Document

Exhibit 99.1

FOR IMMEDIATE RELEASE



	Contact:
	Michael Kodesch, Director, Investor Relations
	(617) 796-8234
	www.dhcreit.com

Diversified Healthcare Trust Announces Fourth Quarter and Year End 2019 Results

Restructuring of Business Arrangements with Five Star Senior Living Completed on Schedule

Fourth Quarter Net Loss Attributable to Common Shareholders of $0.22 Per Share

Fourth Quarter Normalized FFO Attributable to Common Shareholders of $0.30 Per Share, an

11.1% Increase Compared to the Same Period Last Year

Newton, MA (March 2, 2020): Diversified Healthcare Trust (Nasdaq: DHC) (formerly known as Senior Housing Properties Trust) today announced its financial results for the quarter and year ended December 31, 2019.

“We achieved several strategic milestones at the end of 2019, including the closing of the transformative restructuring of our business arrangements with Five Star Senior Living Inc., rebranding ourselves as Diversified Healthcare Trust to more accurately represent our current portfolio and business strategy and continuing to reposition and optimize our portfolio through our disposition efforts,” stated Jennifer Francis, President and Chief Operating Officer of Diversified Healthcare Trust. “With the disruption associated with the Five Star restructuring transaction behind us, in 2020 we will remain focused on our core competencies in order to increase shareholder value, including through asset management, the continued execution of our redevelopment plans and disciplined capital recycling strategy in order to further refine our high quality portfolio.”

Restructuring of Business Arrangements with Five Star:

As previously announced, on January 1, 2020, DHC completed the restructuring of its business arrangements, or the Restructuring Transaction, with Five Star Senior Living Inc. (Nasdaq: FVE), or Five Star. Pursuant to the Restructuring Transaction, the previously existing master leases and management and pooling agreements between DHC and Five Star were terminated and replaced with new management agreements for all of DHC's senior living communities operated by Five Star.

Also pursuant to the Restructuring Transaction, on January 1, 2020, Five Star issued 10,268,158 of its common shares to DHC and an aggregate of 16,118,849 of its common shares to DHC’s shareholders of record as of December 13, 2019. In consideration of these share issuances, DHC assumed $75.0 million of Five Star’s working capital liabilities related to DHC's senior living communities that were previously leased to Five Star.

Results for the Quarter Ended December 31, 2019:

Net loss attributable to common shareholders was $51.7 million, or $0.22 per share, for the quarter ended December 31, 2019 compared to net loss attributable to common shareholders of $118.5 million, or $0.50 per share, for the quarter ended December 31, 2018. The net loss attributable to common shareholders for the quarter ended December 31, 2019 primarily resulted from $73.7 million of impairment charges during the quarter ended December 31, 2019.

Normalized funds from operations attributable to common shareholders, or Normalized FFO attributable to common shareholders, were $70.8 million and $65.1 million, or $0.30 and $0.27 per share, for the quarters ended December 31, 2019 and 2018, respectively. Normalized FFO attributable to common shareholders increased primarily as a result of no business management incentive fees recognized for the quarter ended December 31, 2019 compared to $40.6 million of business management incentive fees recognized for the quarter ended December 31, 2018, partially offset by a decrease in rental income of $31.5 million during the quarter ended December 31, 2019 compared to the quarter ended December 31, 2018. The decrease in rental income was primarily the result of the reduction in rent paid to DHC by Five Star during the three months ended December 31, 2019 pursuant to the transaction agreement that was entered into in April 2019 for the Restructuring Transaction, or the Transaction Agreement, as well as dispositions since October 1, 2018.

Reconciliations of net income (loss) attributable to common shareholders determined in accordance with U.S. generally accepted accounting principles, or GAAP, to funds from operations attributable to common shareholders, or FFO attributable to common shareholders, and Normalized FFO attributable to common shareholders for the quarters ended December 31, 2019 and 2018 appear later in this press release.

Results for the Year Ended December 31, 2019:

Net loss attributable to common shareholders was $88.2 million, or $0.37 per share, for the year ended December 31, 2019 compared to net income attributable to common shareholders of $286.9 million, or $1.21 per share, for the year ended December 31, 2018. The net loss attributable to common shareholders for the year ended December 31, 2019 primarily includes:


•	$115.2 million of impairment charges during the year ended December 31, 2019 compared to $66.3 million of impairment charges during the year ended December 31, 2018;


•	$41.9 million of losses on equity securities, net, for the year ended December 31, 2019 compared to $20.7 million of losses on equity securities, net, for the year ended December 31, 2018, primarily as a result of DHC's sale of The RMR Group Inc. (Nasdaq: RMR), or RMR Inc., class A common stock on July 1, 2019;


•	$39.7 million of gains on sale of properties, net, during the year ended December 31, 2019 compared to $261.9 million of gains on sale of properties, net, during the year ended December 31, 2018; and


•	$13.1 million of acquisition and certain other transaction related costs incurred during the year ended December 31, 2019 related to the Restructuring Transaction.

Normalized FFO attributable to common shareholders were $310.2 million and $377.3 million, or $1.31 and $1.59 per share, for the year ended December 31, 2019 and 2018, respectively. Normalized FFO attributable to common shareholders decreased primarily as a result of a decrease in rental income of $94.1 million during the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily as a result of the reduction in rent paid to DHC by Five Star during the year ended December 31, 2019 pursuant to the Transaction Agreement, as well as dispositions since January 1, 2018, partially offset by a decrease in general and administrative expenses during the year ended December 31, 2019 compared to the year ended December 31, 2018. The decrease in general and administrative expenses was primarily as a result of no business management incentive fees recognized for the year ended December 31, 2019 compared to $40.6 million of business management incentive fees recognized for the year ended December 31, 2018.

Reconciliations of net income (loss) attributable to common shareholders determined in accordance with GAAP to FFO attributable to common shareholders and Normalized FFO attributable to common shareholders for the year ended December 31, 2019 and 2018 appear later in this press release.

Portfolio Operating Results:

For the quarter ended December 31, 2019, cash basis net operating income, or Cash Basis NOI, at properties owned, in service and managed by the same operator continuously since October 1, 2018, or same property, decreased 19.2% compared to the quarter ended December 31, 2018, primarily as a result of the reduction in rent paid to DHC by Five Star during the quarter ended December 31, 2019 pursuant to the Transaction Agreement.

In connection with the Restructuring Transaction, DHC redefined its reportable segments to better reflect its current operating environment. As of December 31, 2019, DHC reports under the following two segments:

•Office Portfolio, which consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties leased to biotech laboratories and other similar tenants; and

•Senior Housing Operating Portfolio, or SHOP, which consists of senior living communities operated by Five Star.

DHC also continues to report all other operations, which consist of other triple net leased senior living communities and wellness centers.

For the quarter ended December 31, 2019, 49.4% of net operating income, or NOI, came from the 138 properties with 11.9 million leasable square feet in the Office Portfolio segment. Same property occupancy for this segment was 94.1% as of December 31, 2019 compared to 95.1% as of December 31, 2018. Same property Cash Basis NOI from this segment decreased 0.6% for the quarter ended December 31, 2019 compared to the quarter ended December 31, 2018.

For the quarter ended December 31, 2019, 37.2% of NOI came from the 244 senior living communities with 29,013 living units in the SHOP segment. Occupancy for this segment was 83.9% for the quarter ended December 31, 2019 compared to 85.8% for the quarter ended December 31, 2018. Same property occupancy for this segment was 84.7% for the quarter ended December 31, 2019 compared to 86.9% for the quarter ended December 31, 2018. Same property average monthly rates for senior living communities managed for our account in this segment were $4,222 for the quarter ended December 31, 2019 compared to $4,183 for the quarter ended December 31, 2018. Same property Cash Basis NOI from this segment decreased 37.1% for the quarter ended December 31, 2019 compared to the quarter ended December 31, 2018, primarily due to the reduction in rent paid to DHC by Five Star pursuant to the Transaction Agreement and increased community level operating expenses.

For the quarter ended December 31, 2019, 13.4% of NOI came from the 32 triple net leased senior living communities and 10 wellness centers comprising DHC's all other operations. The weighted average rent coverage for the 32 triple net leased senior living communities decreased to 1.65x for the 12-month period ended September 30, 2019 compared to 1.74x for the 12-month period ended September 30, 2018⁽¹⁾. The 10 wellness centers were 100% leased as of each of December 31, 2019 and 2018. Same property Cash Basis NOI for the 32 triple net leased senior living communities and 10 wellness centers on a combined basis increased 1.9% for the quarter ended December 31, 2019 compared to the quarter ended December 31, 2018.

Reconciliations of net income (loss) determined in accordance with GAAP to NOI and Cash Basis NOI, and a reconciliation of NOI to same property NOI and calculation of same property Cash Basis NOI by operating segment for the quarters ended December 31, 2019 and 2018 appear later in this press release. Prior periods have been recast to reflect DHC's new reportable segments.

______________________________________________________________________________________________________________________

⁽¹⁾DHC reports rent coverage one quarter in arrears because operating results from tenants are usually provided to DHC three months after the end of a fiscal quarter. Operating data from triple net leased senior living communities is provided by tenants and excludes data for periods prior to DHC's ownership of certain properties, as well as properties sold or classified as held for sale during the periods presented. DHC has not independently verified this information.

Disposition Activities:

Since October 1, 2019, DHC has sold 20 properties for an aggregate sales price of $216.6 million, excluding closing costs:



Date Sold	Location	Type of Property	Number of Properties	Gross Sales Price⁽¹⁾
October 2019	Various	Independent Living / Skilled Nursing Facility	3	$	10,500,000
October 2019	Bridgewater, NJ	Life Science	1	47,500,000
December 2019	Atlanta, GA	Medical Office	1	14,000,000
December 2019	Redmond, WA	Independent Living	1	32,500,000
December 2019	Various	Assisted Living	7	103,250,000
January 2020	Various	Medical Office	6	5,925,000
February 2020	Horsham, PA	Medical Office	1	2,900,000
			20	$	216,575,000

^{(1) Excludes closing costs.}

As of February 28, 2020, DHC had 52 properties under agreements to sell or in first or second round offer stages for an aggregate sales price of approximately $539.7 million, excluding closing costs. These sales are subject to various conditions; as a result, these sales may not occur, they may be delayed or their terms may change.

Acquisition Activities:

In December 2019, DHC acquired an active adult rental community located in Plano, Texas with 169 living units for a purchase price of approximately $50.3 million, excluding closing costs, which is classified as an independent living community in the SHOP segment.

Financing Activities:

As previously announced, in December 2019, DHC obtained a new short term $250.0 million senior unsecured term loan. The maturity date of the term loan is June 12, 2020, which may be extended by six months subject to DHC's satisfaction of certain conditions, including the payment of an extension fee. DHC used the net proceeds from this term loan, together with proceeds from its dispositions, borrowings under its revolving credit facility and cash on hand, to prepay in full its $350.0 million senior unsecured term loan that was scheduled to mature on January 15, 2020. The interest rate on the new term loan is LIBOR plus 125 basis points, subject to adjustment based on changes to DHC's credit ratings.

Leasing Activities:

During the quarter ended December 31, 2019, DHC entered new and renewal leases for an aggregate of 393,785 rentable square feet at weighted (by rentable square feet) average rents that were 17.1% above prior rents for the same space. The weighted (by rentable square feet) average lease term for these leases was 9.0 years and leasing concessions and capital commitments were $13.0 million, or $3.66 per square foot, per lease year.

Conference Call:

At 10:00 a.m. Eastern Time this morning, President and Chief Operating Officer, Jennifer Francis, and Chief Financial Officer and Treasurer, Richard Siedel, will host a conference call to discuss DHC's fourth quarter and full year 2019 financial results. The conference call telephone number is (877) 329-4297. Participants calling from outside the United States and Canada should dial (412) 317-5435. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. on Monday, March 9, 2020. To access the replay, dial (412) 317-0088. The replay pass code is 10137810.

A live audio webcast of the conference call will also be available in a listen-only mode on DHC’s website, www.dhcreit.com. Participants wanting to access the webcast should visit DHC’s website about five minutes before the call. The

archived webcast will be available for replay on DHC’s website following the call for about one week. The transcription, recording and retransmission in any way of DHC’s fourth quarter conference call are strictly prohibited without the prior written consent of DHC.

Supplemental Data:

A copy of DHC’s Fourth Quarter 2019 Supplemental Operating and Financial Data is available for download at DHC’s website, www.dhcreit.com. DHC’s website is not incorporated as part of this press release.

Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust) is a real estate investment trust, or REIT, that owns medical office and life science properties, senior living communities and wellness centers throughout the United States. DHC is managed by the operating subsidiary of RMR Inc., an alternative asset management company that is headquartered in Newton, MA.

Non-GAAP Financial Measures:

DHC presents certain "non-GAAP financial measures" within the meaning of applicable rules of the Securities and Exchange Commission, or SEC, including FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, for the three months and years ended December 31, 2019 and 2018. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) or net income (loss) attributable to common shareholders as indicators of DHC's operating performance or as measures of DHC's liquidity. These measures should be considered in conjunction with net income (loss) and net income (loss) attributable to common shareholders as presented in DHC's consolidated statements of income (loss). DHC considers these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss) and net income (loss) attributable to common shareholders. DHC believes these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization, they may facilitate a comparison of DHC's operating performance between periods and with other REITs and, in the case of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations at DHC's properties.

Please see the pages attached hereto for a more detailed statement of DHC’s operating results and financial condition, and for an explanation of DHC’s calculation of FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI and a reconciliation of those amounts to amounts determined in accordance with GAAP.

DIVERSIFIED HEALTHCARE TRUST

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(amounts in thousands, except per share data)

(unaudited)



	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
Revenues:
Rental income	$	147,209		$	178,680		$	606,558		$	700,641
Residents fees and services	108,830			106,542			433,597			416,523
Total revenues	256,039			285,222			1,040,155			1,117,164

Expenses:
Property operating expenses	126,572			117,440			489,070			451,581
Depreciation and amortization	69,503			71,935			289,025			286,235
General and administrative⁽¹⁾	8,741			657			37,028			85,885
Acquisition and certain other transaction related costs	1,893			56			13,102			194
Impairment of assets	73,683			61,273			115,201			66,346
Total expenses	280,392			251,361			943,426			890,241

Gain on sale of properties	17,803			—			39,696			261,916
Dividend income	—			923			1,846			2,901
Losses on equity securities, net	(422		)	(106,367		)	(41,898		)	(20,724		)
Interest and other income	351			305			941			667
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $1,440, $1,642, $6,032 and $6,221, respectively)	(43,272		)	(45,506		)	(180,112		)	(179,287		)
Loss on early extinguishment of debt	(27		)	—			(44		)	(22		)
(Loss) income from continuing operations before income tax expense and equity in (losses) earnings of an investee	(49,920		)	(116,784		)	(82,842		)	292,374
Income tax expense	(483		)	(32		)	(436		)	(476		)
Equity in (losses) earnings of an investee	(217		)	(366		)	400			516
Net (loss) income	(50,620		)	(117,182		)	(82,878		)	292,414
Net income attributable to noncontrolling interest	(1,077		)	(1,361		)	(5,356		)	(5,542		)
Net (loss) income attributable to common shareholders	$	(51,697	)	$	(118,543	)	$	(88,234	)	$	286,872

Weighted average common shares outstanding (basic)	237,659			237,568			237,604			237,511
Weighted average common shares outstanding (diluted)	237,659			237,573			237,604			237,546

Per common share amounts (basic and diluted):
Net (loss) income attributable to common shareholders	$	(0.22	)	$	(0.50	)	$	(0.37	)	$	1.21

(1) General and administrative expenses include the reversal of $10,066 of previously accrued business management incentive fee expense for the three months ended December 31, 2018 and $40,642 of business management incentive fee expense for the year ended December 31, 2018.

