EX-99.2 3 exhibit992orionsupplementa.htm EX-99.2 Document
Exhibit 99.2                                                
orion_supplemental-coverx2.jpg



Q4 2022 SUPPLEMENTAL INFORMATION
Orion Supplemental Information
December 31, 2022

SectionPage
Company Overview
Balance Sheets
Statements of Operations
Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Funds Available for Distribution (FAD)
EBITDA, EBITDAre and Adjusted EBITDA
Capital Structure
Debt Detail
Ratio Analysis
Credit Facility Covenants
Net Operating Income (NOI) and Cash NOI
Leasing Activity
Dispositions
Diversification Statistics
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



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Q4 2022 SUPPLEMENTAL INFORMATION
About the Data
This data and other information described herein are as of and for the quarter and year ended December 31, 2022, 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") Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Reports on Form 10-Q for the periods ended September 30, 2022, June 30, 2022, and March 31, 2022.




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Q4 2022 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, the payment of future dividends, the Company’s growth and the impact of the coronavirus (COVID-19) on the Company's business. 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;
the ongoing impact of the COVID-19 pandemic or any future pandemic or outbreak of a highly infectious or contagious disease or fear of such pandemics or outbreaks, on our business, operating results, financial condition and prospects, which is highly uncertain and cannot be predicted with confidence, including the impact on the U.S. economy and changes in tenant behavior that may continue to adversely affect the use of and demand for office space;
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 certain of our properties;
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;
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;



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Q4 2022 SUPPLEMENTAL INFORMATION
risks resulting from losses in excess or 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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Q4 2022 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 a full-service real estate operating company which owns and operates a portfolio of 81 office properties totaling approximately 9.5 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 owns a portfolio consisting of six office properties totaling approximately 1.0 million leasable square feet located within six states. As of December 31, 2022, approximately 73.3% of the Company's Annualized Base Rent was from Investment Grade Tenants, the Company's Occupancy Rate was 89.0% and the Weighted Average Remaining Lease Term was 4.1 years.
The Company's Annualized Base Rent as of December 31, 2022 was approximately $159.4 million. See "Tenants Comprising Over 1% of Annualized Base Rent" below.

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.
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Q4 2022 SUPPLEMENTAL INFORMATION
Company Overview (cont.)
Senior ManagementBoard of Directors
Paul H. McDowell, Chief Executive Officer, PresidentReginald H. Gilyard, Non-Executive Chairman
Gavin B. Brandon, Executive Vice President, Chief Financial Officer and TreasurerKathleen R. Allen, Ph.D., Independent Director
Paul C. Hughes, General Counsel and SecretaryRichard J. Lieb, Independent Director
Christopher H. Day, Executive Vice President, Chief Operating OfficerGregory J. Whyte, Independent Director
Gary E. Landriau, Executive Vice President, Chief Investment OfficerPaul 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


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Q4 2022 SUPPLEMENTAL INFORMATION
Balance Sheets
(unaudited, in thousands)

December 31, 2022September 30, 2022June 30, 2022March 31, 2022December 31, 2021
Assets
Real estate investments, at cost:
Land$238,225 $243,726 $250,724 $254,786 $250,194 
Buildings, fixtures and improvements1,128,400 1,137,177 1,208,475 1,231,469 1,231,551 
Total real estate investments, at cost1,366,625 1,380,903 1,459,199 1,486,255 1,481,745 
Less: accumulated depreciation133,379 126,097 138,642 137,217 128,109 
Total real estate investments, net1,233,246 1,254,806 1,320,557 1,349,038 1,353,636 
Accounts receivable, net21,641 21,923 25,731 22,032 17,916 
Intangible lease assets, net202,832 223,528 247,722 272,623 298,107 
Cash and cash equivalents20,638 23,282 19,300 18,585 29,318 
Real estate assets held for sale, net2,502 6,383 9,402 — — 
Other assets, net 90,214 91,632 91,208 92,671 60,501 
Total assets$1,571,073 $1,621,554 $1,713,920 $1,754,949 $1,759,478 
Liabilities and Equity
Bridge facility, net$— $— $— $— $354,357 
Mortgages payable, net352,167 351,994 351,820 351,648 — 
Credit facility term loan, net173,815 173,478 173,133 172,793 172,490 
Credit facility revolver— 31,000 71,000 91,000 90,000 
Accounts payable and accrued expenses26,161 22,038 16,855 17,929 17,379 
Below-market lease liabilities, net14,068 15,611 17,381 18,993 20,609 
Distributions payable5,664 5,664 5,663 5,663 — 
Other liabilities, net23,340 21,085 20,341 19,897 16,355 
Total liabilities595,215 620,870 656,193 677,923 671,190 
Common stock57 57 57 57 57 
Additional paid-in capital1,147,014 1,146,431 1,145,987 1,145,548 1,145,278 
Accumulated other comprehensive income6,308 7,057 5,851 4,356 299 
Accumulated deficit(178,910)(154,273)(95,562)(74,328)(58,715)
Total stockholders' equity974,469 999,272 1,056,333 1,075,633 1,086,919 
Non-controlling interest1,389 1,412 1,394 1,393 1,369 
Total equity975,858 1,000,684 1,057,727 1,077,026 1,088,288 
Total liabilities and equity$1,571,073 $1,621,554 $1,713,920 $1,754,949 $1,759,478 


