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SEC Filings

10-K
AGNC INVESTMENT CORP. filed this Form 10-K on 02/23/2012
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monthly in arrears in amount equal to one twelfth of 1.25% of our Equity. Our Equity is defined as our month-end stockholders' equity, adjusted to exclude the effect of any unrealized gains or losses included in either retained earnings or OCI, each as computed in accordance with GAAP. There is no incentive compensation payable to our Manager pursuant to the management agreement. For fiscal years 2011, 2010 and 2009, we recorded an expense for management fees of $54.8 million, $11.3 million and $4.7 million, respectively.  
We are obligated to reimburse our Manager for its expenses incurred directly related to our operations, excluding employment-related expenses of our Manager's officers and employees and any American Capital employees who provide services to us pursuant to the management agreement. Our Manager has entered into an administrative services agreement with American Capital, pursuant to which American Capital will provide personnel, services and resources necessary for our Manager to perform its obligations under the management agreement. For fiscal years 2011, 2010 and 2009, we recorded expense reimbursements to our Manager of $7.0 million, $3.2 million and $3.0 million, respectively. As of December 31, 2011 and 2010, $8.1 million and $1.7 million was payable to our Manager, respectively.  
Concurrent with our IPO, American Capital purchased five million shares of our common stock in a private placement at our IPO price of $20.00 per share for aggregate proceeds of $100 million. In July 2009, through a public secondary offering, American Capital sold 2.5 million shares of our common stock that it had purchased in the private placement. In November 2010, through a subsequent private placement, American Capital sold its remaining 2.5 million shares of our common stock that it had purchased in the original private placement. As of December 31, 2011 American Capital does not hold any shares of our common stock.

Note 8. Income Taxes  
The following table summarizes dividends declared for fiscal years 2011, 2010 and 2009 and their related tax characterization (in thousands, except per share amounts):
 
 
 
 
 
 
Tax Characterization of Dividends
Dividends Declared
 
Dividends Declared Per Share
 
Dividends Declared
 
Ordinary Income Per Share
 
Long-Term Capital Gains Per Share
Fiscal year 2011
 
$
5.60

 
$
886,518

 
$
5.33

 
$
0.27

Fiscal year 2010
 
$
5.60

 
$
229,940

 
$
4.93

 
$
0.67

Fiscal year 2009
 
$
5.15

 
$
96,361

 
$
5.01

 
$
0.14

As of December 31, 2011, we had estimated undistributed taxable income of $180 million that we expect to declare by the extended due date of our 2011 federal income tax return and pay in 2012. Accordingly, we do not expect to incur any income tax liability on our 2011 taxable income.  
For fiscal years 2011, 2010 and 2009, we did not distribute the required minimum amount of taxable income pursuant to federal excise tax requirements, as described in Note 2, and consequently we accrued an excise tax of $2.6 million, $0.5 million and $0.3 million, respectively, which is included in our provision for income taxes on our accompanying consolidated statements of operations and comprehensive income.
For fiscal year 2011, we recorded an income tax provision attributable to our TRS of $3.6 million, consisting of a $3.4 million current provision and a $0.2 million deferred provision, which is included in our provision for income taxes on our accompanying consolidated statements of operations and comprehensive income. The statutory combined federal and state corporate tax rate for our TRS was 39.45% for fiscal year 2011. For fiscal years 2010 and 2009, we had no activity in our TRS.
Based on our analysis of any potential uncertain income tax positions, we concluded that we do not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740 as of December 31, 2011, 2010 and 2009. Our tax returns for tax years 2008 through 2011 are open to examination by the IRS. In the event that we incur income tax related interest and penalties, our policy is to classify them as a component of provision for income taxes.




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