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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 9, 2023
ORION OFFICE REIT INC.
(Exact name of Registrant as specified in its charter)
Maryland001-4087387-1656425
(State or Other Jurisdiction of Incorporation or Organization       (Commission File Number)(I.R.S. Employer Identification No.)
2398 E. Camelback Road, Suite 1060
Phoenix,AZ85016
(Address of principal executive offices, including zip code)
(602)698-1002
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class:Trading symbol(s):Name of each exchange on which registered:
Common Stock $0.001 par value per shareONLNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨


Item 2.02. Results of Operations and Financial Condition.
On November 9, 2023, Orion Office REIT Inc. furnished the following documents: (i) a press release relating to its third quarter 2023 results, attached hereto as Exhibit 99.1; and (ii) supplemental information for the quarter ended September 30, 2023, attached hereto as Exhibit 99.2. The information set forth in this Item 2.02 and in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 
99.2 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORION OFFICE REIT INC.
By:/s/ Gavin B. Brandon
Name:Gavin B. Brandon
Title:Chief Financial Officer, Executive Vice President and Treasurer

Date: November 9, 2023






imagea.jpg
Exhibit 99.1






FOR IMMEDIATE RELEASE

Orion Office REIT Inc. Announces Third Quarter 2023 Results

- Entered into 10-Year Lease Renewal for a 90,000 Square Foot Property Subsequent to Quarter End -
- Sold Three Properties for $15.4 million and Agreements in Place to Sell Nine Properties for $46.6 million -
- Declares Dividend of $0.10 Per Share for Fourth Quarter -
- Updated 2023 Outlook -

Phoenix, AZ, November 9, 2023 -- Orion Office REIT Inc. (NYSE: ONL) (“Orion” or the “Company”), a fully-integrated real estate investment trust focused on the ownership, acquisition and management of single-tenant net lease office properties located across the U.S., announced today its operating results for the third quarter ended September 30, 2023.
Paul McDowell, Orion’s Chief Executive Officer commented, “Our progress executing on our business strategy continues to evolve. During the quarter ended September 30, 2023 and shortly thereafter, we closed on three non-core property sales and have definitive agreements to dispose of an additional nine properties that will contribute to our ongoing efforts to control carrying costs and reshape the portfolio. Subsequent to quarter end, we executed on an early lease renewal and we continue to have a growing long-term leasing pipeline. With a low levered balance sheet and no expected debt maturities until 2026, we believe we have strong financial flexibility to continue delivering on our plans to transform the portfolio over time to unlock value for shareholders.”
Third Quarter 2023 Financial and Operating Highlights
•Total Revenues of $49.1 million
•Net Loss Attributable to Common Stockholders of $(16.5) million, or $(0.29) per share
•Funds from Operations (“FFO”) of $22.3 million, or $0.39 per share
•Core FFO of $24.1 million, or $0.43 per share
•EBITDA of $18.9 million, EBITDAre of $30.3 million and Adjusted EBITDA of $30.0 million
•Net Debt to Annualized Adjusted EBITDA of 4.09x
Financial Results
During the quarter ended September 30, 2023, the Company generated total revenues of $49.1 million, as compared to $51.8 million in the same quarter of 2022. The Company’s net loss attributable to common stockholders was $(16.5) million, or $(0.29) per share, during the third quarter of 2023, as compared to $(53.0) million, or $(0.94) per share, reported in the same quarter of 2022. Core FFO for the third quarter of 2023 was $24.1 million, or $0.43 per share, as compared to $25.6 million, or $0.45 per share in the same quarter of 2022.
Leasing and Disposition Activity
Although the Company did not enter any new leases or lease renewals during the quarter ended September 30, 2023, during October, the Company entered into a 10.0-year early lease renewal for approximately 90,000 square feet at its property in Memphis, Tennessee, where the Investment-Grade tenant’s lease term will now run until December 31, 2034. Also during October, the Company entered into a new 10.0-year lease for 3,000 square feet of retail space at its property in Covington, Kentucky leased primarily to the United States Government.
During the quarter ended September 30, 2023 and shortly thereafter, the Company closed on three dispositions, representing a total of 452,000 square feet, for an aggregate sales price of approximately $15.4 million. The Company also has agreements currently in place to sell nine additional properties, representing 779,000 square feet, for an aggregate gross sales price of $46.6 million, including the six property former Walgreens campus in Deerfield, IL.
Real Estate Portfolio
As of September 30, 2023, the Company’s real estate portfolio consisted of 79 properties as well as a 20% ownership interest in the Arch Street Joint Venture, the Company’s Unconsolidated Joint Venture with an affiliate of Arch Street
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Capital Partners, LLC, comprising six properties. As of September 30, 2023, the Company’s Occupancy Rate was 80.5%, with 72.0% of Annualized Base Rent derived from Investment-Grade Tenants, and the portfolio’s Weighted Average Remaining Lease Term was 3.9 years. Adjusted for properties that have been sold following quarter end or are currently under agreement to be sold, the Company’s Occupancy Rate was 88.7% as of September 30, 2023.
As of September 30, 2023, the Unconsolidated Joint Venture owned six real estate assets for total Gross Real Estate Investments of approximately $227.7 million. The Company is continuing to review a number of potential property acquisitions for its real estate portfolio.
Balance Sheet and Liquidity
As of September 30, 2023, the Company has total debt of $557.3 million, comprised of $175.0 million under the Company’s $425.0 million-capacity credit facility revolver, $355.0 million under the Company’s securitized mortgage loan (the “CMBS Loan”) and $27.3 million which represents the Company’s pro rata share of indebtedness of the Unconsolidated Joint Venture.
As of September 30, 2023, the Company had $316.2 million of liquidity, comprised of $33.0 million cash and cash equivalents, including the Company’s pro rata share of cash from the Unconsolidated Joint Venture, as well as $33.2 million of restricted cash deposited with the credit facility lenders and $250.0 million of available capacity on the Company’s $425.0 million-capacity revolving credit facility.
Dividend
On November 9, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per share for the fourth quarter of 2023, payable on January 16, 2024, to stockholders of record as of December 29, 2023.
Share Repurchase Activity
During the quarter ended September 30, 2023, the Company repurchased $5.0 million or 0.9 million shares of common stock at a weighted average price of $5.46 per share as part of the Company’s previously announced $50.0 million share repurchase program.
2023 Outlook
The Company is updating its 2023 Core FFO and Net Debt to Adjusted EBITDA guidance ranges to reflect solid performance for the first nine months of 2023 and greater certainty in its estimates for the remainder of the year. The Company’s Core FFO is now expected to range from $1.65 to $1.68 per share, up from $1.59 to $1.63 per share last quarter. The Company’s Net Debt to Adjusted EBITDA is now expected to range from 4.0x to 4.7x, down from 4.3x to 5.0x. The Company’s 2023 General and Administrative Expenses guidance range of $18.25 million to $18.75 million is unchanged from last quarter.
Webcast and Conference Call Information
Orion will host a webcast and conference call to review its financial results at 10:00 a.m. ET on Friday, November 10, 2023. The webcast and call will be hosted by Paul McDowell, Chief Executive Officer and President, and Gavin Brandon, Chief Financial Officer, Executive Vice President and Treasurer. To participate, the webcast may be accessed live by visiting the “Investors” section of Orion’s website at onlreit.com/investors. To join the conference call, callers from the United States and Canada should dial 1-877-407-3982, and international callers should dial 1-201-493-6780, ten minutes prior to the scheduled call time.
Replay Information
A replay of the webcast may be accessed by visiting the “Investors” section of Orion’s website at onlreit.com/investors. The conference call replay will be available after 1:00 p.m. ET on Friday, November 10, 2023 through 11:59 a.m. ET on Friday, November 24, 2023. To access the replay, callers may dial 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and use passcode, 13738939.
Non-GAAP Financial Measures
To supplement the presentation of the Company’s financial results prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), this press release and the accompanying quarterly supplemental information as of and for the quarter ended September 30, 2023 contain certain financial measures that are not prepared in accordance with GAAP, including Funds from Operations (“FFO”), Core Funds from Operations (“Core FFO”), Funds Available for Distribution (“FAD”), Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), and Adjusted EBITDA. Please see the attachments to this press release for how Orion defines these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP measure.
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About Orion Office REIT Inc.
Orion Office REIT Inc. is an internally-managed real estate investment trust engaged in the ownership, acquisition and management of a diversified portfolio of mission-critical and headquarters office buildings located in high-quality suburban markets across the U.S. and leased primarily on a single-tenant net lease basis to creditworthy tenants. The Company was founded on July 1, 2021, spun-off from Realty Income (NYSE: O) on November 12, 2021 and began trading on the New York Stock Exchange on November 15, 2021. The Company is headquartered in Phoenix, Arizona and has an office in New York, New York. For additional information on the Company and its properties, please visit onlreit.com.
Investor Relations:
Email: investors@onlreit.com
Phone: 602-675-0338

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About the Data
This data and other information described herein are as of and for the three and nine months ended September 30, 2023, unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with the consolidated and combined financial statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations sections contained in Orion Office REIT Inc.'s (the "Company," "Orion," "us," "our" and "we") Quarterly Reports on Form 10-Q for the periods ended September 30, 2023, June 30, 2023 and March 31, 2023 and Annual Report on Form 10-K for the year ended December 31, 2022.