DIVERSIFIED HEALTHCARE TRUST

FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS

(amounts in thousands, except per share data)

(unaudited)

Calculation of FFO and Normalized FFO Attributable to Common Shareholders⁽¹⁾:



	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
Net (loss) income attributable to common shareholders	$	(51,697	)	$	(118,543	)	$	(88,234	)	$	286,872
Depreciation and amortization	69,503			71,935			289,025			286,235
FFO attributable to noncontrolling interest	(5,276		)	(5,300		)	(21,147		)	(21,200		)
Gain on sale of properties	(17,803		)	—			(39,696		)	(261,916		)
Impairment of assets	73,683			61,273			115,201			66,346
Losses on equity securities, net	422			106,367			41,898			20,724
FFO attributable to common shareholders	68,832			115,732			297,047			377,061

Estimated business management incentive fees ⁽²⁾	—			(50,708		)	—			—
Acquisition and certain other transaction related costs	1,893			56			13,102			194
Loss on early extinguishment of debt	27			—			44			22
Normalized FFO attributable to common shareholders	$	70,752		$	65,080		$	310,193		$	377,277

Weighted average common shares outstanding (basic)	237,659			237,568			237,604			237,511
Weighted average common shares outstanding (diluted)	237,659			237,573			237,604			237,546

Per common share data (basic and diluted):
Net (loss) income attributable to common shareholders	$	(0.22	)	$	(0.50	)	$	(0.37	)	$	1.21
FFO attributable to common shareholders	$	0.29		$	0.49		$	1.25		$	1.59
Normalized FFO attributable to common shareholders	$	0.30		$	0.27		$	1.31		$	1.59
Distributions declared	$	0.15		$	0.39		$	0.84		$	1.56

(1) DHC calculates FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown above. FFO attributable to common shareholders is calculated on the basis defined by the National Association of Real Estate Investment Trusts, which is net income (loss) attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of properties, loss on impairment of real estate assets and gains or losses on equity securities, net, if any, plus real estate depreciation and amortization and minus FFO attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to DHC. In calculating Normalized FFO attributable to common shareholders, DHC adjusts for the items shown above and includes business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of DHC’s core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by DHC’s Board of Trustees when determining the amount of distributions to its shareholders. Other factors include, but are not limited to, requirements to maintain DHC’s qualification for taxation as a REIT, limitations in DHC’s revolving credit facility and term loan agreements and DHC’s public debt covenants, the availability to DHC of debt and equity capital, DHC’s expectation of its future capital requirements and operating performance, and DHC’s expected needs for and availability of cash to pay its obligations. Other real estate companies and REITs may calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders differently than DHC does.

(2) Incentive fees under DHC’s business management agreement with The RMR Group LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, compared to returns for the SNL U.S. REIT Healthcare Index over the applicable measurement period and are included in general and administrative expense in DHC’s consolidated statements of income (loss). In calculating net income (loss) attributable to common shareholders in accordance with GAAP, DHC recognizes estimated business management incentive fee expense, if any, in the first, second and third quarters. Although DHC recognizes this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss) attributable to common shareholders, DHC does not include these amounts in the calculation of Normalized FFO attributable to common shareholders until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. Normalized FFO attributable to common shareholders includes business management incentive fee expense of $40,642 for both the three months and year ended December 31, 2018.

DIVERSIFIED HEALTHCARE TRUST

CALCULATION AND RECONCILIATION OF NOI AND CASH BASIS NOI

(amounts in thousands)

(unaudited)



	Three Months Ended December 31,						Year Ended December 31,
	2019			2018			2019			2018
Calculation of NOI and Cash Basis NOI⁽¹⁾:
Revenues:
Rental income	$	147,209		$	178,680		$	606,558		$	700,641
Residents fees and services	108,830			106,542			433,597			416,523
Total revenues	256,039			285,222			1,040,155			1,117,164
Property operating expenses	(126,572		)	(117,440		)	(489,070		)	(451,581		)
NOI	129,467			167,782			551,085			665,583
Non-cash straight line rent adjustments	(958		)	(1,720		)	(4,508		)	(10,227		)
Lease value amortization	(1,869		)	(1,497		)	(6,791		)	(5,787		)
Non-cash amortization included in property operating expenses⁽²⁾	(200		)	(200		)	(797		)	(797		)
Cash Basis NOI	$	126,440		$	164,365		$	538,989		$	648,772

Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI:
Net (loss) income	$	(50,620	)	$	(117,182	)	$	(82,878	)	$	292,414

Equity in losses (earnings) of an investee	217			366			(400		)	(516		)
Income tax expense	483			32			436			476
Loss on early extinguishment of debt	27			—			44			22
Interest expense	43,272			45,506			180,112			179,287
Interest and other income	(351		)	(305		)	(941		)	(667		)
Losses on equity securities, net	422			106,367			41,898			20,724
Dividend income	—			(923		)	(1,846		)	(2,901		)
Gain on sale of properties	(17,803		)	—			(39,696		)	(261,916		)
Impairment of assets	73,683			61,273			115,201			66,346
Acquisition and certain other transaction related costs	1,893			56			13,102			194
General and administrative	8,741			657			37,028			85,885
Depreciation and amortization	69,503			71,935			289,025			286,235
NOI	129,467			167,782			551,085			665,583

Non-cash amortization included in property operating expenses⁽²⁾	(200		)	(200		)	(797		)	(797		)
Lease value amortization	(1,869		)	(1,497		)	(6,791		)	(5,787		)
Non-cash straight line rent adjustments	(958		)	(1,720		)	(4,508		)	(10,227		)
Cash Basis NOI	$	126,440		$	164,365		$	538,989		$	648,772

(1)

The calculations of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI exclude certain components of net income (loss) in order to provide results that are more closely related to DHC’s property level results of operations. DHC calculates NOI and Cash Basis NOI as shown above. DHC defines NOI as income from its real estate less its property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that DHC records as depreciation and amortization. DHC defines Cash Basis NOI as NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fee amortization, if any, and non-cash amortization included in property operating expenses. DHC calculates same property NOI and same property Cash Basis NOI in the same manner that it calculates the corresponding NOI and Cash Basis NOI amounts, except that it only includes same properties in calculating same property NOI and same property Cash Basis NOI. DHC uses NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI to evaluate individual and company wide property level performance. Other real estate companies and REITs may calculate NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI differently than DHC does.

(2)

DHC recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price DHC paid for its investment in RMR Inc. Class A common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses. On July 1, 2019, DHC sold its investment in RMR Inc. Class A common stock.

DIVERSIFIED HEALTHCARE TRUST

Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment ⁽¹⁾

(dollars in thousands)

(unaudited)



	For the Three Months Ended December 31, 2019												For the Three Months Ended December 31, 2018
Calculation of NOI and Cash Basis NOI:	Office Portfolio			SHOP			Non-Segment ⁽²⁾			Total			Office Portfolio			SHOP			Non-Segment ⁽²⁾		Total
Rental income / residents fees and services	$	97,400		$	141,277		$	17,362		$	256,039		$	103,316		$	163,956		$	17,950	$	285,222
Property operating expenses	(33,462		)	(93,110		)	—			(126,572		)	(32,959		)	(84,481		)	—		(117,440		)
NOI	$	63,938		$	48,167		$	17,362		$	129,467		$	70,357		$	79,475		$	17,950	$	167,782
NOI change	(9.1		)%	(39.4		)%	(3.3		)%	(22.8		)%

NOI	$	63,938		$	48,167		$	17,362		$	129,467		$	70,357		$	79,475		$	17,950	$	167,782
Less:
Non-cash straight line rent adjustments	845			—			113			958			1,703			—			17		1,720
Lease value amortization	1,813			—			56			1,869			1,442			—			55		1,497
Non-cash amortization included in property operating expenses⁽³⁾	200			—			—			200			200			—			—		200
Cash Basis NOI	$	61,080		$	48,167		$	17,193		$	126,440		$	67,012		$	79,475		$	17,878	$	164,365
Cash Basis NOI change	(8.9		)%	(39.4		)%	(3.8		)%	(23.1		)%

