Note 15 to the Condensed Consolidated Financial Statements.
Debt obligations increased $384.6 million during the nine months ended September 30, 2024 primarily due to the Senior Notes and Subordinated Notes offerings and a borrowing 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 $265.0 million during the nine months ended September 30, 2024 primarily due to an increase of $230.8 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 $223.3 million for the nine months ended September 30, 2024, primarily attributable to net increases in performance fee compensation expense of $553.8 million, partially offset by settlements of performance allocation compensation of $332.8 million during the nine months ended September 30, 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 Condensed 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 Condensed 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 Condensed 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 three and nine months ended September 30, 2024 and 2023:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
($ in thousands)
Management fees$407,163 $278,503 $1,223,122 $783,113 
Fee-related performance revenues5,557 — 13,917 — 
Transaction, monitoring and other fees, net43,153 30,892 111,454 52,428 
Other income3,969 11,947 21,553 36,986 
Fee-Related Revenues459,842 321,342 1,370,046 872,527 
Cash-based compensation and benefits, net174,514 99,605 520,943 295,648 
Fee-related performance compensation2,778 — 6,958 — 
Operating expenses, net91,783 65,670 267,743 196,099 
Fee-Related Expenses269,075 165,275 795,644 491,747 
Fee-Related Earnings190,767 156,067 574,402 380,780 
Realized performance allocations, net32,112 43,376 89,643 55,031 
Realized investment income and other, net(2,529)5,672 (5,934)(22,265)
Depreciation expense(5,045)(1,235)(15,382)(3,579)
Interest expense, net(9,118)2,706 (26,777)2,489 
Distributable Earnings206,187 206,586 615,952 412,456 
Income taxes(16,742)(11,007)(39,243)(32,797)
After-Tax Distributable Earnings$189,445 $195,579 $576,709 $379,659 
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Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Fee-Related Revenues
Fee-related revenues increased by $138.5 million, or 43%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The change was primarily due to additional management fees of $128.7 million and transaction, monitoring and other fees, net of $12.3 million, partially offset by a decrease of other income of $8.0 million.
Management Fees
The following table presents management fees in our platforms for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30,
20242023
($ in thousands)
Capital$121,415 $134,305 
Growth45,944 38,134 
Impact48,618 49,101 
TPG Angelo Gordon
TPG AG Credit77,194 — 
TPG AG Real Estate49,877 — 
Real Estate36,001 36,170 
Market Solutions28,114 20,793 
Total Management Fees$407,163 $278,503 
Management fees increased by $128.7 million, or 46%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.
This change was primarily driven by the addition of $127.1 million in management fees from TPG Angelo Gordon, acquired in November 2023. During the three months ended September 30, 2024, we recorded $77.2 million in fees from TPG AG Credit, largely driven by MMDL IV, MVP Fund and Credit Solutions II, and $49.9 million from TPG AG Real Estate, largely driven by the Realty Value XI, Realty Value X, Asia Realty V and Net Lease Realty IV.
Management fees from our Capital platform decreased $12.9 million during the three months ended September 30, 2024 primarily due to higher catch-up fees earned during the three months ended September 30, 2023 as a result of additional capital commitments from limited partners in Asia VIII and TPG IX. Additionally, the actively invested capital base of TPG VII decreased after certain investments were fully realized.
Management fees from our Growth platform increased $7.8 million primarily due to Growth VI, which was activated during the fourth quarter of 2023, partially offset by a decrease in fees from Growth V primarily driven by a step down in fee basis from committed to invested capital during the first quarter of 2024.
Management fees from our Impact platform decreased $0.5 million during the three months ended September 30, 2024 compared to three months ended September 30, 2023.
Management fees from our Real Estate platform decreased $0.2 million during the three months ended September 30, 2024 compared to three months ended September 30, 2023.
Management fees from our Market Solutions platform increased $7.3 million primarily due to TGS as a result of additional fee earning capital raised during the three months ended September 30, 2024, partially offset by a decrease in fees from TPEP resulting from a decrease in fee earning AUM.
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Certain management fees totaling $15.0 million earned during the three months ended September 30, 2024 were considered catch-up fees as a result of additional capital commitments from limited partners. Catch-up fees primarily consisted of $10.3 million for TGS, which had its final close during the three months ended September 30, 2024.
Fee-Related Performance Revenues
The following table presents fee-related performance revenues for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30,
20242023
($ in thousands)
TPG AG Credit$5,557 $— 
Total Fee-Related Performance Revenues$5,557 $— 
Fee-related performance revenues increased by $5.6 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, due to the addition of TCAP as part of the acquisition of TPG Angelo Gordon in November 2023.
Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30,
20242023
($ in thousands)
Capital$1,274 $696 
Growth297 53 
Impact1,848 1,560 
TPG Angelo Gordon
TPG AG Credit726 — 
TPG AG Real Estate267 — 
Real Estate19 — 
Market Solutions38,722 28,583 
Total Transaction, Monitoring and Other Fees, Net$43,153 $30,892 
Transaction, monitoring and other fees, net increased by $12.3 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change was primarily driven by a $10.1 million increase in our Market Solutions platform as a result of capital markets activity among our portfolio companies involving our broker-dealer.
Other Income
Total other income decreased by $8.0 million, or 67%, for the three months ended September 30, 2024 compared to the three months ended September 30, 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 $103.8 million, or 63%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change was primarily due to an increase in cash-based compensation and benefits, net of $74.9 million and operating expenses, net of $26.1 million.
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Cash-Based Compensation and Benefits, Net
The following table presents cash-based compensation and benefits, net for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30,
20242023
($ in thousands)
Salaries $88,359 $53,817 
Bonuses73,437 48,302 
Benefits and other37,232 16,773 
Reimbursements(24,514)(19,286)
Total Cash-Based Compensation and Benefits, Net$174,514 $99,605 
Cash-based compensation and benefits, net increased by $74.9 million, or 75%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change was primarily driven by the acquisition of TPG Angelo Gordon in November 2023, partially offset by an increase in reimbursements.
Fee-Related Performance Compensation
The following table presents fee-related performance compensation for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30,
20242023
($ in thousands)
TPG AG Credit$2,778 $— 
Total Fee-related Performance Compensation$2,778 $— 
Total fee-related performance compensation increased by $2.8 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 due to fees generated by TCAP, which was part of the acquisition of TPG Angelo Gordon in November 2023.
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 by $26.1 million, or 40%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This change was primarily due to the acquisition of TPG Angelo Gordon in November 2023.
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Realized Performance Allocations, Net
The following table presents realized performance allocations, net from our platforms for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30,
20242023
($ in thousands)
Capital$11,522 $42,693 
Growth6,529 — 
Impact1,905 683 
TPG Angelo Gordon
TPG AG Credit8,081 — 
TPG AG Real Estate30 — 
Real Estate4,045 — 
Total Realized Performance Allocations, Net$32,112 $43,376 
Realized performance allocations, net of $32.1 million for the three months ended September 30, 2024 were generated from realizations of $11.5 million from TPG VII in the Capital platform, $5.0 million from Growth IV in the Growth platform, $4.0 million from TREP III in the Real Estate platform, and $2.4 million from MMDL IV in TPG AG Credit. The activity consisted of realizations sourced from portfolio companies including Viking Cruises and CLEAResult.
