Rithm Capital Stock

Rithm Capital Corp. and its subsidiaries (Rithm Capital) operate as a global asset manager focused on real estate, credit and financial services.

The company seeks to generate long-term value for its investors by using the company’s investment expertise to identify, manage and invest in real estate related and other financial assets and more recently, offer broader asset management capabilities, in each case, that provides investors with attractive risk-adjusted returns. The company’s investments in real estate related assets include the company’s equity interest in operating companies, including leading origination and servicing platforms held through wholly-owned subsidiaries, Newrez LLC (‘Newrez’) and Genesis, as well as investments in SFR, title, appraisal and property preservation and maintenance businesses.

The company’s strategy involves opportunistically pursuing acquisitions and seeking to establish strategic partnerships that enable the company to maximize the value of its investments by offering products and services related to the lifecycle of transactions that affect each mortgage loan and underlying residential property or collateral. The company operates its asset management business primarily through the company’s wholly-owned subsidiary, Sculptor. Sculptor is a leading global alternative asset manager and provides asset management services and investment products across credit, real estate and multi-strategy platforms through commingled funds, separate accounts and other alternative investment vehicles. The company completed its acquisition of Sculptor on November 17, 2023.

The company conducts its business through the following segments: Origination and Servicing, Investment Portfolio, Mortgage Loans Receivable, Asset Management and Corporate.

Strategy

The Sculptor Acquisition accelerated the company’s growth in its asset management business, and the company intends to continue to diversify into global asset management. In executing the company’s strategy, from time to time, the company explores and will continue to explore various opportunities for acquisitions and dispositions of assets and financing transactions, which may include equity or debt offerings by the company or one or more of the company’s subsidiaries, business combinations, spin-off transactions or other similar transactions. In 2023, the subsidiary that owns the company’s mortgage origination and servicing platform business and related real estate assets confidentially submitted with the Securities and Exchange Commission (‘SEC’).

The Residential Real Estate Market

Mortgage Originations and Servicing

The company is one of only a select number of non-bank market participants that have the combination of capital, infrastructure, industry expertise and business relationships necessary to leverage opportunities existing in today’s complex and dynamic mortgage market. The company’s ability to originate and service residential mortgage loans positions the company to support, connect with and provide solutions to homeowners throughout the lifetime of their residential mortgage loan.

Business Purpose Lending

The company’s business purpose lending subsidiary, Genesis Capital LLC (Genesis), is a trusted lender for experienced developers and investors of residential real estate. Genesis’s loan programs include new construction, bridge, build-to-rent, rental hold, fix and flip and vacation rental. Genesis’s suite of loan programs, industry expertise and tailored solutions provides a competitive advantage over regional community banks that have historically acted as primary providers of capital within this space. In 2023, Genesis originated 1,088 business purpose loans.

Portfolio

The company’s investment portfolio primarily consists of servicing related investments; origination and servicing (which includes MSRs and MSR financing receivables); servicing related businesses (which includes title, appraisal and property preservation); excess MSRs; servicer advance investments; residential securities, properties and loans; real estate securities or RMBS; call rights; SFR properties; residential mortgage loans; consumer loans; business purpose loans (mortgage loans receivable); and asset management related investments.

Servicing Related Investments

During 2023, the company’s servicing and origination businesses operated through its wholly-owned subsidiaries, Newrez and Caliber Home Loans Inc. (‘Caliber’, and together with Newrez, the ‘Mortgage Company’). The integration of Caliber operations was completed in the fourth quarter of 2023 and as such all Mortgage Company operations are within Newrez as of December 31, 2023.

Origination and Servicing

The company’s Mortgage Company is one of the largest non-bank mortgage originators and servicers in the U.S. The company’s Mortgage Company services over 2.7 million customers for the year ended December 31, 2023.

The company’s Mortgage Company has a multi-channel residential lending platform, offering mortgage loans across its Direct to Consumer, Retail, Wholesale and Correspondent lending channels. The company’s servicing business strategically aligns with its origination business, enabling the company to retain operational servicing on most of the mortgage loans the company originates in order to maintain a relationship with its customers and drive the growth of the company’s servicing and refinance business.