Reconciliation of NOI to Same Property NOI:
NOI	$	63,938		$	48,167		$	17,362		$	129,467		$	70,357		$	79,475		$	17,950	$	167,782
Less:
NOI not included in same property	4,064			(42		)	3,185			7,207			8,652			2,854			3,987		15,493
Same property NOI⁽⁴⁾	$	59,874		$	48,209		$	14,177		$	122,260		$	61,705		$	76,621		$	13,963	$	152,289
Same property NOI change	(3.0		)%	(37.1		)%	1.5		%	(19.7		)%

Reconciliation of Same Property NOI to Same Property Cash Basis NOI:
Same property NOI⁽⁴⁾	$	59,874		$	48,209		$	14,177		$	122,260		$	61,705		$	76,621		$	13,963	$	152,289
Less:
Non-cash straight line rent adjustments	364			—			114			478			2,030			—			164		2,194
Lease value amortization	1,836			—			55			1,891			1,655			—			55		1,710
Non-cash amortization included in property operating expenses ⁽³⁾	183			—			—			183			174			—			—		174
Same property cash basis NOI ⁽⁴⁾	$	57,491		$	48,209		$	14,008		$	119,708		$	57,846		$	76,621		$	13,744	$	148,211
Same property cash basis NOI change	(0.6		)%	(37.1		)%	1.9		%	(19.2		)%

(1)

See page 8 for the calculation of NOI and a reconciliation of net income (loss) determined in accordance with GAAP to that amount. See footnote 1 on page 8 of this press release for a definition of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, and page 5 for a description of why management believes they are appropriate supplemental measures and a description of how management uses these measures.


(2)	Consists of the operating results of triple net leased senior living communities that are leased to third party operators other than Five Star and wellness centers.

(3)

DHC recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price DHC paid for its investment in RMR Inc. class A common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses. On July 1, 2019, DHC sold its investment in RMR Inc. Class A common stock.


(4)	Consists of properties owned, in service and managed by the same operator continuously since October 1, 2018, including DHC's life science property owned in a joint venture arrangement in which DHC owns a 55% equity interest; excludes properties classified as held for sale or in redevelopment, if any.

DIVERSIFIED HEALTHCARE TRUST

Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment ⁽¹⁾

(dollars in thousands)

(unaudited)



	For the Year Ended December 31, 2019												For the Year Ended December 31, 2018
Calculation of NOI and Cash Basis NOI:	Office Portfolio			SHOP			Non-Segment ⁽²⁾			Total			Office Portfolio			SHOP			Non-Segment ⁽²⁾		Total
Rental income / residents fees and services	$	405,016		$	571,495		$	63,644		$	1,040,155		$	412,813		$	629,145		$	75,206	$	1,117,164
Property operating expenses	(132,348		)	(356,722		)	—			(489,070		)	(127,732		)	(323,849		)	—		(451,581		)
NOI	$	272,668		$	214,773		$	63,644		$	551,085		$	285,081		$	305,296		$	75,206	$	665,583
NOI change	(4.4		)%	(29.7		)%	(15.4		)%	(17.2		)%

NOI	$	272,668		$	214,773		$	63,644		$	551,085		$	285,081		$	305,296		$	75,206	$	665,583
Less:
Non-cash straight line rent adjustments	3,996			—			512			4,508			8,189			—			2,038		10,227
Lease value amortization	6,569			—			222			6,791			5,566			—			221		5,787
Non-cash amortization included in property operating expenses⁽³⁾	797			—			—			797			797			—			—		797
Cash Basis NOI	$	261,306		$	214,773		$	62,910		$	538,989		$	270,529		$	305,296		$	72,947	$	648,772
Cash Basis NOI change	(3.4		)%	(29.7		)%	(13.8		)%	(16.9		)%

Reconciliation of NOI to Same Property NOI:
NOI	$	272,668		$	214,773		$	63,644		$	551,085		$	285,081		$	305,296		$	75,206	$	665,583
Less:
NOI not included in same property	37,460			7,367			14,198			59,025			44,689			12,351			26,278		83,318
Same property NOI ⁽⁴⁾	$	235,208		$	207,406		$	49,446		$	492,060		$	240,392		$	292,945		$	48,928	$	582,265
Same property NOI change	(2.2		)%	(29.2		)%	1.1		%	(15.5		)%

Reconciliation of Same Property NOI to Same Property Cash Basis NOI:
Same property NOI ⁽⁴⁾	$	235,208		$	207,406		$	49,446		$	492,060		$	240,392		$	292,945		$	48,928	$	582,265
Less:
Non-cash straight line rent adjustments	2,533			—			514			3,047			8,954			—			1,410		10,364
Lease value amortization	7,255			—			221			7,476			6,631			—			221		6,852
Non-cash amortization included in property operating expenses⁽³⁾	714			—			—			714			699			—			—		699
Same property cash basis NOI⁽⁴⁾	$	224,706		$	207,406		$	48,711		$	480,823		$	224,108		$	292,945		$	47,297	$	564,350
Same property cash basis NOI change	0.3		%	(29.2		)%	3.0		%	(14.8		)%

(1)


(2)	Consists of the operating results of triple net leased senior living communities that are leased to third party operators other than Five Star and wellness centers.

(3)


(4)	Consists of properties owned, in service and managed by the same operator continuously since January 1, 2018, including DHC's life science property owned in a joint venture arrangement in which DHC owns a 55% equity interest; excludes properties classified as held for sale or in redevelopment, if any.

DIVERSIFIED HEALTHCARE TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)



	December 31, 2019			December 31, 2018
ASSETS
Real estate properties	$	7,461,586		$	7,876,300
Accumulated depreciation	(1,570,801		)	(1,534,392		)
Total real estate properties, net	5,890,785			6,341,908

Assets of properties held for sale	209,570			1,928
Cash and cash equivalents	37,357			54,976
Restricted cash	14,867			15,095
Acquired real estate leases and other intangible assets, net	337,875			419,244
Other assets, net	163,372			327,275
Total assets	$	6,653,826		$	7,160,426

LIABILITIES AND EQUITY
Unsecured revolving credit facility	$	537,500		$	139,000
Unsecured term loans, net	448,741			548,286
Senior unsecured notes, net	1,820,681			2,216,945
Secured debt and capital leases, net	694,739			744,186
Liabilities of properties held for sale	6,758			—
Accrued interest	24,060			26,182
Assumed real estate lease obligations, net	76,705			86,304
Other liabilities	167,592			219,653
Total liabilities	3,776,776			3,980,556

Total equity	2,877,050			3,179,870
Total liabilities and equity	$	6,653,826		$	7,160,426

Warning Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever DHC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, "will", “may” and negatives or derivatives of these or similar expressions, DHC is making forward-looking statements. These forward-looking statements are based upon DHC’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by DHC’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond DHC’s control. For example,

•

Ms. Francis’s statement that DHC will remain focused in 2020 on its core competencies in order to increase shareholder value, including through asset management, the continued execution of its redevelopment plans and disciplined capital recycling strategy in order to further refine its high quality portfolio, may imply that DHC's redevelopment plan or capital recycling strategy will be successful and that the quality of DHC's portfolio and results of operations and financial condition will improve as a result of those efforts. However, DHC's ability to successfully execute on its core competencies is subject to various risks. Further, even if DHC is able to execute on its core competencies, it may not realize increased shareholder value. As a result, DHC may not succeed in increasing shareholder value.

•

Ms. Francis states that DHC completed the transformative restructuring of its business arrangements with Five Star. This may imply that DHC’s returns from the senior living communities that Five Star manages for DHC’s account will improve as a result of this restructuring. However, Five Star’s ability to profitably operate DHC’s managed senior living communities remains subject to various risks, some of which are beyond DHC’s and Five Star’s control, including senior living industry conditions and the market demands and preferences of seniors. As a result, Five Star may not profitably operate DHC’s managed senior living communities and DHC’s returns from those communities may not improve and may decline.


•	DHC has classified certain properties as held for sale as of December 31, 2019. This may imply that all of the properties that DHC has classified as held for sale will be sold; however, any such sales may not occur and DHC may incur losses with respect to such sales of those properties.