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Q4 2022 SUPPLEMENTAL INFORMATION
Statements of Operations
(unaudited, in thousands, except per share data)
Year EndedThree Months Ended
December 31, 2022December 31, 2022September 30, 2022June 30, 2022March 31, 2022
Revenues:
Rental$207,353 $50,097 $51,580 $52,659 $53,017 
Fee income from unconsolidated joint venture765 197 189 190 189 
Total revenues208,118 50,294 51,769 52,849 53,206 
Operating expenses:
Property operating61,519 15,746 15,303 15,156 15,314 
General and administrative 15,908 4,428 4,672 3,291 3,517 
Depreciation and amortization131,367 30,493 32,693 33,828 34,353 
Impairments66,359 12,198 44,801 7,758 1,602 
Transaction related675 277 194 141 63 
Spin related964 — — 208 756 
Total operating expenses276,792 63,142 97,663 60,382 55,605 
Other (expense) income:
Interest expense, net(30,171)(7,553)(7,904)(7,867)(6,847)
Gain on disposition of real estate assets2,352 1,293 1,059 — — 
Loss on extinguishment of debt, net(468)— — — (468)
Other income, net223 105 31 48 39 
Equity in loss of unconsolidated joint venture(524)(272)(157)(54)(41)
Total other (expenses) income, net(28,588)(6,427)(6,971)(7,873)(7,317)
Loss before taxes(97,262)(19,275)(52,865)(15,406)(9,716)
Provision for income taxes(212)282 (164)(164)(166)
Net loss(97,474)(18,993)(53,029)(15,570)(9,882)
Net income attributable to non-controlling interest(20)23 (18)(1)(24)
Net loss attributable to common stockholders$(97,494)$(18,970)$(53,047)$(15,571)$(9,906)
Weighted-average shares outstanding - basic and diluted56,632 56,644 56,635 56,629 56,626 
Basic and diluted net loss per share attributable to common stockholders$(1.72)$(0.33)$(0.94)$(0.27)$(0.17)




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Q4 2022 SUPPLEMENTAL INFORMATION
Funds From Operations (FFO), Core Funds From Operations (Core FFO) and Funds Available for Distribution (FAD)
(unaudited, in thousands, except per share data)
Year EndedThree Months Ended
December 31, 2022December 31, 2022September 30, 2022June 30, 2022March 31, 2022
Net loss$(97,494)$(18,970)$(53,047)$(15,571)$(9,906)
Depreciation and amortization of real estate assets131,297 30,475 32,674 33,811 34,337 
Gain on disposition of real estate assets(2,352)(1,293)(1,059)— — 
Impairment of real estate66,359 12,198 44,801 7,758 1,602 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable1,847 465 460 461 461 
FFO attributable to common stockholders$99,657 $22,875 $23,829 $26,459 $26,494 
Adjustments:
Transaction related expenses675 277 194 141 63 
Spin related expenses964 — — 208 756 
Loss on extinguishment of debt, net468 — — — 468 
Core funds from operations attributable to common stockholders$101,764 $23,152 $24,023 $26,808 $27,781 
Adjustments:
Amortization of deferred financing costs4,363 1,068 1,067 1,057 1,171 
Amortization of above and below market leases, net(1,207)(260)(312)(315)(320)
Amortization of deferred lease incentives116 80 36 — — 
Straight-line rental revenue769 2,911 (699)(547)(896)
Equity-based compensation1,756 603 444 439 270 
Equity in loss of Unconsolidated Joint Venture524 272 157 54 41 
Capital expenditures and leasing costs(14,624)(6,112)(3,730)(2,381)(2,401)
Other adjustments, net263 74 63 63 63 
Proportionate share of Unconsolidated Joint Venture adjustments for the items above, as applicable(52)(25)(31)(5)
Funds available for distribution$93,672 $21,763 $21,018 $25,173 $25,718 
Weighted-average shares outstanding - basic and diluted56,632 56,644 56,635 56,629 56,626 
FFO attributable to common stockholders per share
$1.76 $0.40 $0.42 $0.47 $0.47 
Core FFO attributable to common stockholders per share$1.80 $0.41 $0.42 $0.47 $0.49 
FAD per share$1.65 $0.38 $0.37 $0.44 $0.45 