Realized performance allocations, net of $43.4 million for the three months ended September 30, 2023 were generated from realizations of $38.9 million from TPG AAF and $3.8 million from TPG VIII in the Capital platform and $0.7 million from Rise Climate I in the Impact platform. The activity consisted of realizations sourced from portfolio companies, including Creative Artists Agency and DirecTV.
Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30,
20242023
($ in thousands)
Investments in funds$5,873 $20,704 
Non-core income (expense)(8,402)(15,032)
Total Realized Investment Income and Other, Net$(2,529)$5,672 
The change in realized investment income and other, net of $8.2 million during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 resulted primarily from a decrease in realizations from certain investments in our funds, partially offset by a decline in our non-core expense. Our non-core activity includes costs related to the acquisition and integration of TPG Angelo Gordon, totaling $3.3 million for the three months ended September 30, 2024 and $9.2 million for the three months ended September 30, 2023.
Depreciation
Depreciation expense increased $3.8 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 due to the acquisition of TPG Angelo Gordon.
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Interest Expense, Net
The following table presents interest expense, net for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30,
20242023
($ in thousands)
Interest expense$22,063 $7,792 
Interest (income)(12,945)(10,498)
Interest Expense, Net$9,118 $(2,706)
Interest expense, net increased by $11.8 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to additional interest expense on our Senior Notes and Subordinated Notes issued during the first quarter of 2024, as described in Note 8 to the Condensed Consolidated Financial Statements.
Distributable Earnings
The decrease in DE for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily due to an increase in interest expense, net and a decrease in realized performance allocations, net. This was largely offset by an increase in Fee-Related Earnings.
Income Taxes
Income taxes increased $5.7 million, or 52%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 primarily due to an increase in distributable earnings allocable to TPG Inc. and an increase in statutory taxes in the three months ended September 30, 2024.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Fee-Related Revenues
Fee-related revenues increased by $497.5 million, or 57%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to additional management fees of $440.0 million and an increase in transaction, monitoring and other fees, net of $59.0 million, partially offset by a decrease in other income of $15.4 million.
Management Fees
The following table presents management fees in our platforms for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
20242023
($ in thousands)
Capital$397,095 $352,695 
Growth125,303 112,285 
Impact144,803 147,507 
TPG Angelo Gordon
TPG AG Credit228,664 — 
TPG AG Real Estate154,348 — 
Real Estate105,627 114,685 
Market Solutions67,282 55,941 
Total Management Fees$1,223,122 $783,113 
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Management fees increased by $440.0 million, or 56%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
This change was primarily driven by the addition of $383.0 million in management fees from TPG Angelo Gordon, acquired in November 2023. During the nine months ended September 30, 2024, we recorded $228.7 million in fees from TPG AG Credit, largely driven by MMDL IV, MVP Fund, Credit Solutions II and MMDL III, and $154.3 million from TPG AG Real Estate, largely driven by Realty Value XI, Realty Value X, Asia Realty V, Europe Realty IV and Net Lease Realty III.
Management fees from our Capital platform increased $44.4 million during the nine months ended September 30, 2024. Fee earning capital raised during the last twelve months ended September 30, 2024 resulted in additional fees from Asia VIII, THP II and TPG IX, partially offset by AAF’s invested capital base being fully realized in the third quarter of 2023.
Management fees from our Growth platform increased $13.0 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, 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 $2.7 million, primarily attributable to Evercare, which had a step down in fee basis from committed to invested capital during the fourth quarter of 2023, partially offset by additional fees from TPG NEXT, which was activated during the fourth quarter of 2023.
Management fees from our Real Estate platform decreased $9.1 million primarily due to TREP III, resulting from 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 $11.3 million primarily due to TGS and NewQuest V as a result of additional fee earning capital raised during the last twelve months ended September 30, 2024, partially offset by a decrease in fees from TPEP as a result of a decrease in fee earning AUM.
Certain management fees earned during the nine months ended September 30, 2024, totaling $47.9 million, 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 $8.7 million for TGS.
Fee-Related Performance Revenues
The following table presents fee-related performance revenues for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
20242023
($ in thousands)
TPG AG Credit$13,917 $— 
Total Fee-Related Performance Revenues$13,917 $— 
Fee-related performance revenues increased by $13.9 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, due to the addition of TCAP as part of the acquisition of TPG Angelo Gordon in November 2023.
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Transaction, Monitoring and Other Fees, Net
The following table presents transaction, monitoring and other fees, net in our platforms for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
20242023
($ in thousands)
Capital$4,128 $2,487 
Growth734 280 
Impact4,563 4,766 
TPG Angelo Gordon
TPG AG Credit2,232 — 
TPG AG Real Estate1,993 — 
Real Estate19 — 
Market Solutions97,785 44,895 
Total Transaction, Monitoring and Other Fees, Net$111,454 $52,428 
Transaction, monitoring and other fees, net increased by $59.0 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This change was primarily driven by a $52.9 million increase in our Market Solutions platform as a result of capital markets activity among our portfolio companies involving our broker-dealer.
Other Income
Total other income decreased by $15.4 million, or 42%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 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 $303.9 million, or 62%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily comprised of higher compensation and benefits, net of $225.3 million and an increase in operating expenses, net of $71.6 million.
Cash-Based Compensation and Benefits, Net
The following table presents cash-based compensation and benefits, net for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
20242023
($ in thousands)
Salaries $262,542 $160,822 
Bonuses224,515 138,899 
Benefits and other102,195 53,540 
Reimbursements(68,309)(57,613)
Total Cash-Based Compensation and Benefits, Net$520,943 $295,648 
Total cash-based compensation and benefits, net increased by $225.3 million, or 76%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This change was primarily due to an increase in salaries of $101.7 million, an increase in bonuses of $85.6 million and an increase in benefits and other of $48.7 million, in each case a result of headcount growth due to the acquisition of TPG Angelo Gordon in November 2023.
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Fee-Related Performance Compensation
The following table presents fee-related performance compensation for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
20242023
($ in thousands)
TPG AG Credit$6,958 $— 
Total Fee-related Performance Compensation$6,958 $— 
Total fee-related performance compensation increased by $7.0 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 due to fees generated by TCAP, which was part of the acquisition of TPG Angelo Gordon.
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 by $71.6 million, or 37%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This change was primarily due to the acquisition of TPG Angelo Gordon.
Realized Performance Allocations, Net
The following table presents realized performance allocations, net from our platforms for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
20242023
($ in thousands)
Capital$29,795 $49,060 
Growth9,434 1,097 
Impact17,801 799 
TPG Angelo Gordon
TPG AG Credit23,551 — 
TPG AG Real Estate4,116 — 
Real Estate4,946 4,075 
Total Realized Performance Allocations, Net$89,643 $55,031 
Realized performance allocations, net of $89.6 million for the nine months ended September 30, 2024 were largely generated from realizations of $13.9 million from TPG VIII, $11.5 million from TPG VII and $3.9 million from Asia VII in the Capital platform, $10.4 million from MMDL IV in TPG AG Credit, $17.8 million from Rise Climate I in the Impact platform, $5.0 million from Growth IV and $2.9 million from TTAD I in the Growth platform, $4.9 million from TREP III in the Real Estate platform and $3.9 million from Growth Capital Partners I in TPG AG Real Estate. The activity consisted of realizations sourced from portfolio companies including Nextracker, DirecTV, Viking Cruises, CLEAResult and Singlife.
Realized performance allocations, net of $55.0 million for the nine months ended September 30, 2023 were largely generated from realizations of $38.9 million from TPG AAF and $10.1 million from TPG VIII in the Capital platform, $4.1 million from TREP III in the Real Estate platform, $1.1 million from TTAD I in the Growth platform and $0.7 million from Rise Climate I in the Impact platform. The activity consisted of realizations sourced from portfolio companies including Creative Artists Agency, DirecTV and Alloy Properties.
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Realized Investment Income and Other, Net
The following table presents realized investment income and other, net for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
20242023
($ in thousands)
Investments in funds$19,288 $22,435 
Non-core income (expense)(25,222)(44,700)
Total Realized Investment Income and Other, Net$(5,934)$(22,265)
The increase in realized investment income and other, net of $16.3 million during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 resulted primarily from a decrease in non-core expense, partially offset by a decrease in realizations from certain investments in our funds. Our non-core activity includes $16.2 million related to the acquisition and integration of TPG Angelo Gordon for the nine months ended September 30, 2024 and $35.2 million related to the Acquisition for the nine months ended September 30, 2023.
Depreciation
Depreciation expense increased $11.8 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 due to the acquisition of TPG Angelo Gordon.
Interest Expense, Net
The following table presents interest expense, net for the nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
20242023
($ in thousands)
Interest expense$64,617 $23,731 
Interest (income)(37,840)(26,220)
Interest Expense, Net$26,777 $(2,489)
Interest expense, net increased by $29.3 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily due to additional interest expense on our Senior Notes and Subordinated Notes issued during the nine months ended September 30, 2024, as described in Note 8 to the Condensed Consolidated Financial Statements.
Distributable Earnings
The increase in DE for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to higher Fee-Related Earnings and realized performance allocations, net.
Income Taxes
Income taxes increased $6.4 million, or 20%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 primarily due to an increase in distributable earnings allocable to TPG Inc., offset by certain compensation expenses that are not tax deductible during the nine months ended September 30, 2024.
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Unaudited Non-GAAP Balance Sheet Measures
Book assets, book liabilities and net book value are non-GAAP performance measures of TPG Operating Group’s assets, liabilities and equity on a deconsolidated basis which reflects our investments in subsidiaries as equity method investments. Additionally, the book assets, book liabilities and net book value include the tax assets and liabilities of TPG Inc. We utilize these measures to assess the unrealized value of our book assets after deducting for book liabilities as well as assess our indirect interest in accrued performance allocations from our funds and our co-investments in our funds and third-party investments. We believe these measures are useful to investors as they provide additional insight into the net assets of the TPG Operating Group on a deconsolidated basis. These non-GAAP financial measures should not be considered as a substitute for, or superior to, similar financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may differ from the calculations of other alternative asset managers and, as a result, may not be comparable to similar measures presented by other companies. Refer to “––Reconciliation to U.S. GAAP Measures” for reconciliations of the Condensed Consolidated Statements of Financial Condition to the non-GAAP Balance Sheet.
The following table sets forth our non-GAAP book assets, book liabilities and net book value as of September 30, 2024 and December 31, 2023:
September 30, 2024December 31, 2023
($ in thousands)
Book Assets
Cash and cash equivalents$261,019 $105,480 
Net accrued performance974,687 891,455 
Investments in funds1,042,072 877,802 
Intangible assets and goodwill935,893 1,007,899 
Other assets869,270 679,638 
Total Book Assets$4,082,941 $3,562,274 
Book Liabilities
Accounts payable, accrued expenses and other$497,692 $296,147 
Debt obligations1,329,682 945,052 
Total Book Liabilities$1,827,374 $1,241,199 
Net Book Value$2,255,567 $2,321,075 
During the nine months ended September 30, 2024, net book value decreased primarily due to tax payments made on behalf of vested RSU recipients, RSU dividend equivalent payments, the amortization of intangibles and accretion of the contingent earnout related to the acquisition of Angelo Gordon. That decrease was offset by an increase in net accrued performance and investments in funds, primarily associated with TPG VII, TPG IX, Growth IV, Growth V, TPG AG Credit Solutions funds, and TPG AG Structured Credit & Specialty Finance funds.
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Reconciliation to U.S. GAAP Measures
The following tables reconcile the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP to non-GAAP financial measures for the three and nine months ended September 30, 2024 and 2023:
Revenue
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
($ in thousands)
GAAP Revenue$855,403 $160,355 $2,423,668 $1,406,774 
Capital-allocation based income (330,670)205,794 (863,840)(402,051)
Expense reimbursements(62,652)(44,050)(158,546)(128,404)
Investment income and other(2,239)(757)(31,236)(3,792)
Fee-Related Revenues$459,842 $321,342 $1,370,046 $872,527 
Expenses
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
($ in thousands)
GAAP Expenses$867,134 $256,210 $2,480,077 $1,441,056 
Depreciation and amortization expense(32,400)(7,701)(97,444)(24,227)
Interest expense(21,789)(7,792)(64,413)(23,728)
Expenses related to consolidated TPG Funds and Public SPACs— (81)— (1,053)
Expense reimbursements(62,652)(44,050)(158,546)(128,404)
Performance allocation compensation(223,637)120,770 (553,824)(272,648)
Equity-based compensation(242,405)(136,650)(697,855)(449,109)
Non-core expenses and other(15,176)(15,431)(112,351)(50,140)
Fee-Related Expenses$269,075 $165,275 $795,644 $491,747 
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Net income
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
($ in thousands)
Net (loss) income$(21,425)$(94,712)$(88,009)$(19,027)
Net income attributable to redeemable interests in Public SPACs— (5,148)— (12,044)
Net (income) loss attributable to other non-controlling interests(3,117)64,971 (47,320)(2,366)
Amortization expense24,003 2,913 72,005 9,989 
Equity-based compensation243,287 137,896 694,628 448,166 
Unrealized performance allocations, net(46,395)68,244 (84,293)(49,158)
Unrealized investment income(11,525)27,120 (37,096)5,115 
Unrealized loss on derivatives— (66)— (59)
Income taxes(2,863)(3,068)1,544 717 
Non-recurring and other7,480 (2,571)65,250 (1,674)
After-tax Distributable Earnings$189,445 $195,579 $576,709 $379,659 
Income taxes16,742 11,007 39,243 32,797 
Distributable Earnings$206,187 $206,586 $615,952 $412,456 
Realized performance allocations, net(32,112)(43,376)(89,643)(55,031)
Realized investment income and other, net2,529 (5,672)5,934 22,265 
Depreciation expense5,045 1,235 15,382 3,579 
Interest expense, net9,118 (2,706)26,777 (2,489)
Fee-Related Earnings$190,767 $156,067 $574,402 $380,780 














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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 September 30, 2024 and December 31, 2023:
($ in thousands)September 30, 2024December 31, 2023
Total GAAP Assets$10,522,018 $9,369,672 
Impact of other consolidated entities
Cash and cash equivalents(903,472)(559,708)
