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orionofficereitincrespon

Orion Office REIT Inc.  2398 E. Camelback Road, Suite 1060, Phoenix, AZ 85016  New York Stock Exchange Symbol “ONL”         July 19, 2024    VIA ELECTRONIC TRANSMISSION (EDGAR)  Peter McPhun  Accountant  U. S. Securities and Exchange Commission  100 F Street, N.E.  Washington, DC 20549  Re: Orion Office REIT Inc.   Form 10-K for the year ended December 31, 2023   Filed February 27, 2024  File No. 001-40873  Dear Mr. McPhun:  I am in receipt of the Division of Corporation Finance’s (“your” or the “Staff”) comment  letter dated July 12, 2024 with respect to Orion Office REIT Inc.’s (“we” or “Orion”)  Form 10-K for the year ended December 31, 2023 (File No. 001-40873), submitted to the  U.S. Securities and Exchange Commission on February 27, 2024 (the “10-K”). Set forth  below is Orion’s response to your comment. For your convenience, our response is  prefaced by the exact text of the Staff’s comment in bold text. All references to page  numbers and captions correspond to the 10-K unless otherwise specified.   Form 10-K for the year ended December 31, 2023  Item 2.  Properties, page 25  1. We note your response to prior comment 5.  As previously stated, please tell us,  and in future filings, please disclose, the class of office buildings in each portfolio, or  advise.    Response:  We acknowledge the Staff’s comment, and we note as an initial matter the  following disclosure which we added to our Form 10-Q for the quarter ended March 31,  2024 under “Management’s Discussion and Analysis of Financial Condition and Results  of Operations – Factors That May Influence Our Operating Results and Financial  Condition – Economic Environment and Tenant Retention”.  “As of March 31, 2024, 59.3%, 35.0% and 5.7% of our office  buildings by square feet were classified as class A, class B and class  C, respectively, as determined by the most recent appraisals of the  properties.”

   2 The appraisals we receive of our properties include assessments of the classification of  the quality of our office buildings.  We have found our appraisals to be the most accurate  source for this data as opposed to other third party sources, like Co-Star. The  classifications of the quality of our properties are subjective and subject to change, for  example, as a result of the passage of time or due to capital improvements at the  properties.  We do not routinely obtain updates of our appraisals and we are unable to  provide information to correct or update such classifications.  While we believe the  classifications of our office portfolio provides useful information to investors on a total  portfolio basis, we have concerns that more detailed disclosures of classifications such as  by property type or on a property-by-property basis will include inaccuracies and is less  reliable and thus not useful to investors.      *  *  *  *  On behalf of Orion, I hereby acknowledge that:   Orion is responsible for the adequacy and accuracy of the disclosure in the filings;   staff comments or changes to disclosure in response to staff comments do not  foreclose the Commission from taking any action with respect to the filings; and   Orion may not assert staff comments as a defense in any proceeding initiated by the  Commission or any person under the federal securities laws of the United States.  Please let me know if you have any questions.  Sincerely,      /s/ Gavin B. Brandon  Gavin B. Brandon   cc: Jennifer Monick   Kibum Park   Dorrie Yale   Paul McDowell   Paul Hughes   Kate Saltz, Hunton Andrews Kurth LLP