Purchase origination consists of mortgages that are originated to purchase a property. Refinance origination consists of mortgages that are originated to refinance an existing outstanding mortgage. The company’s ability to originate loans in both purchase and refinance markets is an important component of the company’s business model.

The company’s Mortgage Company originates or purchases residential mortgage loans conforming to the underwriting standards of the Agencies (‘Agency’ loans), government-insured residential mortgage loans insured by the FHA, VA and USDA and non-conforming loans through its SMART Loan Series. The company’s SMART Loan Series is a non-qualified residential mortgage (‘Non-QM’) product that provides a variety of options for highly qualified borrowers who fall outside the specific requirements of Agency residential mortgage loans. Through this platform, the company underwrites quality loans that meet the company’s guidelines and pricing models for borrowers that fall just outside the qualified mortgage requirement, such as self-employed borrowers, bank statement or asset qualifiers, real estate investors, prime borrowers and more. In 2023, 55% of the company’s Mortgage Company’s funded production was Agency, 42% was Government, 1% was Non-Agency, and 1% was Non-QM loans.

The company’s Mortgage Company generates revenue through sales of residential mortgage loans, including but not limited to, gain on residential loans originated and sold, the settlement of residential mortgage loan origination derivative instruments and the value of MSRs retained on transfer of the loans. The Mortgage Company sells conforming loans to the GSEs and Non-QM residential loans to another subsidiary of Rithm Capital, which in turn may securitize these loans. The company’s Mortgage Company relies on warehouse financing to fund loans at origination through the sale date.

The company’s multi-channel origination mortgage platform provides the company with a competitive advantage and enables the company to provide its borrowers within the mortgage community with various products to ultimately originate both purchase and refinance loans across different market backdrops. Furthermore, the company generally services all of the loans that it originates, which provides the company with connectivity with its borrowers throughout the lifecycle of their loan. The company combines operational excellence, modern proprietary technology, capital markets expertise, prudent risk management and a relentless focus on client service to deliver consistent high-quality service to the company’s customers in both the company’s origination and servicing businesses.

Direct to Consumer — The company’s Direct to Consumer channel originates loans directly to borrowers and is highly focused on meeting the refinancing needs of the company’s existing servicing customers. When the company’s existing customers choose the company for their refinancing needs, the company not only benefits from the gain on sale on the newly originated loan but also benefit from retaining the newly created MSR.

Retail — The company’s Retail channel employs loan officers who are located and involved in the communities they service and have relationships with realtors, home builders and other referral sources. These referral relationships are integral to the company’s success in the purchase mortgage market. As of December 31, 2023, the company employed 485 loan consultants covering 147 of the company’s retail locations in the U.S. The company also has joint venture partnerships with realtors, homebuilders and mortgage banks, as well as traditional distributed retail business units.

Wholesale — The company’s Wholesale channel originates residential mortgage loans through customer loan applications submitted by select mortgage brokers, community banks and credit unions. While the loans are sourced through third parties, the company underwrites and funds these loans according to the company’s own quality and compliance monitoring standards. The company provides brokers with differentiated products and pricing, as well as superior customer service through the company’s experienced salesforce and the company’s proprietary technologies.

Correspondent — The company’s Correspondent channel purchases closed residential mortgage loans that meet the company’s specific credit and underwriting criteria from community banks, credit unions and independent mortgage banks and funds them in the company’s own name. In this capacity, the company plays an important role in providing efficient capital markets access to these institutions. The company’s Correspondent channel is an important component of its strategy to grow the company’s customer base and add to the company’s MSR portfolio.

The company’s servicing business consists of collecting loan payments, remitting principal and interest payments to investors, managing escrow funds for the payment of mortgage-related expenses, such as taxes and insurance, performing loss mitigation activities, negotiating workouts and modifications, conducting or managing foreclosures on behalf of investors or other servicers and otherwise administering the company’s residential mortgage loan servicing portfolio. The company generates recurring revenue through contractual servicing fees, which include late payment, modification and other ancillary fees and interest income on custodial deposits.

The company’s servicing business operates through its performing loan servicing division and a special servicing division, Shellpoint Mortgage Servicing (‘SMS’). The performing loan servicing division services performing Agency and government-insured loans. SMS services delinquent government-insured, Agency and Non-Agency loans on behalf of the owners of the underlying residential mortgage loans. The company is highly experienced in loan servicing, including loan modifications and seek to help borrowers avoid foreclosure.

