A theoretical model has been developed to analyze the output polarization state of a total internal reflection-based retroreflector as a function of pitch and yaw motions. There are six different beam paths in the retroreflector, and thus output polarization states, for a given pitch or yaw misalignment. This polarization model discusses the electric field changes of the laser beam based on Fresnel equations for phase and polarization change on reflection. Jones matrices are computed based on Snell’s law, Fresnel equations, the solid geometry, and coordinate transformations to obtain a Jones matrix model of the retroreflector for a given misalignment. Modeling results show that there is always a rotation to the input beam’s polarization and there are specific input regions that are not sensitive to pitch motions but are sensitive to yaw motions. Validation of the model is also presented, using both theoretical and experimental results published by Kalibjian in 2004.