Definitions
Annualized Base Rent is the monthly aggregate cash amount charged to tenants under our leases (including monthly base rent receivables and certain fixed contractually obligated reimbursements by our tenants), as of the final date of the applicable period, multiplied by 12, including the Company's pro rata share of such amounts related to the Unconsolidated Joint Venture. Annualized Base Rent is not indicative of future performance.
CPI refers to a lease in which base rent is adjusted based on changes in a consumer price index.
Credit Rating of a tenant refers to the Standard & Poor's or Moody's credit rating and such rating also may reflect the rating assigned by Standard & Poor's or Moody's to the lease guarantor or the parent company as applicable.
Double Net Lease ("NN") is a lease under which the tenant agrees to pay all operating expenses associated with the property (e.g., real estate taxes, insurance, maintenance), but excludes some or all major repairs (e.g., roof, structure, parking lot, in each case, as further defined in the applicable lease).
Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre") and Adjusted EBITDA
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. ("Nareit"), an industry trade group, has promulgated a supplemental performance measure known as Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate. Nareit defines EBITDAre as net income or loss computed in accordance with GAAP, adjusted for interest expense, income tax expense (benefit), depreciation and amortization, impairment write-downs on real estate, gains or losses from disposition of property and our pro rata share of EBITDAre adjustments related to the Unconsolidated Joint Venture. We calculated EBITDAre in accordance with Nareit's definition described above.
In addition to EBITDAre, we use Adjusted EBITDA as a non-GAAP supplemental performance measure to evaluate the operating performance of the Company. Adjusted EBITDA, as defined by the Company, represents EBITDAre, modified to exclude non-routine items such as transaction related expenses and spin related expenses. We also exclude certain non-cash items such as impairments of intangible and right of use assets, gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt, amortization of intangibles, above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities and our pro rata share of Adjusted EBITDA adjustments related to the Unconsolidated Joint Venture. Management believes that excluding these costs from EBITDAre provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. Therefore, EBITDAre and Adjusted EBITDA should not be considered as an alternative to net income, as computed in accordance with GAAP. The Company uses Adjusted EBITDA as one measure of its operating performance when formulating corporate goals and evaluating the effectiveness of the Company's strategies. EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
Enterprise Value equals the sum of the Implied Equity Market Capitalization and Net Debt, in each case, as of an applicable date.
Fixed Charge Coverage Ratio is (a) Adjusted EBITDA divided by (b) the sum of (i) Interest Expense, excluding non-cash amortization and (ii) secured debt principal amortization on Adjusted Principal Outstanding. Management believes that Fixed Charge Coverage Ratio is a useful supplemental measure of our ability to satisfy fixed financing obligations.
Fixed Dollar or Percent Increase refers to a lease that requires contractual rent increases during the term of the lease agreement. A Fixed Dollar or Percent Increase lease may include a period of free rent at the beginning or end of the lease.
Flat refers to a lease that requires equal rent payments, with no contractual increases, throughout the term of the lease agreement. A Flat lease may include a period of free rent at the beginning or end of the lease.
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Funds Available for Distribution ("FAD")
Funds available for distribution, as defined by the Company, represents Core FFO, as defined below, modified to exclude capital expenditures and leasing costs, as well as certain non-cash items such as amortization of above market leases, net of amortization of below market lease liabilities, straight-line rental revenue, amortization of the Unconsolidated Joint Venture basis difference and our pro rata share of FAD adjustments related to the Unconsolidated Joint Venture. Management believes that adjusting these items from Core FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management and provides useful information regarding the Company's ability to fund its dividend.
However, not all REITs calculate FAD and those that do may not calculate FAD the same way, so comparisons with other REITs may not be meaningful. FAD should not be considered as an alternative to net income (loss) or cash flow provided by (used in) operating activities as determined under GAAP.
Nareit Funds from Operations ("Nareit FFO" or "FFO") and Core Funds from Operations ("Core FFO")
Due to certain unique operating characteristics of real estate companies, as discussed below, Nareit has promulgated a supplemental performance measure known as FFO, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. FFO is not equivalent to our net income or loss as determined under GAAP.
Nareit defines FFO as net income or loss computed in accordance with GAAP adjusted for gains or losses from disposition of real estate assets, depreciation and amortization of real estate assets, impairment write-downs on real estate, and our pro rata share of FFO adjustments related to the Unconsolidated Joint Venture. We calculate FFO in accordance with Nareit's definition described above.
In addition to FFO, we use Core FFO as a non-GAAP supplemental financial performance measure to evaluate the operating performance of the Company. Core FFO, as defined by the Company, excludes from FFO items that we believe do not reflect the ongoing operating performance of our business such as transaction related expenses, spin related expenses, amortization of deferred lease incentives, amortization of deferred financing costs, equity-based compensation, amortization of premiums and discounts on debt, net and gains or losses on extinguishment of swaps and/or debt, and our pro rata share of Core FFO adjustments related to the Unconsolidated Joint Venture.
We believe that FFO and Core FFO allow for a comparison of the performance of our operations with other publicly-traded REITs, as FFO and Core FFO, or an equivalent measure, are routinely reported by publicly-traded REITs, each adjust for items that we believe do not reflect the ongoing operating performance of our business and we believe are often used by analysts and investors for comparison purposes.
For all of these reasons, we believe FFO and Core FFO, in addition to net income (loss), as defined by GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of the Company over time. However, not all REITs calculate FFO and Core FFO the same way, so comparisons with other REITs may not be meaningful. FFO and Core FFO should not be considered as alternatives to net income (loss) and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, Nareit, nor any other regulatory body has evaluated the acceptability of the exclusions used to adjust FFO in order to calculate Core FFO and its use as a non-GAAP financial performance measure.
GAAP is an abbreviation for generally accepted accounting principles in the United States.
Gross Lease is a lease under which the landlord is responsible for all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs).
Gross Real Estate Investments represent total gross real estate and related assets of Operating Properties and the Company's pro rata share of such amounts related to properties owned by the Unconsolidated Joint Venture, net of gross intangible lease liabilities. Gross Real Estate Investments should not be considered as an alternative to the Company's real estate investments balance as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.
GSA CPI refers to a General Services Administration ("GSA") lease that includes a contractually obligated operating cost component of rent which is adjusted annually based on changes in a consumer price index.
Implied Equity Market Capitalization equals shares of common stock outstanding as of an applicable date, multiplied by the closing sale price of the Company's stock as reported on the New York Stock Exchange on such date.
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Industry is derived from the Global Industry Classification Standard ("GICS") Methodology that was developed by Morgan Stanley Capital International ("MSCI") in collaboration with S&P Dow Jones Indices to establish a global, accurate, complete and widely accepted approach to defining industries and classifying securities by industry.
Interest Coverage Ratio equals Adjusted EBITDA divided by Interest Expense, excluding non-cash amortization. Management believes that Interest Coverage Ratio is a useful supplemental measure of our ability to service our debt obligations.
Interest Expense, excluding non-cash amortization is a non-GAAP measure that represents interest expense incurred on the outstanding principal balance of our debt and the Company's pro rata share of the Unconsolidated Joint Venture's interest expense incurred on its outstanding principal balance. This measure excludes the amortization of deferred financing costs, premiums and discounts, which is included in interest expense in accordance with GAAP. Interest Expense, excluding non-cash amortization should not be considered as an alternative to the Company's interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company's financial information prepared in accordance with GAAP.
Investment-Grade Tenants are those with a Credit Rating of BBB- or higher from Standard & Poor’s or a Credit Rating of Baa3 or higher from Moody’s. The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable.
Leased Square Feet is Rentable Square Feet leased and includes such amounts related to the Unconsolidated Joint Venture.
Modified Gross Lease is a lease under which the landlord is responsible for most expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs), but passes through some operating expenses to the tenant.
Month-to-Month refers to a lease that is outside of the contractual lease expiration, but the tenant has not vacated and continues to pay rent which may also include holdover rent if applicable.
Net Debt, Principal Outstanding and Adjusted Principal Outstanding 
Principal Outstanding is a non-GAAP measure that represents the Company's outstanding principal debt balance, excluding certain GAAP adjustments, such as premiums and discounts, financing and issuance costs, and related accumulated amortization. Adjusted Principal Outstanding includes the Company's pro rata share of the Unconsolidated Joint Venture's outstanding principal debt balance. We believe that the presentation of Principal Outstanding and Adjusted Principal Outstanding, which show our contractual debt obligations, provides useful information to investors to assess our overall financial flexibility, capital structure and leverage. Principal Outstanding and Adjusted Principal Outstanding should not be considered as alternatives to the Company's consolidated debt balance as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.
Net Debt is a non-GAAP measure used to show the Company's Adjusted Principal Outstanding, less all cash and cash equivalents and the Company's pro rata share of the Unconsolidated Joint Venture's cash and cash equivalents, and less cash deposited with the credit facility lenders that will, in accordance with the terms of the credit facility revolver, be used to prepay borrowings upon expiration or termination of the Company’s interest rate swap agreements. We believe that the presentation of Net Debt provides useful information to investors because our management reviews Net Debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage.
Net Debt Leverage Ratio equals Net Debt divided by Gross Real Estate Investments.
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Net Operating Income ("NOI") and Cash NOI
NOI is a non-GAAP performance measure used to evaluate the operating performance of a real estate company. NOI represents total revenues less property operating expenses and excludes fee revenue earned for services to the Unconsolidated Joint Venture, impairment, depreciation and amortization, general and administrative expenses, transaction related expenses and spin related expenses. Cash NOI excludes the impact of certain GAAP adjustments included in rental revenue, such as straight-line rent adjustments, amortization of above-market intangible lease assets and below-market lease intangible liabilities, and amortization of deferred lease incentives. Cash NOI includes the pro rata share of such amounts from properties owned by the Unconsolidated Joint Venture. It is management's view that NOI and Cash NOI provide investors relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. NOI and Cash NOI should not be considered as an alternative to operating income in accordance with GAAP. Further, NOI and Cash NOI may not be comparable to similarly titled measures of other companies.
Occupancy Rate equals the sum of Leased Square Feet divided by Rentable Square Feet and includes the Company's pro rata share of such amounts related to the Unconsolidated Joint Venture, in each case, as of an applicable date.
Operating Properties refers to all properties owned and consolidated by the Company as of the applicable date.
Property Operating Expense includes reimbursable and non-reimbursable costs to operate a property, including real estate taxes, utilities, insurance, repairs, maintenance, legal, property management fees, etc.
Rentable Square Feet is leasable square feet of Operating Properties and the Company's pro rata share of leasable square feet of properties owned by the Unconsolidated Joint Venture.
Triple Net Lease ("NNN") is a lease under which the tenant agrees to pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs in accordance with the lease terms).
Unconsolidated Joint Venture means the Company's investment in the unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC.
Unencumbered Asset Ratio equals Unencumbered Gross Real Estate Investments divided by Gross Real Estate Investments. Management believes that Unencumbered Asset Ratio is a useful supplemental measure of our overall liquidity and leverage.
Unencumbered Gross Real Estate Investments equals Gross Real Estate Investments, excluding Gross Real Estate Investments related to properties serving as collateral for the Company's CMBS Loan and the Company's pro rata share of properties owned by the Unconsolidated Joint Venture that are pledged as collateral under mortgage debt. Unencumbered Gross Real Estate Investments includes otherwise unencumbered properties which are part of the unencumbered property pool under our credit facility and therefore generally are not available to simultaneously serve as collateral under other borrowings.
Weighted Average Remaining Lease Term is the number of years remaining on each respective lease as of the applicable date, weighted based on Annualized Base Rent and includes the years remaining on each of the respective leases of the Unconsolidated Joint Venture, weighted based on the Company's pro rata share of Annualized Base Rent related to the Unconsolidated Joint Venture.
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Forward-Looking Statements
Information set forth in this press release includes “forward-looking statements” which reflect the Company's expectations and projections regarding future events and plans, future financial condition, results of operations, liquidity and business, including leasing and occupancy, acquisitions, dispositions, rent receipts, expected borrowings and financing costs and the payment of future dividends. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," "guidance," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available to the Company and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company's control, that could cause actual events and plans or could cause the Company's business, 2023 financial outlook, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. Further, information regarding historical rent collections should not serve as an indication of future rent collections.
The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements:
•the risk of rising interest rates, including that our borrowing costs may increase and we may be unable to refinance our debt obligations on favorable terms and in a timely manner, or at all;
•the risk of inflation, including that our operating costs, such as insurance premiums, utilities, real estate taxes, capital expenditures and repair and maintenance costs, may rise;
•conditions associated with the global market, including an oversupply of office space, tenant credit risk and general economic conditions and geopolitical conditions;
•the extent to which changes in workplace practices and office space utilization, including remote work arrangements, will continue and the impact that may have on demand for office space at our properties;
•our ability to acquire new properties and sell non-core assets on favorable terms and in a timely manner, or at all;
•our ability to comply with the terms of our credit agreements or to meet the debt obligations on our properties, including our ability to satisfy the conditions to extend our credit facility revolver;
•our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms and in a timely manner, or at all;
•changes in the real estate industry and in performance of the financial markets and interest rates and our ability to effectively hedge against interest rate changes;
•the risk of tenants defaulting on their lease obligations, which is heightened due to our focus on single tenant properties;
•our ability to renew leases with existing tenants or re-let vacant space to new tenants on favorable terms and in a timely manner, or at all;
•the cost of rent concessions, tenant improvement allowances and leasing commissions;
•the potential for termination of existing leases pursuant to tenant termination rights;
•the amount, growth and relative inelasticity of our expenses;
•risks associated with the ownership and development of real property;
•risks accompanying the management of OAP/VER Venture, LLC (the “Arch Street Joint Venture”), our unconsolidated joint venture, in which we hold a non-controlling ownership interest;
•our ability to close pending real estate transactions, which may be subject to conditions that are outside of our control;
•our ability to accurately forecast the payment of future dividends on our common stock, and the amount of such dividend;
•risks associated with acquisitions, including the risk that we may not be in a position, or have the opportunity in the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions will fail to perform as expected;
•risks associated with the fact that we have a limited operating history and our future performance is difficult to predict;
•our properties may be subject to impairment charges;
•risks resulting from losses in excess of insured limits or uninsured losses;
•risks associated with the potential volatility of our common stock; and
•the risk that we may fail to maintain our qualification as a REIT.
Additional factors that may affect future results are contained in the Company's filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.
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ORION OFFICE REIT INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)

(Unaudited)
September 30, 2023December 31, 2022
Assets
Real estate investments, at cost:
Land$227,203 $238,225 
Buildings, fixtures and improvements1,106,383 1,128,400 
Total real estate investments, at cost1,333,586 1,366,625 
Less: accumulated depreciation156,904 133,379 
Total real estate investments, net1,176,682 1,233,246 
Accounts receivable, net26,911 21,641 
Intangible lease assets, net144,304 202,832 
Cash and cash equivalents32,286 20,638 
Real estate assets held for sale, net3,818 2,502 
Other assets, net 120,390 90,214 
Total assets$1,504,391 $1,571,073 
Liabilities and Equity
Mortgages payable, net$352,683 $352,167 
Credit facility term loan, net— 173,815 
Credit facility revolver175,000 — 
Accounts payable and accrued expenses30,570 26,161 
Below-market lease liabilities, net9,481 14,068 
Distributions payable5,578 5,664 
Other liabilities, net21,811 23,340 
Total liabilities595,123 595,215 
Common stock56 57 
Additional paid-in capital1,143,825 1,147,014 
Accumulated other comprehensive income986 6,308 
Accumulated deficit(237,026)(178,910)
Total stockholders' equity907,841 974,469 
Non-controlling interest1,427 1,389 
Total equity909,268 975,858 
Total liabilities and equity$1,504,391 $1,571,073 
9

