Filed Pursuant to Rule 424(b)(3)
Registration No. 333-163034

Prospectus Supplement No. 2
(to Prospectus dated May 4, 2010)

9,906,918 Warrants
and
9,906,918 Shares of Common Stock that May be Issued Upon Exercise of the Warrants
of

Two Harbors Investment Corp.

This Prospectus Supplement supplements the prospectus dated May 4, 2010 (the “Prospectus”), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-163034). This Prospectus Supplement also supplements our Prospectus Supplement No. 1 dated May 7, 2010 (“Supplement No. 1”). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Form 10-Q, filed with the Securities and Exchange Commission on August 5, 2010 (the “Quarterly Report”) and a Form 8-K filed with the Securities and Exchange Commission on August 5, 2010 (the “8-K”). Accordingly, we have attached the Quarterly Report and the 8-K to this Prospectus Supplement.

The Prospectus, Supplement No. 1 and this Prospectus Supplement relate to the offer and sale of up to 9,906,918 warrants and/or shares of common stock by the selling security holders listed on pages 102 and 103 of the Prospectus, including their permitted pledges, donees, transferees or other successors in interest. We will not receive any proceeds from any sales of the warrants or common stock by the selling security holders.

This Prospectus Supplement should be read in conjunction with the Prospectus and Supplement No. 1. This Prospectus Supplement updates and supplements the information in the Prospectus and Supplement No. 1. If there is any inconsistency between the information in the Prospectus and Supplement No. 1 and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.

Our common stock and warrants are traded on the NYSE Amex under the trading symbol “TWO” and “TWO.WS,” respectively. On August 23, 2010, the closing price of our common stock and our warrants on the NYSE Amex were $8.58 and $0.26, respectively.

Investing in our warrants and common stock involves risks. See “Risk Factors” beginning on page 14 of the Prospectus for some risks regarding investment in the warrants and common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus, Prospectus Supplement No. 1 or this Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 23, 2010

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UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: June 30, 2010

Commission File Number 001-34506

 

TWO HARBORS INVESTMENT CORP.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		27-0312904
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

601 Carlson Parkway, Suite 330 Minnetonka, Minnesota		55305
(Address of Principal Executive Offices)		(Zip Code)

(612) 238-3300

(Registrant’s Telephone Number, Including Area Code)

not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer or smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer x		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 5, 2010 there were 26,067,590 shares of registered common stock, par value $.01 per share, issued and outstanding.

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TWO HARBORS INVESTMENT CORP.
  
INDEX

		Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)			1
Consolidated Balance Sheets at June 30, 2010 and December 31, 2009			1
Consolidated Statements of Income (Loss) for the Three and Six Months Ended June 30, 2010 and 2009			2
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the Six Months Ended June 30, 2010 and 2009			3
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009			4
Notes to Consolidated Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures about Market Risk			36
Item 4. Controls and Procedures			40
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			41
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 3. Defaults Upon Senior Securities			41
Item 4. [Removed and Reserved]			41
Item 5. Other Information			41
Item 6. Exhibits			41
Signatures			42
Index of Exhibits			43

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TWO HARBORS INVESTMENT CORP.
  
CONSOLIDATED BALANCE SHEETS

		June 30, 2010				December 31, 2009
		(unaudited)
ASSETS
Available-for-sale securities, at fair value		$	977,883,587			$	494,464,867
Cash and cash equivalents			71,440,655				26,104,880
Total earning assets			1,049,324,242				520,569,747
Restricted cash			18,647,316				8,913,048
Accrued interest receivable			3,756,737				2,579,695
Due from counterparties			20,764,619				4,877,463
Derivative assets, at fair value			32,632,941				363,666
Prepaid expenses			118,167				571,584
Deferred tax assets			894,523				—
Prepaid tax asset			632,514				490,206
Total Assets		$	1,126,771,059			$	538,365,409
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Repurchase agreements		$	866,278,174			$	411,892,510
Derivative liabilities, at fair value			21,635,709				—
Accrued interest payable			460,302				113,788
Deferred tax liabilities			—				123,646
Accrued expenses and other liabilities			2,422,221				1,030,342
Dividends payable			8,621,650				3,484,356
Total liabilities			899,418,056				416,644,642
Stockholders’ Equity
Preferred stock, par value $0.01 per share; 50,000,000 shares authorized; no shares issued and outstanding			—				—
Common stock, par value $0.01 per share; 450,000,000 shares authorized and 26,067,590 and 13,379,209 shares issued and outstanding, respectively			260,676				133,792
Additional paid-in capital			238,520,624				131,756,484
Accumulated other comprehensive income (loss)			1,822,388				(949,728	)
Cumulative earnings (losses)			3,679,813				(5,735,425	)
Cumulative distributions to stockholders			(16,930,498	)			(3,484,356	)
Total stockholders’ equity			227,353,003				121,720,767
Total Liabilities and Stockholders’ Equity		$	1,126,771,059			$	538,365,409

 
 
The accompanying notes are an integral part of these consolidated financial statements.

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TWO HARBORS INVESTMENT CORP.
  
CONSOLIDATED STATEMENTS OF INCOME (LOSS)

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2009				2010				2009
		(unaudited)								(unaudited)
Interest income:
Available-for-sale securities		$	9,087,917			$	—			$	15,241,235			$	—
Cash and cash equivalents			37,509				7,185				42,980				55,432
Total interest income			9,125,426				7,185				15,284,215				55,432
Interest expense			863,242				—				1,381,452				—
Net interest income			8,262,184				7,185				13,902,763				55,432
Other income:
Gain on sale of investment securities, net			833,545				—				2,030,518				—
Loss on interest rate swap agreements			(4,053,781	)			—				(5,601,193	)			—
Gain on other derivative instruments			152,568				—				1,099,029				—
Total other income			(3,067,668	)			—				(2,471,646	)			—
Expenses:
Management fees			748,330				—				1,205,309				—
General and administrative			746,915				230,101				1,393,763				310,503
Directors and officers’ insurance			123,000				31,720				239,008				56,894
Professional fees			262,345				1,123,886				486,562				1,338,712
Total expenses			1,880,590				1,385,707				3,324,642				1,706,109
Net income (loss) before income taxes			3,313,926				(1,378,522	)			8,106,475				(1,650,677	)
Benefit from income taxes			774,356				154,798				1,308,763				246,785
Net income (loss)			4,088,282				(1,223,724	)			9,415,238				(1,403,892	)
Accretion of trust account income relating to common stock subject to possible conversion			—				(37,312	)			—				(68,149	)
Net income (loss) attributable to common stockholders		$	4,088,282			$	(1,261,036	)		$	9,415,238			$	(1,472,041	)
Basic earnings (loss) per weighted average common share		$	0.18			$	(0.05	)		$	0.53			$	(0.06	)
Diluted earnings (loss) per weighted average common share		$	0.18			$	(0.05	)		$	0.52			$	(0.06	)
Dividends declared per common share		$	0.33			$	—			$	0.69			$	—
Weighted average number of shares of common stock:
Basic			22,438,121				24,936,558				17,933,689				24,936,558
Diluted			22,466,691				24,936,558				17,959,072				24,936,558

 
 
The accompanying notes are an integral part of these consolidated financial statements.

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TWO HARBORS INVESTMENT CORP.
  
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME (LOSS)

		Common Stock								Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Cumulative Earnings (Losses)				Cumulative Distributions to Stockholders				Total Stockholders’ Equity
		Shares				Amount
														(unaudited)
Balance, January 1, 2009			32,811,257			$	2,494			$	181,150,291			$	—			$	3,009,106			$	—			$	184,161,891
Accretion of trust account income relating to common stock subject to possible conversion			—				—				(68,149	)			—				—				—				(68,149	)
Net loss			—				—				—				—				(1,403,892	)			—				(1,403,892	)
Balance, June 30, 2009			32,811,257			$	2,494			$	181,082,142			$	—			$	1,605,214			$	—			$	182,689,850
Balance, January 1, 2010			13,379,209			$	133,792			$	131,756,484			$	(949,728	)		$	(5,735,425	)		$	(3,484,356	)		$	121,720,767
Net income			—				—				—				—				9,415,238				—				9,415,238
Net change in unrealized gain (loss) on available-for-sale securities, net of tax			—				—				—				2,772,116				—				—				2,772,116
Total other comprehensive income			—				—				—				2,772,116				—				—				—
Total comprehensive income																											12,187,354
Net proceeds from issuance of common stock, net of offering costs			12,688,381				126,884				106,699,206				—				—				—				106,826,090
Common dividends declared			—				—				—				—				—				(13,446,142	)			(13,446,142	)
Non-cash equity award compensation			—				—				64,934				—				—				—				64,934
Balance, June 30, 2010			26,067,590			$	260,676			$	238,520,624			$	1,822,388			$	3,679,813			$	(16,930,498	)		$	227,353,003

 
 
The accompanying notes are an integral part of these consolidated financial statements.

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TWO HARBORS INVESTMENT CORP.
  
