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September 26, 2023
Mary Riskey
Chief Financial Officer
Two Harbors Investment Corp.
1601 Utica Avenue South, Suite 900
St. Louis Park, Minnesota 55416
Re:Two Harbors Investment Corp.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 28, 2023
Form 8-K filed July 31, 2023
File No. 001-34506
Dear Mary Riskey:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
General, page 28
1.We refer you to your table on page 29 that presents average portfolio yield, average cost
of financing, and net spread and the related notes to the table.  Please address the
following:
•Please tell us if you consider these measures to be non-GAAP measures and tell us
how you made that determination.  Your response should address, but not be limited
to, your consideration of MSR estimated amortization, which you identify as a non-
GAAP measure in note (1) and TBA dollar roll income, which you describe as the
non-GAAP economic equivalent to holding and financing Agency RMBS using
short-term repurchase agreements in notes (1) and (2).
•To the extent you conclude these are non-GAAP measures, please tell us how you

 FirstName LastNameMary Riskey
 Comapany NameTwo Harbors Investment Corp.
 September 26, 2023 Page 2
 FirstName LastName
Mary Riskey
Two Harbors Investment Corp.
September 26, 2023
Page 2
determined it was unnecessary to provide the information outlined in Item 10(e) of
Regulation S-K.
Form 8-K filed July 31, 2023
Exhibit 99.1
Reconciliation of GAAP to Non-GAAP Financial Information, page 11
2.We note you have included "Other nonrecurring expenses" as an adjustment to arrive at
Income Excluding Market-Driven Value Changes and Earnings available for distribution
to common stockholders. Please tell us the nature of such expenses for the quarterly
periods ended December 31, 2022, March 31, 2023, and June 30, 2023. In addition, please
tell us what consideration you gave to describing the significant components of this
adjustment in your earnings releases.
3.We note your non-GAAP financial measure labeled Income Excluding Market-Driven
Value Changes.  Please address the following:
•Please clarify for us how you derived the adjustments for market-driven value
changes to arrive at this measure.
•Please clarify for us what this measure represents.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-
3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction