TPG INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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," "Part II-Item 1A.-Risk Factors" and
"--Unaudited Pro Forma Condensed Consolidated Financial Information and Other
Data" should be read in conjunction with our Annual Report on Form 10-K for the
year ended December 31, 2021 filed with the SEC on March 29, 2022. We assume no
obligation to update any of these forward-looking statements.

On January 12, 2022, we completed a corporate reorganization (the
"Reorganization"), which included a corporate conversion of TPG Partners, LLC to
a Delaware corporation named TPG Inc., in conjunction with an initial public
offering ("IPO") of our Class A common stock. The IPO closed on January 18,
2022. Unless the context suggests otherwise, references in this report to "TPG",
"the Company", "we", "us" and "our" refer (i) prior to the completion of the
Reorganization and IPO to TPG Group Holdings SBS, L.P. and its consolidated
subsidiaries and (ii) from and after the completion of the Reorganization and
IPO to TPG Inc. and its consolidated subsidiaries.

Business Overview

We are a leading global alternative asset manager with approximately $120.4
billion in assets under management ("AUM") as of March 31, 2022. We primarily
invest in complex asset classes such as private equity, real estate and public
market strategies. We have built our firm through a 30-year history of
successful innovation and organic growth, and we believe that we have delivered
attractive risk-adjusted returns to our clients and established a premier
investment business focused on the fastest-growing segments of both the
alternative asset management industry and the global economy. We believe that we
have a distinctive business approach as compared to other alternative asset
managers and a diversified, innovative array of multi-product investment
platforms that position us well to continue generating sustainable growth across
our business. Our platforms are:

•Capital: Our Capital platform is focused on large-scale, control-oriented
private equity investments. Capital platform funds are organized in four primary
products, including (i) TPG Capital, our North America and Europe-focused
private equity and large-scale growth equity investing business, (ii) TPG Asia,
our Asia dedicated franchise, (iii) TPG Healthcare Partners, which makes
healthcare-related investments primarily in partnership with other TPG funds,
and (iv) single asset continuation vehicles which allow limited partners to
remain invested in a portfolio company beyond the life of the TPG fund that
initially invested in the company.

•Growth: Our Growth platform provides us with a flexible mandate to capitalize
on investment opportunities 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 platform consists of three primary products, including (i)
TPG Growth, our dedicated growth equity and middle market investing product
which makes growth equity, control growth buyout, and late-stage venture
investments globally, (ii) TPG Tech Adjacencies, which pursues minority
structured investments in technology sectors, and (iii) TPG Digital Media, which
focuses on opportunities in digital media and content-centric themes.

•Impact: We have a fundamental belief that private enterprise can contribute
significantly to addressing societal challenges globally and launched our Impact
platform in 2016 to pursue both competitive financial returns and measurable
societal benefits at scale. Our Impact funds are organized in three primary
products, including (i) The Rise Funds, our vehicles for investing across
multiple vectors of societal impact, such as climate, education, financial
inclusion, agriculture, and healthcare, (ii) TPG Rise Climate, our dedicated
climate impact investing product, and (iii) an emerging markets healthcare fund,
Evercare.

•Real Estate: We established our real estate investing practice in 2009 to
pursue real estate investments systematically and build the capabilities to do
so at significant scale. Today, we are investing in real estate through three
primary products, including (i) TPG Real Estate Partners ("TREP"), an
opportunistic strategy that focuses on acquiring and building real estate
platforms utilizing a distinct theme-based strategy, which often aligns with
TPG's
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broader thematic sector expertise, (ii) TPG Real Estate Thematic Advantage
Core-Plus, an extension of TREP which targets investments in stabilized or near
stabilized real estate, and (iii) TPG RE Finance Trust, Inc. (NYSE: TRTX)
(“TRTX”), our publicly traded mortgage real estate investment trust (“REIT”).

•Market Solutions: Our Market Solutions platform leverages the broader TPG
ecosystem to create differentiated products in order to address specific market
opportunities. The Market Solutions platform products consist of Public Market
Investing funds, SPACs, Capital Markets activities, and Private Markets
Solutions, which seeks to acquire private equity positions on a secondary basis.

The investment adviser of our funds generally receives a management fee based on
a percentage of the fund's capital commitments, or the fund's invested capital,
depending on the fund's terms and position in its lifecycle. The investment
advisers to certain of our funds may also receive special fees, including
transaction fees upon consummation of transactions, monitoring fees from
portfolio companies following acquisition and other fees in connection with
their activities. As part of its partnership interest in a fund and, in addition
to a return on its capital interest in a fund, the general partner or an
affiliate is generally entitled to receive performance allocations from a fund.
Performance allocations are generally calculated on a realized basis, and each
general partner (or affiliate) is generally entitled to an allocation of 20% of
the net realized profits generated by such fund, subject to a preferred limited
partner return typically of 8% per year.

Operating Segments

We operate our business as a single operating and reportable segment, which is
consistent with how our CEO, who is our chief operating decision maker, reviews
financial performance and allocates resources. We operate collaboratively across
platforms with a single expense pool.

Trends Affecting our Business

Our business is affected by a variety of factors, including conditions in the
financial markets and economic and political conditions. Changes in global
economic conditions and regulatory or other governmental policies or actions can
materially affect the values of funds managed by TPG, as well as our ability to
source attractive investments and completely deploy the capital that we have
raised. However, we believe our disciplined investment philosophy across our
diversified investment platforms and our shared investment themes focus on
attractive and resilient sectors of the global economy have historically
contributed to the stability of our performance throughout market cycles.

The three months ended March 31, 2022 generally experienced increased volatility
across asset classes relative to the preceding few quarters. Multiple
compounding factors impacted the global economic backdrop and financial markets,
notably tightening monetary policy, higher inflation as a result of supply chain
constraints, wage pressures due to labor shortages, and the ongoing geopolitical
conflict in Europe.

In U.S. equities, the S&P 500 returned (4.9%) in the first quarter of 2022
resulting in the first negative quarter since the onset of the COVID-19 pandemic
in early 2020. A late-March rally masked the degree of intra-quarter volatility,
with the index touching as low as (12.5%) for the year prior to recovering
towards the end of the quarter. Energy and Utilities were the only S&P 500
sectors to gain in the quarter as the ongoing conflict between Russia and the
Ukraine drove commodity prices 25.5% higher, as indicated by the Bloomberg
Commodity Index. Conversely, Consumer Discretionary, Technology, and
Communication Services equities saw the largest declines. The CBOE Volatility
Index rose 19.4% to 20.6% in the first quarter of 2022.

Elevated levels of inflation persisted during the three months ended March 31,
2022. The Consumer Price Index rose 7.5%, 7.9%, and 8.5% year-over-year at the
January, February, and March readings, respectively, compared to an average
monthly reading of +4.7% through 2021. In part due to elevated inflation, the
U.S. Federal Reserve ended quantitative easing measures and raised interest
rates for the first time since the pandemic began, increasing the fed funds
target 25bps to 0.25%-0.50%. Further, the Federal Reserve increased rate
guidance for 2022 and 2023 from the guidance provided at its previous meeting in
December 2021.

U.S. Treasury yields increased across the curve during the three months ended
March 31, 2022, with larger swings seen at the short end of the curve. 2-Year
Treasuries ended the quarter yielding 2.33%, up from 0.73% at the end of 2021,
and the 10-Year Treasury yield rose to 2.33% from 1.51%. Corporate bonds moved
in tandem with Treasuries. U.S. High Yield and Investment Grade Bond indices
fell (4.5%) and (5.9%) respectively in the quarter. High Yield credit spreads
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widened over 100bps at their worst point during the quarter, though ended the
quarter only 30bps wider than December 2021 levels.