CONSOLIDATED STATEMENTS OF CASH FLOWS

		Six Months Ended June 30,
		2010				2009
		(unaudited)
Cash Flows From Operating Activities:
Net income (loss)		$	9,415,238			$	(1,403,892	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Amortization of premiums and discounts net			1,773,691				—
Gain on sale of investment securities, net			(2,030,518	)			—
Equity based compensation expense			64,934				—
Net change in:
Increase in accrued interest receivable			(1,177,042	)			—
Increase in deferred income taxes			(1,018,169	)			—
Increase in due from counterparties			(15,887,156	)			—
Increase in fair value of derivative assets, net			(10,633,566	)			—
Increase in prepaid tax asset			(142,308	)			(201,853	)
Decrease in prepaid expenses			453,417				168,982
Increase in accrued interest payable			346,514				—
Increase in accrued expenses and other liabilities			1,391,879				676,796
Net cash used in operating activities			(17,443,086	)			(759,967	)
Cash Flows From Investing Activities:
Purchases of available-for-sale securities			(706,619,302	)			—
Proceeds from sales of available-for-sale securities			176,089,669				—
Principal payments on available-for-sale securities			50,139,860				—
Net increase in restricted cash			(9,734,268	)			(227,164	)
Net decrease in cash held in trust account, interest and dividend income available for working capital and taxes			—				120,162
Net cash used in investing activities			(490,124,041	)			(107,002	)
Cash Flows From Financing Activities:
Proceeds from repurchase agreements			1,651,660,731				—
Principal payments on repurchase agreements			(1,197,275,071	)			—
Proceeds from issuance of common stock, net of offering costs			106,826,090				—
Dividends paid on common stock			(8,308,848	)			—
Net cash provided by financing activities			552,902,902				—
Net decrease in cash and cash equivalents			45,335,775				(866,969	)
Cash and cash equivalents at beginning of period			26,104,880				2,778,143
Cash and cash equivalents at end of period		$	71,440,655			$	1,911,174
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest		$	1,034,938			$	—
Cash paid for taxes		$	—			$	—
Non-Cash Financing Activity:
Dividends declared but not paid at end of period		$	8,621,650			$	—
Accretion of trust account income relating to common stock subject to conversion		$	—			$	(68,149	)

 
 
The accompanying notes are an integral part of these consolidated financial statements.

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 1. Organization and Operations

Two Harbors Investment Corp. (the “Company”) is a Maryland corporation formed to invest primarily in residential mortgage-backed securities (“RMBS”). The Company is externally managed and advised by PRCM Advisers LLC, a subsidiary of Pine River Capital Management L.P. (“Pine River”), a global multi-strategy asset management firm. The Company’s common stock and warrants are listed on the NYSE Amex under the symbols “TWO” and “TWO.WS,” respectively.

The Company intends to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its initial taxable period ended December 31, 2009. As long as the Company continues to comply with a number of requirements under federal tax law and maintains its qualification as a REIT, the Company generally will not be subject to U.S. federal income tax to the extent that the Company distributes its taxable income to its stockholders on an annual basis and does not engage in prohibited transactions.

Note 2. Basis of Presentation and Significant Accounting Policies

Consolidation and Basis of Presentation

The interim unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted according to such SEC rules and regulations. Management believes, however, that the disclosures included in these interim financial statements are adequate to make the information presented not misleading. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at June 30, 2010 and results of operations for all periods presented have been made. The results of operations for the three and six months ended June 30, 2010 should not be construed as indicative of the results to be expected for the full year.

The consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make a number of significant estimates and assumptions. These estimates include estimates of fair value of certain assets and liabilities, amount and timing of credit losses, prepayment rates, the period of time during which the Company anticipates an increase in the fair values of real estate securities sufficient to recover unrealized losses in those securities, and other estimates that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates (e.g., valuation changes due to supply and demand, credit performance, prepayments, interest rates, or other reasons) will occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ from its estimates and the differences may be material.

The consolidated financial statements of the Company include the accounts of all subsidiaries; intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation.

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 2. Basis of Presentation and Significant Accounting Policies  – (continued)

Recently Issued and/or Adopted Accounting Standards

Broad Transactions

Fair Value Measurements and Disclosures (Accounting Standards Codification “ASC 820”).  On January 21, 2010, the FASB issued an accounting standard update, or ASU, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which provides guidance on how investment assets and liabilities are to be valued and disclosed. Specifically, the amendment requires reporting entities to disclose: (i) the input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements, for Level 2 or Level 3 positions, (ii) transfers between all levels (including Level 1 and Level 2) on a gross basis (i.e., transfers out are disclosed separately from transfers in) as well as the reason(s) for the transfer and (iii) purchases, sales, issuances and settlements on a gross basis in the Level 3 rollforward, rather than as one net number. The effective date of the amendment is for interim and annual periods beginning after December 15, 2009; however, the requirement to provide the Level 3 activity for purchases, sales, issuances and settlements on a gross basis will be effective for interim and annual periods beginning after December 15, 2010. The impact of adopting this ASU will not have a material impact on the Company’s consolidated financial condition or results of operations.

Note 3. Available-for-Sale Securities, at Fair Value

The following table presents the Company’s available-for-sale, or AFS, investment securities by collateral type, which were carried at their fair value:

		June 30, 2010				December 31, 2009
U.S. Treasuries		$	145,436,132			$	—
Mortgage-backed securities:
Agency
Federal Home Loan Mortgage Corporation			285,479,494				255,669,015
Federal National Mortgage Association			327,545,073				155,729,386
Government National Mortgage Association			24,748,217				6,421,615
Non-agency			194,674,671				76,644,851
Total mortgage-backed securities			832,447,455				494,464,867
Total		$	977,883,587			$	494,464,867

At June 30, 2010 and December 31, 2009, the Company pledged investment securities with a carrying value of $934.1 and $444.8 million, respectively, as collateral for repurchase agreements. See Note 8 —  Repurchase Agreements.

At June 30, 2010 and December 31, 2009, the Company did not have any securities purchased from and financed with the same counterparty that did not meet the conditions of ASC 860, Transfers and Servicing, to be considered linked transactions and therefore classified as derivatives.

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 3. Available-for-Sale Securities, at Fair Value  – (continued)

The following table presents the amortized cost and carrying value (which equals fair value) of AFS securities by collateral type as of June 30, 2010 and December 31, 2009:

		June 30, 2010
		U.S. Treasuries				Agency				Non-agency				Total
Face Value		$	145,000,000			$	771,379,596			$	381,659,951			$	1,298,039,547
Unamortized premium			—				32,740,311				—				32,740,311
Unamortized discount
Designated credit reserve			—				—				(96,624,251	)			(96,624,251	)
Net, unamortized			—				(169,959,439	)			(88,283,255	)			(258,242,694	)
Amortized Cost			145,000,000				634,160,468				196,752,445				975,912,913
Gross unrealized gains			436,132				6,455,600				4,181,913				11,073,645
Gross unrealized losses			—				(2,843,284	)			(6,259,687	)			(9,102,971	)
Carrying Value		$	145,436,132			$	637,772,784			$	194,674,671			$	977,883,587

		December 31, 2009
		Agency				Non-agency				Total
Face Value		$	534,878,857			$	166,580,309			$	701,459,166
Unamortized premium			18,535,106				—				18,535,106
Unamortized discount
Designated credit reserve			—				(50,186,623	)			(50,186,623	)
Net, unamortized			(133,343,316	)			(41,049,738	)			(174,393,054	)
Amortized Cost			420,070,647				75,343,948				495,414,595
Gross unrealized gains			1,081,947				2,020,339				3,102,286
Gross unrealized losses			(3,332,578	)			(719,436	)			(4,052,014	)
Carrying Value		$	417,820,016			$	76,644,851			$	494,464,867

The following tables present the carrying value of the Company’s AFS investment securities by rate type as of June 30, 2010 and December 31, 2009:

		June 30, 2010
		U.S. Treasuries				Agency				Non-agency				Total
Adjustable Rate		$	—			$	298,177,904			$	127,151,177			$	425,329,081
Fixed Rate			145,436,132				339,594,880				67,523,494				552,554,506
Total		$	145,436,132			$	637,772,784			$	194,674,671			$	977,883,587

		December 31, 2009
		Agency				Non-agency				Total
Adjustable Rate		$	305,441,270			$	34,848,759			$	340,290,029
Fixed Rate			112,378,746				41,796,092				154,174,838
Total		$	417,820,016			$	76,644,851			$	494,464,867

When the Company purchases a credit-sensitive AFS security at a significant discount to its face value, the Company often does not amortize into income a significant portion of this discount that the Company is entitled to earn because it does not expect to collect it due to the inherent credit risk of the security. The Company may also record an other-than-temporary impairment, or OTTI, for a portion of its investment in the security to the extent the Company believes that principal losses will exceed the discount. The amount of

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 3. Available-for-Sale Securities, at Fair Value  – (continued)

principal that the Company does not amortize into income is designated as a credit reserve on the security, with net unamortized discounts or premiums amortized into income over time using the interest method in accordance with ASC 320.

The following table presents the changes for the six months ended June 30, 2010, of the unamortized net discount and designated credit reserves on non-Agency AFS securities.

		Designated Credit Reserve				Unamortized Net Discount				Total
Beginning balance at January 1, 2010		$	(50,186,623	)		$	(41,049,738	)		$	(91,236,361	)
Acquisitions			(67,130,634	)			(61,123,650	)			(128,254,284	)
Accretion of net discount			—				3,570,119				3,570,119
Realized credit losses			955,998				7,838				963,836
Transfers (to) from			2,286,900				(2,286,900	)			—
Sales, calls, other			17,465,331				12,583,853				30,049,184
Ending balance at June 30, 2010		$	(96,609,028	)		$	(88,298,478	)		$	(184,907,506	)

The following table presents the components comprising the carrying value of AFS securities that were in an unrealized loss position and not deemed to be other than temporarily impaired as of June 30, 2010 and December 31, 2009.

		Unrealized Loss Position for: Less than 12 Months
		Amortized Cost				Gross Unrealized Losses				Estimated Fair Value
June 30, 2010		$	168,537,808			$	(9,102,971	)		$	159,434,837
December 31, 2009		$	417,008,390			$	(4,052,014	)		$	412,956,376

At June 30, 2010, the Company held 250 AFS securities, of which 74 were in an unrealized loss position. At December 31, 2009, the Company held 112 AFS securities, of which 61 were in an unrealized loss position. There were no unrealized loss positions for twelve consecutive months or longer due to the Company beginning its operations in the fourth quarter of 2009.

Evaluating AFS Securities for Other-than-Temporary Impairments

In 2009, the Company adopted the provisions of ASC 320 to evaluate AFS securities for OTTI. This evaluation requires us to determine whether there has been a significant adverse quarterly change in the cash flow expectations for a security. The Company also considers whether there has been a significant adverse change in the regulatory and/or economic environment as part of this analysis. For the three and six months ended June 30, 2010, the Company did not recognize any other-than-temporary impairments on AFS securities in the Company’s consolidated statements of income (loss).

Gross Realized Gains and Losses

Gains and losses from the sale of AFS securities are recorded as realized gains (losses) within gain on sale of investment securities, net in the Company’s consolidated statements of income (loss). For the three and six months ended June 30, 2010, the Company sold AFS securities for $165.7 and $176.1 million with an amortized cost of $164.9 and $174.1 million, for a net realized gain of $0.8 and $2.0 million, respectively, which included sales of U.S. Treasuries with an amortized cost of $150.8 million for the three and six months ended June 30, 2010.

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 3. Available-for-Sale Securities, at Fair Value  – (continued)

The following table presents the gross realized gains and losses on sales of AFS securities for the three and six months ended June 30, 2010:

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2009				2010				2009
Gross realized gains		$	1,085,484			$	—			$	2,306,273			$	—
Gross realized losses			(251,939	)			—				(275,755	)			—
Total realized gains (losses) on sales, net		$	833,545			$	—			$	2,030,518			$	—

Note 4. Restricted Cash

The following table presents the Company’s restricted cash balances and the purposes of the balances:

		June 30, 2010				December 31, 2009
Restricted cash balances held by:
Broker counterparties for securities trading activity		$	9,000,000			$	8,000,000
Broker counterparties for derivative trading activity			7,184,647				—
Repurchase counterparties as restricted collateral			2,462,669				913,048
Total		$	18,647,316			$	8,913,048

As of June 30, 2010 and December 31, 2009, the Company is required to maintain certain cash balances with counterparties for broker activity and collateral for the Company’s repurchase agreements in non-interest bearing accounts.

Note 5. Accrued Interest Receivable

The following table presents the Company’s accrued interest receivable by collateral type:

		June 30, 2010				December 31, 2009
Accrued Interest Receivable:
U.S. Treasuries		$	92,110			$	—
Mortgage-backed securities:
Agency
Federal Home Loan Mortgage Corporation			1,272,191				1,227,847
Federal National Mortgage Association			1,472,386				808,648
Government National Mortgage Association			236,797				128,469
Non-agency			683,253				414,731
Total mortgage-backed securities			3,664,627				2,579,695
Total		$	3,756,737			$	2,579,695

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 6. Derivative Instruments and Hedging Activities

The Company expects to enter into a variety of derivative and non-derivative instruments in connection with its risk management activities. The Company’s primary objective for executing these derivatives and non-derivative instruments is to mitigate the Company’s economic exposure to future events that are outside its control. The Company’s derivative financial instruments are utilized principally to manage market risk and cash flow volatility associated with interest rate risk (including associated prepayment risk) related to certain assets and liabilities. As part of its risk management activities, the Company may, at times, enter into various forward contracts including short securities, agency to-be-announced securities (“TBAs”), options, futures, swaps and caps. In executing on the Company’s current risk management strategy, the Company has entered into interest rate swap agreements and TBA positions. The Company has also entered into a number of non-derivative instruments to manage interest rate risk, principally U.S. Treasuries and Agency interest-only securities.

The following summarizes the Company’s significant asset and liability classes, the risk exposure for these classes, and the Company’s risk management activities used to mitigate certain of these risks. The discussion includes both derivative and non-derivative instruments used as part of these risk management activities. While the Company uses non-derivative and derivative instruments to achieve the Company’s risk management activities, it is possible that these instruments will not effectively mitigate all or a substantial portion of the Company’s market rate risk. In addition, the Company might elect, at times, not to enter into certain hedging arrangements in order to maintain compliance with REIT requirements.

Interest Rate Sensitive Assets/Liabilities

Available-for-sale Securities — The Company’s RMBS investment securities are generally subject to change in value when mortgage rates decline or increase depending on the type of investment. Rising mortgage rates generally result in an increase in slowing of refinancing activity, which slows prepayments and results in a decline in the expected value of the Company’s fixed-rate agency pools. To mitigate the impact of this risk, the Company maintains a portfolio of financial instruments, primarily fixed-rate interest-only securities, which increase in value when interest rates increase. In addition, the Company has initiated a limited number of TBA positions to further mitigate its exposure to increased prepayment speeds. The primary objective is to minimize the overall risk of loss in the value of the investment securities due to the change in fair value caused by interest rate changes and their interrelated impact on prepayments.

As of June 30, 2010 and December 31, 2009, the Company had outstanding fair value of $14.0 million and $16.5 million, respectively, of interest-only securities in place to economically hedge its investment securities. These interest-only securities are included in available-for-sale securities, at fair value, in the consolidated balance sheet. In addition, the Company holds $135.0 and $150.0 million of long and short notional TBA positions, respectively, as of June 30, 2010. The Company discloses these on a net basis in accordance with master netting arrangements resulting, in a net fair market value of negative $16.8 million as of June 30, 2010, which are included in derivative liabilities, at fair value, in the consolidated balance sheet.

Repurchase Agreements — The Company monitors its repurchase agreements, which are generally floating rate debt, in relationship to the rate profile of its investment securities. When it is cost effective to do so, the Company may enter into interest rate arrangements to align the interest rate composition of its investment securities and debt portfolios, specifically repurchase agreements with maturities of less than 6 months. Typically, the significant terms of the interest rate swaps match the terms of the underlying debt, resulting in an effective conversion of the rate of the related repurchase agreement from floating to fixed.

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 6. Derivative Instruments and Hedging Activities  – (continued)

As of June 30, 2010 and December 31, 2009, the Company had the following outstanding interest rate derivatives that were utilized as economic hedges of interest rate risk associated with the Company’s short-term repurchase agreements:

						Notional Amounts
Maturity Date		Fixed Interest Rate in Contract				June 30, 2010				December 31, 2009
12/15/2011			1.168	%			100,000,000				100,000,000
1/11/2013			1.965	%			50,000,000				—
4/27/2013			1.821	%			100,000,000				—
			Total				250,000,000				100,000,000

The Company has also entered into interest rate derivatives in combination with U.S. Treasuries to hedge funding cost risk. As of June 30, 2010, the Company holds $145.4 million in fair market value of U.S. Treasuries and the following outstanding interest rate derivatives:

						Notional Amounts
Maturity Date		Fixed Interest Rate in Contract				June 30, 2010				December 31, 2009
5/27/2012			1.280	%			150,000,000				—

All of the Company’s interest rate swap contracts receive interest at a 3-month LIBOR rate.

The Company has not applied hedge accounting to its current derivative portfolio held to mitigate the interest rate risk associated with its debt portfolio. As a result, the Company is subject to volatility in its earnings due to movement in the unrealized gains and losses associated with its interest rate swaps and its other derivative instruments.

Foreign Currency Risk

In compliance with the Company’s REIT requirements, the Company does not have exposure to foreign denominated assets or liabilities. As such, the Company is not subject to foreign currency risk.

Non-Risk Management Activities

The Company has entered into certain financial instruments that are considered derivative contracts under ASC 815 that are not for purposes of hedging. These contracts are currently limited to inverse interest-only residential mortgage securities. These securities with a carrying value of $32.6 million are accounted for as derivative financial instruments in the consolidated financial statements.

Credit Risk

The Company has limited its exposure to credit losses on its U.S. Treasuries and Agency portfolio of investment securities because these securities are issued by the U.S. Department of the Treasury or government sponsored entities, or GSEs. The payment of principal and interest on the FHLMC and FNMA mortgage-backed securities are guaranteed by those respective agencies, and the payment of principal and interest on the GNMA mortgage-backed securities are backed by the full faith and credit of the U.S. Government.

For non-Agency investment securities, the Company currently does not believe it is cost effective or beneficial to the Company’s REIT status to hedge credit risk with derivative instruments and, accordingly, the Company does not hold derivative instruments to specifically hedge credit risk. However, the Company has processes and controls in place to monitor, analyze, manage and mitigate its credit risk with respect to non-Agency RMBS.

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 6. Derivative Instruments and Hedging Activities  – (continued)

Derivative financial instruments contain an element of credit risk if counterparties are unable to meet the terms of the agreements. Credit risk associated with derivative financial instruments is measured as the net replacement cost should the counterparties that owe the Company under contracts completely fail to perform under the terms of these contracts, assuming there are no recoveries of underlying collateral, as measured by the market value of the derivative financial instruments. As June 30, 2010, the market value of derivative financial instruments as an asset and liability position was $32.6 and $21.6 million, respectively.

The Company mitigates the credit risk exposure on derivative financial instruments by limiting the counterparties to those major banks and financial institutions that meet established credit guidelines, and the Company seeks to transact with several different counterparties in order to reduce the exposure to any single counterparty. Additionally, the Company reduces credit risk on the majority of its derivative instruments by entering into agreements that permit the closeout and netting of transactions with the same counterparty upon occurrence of certain events. To further mitigate the risk of counterparty default, the Company maintains collateral agreements with certain of its counterparties. The agreements require both parties to maintain cash deposits in the event the fair values of the derivative financial instruments exceed established thresholds. The Company has not received cash deposits from counterparties at June 30, 2010. The Company has placed cash deposits of $7.3 million as of June 30, 2010 in accounts maintained by counterparties, of which the amounts are classified as restricted cash or due from counterparties on the consolidated balance sheet.