Due from affiliates(266,640)(346,910)
Investments(5,338,479)(4,954,855)
Intangible assets and goodwill(67,030)(77,688)
Other assets(241,590)(285,406)
Subtotal for other consolidated entities(6,817,211)(6,224,567)
Reclassification adjustments(1)
Restricted cash(13,329)(13,183)
Due from affiliates(51,019)(72,067)
Investments(2,016,759)(1,769,257)
Net accrued performance974,687 891,455 
Investments in funds1,042,072 877,802 
Other assets442,482 502,419 
Subtotal for reclassification adjustments378,134 417,169 
Total Book Assets$4,082,941 $3,562,274 
Total GAAP Liabilities$7,134,929 $6,008,538 
Impact of other consolidated entities
Accounts payable and accrued expenses(436,629)(167,235)
Due to affiliates(168,906)(137,479)
Accrued performance allocation compensation(4,319,333)(4,096,052)
Other liabilities(394,967)(377,727)
Subtotal for other consolidated entities(5,319,835)(4,778,493)
Reclassification adjustments(1)
Accounts payable and accrued expenses495,191 291,586 
Due to affiliates(239,274)(5,696)
Other liabilities(243,637)(274,736)
Subtotal for reclassification adjustments12,280 11,154 
Total Book Liabilities$1,827,374 $1,241,199 
Total GAAP Equity$3,387,089 $3,361,134 
Impact of other consolidated entities(1,497,376)(1,446,074)
Reclassification adjustments(1)
365,854 406,015 
Net Book Value$2,255,567 $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;
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 following table summarizes our AUM by platform as of September 30, 2024 and 2023:
September 30,
20242023
($ in millions)
Capital$73,164 $67,103 
Growth27,254 23,819 
Impact24,706 17,984 
TPG Angelo Gordon
TPG AG Credit69,898 — 
TPG AG Real Estate18,279 — 
Real Estate17,109 18,280 
Market Solutions8,697 8,943 
AUM as of end of period$239,107 $136,129 
    
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The tables below present rollforwards of our total AUM for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
($ in millions)
Balance as of Beginning of Period$228,974 $138,632 $221,623 $135,034 
Capital Raised10,376 3,420 21,335 6,901 
Realizations(5,581)(4,465)(15,829)(7,523)
Outflows(1)
(512)(179)(1,604)(389)
Changes in Investment Value and Other(2)
5,850 (1,279)13,582 2,106 
AUM as of end of period$239,107 $136,129 $239,107 $136,129 
___________
(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 $10.1 billion during the three months ended September 30, 2024. This change was driven by capital raised of $10.4 billion and net increases in investment value of $5.9 billion during the three months ended September 30, 2024, partially offset by realizations of $5.6 billion. Capital raised during the three months ended September 30, 2024 was primarily attributable to Rise Climate II within the Impact platform, TGS within the Market Solutions platform and Credit Solutions III within TPG AG Credit. These increases were partially offset by realizations of $5.6 billion primarily attributable to TPG VII and Asia VII within the Capital platform, Growth IV within the Growth platform, Rise I within the Impact platform, TREP III within the Real Estate platform, Essential Housing II within TPG AG Credit and Realty Value XI within TPG AG Real Estate. AUM also increased due to investment appreciation during three months ended September 30, 2024.
AUM increased approximately $17.5 billion during the nine months ended September 30, 2024. This change was driven by capital raised of $21.3 billion and net increases in investment value of $13.6 billion, partially offset by realizations of $15.8 billion. Capital raised was primarily attributable to Asia VIII within the Capital platform, Growth VI within the Growth platform, Rise Climate II within the Impact platform, TGS within the Market Solutions platform, and MMDL V, Credit Solutions III and Essential Housing III within TPG AG Credit. These increases were partially offset by realizations of $15.8 billion primarily attributable to TPG VII, TPG VIII and Asia VII within the Capital platform, Growth IV within the Growth platform, Rise Climate I within the Impact platform, Credit Solutions II Dislocation A, Credit Solutions I and Credit Solutions II within TPG AG Credit and Asia Realty IV within TPG AG Real Estate. AUM also increased due to investment appreciation during nine months ended September 30, 2024.
Fee Earning Assets Under Management
Fee earning AUM (“FAUM”) represents only the AUM from which we are entitled to receive management fees. FAUM is the sum of all the individual fee bases that are used to calculate our management fees and differs from AUM in the following respects: (i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which we are entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our credit and real estate funds, have different methodologies for calculating management fees that are not based on the fair value of the respective funds’ underlying investments. We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees. Our definition of FAUM is not based on any definition of AUM or FAUM that is set forth in the agreements governing the investment funds and products that we manage.
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The following table summarizes our FAUM by platform as of September 30, 2024 and 2023:
September 30,
20242023
($ in millions)
Capital$37,941 $36,342 
Growth12,358 11,388 
Impact17,802 13,359 
TPG Angelo Gordon
TPG AG Credit42,091 — 
TPG AG Real Estate14,168 — 
Real Estate11,649 11,612 
Market Solutions5,709 6,243 
FAUM as of end of period$141,718 $78,944 
The table below present rollforwards of our FAUM for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
($ in millions)
Balance as of Beginning of Period$136,987 $78,620 $136,794 $77,945 
Fee Earning Capital Raised(1)
5,579 2,124 8,495 3,998 
Net Change in Investment Activity(2)
(80)(1,272)(1,070)(917)
Outflows(3)
(494)(174)(1,533)(379)
Reduction in Fee Base of Certain Funds(4)
(274)(354)(968)(1,703)
FAUM as of end of period$141,718 $78,944 $141,718 $78,944 
___________
(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 approximately $4.7 billion during the three months ended September 30, 2024. This change was driven by fee earning capital raised activity totaling $5.6 billion primarily attributable to the closing of Rise Climate II within the Impact platform, which had its initial close during the third quarter of 2024.

FAUM increased from $136.8 billion as of December 31, 2023 to $141.7 billion as of September 30, 2024. This was driven by fee earning capital raised activity totaling $8.5 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 within the Impact platform, which had its initial close during the third quarter of 2024, and TCAP within TPG AG Credit. For the nine months ended September 30, 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%.
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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 tables below summarize our net accrued performance by fund vintage year and platform as of September 30, 2024 and December 31, 2023:

September 30, 2024December 31, 2023
($ in millions)
Fund Vintage
2018 & Prior$477 $440 
2019265 269 
2020103 104 
202176 56 
202252 22 
20232 — 
Net Accrued Performance$975 $891 
September 30, 2024December 31, 2023
($ in millions)
Platform
Capital$419 $404 
Growth212 185 
Impact103 107 
TPG Angelo Gordon
TPG AG Credit92 59 
TPG AG Real Estate83 97 
Real Estate13 12 
Market Solutions53 27 
Net Accrued Performance$975 $891 
Net accrued performance was primarily driven by TPG VII, TPG VIII, Asia VII, Growth IV, Growth V and Rise I as of September 30, 2024 and TPG VII, TPG VIII, THP I, 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 $161.5 billion and $150.8 billion as of September 30, 2024 and December 31, 2023, respectively. Across the investment funds that we manage, Performance Eligible AUM totaled $205.2 billion and $191.8 billion as of September 30, 2024 and December 31, 2023, respectively.