The U.S. unemployment rate declined to 3.6% by the end of the three months ended
March 31, 2022, from 3.9% as of the end of 2021, though labor force
participation remains below pre-pandemic levels. Average hourly earnings rose
1.3% to $31.73 in the quarter, a 5.1% annualized rate. Over the past 12 months,
as of the end of March 2022, average hourly earnings have increased by 5.6%.
Retail sales in the US were up 0.5% month-over-month in March, below the 0.8%
rise in February. Consumer spending remains robust but reflect mainly an
increase in spending due to a surge in prices for energy, food and other goods
and services

In addition to these macroeconomic trends and market factors, our future
performance is heavily dependent on our ability to attract new capital, generate
strong, stable returns, source investments with attractive risk-adjusted returns
and provide attractive investment products to a growing investor base. We
believe the following factors will influence our future performance:

•The extent to which prospective fund investors favor alternative investments.
Our ability to attract new capital is in part dependent on our current and
prospective fund investors' views of alternative investments relative to
traditional asset classes. We believe that our fundraising efforts will continue
to be subject to certain fundamental asset management trends, including (i) the
increasing importance and market share of alternative investment strategies to
fund investors of all types as fund investors focus on lower-correlated and
absolute levels of return, (ii) the increasing demand for private markets from
private wealth fund investors, (iii) shifting asset allocation policies of
institutional fund investors in particular favoring private markets and (iv)
increasing barriers to entry and growth.

•Our ability to generate strong, stable returns on behalf of our fund investors.
Our ability to raise and retain capital is significantly dependent on our track
record and the investment returns we are able to generate for our fund
investors. The capital we raise drives growth in our AUM, fee earning assets
under management ("FAUM") management fees and performance fees. Although our
AUM, FAUM and fee-related revenues have grown significantly since our inception
and in recent years, a significant deterioration in the returns we generate for
our fund investors, adverse market conditions or an outflow of capital in the
alternative asset management industry in general, or in the private equity
segments in which we specialize, could negatively affect our future growth rate.
In addition, market dislocations, contractions or volatility could adversely
affect our returns in the future, which could in turn affect our fundraising
abilities in the future, as both existing and prospective fund investors will
consider our historical return profile in future asset allocations.

•Our ability to source investments with attractive risk-adjusted returns. Our
ability to continue to grow our revenue is dependent on our continued ability to
source attractive investments and efficiently deploy the capital that we have
raised. Although the capital deployed in any one quarter may vary significantly
from period to period due to the availability of attractive opportunities and
the long-term nature of our investment strategies, we believe that our ability
to efficiently and effectively invest our growing pool of fund capital puts us
in a favorable position to maintain our revenue growth over time. Our ability to
identify attractive investments and execute on those investments is dependent on
a number of factors, including the general macroeconomic environment, market
positioning, valuation, transaction size and the expected duration of such
investment opportunities. A significant decrease in the quality or quantity of
potential opportunities, particularly in our core focus sectors (including
technology and healthcare), could adversely affect our ability to source
investments with attractive risk-adjusted returns.

•The attractiveness of our product offerings to a broad and evolving investor
base. Investors in our industry may have changing investment priorities and
preferences over time, including with respect to risk appetite, portfolio
allocation, desired returns and other considerations. Fund investors' increasing
desire to work with fewer managers has also resulted in heightened competition.
We continue to expand and diversify our product offerings to increase investment
options for our fund investors, while balancing this expansion with our goal of
continuing to deliver consistent, attractive returns. Our track record of
innovation and the organic incubation of new product platforms and strategies is
representative of our adaptability and focus on delivering products that are in
demand by our clients.
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•Our ability to maintain our competitive advantage relative to competitors. Our
data, analytical tools, deep industry knowledge, culture and teams allow us to
provide our fund investors with attractive returns on their committed capital as
well as customized investment solutions, including specialized services and
reporting packages as well as experienced and responsive compliance,
administration and tax capabilities. Our ability to maintain our advantage is
dependent on a number of factors, including our continued access to a broad set
of private market information, access to deal flow, retaining and developing our
talent and our ability to grow our relationships with sophisticated partners.

Reorganization

On December 31, 2021, TPG undertook certain transactions as part of the
Reorganization (as defined herein), which included transferring to RemainCo
certain economic entitlements to performance allocations from certain of the TPG
general partner entities as well as cash at the TPG Operating Group that related
to those TPG general partner entities' economic entitlements. We continue to
consolidate these TPG general partner entities because we maintain control and
have an implicit variable interest. We also transferred the TPG Operating
Group's co-investment interests in consolidated TPG Funds (as defined herein)
which led to the deconsolidation of those funds as of December 31, 2021.
Additionally, we transferred certain other economic entitlements associated with
certain other investments, including our investment in certain TPG funds we do
not consolidate, our former affiliate and other equity method investments. This
did not include certain of our strategic equity method investments, including
Harlem Capital partners, VamosVentures and LandSpire Group, as the economics of
these investments continue to be part of the TPG Operating Group after the
Reorganization.

Subsequent to December 31, 2021 and in connection with our IPO, TPG Partners,
LLC converted from a limited liability company to a Delaware corporation and
changed its name to TPG Inc. and completed the remainder of the Reorganization
on January 12, 2022. Following our incorporation, the Reorganization and the
IPO, we are a holding company and our only business is to act as the owner of
the entities serving as the general partner of the TPG Operating Group
partnerships and our only material assets are Common Units representing 25.6% of
the Common Units and 100% of the interests in certain intermediate holding
companies as of March 31, 2022. In our capacity as the sole indirect owner of
the entities serving as the general partner of the TPG Operating Group
partnerships, we indirectly control all of the TPG Operating Group's business
and affairs.

Basis of Accounting

TPG Inc. is considered the successor of TPG Group Holdings for accounting
purposes, and TPG Group Holdings' consolidated financial statements are our
historical financial statements. Given the ultimate controlling partners of TPG
Group Holdings control TPG Inc., who in turn controls the TPG Operating Group,
we account for the acquisition of such continuing limited partners' interests in
our business, as part of the Reorganization, as a transfer of interests under
common control. Accordingly, we carry forward the existing value of such
continuing limited partners' interest in the assets and liabilities recognized
in the TPG Operating Group's financial statements prior to our IPO into our
financial statements following our IPO.

TPG Group Holdings' historical financial statements include the consolidated
accounts of management companies, general partners of pooled investment entities
and certain consolidated TPG funds, which are held in TPG Operating Group I,
L.P. (formerly known as "TPG Holdings I, L.P." and referred to as "TPG Operating
Group I"), TPG Operating Group II, L.P. (formerly known as "TPG Holdings II,
L.P." and referred to as "TPG Operating Group II") and TPG Operating Group III,
L.P. (formerly known as "TPG Holdings III, L.P." and referred to as "TPG
Operating Group III"). Prior to our IPO, the TPG Operating Group was controlled
by TPG Group Holdings and as a result of the Reorganization is controlled by TPG
Inc. after our IPO.

When an entity is consolidated, we reflect the accounts of the consolidated
entity, including its assets, liabilities, revenues, expenses, investment
income, cash flows and other amounts, on a gross basis. While the consolidation
of an entity does not impact the amounts of net income attributable to
controlling interests, the consolidation does impact the financial statement
presentation in accordance with accounting principles generally accepted in the
United States of America ("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.
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We are not required under 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. Pursuant to GAAP, we
consolidate certain TPG funds and SPACs, which we refer to collectively as the
"consolidated TPG Funds and Public SPACs," in our condensed consolidated
financial statements for certain of the periods we present. Management fees and
performance allocations from the consolidated TPG Funds and Public SPACs are
eliminated in the condensed consolidated financial statements. The assets and
liabilities of the consolidated TPG Funds and Public SPACs are generally held
within separate legal entities and, as a result, the liabilities of the
consolidated TPG Funds and Public SPACs are non-recourse to us. Since we only
consolidate a limited portion of our TPG investment funds, the performance of
the consolidated TPG Funds and Public SPACs is not necessarily consistent with
or representative of the aggregate performance trends of our TPG investment
funds.

Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19
as a global pandemic. Numerous countries, including the United States,
instituted a variety of restrictive measures to contain the viral spread,
including mandatory quarantines and travel restrictions, leading to significant
disruptions and uncertainty in the global financial markets. While many of the
initial restrictions in the United States have been relaxed or removed, the risk
of future outbreaks of COVID-19, or variants thereof, or of other public health
crises remain. Further, certain public health restrictions remain in place and
lifted restrictions may be reimposed to mitigate risks to public health. In
2021, the global economy began reopening, facilitating robust economic activity.
However, the economic recovery is only partially underway and has been gradual,
uneven and characterized by meaningful dispersion across sectors and regions
with uncertainty regarding its ultimate length and trajectory. Further, the
emergence of COVID-19 variants and related surges in cases have resulted in
setbacks to the recovery, and subsequent surges could lead to renewed
restrictions. Many public health experts believe that COVID-19 could persist or
reoccur for years, and even if the lethality of the virus declines, such
reoccurrence could trigger increased restrictions on business operations.