In accordance with ASC 815, as amended and interpreted, the Company records derivative financial instruments on its consolidated balance sheet as assets or liabilities at fair value. Changes in fair value are accounted for depending on the use of the derivative instruments and whether they qualify for hedge accounting treatment. Due to the volatility of the credit markets and difficulty in effectively matching pricing or cash flows, the Company has elected to treat all current derivative contracts as trading instruments.

Balance Sheet Presentation

The following table represents the gross fair value and notional amounts of the Company’s derivative financial instruments treated as trading instruments as of June 30, 2010 and December 31, 2009.

		Derivative Assets								Derivative Liabilities
		Fair Value				Notional				Fair Value				Notional
June 30, 2010		$	32,632,941				241,889,518			$	21,635,709				416,209,766
December 31, 2009		$	363,666				100,000,000			$	—				—

The following table provides the average monthly outstanding notional amounts of the Company’s derivative financial instruments treated as trading instruments for the six months ended June 30, 2010.

		Six Months Ended June 30,
Trading Instruments		Derivative Assets				Derivative Liabilities
Inverse interest-only securities			171,011,470				—
TBAs			17,142,857				28,626,374
Interest rate swap agreements			—				279,120,879
Short treasuries			—				5,549,451

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 6. Derivative Instruments and Hedging Activities  – (continued)

Income Statement Presentation

The following table summarizes the location and amount of gains and losses on derivative instruments reported in the consolidated statement of income on its derivative instruments.

Trading Instruments		Location of Gain/(Loss) Recognized in Income on Derivatives				Amount of Gain/(Loss) Recognized in Income on Derivatives
						Six Months Ended June 30,
						2010				2009
Risk Management Instruments
Interest Rate Contracts
Investment securities – RMBS			Gain on other derivative instruments			$	416,908			$	—
Investment securities – U.S. Treasuries			Loss on interest rate swap agreements				(1,048,097	)			—
Repurchase agreements			Loss on interest rate swap agreements				(4,553,096	)			—
Non-Risk Management Instruments			Gain on other derivative instruments				682,121				—
Total						$	(4,502,164	)		$	—

Note 7. Fair Value

Fair Value Measurements

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). Additionally, ASC 820 requires an entity to consider all aspects of nonperformance risk, including the entity’s own credit standing, when measuring fair value of a liability.

ASC 820 establishes a three level hierarchy to be used when measuring and disclosing fair value. An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Following is a description of the three levels:

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 7. Fair Value  – (continued)

Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.

Available-for-sale securities — The Company holds a portfolio of available-for-sale securities that are carried at fair value in the consolidated balance sheet. Available-for-sale securities are primarily comprised of U.S. Treasuries, Agency and non-Agency RMBS. The Company determines the fair value of its U.S. Treasuries and Agency RMBS based upon prices obtained from third-party pricing providers or broker quotes received using bid price, which are deemed indicative of market activity. In determining the fair value of its non-Agency RMBS, management judgment is used to arrive at fair value that considers prices obtained from third-party pricing providers, broker quotes received and other applicable market data. If observable market prices are not available or insufficient to determine fair value due to principally illiquidity in the marketplace, then fair value is based upon internally developed models that are primarily based on observable market-based inputs but also include unobservable market data inputs (including prepayment speeds, delinquency levels, and credit losses). The Company classified 100% of its U.S. Treasuries as Level 1 fair value assets at June 30, 2010. The Company classified 100% of its RMBS available for sale securities reported at fair value as Level 2 at June 30, 2010. Available-for-sale securities account for 96.8% of all assets reported at fair value at June 30, 2010.

Derivative instruments — The Company may enter into a variety of derivative financial instruments as part of its hedging strategies. The Company principally executes over-the-counter (“OTC”) derivative contracts, such as interest rate swaps. The Company utilizes internally developed models that are widely accepted in the market to value their over-the-counter derivative contracts. The specific terms of the contract are entered into the model, as well as market observable inputs such as interest rate forward curves and interpolated volatility assumptions. As all significant inputs into these models are market observable, the Company classified 100% of the interest rate swaps reported at fair value as Level 2 at June 30, 2010.

The Company also enters into certain other derivative financial instruments, such as TBAs and inverse interest-only securities. These instruments are similar in form to the Company’s available-for-sale securities and the Company utilizes broker quotes to value these instruments. The Company classified 95.0% of these derivative assets reported at fair value as Level 2 and 5.0% of these derivative assets reported at fair value as Level 3 at June 30, 2010. The Company reported 100% of its derivative liabilities as Level 1 or Level 2 as of June 30, 2010.

The Company’s Risk Management Committee governs trading activity relating to derivative instruments. The Company’s policy is to minimize credit exposure related to financial derivatives used for hedging, by limiting the hedge counterparties to major banks, financial institutions, exchanges, and private investors who meet established capital and credit guidelines, as well as by limiting the amount of exposure to any individual counterparty.

The Company has netting arrangements in place with all derivative counterparties pursuant to standard documentation developed by the International Swap and Derivatives Association, or ISDA. Additionally, both the Company and the counterparty are required to post cash collateral based upon the net underlying market value of the Company’s open positions with the counterparty. Posting of cash collateral typically occurs daily, subject to certain dollar thresholds. Due to the existence of netting arrangements, as well as frequent cash collateral posting at low posting thresholds, credit exposure to the Company and/or to the counterparty is considered materially mitigated and based on the Company’s assessment, there is no requirement for any additional adjustment to derivative valuations specifically for credit.

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 7. Fair Value  – (continued)

Recurring Fair Value

The following tables display the Company’s assets and liabilities measured at fair value on a recurring basis. The Company often economically hedges the fair value change of its assets or liabilities with derivatives and other financial instruments. The table below displays the hedges separately from the hedged items, and therefore does not directly display the impact of the Company’s risk management activities.

		Recurring Fair Value Measurements At June 30, 2010
		Level 1				Level 2				Level 3				Total
Assets
Available-for-sale securities		$	145,436,132			$	832,447,455			$	—			$	977,883,587
Derivative assets			—				30,989,757				1,643,184				32,632,941
Total assets		$	145,436,132			$	863,437,212			$	1,643,184			$	1,010,516,528
Liabilities
Derivative liabilities		$	16,821,569			$	4,814,140			$	—			$	21,635,709
Total liabilities		$	16,821,569			$	4,814,140			$	—			$	21,635,709

The valuation of Level 3 instruments requires significant judgment by the third-party pricing providers and/or management. The third party pricing providers and/or management rely on inputs such as market price quotations from market makers (either market or indicative levels), original transaction price, recent transactions in the same or similar instruments and changes in financial ratios or cash flows to determine fair value. Level 3 instruments may also be discounted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the third party pricing provider in the absence of market information. Assumptions used by the third party pricing provider due to lack of observable inputs may significantly impact the resulting fair value and therefore the Company’s financial statements. The Company’s valuation committee reviews all valuations that are based on pricing information received from a third party pricing provider. As part of this review, prices are compared against other pricing or input data points in the marketplace, along with internal valuation expertise, to ensure the pricing is reasonable. In addition, the Company performs back-testing of pricing information to validate price information and identify any pricing trends of a third party price provider.

In determining fair value, third party pricing providers use various valuation approaches, including market and income approaches. Inputs that are used in determining fair value of an instrument may include pricing information, credit data, volatility statistics, and other factors. In addition, inputs can be either observable or unobservable.

The availability of observable inputs can vary by instrument and is affected by a wide variety of factors, including the type of instrument, whether the instrument is new and not yet established in the marketplace and other characteristics particular to the instrument. The third party pricing provider uses prices and inputs that are current as of the measurement date, including during periods of market dislocations. In periods of market dislocation, the availability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified to or from various levels within the fair value hierarchy.

Securities for which market quotations are readily available are valued at the bid price (in the case of long positions) or the ask price (in the case of short positions) at the close of trading on the date as of which value is determined. Exchange-traded securities for which no bid or ask price is available are valued at the last traded price.

OTC derivative contracts, including interest rate swaps, are valued by the Company using observable inputs, such as quotations received from the counterparty, dealers or brokers, whenever available and considered reliable. In instances where models are used, the value of an OTC derivative depends upon the

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 7. Fair Value  – (continued)

contractual terms of, and specific risks inherent in, the instrument as well as the availability and reliability of observable inputs. Such inputs include market prices for reference securities, yield curves, credit curves, volatility measures, prepayment rates and correlation of such inputs. Certain OTC derivatives, such as swaps, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.

The table below presents the reconciliation for all of the Company’s Level 3 assets and liabilities measured at fair value on a recurring basis. The Level 3 items presented below may be hedged by derivatives and other financial instruments that are classified as Level 1 or Level 2. Thus, the tables below do not fully reflect the impact of the Company’s risk management activities.