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AUM Subject to Fee Earning Growth
AUM Subject to Fee Earning Growth represents capital commitments that when deployed have the ability to grow our fees through earning new management fees (AUM Not Yet Earning Fees) or when management fees can be charged at a higher rate as capital is invested or for certain funds as management fee rates increase during the life of a fund (FAUM Subject to Step-Up).
AUM Not Yet Earning Fees represents the amount of capital commitments to TPG’s funds and co-investment vehicles that has not yet been invested or considered active, and as this capital is invested or activated, the fee-paying portion will be included in FAUM. FAUM Subject to Step-Up represents capital raised within certain funds where the management fee rate increases once capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases. FAUM Subject to Step-Up is included within FAUM.
The table below reflects AUM Subject to Fee Earning Growth by platform as of September 30, 2024 and December 31, 2023:
September 30, 2024December 31, 2023
($ in millions)
AUM Not Yet Earning Fees:
Capital$3,032 $2,444 
Growth2,648 2,979 
Impact616 173 
TPG Angelo Gordon
TPG AG Credit7,265 3,721 
TPG AG Real Estate791 1,206 
Real Estate2,504 2,720 
Market Solutions357 809 
Total AUM Not Yet Earning Fees$17,213 $14,052 
FAUM Subject to Step-Up:
Capital$1,135 $1,565 
TPG Angelo Gordon
TPG AG Credit5,029 6,389 
TPG AG Real Estate2,541 2,389 
Total FAUM Subject to Step-Up:8,705 10,343 
Total AUM Subject to Fee Earning Growth$25,918 $24,395 
As of September 30, 2024, AUM Not Yet Earning Fees was $17.2 billion, which primarily consisted of TPG VII, TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, TREP III and TAC+ within the Real Estate platform, and MMDL V, Credit Solutions II, Credit Solutions III and Essential Housing III within TPG AG Credit.
Associated with FAUM Subject to Step-Up, management fee rates for these respective underlying funds range between 0.24% and 1.65% and step-up to rates in the range of 0.25% and 1.75% after capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases. FAUM Subject to Step-Up as of September 30, 2024 relates primarily to TPG IX within the Capital platform, MMDL V and Credit Solutions II within TPG AG Credit, and Realty Value XI and Asia Realty V within TPG AG Real Estate.
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Capital Raised
Capital raised is the aggregate amount of subscriptions and capital raised by our investment funds and co-investment vehicles during a given period, as well as the senior and subordinated notes issued through our CLOs and equity raised through our perpetual vehicles. We believe this measure is useful to investors as it measures access to capital across TPG and our ability to grow our management fee base.
The table below presents capital raised by platform for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
($ in millions)
Capital$827 $2,778 $3,018 $4,423 
Growth518 130 1,175 634 
Impact4,992 76 5,183 727 
TPG Angelo Gordon
TPG AG Credit2,886 — 9,532 — 
TPG AG Real Estate18 — 984 — 
Real Estate34 — 70 255 
Market Solutions1,101 436 1,373 862 
Total Capital Raised$10,376 $3,420 $21,335 $6,901 
Capital raised totaled approximately $10.4 billion for the three months ended September 30, 2024. This was primarily attributable to the fundraising activities of Rise Climate II within the Impact platform, TGS within the Market Solutions platform and Credit Solutions III within TPG AG Credit during the three months ended September 30, 2024.
Capital raised totaled approximately $21.3 billion for the nine months ended September 30, 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 within the Impact platform, TGS within the Market Solutions platform, and MMDL V, Credit Solutions III and Essential Housing III within TPG AG Credit during the nine months ended September 30, 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, 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. 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.
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The table below presents available capital by platform as of September 30, 2024 and 2023:

September 30,
20242023
($ in millions)
Capital$15,909 $18,019 
Growth5,215 4,009 
Impact9,113 6,288 
TPG Angelo Gordon
TPG AG Credit11,937 — 
TPG AG Real Estate6,964 — 
Real Estate6,494 8,142 
Market Solutions2,739 1,756 
Available Capital$58,371 $38,214 
Available capital totaled $58.4 billion as of September 30, 2024. This is primarily attributable to the available capital for TPG IX, Asia VIII and THP II within the Capital platform, Rise Climate I and Rise Climate II within the Impact platform, TREP IV within the Real Estate platform, MMDL V and Credit Solutions III within TPG AG Credit, and Asia Realty V within TPG AG Real Estate.
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 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 three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
($ in millions)
Capital$2,400 $3,735 $4,348 $5,524 
Growth164 557 1,224 930 
Impact736 272 1,219 1,962 
TPG Angelo Gordon
TPG AG Credit3,902 — 11,479 — 
TPG AG Real Estate775 — 1,878 — 
Real Estate605 764 2,277 1,403 
Market Solutions26 209 267 813 
Capital Invested$8,608 $5,537 $22,692 $10,632 
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Capital invested was $8.6 billion for the three months ended September 30, 2024, which was primarily attributable to TPG IX and Asia VIII within the Capital platform, Rise III within the Impact platform, TREP IV within the Real Estate platform, and MMDL V, TCAP, Credit Solutions III and Essential Housing III within TPG AG Credit.
Capital invested was $22.7 billion for the nine months ended September 30, 2024 which was primarily attributable to TPG IX and Asia VIII within the Capital platform, Growth VI within the Growth platform, Rise III within the Impact platform, TREP IV and TRECO within the Real Estate platform, and MMDL Evergreen, MMDL V, TCAP, Essential Housing III, Credit Solutions III, ABC Fund, MITT and MVP Fund within TPG AG Credit and Realty Value XI within TPG AG Real Estate.
Realizations
Realizations represent distributions sourced from proceeds from the disposition of investments and current income, in addition to investment proceeds from Public SPACs in conjunction with the completion of a business combination.
The table below presents realizations by platform for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
($ in millions)
Capital$1,238 $3,957 $4,452 $5,570 
Growth677 138 1,978 516 
Impact383 40 1,302 245 
TPG Angelo Gordon
TPG AG Credit1,954 — 5,137 — 
TPG AG Real Estate719 — 1,799 — 
Real Estate441 258 805 1,054 
Market Solutions169 72 356 138 
Total Realizations$5,581 $4,465 $15,829 $7,523 
Realizations were $5.6 billion for the three months ended September 30, 2024. This was primarily attributable to a higher pace of realization activities in TPG VII and Asia VII within the Capital platform, Growth IV within the Growth platform, Rise I within the Impact platform, TREP III within the Real Estate platform, Essential Housing II within TPG AG Credit and Realty Value XI within TPG AG Real Estate during the three months ended September 30, 2024.
Realizations were $15.8 billion for the nine months ended September 30, 2024. This was primarily attributable to a higher pace of realization activities in TPG VII, TPG VIII and Asia VII within the Capital platform, Growth IV within the Growth platform, Rise Climate I within the Impact platform, Credit Solutions II Dislocation A, Credit Solutions I and Credit Solutions II within TPG AG Credit, and Asia Realty IV within TPG AG Real Estate during the nine months ended September 30, 2024.