The COVID-19 pandemic has affected, and will continue to affect, our business.
We continue to closely monitor developments related to COVID-19 and assess any
potential negative impacts to our business. In particular, our future results
may be adversely affected by (i) decreases in the value of investments in
certain industries that have been materially impacted by the COVID-19 pandemic
and related governmental measures, (ii) slowdowns in fundraising activity and
(iii) reductions in our capital deployment pace. See "Item 1A.-Risk
Factors-Risks Related to Our Business-Significant setbacks in the reopening of
the global economy or reinstatement of lockdowns or other restrictions as a
result of the ongoing COVID-19 pandemic may negatively impact our business and
our results of operations, financial condition and cash flow" in our Annual
Report on Form 10-K for the year ended December 31, 2021.

Key Financial Measures

Our key financial and operating measures are discussed below.

Revenues

Fees and Other. Fees and other consists primarily of (i) management and
incentive fees for providing investment management services to unconsolidated
funds, collateralized loan obligations and other vehicles; (ii) monitoring fees
for providing services to portfolio companies; (iii) transaction fees for
providing advisory services, debt and equity arrangements and underwriting and
placement services; and (iv) expense reimbursements from unconsolidated funds,
portfolio companies and third-parties. These fee arrangements are documented
within the contractual terms of the governing agreements and are recognized when
earned, which generally coincides with the period during which the related
services are performed and in the case of transaction fees, upon closing of the
transaction. Monitoring fees may provide for a termination payment following an
initial public offering or change of control. These termination payments are
recognized in the period in which the related transaction closes.

Capital Allocation-Based Income. Capital allocation-based income is earned from
the TPG funds when we have (i) a general partner's capital interest and (ii)
performance allocations which entitle us to a disproportionate allocation of
investment income or loss from an investment fund's limited partners. We are
entitled to a performance allocation (typically 20%) based on cumulative fund or
account performance to date, irrespective of whether such amounts have been
realized. These performance allocations are subject to the achievement of
minimum return levels (typically 8%), in accordance with the terms set forth in
the respective fund's governing documents. We account for our investment
balances in the TPG Funds, including performance allocations, under the equity
method of accounting because we are presumed to
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have significant influence as the general partner or managing member; however,
we do not have control as defined by Accounting Standards Codification Topic
810-Consolidation. 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 Accounting Standards Codification Topic
606-Revenue from Contracts with Customers ("ASC 606").

Expenses

Compensation and Benefits. Compensation and benefits expense includes (i)
cash-based compensation and benefits (ii) equity based compensation and (iii)
performance allocation compensation. Bonuses are accrued over the service period
to which they relate. In addition, we have equity-based compensation
arrangements that require certain TPG executives and employees to vest ownership
of a portion of their equity interests over a service period of generally one to
six years, which under GAAP will result in compensation charges over current and
future periods. In connection with our IPO, we granted restricted stock units
("RSUs") to executives and employees. Performance allocation payments in the
legal form of equity made directly or indirectly to our partners and
professionals are allocated and distributed, when realized, pro rata based on
ownership percentages in the underlying investment partnership and are accounted
for as distributions on the equity held by such partners rather than as
compensation and benefits expense prior to the Reorganization and IPO.
Subsequent to the Reorganization and IPO, we account for these distributions as
performance allocation compensation.

General, Administrative and Other. General and administrative expenses include
costs primarily related to professional services, occupancy, travel,
communication and information services and other general operating items.

Depreciation and Amortization. Depreciation and amortization of tenant
improvements, furniture and equipment and intangible assets are expensed on a
straight-line basis over the useful life of the asset.

Interest Expense. Interest expense includes interest paid and accrued on our
outstanding debt and along with the amortization of deferred financing costs.

Expenses of consolidated TPG Funds and Public SPACs. Expenses of consolidated
TPG Funds and Public SPACs consists 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 from, our
investments is significantly impacted by the global financial markets. This
impact affects the net gains (losses) from investment activities recognized in
any given period. Upon the disposition of an investment, previously recognized
unrealized gains (losses) are reversed and an offsetting realized gain (loss) is
recognized in the period in which the investment is sold. Since our investments
are carried at fair value, fluctuations between periods could be significant due
to changes to the inputs to our valuation process over time.

Interest, Dividends and Other. Interest income is recognized on an accrual basis
to the extent that such amounts are expected to be collected using the effective
interest method. Dividends and other investment income are recorded when the
right to receive payment is established.

Net Gains (Losses) from Investment Activities of consolidated TPG Funds and
Public SPACs. Net gains (losses) from investment activities includes (i)
realized gains (losses) from the sale of equity, securities sold and not yet
purchased, debt and derivative instruments and (ii) unrealized gains (losses)
from changes in the fair value of such instruments.

Unrealized Gains (Losses) on Derivative Liabilities of consolidated Public
SPACs. Unrealized gains (losses) on derivative liabilities of consolidated
Public SPACs are changes in the fair value of derivative contracts entered into
by our consolidated Public SPAC entities, which are included in current period
earnings.
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Interest, Dividends and Other of consolidated TPG Funds and Public SPACs.
Interest income is recognized on an accrual basis to the extent that such
amounts are expected to be collected using the effective interest method.
Dividends and other investment income are recorded when the right to receive
payment is established.

Income Tax Expense

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

Non-controlling Interests

For entities that are consolidated, but not 100% owned, a portion of the income
or loss and corresponding equity is allocated to owners other than TPG. The
aggregate of the income or loss and corresponding equity that is not owned by us
is included in non-controlling interests in the condensed 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 March 31,
                                                                     2022                     2021

                                                                            (in thousands)
Revenues
Fees and other                                                $        273,005          $      210,155
Capital allocation-based income                                        837,705                 994,578
Total revenues                                                       1,110,710               1,204,733

Expenses
Compensation and benefits:
Cash-based compensation and benefits                                   116,359                 127,981
Equity-based compensation                                              185,911                       -
Performance allocation compensation                                    523,138                       -
Total compensation and benefits                                        825,408                 127,981
General, administrative and other                                      102,264                  53,130
Depreciation and amortization                                            8,699                   1,364
Interest expense                                                         4,638                   3,921
Expenses of consolidated TPG Funds and Public SPACs:
Interest expense                                                             -                     192
Other                                                                    1,523                   8,058
Total expenses                                                         942,532                 194,646

Investment income
Income from investments:
Net gains from investment activities                                     6,643                  72,404
Interest, dividends and other                                              204                     979

Investment income of consolidated TPG Funds and Public SPACs:
Net losses from investment activities

                                        -                  (7,616)
Unrealized gains on derivative liabilities of Public SPACs               2,657                  87,600
Interest, dividends and other                                              126                     988
Total investment income                                                  9,630                 154,355
Income before income taxes                                             177,808               1,164,442
Income tax expense                                                      15,004                   3,128
Net income                                                             162,804               1,161,314

Net (loss) income attributable to redeemable equity in Public
SPACs prior to IPO

                                                        (517)                 63,558

Net loss attributable to non-controlling interests in
consolidated TPG Funds prior to IPO

                                          -                  (5,736)

Net income attributable to other non-controlling interests
prior to IPO

                                                               966                 589,311
Net income attributable to TPG Group Holdings prior to IPO               5,256                 514,181
Net income attributable to redeemable equity in Public SPACs             1,823                       -

Net loss attributable to non-controlling interests in TPG
Operating Group

                                                         (4,912)                      -
Net income attributable to other non-controlling interests             118,904                       -

Net income attributable to TPG Inc. subsequent to IPO $ 41,284 $

            -

Net income per share data:
Net income available to Class A common stock per share
Basic

                                                         $           0.52          $            -
Diluted                                                       $           0.11          $            -
Weighted-average shares of Class A common stock outstanding
Basic                                                                  79,240,057                       -
Diluted                                                               308,892,698                       -


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Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Revenues

Revenues consisted of the following for the Three Months Ended March 31, 2022
and 2021:
                                                                   Three Months Ended March 31,
                                                 2022                 2021               Change                %

                                                                         ($ in thousands)
Management fees                             $   204,808          $   153,929          $  50,879                  33  %
Transaction, monitoring and other fees, net      24,882               25,842               (960)                 (4) %
Expense reimbursements and other                 43,315               30,384             12,931                  43  %
Total fees and other                            273,005              210,155             62,850                  30  %
Performance allocations                         799,958              946,134           (146,176)                (15) %
Capital interests                                37,747               48,444            (10,697)                (22) %
Total capital allocation-based income           837,705              994,578           (156,873)                (16) %
Total revenues                              $ 1,110,710          $ 1,204,733          $ (94,023)                 (8) %


Fees and other revenues increased by $62.9 million, or 30% during the three
months ended March 31, 2022, compared to the three months ended March 31, 2021.
The change is comprised of an increase in management fees of $50.9 million and
increases in expense reimbursements and other of $12.9 million, partially offset
by decreases in transaction, monitoring and other fees, net of $1.0 million.