See the Definitions section for a description of the Company's non-GAAP and operating metrics.
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Q4 2022 SUPPLEMENTAL INFORMATION

EBITDA, EBITDAre and Adjusted EBITDA
(unaudited, in thousands)
Year EndedThree Months Ended
December 31, 2022December 31, 2022September 30, 2022June 30, 2022March 31, 2022
 Net loss$(97,494)$(18,970)$(53,047)$(15,571)$(9,906)
 Adjustments:
Interest expense30,171 7,553 7,904 7,867 6,847 
Depreciation and amortization131,367 30,493 32,693 33,828 34,353 
Provision for income taxes212 (282)164 164 166 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable2,961 864 782 672 643 
 EBITDA$67,217 $19,658 $(11,504)$26,960 $32,103 
Gain on disposition of real estate assets(2,352)(1,293)(1,059)— — 
Impairment of real estate66,359 12,198 44,801 7,758 1,602 
EBITDAre$131,224 $30,563 $32,238 $34,718 $33,705 
Transaction related675 277 194 141 63 
Spin related964 — — 208 756 
Amortization of above and below market leases, net(1,207)(260)(312)(315)(320)
Amortization of deferred lease incentives116 80 36 — — 
Loss on extinguishment of debt, net468 — — — 468 
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable(30)(8)(7)(8)(7)
Adjusted EBITDA$132,210 $30,652 $32,149 $34,744 $34,665 

See the Definitions section for a description of the Company's non-GAAP and operating metrics.
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Q4 2022 SUPPLEMENTAL INFORMATION
Capital Structure
(unaudited, dollars and shares in thousands, except per share amounts)




chart-32a61f0ccdf347519a4.jpg
Common equity46.5%
Mortgages payable, net34.1%
Credit facility term loan16.8%
Credit facility revolver (5)
—%
Proportionate share of Unconsolidated Joint Venture Debt2.6%
                            
Fixed vs. Variable Rate Debt
Fixed and Swapped to Fixed100.0 %
Variable (5)
— %



Orion Capitalization Table
December 31, 2022
Common stock outstanding56,639
Stock price$8.54
Implied Equity Market Capitalization$483,697
Wtd. Avg. Maturity
(Years)
Interest Rate (1)
December 31, 2022
Proportionate share of Unconsolidated Joint Venture Debt (2)
1.95.19 %$27,332
Mortgages payable4.14.97 %355,000
Total secured debt4.04.99 %$382,332
Credit facility term loan (3) (4)
0.93.17 %175,000
Credit facility revolver (4) (5)
N/AN/A
Total unsecured debt0.93.17 %175,000
Total Principal Outstanding3.04.42 %$557,332
Total Capitalization$1,041,029
Cash and cash equivalents20,638
Proportionate share of Unconsolidated Joint Venture cash and cash equivalents572
Enterprise Value$1,019,819
Net Debt/Enterprise Value52.6 %
Net Debt/Gross Real Estate Investments30.7 %
Fixed Charge Coverage Ratio4.94x
Liquidity (6)
$446,210
Net Debt/Adjusted EBITDA4.06x
___________________________________
(1)Interest rate for variable rate debt represents the interest rate in effect as of December 31, 2022.
(2)The Unconsolidated Joint Venture mortgage notes payable have a floating interest rate, however, the Unconsolidated Joint Venture has entered into an interest rate swap transaction which effectively fixes the interest rate on the mortgage notes at 5.19% per annum.
(3)The credit facility term loan matures on November 12, 2023 and is a floating rate facility, however, the Company has entered into an interest rate swap transaction which effectively fixes the interest rate on the credit facility term loan indebtedness at 3.17% per annum.
(4)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 serve as collateral under other borrowings.
(5)The credit facility revolver matures on November 12, 2024 and had no outstanding draws as of December 31, 2022.
(6)Liquidity represents cash and cash equivalents of $21.2 million and $425.0 million available capacity on our $425.0 million credit facility revolver as of December 31, 2022.


See the Definitions section for a description of the Company's non-GAAP and operating metrics.
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Q4 2022 SUPPLEMENTAL INFORMATION

Debt Detail
(unaudited, dollars in thousands)
Principal Payments DueTotal202320242025Thereafter
Credit facility revolver (1)
$— $— $— $— $— 
Credit facility term loan175,000 175,000 — — — 
Mortgages payable355,000 — — — 355,000 
Proportionate share of Unconsolidated Joint Venture debt27,332 — 27,332 — — 
Total Principal Outstanding$557,332 $175,000 $27,332 $— $355,000 

Debt TypePercentage of Principal OutstandingInterest RateWeighted-Average Years to Maturity
Credit facility revolver (1)
— %N/AN/A
Credit facility term loan31.4 %3.17 %0.9
Mortgages payable63.7 %4.97 %4.1
Proportionate share of Unconsolidated Joint Venture debt4.9 %5.19 %1.9
Total100.0 %4.42 %3.0