Fund Performance Metrics
Fund performance information for our investment funds as of September 30, 2024 is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. These fund performance metrics do not include co-investment vehicles, SMAs or certain other legacy or discontinued funds. Additionally, these fund performance metrics exclude the firm’s CLOs and real estate investment trusts. The fund return information for individual funds reflected in this discussion and analysis is not necessarily indicative of our firmwide performance and is also not necessarily indicative of the future performance of any particular fund. An investment in us is not an investment in any of our funds. This track record presentation is unaudited and does not purport to represent the respective fund’s financial results in accordance with U.S. GAAP. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See “Item 1A.Risk Factors—Risks Related to Our Business—Our funds’ historical returns should not be considered as indicative of our or our funds’ future results or of any returns expected on an investment in our Class A common stock.”
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The following tables reflect the performance of our selected funds as of September 30, 2024 ($ 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 Partners1993$64 $64 $697 $— $697 81 %10.9x73 %8.9x
TPG I1994721 696 3,095 — 3,095 47 %4.4x36 %3.5x
TPG II19972,500 2,554 5,010 — 5,010 13 %2.0x10 %1.7x
TPG III19994,497 3,718 12,360 — 12,360 34 %3.3x26 %2.6x
TPG IV20035,800 6,157 13,733 — 13,733 20 %2.2x15 %1.9x
TPG V200615,372 15,564 22,071 1 22,072 6 %1.4x5 %1.4x
TPG VI200818,873 19,220 33,357 154 33,511 14 %1.7x10 %1.5x
TPG VII201510,495 10,215 20,939 3,927 24,866 26 %2.4x20 %2.0x
TPG VIII201911,505 10,738 4,034 15,352 19,386 29 %1.8x19 %1.5x
TPG IX 202212,014 6,560 10 7,859 7,869 42 %1.2x16 %1.1x
Capital Funds81,841 75,486 115,306 27,293 142,599 23 %1.9x15 %1.6x
Asia Funds
Asia I199496 78 71 — 71 (3 %)0.9x(10 %)0.7x
Asia II1998392 764 1,669 — 1,669 17 %2.2x14 %1.9x
Asia III2000724 623 3,316 — 3,316 46 %5.3x31 %3.8x
Asia IV20051,561 1,603 4,089 — 4,089 23 %2.6x17 %2.1x
Asia V20073,841 3,257 5,437 121 5,558 10 %1.7x6 %1.4x
Asia VI20123,270 3,285 3,609 3,089 6,698 14 %2.0x10 %1.6x
Asia VII20174,630 4,581 3,362 4,351 7,713 17 %1.7x10 %1.4x
Asia VIII 20225,259 2,462 — 3,140 3,140 52 %1.4x18 %1.1x
Asia Funds19,773 16,653 21,553 10,701 32,254 20 %2.0x14 %1.6x
Healthcare Funds
THP I20192,704 2,430 882 3,087 3,969 26 %1.6x15 %1.4x
THP II 20223,576 1,154 2 1,506 1,508 47 %1.3x17 %1.1x
Healthcare Funds6,280 3,584 884 4,593 5,477 27 %1.5x15 %1.3x
Continuation Vehicles
TPG AAF20211,317 1,314 2,720 — 2,720 43 %2.1x37 %1.9x
TPG AION2021207 207 — 180 180 (4 %)0.9x(5 %)0.9x
Continuation Vehicles1,524 1,521 2,720 180 2,900 36 %1.9x30 %1.7x
Platform: Growth
Growth Funds
STAR20071,264 1,259 1,893 2 1,895 12 %1.5x6 %1.3x
Growth II20112,041 2,185 4,741 567 5,308 21 %2.5x15 %2.0x
Growth III20153,128 3,377 4,780 2,210 6,990 25 %2.0x17 %1.6x
Growth IV20173,739 3,624 2,789 4,639 7,428 21 %2.0x15 %1.6x
Gator2019726 686 661 581 1,242 27 %1.8x21 %1.6x
Growth V20203,558 3,258 535 4,781 5,316 25 %1.6x16 %1.4x
Growth VI20232,128 670 — 792 792 NMNMNMNM
Growth Funds16,584 15,059 15,399 13,572 28,971 20 %1.9x14 %1.6x
Tech Adjacencies Funds
TTAD I20181,574 1,497 1,178 1,459 2,637 21 %1.7x16 %1.5x
TTAD II20213,198 2,016 198 2,376 2,574 17 %1.3x11 %1.2x
Tech Adjacencies Funds4,772 3,513 1,376 3,835 5,211 20 %1.5x15 %1.4x
TDM20171,326 576 — 1,051 1,051 15 %1.8x11 %1.6x
LSI2023410 128 — 147 147 NMNMNMNM
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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 I2017$2,106 $2,010 $1,526 $2,257 $3,783 18 %1.8x11 %1.5x
Rise II20202,176 2,011 249 2,890 3,139 20 %1.5x13 %1.3x
Rise III20222,700 1,591 31 2,057 2,088 56 %1.4x23 %1.2x
The Rise Funds6,982 5,612 1,806 7,204 9,010 20 %1.6x12 %1.4x
Rise Climate Funds
Rise Climate I20217,268 4,930 1,072 5,757 6,829 34 %1.5x17 %1.2x
Rise Climate II(20)
4,405 — — — — NMNMNMNM
Rise Climate Global South(20)
200 — — — — NMNMNMNM
Rise Climate Funds11,873 4,930 1,072 5,757 6,829 34 %1.5x17 %1.2x
TSI2018333 133 368 — 368 35 %2.8x25 %2.1x
Evercare2019621 443 32 425 457 1 %1.0x(4 %)0.9x
TPG NEXT(11)
2023520 3 — 3 3 NMNMNMNM
Platform: Real Estate
TPG Real Estate Partners
TREP II20142,065 2,213 3,554 20 3,574 28 %1.7x18 %1.5x
TREP III20183,722 4,227 3,053 2,464 5,517 13 %1.4x9 %1.3x
TREP IV20226,820 2,986 227 2,920 3,147 4 %1.0x(18 %)0.9x
TPG Real Estate Partners12,607 9,426 6,834 5,404 12,238 20 %1.4x11 %1.2x
TAC+20211,797 979 98 886 984 0 %1.0x(2 %)1.0x
TRECO2024412 429 256 186 442 NMNMNMNM
Platform: Market Solutions
NewQuest Funds
NewQuest I(11)
2011390 291 767 — 767 48 %3.2x37 %2.3x
NewQuest II(11)
2013310 342 666 91 757 25 %2.3x19 %1.8x
NewQuest III(11)
2016541 543 442 394 836 11 %1.6x7 %1.3x
NewQuest IV(11)
20201,000 956 133 1,163 1,296 15 %1.4x8 %1.2x
NewQuest V(11)
2022673 327 99 390 489 68 %1.7x49 %1.5x
NewQuest Funds2,914 2,459 2,107 2,038 4,145 34 %1.8x21 %1.5x
TGS(11)
20221,864 358 — 486 486 NM2.8xNM2.8x
Platform: TPG Angelo Gordon
Credit Solutions
Credit Solutions
Credit Solutions I20191,805 1,801 1,827 862 2,689 17 %1.5x12 %1.4x
Credit Solutions I Dislocation A2020909 602 795 — 795 34 %1.3x27 %1.3x
Credit Solutions I Dislocation B2020308 176 211 — 211 28 %1.2x21 %1.2x
Credit Solutions II20213,134 2,653 634 2,610 3,244 16 %1.2x11 %1.2x
Credit Solutions II Dislocation A20221,310 868 707 332 1,039 23 %1.2x16 %1.2x
Credit Solutions III20241,834 — — 13 13 NMNMNMNM