•

As of February 28, 2020, DHC had 52 properties under agreements to sell or in first or second round offer stages for an aggregate sales price of approximately $539.7 million, excluding closing costs. This may imply that DHC will sell the properties under agreement or for which it has received offers and receive proceeds from those sales equal to or greater than the expected amounts. However, DHC may not complete the sales of any or all of the properties it currently plans to sell. Also, DHC may sell some or all of these properties at amounts that are less than currently expected and/or less than the carrying values of such properties and DHC may incur losses on any such sales as a result.

The information contained in DHC’s filings with the SEC, including under “Risk Factors” in DHC’s periodic reports, or incorporated therein, identifies important factors that could cause DHC’s actual results to differ materially from those stated in or implied by DHC’s forward-looking statements. DHC’s filings with the SEC are available on the SEC’s website at www.sec.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, DHC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

(END)

Exhibit 99.2

TABLE OF CONTENTS PAGE CORPORATE INFORMATION 3 Company Profile .................................................................................................................................................................................................................... 4 Investor Information............................................................................................................................................................................................................... 5 Research Coverage............................................................................................................................................................................................................... 6 FINANCIALS 7 Key Financial Data................................................................................................................................................................................................................. 8 Condensed Consolidated Balance Sheets ............................................................................................................................................................................ 9 Consolidated Statements of Income (Loss)........................................................................................................................................................................... 10 Consolidated Statements of Income (Loss) (Additional Data)............................................................................................................................................... 11 Consolidated Statements of Cash Flows............................................................................................................................................................................... 12 Debt Summary....................................................................................................................................................................................................................... 14 Debt Maturity Schedule ......................................................................................................................................................................................................... 15 Leverage Ratios, Coverage Ratios and Public Debt Covenants ........................................................................................................................................... 16 TABLE OF CONTENTS TABLE Summary of Capital Expenditures ......................................................................................................................................................................................... 17 Property Acquisitions / Dispositions Information Since January 1, 2019............................................................................................................................... 18 Calculation and Reconciliation of NOI and Cash Basis NOI.................................................................................................................................................. 19 NOI and Cash Basis NOI....................................................................................................................................................................................................... 20 Same Property NOI and Cash Basis NOI.............................................................................................................................................................................. 21 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment for the Three Months Ended December 31, 2019 and 2018 .......................................................................................................................... 22 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment for the Years Ended December 31, 2019 and 2018 ....................................................................................................................................... 23 Calculation and Reconciliation of EBITDA, EBITDAre and Adjusted EBITDAre ................................................................................................................... 24 Calculation and Reconciliation of FFO and Normalized FFO Attributable to Common Shareholders................................................................................... 25 PORTFOLIO INFORMATION 26 Portfolio Summary by Geographic Diversification and Property Type................................................................................................................................... 27 Portfolio Summary ................................................................................................................................................................................................................. 28 Occupancy............................................................................................................................................................................................................................. 29 Unit Count and Rent Coverage.............................................................................................................................................................................................. 30 Office Portfolio Segment and Same Property - Results of Operations (Three Months Ended December 31, 2019 and 2018) ............................................ 31 Office Portfolio Segment and Same Property - Results of Operations (Years Ended December 31, 2019 and 2018).......................................................... 32 SHOP Segment and Same Property – Results of Operations............................................................................................................................................... 33 Office Portfolio Leasing Summary ......................................................................................................................................................................................... 34 Tenants Representing 1% or More of Total Annualized Rental Income................................................................................................................................. 35 Office Portfolio Lease Expiration Schedule ........................................................................................................................................................................... 36 Non-Segment Lease Expiration Schedule............................................................................................................................................................................. 37 EXHIBIT A SHOP Segment and Same Property - Transitional Pro Forma EBITDARM 38 NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS 41 WARNING CONCERNING FORWARD-LOOKING STATEMENTS 44 Please refer to Non-GAAP Financial Measures and Certain Definitions beginning on page 41 for terms used throughout this document. Non-GAAP financial measures are not intended as an alternative to net income (loss) in accordance with GAAP as a measure of DHC's financial performance. A description of why we consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a real estate investment trust, along with net income (loss) and net income (loss) attributable to common shareholders, is included under the heading Non-GAAP Financial Measures on Page 41. 2

3 3

COMPANY PROFILE The Company: Corporate Headquarters: Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust), or DHC, we, our or us, is a real estate investment trust, or REIT, which owns healthcare related properties including medical office and Two Newton Place life science buildings, senior living communities and wellness centers located throughout the U.S. DHC is a 255 Washington Street, Suite 300 component of 75 market indices as of December 31, 2019. Among this list, DHC comprises more than 1% of Newton, MA 02458-1634 indices such as: Bloomberg Real Estate Investment Trust Healthcare Index (BBREHLTH), Fidelity Canada (t) (617) 796-8350 U.S. High Dividend Index PR (FIDCNHDP), BI North America Healthcare REIT Valuation Peers (BIHLCRNP), BI NA Healthcare REIT – Competitive (BIHLCRNC), Invesco KBW Premium Yield Equity REIT ETF INAV COMPANY PROFILE COMPANY Index (KBWYIV), Indxx Old Age REITs Index (IOLDAGE), Indxx Old Age REITs Index PR (IOLDAGEP), Indxx Old Age REITs Index TR (IOLDAGET), Solactive Long Term Care Index (OLDID), and the Solactive US Small Cap High Dividend Index (SOLSMHD). Management: Stock Exchange Listing: DHC is managed by The RMR Group LLC, or RMR LLC, the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), or RMR Inc. RMR is an alternative asset management company that was Nasdaq founded in 1986 to manage real estate companies and related businesses. RMR primarily provides management services to four publicly traded equity REITs and three real estate related operating businesses. Trading Symbols: In addition to managing DHC, RMR manages Service Properties Trust, a REIT that owns a diverse portfolio of hotels and net lease service and necessity-based retail properties, Industrial Logistics Properties Trust, a Common Shares: DHC REIT that owns industrial and logistics properties, and Office Properties Income Trust, a REIT that owns 5.625% Senior Notes due 2042: DHCNI properties primarily leased to single tenants and those with high credit quality characteristics such as 6.250% Senior Notes due 2046: DHCNL government entities. RMR also provides management services to Five Star Senior Living Inc., or Five Star, a publicly traded operator of senior living communities (including many of the senior living communities that Senior Unsecured Debt Ratings: DHC owns), Sonesta International Hotels Corporation, a privately owned operator and franchisor of hotels and cruise boats, and TravelCenters of America Inc., a publicly traded operator and franchisor of travel centers along the U.S. Interstate Highway System, standalone truck service facilities and restaurants. RMR Moody's: Ba1 also advises the RMR Real Estate Income Fund, a publicly traded closed end fund that invests in publicly S&P Global: BBB- traded securities of real estate companies, and Tremont Mortgage Trust, a publicly traded mortgage REIT that focuses on originating and investing in floating rate first mortgage whole loans, secured by middle market and transitional commercial real estate, through wholly owned Securities and Exchange Commission, or SEC, registered investment advisory subsidiaries, as well as manages the RMR Office Property Fund LP, a private, open end core plus fund focused on the acquisition, ownership and leasing of a diverse portfolio of multi- tenant office properties throughout the U.S. As of December 31, 2019, RMR had $32.2 billion of real estate assets under management and the combined RMR managed companies had approximately $12 billion of annual revenues, over 2,100 properties and nearly 50,000 employees. We believe that being managed by RMR is a competitive advantage for DHC because of RMR’s depth of management and experience in the real estate industry. We also believe RMR provides management services to us at costs that are lower than we would have to pay for similar quality services if we were self managed. 4