Management Fees. The increase in management fees was primarily driven by
additional management fees from Rise Climate of $28.2 million, which held its
initial close in the third quarter of 2021, Growth V of $7.7 million and TREP IV
of $8.7 million, which had its initial close in January 2022. NewQuest, which
was acquired on July 1, 2021, also contributed an additional $6.6 million of
management fees during the three months ended March 31, 2022. The increases were
primarily offset by a decline in management fees of $6.1 million earned from TPG
VII driven by lower assets under management during the three months ended March
31, 2022 compared to the three months ended March 31, 2021. Certain management
fees in the three months ended March 31, 2022 were considered catch-up fees as a
result of additional capital commitments from limited partners to Rise Climate
in the amount of $2.8 million. Rise Climate had its initial closing in 2021.

Transaction, Monitoring and Other Fees, Net. The decrease in transaction,
monitoring and other fees, net during the three months ended March 31, 2022 was
primarily driven by decreased transaction fees of $3.7 million earned from
portfolio companies in our Real Estate and Capital platforms partially offset by
an increase of $2.8 million in transaction fees, net related to broker-dealer
activity within the Market Solutions platform.

Expense Reimbursements and Other. The increase in expense reimbursements and
other was largely driven by additional reimbursements from TPG funds of $5.3
million and the administrative service fees from RemainCo totaling $5.1 million
during the three months ended March 31, 2022.

Performance Allocations. Performance allocations decreased by $146.2 million to
$800.0 million for the three months ended March 31, 2022, compared to $946.1
million for the three months ended March 31, 2021. The decrease primarily
resulted from lower realized and unrealized portfolio appreciation of 7% during
the three months ended March 31, 2022 compared to 11% realized and unrealized
appreciation of the portfolio during the three months ended March 31, 2021.
Realized performance allocations for the three months ended March 31, 2022 and
2021 totaled $585.7 million and $133.6 million, respectively. Unrealized
performance allocations for the three months ended March 31, 2022 and 2021
totaled $214.3 million and $812.5 million, respectively.

The table below highlights performance allocations for the three months ended
March 31, 2022 and 2021, and separates the entities listed into two categories
to reflect the Reorganization: (i) TPG general partner entities from which the
TPG Operating Group Common Unit holders are expected to receive a 20%
performance allocation and (ii) TPG general partner entities from which the TPG
Operating Group Common Unit holders are not expected to receive any performance
allocation.
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                                                       Three Months Ended March 31,
                                              2022           2021          Change          %

                                                             ($ in thousands)

TPG Operating Group Shared:

       TPG VII                             $ 411,179      $ 343,516      $  67,663         20  %
       TPG VIII                              187,524         62,629        124,895        199  %
       Asia VI (1)                            22,953        195,728       (172,775)       (88) %
       Asia VII                               30,601         50,535        (19,934)       (39) %
       THP                                    21,020         27,101         (6,081)       (22) %
       TES                                     8,961              -          8,961            NM
       AAF                                    21,298              -         21,298            NM
       Platform: Capital                     703,536        679,509         24,027          4  %
       Growth III (1)                        (27,903)       (29,915)         2,012          7  %
       Growth IV                              13,933        110,696        (96,763)       (87) %
       Growth V                               11,391          7,572          3,819         50  %
       TTAD I                                  7,240         15,922         (8,682)       (55) %
       TDM                                    10,571         17,107         (6,536)       (38) %
       Platform: Growth                       15,232        121,382       (106,150)       (87) %
       Rise I                                 (2,628)        (9,939)         7,311         74  %
       Rise II                                  (522)             -           (522)           NM
       Platform: Impact                       (3,150)        (9,939)         6,789         68  %
       TREP III                               46,067         10,604         35,463        334  %
       TAC+                                    2,555              -          2,555            NM
       Platform: Real Estate                  48,622         10,604         38,018        359  %
       TPEP                                    6,501            673          5,828        866  %
       NewQuest                                7,868              -          7,868            NM
       Strategic Capital                      (2,024)             -         (2,024)           NM
       Platform: Market Solutions             12,345            673         

11,672 1734 %

Total TPG Operating Group Shared: $ 776,585 $ 802,229 $ (25,644) (3) %

TPG Operating Group Excluded:

       TPG IV                                     (5)         2,716         (2,721)      (100) %
       TPG VI                                 (8,969)       (11,098)         2,129         19  %
       Asia IV                                   (28)         1,003         (1,031)      (103) %
       Asia V                                 12,034         19,986         (7,952)       (40) %
       MMI                                       588            259            329        127  %
       TPG TFP                                    (2)            (3)             1         33  %
       Platform: Capital                       3,618         12,863         (9,245)       (72) %
       Growth II                               3,077         45,235        (42,158)       (93) %
       Growth II Gator                         3,966         60,341        (56,375)       (93) %
       Biotech II                                  -           (342)           342        100  %
       Biotech III                             5,639          6,624           (985)       (15) %
       Biotech IV                                 (4)             -             (4)           NM
       Biotech V                                   -            (45)            45        100  %
       Platform: Growth                       12,678        111,813        (99,135)       (89) %


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                                                          Three Months Ended March 31,
                                                2022           2021           Change          %

                                                                ($ in thousands)
   TREP II                                       1,172         21,943         (20,771)       (95) %
   DASA - Real Estate                            1,018         (2,660)          3,678        138  %
   Platform: Real Estate                         2,190         19,283         (17,093)       (89) %
   TSI                                             164            (54)            218        404  %
   Evercare                                      4,723              -           4,723            NM
   Platform: Impact                              4,887            (54)          4,941       9150  %

Total TPG Operating Group Excluded (2) $ 23,373 $ 143,905 $ (120,532) 84 %

   Total Performance Allocations             $ 799,958      $ 946,134      $ (146,176)       (15) %


___________

(1)After the Reorganization, we retained an economic interest in performance
allocations from the Growth III and Asia VI general partner entities, which
entitles us to a performance allocation equal to 10%; however, we intend to
allocate the full amount as performance allocation compensation expense. As
such, net income available to controlling interest holders is zero for each of
these funds following the Reorganization.

(2)The TPG Operating Group Excluded entities' performance allocations is not a
component of net income attributable to TPG following the Reorganization;
however, the TPG general partner entities continue to be consolidated by us. We
transferred the rights to the performance allocations the TPG Operating Group
historically would have received to RemainCo on December 31, 2021. As such, net
income available to controlling interest holders will be zero for each of the
TPG Operating Group Excluded entities beginning January 1, 2022. See "Unaudited
Pro Forma Condensed Consolidated Financial Information and Other Data" which
reflects the projected impact of the Reorganization.

The decrease in total performance allocations for the three months ended March
31, 2022 compared to the three months ended March 31, 2021 was primarily driven
by lower realized and unrealized appreciation in Asia VI, Growth IV and Growth
II Gator, partially offset by higher realized and unrealized appreciation in TPG
VII and TPG VII.

As of March 31, 2022, accrued performance allocations for Common Unit holders
TPG Operating Group shared TPG general partner entities totaled $4.8 billion. As
of March 31, 2022, accrued performance allocations for Common Unit holders TPG
Operating Group excluded TPG general partner entities totaled $0.7 billion.