ORION OFFICE REIT INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data) (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues:
Rental$48,876 $51,580 $150,690 $157,256 
Fee income from unconsolidated joint venture200 189 600 568 
Total revenues49,076 51,769 151,290 157,824 
Operating expenses:
Property operating15,506 15,303 46,337 45,773 
General and administrative 4,367 4,672 13,241 11,480 
Depreciation and amortization27,013 32,693 83,056 100,874 
Impairments11,403 44,801 26,976 54,161 
Transaction related101 194 356 398 
Spin related— — — 964 
Total operating expenses58,390 97,663 169,966 213,650 
Other (expenses) income:
Interest expense, net(7,380)(7,904)(21,741)(22,618)
Gain on disposition of real estate assets18 1,059 18 1,059 
Loss on extinguishment of debt, net— — (504)(468)
Other income, net437 31 638 118 
Equity in loss of unconsolidated joint venture, net(108)(157)(326)(252)
Total other (expenses) income, net(7,033)(6,971)(21,915)(22,161)
Loss before taxes(16,347)(52,865)(40,591)(77,987)
Provision for income taxes(160)(164)(505)(494)
Net loss(16,507)(53,029)(41,096)(78,481)
Net income attributable to non-controlling interest(12)(18)(38)(43)
Net loss attributable to common stockholders$(16,519)$(53,047)$(41,134)$(78,524)
Weighted-average shares outstanding - basic and diluted56,543 56,635 56,621 56,630 
Basic and diluted net loss per share attributable to common stockholders$(0.29)$(0.94)$(0.73)$(1.39)


10

ORION OFFICE REIT INC.
FFO, CORE FFO and FAD
(In thousands, except for per share data) (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net loss attributable to common stockholders$(16,519)$(53,047)$(41,134)$(78,524)
Adjustments:
Depreciation and amortization of real estate assets26,988 32,674 82,982 100,822 
Gain on disposition of real estate assets(18)(1,059)(18)(1,059)
Impairment of real estate11,403 44,801 26,976 54,161 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable463 460 1,388 1,382 
FFO attributable to common stockholders$22,317 $23,829 $70,194 $76,782 
Transaction related101 194 356 398 
Spin related— — — 964 
Amortization of deferred financing costs933 1,067 3,041 3,295 
Amortization of deferred lease incentives, net(14)36 187 36 
Equity-based compensation687 444 1,902 1,153 
Loss on extinguishment of debt, net— — 504 468 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable29 28 87 149 
Core FFO attributable to common stockholders$24,053 $25,598 $76,271 $83,245 
Amortization of above and below market leases, net(346)(312)(835)(947)
Straight-line rental revenue(1,369)(699)(6,328)(2,142)
Unconsolidated Joint Venture basis difference amortization113 258 360 775 
Capital expenditures and leasing costs(8,359)(3,730)(13,869)(8,512)
Other adjustments, net66 63 271 189 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable(40)(59)(121)(176)
FAD attributable to common stockholders$14,118 $21,119 $55,749 $72,432 
Weighted-average shares outstanding - basic56,543 56,635 56,621 56,630 
Effect of weighted-average dilutive securities (1)
26 — 4 — 
Weighted-average shares outstanding - diluted56,569 56,635 56,625 56,630 
FFO attributable to common stockholders per diluted share$0.39 $0.42 $1.24 $1.36 
Core FFO attributable to common stockholders per diluted share$0.43 $0.45 $1.35 $1.47 
FAD attributable to common stockholders per diluted share$0.25 $0.37 $0.98 $1.28 
____________________________________
(1)Dilutive securities include unvested restricted stock units net of assumed repurchases in accordance with the treasury stock method and exclude performance-based restricted stock units for which the performance thresholds have not been met by the end of the applicable reporting period. Such dilutive securities are not included when calculating net loss per diluted share applicable to the Company for the three and nine months ended September 30, 2023 and 2022, as the effect would be antidilutive.

11

ORION OFFICE REIT INC.
EBITDA, EBITDAre AND ADJUSTED EBITDA
(In thousands) (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
 Net loss attributable to common stockholders$(16,519)$(53,047)$(41,134)$(78,524)
 Adjustments:
Interest expense7,380 7,904 21,741 22,618 
Depreciation and amortization 27,013 32,693 83,056 100,874 
Provision for income taxes160 164 505 494 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable864 782 2,579 2,097 
 EBITDA$18,898 $(11,504)$66,747 $47,559 
Gain on disposition of real estate assets(18)(1,059)(18)(1,059)
Impairment of real estate11,403 44,801 26,976 54,161 
EBITDAre$30,283 $32,238 $93,705 $100,661 
Transaction related101 194 356 398 
Spin related— — — 964 
Amortization of above and below market leases, net(346)(312)(835)(947)
Amortization of deferred lease incentives, net(14)36 187 36 
Loss on extinguishment and forgiveness of debt, net— — 504 468 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable(7)(7)(22)(22)
Adjusted EBITDA$30,017 $32,149 $93,895 $101,558 

12

ORION OFFICE REIT INC.
FINANCIAL AND OPERATIONS STATISTICS AND RATIOS
(Dollars in thousands) (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Interest expense - as reported$7,380 $7,904 $21,741 $22,618 
Adjustments:
Amortization of deferred financing costs and other non-cash charges(933)(1,067)(3,041)(3,295)
Proportionate share of Unconsolidated Joint Venture Interest Expense, excluding non-cash amortization
371 294 1,100 565 
Interest Expense, excluding non-cash amortization$6,818 $7,131 $19,800 $19,888 

Three Months Ended September 30,Nine Months Ended September 30,
Interest Coverage Ratio2023202220232022
Interest Expense, excluding non-cash amortization (1)
$6,818$7,131$19,800$19,888
Adjusted EBITDA (2)
30,01732,14993,895101,558
Interest Coverage Ratio4.40x4.51x4.74x5.11x
Fixed Charge Coverage Ratio
Interest Expense, excluding non-cash amortization (1)
$6,818$7,131$19,800$19,888
Secured debt principal amortization————
Total fixed charges6,8187,13119,80019,888
Adjusted EBITDA (2)
30,01732,14993,895101,558
Fixed Charge Coverage Ratio4.40x4.51x4.74x5.11x
____________________________________
(1)Refer to the Statement of Operations for interest expense calculated in accordance with GAAP and to the Supplemental Information Package for the required reconciliation to the most directly comparable GAAP financial measure.
(2)Refer to the Statement of Operations for net income calculated in accordance with GAAP and to the EBITDAre and Adjusted EBITDA table in the Supplemental Information Package for the required reconciliation to the most directly comparable GAAP financial measure.


Net DebtSeptember 30, 2023December 31, 2022
Mortgages payable, net$352,683 $352,167 
Credit facility term loan, net— 173,815 
Credit facility revolver175,000 — 
Total debt - as reported527,683 525,982 
Deferred financing costs, net2,317 4,018 
Principal Outstanding530,000 530,000 
Proportionate share of Unconsolidated Joint Venture Principal Outstanding
27,332 27,332 
Adjusted Principal Outstanding557,332 557,332 
Cash and cash equivalents(32,286)(20,638)
Restricted cash deposited with credit facility lenders(33,198)— 
Proportionate share of Unconsolidated Joint Venture cash and cash equivalents
(708)(572)
Net Debt$491,140 $536,122 
13

ORION OFFICE REIT INC.
FINANCIAL AND OPERATIONS STATISTICS AND RATIOS
(Dollars in thousands) (Unaudited)
September 30, 2023December 31, 2022
Total real estate investments, at cost - as reported$1,333,586 $1,366,625 
Adjustments:
Gross intangible lease assets346,643 360,690 
Gross intangible lease liabilities(31,250)(31,317)
Gross assets held for sale3,860 2,544 
Proportionate share of Unconsolidated Joint Venture Gross Real Estate Investments
45,548 45,427 
Gross Real Estate Investments$1,698,387 $1,743,969 


September 30, 2023December 31, 2022
Net Debt Ratios
Net Debt (1)
$491,140$536,122
Adjusted EBITDA (2)
120,068132,210
Net Debt to Adjusted EBITDA Ratio (2)
4.09x4.06x
Net Debt (1)
$491,140$536,122
Gross Real Estate Investments (1)
1,698,3871,743,969
Net Debt Leverage Ratio28.9 %30.7 %
Unencumbered Assets/Real Estate Assets
Unencumbered Gross Real Estate Investments$1,092,464$1,141,035
Gross Real Estate Investments (1)
1,698,3871,743,969
Unencumbered Asset Ratio64.3 %65.4 %
____________________________________
(1)Refer to the Balance Sheets for total debt and real estate investments, at cost calculated in accordance with GAAP and to the table above for the required reconciliation to the most directly comparable GAAP financial measure.
(2)Adjusted EBITDA for the quarter ended September 30, 2023 has been annualized for the purpose of this calculation.
14

ORION OFFICE REIT INC.
CORE FUNDS FROM OPERATIONS PER DILUTED SHARE - 2023 GUIDANCE
(Unaudited)

The Company expects its 2023 Core FFO per diluted share to be in a range between $1.65 and $1.68. This guidance assumes:
• General & Administrative Expenses: $18.25 million to $18.75 million
• Net Debt to Adjusted EBITDA: 4.0x to 4.7x

The estimated net income per diluted share is not a projection and is provided solely to satisfy the disclosure requirements of the U.S. Securities and Exchange Commission.
The Company does not provide a reconciliation of Net Debt to Adjusted EBITDA guidance to the most directly comparable GAAP measure, due to the inherent difficulty and uncertainty in quantifying certain adjustments principally related to the Company’s investment in the unconsolidated joint venture.
LowHigh
Diluted net loss per share attributable to common stockholders$(0.47)$(0.44)
Depreciation and amortization of real estate assets
1.95 1.95 
Proportionate share of adjustments for Unconsolidated Joint Venture0.03 0.03 
FFO attributable to common stockholders per diluted share1.51 1.54 
Adjustments (1)
0.14 0.14 
Core FFO attributable to common stockholders per diluted share$1.65 $1.68 
____________________________________
(1)Includes transaction related expenses, amortization of deferred lease incentives, amortization of deferred financing costs, equity-based compensation, and our proportionate share of such adjustments for the Unconsolidated Joint Venture.

15
Exhibit 99.2                                                
orion_supplemental-coverx2.jpg


Q3 2023 SUPPLEMENTAL INFORMATION
Orion Supplemental Information
September 30, 2023

SectionPage
About the Data
Forward-Looking Statements
Company Overview
Balance Sheets
Statements of Operations
Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD)
EBITDA, EBITDAre and Adjusted EBITDA
Capital Structure
Debt Detail
Ratio Analysis
Credit Facility Revolver Covenants
Net Operating Income (NOI) and Cash NOI
Leasing Activity
Vacant Property Operating Expenses
Dispositions
Diversification Statistics: Real Estate Portfolio
Tenants Comprising Over 1% of Annualized Base Rent
Tenant Industry Diversification
Property Geographic Diversification
Lease Expirations
Lease Summary
Full Portfolio
Unconsolidated Joint Venture Investment Summary
Definitions



Orion Office REIT Inc. | WWW.ONLREIT.COM | 2


Q3 2023 SUPPLEMENTAL INFORMATION
About the Data
This data and other information described herein are as of and for the three months ended September 30, 2023, unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with the consolidated and combined financial statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations sections contained in Orion Office REIT Inc.'s (the "Company," "Orion," "us," "our" and "we") Quarterly Reports on Form 10-Q for the periods ended September 30, 2023, June 30, 2023 and March 31, 2023 and Annual Report on Form 10-K for the year ended December 31, 2022.