		Level 3 Recurring Fair Value Measurements Three Months Ended June 30, 2010
						Total Net Gains/(Losses) Included in Net Income
		April 1, 2010 Level 3 Fair Value				Realized Gains (Losses)				Unrealized Gains (Losses)				Other Comprehensive Income				Purchases, Sales and Settlements, Net				Net Transfers Into/(Out of) Level 3				End of Period Level 3 Fair Value
Assets
Available-for-sale securities		$	4,976,789			$	—			$	—			$	—	(a)		$	—			$	(4,976,789	)		$	—
Derivative assets			—				(7,436	)			(16,640	)			—				1,667,260				—				1,643,184
Total assets		$	4,976,789			$	(7,436	)		$	(16,640	)		$	—			$	1,667,260			$	(4,976,789	)		$	1,643,184

		Level 3 Recurring Fair Value Measurements Six Months Ended June 30, 2010
						Total Net Gains/(Losses) Included in Net Income
		January 1, 2010 Level 3 Fair Value				Realized Gains (Losses)				Unrealized Gains (Losses)				Other Comprehensive Income				Purchases, Sales and Settlements, Net				Net Transfers Into/(Out of) Level 3				End of Period Level 3 Fair Value
Assets
Available-for-sale securities		$	2,125,507			$	(673,156	)		$	—			$	(175,157	)(a)		$	—			$	(1,277,194	)		$	—
Derivative assets			—				(7,436	)			(16,640	)			—				1,667,260				—				1,643,184
Total assets		$	2,125,507			$	(680,592	)		$	(16,640	)		$	(175,157	)		$	1,667,260			$	(1,277,194	)		$	1,643,184

The Company did not incur transfers between Level 1 and Level 2 for the three months ended June 30, 2010. The Company did incur a minimal amount of transfer activity from Level 3 to Level 2 during the three months ended June 30, 2010 as a result of obtaining third-party broker prices for the respective securities and qualitative and quantitative support for the liquidity of those instruments. Transfers between Levels are deemed to take place on the first day of the reporting period in which the transfer has taken place.

The Company did not have any assets or liabilities recorded at fair value for the three and six months ended June 30, 2009.

Nonrecurring Fair Value

The Company may be required to measure certain assets or liabilities at fair value from time to time. These periodic fair value measures typically result from application of certain impairment measures under GAAP. These items would constitute nonrecurring fair value measures under ASC 820. As of June 30, 2010, the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis.

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 7. Fair Value  – (continued)

Fair Value of Financial Instruments

In accordance with ASC 820, the Company is required to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the consolidated balance sheet, for which fair value can be estimated.

The following describes the Company’s methods for estimating the fair value for financial instruments. Descriptions are not provided for those items that have zero balances as of the current balance sheet date.

Note 8. Repurchase Agreements

The Company had outstanding $866.3 million of repurchase agreements, including repurchase agreements funding the Company’s U.S. Treasuries of $144.3 million. Excluding the debt associated with the Company’s U.S. Treasuries and the effect of the Company’s interest rate swaps, the repurchase agreements had a weighted average borrowing rate of 0.6% and weighted average remaining maturities of 51 days as of June 30, 2010. The Company had outstanding $411.9 million of repurchase agreements with a weighted average borrowing rate of 0.4% excluding the effect of the Company’s interest rate swaps, and weighted average remaining maturities of 90 days as of December 31, 2009. The debt associated with the Company’s U.S. Treasuries had a weighted borrowing rate of 0.2%.

At June 30, 2010 and December 31, 2009, the repurchase agreements had the following characteristics:

		June 30, 2010								December 31, 2009
Collateral Type		Amount Outstanding				Weighted Average Borrowing Rate				Amount Outstanding				Weighted Average Borrowing Rate
U.S. treasuries		$	144,275,000				0.21	%		$	—				—
Agency RMBS			603,108,942				0.40	%			395,641,510				0.37	%
Non-Agency RMBS			97,147,687				1.95	%			16,251,000				1.94	%
Agency derivatives			21,746,545				1.07	%			—				—
Total		$	866,278,174				0.56	%		$	411,892,510				0.43	%

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 8. Repurchase Agreements  – (continued)

At June 30, 2010 and December 31, 2009, the repurchase agreements had the following remaining maturities:

		June 30, 2010				December 31, 2009
Within 30 days		$	178,564,075			$	207,050,239
30 to 59 days			176,313,848				—
60 to 89 days			78,408,232				—
90 to 119 days			98,231,625				—
Over 120 days			190,485,394				204,842,271
Open maturity			144,275,000	(1)			—
Total		$	866,278,174			$	411,892,510

The following table summarizes assets at carrying value that are pledged or restricted as collateral for the future payment obligations of repurchase agreements:

		June 30, 2010				December 31, 2009
Available-for-sale securities, at fair value		$	934,149,813			$	444,833,063
Restricted cash			2,462,669				913,048
Due from counterparties			4,905,331				1,736,952
Derivative assets, at fair value			30,549,308				—
Total		$	972,067,121			$	447,483,063

Although the repurchase agreements are committed borrowings until maturity, the respective lender retains the right to mark the underlying collateral to fair value. A reduction in the value of pledged assets would require the Company to provide additional collateral or fund margin calls.

The following table summarizes certain characteristics of the Company’s repurchase agreements and counterparty concentration at June 30, 2010:

		Amount Outstanding				Net Counterparty Exposure(1)				Percent of Equity
Barclays Capital Inc.		$	284,819,996			$	49,216,060				22	%
Banc of America Securities LLC			55,480,000				26,661,847				12	%
All other counterparties			525,978,178				33,440,144				15	%
Total		$	866,278,174			$	109,318,051

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 9. Stockholders’ Equity

Public offering

On April 26, 2010, the Company completed its public offering of 11,500,000 shares of its common stock and subsequently issued an additional 1,188,381 shares of common stock pursuant to the underwriters’ over-allotments at a price of $8.90 per share, for gross proceeds of approximately $113.0 million. Including the over-allotment shares, the Company has 26,067,590 shares of common stock outstanding as of June 30, 2010. Net proceeds to the Company from the offering were approximately $106.8 million, net of issuance costs of approximately $6.2 million.

Distributions to stockholders

On June 14, 2010, the Company declared dividends to common stockholders totaling $8.6 million, or $0.33 per share. The following table presents cash dividends declared by the Company on its common stock from October 28, 2009 through June 30, 2010:

Declaration Date

Record Date

Payment Date

Cash Dividend Per Share

June 14, 2010

June 30, 2010

July 22, 2010

$

0.33

March 12, 2010

March 31, 2010

April 23, 2010

$

0.36

December 21, 2009

December 31, 2009

January 26, 2010

$

0.26

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) at June 30, 2010 and December 31, 2009 was as follows:

		June 30, 2010				December 31, 2009
Available-for-sale securities, at fair value Unrealized gains, net of tax of $148,285 and $0, respectively		$	10,925,359			$	3,102,286
Unrealized losses			(9,102,971	)			(4,052,014	)
Accumulated other comprehensive income (loss)		$	1,822,388			$	(949,728	)

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 10. Earnings Per Share

The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share (“EPS”) for the three and six months ended June 30, 2010 and 2009:

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2009				2010				2009
Numerator:
Net income (loss) to common stockholders for basic and diluted earnings per share		$	4,088,282			$	(1,261,036	)		$	9,415,238			$	(1,472,041	)
Denominator:
Basic weighted average shares outstanding			22,438,121				24,936,558				17,933,689				24,936,558
Dilutive weighted average restricted stock shares			28,570				—				25,383				—
Diluted weighted average shares outstanding			22,466,691				24,936,558				17,959,072				24,936,558
Basic Earnings (Loss) Per Share:		$	0.18			$	(0.05	)		$	0.53			$	(0.06	)
Diluted Earnings (Loss) Per Share:		$	0.18			$	(0.05	)		$	0.52			$	(0.06	)

On June 14, 2010, the Company issued shares of restricted stock to the independent directors of the Company in accordance with the Company’s 2009 Equity Incentive Plan.

For the three and six months ended June 30, 2010 and 2009, the Company has assumed that no warrants would be exercised as the market value per share of the Company’s common stock was below the strike price of the warrants and the warrants would be anti-dilutive.

Note 11. Related Party Transactions

The following summary provides disclosure of the material transactions with affiliates of the Company.

In accordance with the Management Agreement with PRCM Advisers LLC, the Company accrued $0.7 and $1.2 million as a management fee to PRCM Advisers LLC for the three and six months ended June 30, 2010, respectively, which represents approximately 1.5% of stockholders’ equity on an annualized basis as defined by the Management Agreement. In addition, the Company reimbursed PRCM Advisers LLC for direct and allocated costs incurred by PRCM Advisers LLC on behalf of the Company. These direct and allocated costs totaled approximately $1.2 and $2.0 million for the three and six months ended June 30, 2010, respectively.

The Company recognized $32,468 and $64,934 of compensation expense during the three and six months ended June 30, 2010, respectively, associated with the amortization of shares of restricted stock issued to the independent directors.

As of June 30, 2010, there were 33,249,000 publicly-held registered warrants to purchase up to 33,249,000 shares of common stock were issued and outstanding. Of the 33,249,000 warrants, 7,000,000 are beneficially owned by the founders of Capitol Acquisition Corp., or Capitol, and 2,906,918 are beneficially owned by Nisswa Acquisition Master Fund Ltd., which is an investment fund managed by Pine River.

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TWO HARBORS INVESTMENT CORP.
  
Notes to the Consolidated Financial Statements

Note 12. Subsequent Events

On August 4, 2010, Two Harbors Asset I, LLC (“THAI”), an indirect wholly-owned subsidiary of Two Harbors Investment Corp. (the “Company”), entered into a Master Repurchase and Securities Contract (the “Repurchase Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”). The Repurchase Agreement will be used by THAI from time to time to sell certain of its non-Agency securities held in its RMBS loan portfolio to Wells Fargo pursuant to the Repurchase Agreement. The Repurchase Agreement provides for a 364-day facility with an aggregate maximum borrowing capacity of $75 million and is set to mature on August 3, 2011, unless extended pursuant to its terms.