Capital Interest. Capital interest income decreased by $10.7 million to $37.7
million for the three months ended March 31, 2022 compared to $48.4 million for
the three months ended March 31, 2021. The decrease was primarily driven by
income from our investments in the Capital and Growth platforms.

Expenses

Cash-Based Compensation and Benefits. Cash-based compensation and benefits
expense decreased by $11.6 million, or 9%, for the three months ended March 31,
2022 compared to the three months ended March 31, 2021. The decrease was
primarily driven by a $27.6 million decrease in accrued bonuses for senior
professionals for the three months ended March 31, 2022 which, following our
Reorganization and IPO, are recorded in performance allocation compensation
expense. The decrease was partially offset by increases in salaries and benefits
and accrued bonuses of $8.6 million and $6.4 million, respectively, driven by an
increase in headcount for the three months ended March 31, 2022.

Equity-based Compensation. Equity-based compensation expense increased by $185.9
million for the three months ended March 31, 2022 compared to the three months
ended March 31, 2021. The increase was primarily driven by the Reorganization
and IPO, which resulted in $169.9 million of expense associated with unvested
units granted to certain of our employees at TPG Partner Holdings, RemainCo, and
the TPG Operating Group as well as $15.1 million of expense associated with RSUs
granted to TPG employees and certain of our executives upon completion of our
IPO in January 2022. We had no such expense during the three months ended March
31, 2021.

Performance Allocation Compensation. Performance allocation compensation
increased by $523.1 million for the three months ended March 31, 2022 compared
to the three months ended March 31, 2021. The increase is attributable to the
recognition of partnership distributions to our partners and professionals as
compensation expense following our IPO. We had no such expense during the three
months ended March 31, 2021 as we were a private partnership.
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General, Administrative and Other. General and administrative expenses increased
by $49.1 million, or 92%, for the three months ended March 31, 2022 compared to
the three months ended March 31, 2021. The increase was primarily driven by a
$30.4 million increase in office overhead and other, inclusive of a $20.6
insurance policy purchased in connection with the IPO. This increase was also
driven by a $6.8 million increase in professional fees and an increase in
reimbursable expenses incurred on behalf of TPG funds of $5.3 million.

Depreciation and Amortization. Depreciation and amortization increased by $7.3
million for the three months ended March 31, 2022 compared to the three months
ended March 31, 2021. The increase is primarily due to the amortization of
intangible assets of $7.1 million during the three months ended March 31, 2022,
related to the acquisition of NewQuest on July 1, 2021.

Interest Expense. Interest expense increased by $0.7 million, or 18%, for the
three months ended March 31, 2022 compared to the three months ended March 31,
2021. This increase was primarily driven by interest expense of $0.6 million on
the Senior Unsecured Term Loan.

Expenses of consolidated TPG Funds and Public SPACs. Expenses of consolidated
TPG Funds and Public SPACs decreased by $6.7 million, or 82%, for the three
months ended March 31, 2022 compared to the three months ended March 31, 2021.
The decrease was primarily due to a reduction of $4.5 million of non-recurring
professional services expenses from TPG Pace Tech Opportunities Corp., which
completed its business combination in September 2021, and a decrease of $3.3
million of other expenses for TPG Pace Beneficial Corp.

Net Gains from Investment Activities. Net gains from investment activities
decreased by $65.8 million, to a gain of $6.6 million for three months ended
March 31, 2022 from a gain of $72.4 million, for the three months ended March
31, 2021. Following the Reorganization, we no longer recognize net gains or
losses from certain strategic investments that were transferred to RemainCo on
December 31, 2021. The gain recognized during the three months ended March 31,
2022 is primarily attributable to $7.9 million of income earned from our equity
method investment in NRDY.

Interest, Dividends and Other. Interest, dividends and other decreased by $0.8
million, or 79% for the three months ended March 31, 2022 compared to the three
months ended March 31, 2021. The decrease was driven by lower dividends received
from TRTX during the three months ended March 31, 2022 compared to the three
months ended March 31, 2021.

Net Losses from Investment Activities of consolidated TPG Funds and Public
SPACs. Net losses from investment activities of consolidated TPG Funds and
Public SPACs had no activity during the three months ended March 31, 2022
compared to $7.6 million for the three months ended March 31, 2021. Following
certain Reorganization activities, the Company no longer consolidates TPEP as
the Company does not have a controlling financial interest.

Unrealized Gains on Derivative Liabilities of Public SPACs. The $2.7 million and
$87.6 million of unrealized gain on derivative instruments recognized during the
three months ended March 31, 2022 and 2021, respectively, were attributable to
warrants issued by the consolidated Public SPAC entities and forward purchase
agreements held by third parties. The warrants held by public investors and
forward purchase agreements are treated as liability instruments rather than
equity instruments and subject to mark-to-market adjustments each period. Upon
the consummation of acquisitions of target companies by our Public SPACs or the
wind down of a Public SPAC, the associated liability will no longer be included
in our condensed consolidated financial statements.

Interest, Dividends and Other of consolidated TPG Funds and Public SPACs.
Interest, dividends and other of consolidated TPG Funds and Public SPACs
decreased by $0.9 million, or 87%, for the three months ended March 31, 2022
compared to the three months ended March 31, 2022. This decrease was primarily
driven by no longer recognizing dividends from our previously consolidated hedge
fund, TPEP, which was deconsolidated following certain Reorganization activities
on December 31, 2021 as the Company no longer has a controlling financial
interest.

Income Tax Expense. Income tax expense increased by $11.9 million, or 380%, for
the three months ended March 31, 2022 compared to the three months ended March
31, 2021. This increase was primarily related to the incorporation of TPG Inc.
as part of the Reorganization and IPO during the three months ended March 31,
2022 compared to the three months ended March 31, 2021.
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Unaudited Condensed Consolidated Statements of Financial Condition (GAAP basis)

                                                              March 31, 2022           December 31, 2021
($ in thousands)
Assets
Cash and cash equivalents                                   $     1,454,619          $          972,729
Investments                                                       6,347,314                   6,109,046
Due from affiliates                                                 207,819                     185,321
Other assets                                                        643,787                     670,452
Assets of consolidated TPG Funds and Public SPACs                 1,010,788                   1,024,465
Total assets                                                $     9,664,327 

$ 8,962,013

Liabilities, Redeemable Equity and Equity
Debt obligations                                            $       443,972          $          444,444
Due to affiliates                                                   244,119                     826,999
Accrued performance allocation compensation                       4,074,727                           -
Other liabilities                                                   428,125                     372,597
Liabilities of consolidated TPG Funds and Public SPACs               48,043                      56,532
Total liabilities                                           $     5,238,986 

$ 1,700,572

Redeemable equity from consolidated Public SPACs            $     1,000,056 

$ 1,000,027

Equity

Class A common stock $0.001 par value, 2,340,000,000 shares
authorized (79,070,565 and 0 shares issued and outstanding
as of March 31, 2022 and December 31, 2021, respectively) $

            79          $                -

Class B common stock $0.001 par value, 750,000,000 shares
authorized (229,652,641 and 0 shares issued and outstanding
as of March 31, 2022 and December 31, 2021, respectively)

               230                           -

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

                                      -                           -
Additional paid-in-capital                                          479,854                           -
Retained earnings                                                    41,257                           -
Partners' capital controlling interests                                   -                   1,606,593
Other non-controlling interests                                   2,903,865                   4,654,821
Total equity                                                      3,425,285                   6,261,414
Total liabilities, redeemable equity and equity             $     9,664,327 

$ 8,962,013

Cash and cash equivalents increased $481.9 million primarily due to net proceeds
of $391.3 million from our IPO in January 2022.

Investments increased $238.3 million as of March 31, 2022 primarily due to an
increase in unrealized accrued performance fees of $214.6 million. For the three
months ended March 31, 2022, our investments have generated realized and
unrealized portfolio appreciation of 7%.

Accrued performance allocation compensation increased $4,074.7 million as of
March 31, 2022. The increase is primarily due to recognition of performance
allocation compensation for the three months ended March 31, 2022 following our
IPO.

Total equity decreased $2,836.1 million as of March 31, 2022 primarily due to
the Reorganization and our IPO in January 2022, which transferred certain
investments to RemainCo, reclassified certain performance allocations
historically reflected as non-controlling interests to performance allocation
compensation liabilities, and resulted in the issuance of 79 million shares of
Class A common stock and net proceeds of $793.4 million.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

Defined terms included below shall have the same meaning as terms defined and

                     included elsewhere in this Form 10-Q.