The SMS special servicing division also includes third-party serviced loans on behalf of unaffiliated investors. As of December 31, 2023, SMS had 59 third-party clients. These institutional clients include, but are not limited to, GSEs, money center banks and whole loan investors. Through the company’s servicing platform, the company is focused on providing high-quality servicing to its clients and maintaining connectivity with the company’s borrowers throughout the lifetime of their loan. As of December 31, 2023, the company’s servicing divisions served over 2.7 million customers.

The company also has several wholly-owned subsidiaries that perform various services in the mortgage and real estate industries. The company’s subsidiary, Avenue 365 Lender Services, LLC (‘Avenue 365’), is a title agency providing title and settlement services to homeowners. The company’s subsidiary, eStreet Appraisal Management LLC (‘eStreet’), is an appraisal management company that performs appraisal and valuation services. The company’s subsidiary, DGG RE Investments LLC d/b/a Guardian Asset Management (‘Guardian’), is a national provider of field services and property management services, providing in-house property management, inspection and repair service capabilities.

MSRs, MSR Financing Receivables and Excess MSRs

Rithm Capital is one of the largest non-bank owners of MSRs in the U.S. An MSR provides a mortgage servicer with the right to service a pool of residential mortgage loans in exchange for a portion of the interest payments made on the underlying residential mortgage loans. This amount typically ranges from 25 to 50 basis points (‘bps’) of the UPB of the residential mortgage loans, plus ancillary income and custodial interest. An MSR is made up of two components: a basic fee and an Excess MSR.

The company’s Origination and Servicing segment includes both residential mortgage loans underlying the company’s MSR assets, as well as those the company sub-services for third parties. As of December 31, 2023, 86.5% of the underlying UPB of the related mortgages is serviced by the company’s Mortgage Company. The company also engages third-party Servicing Partners to subservice a portion of its MSRs and Excess MSRs. MSR and Excess MSR assets sub-serviced by third-parties are reflected within the company’s investment portfolio segment and such subservicers include PHH Mortgage Corporation (‘PHH’), Mr. Cooper Group Inc. (‘Mr. Cooper’), Valon Mortgage, Inc. (‘Valon’) and SLS.

Servicer Advances Receivable and Servicer Advance Investments

Servicer advances are a customary feature of residential mortgage securitization transactions and represent one of the duties for which a servicer is compensated since the advances are non-interest-bearing. Servicer advances are generally reimbursable payments made by a servicer (i) when the borrower fails to make scheduled payments due on a residential mortgage loan or (ii) to support the value of the collateral property. The company’s interests in servicer advances include the following:

Servicer Advances Receivable. The outstanding servicer advances related to a specified pool of residential mortgage loans in which the company own the MSR.

Servicer Advance Investments. These investments are associated with specified pools of residential mortgage loans in which the company has contractually assumed the servicing advance obligation and include the related outstanding servicer advances, the requirement to purchase future servicer advances and the rights to the basic fee component of the related MSR. The company has purchased servicer advance investments on certain loan pools underlying the company’s Excess MSRs.

Servicer advances typically fall into one of three categories:

Principal and Interest Advances: Payments made by the servicer to cover scheduled payments of principal of, and interest on, a residential mortgage loan that have not been paid on a timely basis by the borrower.

Escrow Advances (Taxes and Insurance Advances): Cash payments made by the servicer to third parties on behalf of the borrower for real estate taxes and insurance premiums on the property that have not been paid on a timely basis by the borrower.

Foreclosure Advances: Payments made by the servicer to third parties for the costs and expenses incurred in connection with the foreclosure, property preservation and sale of the mortgaged property, including attorneys’ and other professional fees.

The company funds advances primarily from a combination of cash on hand, loan prepayments and secured financing arrangements. Loan prepayments made by the borrowers on the residential mortgage loans underlying the securitizations can only be used to fund principal and interest advances. The servicing agreements with Fannie Mae, Ginnie Mae and certain private label securitizations (‘PLS’) generally have a ‘waterfall’ payment structure that allows servicers to apply balances received from prepayments to cover principal and interest advance requirements. The ability to apply balances received against prepayments stems from a difference caused by the timing between the remittance of payments under the servicer’s advance and remittance obligations, generally several weeks after the due date, and servicer’s timeline to remit prepayments, which can be up to a month or more after receipt from the borrower. Because of this timing difference, servicers can effectively ‘borrow’ against the prepayments received to cover principal and interest advance requirements.