The Company has guaranteed THAI’s obligations under the Repurchase Agreement. The Company is subject to the following financial covenants, as further defined by the Guaranty Agreement:

Events subsequent to June 30, 2010 were evaluated through the date these financial statements were issued.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K for the year ended December 31, 2009.

General

We are a Maryland corporation focused on investing in, financing and managing residential mortgage-backed securities, or RMBS, and related investments. We intend to qualify as a real estate investment trust, or REIT, as defined under the Internal Revenue Code of 1986, as amended, or the Code.

We are externally managed by PRCM Advisers LLC. PRCM Advisers LLC is a wholly-owned subsidiary of Pine River Capital Management L.P., which we refer to as Pine River, a global multi-strategy asset management firm with an established track record of investing in our target assets and fixed income securities.

Our objective is to provide attractive risk-adjusted returns to our investors over the long term, primarily through dividends and secondarily through capital appreciation. We selectively acquire and manage an investment portfolio of our target assets, which we believe is constructed to generate attractive returns through market cycles. We focus on security selection and implement a relative value investment approach across various sectors within the residential mortgage market. Our target assets include the following:

We seek to deploy moderate leverage as part of our investment strategy. We generally finance our target assets through short-term borrowings structured as repurchase agreements. We may also finance portions of our portfolio through non-recourse term borrowing facilities and equity financing provided by government programs, if such financing becomes available.

We compete with other investment vehicles for attractive investment opportunities. We rely on our management team and Pine River, who have developed strong relationships with a diverse group of financial intermediaries, to identify investment opportunities. In addition, we have benefited and expect to continue to benefit from Pine River’s analytical and portfolio management expertise and infrastructure. We believe that our focus on the RMBS area, the extensive RMBS expertise of our investment team, our strong analytics and our disciplined relative value investment approach give us a competitive advantage over our peers.

We intend to qualify as a REIT for U.S. federal income tax purposes, commencing with our initial taxable period ended December 31, 2009. To qualify as a REIT we are required to meet certain investment and operating tests and annual distribution requirements. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders, do not participate in prohibited transactions and maintain our intended qualification as a REIT. However, certain activities that we may perform may cause us to earn income which will not be qualifying income for REIT purposes. We have designated our subsidiary, Capitol, as a taxable REIT subsidiary, or TRS, as defined in the Code, to engage in such activities, and we may in the future form additional TRSs. We also intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended, or the 1940 Act.

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Forward Looking Statements

When used in this quarterly report on Form 10-Q, in future filings with the SEC or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the 1933 Act and Section 21E of the Securities Exchange Act of 1934, as amended (or 1934 Act), and, as such, may involve known and unknown risks, uncertainties and assumptions.

Statements regarding the following subjects, among others, may be forward-looking: changes in interest rates and the market value of our MBS; changes in the prepayment rates on the mortgage loans securing our MBS; our ability to borrow to finance our assets; implementation of or changes in government regulations or programs affecting our business; our ability to maintain our qualification as a REIT for federal income tax purposes; our ability to maintain our exemption from registration under the 1940 Act; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. These and other risks, uncertainties and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those projected in any forward-looking statements we make. All forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Factors Affecting our Operating Results

Our net interest income will include income from our RMBS portfolio and will reflect the amortization of purchase premiums and accretion of purchase discounts. Net interest income will fluctuate primarily as a result of changes in market interest rates, our financing costs, and prepayment speeds on our assets. Interest rates, financing costs and prepayment rates vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. Our operating results will also be affected by default rates and credit losses with respect to the mortgage loans underlying our non-Agency RMBS.

Fair Value Measurement

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes three levels of input to be used when measuring fair value:

We follow the fair value hierarchy set forth above in order to prioritize the data utilized to measure fair value. We strive to obtain quoted market prices in active markets (Level 1 inputs). If Level 1 inputs are not available, we will attempt to obtain Level 2 inputs, observable market prices in inactive markets or derive the fair value measurement using observable market prices for similar assets or liabilities. When neither Level 1 nor Level 2 inputs are available, we use Level 3 inputs and independent pricing service models to estimate fair value measurements. At June 30, 2010, approximately 89.7% of total assets, or $1.0 billion, and 2.4% of

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total liabilities, or $21.6 million, consisted of financial instruments recorded at fair value. Approximately 0.1% of total assets, or $1.6 million of the assets reported at fair value were valued using Level 3 inputs. See Note 7 to the Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q, for descriptions of valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.

A significant portion of our assets and liabilities are at fair value and therefore our consolidated balance sheet and income statement are significantly affected by fluctuations in market prices. Although we execute various hedging strategies to mitigate our exposure to changes in fair value, we cannot fully eliminate our exposure to volatility caused by fluctuations in market prices. Starting in 2007, markets for asset-backed securities, including RMBS, have experienced severe dislocations. While these market disruptions continue, our assets and liabilities will be subject to valuation adjustment as well as changes in the inputs we use to measure fair value.

For the three and six months ended June 30, 2010, our interest rate swap agreement accounted for as a trading instrument negatively impacted our financial results. The change in fair value of the interest rate swap derivatives was a result of a stagnant LIBOR and decline in corresponding counterparty borrowing rates during the three and six months ended June 30, 2010. In addition, our financial results were favorably impacted by certain other derivative instruments entered into by the Company in the first six months of 2010 that were accounted for as trading derivative instruments, i.e., TBAs and inverse interest-only securities. Any temporary change in the fair value of our available-for-sale securities is recorded as a component of accumulated other comprehensive income and does not impact our earnings.

We have numerous internal controls in place to help ensure the appropriateness of fair value measurements. Significant fair value measures are subject to detailed analytics, management review and approval. Our entire investment portfolio is priced by third-party brokers at the “bid side” of the market, and/or by independent pricing providers. We strive to obtain multiple market data points for each valuation. By utilizing “bid side” pricing, certain assets, especially the most recent purchases, may realize a markdown due to the “bid-offer” spread. To the extent that this occurs, any economic effect of this would be reflected in accumulated other comprehensive income. We back test the fair value measurements provided by the pricing providers against actual performance. We also monitor the market for recent trades, market surveys, or other market information that may be used to benchmark pricing provider inputs.

Considerable judgment is used in forming conclusions and estimating inputs to our Level 3 fair value measurements. Level 3 inputs such as interest rate movements, prepayments speeds, credit losses and discount rates are inherently difficult to estimate. Changes to these inputs can have a significant affect on fair value measurements. Accordingly, we cannot be assured that our estimates of fair value are indicative of the amounts that would be realized on the ultimate sale or exchange.

Market Conditions and Outlook

The first six months of 2010 continued to experience regulatory developments in an effort to stabilize economic conditions and increase liquidity in the financial markets. We believe our blended Agency and non-Agency strategies, and our trading expertise, will allow us to navigate the dynamic characteristics of the RMBS environment while these and any future regulatory efforts take shape. Having a diversified portfolio allows us to balance risks, most specifically the volatility and impacts generated by uncertainty in interest rates, changes in prepayments, changes in home prices and homeowner default rates.

Risk-adjusted returns in our Agency RMBS portfolio will decline if we are required to pay higher purchase premiums due to lower interest rates or additional liquidity in the market. Returns are also affected by the possibility of rising interest rates. We expect that the majority of our assets will remain in whole-pool Agency RMBS, due to the long-term attractiveness of the asset class and the need to preserve our exemption under the 1940 Act. Interest-only Agency securities also provide a complementary investment and risk- management strategy to our principal and interest Agency bond investments.

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The following table provides the carrying value of our RMBS portfolio by product type:

		June 30, 2010								December 31, 2009
Agency Bonds
Fixed Rate Bonds		$	339,594,880				40.8	%		$	112,378,746				22.7	%
Hybrid ARMs			298,177,904				35.8	%			305,441,270				61.8	%
Total Agency			637,772,784				76.6	%			417,820,016				84.5	%
Non-Agency Bonds
Senior Bonds			157,409,260				18.9	%			54,091,629				10.9	%
Mezzanine Bonds			37,265,411				4.5	%			22,553,222				4.6	%
Total Non-Agency			194,674,671				23.4	%			76,644,851				15.5	%
Total		$	832,447,455							$	494,464,867

Although we are unable to predict the movement in interest rates in 2010 and beyond, our blended Agency and non-Agency portfolio strategy is intended to generate attractive yields with a low level of sensitivity to yield curve, prepayments and interest rate cycles. Our portfolio has a mixture of fixed and hybrid/adjustable rate terms, which we use to manage interest rate risk.

Our Agency bond portfolio is subject to inherent prepayment risk: generally, a decline in interest rates that leads to rising prepayment speeds will cause the market value of our interest-only securities to deteriorate, but will cause the market value of our fixed coupon Agency pools to increase. The inverse relationship occurs when interest rates increase and prepayments slow. We hold a portfolio of Agency securities, which includes bonds with explicit prepayment protection, low loan balances and seasoned bonds reflecting less prepayment risk due to previously experienced high levels of refinancing. We believe this reduces the prepayment risk to the portfolio.

The following table provides the carrying value of our agency bond portfolio by vintage and prepayment protection:

		As of June 30, 2010
		Fixed Rate				Hybrid ARMs				Total Agency RMBS
Pre-pay lock-out or penalty-based		$	67,251,247			$	48,174,724			$	115,425,971				18	%
Low loan balances			195,216,272				—				195,216,272				31	%
Pre-2002 vintages			50,412,302				30,173,460				80,585,762				13	%
2002 – 2005 vintages			14,295,571				153,818,179				168,113,750				26	%
2006 and subsequent vintages			12,419,488				66,011,541				78,431,029				12	%
Total		$	339,594,880			$	298,177,904			$	637,772,784				100	%

We are offsetting a portion of the Agency exposure to prepayment speeds through our non-Agency portfolio. Our non-Agency bond yields are expected to increase if prepayment rates on such assets exceed our prepayment assumptions. To the extent that prepayment speeds increase due to macroeconomic factors, we expect to benefit from the ability to recognize the income from the heavily discounted bond prices that principally arose from credit or payment default expectations.