The following unaudited pro forma condensed consolidated statement of operations
for the three months ended March 31, 2021 presents our consolidated results of
operations and gives pro forma effect to the Reorganization, the consummation of
the initial public offering (the "IPO") and other impacts of the IPO (see
transactions described under Note 1, "Organization" in the notes to the
financial statements), as if they had occurred January 1, 2020. The owners of
the TPG Operating Group completed a series of actions during the year ended
December 31, 2021 and on January 12, 2022 as part of the Reorganization, in
conjunction with the IPO that was completed on January 18, 2022. An unaudited
pro forma condensed combined balance sheet is not presented because the
Reorganization, IPO and the related transactions are fully reflected in the
Company's unaudited condensed consolidated statement of financial condition for
the three months ended March 31, 2022 included elsewhere in this Quarterly
Report on Form 10-Q. The following unaudited pro forma condensed consolidated
financial information has been prepared in accordance with Article 11 of
Regulation S-X, as amended by the final rule, Release No. 33-10786 "Amendments
to Financial Disclosure about Acquired and Disposed Businesses."

The pro forma adjustments are based on available information and upon
assumptions that management believes are reasonable in order to reflect, on a
pro forma basis, the effect of the Reorganization, IPO and related transactions
on the historical financial information of TPG. The Company's historic
operations consist of multiple consolidated entities formed to provide asset
management services under a single controlling entity, TPG Group Holdings. The
historical period presented in the unaudited pro forma financial information
reflects the operating results of TPG Group Holdings. Immediately following the
Reorganization, the TPG Operating Group and its subsidiaries are controlled by
the same parties and as such, we account for the Reorganization as a transfer of
interests under common control.

The unaudited pro forma condensed consolidated statement of operations may not
be indicative of the results of operations that would have occurred had the
Reorganization or the IPO and related transactions, as applicable, taken place
on the dates indicated, or that may be expected to occur in the future. The
adjustments are described in the notes to the unaudited pro forma condensed
consolidated statement of operations. The unaudited pro forma condensed
consolidated financial information and other data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our condensed consolidated financial statements and the related
notes included elsewhere in this Quarterly Report on Form 10-Q.

The pro forma adjustments in the “Reorganization and Other Transaction
Adjustments” column principally give effect to certain of the Reorganization and
other transactions including:

•The TPG Operating Group transferred to RemainCo certain performance allocation
economic entitlements from certain of the TPG general partner entities that are
defined as Excluded Assets. We continue to consolidate these TPG general partner
entities because we maintain control and have an implicit variable interest. The
impact of this adjustment is a reallocation from controlling interests to
non-controlling interests.

•The TPG Operating Group transferred to RemainCo the economic entitlements
associated with certain other investments that are part of the Excluded Assets.

•The transfer of certain investments in TPG Funds (as defined herein) to
RemainCo resulted in the deconsolidation of those TPG Funds that have been
consolidated in our historical combined financial statements with the exception
of our Public SPACs.

•Adjustments to sharing percentages of future profits between controlling and
non-controlling interests of the TPG Operating Group related to the Specified
Company Assets.

The pro forma adjustments in the “Offering Transaction Adjustments” column
principally give effect to the consummation of the IPO, including the corporate
conversion.

We have not made any pro forma adjustments relating to any incremental
reporting, compliance or investor relations costs that we may incur as a public
company, as estimates of such expenses are not determinable.

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The unaudited pro forma condensed consolidated financial information should be
read together with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the historical financial statements and related
notes included elsewhere in this Quarterly Report on Form 10-Q.

The unaudited pro forma condensed consolidated financial information is included
for informational purposes only and does not purport to reflect the results of
operations of TPG that would have occurred had the transactions described above
transpired on the dates indicated or had we operated as a public entity during
the period presented or for any future period or date. The unaudited pro forma
condensed consolidated financial information should not be relied upon as being
indicative of our future or actual results of operations had the Reorganization
and IPO transactions and the other transactions described above occurred on the
dates assumed. The unaudited pro forma condensed consolidated financial
information also does not project our results of operations for any future
period or date.
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                         Unaudited Pro Forma Condensed Consolidated 

Statement of Operations and Other Data

                                             For the Three Months Ended March 31, 2021

                                             TPG Group           Reorganization and               Offering
                                             Holdings             Other Transaction             Transaction            TPG Inc. Pro
                                            Historical               Adjustments                Adjustments                Forma
($ in thousands, except share and per
share amounts)
Revenues
Fees and other                            $    210,155          $            5,730      (3)   $           -            $  215,885
Capital allocation-based income                994,578                         660      (1)               -               995,238
Total revenues                               1,204,733                       6,390                        -             1,211,123
Expenses
Compensation and benefits:
Cash-based compensation and benefits           127,981                     (31,769)     (5)               -                96,212
Equity-based compensation                            -                           -                  107,545      (6)      125,641
                                                                                                     18,096      (7)
Performance allocation compensation                  -                     601,595      (5)               -               601,595
Total compensation and benefits                127,981                     569,826                  125,641               823,448
General, administrative and other               53,130                           -                        -                53,130
Depreciation and amortization                    1,364                           -                        -                 1,364
Interest expense                                 3,921                         998      (4)               -                 4,919
Expenses of consolidated TPG Funds and
Public SPACs:
Interest expense                                   192                        (192)     (1)               -                     -
Other                                            8,058                         129      (1)               -                 8,187
Total expenses                                 194,646                     570,761                  125,641               891,048
Investment income
Income from investments:
Net gains from investment activities            72,404                     (52,334)     (1)               -                20,070
Interest, dividends and other                      979                           -                        -                   979
Investment income of consolidated TPG
Funds and Public SPACs:
Net losses from investment activities           (7,616)                      7,616      (1)               -                     -
Unrealized gains on derivative
liabilities of Public SPACs                     87,600                           -                        -                87,600
Interest, dividends and other                      988                        (977)     (1)               -                    11
Total investment income                        154,355                     (45,695)                       -               108,660
Income before income taxes                   1,164,442                    (610,066)                (125,641)              428,735
Income tax expense                               3,128                           -                   14,040      (8)       17,168
Net income                                   1,161,314                    (610,066)                (139,681)              411,567
Less:
Net income (loss) attributable to
redeemable equity in Public SPACs               63,558                           -                                         63,558
Net (loss) income attributable to
non-controlling interests in consolidated
TPG Funds                                       (5,736)                      5,736      (1)               -                     -
Net income (loss) attributable to other
non-controlling interests                      589,311                      50,440      (1)          25,547      (9)      301,005
                                                                           231,588      (2)
                                                                               897      (3)
                                                                              (156)     (4)
                                                                          (596,622)     (5)
Net income (loss) attributable to TPG
Inc.                                      $    514,181          $         (301,949)           $    (165,228)    (10)   $   47,004


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                                                                        Reorganization and
                                             TPG Group Holdings         Other Transaction          Offering Transaction
                                                 Historical                Adjustments                  Adjustments             TPG Inc. Pro Forma
Pro forma net income per share data: (11)
Weighted-average shares of Class A common
stock outstanding
Basic                                                                                                                                  79,335,859
Diluted                                                                                                                               308,988,500
Net income available to Class A common
stock per share
Basic                                                                                                                          $             0.59
Diluted                                                                                                                        $             0.31

Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations
and Other Data

1)This adjustment relates to Excluded Assets and is made up of the following
components:

Impact of changes in economics of certain TPG general partner interests in TPG
Funds:

The TPG Operating Group transferred to RemainCo certain performance allocation
economic entitlements from certain of the TPG general partner entities that are
defined as Excluded Assets, as well as certain cash and amounts due to
affiliates of the TPG Operating Group that relate to these TPG general partner
entities' economic entitlements. We continue to consolidate these TPG general
partner entities because we maintain control and have an implicit variable
interest. This adjustment results in a transfer of $50.4 million from net income
attributable to controlling interests to non-controlling interests for the three
months ended March 31, 2021, and is reflected in the table below.