During any period in which a borrower is not making payments, a servicer is generally required under the applicable servicing agreement to advance its own funds to cover the principal and interest remittances due to investors in the loans, to pay property taxes and insurance premiums to third parties and to make payments for legal expenses and other protective advances. The servicer also advances funds to maintain, repair and market real estate properties on behalf of investors in the loans. Furthermore, servicing agreements generally require a servicer to make advances in respect of serviced residential mortgage loans unless the servicer determines in good faith that the advance would not be ultimately recoverable from the proceeds of the related residential mortgage loan or the mortgaged property. In many cases, if the servicer determines that an advance previously made would not be recoverable from these sources, or if such advance is not recovered when the loan is repaid or related property is liquidated, then the servicer is, most often, entitled to withdraw funds from the trustee custodial account for payments on the serviced residential mortgage loans to reimburse the applicable advance.

Residential Securities, Properties and Loans

RMBS

Residential mortgage loans are often packaged into pools held in securitization entities, which issue RMBS collateralized by such loans. Agency RMBS are issued or guaranteed by an Agency. Non-Agency RMBS are issued by either public trusts or PLS entities. The company invests in both Agency RMBS and Non-Agency RMBS. The company’s ownership of Agency RMBS is generally meant to act as a hedge to the company’s large MSR portfolio and provide additional qualifying assets and income for the purposes of the REIT requirements. The Agency RMBS that the company may acquire could be secured by fixed-rate mortgages, adjustable-rate mortgages or hybrid adjustable-rate mortgages.

Mortgage pass-through certificates — Mortgage pass-through certificates are securities representing interests in ‘pools’ of residential mortgage loans secured by residential real property where payments of both interest and principal, plus pre-paid principal, on the securities are made monthly to holders of the securities, in effect ‘passing through’ monthly payments made by the individual borrowers on the residential mortgage loans that underlie the securities, net of fees paid in connection with the issuance of the securities and the servicing of the underlying residential mortgage loans.

Interest Only Agency RMBS — This type of stripped security only entitles the holder to interest payments. The yield to maturity of interest only Agency RMBS is extremely sensitive to the rate of principal payments (particularly prepayments) on the underlying pool of residential mortgage loans. If the company decides to invest in these types of securities, the company anticipates doing so primarily to take advantage of particularly attractive prepayment-related or structural opportunities in the Agency RMBS markets.

To-be-announced forward contract positions (‘TBAs’) — The company utilizes TBAs in order to invest in Agency RMBS. Pursuant to these TBAs, the company agrees to purchase or sell for future delivery, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered would not be identified until shortly before the TBA settlement date. The company’s ability to purchase Agency RMBS through TBAs may be limited by the income and asset tests applicable to REITs.

Specified RMBS — Specified RMBS are pools created with loans that have similar characteristics, such as loan balance, FICO, coupon and prepayment protection. The company invests in these securities to take advantage of particularly attractive prepayment-related or structural opportunities in the Agency RMBS markets.

The Non-Agency RMBS the company may acquire could be secured by fixed-rate mortgages, adjustable-rate mortgages or hybrid adjustable-rate mortgages. The residential mortgage loan collateral may be classified as conforming or non-conforming, depending on a variety of factors.

The company also retains and owns risk retention bonds from its securitizations in conjunction with risk retention regulations under the Dodd-Frank Act. As of December 31, 2023, 53.9% of the company’s Non-Agency RMBS portfolio consisted of bonds retained pursuant to required risk retention regulations.

RMBS, and in particular Non-Agency RMBS, may be subject to call rights, commonly referred to as ‘cleanup call rights.’ Call rights permit the holder of the rights to purchase all of the residential mortgage loans which are collateralizing the related securitization for a price generally equal to the outstanding balance of such loans plus interest and certain other amounts (such as outstanding servicer advances and unpaid servicing fees). Call rights may be subject to limitations with respect to when they may be exercised (such as specific dates or upon the reduction of the outstanding balances of the remaining residential mortgage loans to a specified level). Call rights generally become exercisable when the current principal balance of the underlying residential mortgage loans is equal to or lower than 10% of their original balance.