Orion Office REIT Inc. | WWW.ONLREIT.COM | 3


Q3 2023 SUPPLEMENTAL INFORMATION
Forward-Looking Statements
Information set forth herein includes “forward-looking statements” which reflect the Company's expectations and projections regarding future events and plans, future financial condition, results of operations, liquidity and business, including leasing and occupancy, acquisitions, dispositions, rent receipts, expected borrowings and financing costs and the payment of future dividends. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," "guidance," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available to the Company and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company's control, that could cause actual events and plans or could cause the Company's business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. Further, information regarding historical rent collections should not serve as an indication of future rent collections.
The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements:
•the risk of rising interest rates, including that our borrowing costs may increase and we may be unable to refinance our debt obligations on favorable terms and in a timely manner, or at all;
•the risk of inflation, including that our operating costs, such as insurance premiums, utilities, real estate taxes, capital expenditures and repair and maintenance costs, may rise;
•conditions associated with the global market, including an oversupply of office space, tenant credit risk and general economic conditions and geopolitical conditions;
•the extent to which changes in workplace practices and office space utilization, including remote work arrangements, will continue and the impact that may have on demand for office space at our properties;
•our ability to acquire new properties and sell non-core assets on favorable terms and in a timely manner, or at all;
•our ability to comply with the terms of our credit agreements or to meet the debt obligations on our properties, including our ability to satisfy the conditions to extend our credit facility revolver;
•our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms and in a timely manner, or at all;
•changes in the real estate industry and in performance of the financial markets and interest rates and our ability to effectively hedge against interest rate changes;
•the risk of tenants defaulting on their lease obligations, which is heightened due to our focus on single tenant properties;
•our ability to renew leases with existing tenants or re-let vacant space to new tenants on favorable terms and in a timely manner, or at all;
•the cost of rent concessions, tenant improvement allowances and leasing commissions;
•the potential for termination of existing leases pursuant to tenant termination rights;
•the amount, growth and relative inelasticity of our expenses;
•risks associated with the ownership and development of real property;
•risks accompanying the management of OAP/VER Venture, LLC, our unconsolidated joint venture, in which we hold a non-controlling ownership interest;
•our ability to close pending real estate transactions, which may be subject to conditions that are outside of our control;
•our ability to accurately forecast the payment of future dividends on our common stock, and the amount of such dividend;
•risks associated with acquisitions, including the risk that we may not be in a position, or have the opportunity in the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions will fail to perform as expected;
•risks associated with the fact that we have a limited operating history and our future performance is difficult to predict;
•our properties may be subject to impairment charges;
•risks resulting from losses in excess of insured limits or uninsured losses;
•risks associated with the potential volatility of our common stock; and
•the risk that we may fail to maintain our qualification as a REIT.



Orion Office REIT Inc. | WWW.ONLREIT.COM | 4


Q3 2023 SUPPLEMENTAL INFORMATION
Additional factors that may affect future results are contained in the Company's filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.




Orion Office REIT Inc. | WWW.ONLREIT.COM | 5


Q3 2023 SUPPLEMENTAL INFORMATION
Company Overview
(unaudited)
Orion is a real estate company incorporated in the state of Maryland on July 1, 2021, which has been operating in a manner so as to qualify and has elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2021.
Orion is an internally managed REIT engaged in the ownership, acquisition and management of a diversified portfolio of mission-critical regional and corporate headquarters office buildings in high-quality suburban markets across the U.S. and leased primarily on a single-tenant net lease basis to creditworthy tenants. As of September 30, 2023, Orion owned and operated a portfolio of 79 office properties totaling approximately 9.3 million leasable square feet located within 29 states. In addition, the Company owns a 20% equity interest in one Unconsolidated Joint Venture with an affiliate of Arch Street Capital Partners, which, as of September 30, 2023, owned a portfolio consisting of six office properties totaling approximately 1.0 million leasable square feet located within six states. As of September 30, 2023, approximately 72.0% of the Company's Annualized Base Rent was from Investment-Grade Tenants, the Company's Occupancy Rate was 80.5%, or 88.7% adjusted for properties that have been sold following quarter end or are currently under agreement to be sold, and the Weighted Average Remaining Lease Term was 3.9 years.
The Company's Annualized Base Rent as of September 30, 2023 was approximately $144.9 million. The top tenants, tenant industries and geographic locations of the Company's properties are outlined in the following sections: "Tenants Comprising Over 1% of Annualized Base Rent," "Tenant Industry Diversification," and "Property Geographic Diversification," respectively.

Tenants, Trademarks and Logos
Orion is not affiliated or associated with, is not endorsed by, does not endorse, and is not sponsored by or a sponsor of the tenants or of their products or services pictured or mentioned. The names, logos and all related product and service names, design marks and slogans are the trademarks or service marks of their respective companies.




See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 6


Q3 2023 SUPPLEMENTAL INFORMATION
Company Overview (cont.)
Senior ManagementBoard of Directors
Paul H. McDowell, Chief Executive Officer, PresidentReginald H. Gilyard, Non-Executive Chairman, Independent Director
Gavin B. Brandon, Executive Vice President, Chief Financial Officer and TreasurerKathleen R. Allen, Ph.D., Independent Director
Christopher H. Day, Executive Vice President, Chief Operating OfficerRichard J. Lieb, Independent Director
Gary E. Landriau, Executive Vice President, Chief Investment OfficerGregory J. Whyte, Independent Director
Paul C. Hughes, General Counsel and SecretaryPaul H. McDowell, Chief Executive Officer, President and Director
Revea L. Schmidt, Senior Vice President, Chief Accounting Officer
Corporate Offices and Contact Information
2398 E. Camelback Road, Suite 106019 West 44th Street, Suite 1401
Phoenix, AZ 85016New York, NY 10036
602-698-1002
www.ONLREIT.com
 
Trading Symbol: ONL
 
Stock Exchange Listing: New York Stock Exchange
 
Transfer Agent
Computershare Trust Company, N.A.
462 South 4th Street, Suite 1600
Louisville, KY 40202
855-866-0787
Orion Office REIT Inc. | WWW.ONLREIT.COM | 7


Q3 2023 SUPPLEMENTAL INFORMATION
Balance Sheets
(unaudited, in thousands)
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
Assets
Real estate investments, at cost:
Land$227,203 $229,105 $236,966 $238,225 $243,726 
Buildings, fixtures and improvements1,106,383 1,111,646 1,127,590 1,128,400 1,137,177 
Total real estate investments, at cost1,333,586 1,340,751 1,364,556 1,366,625 1,380,903 
Less: accumulated depreciation156,904 149,147 141,093 133,379 126,097 
Total real estate investments, net1,176,682 1,191,604 1,223,463 1,233,246 1,254,806 
Accounts receivable, net26,911 24,960 24,697 21,641 21,923 
Intangible lease assets, net144,304 161,885 182,629 202,832 223,528 
Cash and cash equivalents32,286 42,209 23,755 20,638 23,282 
Real estate assets held for sale, net3,818 16,251 2,502 2,502 6,383 
Other assets, net 120,390 90,998 89,826 90,214 91,632 
Total assets$1,504,391 $1,527,907 $1,546,872 $1,571,073 $1,621,554 
Liabilities and Equity
Mortgages payable, net$352,683 $352,509 $352,337 $352,167 $351,994 
Credit facility term loan, net— — 174,153 173,815 173,478 
Credit facility revolver175,000 175,000 — — 31,000 
Accounts payable and accrued expenses30,570 22,326 19,957 26,161 22,038 
Below-market lease liabilities, net9,481 10,996 12,526 14,068 15,611 
Distributions payable5,578 5,670 5,666 5,664 5,664 
Other liabilities, net21,811 23,682 22,286 23,340 21,085 
Total liabilities595,123 590,183 586,925 595,215 620,870 
Common stock56 57 57 57 57 
Additional paid-in capital1,143,825 1,148,155 1,147,466 1,147,014 1,146,431 
Accumulated other comprehensive income986 3,026 4,540 6,308 7,057 
Accumulated deficit(237,026)(214,929)(193,516)(178,910)(154,273)
Total stockholders' equity907,841 936,309 958,547 974,469 999,272 
Non-controlling interest1,427 1,415 1,400 1,389 1,412 
Total equity909,268 937,724 959,947 975,858 1,000,684 
Total liabilities and equity$1,504,391 $1,527,907 $1,546,872 $1,571,073 $1,621,554 


Orion Office REIT Inc. | WWW.ONLREIT.COM | 8


Q3 2023 SUPPLEMENTAL INFORMATION
Statements of Operations
(unaudited, in thousands, except per share data)
Three Months Ended
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
Revenues:
Rental$48,876 $51,824 $49,990 $50,097 $51,580 
Fee income from unconsolidated joint venture200 200 200 197 189 
Total revenues49,076 52,024 50,190 50,294 51,769 
Operating expenses:
Property operating15,506 15,487 15,344 15,746 15,303 
General and administrative 4,367 4,565 4,309 4,428 4,672 
Depreciation and amortization27,013 27,877 28,166 30,493 32,693 
Impairments11,403 11,819 3,754 12,198 44,801 
Transaction related101 150 105 277 194 
Total operating expenses58,390 59,898 51,678 63,142 97,663 
Other (expenses) income:
Interest expense, net(7,380)(7,222)(7,139)(7,553)(7,904)
Gain on disposition of real estate assets18 — — 1,293 1,059 
Loss on extinguishment of debt, net— (504)— — — 
Other income, net437 165 36 105 31 
Equity in loss of unconsolidated joint venture, net(108)(95)(123)(272)(157)
Total other (expenses) income, net(7,033)(7,656)(7,226)(6,427)(6,971)
Loss before taxes(16,347)(15,530)(8,714)(19,275)(52,865)
Provision for income taxes(160)(185)(160)282 (164)
Net loss(16,507)(15,715)(8,874)(18,993)(53,029)
Net (income) loss attributable to non-controlling interest(12)(15)(11)23 (18)
Net loss attributable to common stockholders$(16,519)$(15,730)$(8,885)$(18,970)$(53,047)
Weighted-average shares outstanding - basic and diluted56,543 56,680 56,642 56,644 56,635 
Basic and diluted net loss per share attributable to common stockholders$(0.29)$(0.28)$(0.16)$(0.33)$(0.94)




Orion Office REIT Inc. | WWW.ONLREIT.COM | 9


Q3 2023 SUPPLEMENTAL INFORMATION
Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD)
(unaudited, in thousands, except per share data)
Three Months Ended
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
Net loss attributable to common stockholders$(16,519)$(15,730)$(8,885)$(18,970)$(53,047)
Adjustments:
Depreciation and amortization of real estate assets26,988 27,852 28,142 30,475 32,674 
Gain on disposition of real estate assets(18)— — (1,293)(1,059)
Impairment of real estate11,403 11,819 3,754 12,198 44,801 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable463 463 462 465 460 
FFO attributable to common stockholders$22,317 $24,404 $23,473 $22,875 $23,829 
Transaction related101 150 105 277 194 
Amortization of deferred financing costs933 1,059 1,049 1,068 1,067 
Amortization of deferred lease incentives, net(14)100 101 80 36 
Equity-based compensation687 689 526 603 444 
Loss on extinguishment of debt, net— 504 — — — 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable29 29 29 29 28 
Core FFO attributable to common stockholders$24,053 $26,935 $25,283 $24,932 $25,598 
Amortization of above and below market leases, net(346)(274)(215)(260)(312)
Straight-line rental revenue(1,369)(2,275)(2,684)2,911 (699)
Unconsolidated Joint Venture basis difference amortization113 114 133 259 258 
Capital expenditures and leasing costs(8,359)(2,172)(3,338)(6,112)(3,730)
Other adjustments, net66 74 131 74 63 
Proportionate share of Unconsolidated Joint Venture adjustments for the items above, as applicable(40)(41)(40)(54)(59)
FAD attributable to common stockholders$14,118 $22,361 $19,270 $21,750 $21,119 
Weighted-average shares outstanding - basic56,543 56,680 56,642 56,644 56,635 
Effect of weighted-average dilutive securities (1)
26 11 18 — — 
Weighted-average shares outstanding - diluted56,569 56,691 56,660 56,644 56,635 
FFO attributable to common stockholders per diluted share$0.39 $0.43 $0.41 $0.40 $0.42 
Core FFO attributable to common stockholders per diluted share$0.43 $0.48 $0.45 $0.44 $0.45 
FAD attributable to common stockholders per diluted share$0.25 $0.39 $0.34 $0.38 $0.37 
___________________________________
(1)Dilutive securities include unvested restricted stock units net of assumed repurchases in accordance with the treasury stock method and exclude performance-based restricted stock units for which the thresholds have not been met by the end of the applicable reporting period. Such dilutive securities are not included when calculating net loss per diluted share applicable to the Company for the periods presented above, as the effect would be antidilutive.
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 10