Debt TypePercentage of Principal OutstandingWeighted-Average Interest RateWeighted-Average Years to Maturity
Total unsecured debt31.4 %3.17 %0.9
Total secured debt68.6 %4.99 %4.0
Total100.0 %4.42 %3.0
Total fixed-rate and swapped to fixed-rate debt100.0 %4.42 %3.0
Total variable-rate debt (1)
— %N/AN/A
Total100.0 %4.42 %3.0
___________________________________
(1) The credit facility revolver matures on November 12, 2024 and had no outstanding draws as of December 31, 2022.











See the Definitions section for a description of the Company's non-GAAP and operating metrics.
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Q4 2022 SUPPLEMENTAL INFORMATION
Ratio Analysis
(unaudited, dollars in thousands)
Year EndedThree Months Ended
December 31, 2022December 31, 2022September 30, 2022June 30, 2022March 31, 2022
Interest Coverage Ratio
Interest Expense, excluding non-cash amortization (1)
$26,739$6,852$7,131$6,965$5,791
Adjusted EBITDA (2)
132,21030,65232,14934,74434,665
Interest Coverage Ratio4.94x4.47x4.51x4.99x5.99x
Fixed Charge Coverage Ratio
Interest Expense, excluding non-cash amortization (1)
$26,739$6,852$7,131$6,965$5,791
Secured debt principal amortization
Total fixed charges26,7396,8527,1316,9655,791
Adjusted EBITDA (2)
132,21030,65232,14934,74434,665
Fixed Charge Coverage Ratio4.94x4.47x4.51x4.99x5.99x
___________________________________
(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 income 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.
December 31, 2022September 30, 2022June 30, 2022March 31, 2022
Net Debt Ratios
Net Debt (1)
$536,122$564,292$608,409$629,095
Adjusted EBITDA (2)
132,210128,596138,976138,660
Net Debt to Adjusted EBITDA ratio4.06x4.39x4.38x4.54x
Net Debt (1)
$536,122$564,292$608,409$629,095
Gross Real Estate Investments (1)
1,743,9691,766,6001,850,0681,867,581
Net Debt Leverage Ratio30.7 %31.9 %32.9 %33.7 %
Unencumbered Assets/Real Estate Assets
Unencumbered Gross Real Estate Investments (1)
$1,141,035$1,165,310$1,249,379$1,267,128
Gross Real Estate Investments (1)
1,743,9691,766,6001,850,0681,867,581
Unencumbered Asset Ratio65.4 %66.0 %67.5 %67.8 %
___________________________________
(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.
(2)Adjusted EBITDA for the year ended December 31, 2022 has not been annualized for the purpose of this calculation. Adjusted EBITDA for the quarters ended September 30, 2022, June 30, 2022 and March 31, 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.
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Q4 2022 SUPPLEMENTAL INFORMATION
Credit Facility Covenants
(unaudited)
The following is a summary of financial covenants for the Company's credit facility term loan and 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 December 31, 2022, the Company believes it is in compliance with these covenants based on the covenant limits and calculations in place at that time.

Credit Facility Financial CovenantsRequiredDecember 31, 2022
Ratio of total indebtedness to total asset value≤ 60%29.0%
Ratio of adjusted EBITDA to fixed charges≥ 1.5x4.94x
Ratio of secured indebtedness to total asset value≤ 45%19.8%
Ratio of unsecured indebtedness to unencumbered asset value≤ 60%12.8%
Ratio of unencumbered adjusted NOI to unsecured interest expense≥ 2.00x13.32x



See the Definitions section for a description of the Company's non-GAAP and operating metrics.
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Q4 2022 SUPPLEMENTAL INFORMATION

Net Operating Income (NOI) and Cash NOI
(unaudited, dollars in thousands)
Year EndedThree Months Ended
December 31, 2022December 31, 2022September 30, 2022June 30, 2022March 31, 2022
 Rental revenue$207,353 $50,097 $51,580 $52,659 $53,017 
 Property operating expense(61,519)(15,746)(15,303)(15,156)(15,314)
NOI145,834 34,351 36,277 37,503 37,703 
Adjustments:
Straight-line rent769 2,911 (699)(547)(896)
Amortization of above and below market leases, net(1,207)(260)(312)(315)(320)
Amortization of deferred lease incentives116 80 36 — — 
Other non-cash adjustments200 51 50 48 51 
Proportionate share of Unconsolidated Joint Venture NOI3,380 833 848 850 849 
 Cash NOI$149,092 $37,966 $36,200 $37,539 $37,387 
















See the Definitions section for a description of the Company's non-GAAP and operating metrics.
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Q4 2022 SUPPLEMENTAL INFORMATION