The following table provides discount information on our non-Agency bond portfolio:

		As of June 30, 2010
		Senior				Mezzanine				Total
Face Value		$	300,550,948			$	81,109,003			$	381,659,951
Unamortized discount
Designated credit reserve			(75,598,968	)			(21,010,060	)			(96,609,028	)
Unamortized net discount			(65,374,868	)			(22,923,610	)			(88,298,478	)
Amortized Cost		$	159,577,112			$	37,175,333			$	196,752,445

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Summary of Results of Operations and Financial Condition

Our reported GAAP net income attributable to common stockholders was $4.1 million ($0.18 per diluted share) for the three months ended June 30, 2010 as compared to a GAAP net loss attributable to common stockholders of $1.3 million ($0.05 per diluted share) for the three months ended June 30, 2009. Our GAAP results for the three and six months ended June 30, 2010 include unrealized fair value losses of $3.3 and $4.4 million, respectively, on our interest rate swaps for which we have not elected to apply cash flow hedge accounting. Our results for the three months ended June 30, 2009 represent the historical results of Capitol as a development stage company with no operations.

During the three months ended June 30, 2010, we declared a dividend of $0.33 per diluted share. Our GAAP book value per diluted common share was $8.70 at June 30, 2010, a decrease from $9.08 book value per diluted common share at December 31, 2009.

The following table presents the components of our net income (loss) for the three and six months ended June 30, 2010 and 2009:

		Three Months Ended June 30,								Six Months Ended June 30,
Income Statement Data:		2010				2009				2010				2009
		(unaudited)								(unaudited)
Interest income:
Available-for-sale securities		$	9,087,917			$	—			$	15,241,235			$	—
Cash and cash equivalents			37,509				7,185				42,980				55,432
Total interest income			9,125,426				7,185				15,284,215				55,432
Interest expense			863,242				—				1,381,452				—
Net interest income			8,262,184				7,185				13,902,763				55,432
Other income:
Gain on sale of investment securities, net			833,545				—				2,030,518				—
Loss on interest rate swap agreements			(4,053,781	)			—				(5,601,193	)			—
Gain on other derivative instruments			152,568				—				1,099,029				—
Total other income			(3,067,668	)			—				(2,471,646	)			—
Expenses:
Management fees			748,330				—				1,205,309				—
Operating Expenses			1,132,260				1,385,707				2,119,333				1,706,109
Total expenses			1,880,590				1,385,707				3,324,642				1,706,109
Net income (loss) before income taxes			3,313,926				(1,378,522	)			8,106,475				(1,650,677	)
Benefit from income taxes			774,356				154,798				1,308,763				246,785
Net income (loss)		$	4,088,282			$	(1,223,724	)		$	9,415,238			$	(1,403,892	)
Accretion of Trust Account income relating to common stock subject to possible conversion			—				(37,312	)			—				(68,149	)
Net income (loss) attributable to common stockholders		$	4,088,282			$	(1,261,036	)		$	9,415,238			$	(1,472,041	)
Basic earnings per weighted average common share		$	0.18			$	(0.05	)		$	0.53			$	(0.06	)
Diluted earnings per weighted average common share		$	0.18			$	(0.05	)		$	0.52			$	(0.06	)
Dividends declared per common share		$	0.33			$	—			$	0.69			$	—
Weighted average number of shares of common stock:
Basic			22,438,121				24,936,558				17,933,689				24,936,558
Diluted			22,466,691				24,936,558				17,959,072				24,936,558

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Balance Sheet Data:		June 30, 2010				December 31, 2009
Available-for-sale securities		$	977,883,587			$	494,464,867
Total assets		$	1,126,771,059			$	538,365,409
Repurchase agreements		$	866,278,174			$	411,892,510
Total stockholders’ equity		$	227,353,003			$	121,720,767

Results of Operations

The following analysis principally focuses on the results generated in 2010, as our operations did not begin until the completion of the merger transaction with Capitol in late October 2009, that is more fully described in our 2009 Annual Report on Form 10-K. However, the analysis also includes 2009 results, where appropriate, which consist of Capitol as a development stage company with no operations.

Interest Income and Average Earning Assets Yield

For the three months ended June 30, 2010, we recognized $9.0 million of interest income from our Agency and non-Agency RMBS portfolio. Our RMBS portfolio’s average amortized cost of securities was approximately $670.9 million for the three months ended June 30, 2010, resulting in an annualized net yield of approximately 5.4%. For the six months ended June 30, 2010, we recognized $15.1 million of interest income from our Agency and non-Agency RMBS portfolio. Our RMBS portfolio’s average amortized cost of securities was approximately $586.0 million for the six months ended June 30, 2010, resulting in an annualized net yield of approximately 5.2%.

For the three months ended June 30, 2010, we recognized $2.8 million of net premium amortization on our Agency RMBS, including our interest-only securities. This resulted in an overall net asset yield of approximately 3.5% on our Agency RMBS. For the three months ended June 30, 2010, we recognized $2.5 million of accretion income from the discounts on our non-Agency portfolio resulting in an overall net yield of approximately 11.3%. For the six months ended June 30, 2010, we recognized $5.3 million of net premium amortization on our Agency RMBS, including our interest-only securities. This resulted in an overall net asset yield of approximately 3.6% on our Agency RMBS. For the six months ended June 30, 2010, we recognized $3.6 million of accretion income from the discounts on our non-Agency portfolio, resulting in an overall net yield of approximately 11.0%.

The following tables present the components of the net yield earned by investment type on our RMBS portfolio as a percentage of our average amortized cost of securities:

		Three months ended June 30, 2010												Six months ended June 30, 2010
		Agency				Non-Agency				Consolidated				Agency				Non-Agency				Consolidated
		(Ratios for the periods have been annualized)
Gross Yield/Stated Coupon			5.7	%			5.0	%			5.6	%			5.9	%			5.3	%			5.8	%
Net accretion/amortization of discount/premium			(2.2	)%			6.3	%			(0.2	)%			(2.3	)%			5.7	%			(0.6	)%
Net Yield			3.5	%			11.3	%			5.4	%			3.6	%			11.0	%			5.2	%

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The following table provides the components of interest income and net asset yield detail by investment type on our RMBS portfolio:

		Three months ended June 30, 2010
		Average Amortized Cost				Coupon Interest				Net (Premium Amortization)/ Discount Accretion				Interest Income				Net Asset Yield
Agency		$	512,920,648			$	7,363,776			$	(2,826,606	)		$	4,537,170				3.5	%
Non-Agency			157,988,154				1,975,567				2,468,730				4,444,297				11.3	%
Total		$	670,908,802			$	9,339,343			$	(357,876	)		$	8,981,467				5.4	%

		Six months ended June 30, 2010
		Average Amortized Cost				Coupon Interest				Net (Premium Amortization)/ Discount Accretion				Interest Income				Net Asset Yield
Agency		$	459,935,698			$	13,545,138			$	(5,343,810	)		$	8,201,328				3.6	%
Non-Agency			126,075,249				3,363,338				3,570,119				6,933,457				11.0	%
Total		$	586,010,947			$	16,908,476			$	(1,773,691	)		$	15,134,785				5.2	%

For the three and six months ended, we also recognized $0.1 million of interest income associated with our U.S. Treasuries, or approximately 0.8% annualized net yield on average amortized cost.

Interest Expense and the Cost of Funds

For the three months ended June 30, 2010, we recognized $0.8 million in interest expense on our borrowed funds collateralized by RMBS. For the same three month period, our average outstanding balance under repurchase agreements to fund RMBS was approximately $562.1 million, which was primarily funding our Agency RMBS portfolio. Our leverage ratio of 3.1 times on our RMBS portfolio as of June 30, 2010 and together with low LIBOR rates, resulted in an average cost of funds on our RMBS portfolio of 0.6% on an annualized basis. For the six months ended June 30, 2010, we recognized $1.3 million in interest expense on our borrowed funds collateralized by RMBS. For the same six month period, our average outstanding balance under repurchase agreements to fund RMBS was approximately $495.3 million, resulting in an average cost of funds on our RMBS of 0.5% on an annualized basis.

For the three and six months ended, we also recognized $0.1 million of interest expense associated with our U.S. Treasuries and Agency inverse interest-only derivatives, or an average cost of funds of approximately 0.5% on an annualized basis. The additional funds borrowed resulted in an overall leverage ratio of 3.8 times, largely driven by the borrowings to fund the U.S. Treasuries.

Net Interest Income

For the three months ended June 30, 2010, our net interest income on our RMBS AFS portfolio was $8.2 million resulting in a net interest spread of approximately 4.8%. For the six months ended June 30, 2010, our net interest income on our RMBS AFS portfolio was $13.8 million resulting in a net interest spread of approximately 4.7%. The favorable net interest rate spread for the three months ended June 30, 2010 compared to the full six month period was largely driven by our favorable prepayment speeds.