Q3 2023 SUPPLEMENTAL INFORMATION
EBITDA, EBITDAre and Adjusted EBITDA
(unaudited, in thousands)
Three Months Ended
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
 Net loss attributable to common stockholders$(16,519)$(15,730)$(8,885)$(18,970)$(53,047)
 Adjustments:
Interest expense7,380 7,222 7,139 7,553 7,904 
Depreciation and amortization27,013 27,877 28,166 30,493 32,693 
Provision for income taxes160 185 160 (282)164 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable864 861 854 864 782 
 EBITDA$18,898 $20,415 $27,434 $19,658 $(11,504)
Gain on disposition of real estate assets(18)— — (1,293)(1,059)
Impairment of real estate11,403 11,819 3,754 12,198 44,801 
EBITDAre$30,283 $32,234 $31,188 $30,563 $32,238 
Transaction related101 150 105 277 194 
Amortization of above and below market leases, net(346)(274)(215)(260)(312)
Amortization of deferred lease incentives, net(14)100 101 80 36 
Loss on extinguishment of debt, net— 504 — — — 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable(7)(8)(7)(8)(7)
Adjusted EBITDA$30,017 $32,706 $31,172 $30,652 $32,149 

See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 11


Q3 2023 SUPPLEMENTAL INFORMATION
Capital Structure
(unaudited, dollars and shares in thousands, except per share amounts)




chart-1f9c00da1e444191a59.jpg
Common equity34.3%
Mortgages payable41.9%
Credit facility revolver (4)
20.6%
Proportionate share of Unconsolidated Joint Venture Debt3.2%
                            
Fixed vs. Variable Rate Debt
Fixed and Swapped to Fixed100.0 %
Variable (4)
— %
Orion Capitalization Table
September 30, 2023
Common stock outstanding55,780
Stock price$5.21
Implied Equity Market Capitalization$290,614
Wtd. Avg. Maturity
(Years)
Interest Rate (1)
September 30, 2023
Mortgages payable3.44.97 %$355,000
Proportionate share of Unconsolidated Joint Venture Debt (2)
1.25.19 %27,332
Total secured debt3.24.99 %$382,332
Total unsecured credit facility revolver (3) (4)
2.63.92%$175,000
Total Principal Outstanding3.04.65 %$557,332
Total Capitalization$847,946
Cash and cash equivalents32,286
Restricted cash deposited with credit facility lenders33,198
Proportionate share of Unconsolidated Joint Venture cash and cash equivalents708
Enterprise Value$781,754
Net Debt/Enterprise Value62.8 %
Net Debt/Gross Real Estate Investments28.9 %
Fixed Charge Coverage Ratio4.40x
Liquidity (5)
$316,192
Net Debt/Annualized Adjusted EBITDA4.09x

___________________________________
(1)Interest rate for variable rate debt represents the interest rate in effect as of September 30, 2023.
(2)The Unconsolidated Joint Venture mortgages payable have a variable interest rate which is determined, at the election of the borrower, on the basis of Daily Simple SOFR or a base rate, in the case of a SOFR loan, plus 1.60% per annum, and in the case of a base rate loan, plus 0.50% per annum; however, the Unconsolidated Joint Venture has entered into an interest rate swap agreement which effectively fixes the interest rate on the mortgage notes at 5.19% per annum until May 27, 2024.
(3)Under the related loan agreements, these borrowings which are secured only by a pledge of equity interests are treated as unsecured indebtedness. The Company's otherwise unencumbered properties are part of the unencumbered property pool under the related loan agreements and therefore, generally are not available to simultaneously serve as collateral under other borrowings.
(4)The credit facility revolver matures on November 12, 2024 with an option to extend the maturity an additional 18 months to May 12, 2026. This table assumes exercise of the extension option. There was $175.0 million outstanding on the credit facility revolver as of September 30, 2023 and it is a variable rate facility with the interest rate determined, at the election of the borrower, on the basis of Daily Simple SOFR, Term SOFR or a base rate, in the case of a SOFR loan, plus 3.35% per annum, and in the case of a base rate loan, plus 2.25% per annum; however, the Company has entered into interest rate swap agreements which effectively fixes the interest rate on the notional amount of $175.0 million at 3.92% per annum until November 12, 2023. Upon the scheduled expiration of the interest rate swap agreements, the Company's borrowing cost on the credit facility revolver will no longer be effectively fixed, but rather will float and, therefore, the Company's borrowing cost on the credit facility revolver will immediately shift to prevailing short-term interest rates based on the benchmark and applicable margin described above, and the Company will be exposed to interest rate fluctuations on these borrowings.
(5)Liquidity represents cash and cash equivalents of $33.0 million, including the Company's pro rata share of cash from the Unconsolidated Joint Venture, as well as $250.0 million available capacity on our $425.0 million credit facility revolver as of September 30, 2023. Also includes $33.2 million of restricted cash deposited with the credit facility lenders that will, in accordance with the terms of the credit facility revolver, be used to prepay borrowings thereunder upon the scheduled expiration in November 2023 (or earlier termination) of the Company's interest rate swap agreements, and thereby create an equal amount of additional available capacity under the credit facility revolver.
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 12

Q3 2023 SUPPLEMENTAL INFORMATION

Debt Detail
(unaudited, dollars in thousands)
Principal Payments DueTotal202320242025Thereafter
Credit facility revolver (1)
$175,000 $— $— $— $175,000 
Mortgages payable355,000 — — — 355,000 
Proportionate share of Unconsolidated Joint Venture debt27,332 — 27,332 — — 
Total Principal Outstanding$557,332 $— $27,332 $— $530,000 

Debt TypePercentage of Principal OutstandingInterest RateWeighted-Average Years to Maturity
Credit facility revolver (1)
31.4 %3.92 %2.6
Mortgages payable63.7 %4.97 %3.4
Proportionate share of Unconsolidated Joint Venture debt4.9 %5.19 %1.2
Total100.0 %4.65 %3.0

Debt TypePercentage of Principal OutstandingWeighted-Average Interest RateWeighted-Average Years to Maturity
Total unsecured debt31.4 %3.92 %2.6
Total secured debt68.6 %4.99 %3.2
Total100.0 %4.65 %3.0
Total fixed-rate and swapped to fixed-rate debt (1)
100.0 %4.65 %3.0
Total variable-rate debt (1)
— %N/AN/A
Total100.0 %4.65 %3.0
___________________________________
(1)The credit facility revolver matures on November 12, 2024 with an option to extend the maturity an additional 18 months to May 12, 2026. This table assumes exercise of the extension option. There was $175.0 million outstanding on the credit facility revolver as of September 30, 2023 and it is a variable rate facility with the interest rate determined, at the election of the borrower, on the basis of Daily Simple SOFR, Term SOFR or a base rate, in the case of a SOFR loan, plus 3.35% per annum, and in the case of a base rate loan, plus 2.25% per annum; however, the Company has entered into interest rate swap agreements which effectively fixes the interest rate on the notional amount of $175.0 million at 3.92% per annum until November 12, 2023. Upon the scheduled expiration of the interest rate swap agreements, the Company's borrowing cost on the credit facility revolver will no longer be effectively fixed, but rather will float and, therefore, the Company's borrowing cost on the credit facility revolver will immediately shift to prevailing short-term interest rates based on the benchmark and applicable margin described above, and the Company will be exposed to interest rate fluctuations on these borrowings.











See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 13


Q3 2023 SUPPLEMENTAL INFORMATION
Ratio Analysis
(unaudited, dollars in thousands)
Three Months Ended
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
Interest Coverage Ratio
Interest Expense, excluding non-cash amortization (1)
$6,818$6,529$6,453$6,852$7,131
Adjusted EBITDA (2)
30,01732,70631,17230,65232,149
Interest Coverage Ratio4.40x5.01x4.83x4.47x4.51x
Fixed Charge Coverage Ratio
Interest Expense, excluding non-cash amortization (1)
$6,818$6,529$6,453$6,852$7,131
Secured debt principal amortization—————
Total fixed charges6,8186,5296,4536,8527,131
Adjusted EBITDA (2)
30,01732,70631,17230,65232,149
Fixed Charge Coverage Ratio4.40x5.01x4.83x4.47x4.51x
___________________________________
(1)Refer to the Statements of Operations section for interest expense calculated in accordance with GAAP and to the Definitions section for the required reconciliation to the most directly comparable GAAP financial measure.
(2)Refer to the Statements of Operations section for net loss calculated in accordance with GAAP and to the EBITDAre and Adjusted EBITDA section for the required reconciliation to the most directly comparable GAAP financial measure.
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
Net Debt Ratios
Net Debt (1)
$491,140$514,418$532,850$536,122$564,292
Adjusted EBITDA (2)
120,068130,824124,688132,210128,596
Net Debt to Adjusted EBITDA Ratio4.09x3.93x4.27x4.06x4.39x
Net Debt (1)
$491,140$514,418$532,850$536,122$564,292
Gross Real Estate Investments (1)
1,698,3871,716,5941,734,5591,743,9691,766,600
Net Debt Leverage Ratio28.9 %30.0 %30.7 %30.7 %31.9 %
Unencumbered Assets/Real Estate Assets
Unencumbered Gross Real Estate Investments (1)
$1,092,464$1,112,811$1,131,272$1,141,035$1,165,310
Gross Real Estate Investments (1)
1,698,3871,716,5941,734,5591,743,9691,766,600
Unencumbered Asset Ratio64.3 %64.8 %65.2 %65.4 %66.0 %
___________________________________
(1)Refer to the Balance Sheets section for total debt and real estate investments, at cost calculated in accordance with GAAP and to the Definitions section for the required reconciliation to the most directly comparable GAAP financial measure. The Company's otherwise unencumbered properties are part of the unencumbered property pool under the related loan agreements and therefore, generally are not available to simultaneously serve as collateral under other borrowings.
(2)Adjusted EBITDA for the quarters ended September 30, 2023, June 30, 2023, March 31, 2023, and September 30, 2022 has been annualized for the purpose of this calculation.


See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 14


Q3 2023 SUPPLEMENTAL INFORMATION
Credit Facility Revolver Covenants
(unaudited)
The following is a summary of financial covenants for the Company's credit facility revolver as defined and calculated per the terms of the facility's credit agreement. These calculations are presented to investors to show the Company's compliance with the financial covenants and are not measures of our liquidity or performance. As of September 30, 2023, the Company believes it is in compliance with these covenants based on the covenant limits and calculations in place at that time.
Credit Facility Revolver Financial CovenantsRequiredSeptember 30, 2023
Ratio of total indebtedness to total asset value≤ 60%38.3%
Ratio of adjusted EBITDA to fixed charges≥ 1.5x4.23x
Ratio of secured indebtedness to total asset value≤ 40%25.0%
Ratio of unsecured indebtedness to unencumbered asset value
≤ 60% (1)
14.9%
Ratio of unencumbered adjusted NOI to unsecured interest expense≥ 2.00x10.74x
Unencumbered asset value≥ $600.0 million$832.5 million
___________________________________
(1)If the ratio of unsecured indebtedness to unencumbered asset value exceeds 35% as of the end of two consecutive fiscal quarters, the Company will be required, within 90 days and subject to cure rights, to grant the administrative agent a first priority lien on all the properties included in the pool of unencumbered assets (other than properties identified for disposition by the Company so long as such properties are sold within one year of such identification).
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 15


Q3 2023 SUPPLEMENTAL INFORMATION
Net Operating Income (NOI) and Cash NOI
(unaudited, dollars in thousands)
Three Months Ended
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
Rental revenue:
Cash rental revenue35,491 36,410 36,104 37,209 38,987 
Fixed reimbursements1,737 1,399 1,384 1,406 1,428 
Variable reimbursements9,203 10,679 8,482 9,081 9,027 
Straight-line rental revenue1,369 2,275 2,684 (2,911)699 
Amortization of above and below market leases, net346 274 215 260 312 
Amortization of deferred lease incentives, net14 (100)(101)(80)(36)
Other rental revenue716 887 1,222 5,132 1,163 
Total rental revenue48,876 51,824 49,990 50,097 51,580 
Property operating expense(15,506)(15,487)(15,344)(15,746)(15,303)
NOI33,370 36,337 34,646 34,351 36,277 
Adjustments:
Straight-line rental revenue(1,369)(2,275)(2,684)2,911 (699)
Amortization of above and below market leases, net(346)(274)(215)(260)(312)
Amortization of deferred lease incentives, net(14)100 101 80 36 
Other non-cash adjustments47 48 48 51 50 
Proportionate share of Unconsolidated Joint Venture Cash NOI863 861 862 833 848 
 Cash NOI$32,551 $34,797 $32,758 $37,966 $36,200 