Leasing Activity
(unaudited, dollars and square feet in thousands)
During the quarter and year ended December 31, 2022, we entered into new and renewal leases as summarized in the following tables:
Three Months Ended December 31, 2022
New LeasesRenewalsTotal
Rentable square feet leased78 307385
Weighted average rental rate change (cash basis) (1) (2)
(6.0)%22.7 %14.1 %
Tenant leasing costs and concession commitments (3)
$1,517 $18,048 $19,565 
Tenant leasing costs and concession commitments per rentable square foot$19.35 $58.88 $50.82 
Weighted average lease term (by rentable square feet) (years)5.48.57.9
Tenant leasing costs and concession commitments per rentable square foot per year$3.57 $6.94 $6.47 
Year Ended December 31, 2022
New LeasesRenewalsTotal
Rentable square feet leased119686805
Weighted average rental rate change (cash basis) (1) (2)
(6.0)%5.7 %4.1 %
Tenant leasing costs and concession commitments (3)
$4,237 $25,874 $30,111 
Tenant leasing costs and concession commitments per rentable square foot$35.53 $37.73 $37.41 
Weighted average lease term (by rentable square feet) (years)7.37.27.3
Tenant leasing costs and concession commitments per rentable square foot per year$4.85 $5.21 $5.16 
____________________________________
(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 41,000 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


Q4 2022 SUPPLEMENTAL INFORMATION

Dispositions
(unaudited, square feet and dollars in thousands)
The following table summarizes the Company's disposition activity during the year ended December 31, 2022.

Date SoldProperty LocationSquare FeetGross Sale Price
Lease Term (Years)(1)
5/31/2022Annandale, NJ105$3,6000.2
7/8/2022Buffalo Grove, IL1056,280Vacant
8/4/2022Dublin, OH1507,250Vacant
8/18/2022Ponce, PR572,8500.5
8/19/2022Harleysville, PA803,1500.4
10/11/2022Sierra Vista, AZ242,300Vacant
11/1/2022El Centro, CA183,010Vacant
11/8/2022Ridley Park, PA23209Vacant
12/19/2022Schaumburg, IL1071,200Vacant
12/21/2022Northbrook, IL1952,250Vacant
12/23/2022Cedar Falls, IA451,000Vacant
Total909$33,099
____________________________________
(1)Represents the remaining lease term from the date of sale.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 18


Q4 2022 SUPPLEMENTAL INFORMATION
Diversification Statistics: Real Estate Portfolio
(unaudited, percentages based on portfolio Annualized Base Rent as of December 31, 2022, other than occupancy rate which is based on square footage as of December 31, 2022)

chart-f923b67ae57445ce84c.jpg
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___________________________________________________

Statistics
(square feet in thousands)
Operating Properties81 
Unconsolidated Joint Venture Properties
Rentable Square Feet9,732 
Occupancy Rate89.0 %
Weighted Average Remaining Lease Term4.1 
Investment-Grade Tenants73.3 %
NN leases66.8 %
NNN leases16.6 %

See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 19



Q4 2022 SUPPLEMENTAL INFORMATION
Tenants Comprising Over 1% of Annualized Base Rent
(unaudited, square feet and dollars in thousands as of December 31, 2022)
TenantNumber of LeasesLeased Square FeetSquare Feet as a % of Total PortfolioAnnualized Base RentAnnualized Base Rent as a % of Total PortfolioCredit Rating
General Services Administration17 782 8.0 %$18,950 11.9 %AA+
Merrill Lynch482 5.0 %12,224 7.7 %A-
Highmark Western & Northeastern NY430 4.4 %8,328 5.2 %NR
RSA Security328 3.4 %7,221 4.5 %BBB
Cigna/Express Scripts365 3.7 %6,765 4.2 %A-
Walgreens574 5.9 %6,310 4.0 %BBB
Coterra Energy309 3.2 %5,658 3.6 %BBB
T-Mobile294 3.0 %5,431 3.4 %BBB-
Novartis176 1.8 %4,995 3.1 %AA-
FedEx352 3.6 %4,469 2.8 %BBB
Top Ten Tenants38 4,092 42.0 %80,351 50.4 %
Remaining Tenants:
MDC Holdings Inc.144 1.5 %4,299 2.7 %BBB-
Charter Communications264 2.7 %3,689 2.3 %BB+
Banner Life Insurance116 1.2 %3,493 2.2 %A
Inform Diagnostics172 1.8 %3,481 2.2 %NR
Encompass Health65 0.7 %3,436 2.2 %BB-
Collins Aerospace207 2.1 %3,300 2.1 %A-
Home Depot/HD Supply153 1.6 %3,109 2.0 %A
Experian178 1.8 %2,988 1.9 %A-
AAA147 1.5 %2,904 1.8 %NR
AT&T203 2.1 %2,820 1.8 %BBB
Linde161 1.7 %2,540 1.6 %A
Citigroup64 0.7 %2,364 1.5 %BBB+
CVS/Aetna127 1.3 %2,259 1.4 %BBB
Hasbro136 1.4 %2,243 1.4 %BBB
Ingram Micro200 2.1 %2,197 1.4 %BB-
Novus International96 1.0 %2,022 1.3 %NR
Elementis66 0.7 %1,980 1.2 %NR
Maximus196 2.0 %1,971 1.2 %BB+
NetJets140 1.4 %1,966 1.2 %NR
Pulte Mortgage95 1.0 %1,953 1.2 %BBB-
Baker Hughes152 1.6 %1,663 1.0 %A-
Abbott Laboratories131 1.3 %1,609 1.0 %AA-
AGCO126 1.3 %1,607 1.0 %BBB-
Total64 7,431 76.5 %$140,244 88.0 %