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The following table provides the interest income and expense incurred in the three months ended June 30, 2010:

		Three months ended June 30, 2010												Six months ended June 30, 2010
		Agency				Non-Agency				Total				Agency				Non-Agency				Total
		(Percentages for the period have been annualized)
Average Available-for-Sale Securities Held(1)		$	512,920,648			$	157,988,154			$	670,908,802			$	459,935,698			$	126,075,249			$	586,010,947
Total Interest Income		$	4,537,170			$	4,444,297			$	8,981,467			$	8,201,328			$	6,933,457			$	15,134,785
Yield on Average Investment Securities			3.5	%			11.3	%			5.4	%			3.6	%			11.0	%			5.2	%
Average Balance of Repurchase Agreements		$	493,255,647			$	68,831,367			$	562,087,014			$	442,628,210			$	52,691,939			$	495,320,149
Total Interest Expense(2)(3)		$	470,498			$	320,712			$	791,210			$	822,024			$	487,396			$	1,309,420
Average Cost of Funds			0.4	%			1.9	%			0.6	%			0.4	%			1.8	%			0.5	%
Net Interest Income		$	4,066,672			$	4,123,585			$	8,190,257			$	7,379,304			$	6,446,061			$	13,825,365
Net Interest Rate Spread			3.1	%			9.4	%			4.8	%			3.2	%			9.2	%			4.7	%

Gain on Sale of Investment Securities, Net

For the three and six months ended June 30, 2010, we sold AFS securities for $165.7 and $176.1 million with an amortized cost of $164.9 and $174.1 million, for a net realized gain of $0.8 and $2.0 million, respectively, which included sales of U.S. Treasuries with an amortized cost of $150.8 million for the three and six months ended June 30, 2010. We do not expect to sell assets on a frequent basis, but may sell assets to reallocate capital into new assets that our management believes might have higher risk-adjusted returns.

We review each of our securities on a quarterly basis to determine if an OTTI charge would be necessary. For the three and six months ended June 30, 2010, we did not recognize any losses from other-than-temporary impairments.

Loss on Interest Rate Swap Agreements

For the three and six months ended June 30, 2010, we recognized $0.8 and $1.2 million of expenses for the accrual and/or settlement of the net interest expense associated with the interest rate swaps. The expenses result from paying a fixed interest rate on 400 million notional to hedge a portion of our interest rate risk on our short-term repurchase agreements and funding costs and receiving LIBOR interest.

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Also, included in our financial results for the three and six months ended June 30, 2010 was the recognition of a $3.3 and $4.4 million, respectively, of unrealized valuation losses on our interest rate swap agreements that were accounted as trading instruments. The decrease in the two- and three-year swap rates during the three and six months ended June 30, 2010 resulted in the unfavorable market value movement over the respective periods.

		Three months ended June 30, 2010				Six months ended June 30, 2010
Net interest spread		$	(790,532	)		$	(1,209,343	)
Change in unrealized gain (loss) on interest rate swap agreements, at fair value			(3,263,249	)			(4,391,850	)
Gain (Loss) on Interest Rate Swap Agreements		$	(4,053,781	)		$	(5,601,193	)

Gain on Other Derivative Instruments

Included in our financial results for the three and six months ended June 30, 2010 was the recognition of $0.2 and $1.1 million of gains on other derivative instruments we hold for purposes of both hedging and non-hedging activities, principally TBAs and inverse interest-only securities. As these derivative instruments are considered trading instruments, the financial results include both realized and unrealized gains (losses) associated with these instruments.

Expenses

Management Fees

We incurred management fees of $0.7 and $1.2 million for the three and six months ended June 30, 2010, which are payable to PRMC Advisers LLC under our management agreement. The management fee is calculated based on our stockholders’ equity, and the increase is attributable to increased equity as a result of our follow-on offering.

Operating Expenses

For the three months ended June 30, 2010, we recognized $1.1 million of operating expenses compared to $1.4 million of expenses for the same period in 2009. The expenses for 2009 represent costs associated with Capitol as a development stage company with no operations and are not comparable to the operational costs we incurred in the same three month period of 2010.

The following table provides operating expenses as a percentage of average equity for the three and six month periods presented:

		Total Operating Expenses				Operating Expenses/ Average Equity
		(Ratios for the period have been annualized)
For the Three Months Ended June 30, 2010		$	1,132,260				2.2	%
For the Three Months Ended June 30, 2009(1)		$	1,385,707				3.0	%
For the Six Months Ended June 30, 2010		$	2,119,333				2.6	%
For the Six Months Ended June 30, 2009(1)		$	1,706,109				1.9	%

Our operating expenses as a percentage of average equity for the three months ended June 30, 2010 was 2.2%. The favorable decrease of our operating expense ratio from the first three months of 2010 resulted from the additional capital raised upon completion of our secondary common stock offering. See Note 9 of the Notes to the Consolidated Financial Statements.

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Income Taxes

For the three and six months ended June 30, 2010, we have recognized $0.8 and $1.3 million of income tax benefits related to both current and deferred income tax losses in our TRS. Our effective tax rate for the three and six months ended June 30, 2010 was negative 23.4% and negative 16.1%.

For the three and six months ended June 30, 2010, we have recognized $0.7 and $1.2 million of deferred tax benefit related to the unrealized loss on our interest rate swap agreements and TBAs held in our TRS.

For the three and six months ended June 30, 2010, we also recognized current federal tax benefits of $0.1 and $0.1 million due to realized net losses on the U.S. Treasuries and derivative instruments we hold in our TRS.

We currently intend to distribute 100% of our REIT taxable income, and therefore we have not recognized any further federal or state tax provisions.

Financial Condition

Available-for-Sale Securities, at Fair Value

Agency RMBS

Our Agency RMBS portfolio is comprised of adjustable rate and fixed rate mortgage-backed securities backed by single-family and multi-family mortgage loans. All of our Agency RMBS were Fannie Mae or Freddie Mac mortgage pass-through certificates or collateralized mortgage obligations that carry an implied “AAA” rating, or Ginnie Mae mortgage pass-through certificates, which are backed by the guarantee of the U.S. Government. The majority of these securities consist of whole pools in which we own all of the investment interests in the securities.

The table below summarizes certain characteristics of our Agency available-for-sale securities at June 30, 2010:

		Principal/ Current Face				Net (Discount)/ Premium				Amortized Cost				Unrealized Gain				Unrealized Loss				Carrying Value				Weighted Average Coupon Rate				Weighted Average Purchase Price
Principal and interest securities
Fixed		$	305,385,785			$	19,402,912			$	324,788,697			$	4,639,763			$	(84,753	)		$	329,343,707				5.52	%		$	106.49
Hybrid/ARM			279,539,902				13,337,399				292,877,301				1,578,676				(51,900	)			294,404,077				4.21	%		$	104.89
Total P&I Securities		$	584,925,687			$	32,740,311			$	617,665,998			$	6,218,439			$	(136,653	)		$	623,747,784				4.90	%		$	105.74
Interest-only securities
Fixed			122,047,205				(109,163,791	)			12,883,414				74,389				(2,706,631	)			10,251,172				5.57	%		$	12.13
Hybrid/ARM			64,406,704				(60,795,648	)			3,611,056				162,772				—				3,773,828				1.06	%		$	5.64
Total		$	771,379,596			$	(137,219,128	)		$	634,160,468			$	6,455,600			$	(2,843,284	)		$	637,772,784

Our three-month average constant prepayment rate, or CPR, experienced by Agency RMBS principal and interest securities owned by us as of June 30, 2010, on an annualized basis, was 12.5%.

The following table summarizes months to re-set characteristics for our floating or adjustable rate Agency RMBS mortgage portfolio at June 30, 2010:

		Carrying Value
0 – 12 months		$	238,372,354
13 – 36 months			18,328,421
37 – 60 months			11,966,588
Greater than 60 months			29,510,541
Total		$	298,177,904

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Non-Agency RMBS

Our non-Agency RMBS portfolio is comprised of senior and mezzanine tranches of mortgage-backed securities. The following table provides investment information on our non-Agency RMBS as of June 30, 2010:

		Principal/ Current Face				Accretable Purchase Discount				Credit Reserve Purchase Discount				Amortized Cost				Unrealized Gain				Unrealized Loss				Carrying Value
Senior		$	300,550,948			$	(65,359,645	)		$	(75,614,191	)		$	159,577,112			$	2,372,458			$	(4,540,310	)		$	157,409,260
Mezzanine			81,109,003				(22,923,610	)			(21,010,060	)			37,175,333				1,809,455				(1,719,377	)			37,265,411
Total		$	381,659,951			$	(88,283,255	)		$	(96,624,251	)		$	196,752,445			$	4,181,913			$	(6,259,687	)		$	194,674,671

The following tables present certain information detailed by investment type and their respective underlying loan characteristics for our senior and mezzanine non-Agency RMBS, excluding our non-Agency interest-only portfolio, at June 30, 2010:

		Non-Agency Principal and Interest (P&I) RMBS Characteristics
		Senior Bonds				Mezzanine Bonds				Total P&I Bonds
Carrying Value		$	157,015,785			$	37,265,411			$	194,281,196
% of Non-Agency Portfolio			80.8	%			19.2	%			100.0	%
Average Price		$	61.01			$	51.74			$	59.23
Average Coupon			3.4	%			1.7	%			3.1	%
Average Fixed Coupon			5.6	%			5.9	%			5.6	%
Average Floating Coupon			1.9	%			0.9	%			1.6	%
Average Hybrid Coupon			4.6	%			5.5	%			4.8	%
Collateral Attributes
Avg Loan Age (months)			53				59				55
Avg Original Loan-to-Value			76	%			75	%			76	%
Avg Original FICO(1)			673				685				675
Current Performance
60+ day delinquencies			35	%			33	%			35	%
Average Credit Enhancement(2)			18	%			24	%			19	%
3-Month CPR(3)			12.7	%			13.8	%			12.9	%