See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 16


Q3 2023 SUPPLEMENTAL INFORMATION
Leasing Activity
(unaudited, dollars and square feet in thousands)
During the nine months ended September 30, 2023, we entered into new and renewal leases as summarized in the following table:
Nine Months Ended September 30, 2023
New LeasesRenewalsTotal
Rentable square feet leased18111129
Weighted average rental rate change (cash basis) (1) (2)
(19.8)%17.3 %13.5 %
Tenant leasing costs and concession commitments (3)
$748 $1,065 $1,813 
Tenant leasing costs and concession commitments per rentable square foot$41.38 $9.62 $14.09 
Weighted average lease term (by rentable square feet) (years)7.89.89.5
Tenant leasing costs and concession commitments per rentable square foot per year$5.29 $0.98 $1.48 
____________________________________
(1)Represents weighted average percentage increase or decrease in (i) the annualized monthly cash amount charged to the applicable tenants (including monthly base rent receivables and certain contractually obligated reimbursements by the applicable tenants, which may include estimates) as of the commencement date of the new lease term (excluding any full or partial rent abatement period) compared to (ii) the annualized monthly cash amount charged to the applicable tenants (including the monthly base rent receivables and certain contractually obligated reimbursements by the applicable tenants, which may include estimates) as of the expiration date of the prior lease term. If a space has been vacant for more than 12 months prior to the execution of a new lease, the lease will be excluded from this calculation.
(2)Excludes one new lease for approximately 4,000 square feet of space that had been vacant for more than 12 months at the time the new lease was executed.
(3)Includes commitments for tenant improvement allowances and base building allowances, leasing commissions and free rent (includes estimates of property operating expenses, where applicable).
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 17


Q3 2023 SUPPLEMENTAL INFORMATION
Vacant Property Operating Expenses
(unaudited, in thousands for the nine months ended September 30, 2023)
Square FeetTotal Expenses
Fully vacant - full period637$2,866
Fully vacant - disposed and partial period (1)
1,0853,565
Fully vacant subtotal (2)
1,722$6,431
Partially vacant properties (3)
3451,778
Total2,067$8,209
____________________________________
(1)Represents eight properties that became vacant during the nine months ended September 30, 2023 and one vacant property that was disposed during the nine months ended September 30, 2023.
(2)The Company had 13 fully vacant properties as of September 30, 2023, including the six property former Walgreens campus in Deerfield, Illinois. All expenses are a component of property operating expenses in the consolidated statements of operations.
(3)The Company does not record property operating expenses at the suite level; therefore, the total expenses for the nine months ended September 30, 2023 for partially vacant properties are estimated by multiplying the vacant square feet of the partially vacant properties by the total annualized expenses per square foot for fully vacant properties and prorating for the nine months ended September 30, 2023.
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 18


Q3 2023 SUPPLEMENTAL INFORMATION
Dispositions
(unaudited, square feet and dollars in thousands)
The following table summarizes the Company's disposition activity during the three and nine months ended September 30, 2023.

Date Sold
Property Location
Square Feet
Gross Sale Price
Lease Term (Years)
07/06/2023Berkeley, MO227$9,650Vacant
08/10/2023New Port Richey, FL474,400Vacant
Total274$14,050
The following table summarizes the Company's disposition activity following the nine months ended September 30, 2023.

Date Sold
Property Location
Square Feet
Gross Sale Price
Lease Term (Years)
10/23/2023Schaumburg, IL178$1,375Vacant
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 19

Q3 2023 SUPPLEMENTAL INFORMATION
Diversification Statistics: Real Estate Portfolio
(unaudited, percentages based on portfolio Annualized Base Rent as of September 30, 2023, other than occupancy rate which is based on square footage as of September 30, 2023)

chart-05e646e2a3dd4b5681f.jpg
___________________________________________________
chart-af75a2993a47465d9f0.jpg
___________________________________________________
chart-f4da34b855e74a1a964.jpg
chart-586831bb3cd545d5b06.jpg
___________________________________________________












___________________________________________________

Statistics
(square feet in thousands)
Operating Properties79 
Unconsolidated Joint Venture Properties6 
Rentable Square Feet9,459 
Occupancy Rate80.5 %
Weighted Average Remaining Lease Term3.9 
Investment-Grade Tenants72.0 %
NN leases69.6 %
NNN leases11.9 %

See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 20


Q3 2023 SUPPLEMENTAL INFORMATION
Tenants Comprising Over 1% of Annualized Base Rent
(unaudited, square feet and dollars in thousands as of September 30, 2023)
TenantNumber of LeasesLeased Square FeetSquare Feet as a % of Total PortfolioAnnualized Base RentAnnualized Base Rent as a % of Total PortfolioCredit Rating
General Services Administration16 734 7.8 %$19,283 13.3 %AA+
Merrill Lynch1 482 5.1 %12,224 8.4 %A-
Highmark Western & Northeastern NY1 430 4.5 %8,450 5.8 %NR
RSA Security2 328 3.5 %7,221 5.0 %BBB
Cigna/Express Scripts3 365 3.9 %6,856 4.7 %A-
Coterra Energy1 309 3.3 %5,762 4.0 %BBB
Novartis1 176 1.9 %4,995 3.4 %AA-
MDC Holdings Inc.1 144 1.5 %4,299 3.0 %BBB-
T-Mobile3 217 2.3 %3,937 2.7 %BBB
Charter Communications2 264 2.8 %3,745 2.6 %BB+
Top Ten Tenants31 3,449 36.6 %76,772 52.9 %
Remaining Tenants:
Banner Life Insurance1 116 1.2 %3,581 2.5 %A
Inform Diagnostics1 172 1.8 %3,551 2.5 %NR
Encompass Health1 65 0.7 %3,436 2.4 %BB-
Collins Aerospace1 207 2.2 %3,369 2.3 %BBB+
Home Depot/HD Supply2 153 1.6 %3,120 2.2 %A
AT&T1 203 2.1 %2,921 2.0 %BBB
Linde1 175 1.9 %2,714 1.9 %A
Maximus2 168 1.8 %2,549 1.8 %BB+
Citigroup1 64 0.7 %2,459 1.7 %BBB+
CVS/Aetna1 127 1.3 %2,259 1.6 %BBB
Hasbro1 136 1.4 %2,243 1.5 %BBB
Ingram Micro1 200 2.1 %2,197 1.5 %BB-
Novus International1 96 1.0 %2,022 1.4 %NR
Pulte Mortgage1 95 1.0 %2,005 1.4 %BBB
NetJets1 140 1.5 %1,990 1.4 %NR
Elementis1 66 0.7 %1,980 1.4 %NR
FedEx (1)
2 352 3.7 %1,744 1.2 %BBB
General Electric1 152 1.6 %1,663 1.1 %BBB+
AGCO1 126 1.3 %1,607 1.1 %BBB-
Intermec1 81 0.9 %1,459 1.0 %A
Abbott Laboratories1 131 1.4 %1,379 1.0 %AA-
Total55 6,474 68.5 %$127,020 87.8 %
____________________________________
(1)Includes one lease where FedEx was in holdover tenancy at the end of the quarter and holdover rent has been excluded from the Annualized Base Rent calculation.
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 21


Q3 2023 SUPPLEMENTAL INFORMATION
Tenant Industry Diversification
(unaudited, square feet and dollars in thousands as of September 30, 2023)
Industry
Number of Leases (1)
Leased Square FeetLeased Square Feet as a % of Total PortfolioAnnualized Base RentAnnualized Base Rent as a % of Total Portfolio
Health Care Equipment & Services12 1,109 11.7 %$21,354 14.7 %
Government & Public Services18 778 8.2 %19,831 13.7 %
Financial Institutions3 616 6.5 %15,479 10.7 %
Insurance3 600 6.3 %13,292 9.2 %
Capital Goods10 845 8.9 %12,572 8.7 %
Software & Services6 638 6.7 %11,668 8.0 %
Consumer Durables & Apparel3 375 4.0 %8,546 5.9 %
Telecommunication Services5 419 4.4 %6,858 4.7 %
Materials4 366 3.9 %5,852 4.0 %
Energy1 309 3.3 %5,762 4.0 %
Top Ten Tenant Industries65 6,055 63.9 %121,214 83.6 %
Remaining Tenant Industries:
Pharmaceuticals, Biotechnology & Life Sciences1 176 1.9 %4,995 3.4 %
Commercial & Professional Services10 295 3.1 %4,719 3.3 %
Transportation5 541 5.7 %4,490 3.1 %
Media & Entertainment2 264 2.8 %3,745 2.6 %
Retailing3 157 1.7 %3,196 2.2 %
Food, Beverage & Tobacco1 96 1.0 %2,022 1.4 %
Utilities1 26 0.3 %394 0.3 %
Real Estate1 4 — %86 0.1 %
Consumer Services2 5 0.1 %54 — %
Total91 7,619 80.5 %$144,915 100.0 %
__________________________________
(1) The Company has certain properties that are subject to multiple leases.
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 22


Q3 2023 SUPPLEMENTAL INFORMATION
Property Geographic Diversification
(unaudited, square feet and dollars in thousands as of September 30, 2023)
LocationNumber of PropertiesRentable Square FeetSquare Feet as a % of Total PortfolioAnnualized Base RentAnnualized Base Rent as a % of Total Portfolio
Texas15 1,353 14.3 %$24,239 16.7 %
New Jersey3 724 7.6 %19,199 13.2 %
New York5 781 8.2 %13,691 9.4 %
Kentucky2 458 4.8 %10,299 7.1 %
Colorado4 571 6.0 %7,967 5.5 %
Massachusetts2 378 4.0 %7,933 5.5 %
Oklahoma3 585 6.2 %6,791 4.7 %
California3 244 2.6 %5,310 3.7 %
Missouri3 303 3.2 %4,917 3.4 %
Maryland2 236 2.5 %4,646 3.2 %
Top Ten States42 5,633 59.4 %104,992 72.4 %
Remaining States:
Tennessee4 240 2.5 %4,615 3.2 %
Georgia3 284 3.0 %4,601 3.2 %
Virginia2 240 2.5 %4,523 3.1 %
Ohio4 500 5.3 %3,520 2.4 %
Rhode Island2 206 2.2 %3,040 2.1 %
South Carolina1 64 0.7 %2,459 1.7 %
Wisconsin1 155 1.6 %2,299 1.6 %
Arizona2 215 2.3 %2,216 1.5 %
Illinois9 916 9.7 %2,174 1.5 %
Iowa2 92 1.0 %1,955 1.4 %
Nebraska2 180 1.9 %1,563 1.1 %
Pennsylvania2 233 2.5 %1,316 0.9 %
Oregon1 69 0.7 %1,142 0.8 %
West Virginia1 63 0.7 %1,130 0.8 %
Kansas2 196 2.1 %1,044 0.7 %
Idaho2 45 0.5 %1,035 0.7 %
Indiana1 83 0.9 %570 0.4 %
Minnesota1 39 0.4 %493 0.3 %
Florida1 6 0.1 %228 0.2 %
Total85 9,459 100.0 %$144,915 100.0 %





See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 23


Q3 2023 SUPPLEMENTAL INFORMATION
Lease Expirations
(unaudited, square feet and dollars in thousands as of September 30, 2023)
Year of Expiration
Number of Leases
Expiring (1)
Leased
Square Feet		Leased Square Feet as a % of Total PortfolioAnnualized Base RentAnnualized Base Rent as a % of Total Portfolio
20232 186 2.0 %$5,288 3.5 %
202416 1,911 20.2 %39,379 27.2 %
202513 1,044 11.0 %18,956 13.1 %
202615 804 8.5 %18,629 12.9 %
202714 1,002 10.5 %16,504 11.4 %
202811 595 6.3 %10,907 7.5 %
20294 396 4.2 %5,968 4.1 %
20302 98 1.0 %4,591 3.2 %
20311 11 0.1 %429 0.3 %
20323 300 3.2 %3,808 2.6 %
Thereafter9 1,010 10.7 %20,456 14.2 %
Subtotal90 7,357 77.7 %144,915 100.0 %
Month-to-Month1 262 2.8 %— — %
Total91 7,619 80.5 %$144,915 100.0 %
__________________________________
(1) The Company has certain properties that are subject to multiple leases.