INVESTOR INFORMATION Board of Trustees John L. Harrington Lisa Harris Jones Jeffrey P. Somers Independent Trustee Lead Independent Trustee Independent Trustee Jennifer B. Clark Adam D. Portnoy Managing Trustee Chair of the Board & Managing Trustee INVESTOR INFORMATION INVESTOR Senior Management Jennifer F. Francis Richard W. Siedel, Jr. President & Chief Operating Officer Chief Financial Officer & Treasurer Contact Information Investor Relations Inquiries Diversified Healthcare Trust Investor and media inquiries should be directed to Two Newton Place Michael Kodesch, Director, Investor Relations, at 255 Washington Street, Suite 300 (617) 796-8234, or mkodesch@dhcreit.com Newton, MA 02458-1634 (t) (617) 796-8350 Financial inquiries should be directed to Richard W. Siedel, Jr. (email) info@dhcreit.com Chief Financial Officer & Treasurer, at (617) 796-8350, (website) www.dhcreit.com or rsiedel@dhcreit.com 5

RESEARCH COVERAGE Equity Research Coverage B. Riley FBR BofA Securities Morgan Stanley Bryan Maher Joshua Dennerlein Vikram Malhotra (646) 885-5423 (646) 855-1681 (212) 761-7064 bmaher@brileyfbr.com joshua.dennerlein@bofa.com vikram.malhotra@morganstanley.com Raymond James RBC Capital Markets Robert W. Baird & Co. Jonathan Hughes Michael Carroll Drew Babin RESEARCH COVERAGE (727) 567-2438 (440) 715-2649 (610) 238-6634 jonathan.hughes@raymondjames.com michael.carroll@rbccm.com dbabin@rwbaird.com Wells Fargo Securities Todd Stender (212) 214-8067 todd.stender@wellsfargo.com Rating Agencies Moody’s Investors Service S & P Global Lori Marks Nicolas Villa (212) 553-1098 (212) 438-1534 lori.marks@moodys.com nicolas.villa@spglobal.com DHC is followed by the equity research analysts and its publicly held debt is rated by the rating agencies listed above. Please note that any opinions, estimates or forecasts regarding DHC's performance made by these analysts or agencies do not represent opinions, forecasts or predictions of DHC or its management. DHC does not by its reference above imply its endorsement of or concurrence with any information, conclusions or recommendations provided by any of these analysts or agencies. 6

KEY FINANCIAL DATA (dollars in thousands, except per share data) As of and For the Three Months Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 Selected Balance Sheet Data: Total gross assets $ 8,224,627 $ 8,572,131 $ 8,713,990 $ 8,706,590 $ 8,694,818 Total assets $ 6,653,826 $ 6,916,990 $ 7,098,710 $ 7,145,900 $ 7,160,426 Total liabilities $ 3,776,776 $ 3,948,768 $ 4,062,001 $ 4,032,462 $ 3,980,556 Total equity $ 2,877,050 $ 2,968,222 $ 3,036,709 $ 3,113,438 $ 3,179,870 KEY FINANCIAL DATA FINANCIAL KEY Selected Income Statement Data: Total revenues $ 256,039 $ 255,827 $ 262,003 $ 266,286 $ 285,222 Net (loss) income $ (50,620) $ (27,946) $ (35,816) $ 31,504 $ (117,182) Net (loss) income attributable to common shareholders $ (51,697) $ (29,390) $ (37,229) $ 30,082 $ (118,543) NOI $ 129,467 $ 130,744 $ 141,810 $ 149,064 $ 167,782 Adjusted EBITDAre (1) $ 121,108 $ 121,994 $ 134,626 $ 140,904 $ 117,835 FFO attributable to common shareholders $ 68,832 $ 67,577 $ 80,227 $ 80,411 $ 115,732 Normalized FFO attributable to common shareholders(1) $ 70,752 $ 70,069 $ 81,147 $ 88,225 $ 65,080 Per Common Share Data (basic and diluted): Net (loss) income attributable to common shareholders $ (0.22) $ (0.12) $ (0.16) $ 0.13 $ (0.50) FFO attributable to common shareholders $ 0.29 $ 0.28 $ 0.34 $ 0.34 $ 0.49 Normalized FFO attributable to common shareholders (1) $ 0.30 $ 0.29 $ 0.34 $ 0.37 $ 0.27 Dividends: Annualized dividend declared per common share $ 0.60 $ 0.60 $ 0.60 $ 1.56 $ 1.56 Annualized dividend yield (at end of period) 7.1% 6.5% 7.3% 13.2% 13.3% Normalized FFO attributable to common shareholders payout ratio (1) 50.0% 51.7% 44.1% 105.4% 144.4% (1) Adjusted EBITDAre and Normalized FFO attributable to common shareholders include business management incentive fee expense of $40,642, or $0.17 per share, for the three months ended December 31, 2018. 8

CONDENSED CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share data) As of As of December 31, 2019 December 31, 2018 ASSETS Real estate properties: Land $ 793,123 $ 844,567 Buildings and improvements 6,668,463 7,031,733 Total real estate properties, gross 7,461,586 7,876,300 Accumulated depreciation (1,570,801) (1,534,392) Total real estate properties, net 5,890,785 6,341,908 Assets of properties held for sale 209,570 1,928 Cash and cash equivalents 37,357 54,976 Restricted cash 14,867 15,095 Acquired real estate leases and other intangible assets, net 337,875 419,244 Other assets, net 163,372 327,275 Total assets $ 6,653,826 $ 7,160,426 LIABILITIES AND SHAREHOLDERS' EQUITY Unsecured revolving credit facility $ 537,500 $ 139,000 Unsecured term loans, net 448,741 548,286 Senior unsecured notes, net 1,820,681 2,216,945 Secured debt and capital leases, net 694,739 744,186 Liabilities of properties held for sale 6,758 — Accrued interest 24,060 26,182 Assumed real estate lease obligations, net 76,705 86,304 Other liabilities 167,592 219,653 Total liabilities 3,776,776 3,980,556 Commitments and contingencies Equity: CONDENSED CONSOLIDATED BALANCE SHEETS CONDENSED CONSOLIDATED Equity attributable to common shareholders: Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 237,897,163 and 237,729,900 shares issued and outstanding at December 31, 2019 and 2018, respectively 2,379 2,377 Additional paid in capital 4,612,511 4,611,419 Cumulative net income 2,052,562 2,140,796 Cumulative other comprehensive loss — (266) Cumulative distributions (3,930,933) (3,731,214) Total equity attributable to common shareholders 2,736,519 3,023,112 Noncontrolling interest: Total equity attributable to noncontrolling interest 140,531 156,758 Total equity 2,877,050 3,179,870 Total liabilities and equity $ 6,653,826 $ 7,160,426 9

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (amounts in thousands, except per share data) For the Three Months Ended December 31, For the Year Ended December 31, 2019 2018 2019 2018 Revenues: Rental income $ 147,209 $ 178,680 $ 606,558 $ 700,641 Residents fees and services 108,830 106,542 433,597 416,523 Total revenues 256,039 285,222 1,040,155 1,117,164 Expenses: Property operating expenses 126,572 117,440 489,070 451,581 Depreciation and amortization 69,503 71,935 289,025 286,235 General and administrative 8,741 657 37,028 85,885 Acquisition and certain other transaction related costs 1,893 56 13,102 194 Impairment of assets 73,683 61,273 115,201 66,346 Total expenses 280,392 251,361 943,426 890,241 Gain on sale of properties 17,803 — 39,696 261,916 Dividend income — 923 1,846 2,901 Gains and losses on equity securities, net (422) (106,367) (41,898) (20,724) Interest and other income 351 305 941 667 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $1,440, $1,642, $6,032 and $6,221, respectively) (43,272) (45,506) (180,112) (179,287) Loss on early extinguishment of debt (27) — (44) (22) (Loss) income from continuing operations before income tax expense and equity in (losses) earnings of an investee (49,920) (116,784) (82,842) 292,374 Income tax expense (483) (32) (436) (476) CONSOLIDATED STATEMENTS OF INCOME (LOSS) STATEMENTS CONSOLIDATED Equity in (losses) earnings of an investee (217) (366) 400 516 Net (loss) income (50,620) (117,182) (82,878) 292,414 Net income attributable to noncontrolling interest (1,077) (1,361) (5,356) (5,542) Net (loss) income attributable to common shareholders $ (51,697) $ (118,543) $ (88,234) $ 286,872 Weighted average common shares outstanding (basic) 237,659 237,568 237,604 237,511 Weighted average common shares outstanding (diluted) 237,659 237,573 237,604 237,546 Per common share data (basic and diluted): Net (loss) income attributable to common shareholders $ (0.22) $ (0.50) $ (0.37) $ 1.21 10