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



Q4 2022 SUPPLEMENTAL INFORMATION
Diversification: Tenant Industry
(unaudited, square feet and dollars in thousands as of December 31, 2022)
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 11.4 %$21,379 13.4 %
Government & Public Services19 826 8.5 %19,498 12.2 %
Insurance747 7.7 %15,959 10.0 %
Financial Institutions616 6.3 %15,373 9.6 %
Software & Services638 6.6 %11,639 7.3 %
Capital Goods693 7.1 %10,739 6.7 %
Consumer Durables & Apparel375 3.9 %8,495 5.3 %
Telecommunication Services497 5.1 %8,251 5.2 %
Energy461 4.7 %7,321 4.6 %
Commercial & Professional Services10 505 5.2 %7,205 4.5 %
Top Ten Tenant Industries74 6,467 66.5 %125,859 78.8 %
Remaining Tenant Industries:
Transportation541 5.6 %7,183 4.5 %
Food & Staples Retailing574 5.9 %6,310 4.0 %
Materials352 3.6 %5,655 3.6 %
Pharmaceuticals, Biotechnology & Life Sciences176 1.8 %4,995 3.1 %
Media & Entertainment264 2.7 %3,689 2.3 %
Retailing157 1.6 %3,181 2.0 %
Food, Beverage & Tobacco96 1.0 %2,022 1.3 %
Utilities25 0.3 %394 0.3 %
Real Estate— %86 0.1 %
Consumer Services— %54 — %
Total100 8,661 89.0 %$159,428 100.0 %
__________________________________
(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 | 21



Q4 2022 SUPPLEMENTAL INFORMATION
Diversification: Property Geographic
(unaudited, square feet and dollars in thousands as of December 31, 2022)
LocationNumber of PropertiesRentable Square FeetSquare Feet as a % of Total PortfolioAnnualized Base RentAnnualized Base Rent as a % of Total Portfolio
Texas15 1,353 13.9 %$23,831 15.0 %
New Jersey724 7.4 %19,199 12.0 %
New York781 8.0 %13,564 8.5 %
Illinois916 9.4 %11,702 7.3 %
Kentucky458 4.7 %10,114 6.3 %
Oklahoma585 6.0 %9,591 6.0 %
Massachusetts378 3.9 %7,933 5.0 %
Colorado570 5.9 %7,915 5.0 %
Ohio500 5.1 %6,212 3.9 %
California244 2.5 %5,299 3.3 %
Top Ten States50 6,509 66.8 %115,360 72.3 %
Remaining States:
Missouri529 5.4 %4,868 3.1 %
Georgia284 2.9 %4,601 2.9 %
Maryland236 2.4 %4,537 2.9 %
Tennessee240 2.5 %4,527 2.8 %
Virginia240 2.5 %4,426 2.8 %
Rhode Island206 2.1 %3,028 1.9 %
South Carolina64 0.7 %2,364 1.5 %
Wisconsin155 1.6 %2,243 1.4 %
Arizona215 2.2 %2,216 1.4 %
Kansas196 2.0 %1,971 1.2 %
Iowa92 0.9 %1,911 1.2 %
Nebraska180 1.9 %1,553 1.0 %
Pennsylvania233 2.4 %1,287 0.8 %
Oregon69 0.7 %1,120 0.7 %
West Virginia64 0.7 %1,114 0.7 %
Idaho45 0.5 %1,027 0.6 %
Indiana83 0.9 %557 0.4 %
Minnesota39 0.4 %493 0.3 %
Florida53 0.5 %225 0.1 %
Total87 9,732 100.0 %$159,428 100.0 %