Credit Solutions9,300 6,100 4,174 3,817 7,991 18 %1.3x13 %1.2x
Essential Housing
Essential Housing I2020642 456 562 16 578 15 %1.3x12 %1.2x
Essential Housing II20212,534 1,071 396 902 1,298 16 %1.2x12 %1.2x
Essential Housing III20241,285 129 — 121 121 NMNMNMNM
Essential Housing4,461 1,656 958 1,039 1,997 16 %1.2x12 %1.2x
Structured Credit & Specialty Finance
ABC Fund20211,005 864 69 989 1,058 18 %1.2x14 %1.2x
Structured Credit & Specialty Finance1,005 864 69 989 1,058 18 %1.2x14 %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 I2015$594 $572 $846 $— $846 14 %1.6x10 %1.4x
MMDL II20161,580 1,563 1,731 604 2,335 14 %1.7x11 %1.5x
MMDL III20182,751 2,547 2,232 1,451 3,683 14 %1.6x10 %1.5x
MMDL IV20202,671 2,586 744 2,695 3,439 16 %1.4x12 %1.4x
MMDL IV Annex2021797 767 162 768 930 15 %1.3x11 %1.3x
MMDL V20223,924 1,168 129 1,196 1,325 18 %1.2x14 %1.2x
Middle Market Direct Lending12,317 9,203 5,844 6,714 12,558 14 %1.5x11 %1.4x
U.S. Real Estate
Realty
Realty I199430 30 65 — 65 27 % 2.2x 20 % 1.9x
Realty II199533 33 81 — 81 31 % 2.4x 22 % 2.2x
Realty III199761 94 120 — 120 5 % 1.3x 3 % 1.3x
Realty IV1999255 332 492 — 492 11 % 1.5x 8 % 1.5x
Realty V2001333 344 582 — 582 32 % 1.7x 26 % 1.6x
Realty VI2005514 558 657 — 657 5 % 1.2x 3 % 1.1x
Realty VII20071,257 1,675 2,543 1 2,544 17 % 1.7x 12 % 1.5x
Realty VIII20111,265 2,136 2,773 152 2,925 15 % 1.7x 11 % 1.4x
Realty IX20151,329 1,981 2,236 247 2,483 8 % 1.4x 5 % 1.2x
Realty Value X20182,775 4,420 3,727 1,857 5,584 15 % 1.4x 10 % 1.2x
Realty Value XI20222,589 1,795 652 1,298 1,950 10 % 1.1x (2 %) 1.0x
Realty10,441 13,398 13,928 3,555 17,483 15 % 1.5x 10 % 1.3x
Core Plus Realty
Core Plus Realty I2003534 532 876 — 876 20 % 1.6x 18 % 1.5x
Core Plus Realty II2006794 1,112 1,456 — 1,456 11 % 1.4x 8 % 1.3x
Core Plus Realty III20111,014 1,420 2,231 — 2,231 23 % 1.8x 19 % 1.6x
Core Plus Realty IV20151,308 2,009 1,993 319 2,312 5 % 1.2x 3 % 1.1x
Core Plus Realty3,650 5,073 6,556 319 6,875 15 % 1.5x 11 % 1.4x
Asia Real Estate
Asia Realty
Asia Realty I2006526 506 645 — 645 6 % 1.3x 3 % 1.2x
Asia Realty II2010616 602 1,071 — 1,071 24 % 1.8x 16 % 1.6x
Asia Realty III2015847 859 980 282 1,262 14 % 1.5x 9 % 1.4x
Asia Realty IV20181,315 1,265 1,122 755 1,877 17 % 1.4x 11 % 1.3x
Asia Realty V20222,007 531 26 616 642 38 % 1.2x 9 % 1.1x
Asia Realty5,311 3,763 3,844 1,653 5,497 13 % 1.5x 9 % 1.3x
Japan Value
Japan Value(13)
2023417 140 — 162 162 NMNMNMNM
Japan Value417 140 — 162 162 NMNMNMNM
Europe Real Estate
Europe Realty I2014570 1,187 1,710 15 1,725 24 % 2.0x 17 % 1.7x
Europe Realty II2017843 1,706 1,575 697 2,272 9 % 1.5x 7 % 1.4x
Europe Realty III(14)
20191,515 2,036 684 1,524 2,208 14 % 1.4x 9 % 1.2x
Europe Realty IV(14)
20231,469 163 19 162 181 NMNMNMNM
Europe Realty4,397 5,092 3,988 2,398 6,386 16 %1.6x11 %1.4x
Net Lease
Net Lease Realty I2006159 209 457 — 457 18 % 2.4x 14 % 2.2x
Net Lease Realty II2010559 1,060 1,854 — 1,854 16 % 2.4x 11 % 2.0x
Net Lease Realty III20131,026 2,383 2,459 904 3,363 12 % 2.0x 8 % 1.6x
Net Lease Realty IV2019997 1,911 1,248 899 2,147 9 % 1.2x 5 % 1.1x
Net Lease Realty V2024194 152 19 134 153 NM NM NM NM
Net Lease2,935 5,715 6,037 1,937 7,974 15 %1.8x10 %1.5x
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The following table reflects the performance of our significant perpetual funds as of September 30, 2024 ($ in millions):
Fund
Vintage Year(1)
AUM
Total Return(10)
Platform: Market Solutions
TPEP Long/Short(15)
2013$1,559 127 %
TPEP Long Only(16)
20191,024 49 %
Platform: TPG Angelo Gordon
Credit Solutions
Corporate Credit Opportunities(17)
1988377 10 %
Structured Credit & Specialty Finance
MVP Fund(18)
20096,451 12 %
ABC Evergreen(18)
2024153 NM
Middle Market Direct Lending
TCAP(19)
20222,926 10 %
MMDL Evergreen20221,121 10 %
MMDL Offshore Evergreen 2024359 NM
Multi-Strategy
Super Fund(18)
1993974 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 June 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, 8% 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 September 30, 2024, TPEP Long/Short had estimated inception-to-date gross returns of 174% and net returns of 127%. 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 September 30, 2024, TPEP Long Only had estimated inception-to-date gross returns of 50% and net returns of 49%. 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 September 30, 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 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 September 30, 2024, our total liquidity was $2,444.5 million, comprised of $1,164.5 million of cash and cash equivalents, excluding $13.3 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 $50.0 million under the 364-Day Credit Facility. Total cash of $1,177.8 million as of September 30, 2024 includes $261.0 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 $1,177.8 million at September 30, 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 nine months ended September 30, 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 September 30, 2024, $1,200.0 million was available to be borrowed under the terms of the 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 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 nine months ended September 30, 2024, we incurred interest expense of $36.5 million associated with the Senior Notes and Subordinated Notes. For more information on our borrowings, see Note 8, “Debt Obligations”, to the Condensed 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. 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%.