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (ADDITIONAL DATA) (dollars in thousands) For the Three Months Ended December 31, For the Year Ended December 31, 2019 2018 2019 2018 Additional Data: General and administrative expenses / total assets (at end of period) (1) 0.1% 0.0% 0.6% 1.2% Business management incentive fees (2) $ — $ (10,066) $ — $ 40,642 Straight line rent included in rental income $ 958 $ 1,720 $ 4,508 $ 10,227 Lease value amortization included in rental income $ 1,869 $ 1,497 $ 6,791 $ 5,787 Non-cash stock based compensation $ 248 $ 556 $ 1,388 $ 2,224 Non-cash amortization included in property operating expenses (3) $ 200 $ 200 $ 797 $ 797 Non-cash amortization included in general and administrative expenses (3) $ 743 $ 743 $ 2,974 $ 2,974 (1) General and administrative expenses include the reversal of $10,066 of previously accrued business management incentive fee expense for the three months ended December 31, 2018 and the recognition of $40,642 of business management incentive fee expense for the year ended December 31, 2018. (2) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, compared to returns for the SNL U.S. REIT Healthcare Index over the applicable measurement period and are included in general and administrative expense in our consolidated statements of income (loss). (3) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR Inc. class A common stock in June 2015. This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to business management fees expense and property management fees expense, which are included in general and administrative expenses and property operating expenses, respectively. On July 1, 2019, we sold our investment in RMR Inc. class A common stock. CONSOLIDATED STATEMENTS OF INCOME (LOSS) (ADDITIONAL DATA) DATA) OF INCOME (LOSS) (ADDITIONAL STATEMENTS CONSOLIDATED 11

CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) For the Year Ended December 31, 2019 2018 Cash flows from operating activities: Net (loss) income $ (82,878) $ 292,414 Adjustments to reconcile net (loss) income to cash provided by operating activities: Depreciation and amortization 289,025 286,235 Amortization of debt premiums, discounts and issuance costs 6,032 6,221 Straight line rental income (4,508) (10,227) Amortization of acquired real estate leases and other intangible assets (6,791) (5,787) Loss on early extinguishment of debt 44 22 Gain on sale of properties (39,696) (261,916) Gains and losses on equity securities, net 41,898 20,724 Impairment of assets 115,201 66,346 Other non-cash adjustments (3,771) (3,772) Equity in earnings of an investee (400) (516) Distribution of earnings from Affiliates Insurance Company 2,574 — Change in assets and liabilities: Other assets 1,794 (3,586) Accrued interest (2,105) 8,195 Other liabilities (50,574) (1,513) Net cash provided by operating activities 265,845 392,840 Cash flows from investing activities: Real estate acquisitions and deposits (50,636) (129,494) CONSOLIDATED STATEMENTS OF CASH FLOWS STATEMENTS CONSOLIDATED Real estate improvements (222,417) (103,804) Proceeds from sale of properties, net 254,241 332,389 Proceeds from sale of RMR Inc. common shares, net 98,557 — Distributions in excess of earnings from Affiliates Insurance Company 6,426 — Net cash provided by investing activities 86,171 99,091 12

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (amounts in thousands) For the Year Ended December 31, 2019 2018 Cash flows from financing activities: Proceeds from issuance of senior unsecured notes, net — 491,560 Proceeds from borrowings on revolving credit facility 994,500 727,000 Repayments of borrowings on revolving credit facility (596,000) (1,184,000) Redemption of senior notes (400,000) — Repayment of unsecured term loan (100,000) — Repayment of other debt (46,345) (107,116) Loss on early extinguishment of debt settled in cash — (150) Payment of debt issuance costs (417) (4,296) Repurchase of common shares (299) (411) Distributions to noncontrolling interest (21,583) (21,022) Distributions to shareholders (199,719) (370,746) Net cash used in financing activities (369,863) (469,181) (Decrease) increase in cash and cash equivalents and restricted cash $ (17,847) $ 22,750 Cash and cash equivalents and restricted cash at beginning of period 70,071 47,321 Cash and cash equivalents and restricted cash at end of period $ 52,224 $ 70,071 Supplemental cash flow information: Interest paid $ 177,308 $ 164,996 Income taxes paid $ 452 $ 474 Non-cash investing activities: Acquisitions funded by assumed debt $ — $ (44,386) Capitalized interest $ 1,124 $ 124 Non-cash financing activities: Assumption of mortgage notes payable $ — $ 44,386 Supplemental disclosure of cash and cash equivalents and restricted cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within our condensed consolidated balance sheets to the amount shown in our consolidated statements of cash flows: As of December 31, CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) STATEMENTS CONSOLIDATED 2019 2018 Cash and cash equivalents $ 37,357 $ 54,976 Restricted cash 14,867 15,095 Total cash and cash equivalents and restricted cash shown in our consolidated statements of cash flows $ 52,224 $ 70,071 13

DEBT SUMMARY (dollars in thousands) As of December 31, 2019 Coupon Interest Principal Maturity Due at Years to Rate Rate (1) Balance (2) Date Maturity Maturity Unsecured Floating Rate Debt: Unsecured revolving credit facility (LIBOR + 120 b.p.) (3) 2.803% 2.803% $ 537,500 1/15/2022 $ 537,500 2.0 Unsecured term loan (LIBOR + 125 b.p.) 2.853% 2.853% 250,000 6/12/2020 250,000 0.4 Unsecured term loan (LIBOR + 135 b.p.) 3.155% 3.155% 200,000 9/28/2022 200,000 2.7 DEBT SUMMARY DEBT SUMMARY Weighted average rate / total unsecured floating rate debt 2.887% 2.887% $ 987,500 $ 987,500 1.8 Unsecured Fixed Rate Debt: Senior notes due 2020 6.750% 6.900% $ 200,000 4/15/2020 $ 200,000 0.3 Senior notes due 2021 6.750% 7.000% 300,000 12/15/2021 300,000 2.0 Senior notes due 2024 4.750% 4.790% 250,000 5/1/2024 250,000 4.3 Senior notes due 2028 4.750% 4.966% 500,000 2/15/2028 500,000 8.1 Senior notes due 2042 5.625% 5.625% 350,000 8/1/2042 350,000 22.6 Senior notes due 2046 6.250% 6.250% 250,000 2/1/2046 250,000 26.1 Weighted average rate / total unsecured fixed rate debt 5.659% 5.779% $ 1,850,000 $ 1,850,000 10.9 Weighted average rate / total unsecured debt 4.694% 4.773% $ 2,837,500 $ 2,837,500 7.8 Secured Fixed Rate Debt: Mortgage - secured by 1 property (4) 7.490% 7.490% 1,426 1/1/2022 61 2.0 Mortgage - secured by 1 property 6.280% 5.170% 12,513 7/1/2022 10,744 2.5 Mortgage - secured by 1 property 4.850% 3.790% 10,958 10/1/2022 10,287 2.8 Mortgage - secured by 2 properties 5.750% 5.110% 16,131 10/6/2022 15,182 2.8 Mortgage - secured by 1 property 6.640% 4.920% 16,056 6/1/2023 14,522 3.4 Capital leases - 2 properties 7.700% 7.700% 8,874 4/30/2026 155 6.3 Mortgages - secured by 1 property (5) 3.530% 3.530% 620,000 8/6/2026 620,000 6.6 Mortgage - secured by 1 property (4) (6) 6.250% 6.250% 1,589 3/1/2026 18 6.2 Mortgage - secured by 1 property 4.444% 4.444% 10,688 7/1/2043 1,698 23.5 Weighted average rate / total secured fixed rate debt 3.804% 3.713% $ 698,235 $ 672,667 6.6 Weighted average rate / total debt 4.518% 4.563% $ 3,535,735 $ 3,510,167 7.5 (1) Includes the effect of mark to market accounting for certain assumed mortgages and premiums and discounts on certain mortgages and unsecured notes. Excludes effects of offering and transaction costs. (2) The principal balances are the amounts stated in the contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts. (3) Represents amount outstanding under our revolving credit facility. Interest rate is as of December 31, 2019 and excludes the 25 basis points facility fee. Upon payment of an extension fee and our meeting certain conditions, we have the option to extend the maturity date by one year. (4) The properties encumbered by these mortgages were classified as held for sale as of December 31, 2019. The associated mortgages are included in liabilities of properties held for sale in our condensed consolidated balance sheets as of December 31, 2019. (5) The life science property encumbered by these mortgages is owned in a joint venture arrangement in which we own a 55% equity interest. The principal amounts listed in the table for these debts have not been adjusted to reflect the equity interests in the joint venture that we do not own. (6) We prepaid this mortgage in February 2020. 14