See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 22



Q4 2022 SUPPLEMENTAL INFORMATION
Lease Expirations
(unaudited, square feet and dollars in thousands as of December 31, 2022)
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
202315 1,575 16.2 %$24,142 15.1 %
202416 1,971 20.3 %39,972 25.1 %
202513 1,049 10.8 %18,686 11.7 %
202613 757 7.8 %17,134 10.7 %
202714 1,002 10.3 %16,206 10.2 %
2028513 5.3 %9,093 5.7 %
2029396 4.1 %5,846 3.7 %
203098 1.0 %4,564 2.9 %
203111 0.1 %427 0.3 %
2032300 3.1 %4,004 2.5 %
Thereafter932 9.4 %19,069 11.9 %
Subtotal98 8,604 88.4 %159,143 99.8 %
Month-to-Month57 0.6 %285 0.2 %
Total100 8,661 89.0 %$159,428 100.0 %
__________________________________
(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 | 23



Q4 2022 SUPPLEMENTAL INFORMATION
Lease Summary
(unaudited, square feet and dollars in thousands as of December 31, 2022)

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 Increase74 7,293 74.9 %$131,945 82.8 %
Flat476 4.9 %5,495 3.4 %
GSA CPI14 690 7.1 %17,923 11.2 %
CPI145 1.5 %3,780 2.4 %
Month-to-Month57 0.6 %285 0.2 %
Total 100 8,661 89.0 %$159,428 100.0 %



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
NN59 5,828 59.9 %$106,456 66.8 %
Modified Gross19 978 10.0 %26,355 16.5 %
NNN19 1,847 19.0 %26,522 16.6 %
Gross0.1 %95 0.1 %
Total100 8,661 89.0 %$159,428 100.0 %
__________________________________
(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



Q4 2022 SUPPLEMENTAL INFORMATION
Full Portfolio (1)
IndustryAddressCityState
Food, Beverage & Tobacco20 Missouri Research Park DriveSt. CharlesMO
Telecommunication 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
Government & Public Services9912 & 9934 Little RoadNew Port RicheyFL
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
Food & Staples Retailing1411 Lake Cook RoadDeerfieldIL
Food & Staples Retailing1415 Lake Cook RoadDeerfieldIL
Food & Staples Retailing1417 Lake Cook RoadDeerfieldIL
Food & Staples Retailing1419 Lake Cook RoadDeerfieldIL
Food & Staples Retailing1425 Lake Cook RoadDeerfieldIL
Food & Staples Retailing1435 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
Vacant8640 Evans AvenueBerkeleyMO
Government & Public Services103 & 104 Airport RoadGrangevilleID
Government & Public Services2901 Alta Mesa BoulevardFort WorthTX
Government & Public Services59 Dunning WayPlattsburghNY
Financial Institutions480 Jefferson BoulevardWarwickRI
Energy1800 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
See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 25



Q4 2022 SUPPLEMENTAL INFORMATION
IndustryAddressCityState
Vacant7475 S. Joliet StreetEnglewoodCO
Consumer Durables & Apparel4340 & 4350 South Monaco StreetDenverCO
Vacant2250 Lakeside BoulevardRichardsonTX
Commercial & Professional Services3833 Greenway DriveLawrenceKS
Commercial & Professional Services2201 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
Commercial & Professional Services955 American Lane Unit 1SchaumburgIL
Insurance3100 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.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.
Orion Office REIT Inc. | WWW.ONLREIT.COM | 26



Q4 2022 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 December 31, 2022.

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 29 430 3,972 
Peraton - Herndon, VA20%Software & Services9,687 33 1,126 6,000 
Atlas Air - Erlanger, KY20%Transportation5,330 20 317 3,162 
Spire Energy - St. Louis, MO20%Utilities6,159 26 394 3,660 
$45,427 191 $3,775 $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 | 27



Q4 2022 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 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 | 28



Q4 2022 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, as well as certain non-cash items such as amortization of deferred financing costs, amortization of above market leases and deferred lease incentives, net of amortization of below market lease liabilities, straight-line rental revenue, equity-based compensation, equity in income or losses of the Unconsolidated Joint Venture 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. Beginning in 2023, the Company's definition of FAD will not adjust for the following items, which will already be an adjustment in calculating Core FFO: (i) amortization of deferred lease incentives, (ii) amortization of deferred financing costs, (iii) equity-based compensation, and (iv) amortization of premiums and discounts on debt, net. Additionally, the Company will revise the FAD adjustment for equity in income (loss) of unconsolidated joint venture to only exclude the non-cash amortization related to the joint venture investment basis difference. If this definitional change had been made in 2022, the impact would have been an increase to FAD for the year-ended December 31, 2022 of $0.5 million, or $0.01 per share. This change in definition will be applied retrospectively beginning January 1, 2023.
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 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. Beginning in 2023, the Company will be revising its definition of Core FFO to also exclude the following non-cash charges which management believes do not reflect the ongoing operating performance of our business: (i) amortization of deferred lease incentives, (ii) amortization of deferred financing costs, (iii) equity-based compensation, and (iv) amortization of premiums and discounts on debt, net. If this definitional change had been made in 2022, the impact would have been an increase to Core FFO for the year-ended December 31, 2022 of $6.4 million, or $0.11 per share. This change in definition will be applied retrospectively beginning January 1, 2023.
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.