The company pursues opportunities in structured transactions that enable the company to realize identified excesses of collateral value over related RMBS value, particularly through the acquisition and execution of call rights. As of December 31, 2023, the company controlled the call rights on Non-Agency deals.

Single-Family Rental (SFR) Properties

The company’s strategy with respect to the SFR business involves purchasing, renovating, maintaining and managing a large number of geographically diversified high-quality residential properties and leasing them to qualified tenants. As of December 31, 2023, the company’s SFR portfolio consisted of 3,888 units. During the year ended December 31, 2023, the company acquired 182 SFR units.

The company’s ability to identify and acquire properties that meet its investment criteria is impacted by property prices in the company’s target markets, the inventory of properties available, competition for the company’s target assets and its available capital. Properties added to the company’s portfolio through traditional acquisition channels require expenditures in addition to payment of the purchase price, including property inspections, closing costs, liens, title insurance, transfer taxes, recording fees, broker commissions, property taxes, renovation work and HOA fees, when applicable. Renovation work varies, but may include paint, flooring, cabinetry, appliances, plumbing hardware and other items required to prepare the property for rental. Additionally, the company has acquired and is continuing to acquire additional homes through the purchase of communities and portions of communities purpose built for renting from regional and national home builders. The company’s operating results are also impacted by the amount of time it takes to market and lease a property, which can vary greatly among properties, and is impacted by local demand, the company’s marketing techniques, size of its available inventory and the company’s acquisition channel.

The company’s revenues are derived primarily from rents collected from tenants for the company’s SFR properties under lease agreements, which typically have a term of one to two years. In the fourth quarter of 2023, the company entered into a strategic partnership with Darwin Homes, Inc. (‘Darwin’) to establish a new property management platform, Adoor Property Management LLC (‘APM’). The company’s SFR properties are managed through an external property manager and APM. The company’s rental rates and occupancy levels are affected by macroeconomic factors and local and property-level factors, including market conditions, seasonality and tenant defaults, and the amount of time it takes to turn properties when tenants vacate. In addition, once a property is available for its initial lease, the company incurs ongoing property-related expenses, which consist primarily of property taxes, insurance, HOA fees (when applicable), utility expenses, repairs and maintenance, leasing costs, marketing expenses and property administration. Before a property is considered rentable, certain of these expenses are capitalized as building and improvements. Once a property becomes rentable, expenditures for ordinary repairs and maintenance thereafter are expensed as incurred, and the company capitalizes expenditures that improve or extend the life of a property.

Residential Mortgage Loans

The company sources non-performing residential mortgage loans primarily from two sources: third-party pool purchases and call transactions (discussed above).

With respect to the company’s Ginnie Mae securitization and servicing activities, in order to affect a loan modification, the company is required to buy the loan out of the securitization. Once the modification is completed, the loan can be sold into a new Ginnie Mae securitization. The company may also choose to exercise its unilateral right to repurchase loans that are delinquent for at least three months out of a Ginnie Mae securitization (as an alternative to continuing to advance principal and interest payments to the holders of the Ginnie Mae securities). Such repurchases are commonly referred to as Early Buyouts (‘EBOs’).

As of December 31, 2023, the company’s residential loan portfolio consisted of 90.8% seasoned performing loans, 8.9% non-performing loans, and 0.3% reperforming loans.

Consumer Loans

The company pursues various types of investments as the market evolves, including opportunistic investments in consumer loans. The company’s portfolio of consumer loans includes a co-investment in a portfolio of consumer loans, of which the company owns 53.5% of interests in through limited liability companies. The portfolio includes personal unsecured loans and personal homeowner loans. The company engages OneMain Holdings, Inc. (‘OneMain’) as a third-party servicer of the loans.

In 2023, the company purchased a portfolio of consumer loans from Goldman Sachs Bank USA (‘Goldman Sachs’). The portfolio includes unsecured fixed rate closed end installment loans. The company engages Goldman Sachs as a third-party master servicer of the loans, and the company engages Systems & Services Technologies, Inc. (‘SST’) as a third-party servicer of the loans.