During the nine months ended September 30, 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.
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 September 30, 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 nine months ended September 30, 2024, the subsidiary borrowed and made repayments of $30.0 million on the Subordinated Credit Facility, resulting in a zero balance outstanding at September 30, 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 nine months ended September 30, 2024, the subsidiary borrowed $230.0 million and made repayments of $130.0 million on the 364-Day Credit Facility, resulting in a $100.0 million balance outstanding at September 30, 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, 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;
•manage 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 September 30, 2024 (in thousands):
Payments Due by Period
Total202420252026202720282029 and Thereafter
Debt obligations(1)
$1,350,000 $100,000 $— $— $— $— $1,250,000 
Interest on debt obligations(2)
1,719,264 15,325 78,027 76,085 76,085 81,085 1,392,657 
Capital commitments(3)
666,995 666,995 — — — — — 
Operating lease obligations255,425 8,588 40,891 39,004 39,379 38,221 89,342 
Repurchase agreements84,031 354 5,405 26,746 23,939 27,587 — 
Total contractual obligations$4,075,715 $791,262 $124,323 $141,835 $139,403 $146,893 $2,731,999 
__________
(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 8 to the Condensed 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.
Additional Contingent Obligations
As of September 30, 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 $62.8 million and $58.3 million, respectively, primarily related to STAR, net of tax, for which a performance allocation reserve was recorded within other liabilities in the Condensed 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 September 30, 2024 and December 31, 2023 would be $1,940.9 million and $1,910.2 million, respectively.
As of September 30, 2024 and December 31, 2023, we had guarantees outstanding totaling $100.6 million and $73.6 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 $189.7 million and $176.3 million, respectively.

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.
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Date DeclaredRecord DatePayment DateDividend per Class A Common Share
May 15, 2023May 25, 2023June 5, 2023$0.20
August 8, 2023August 18, 2023September 1, 20230.22
November 7, 2023November 17, 2023December 1, 20230.48
February 13, 2024February 23, 2024March 8, 20240.44
Total 2023 Dividend Year (through Q4 2023)$1.34
May 8, 2024May 20, 2024June 3, 2024$0.41
August 6, 2024August 16, 2024August 30, 20240.42
November 4, 2024November 14, 2024December 2, 20240.38
Total 2024 Dividend Year (through Q3 2024)$1.21
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 nine months ended September 30, 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, 202417,704,987
May 21, 20241,998,593
August 19, 20241,042,119
2023 Exchange
March 30, 20231,000,000
__________
(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 statement on Form S-3 filed on November 2, 2023.
These exchanges resulted in an increase in our tax basis of our investment in the TPG Operating Group and is subject to the Tax Receivable Agreement. We recognized an additional liability associated with the Tax Receivable Agreement in the amount of $230.8 million in connection with the exchanges.
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Net Cash Flows
The following table presents a summary of our cash flows for the periods presented:
Nine Months Ended September 30,
20242023
($ in thousands)
Net cash provided by operating activities$720,220 $1,232,558 
Net cash used in investing activities(43,002)(10,539)
Net cash used in financing activities(177,769)(1,104,857)
Net change in cash, cash equivalents and restricted cash499,449 117,162 
Cash and cash equivalents, beginning of period678,371 1,120,650 
Cash and cash equivalents, end of period$1,177,820 $1,237,812 
Operating Activities
Operating activities provided $720.2 million and $1,232.6 million of cash for the nine months ended September 30, 2024, and 2023, respectively. Key drivers consisted of performance allocation and co-investment proceeds totaling $843.2 million and $651.0 million for the nine months ended September 30, 2024 and 2023, respectively. This was partially offset by other changes in operating assets and liabilities for the nine months ended September 30, 2024 and 2023, respectively.
Investing Activities
Investing activities used $43.0 million and $10.5 million of cash during the nine months ended September 30, 2024, and 2023, respectively. During the nine months ended September 30, 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 nine months ended September 30, 2023 is primarily related to purchases of fixed assets.
Financing Activities
Financing activities used $177.8 million and used $1,104.9 million of cash during the nine months ended September 30, 2024, and 2023, respectively. During the nine months ended September 30, 2024, cash provided from financing activities is primarily related to the 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. Cash used in financing activities during the nine months ended September 30, 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 redemption of the outstanding YTPG and AFTR Class A Ordinary Shares, which was funded by our Assets held in Trust Account.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements, as defined in Regulation S-K.
Critical Accounting Estimates
There has been no material change to our critical accounting estimates disclosed in our Annual Report. We prepare our Condensed Consolidated Financial Statements in accordance with U.S. GAAP. The preparation of 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 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. For a description of our accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Condensed Consolidated Financial Statements included elsewhere in this report and for a discussion of our policies and estimates, see “Item 7.––Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our Annual Report on Form 10-K for the year ended December 31, 2023.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risks primarily relates to our role as investment advisor or general partner to our TPG funds and the impact of movements in the underlying fair value of their investments. There was no material change in our market risks during the three months ended September 30, 2024. For additional information, refer to our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
We, under the supervision of and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in litigation and claims incidental to the conduct of our business. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. See “Item 1A.—Risk Factors—Risks Related to Our Industry—Extensive regulation of our businesses affects our activities and creates the potential for significant liabilities and penalties. Increased regulatory focus on the alternative asset industry or legislative or regulatory changes could result in additional burdens and expenses on our business” in our Annual Report. We are not currently subject to any pending legal (including judicial, regulatory, administrative or arbitration) proceedings that we expect to have a material impact on our Condensed Consolidated Financial Statements. However, given the inherent unpredictability of these types of proceedings, an adverse outcome in certain matters could have a material effect on TPG’s financial results in any particular period. See Note 12, “Commitments and Contingencies,” to the Condensed Consolidated Financial Statements.
Item 1A. Risk Factors
For a discussion of our potential risks and uncertainties, see the information under “Item 1A.––Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our stock that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2024, Deborah Messemer, our independent director, adopted the following Rule 10b5-1 plan (the “Rule 10b5-1 Plan”):
NameTitleType of Trading ArrangementSecurityDate of ActionDuration of Trading ArrangementAggregate Number of Securities Covered
Deborah MessemerIndependent DirectorRule 10b5-1Class A common stock
August 12, 2024
January 13, 2025 to July 31, 2025
3,491
The Rule 10b5-1 Plan reported above was adopted during an authorized trading period and when the plan participant was not in possession of material non-public information. The Rule 10b5-1 Plan is subject to a number of conditions, including the price at which, and timing of when, sales may occur, and is subject to modification or termination in accordance with applicable law.

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Item 6. Exhibits
The following is a list of all exhibits filed or furnished as part of this report:
Exhibits are included below.
Exhibit No.
Description
3.1*
3.2*
3.3*
22.1*
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
________________
* Incorporated by reference
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 4, 2024
/s/ Jack Weingart
Jack Weingart
Chief Financial Officer and Director (Principal Financial Officer and Authorized Signatory)

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