Transfer of other investments:

The TPG Operating Group also transferred the economic entitlements associated
with certain other investments, including our investment in our former
affiliate. For the three months ended March 31, 2021, the impact results in an
increase of total revenues of $0.7 million and investment income of $52.3
million with a reduction to net income attributable to controlling interests of
$46.6 million and non-controlling interest of $8.1 million.

This does not include certain of our strategic equity method investments,
including Harlem Capital Partners, VamosVentures and LandSpire Group, as the
economics of these investments continue to be part of the TPG Operating Group
after the Reorganization.

Deconsolidation of consolidated TPG Funds:

We transferred the TPG Operating Group's co-investment interests in certain TPG
Funds to RemainCo. These TPG Funds were historically consolidated and as a
result of the transfer to RemainCo, are deconsolidated because we no longer hold
a more than insignificant economic interest. For the three months ended March
31, 2021, this results in a reduction of $7.6 million of net losses from
investment activities, partially offset by a decrease in interest, dividends and
other of $1.0 million and associated impacts to income attributable to
controlling, non-controlling interest in consolidated TPG Funds, and
non-controlling interests, as shown in the table below.
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Impact Summary:

The amounts for these adjustments were derived based on historical financial
results. The following table summarizes the pro forma impact for the Excluded
Assets and deconsolidated TPG Funds:

                                                                     Three 

Months Ended March 31, 2021

                                                        Exclusion of             Exclusion of
($ in thousands)                                       legacy entities        consolidated funds            Total
Revenues
Fees and other                                         $          -          $               -          $        -
Capital allocation-based income (loss)                          660                          -                 660
Total revenues                                                  660                          -                 660

Expenses
Compensation and benefits                                         -                          -                   -
General, administrative and other                                 -                          -                   -
Depreciation and amortization                                     -                          -                   -
Interest expense                                                  -                          -                   -
Expenses of consolidated TPG Funds and Public SPACs:                                                             -
Interest expense                                                  -                       (192)               (192)
Other                                                             -                        129                 129
Total expenses                                                    -                        (63)                (63)

Investment income
Income from investments:
Net gains (losses) from investment activities               (52,334)                         -             (52,334)
Interest, dividends and other                                     -                          -                   -

Investment income of consolidated TPG Funds and Public
SPACs:
Net losses from investment activities

                             -                      7,616               7,616
Unrealized gains (losses) on derivative liabilities
Public SPACs                                                      -                          -                   -
Interest, dividends and other                                     -                       (977)               (977)
Total investment income                                     (52,334)                     6,639             (45,695)
Income before income taxes                                  (51,674)                     6,702             (44,972)
Income tax expense                                                -                          -                   -
Net income (loss)                                           (51,674)                     6,702             (44,972)
Less:

Net loss attributable to redeemable equity in Public
SPACs

                                                             -                          -                   -
Net income (loss) attributable to non-controlling
interests in consolidated TPG Funds                               -                      5,736               5,736
Net income (loss) attributable to other
non-controlling interests                                    50,289                        151              50,440
Net income (loss) attributable to controlling
interests                                              $   (101,963)         $             815          $ (101,148)


2)This adjustment relates to the changes in economic entitlements that the
holders of TPG Operating Group Common Units retain, and the associated
reallocation of interests after the Reorganization. Specified Company Assets
include certain TPG general partner entities to which the TPG Operating Group
retained an economic entitlement and that are consolidated both before and after
the Reorganization. As part of the Reorganization, the sharing percentage of the
associated performance allocation income was reallocated between controlling and
non-controlling interests. Subject to certain exceptions, RemainCo is entitled
to between 10% and 15% of these Specified Company Assets' related performance
allocations, which we treat as non-controlling interests, and to allocate
generally between 65% and 70% indirectly to our partners and professionals
through performance allocation vehicles and Promote Units, with the remaining
20% available for distribution to the TPG Operating Group Common Unit holders.
RemainCo's entitlement to performance allocations associated with future funds
will step down over time. See "Item 13.--Certain Relationships and Related
Transactions, and Director Independence-RemainCo Performance Earnings Agreement"
in our Annual Report for the year ended December 31, 2021. In conjunction with
allocating between 65% and 70% of performance allocations associated with the
Specified Company Assets to our partners and
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professionals, we have reduced the amount of cash-based bonuses historically
paid to these individuals as further described in Note 5 below.

The primary impact of this is a reallocation from income attributable to
controlling interests to income attributable to non-controlling interests.
Specifically, this adjustment reflects reclassifications of $231.6 million for
the three months ended March 31, 2021 from net income attributable to
controlling interests to net income attributable to other non-controlling
interests.

3)This amount reflects an administrative services fee that we receive for
managing the Excluded Assets transferred to RemainCo that are not part of the
TPG Operating Group. The fee is based on 1% of the net asset value of RemainCo.

4)This adjustment reflects incremental interest expense related to additional
financing the TPG Operating Group used to declare a distribution of $200.0
million to our controlling and non-controlling interest holders prior to the
Reorganization and the IPO. The distribution was made with $200.0 million of
proceeds from the senior unsecured term loan issuance. The Senior Unsecured Term
Loan carries an interest rate of LIBOR plus 1.00% and matures in December 2024.

The impact of the adjustment is an increase to interest expense of $1.0 million
with a corresponding impact to net income attributable to controlling interests
and non-controlling interest holders for the three months ended March 31, 2021.

5)Reflects the reclassification of performance allocation amounts owed to senior
professionals from other non-controlling interests to performance allocation
compensation. Following the IPO, we account for partnership distributions to our
partners and professionals as performance allocation compensation expense. As
described in Note 2 above, we have adjusted our performance allocation sharing
percentage and in conjunction with allocating between 65% and 70% of performance
allocations associated with the Specified Company Assets to certain of our
people, we are reducing the amounts of cash-based bonuses and increasing the
performance allocation compensation expense. For the three months ended March
31, 2021, the impact to the unaudited pro forma condensed consolidated statement
of operations included additional performance allocation compensation of $569.8
million with a corresponding reduction to net income attributable to
non-controlling interest and a reduction of $31.8 million from compensation and
benefits with a corresponding increase to net income attributable to controlling
and non-controlling interest of $26.8 million and $5.0 million, respectively.
Amounts have been derived based upon our historical results.

6)Our current partners hold restricted indirect interests in Common Units
through TPG Partner Holdings and indirect economic interests in RemainCo as a
result of the Reorganization and the IPO. The number of TPG Partner Holdings
units outstanding at the time of the IPO total 245,397,431, of which 73,849,986
are unvested. The number of units outstanding related to our existing partners'
indirect economic interests in RemainCo at the time of the IPO total
198,040,459, of which 26,922,374 are unvested. In conjunction with the
Reorganization, TPG Partner Holdings distributed its interest in RemainCo and
the underlying assets as part of a common control transaction to its existing
owners, which are our current and former partners. No changes were made to the
terms of the unvested units. TPG Partner Holdings and RemainCo are both
presented as non-controlling interest holders within our consolidated financial
statements.

We account for the TPG Partner Holdings units and indirect economic interests in
RemainCo as compensation expense in accordance with Accounting Standards
Codification Topic 718 Compensation - Stock Compensation. The unvested TPG
Partner Holdings units and unvested indirect economic interests in RemainCo will
be charged to compensation and benefits as they vest over the remaining
requisite service period on a straight-line basis. The vesting periods range
from immediate vesting up to six years. Expense amounts for TPG Partner Holdings
units have been derived utilizing a per unit value of $29.50 (the IPO price) and
adjusting for factors unique to those units, multiplied by the number of
unvested units, and will be expensed over the remaining requisite service
period. Expense amounts for the unvested indirect interests in RemainCo have
been derived based on the fair value of RemainCo, utilizing a discounted cash
flow valuation approach, multiplied by the number of unvested interests, and
will be expensed over the remaining requisite service period. These adjustments
resulted in expenses for the three months ended March 31, 2021 totaling $107.5
million. There is no additional dilution to our stockholders, contractually
these units are only related to our non-controlling interest holders, and there
is no impact to the allocation of income and distributions to our stockholders.
Therefore, we have allocated these expense amounts to
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our non-controlling interest holders. See "Item 13.--Certain Relationships and
Related Transactions, and Director Independence-RemainCo Performance Earnings
Agreement" and "Item 13.--Certain Relationships and Related Transactions, and
Director Independence-The TPG Operating Group Limited Partnership Agreements" in
our Annual Report for the year ended December 31, 2021 for additional details on
RemainCo.