See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 24


Q3 2023 SUPPLEMENTAL INFORMATION
Lease Summary
(unaudited, square feet and dollars in thousands as of September 30, 2023)

Rent Escalations
Number of Leases (1)
Leased
Square Feet		Leased Square Feet as a % of Total PortfolioAnnualized Base RentAnnualized Base Rent as a % of Total Portfolio
Fixed Dollar or Percent Increase67 6,410 67.8 %$120,956 83.5 %
Flat7 113 1.1 %1,794 1.2 %
GSA CPI14 689 7.3 %18,248 12.6 %
CPI2 145 1.5 %3,917 2.7 %
Month-to-Month1 262 2.8 %— — %
Total 91 7,619 80.5 %$144,915 100.0 %



Tenant Expense Obligation
Number of Leases (1)
Leased
Square Feet		Leased Square Feet as a % of Total PortfolioAnnualized Base RentAnnualized Base Rent as a % of Total Portfolio
NN58 5,586 59.1 %$100,799 69.6 %
Modified Gross19 977 10.2 %26,717 18.4 %
NNN11 1,048 11.1 %17,303 11.9 %
Gross3 8 0.1 %96 0.1 %
Total91 7,619 80.5 %$144,915 100.0 %
__________________________________
(1) The Company has certain properties that are subject to multiple leases.
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 25


Q3 2023 SUPPLEMENTAL INFORMATION
Full Portfolio (1)
(unaudited, as of September 30, 2023)
IndustryAddressCityState
Food, Beverage & Tobacco20 Missouri Research Park DriveSt. CharlesMO
Commercial & Professional Services4335 Paredes Line RoadBrownsvilleTX
Telecommunication Services3750 Wheeler RoadAugustaGA
Telecommunication Services4080 27th Court SESalemOR
Financial Institutions11 Ewall StreetMount PleasantSC
Health Care Equipment & Services8455 University Place DriveSt. LouisMO
Transportation1475 Boettler RoadUniontownOH
Government & Public Services2305 Hudson BoulevardBrownsvilleTX
Government & Public Services257 Bosley Industrial ParkParkersburgWV
Government & Public Services2805 Pine Mill RoadParisTX
Government & Public Services4521 Thomas Jefferson StreetCaldwellID
Government & Public Services3381 U.S. Highway 277Eagle PassTX
Government & Public Services2475 Cliff Creek Crossing DriveDallasTX
Government & Public Services3644 Avtech ParkwayReddingCA
Government & Public Services5100 W 36th StreetMinneapolisMN
Government & Public Services4551 State Route 11 (E)MaloneNY
Government & Public Services2600 Voyager AvenueSioux CityIA
Government & Public Services135 Circle LaneKnoxvilleTN
Health Care Equipment & Services2304 State Highway 121BedfordTX
Vacant5411 E. Williams BoulevardTucsonAZ
Government & Public Services3369 U.S. Highway 277Eagle PassTX
Transportation942 S. Shady Grove RoadMemphisTN
Transportation4151 Bridgeway AvenueColumbusOH
Vacant1411 Lake Cook RoadDeerfieldIL
Vacant1415 Lake Cook RoadDeerfieldIL
Vacant1417 Lake Cook RoadDeerfieldIL
Vacant1419 Lake Cook RoadDeerfieldIL
Vacant1425 Lake Cook RoadDeerfieldIL
Vacant1435 Lake Cook RoadDeerfieldIL
Capital Goods601 Third Street SECedar RapidsIA
Consumer Durables & Apparel15 LaSalle SquareProvidenceRI
Materials100 Sci Park BoulevardEast WindsorNJ
Media & Entertainment6005 Fair Lakes RoadEast SyracuseNY
Government & Public Services310 Canaveral Groves BoulevardCocoaFL
Government & Public Services103 & 104 Airport RoadGrangevilleID
Government & Public Services2901 Alta Mesa BoulevardFort WorthTX
Government & Public Services59 Dunning WayPlattsburghNY
Financial Institutions480 Jefferson BoulevardWarwickRI
Capital Goods1800 Nelson RoadLongmontCO
Health Care Equipment & Services1850 Norman Drive NorthWaukeganIL
Health Care Equipment & Services1333 - 1385 East Shaw AvenueFresnoCA
Telecommunication Services2270 Lakeside BoulevardRichardsonTX
Health Care Equipment & Services5859 Farinon DriveSan AntonioTX
Energy202 S. CheyenneTulsaOK
Vacant7475 S. Joliet StreetEnglewoodCO
Consumer Durables & Apparel4340 & 4350 South Monaco StreetDenverCO
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 26


Q3 2023 SUPPLEMENTAL INFORMATION
IndustryAddressCityState
Vacant2250 Lakeside BoulevardRichardsonTX
Commercial & Professional Services3833 Greenway DriveLawrenceKS
Vacant2201 Noria RoadLawrenceKS
Materials1585 Sawdust RoadThe WoodlandsTX
Consumer Durables & Apparel7390 S. Iola StreetEnglewoodCO
Vacant41 Moores RoadMalvernPA
Media & Entertainment1320 N. Dr. MLK Jr. DriveMilwaukeeWI
Telecommunication Services695 Grassmere ParkNashvilleTN
Commercial & Professional Services1575 Sawdust RoadThe WoodlandsTX
Retailing101 Riverview ParkwaySanteeCA
Materials6752 Baymeadow DriveGlen BurnieMD
Health Care Equipment & Services6655 North MacArthur BoulevardIrvingTX
Capital Goods2087 East 71st StreetTulsaOK
Government & Public Services333 Scott StreetCovingtonKY
Software & Services1759 Wehrle DrAmherstNY
Commercial & Professional Services6377 Emerald DriveDublinOH
Capital Goods22640 Davis DriveSterlingVA
Capital Goods1100 Atwater Drive, Lot 11AMalvernPA
Health Care Equipment & Services7353 Company DriveIndianapolisIN
Health Care Equipment & Services1640 Dallas ParkwayPlanoTX
Capital Goods1705 Kellie DriveBlairNE
Vacant (2)
955 American Lane Unit 1SchaumburgIL
Vacant3100 Quail Springs ParkwayOklahoma CityOK
Software & Services777 Research RoadLincolnNE
Insurance249-257 West Genesee StreetBuffaloNY
Insurance3275 Bennett Creek AvenueUrbanaMD
Health Care Equipment & Services100 Airpark Center Drive EastNashvilleTN
Retailing3074 Chastain Meadows Parkway NWKennesawGA
Capital Goods4205 River Green ParkwayDuluthGA
Pharmaceuticals, Biotechnology & Life Sciences8 Sylvan wayParsippanyNJ
Software & Services174 & 176 Middlesex TurnpikeBedfordMA
Financial Institutions1500-1600 Merrill Lynch DriveHopewellNJ
Health Care Equipment & Services3003 N. 3rd StreetPhoenixAZ
Capital Goods70 Mechanic StreetFoxboroMA
Health Care Equipment & Services577 Aptakisic RoadLincolnshireIL
Transportation360 Westar BoulevardWestervilleOH
Software & Services12975 Worldgate DriveHerndonVA
Transportation580 Atlas Air WayErlangerKY
Utilities700 Market StreetSt. LouisMO
__________________________________
(1)Includes the properties owned by the Company's Unconsolidated Joint Venture.
(2)Property was sold in October 2023.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 27


Q3 2023 SUPPLEMENTAL INFORMATION
Unconsolidated Joint Venture Investment Summary
(unaudited, square feet and dollars in thousands)

The following table summarizes the Company's investments in the Arch Street Unconsolidated Joint Venture as of September 30, 2023.

Legal Ownership Percentage (1)
Tenant IndustryPro Rata Share of Gross Real Estate InvestmentsPro Rata Share of Rentable Square FeetPro Rata Share of Annualized Base RentPro Rata Share of Principal Outstanding
Schneider Electric - Foxboro, MA20%Capital Goods$8,336 50 $713 $5,090 
Sysmex - Lincolnshire, IL20%Health Care Equipment & Services9,239 33 795 5,448 
DHL - Westerville, OH20%Transportation6,676 29 439 3,972 
Peraton - Herndon, VA20%Software & Services9,808 33 1,155 6,000 
Atlas Air - Erlanger, KY20%Transportation5,330 20 317 3,162 
Spire Energy - St. Louis, MO20%Utilities6,159 26 394 3,660 
$45,548 191 $3,813 $27,332 
__________________________________
(1)Legal ownership percentage may, at times, not equal the Company's economic interest because of various provisions in the joint venture agreement regarding capital contributions, distributions of cash flow based on capital account balances and allocations of profits and losses.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 28


Q3 2023 SUPPLEMENTAL INFORMATION
Definitions
(unaudited, in thousands, except share and per share data)
Annualized Base Rent is the monthly aggregate cash amount charged to tenants under our leases (including monthly base rent receivables and certain fixed contractually obligated reimbursements by our tenants), as of the final date of the applicable period, multiplied by 12, including the Company's pro rata share of such amounts related to the Unconsolidated Joint Venture. Annualized Base Rent is not indicative of future performance.
CPI refers to a lease in which base rent is adjusted based on changes in a consumer price index.
Credit Rating of a tenant refers to the Standard & Poor's or Moody's credit rating and such rating also may reflect the rating assigned by Standard & Poor's or Moody's to the lease guarantor or the parent company as applicable.
Double Net Lease ("NN") is a lease under which the tenant agrees to pay all operating expenses associated with the property (e.g., real estate taxes, insurance, maintenance), but excludes some or all major repairs (e.g., roof, structure, parking lot, in each case, as further defined in the applicable lease).
Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre") and Adjusted EBITDA
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. ("Nareit"), an industry trade group, has promulgated a supplemental performance measure known as Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate. Nareit defines EBITDAre as net income or loss computed in accordance with GAAP, adjusted for interest expense, income tax expense (benefit), depreciation and amortization, impairment write-downs on real estate, gains or losses from disposition of property and our pro rata share of EBITDAre adjustments related to the Unconsolidated Joint Venture. We calculated EBITDAre in accordance with Nareit's definition described above.
In addition to EBITDAre, we use Adjusted EBITDA as a non-GAAP supplemental performance measure to evaluate the operating performance of the Company. Adjusted EBITDA, as defined by the Company, represents EBITDAre, modified to exclude non-routine items such as transaction related expenses and spin related expenses. We also exclude certain non-cash items such as impairments of intangible and right of use assets, gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt, amortization of intangibles, above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities and our pro rata share of Adjusted EBITDA adjustments related to the Unconsolidated Joint Venture. Management believes that excluding these costs from EBITDAre provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. Therefore, EBITDAre and Adjusted EBITDA should not be considered as an alternative to net income, as computed in accordance with GAAP. The Company uses Adjusted EBITDA as one measure of its operating performance when formulating corporate goals and evaluating the effectiveness of the Company's strategies. EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
Enterprise Value equals the sum of the Implied Equity Market Capitalization and Net Debt, in each case, as of an applicable date.
Fixed Charge Coverage Ratio is (a) Adjusted EBITDA divided by (b) the sum of (i) Interest Expense, excluding non-cash amortization and (ii) secured debt principal amortization on Adjusted Principal Outstanding. Management believes that Fixed Charge Coverage Ratio is a useful supplemental measure of our ability to satisfy fixed financing obligations.
Fixed Dollar or Percent Increase refers to a lease that requires contractual rent increases during the term of the lease agreement. A Fixed Dollar or Percent Increase lease may include a period of free rent at the beginning or end of the lease.
Flat refers to a lease that requires equal rent payments, with no contractual increases, throughout the term of the lease agreement. A Flat lease may include a period of free rent at the beginning or end of the lease.