As of December 31, 2023, the company’s portfolio consisted of consumer loans with a UPB of $1.3 billion.

Business Purpose Loans

Genesis provides lending for new acquisition, fix and flip, new construction and rental hold projects across the residential spectrum, including single-family, multi-family and production home building. Furthermore, Genesis provides a complementary business to the company’s other real estate-related businesses and supports the company’s strategy to create, securitize, sell or retain high coupon, low duration assets for the company’s balance sheet. Finally, Genesis supports the company’s growing SFR strategy and allows the company to capture additional unmet demand from the company’s Retail and Wholesale origination channels. Genesis originated 1,088 loans with a UPB of $2.1 billion in 2023.

Asset Management

The company operates its asset management business primarily through the company’s wholly-owned subsidiary, Sculptor. Sculptor is a leading global alternative asset manager and a specialist in opportunistic investing. Sculptor provides asset management services and investment products across credit, real estate and multi-strategy platforms through commingled funds, separate accounts and other alternative investment vehicles. The company acquired Sculptor on November 17, 2023.

Servicing Partners

With respect to the company’s Excess MSRs, servicer advance investments, consumer loans and business purpose loans, the company engages third-party servicers to service the loans, or loans underlying the investments, as applicable. With respect to the company’s MSRs and residential mortgage loan investments, the company services the loans both in-house and through third-party servicers to service the loans underlying the investments. As of December 31, 2023, the company’s third-party Servicing Partners include, but are not limited to, Mr. Cooper, PHH, Valon, SLS, Fay Financial LLC, SST and OneMain. In addition, each of New Residential Mortgage LLC (‘NRM’) and SMS may be referred to as a ‘Servicing Partner’ when contextually applicable.

Regulations

The company’s subsidiaries that perform mortgage lending and servicing activities are subject to extensive regulation by federal, state and local governmental and regulatory authorities, including the CFPB, Federal Trade Commission, the U.S. Department of Housing and Urban Development (‘HUD’), the VA, the SEC, and various state licensing, supervisory and administrative agencies.

In addition, the company is subject to periodic reviews and audits from the GSEs, Ginnie Mae, the CFPB, HUD, USDA, VA, state regulatory agencies, and others.

The company and its subsidiaries must comply with a large number of federal, state and local consumer protection laws, including among others, the Dodd-Frank Act, the Gramm-Leach-Bliley Act, the Fair Debt Collection Practices Act, Real Estate Settlement Procedures Act, the Truth in Lending Act, the Fair Credit Reporting Act, the Servicemembers Civil Relief Act, the Homeowners Protection Act, the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Equal Credit Opportunity Act, as well as individual state licensing, privacy, foreclosure laws and federal and local bankruptcy rules.

Further, certain of the company’s subsidiaries are subject to the registration and reporting provisions of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’) and are therefore subject to regulation and oversight by the SEC. The company’s wholly-owned subsidiary, Sculptor, is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 (the ‘Advisers Act’). In addition, among other rules and regulations, the company is subject to regulation by the Department of Labor under the U.S. Employee Retirement Income Security Act of 1974 (‘ERISA’). As a registered commodity pool operator and a registered commodity trading advisor, the company is subject to regulation and oversight by the Commodity Futures Trading Commission (‘CFTC’). The company is also subject to regulation and oversight by the National Futures Association in the U.S., as well as other regulatory bodies. The company’s European and Asian operations, and the company’s investment activities around the globe, are subject to a variety of regulatory regimes that vary country by country, including the United Kingdom (‘U.K.’) Financial Conduct Authority and the Securities and Futures Commission in Hong Kong.

The company also must comply with federal, state and local laws related to data privacy and the handling of non-public personal financial information of the company’s customers, including the California Consumer Protection Act (‘CCPA’) and similar state statutes.

Tax Status

The company has elected and intends to qualify to be taxed as a REIT for the U.S. federal income tax purposes. As such, the company would not be subject to the U.S. federal corporate income tax on that portion of its net income that is distributed to stockholders if it distributes approximately 90% of its REIT taxable income to its stockholders by prescribed dates and complies with various other requirements.

History

The company, a Delaware corporation, was founded in 2011. It was incorporated in 2011. The company was formerly known as New Residential Investment Corp. and changed its name to Rithm Capital Corp. in 2022.