7)At IPO, we granted to certain of our people RSUs with respect to approximately
9,280,000 shares of Class A common stock (although we are authorized to grant up
to 4% of our shares of Class A common stock, measured on a fully-diluted, as
converted basis, which would be 12,277,912 shares of Class A common stock). Of
these RSUs, we granted 8,229,960 shares of Class A common stock immediately
following the completion of the IPO. These RSUs generally vest over four years
in three equal installments on the second through fourth anniversaries of the
grant date (with some grants vesting on shorter alternate vesting schedules),
subject to the recipient's continued provision of services to the Company or its
affiliates through the vesting date. In addition, under TPG's Omnibus Equity
Incentive Plan, which was approved by our board of directors on December 7, 2021
and our shareholders on December 20, 2021 (the "Omnibus Plan"), we granted
immediately following the IPO long-term performance incentive awards to certain
of our key executives in the form of RSUs (certain of which have
performance-vesting criteria) with respect to a total of 2,203,390 shares of
Class A common stock. Furthermore, we have currently named two of our three
independent directors, and granted RSUs to the two named independent directors
with respect to 20,340 shares of Class A common stock, immediately following the
IPO. This adjustment reflects compensation expense associated with the grants
described above had they occurred at January 1, 2020. The grants of such RSUs
results in recognition of compensation expense for the three months ended March
31, 2021 in the amount of $18.1 million. These expenses are non-cash in nature
and allocated to the Common Unit holders.

Not included in the above Offering Transaction Adjustment are RSUs (which are
part of the RSUs with respect to approximately 9,280,000 shares of Class A
common stock referred to above) with respect to 1,050,040 shares that were
granted in 2022 after the IPO, including those to people hired for new roles
created in connection with the IPO. In addition, we plan to grant RSUs of 10,170
shares to our third independent director when named. These additional grants
will have similar vesting terms and conditions as the RSUs mentioned above.

8)The TPG Operating Group partnerships continue to be treated as partnerships
for U.S. federal and state income tax purposes. Following the IPO, we are
subject to U.S. federal income taxes, in addition to state, local and foreign
income taxes with respect to our allocable share of any taxable income generated
by the TPG Operating Group that flows through to its interest holders, including
us. As a result, the unaudited pro forma condensed consolidated statement of
operations reflects adjustments to our income tax expense to reflect a blended
statutory tax rate of 23% at TPG, which was calculated assuming the U.S. federal
rates currently in effect and the statutory rates applicable to each state,
local and foreign jurisdiction where we estimate our income will be apportioned.
The following table summarizes the impact for the period presented:

                                                                          Three Months Ended March 31,
                                                                                      2021
                                                                            Reorganization and Other
($ in thousands)                                                             Transaction Adjustments
Income before provision for income taxes                                 $                 554,377

Less:

Provision for local and foreign income taxes                                                 3,128
Net income attributable to redeemable interest in Public SPACs                              63,558
Net income attributable to other non-controlling interests                                 275,458

Income before provision for income taxes attributable to TPG
Operating Group

                                                                            212,233
TPG Inc. blended statutory tax rate                                                           0.00     %
Provision for TPG Inc. statutory income tax                                                      -
Provision for local and foreign income taxes                                                 3,128
Less: Prior recorded provision attributable to TPG                                           3,128
Adjustment to provision for income taxes                                 $                       -



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                                                                         Three Months Ended March 31,
                                                                                     2021
                                                                             Offering Transaction
($ in thousands)                                                                  Adjustment
Income before provision for income taxes                                 $               428,736

Less:

Provision for local and foreign income taxes                                               3,128
Net income attributable to redeemable interest in Public SPACs                            63,558
Net income attributable to other non-controlling interests                               301,005

Income before provision for income taxes attributable to TPG Inc.

               61,045
TPG Inc. blended statutory tax rate                                                           23     %
Provision for income taxes                                               $                14,040


9)Prior to the IPO, TPG held Common Units representing 78.1% of the Common Units
and 100% of the interests in certain intermediate holding companies. In our
capacity as the sole indirect owner of the entities serving as the general
partner of the TPG Operating Group partnerships, we indirectly control all of
the TPG Operating Group's business and affairs. As a result, we consolidate the
financial results of the TPG Operating Group and its consolidated subsidiaries
and report non-controlling interests related to the interests held by the other
partners of the TPG Operating Group and its consolidated subsidiaries in our
consolidated statements of operations. Following the IPO, TPG owns 25.6% of the
Common Units, and the other partners of the TPG Operating Group own the
remaining 74.4%, excluding the equity-based compensation expense related to our
partners' unvested TPG Partner Holdings units and indirect economic interests in
RemainCo, which has been allocated only to non-controlling interest holders. Net
income attributable to non-controlling interests represent 74.4% of the
consolidated income before taxes of the TPG Operating Group. Promote Units are
not included in this calculation of ownership interest.

The computation of the pro forma income attributable to non-controlling
interests in the TPG Operating Group is shown below.

                                                                         Three Months Ended March 31,
                                                                                     2021
                                                                           Reorganization and Other
($ in thousands)                                                           Transaction Adjustments
Income before provision for income taxes                                 $                 554,377

Less:

Provision for local and foreign income taxes                                                 3,128
Net income attributable to redeemable interest in Public SPACs                              63,558
Allocable Income                                                                           487,691

Less:

TPG Inc.'s economic interest in the TPG Operating Group (a)                                212,233

Net income attributable to non-controlling interest in the TPG
Operating Group
and its consolidated subsidiaries

                        $                 275,458


___________

(a)The amount represents the net income attributable to non-controlling interest
holders in the TPG Operating Group adjusted for the allocation of equity-based
compensation expenses related to TPG Partner Holdings units and indirect
economic interests in RemainCo held by our partners. Refer to note 6 herein.

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                                                                          Three Months Ended March
                                                                                  31, 2021
                                                                            Offering Transaction
($ in thousands)                                                                 Adjustment
Income before provision for income taxes                                 $               428,736

Less:

Provision for local and foreign income taxes                                              17,168
Net income attributable to redeemable interest in Public SPACs                            63,558
Allocable Income                                                                         348,010

Less:

TPG Inc.'s economic interest in the TPG Operating Group                                   47,005

Net income attributable to non-controlling interest in the TPG
Operating Group
and its consolidated subsidiaries (a)

                                    301,005

Less: As adjusted pro forma income attributable to non-controlling
interest in the TPG Operating Group and its consolidated
subsidiaries

                                                                             275,458

Adjustment to income attributable to non-controlling interest in
the TPG Operating Group and its consolidated subsidiaries

                $                25,547


___________

(a)The amount represents the net income attributable to non-controlling interest
holders in the TPG Operating Group adjusted for the allocation of equity-based
compensation expenses related to TPG Partner Holdings units and indirect
economic interests in RemainCo held by our partners. Refer to note 6 herein.

10)Pro forma basic net income per share is computed by dividing net income
available to Class A common stockholders by the weighted-average shares of Class
A common stock outstanding during the period. The weighted-average shares
outstanding excludes shares of Class A common stock reserved for issuance under
the Omnibus Plan equal to 10% of our shares of Class A common stock, measured on
a fully-diluted, as converted basis, including that we granted up to 4% to
certain of our people in connection with the IPO, as well as certain long-term
performance incentive awards and awards to our independent directors. We
anticipate that a portion of the RSUs we granted to certain of our people in
connection with the offering were granted immediately following the
effectiveness of the IPO and a portion may be granted thereafter in 2022 in
relation to the IPO, including to people hired for new roles created in
connection with the IPO. Pro forma diluted net income per share is computed by
adjusting the net income available to Class A common stockholders and the
weighted-average shares of Class A common stock outstanding to give effect to
potentially dilutive securities. The calculation of diluted earnings per share
excludes Class B common stock, which may only be held by the TPG Operating Group
owners other than us or our wholly-owned subsidiaries and their respective
permitted transferees, and are therefore not included in the computation of pro
forma basic or diluted net income per share.

11)The following table sets forth a reconciliation of the numerators and
denominators used to compute pro forma basic and diluted net income per share.

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