Orion Office REIT Inc. | WWW.ONLREIT.COM | 29


Q3 2023 SUPPLEMENTAL INFORMATION
Definitions (cont.)
(unaudited, in thousands, except share and per share data)
Funds Available for Distribution ("FAD")
Funds available for distribution, as defined by the Company, represents Core FFO, as defined below, modified to exclude capital expenditures and leasing costs, as well as certain non-cash items such as amortization of above market leases, net of amortization of below market lease liabilities, straight-line rental revenue, amortization of the Unconsolidated Joint Venture basis difference and our pro rata share of FAD adjustments related to the Unconsolidated Joint Venture. Management believes that adjusting these items from Core FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management and provides useful information regarding the Company's ability to fund its dividend.
However, not all REITs calculate FAD and those that do may not calculate FAD the same way, so comparisons with other REITs may not be meaningful. FAD should not be considered as an alternative to net income (loss) or cash flow provided by (used in) operating activities as determined under GAAP.
Nareit Funds from Operations ("Nareit FFO" or "FFO") and Core Funds from Operations ("Core FFO")
Due to certain unique operating characteristics of real estate companies, as discussed below, Nareit has promulgated a supplemental performance measure known as FFO, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. FFO is not equivalent to our net income or loss as determined under GAAP.
Nareit defines FFO as net income or loss computed in accordance with GAAP adjusted for gains or losses from disposition of real estate assets, depreciation and amortization of real estate assets, impairment write-downs on real estate, and our pro rata share of FFO adjustments related to the Unconsolidated Joint Venture. We calculate FFO in accordance with Nareit's definition described above.
In addition to FFO, we use Core FFO as a non-GAAP supplemental financial performance measure to evaluate the operating performance of the Company. Core FFO, as defined by the Company, excludes from FFO items that we believe do not reflect the ongoing operating performance of our business such as transaction related expenses, spin related expenses, amortization of deferred lease incentives, amortization of deferred financing costs, equity-based compensation, amortization of premiums and discounts on debt, net and gains or losses on extinguishment of swaps and/or debt, and our pro rata share of Core FFO adjustments related to the Unconsolidated Joint Venture.
We believe that FFO and Core FFO allow for a comparison of the performance of our operations with other publicly-traded REITs, as FFO and Core FFO, or an equivalent measure, are routinely reported by publicly-traded REITs, each adjust for items that we believe do not reflect the ongoing operating performance of our business and we believe are often used by analysts and investors for comparison purposes.
For all of these reasons, we believe FFO and Core FFO, in addition to net income (loss), as defined by GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of the Company over time. However, not all REITs calculate FFO and Core FFO the same way, so comparisons with other REITs may not be meaningful. FFO and Core FFO should not be considered as alternatives to net income (loss) and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, Nareit, nor any other regulatory body has evaluated the acceptability of the exclusions used to adjust FFO in order to calculate Core FFO and its use as a non-GAAP financial performance measure.
GAAP is an abbreviation for generally accepted accounting principles in the United States.
Gross Lease is a lease under which the landlord is responsible for all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs).
Gross Real Estate Investments represent total gross real estate and related assets of Operating Properties and the Company's pro rata share of such amounts related to properties owned by the Unconsolidated Joint Venture, net of gross intangible lease liabilities. Gross Real Estate Investments should not be considered as an alternative to the Company's real estate investments balance as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.

Orion Office REIT Inc. | WWW.ONLREIT.COM | 30


Q3 2023 SUPPLEMENTAL INFORMATION
Definitions (cont.)
(unaudited, in thousands, except share and per share data)
The following table shows a reconciliation of Gross Real Estate Investments to the amounts presented in accordance with GAAP on the balance sheets for the periods presented (in thousands):
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
Total real estate investments, at cost - as reported$1,333,586 $1,340,751 $1,364,556 $1,366,625 $1,380,903 
Adjustments:
Gross intangible lease assets346,643 345,416 353,341 360,690 364,058 
Gross intangible lease liabilities(31,250)(31,317)(31,317)(31,317)(31,317)
Gross assets held for sale3,860 16,293 2,544 2,544 7,530 
Proportionate share of Unconsolidated Joint Venture Gross Real Estate Investments
45,548 45,451 45,435 45,427 45,426 
Gross Real Estate Investments$1,698,387 $1,716,594 $1,734,559 $1,743,969 $1,766,600 
GSA CPI refers to a General Services Administration ("GSA") lease that includes a contractually obligated operating cost component of rent which is adjusted annually based on changes in a consumer price index.
Implied Equity Market Capitalization equals shares of common stock outstanding as of an applicable date, multiplied by the closing sale price of the Company's stock as reported on the New York Stock Exchange on such date.
Industry is derived from the Global Industry Classification Standard ("GICS") Methodology that was developed by Morgan Stanley Capital International ("MSCI") in collaboration with S&P Dow Jones Indices to establish a global, accurate, complete and widely accepted approach to defining industries and classifying securities by industry.
Interest Coverage Ratio equals Adjusted EBITDA divided by Interest Expense, excluding non-cash amortization. Management believes that Interest Coverage Ratio is a useful supplemental measure of our ability to service our debt obligations.
Interest Expense, excluding non-cash amortization is a non-GAAP measure that represents interest expense incurred on the outstanding principal balance of our debt and the Company's pro rata share of the Unconsolidated Joint Venture's interest expense incurred on its outstanding principal balance. This measure excludes the amortization of deferred financing costs, premiums and discounts, which is included in interest expense in accordance with GAAP. Interest Expense, excluding non-cash amortization should not be considered as an alternative to the Company's interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company's financial information prepared in accordance with GAAP.
The following table shows a reconciliation of Interest Expense, excluding non-cash amortization to interest expense presented in accordance with GAAP on the statements of operations for the periods presented (in thousands):
Three Months Ended
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
Interest expense, net - as reported$7,380 $7,222 $7,139 $7,553 $7,904 
Adjustments:
Amortization of deferred financing costs and other non-cash charges(933)(1,059)(1,049)(1,068)(1,067)
Proportionate share of Unconsolidated Joint Venture Interest Expense, excluding non-cash amortization
371 366 363 367 294 
Interest Expense, excluding non-cash amortization$6,818 $6,529 $6,453 $6,852 $7,131 
Investment-Grade Tenants are those with a Credit Rating of BBB- or higher from Standard & Poor’s or a Credit Rating of Baa3 or higher from Moody’s. The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable.
Leased Square Feet is Rentable Square Feet leased and includes such amounts related to the Unconsolidated Joint Venture.

Orion Office REIT Inc. | WWW.ONLREIT.COM | 31


Q3 2023 SUPPLEMENTAL INFORMATION
Definitions (cont.)
(unaudited, in thousands, except share and per share data)
Modified Gross Lease is a lease under which the landlord is responsible for most expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs), but passes through some operating expenses to the tenant.
Month-to-Month refers to a lease that is outside of the contractual lease expiration, but the tenant has not vacated and continues to pay rent which may also include holdover rent if applicable.
Net Debt, Principal Outstanding and Adjusted Principal Outstanding 
Principal Outstanding is a non-GAAP measure that represents the Company's outstanding principal debt balance, excluding certain GAAP adjustments, such as premiums and discounts, financing and issuance costs, and related accumulated amortization. Adjusted Principal Outstanding includes the Company's pro rata share of the Unconsolidated Joint Venture's outstanding principal debt balance. We believe that the presentation of Principal Outstanding and Adjusted Principal Outstanding, which show our contractual debt obligations, provides useful information to investors to assess our overall financial flexibility, capital structure and leverage. Principal Outstanding and Adjusted Principal Outstanding should not be considered as alternatives to the Company's consolidated debt balance as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.
Net Debt is a non-GAAP measure used to show the Company's Adjusted Principal Outstanding, less all cash and cash equivalents and the Company's pro rata share of the Unconsolidated Joint Venture's cash and cash equivalents, and less cash deposited with the credit facility lenders that will, in accordance with the terms of the credit facility revolver, be used to prepay borrowings upon expiration or termination of the Company’s interest rate swap agreements. We believe that the presentation of Net Debt provides useful information to investors because our management reviews Net Debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage.
The following table shows a reconciliation of Net Debt, Principal Outstanding and Adjusted Principal Outstanding to the amounts presented in accordance with GAAP on the balance sheets for the periods presented (in thousands):
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30,
2022
Mortgages payable, net$352,683 $352,509 $352,337 $352,167 $351,994 
Credit facility term loan, net— — 174,153 173,815 173,478 
Credit facility revolver175,000 175,000 — — 31,000 
Total debt - as reported527,683 527,509 526,490 525,982 556,472 
Deferred financing costs, net2,317 2,491 3,510 4,018 4,528 
Principal Outstanding530,000 530,000 530,000 530,000 561,000 
Proportionate share of Unconsolidated Joint Venture Principal Outstanding
27,332 27,332 27,332 27,332 27,332 
Adjusted Principal Outstanding$557,332 $557,332 $557,332 $557,332 $588,332 
Cash and cash equivalents(32,286)(42,209)(23,755)(20,638)(23,282)
Restricted cash deposited with credit facility lenders(33,198)— — — — 
Proportionate share of Unconsolidated Joint Venture cash and cash equivalents
(708)(705)(727)(572)(758)
Net Debt$491,140 $514,418 $532,850 $536,122 $564,292 
Net Debt Leverage Ratio equals Net Debt divided by Gross Real Estate Investments.

Orion Office REIT Inc. | WWW.ONLREIT.COM | 32


Q3 2023 SUPPLEMENTAL INFORMATION
Definitions (cont.)
(unaudited, in thousands, except share and per share data)
Net Operating Income ("NOI") and Cash NOI
NOI is a non-GAAP performance measure used to evaluate the operating performance of a real estate company. NOI represents total revenues less property operating expenses and excludes fee revenue earned for services to the Unconsolidated Joint Venture, impairment, depreciation and amortization, general and administrative expenses, transaction related expenses and spin related expenses. Cash NOI excludes the impact of certain GAAP adjustments included in rental revenue, such as straight-line rent adjustments, amortization of above-market intangible lease assets and below-market lease intangible liabilities, and amortization of deferred lease incentives. Cash NOI includes the pro rata share of such amounts from properties owned by the Unconsolidated Joint Venture. It is management's view that NOI and Cash NOI provide investors relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. NOI and Cash NOI should not be considered as an alternative to operating income in accordance with GAAP. Further, NOI and Cash NOI may not be comparable to similarly titled measures of other companies.
The following table shows the calculation of NOI and Cash NOI for the periods presented (in thousands):
Three Months Ended
September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
Total revenues$49,076 $52,024 $50,190 $50,294 $51,769 
Less: total operating expenses(58,390)(59,898)(51,678)(63,142)(97,663)
Fee income from unconsolidated joint venture(200)(200)(200)(197)(189)
Transaction related101 150 105 277 194 
General and administrative4,367 4,565 4,309 4,428 4,672 
Depreciation and amortization27,013 27,877 28,166 30,493 32,693 
Impairment of real estate11,403 11,819 3,754 12,198 44,801 
NOI33,370 36,337 34,646 34,351 36,277 
Straight-line rent(1,369)(2,275)(2,684)2,911 (699)
Amortization of above and below market leases, net(346)(274)(215)(260)(312)
Amortization of deferred lease incentives, net(14)100 101 80 36 
Other non-cash adjustments47 48 48 51 50 
Proportionate share of Unconsolidated Joint Venture Cash NOI
863 861 862 833 848 
 Cash NOI$32,551 $34,797 $32,758 $37,966 $36,200 
Occupancy Rate equals the sum of Leased Square Feet divided by Rentable Square Feet and includes the Company's pro rata share of such amounts related to the Unconsolidated Joint Venture, in each case, as of an applicable date.
Operating Properties refers to all properties owned and consolidated by the Company as of the applicable date.
Property Operating Expense includes reimbursable and non-reimbursable costs to operate a property, including real estate taxes, utilities, insurance, repairs, maintenance, legal, property management fees, etc.
Rentable Square Feet is leasable square feet of Operating Properties and the Company's pro rata share of leasable square feet of properties owned by the Unconsolidated Joint Venture.
Triple Net Lease ("NNN") is a lease under which the tenant agrees to pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs in accordance with the lease terms).
Unconsolidated Joint Venture means the Company's investment in the unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC.
Unencumbered Asset Ratio equals Unencumbered Gross Real Estate Investments divided by Gross Real Estate Investments. Management believes that Unencumbered Asset Ratio is a useful supplemental measure of our overall liquidity and leverage.

Orion Office REIT Inc. | WWW.ONLREIT.COM | 33


Q3 2023 SUPPLEMENTAL INFORMATION
Definitions (cont.)
(unaudited, in thousands, except share and per share data)
Unencumbered Gross Real Estate Investments equals Gross Real Estate Investments, excluding Gross Real Estate Investments related to properties serving as collateral for the Company's CMBS Loan and the Company's pro rata share of properties owned by the Unconsolidated Joint Venture that are pledged as collateral under mortgage debt. Unencumbered Gross Real Estate Investments includes otherwise unencumbered properties which are part of the unencumbered property pool under our credit facility and therefore generally are not available to simultaneously serve as collateral under other borrowings.
Weighted Average Remaining Lease Term is the number of years remaining on each respective lease as of the applicable date, weighted based on Annualized Base Rent and includes the years remaining on each of the respective leases of the Unconsolidated Joint Venture, weighted based on the Company's pro rata share of Annualized Base Rent related to the Unconsolidated Joint Venture.

Orion Office REIT Inc. | WWW.ONLREIT.COM | 34

v3.23.3
Document and Entity Information Document
Nov. 09, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 09, 2023
Entity Registrant Name ORION OFFICE REIT INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-40873
Entity Tax Identification Number 87-1656425
Entity Address, Address Line One 2398 E. Camelback Road, Suite 1060
Entity Address, City or Town Phoenix,
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85016
City Area Code (602)
Local Phone Number 698-1002
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol ONL
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001873923
Amendment Flag false
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