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Q4 2022 SUPPLEMENTAL INFORMATION
Definitions (cont.)
(unaudited, in thousands, except share and per share data)
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.
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):
December 31, 2022September 30, 2022June 30, 2022March 31, 2022December 31, 2021
Total real estate investments, at cost - as reported$1,366,625 $1,380,903 $1,459,199 $1,486,255 $1,481,745 
Adjustments:
Gross intangible lease assets360,690 364,058 371,110 370,981 370,049 
Gross intangible lease liabilities(31,317)(31,317)(35,068)(35,068)(35,068)
Gross assets held for sale2,544 7,530 9,402 — — 
Proportionate share of Unconsolidated Joint Venture Gross Real Estate Investments
45,427 45,426 45,425 45,413 45,401 
Gross Real Estate Investments$1,743,969 $1,766,600 $1,850,068 $1,867,581 $1,862,127 
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.

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Q4 2022 SUPPLEMENTAL INFORMATION
Definitions (cont.)
(unaudited, in thousands, except share and per share data)
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):
Year EndedThree Months Ended
December 31, 2022December 31, 2022September 30, 2022June 30, 2022March 31, 2022
Interest expense, net - as reported$30,171 $7,553 $7,904 $7,867 $6,847 
Adjustments:
Amortization of deferred financing costs and other non-cash charges(4,363)(1,068)(1,067)(1,057)(1,171)
Proportionate share of Unconsolidated Joint Venture Interest Expense, excluding non-cash amortization
931 367 294 155 115 
Interest Expense, excluding non-cash amortization$26,739 $6,852 $7,131 $6,965 $5,791 
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. 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):

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Q4 2022 SUPPLEMENTAL INFORMATION
Definitions (cont.)
(unaudited, in thousands, except share and per share data)
December 31, 2022September 30, 2022June 30, 2022March 31, 2022December 31,
2021
Bridge facility, net$— $— $— $— $354,357 
Mortgages payable, net352,167 351,994 351,820 351,648 — 
Credit facility term loan, net173,815 173,478 173,133 172,793 172,490 
Credit facility revolver— 31,000 71,000 91,000 90,000 
Total debt - as reported525,982 556,472 595,953 615,441 616,847 
Deferred financing costs, net4,018 4,528 5,047 5,559 3,153 
Principal Outstanding530,000 561,000 601,000 621,000 620,000 
Proportionate share of Unconsolidated Joint Venture Principal Outstanding
27,332 27,332 27,332 27,332 27,332 
Adjusted Principal Outstanding$557,332 $588,332 $628,332 $648,332 $647,332 
Cash and cash equivalents(20,638)(23,282)(19,300)(18,585)(29,318)
Proportionate share of Unconsolidated Joint Venture cash and cash equivalents
(572)(758)(623)(652)(590)
Net Debt$536,122 $564,292 $608,409 $629,095 $617,424 
Net Debt Leverage Ratio equals Net Debt divided by Gross Real Estate Investments.
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 and amortization of above-market intangible lease assets and below-market lease intangible liabilities. 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.

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Q4 2022 SUPPLEMENTAL INFORMATION
Definitions (cont.)
(unaudited, in thousands, except share and per share data)
The following table shows the calculation of NOI and Cash NOI for the periods presented (in thousands):
Year EndedThree Months Ended
December 31, 2022December 31, 2022September 30, 2022June 30, 2022March 31, 2022
Total revenues$208,118 $50,294 $51,769 $52,849 $53,206 
Less total operating expenses(276,792)(63,142)(97,663)(60,382)(55,605)
Fee income from unconsolidated joint venture(765)(197)(189)(190)(189)
Transaction related675 277 194 141 63 
Spin related964 — — 208 756 
General and administrative15,908 4,428 4,672 3,291 3,517 
Depreciation and amortization131,367 30,493 32,693 33,828 34,353 
Impairment of real estate66,359 12,198 44,801 7,758 1,602 
NOI145,834 34,351 36,277 37,503 37,703 
Straight-line rent769 2,911 (699)(547)(896)
Amortization of above and below market leases, net(1,207)(260)(312)(315)(320)
Deferred lease incentives116 80 36 — — 
Other non-cash adjustments200 51 50 48 51 
Proportionate share of Unconsolidated Joint Venture Cash NOI
3,380 833 848 850 849 
 Cash NOI$149,092 $37,966 $36,200 $37,539 $37,387 
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 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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