DEBT MATURITY SCHEDULE (dollars in thousands) As of December 31, 2019 Unsecured Unsecured Secured Floating % of Fixed % of Fixed Rate % of % of Year Rate Debt Total Rate Debt Total Debt (1) (2) Total Total Total 2020 $ 250,000 $ 200,000 $ 3,799 $ 453,799 2021 — 300,000 4,097 304,097 2022 737,500 (3) — 39,372 776,872 2023 — — 16,673 16,673 2024 — 250,000 2,110 252,110 2025 — — 2,295 2,295 DEBT MATURITY SCHEDULE DEBT MATURITY 2026 — — 620,973 620,973 2027 — — 302 302 2028 — 500,000 315 500,315 Thereafter — 600,000 8,299 608,299 Principal balance $ 987,500 $ 1,850,000 $ 698,235 $ 3,535,735 Unamortized debt issuance costs, premiums and discounts (1,259) (29,319) (506) (31,084) Total debt, net $ 986,241 28.1% $ 1,820,681 52.0% $ 697,729 19.9% $ 3,504,651 100.0% (1) Includes $8,874 of capital lease obligations due through April 2026. (2) Includes $3,015 of principal mortgage obligations and $25 of unamortized debt issuance costs for properties classified as held for sale as of December 31, 2019. These debts have been included in liabilities of properties held for sale in our condensed consolidated balance sheets as of December 31, 2019. (3) Includes $537,500 outstanding under our revolving credit facility at December 31, 2019. Upon payment of an extension fee and our meeting certain conditions, we have the option to extend the maturity date by one year. 15

LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS As of and For the Three Months Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 Leverage Ratios: Net debt / total gross assets 42.5% 42.4% 42.9% 42.8% 41.7% Net debt / gross book value of real estate assets 41.5% 41.8% 42.9% 43.0% 42.1% Secured debt / total assets 10.5% 10.1% 9.9% 10.4% 10.4% Variable rate debt / net debt 28.2% 31.3% 33.1% 20.8% 19.0% Coverage Ratios: Net debt / annualized Adjusted EBITDAre (1) 7.3x 7.4x 6.9x 6.6x 6.4x Adjusted EBITDAre (1) / interest expense 2.8x 2.7x 2.9x 3.1x 2.6x Public Debt Covenants: Total debt / adjusted total assets - allowable maximum 60.0% 42.4% 42.6% 43.1% 43.0% 42.2% Secured debt / adjusted total assets - allowable maximum 40.0% 8.4% 8.1% 8.0% 8.5% 8.5% Consolidated income available for debt service / debt service - required minimum 1.50x 2.84x 2.74x 2.97x 3.02x 3.83x Total unencumbered assets / unsecured debt - required minimum 150.0% 247.4% 245.0% 241.4% 243.3% 249.6% (1) Adjusted EBITDAre includes business management incentive fee expense of $40,642 for the three months ended December 31, 2018. Excluding business management incentive fee expense, net debt / annualized Adjusted EBITDAre and Adjusted EBITDAre / interest expense would have been 5.9x and 3.5x, respectively, for the three months ended December 31, 2018. LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS COVERAGE RATIOS LEVERAGE RATIOS, 16

SUMMARY OF CAPITAL EXPENDITURES (dollars and sq. ft. in thousands, except per sq. ft. and unit data) For the Three Months Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 Office Portfolio tenant improvements $ 5,328 $ 2,584 $ 2,008 $ 5,000 $ 4,283 Office Portfolio leasing costs 4,303 2,038 1,144 4,132 845 Office Portfolio building improvements 7,502 5,673 2,929 995 6,665 SHOP fixed assets and capital improvements 5,400 4,997 3,487 3,312 3,518 Recurring capital expenditures (1) $ 22,533 $ 15,292 $ 9,568 $ 13,439 $ 15,311 Office Portfolio avg. sq. ft. during period 12,029 12,276 12,460 12,574 12,600 SHOP avg. units managed for our account during period (2) 10,253 10,126 9,925 9,766 9,641 Office Portfolio building improvements per avg. sq. ft. during period $ 0.62 $ 0.46 $ 0.24 $ 0.08 $ 0.53 SHOP fixed assets and capital improvements per avg. unit during period (2) $ 527 $ 493 $ 351 $ 339 $ 365 SUMMARY OF CAPITAL EXPENDITURES OF CAPITAL SUMMARY Development, redevelopment and other activities - Office Portfolio $ 7,199 $ 8,220 $ 9,285 $ 6,059 $ 6,924 Development, redevelopment and other activities - SHOP (3) (4) 21,091 18,701 73,507 31,658 10,351 Total development, redevelopment and other activities (1) $ 28,290 $ 26,921 $ 82,792 $ 37,717 $ 17,275 (1) During the three months ended December 31, 2019, we invested $190 in revenue producing capital improvements at certain of our triple net leased senior living communities leased to private operators, and as a result, annual rents payable to us increased by approximately $11 pursuant to the terms of the applicable leases. These capital improvements are not included in the table above. (2) Represents senior living communities that Five Star managed for our account, but excludes properties leased during that period. (3) Includes capital improvements for both communities leased to Five Star and operated for our account under management agreements with Five Star. (4) Pursuant to the restructuring of our business arrangements with Five Star, or the Restructuring Transaction, we purchased $49,155 of fixed assets and capital improvements related to certain of our senior living communities that we then leased to Five Star during the three months ended June 30, 2019. 17

PROPERTY ACQUISITIONS / DISPOSITIONS INFORMATION SINCE JANUARY 1, 2019 (dollars in thousands) Acquisitions: (1) Gross Gross Purchase Date Number of Purchase Price per Initial Lease / Acquired Location Type of Property Buildings Units Price Unit Cap Rate (2) Tenant 12/20/2019 Plano, TX Active Adult Rental Communities 1 169 $ 50,300 $ 298 5.0% Our TRS Dispositions: (3) Number of Gross Sales Date Sold Location Type of Property Buildings Price 2/21/2019 Alachua, FL Life Science 1 $ 2,900 3/28/2019 Millbury, MA Medical Office 1 75 5/1/2019 Various Skilled Nursing Facility 3 21,500 5/9/2019 Thornton, CO Medical Office 1 2,590 6/3/2019 Milford, MA Medical Office 1 925 6/5/2019 Worcester, MA Medical Office 2 3,659 6/14/2019 Various Medical Office 2 1,748 6/19/2019 Westborough, MA Medical Office 2 1,710 7/17/2019 Worcester, MA Medical Office 1 2,750 7/18/2019 Spencer, MA Medical Office 1 605 7/25/2019 Worcester, MA Medical Office 1 1,600 8/23/2019 Leominster, MA Medical Office 1 2,221 9/17/2019 Various Skilled Nursing Facility 15 8,000 9/20/2019 Auburn, MA Medical Office 1 2,750 10/2/2019 Various Independent Living / Skilled 3 10,500 Nursing Facility 10/4/2019 Bridgewater, NJ Life Science 1 47,500 12/3/2019 Atlanta, GA Medical Office 1 14,000 12/19/2019 Redmond, WA Independent Living 1 32,500 12/27/2019 Various Assisted Living 7 103,250 1/27/2020 Various Medical Office 6 5,925 2/25/2020 Horsham, PA Medical Office 1 2,900 Total Dispositions 53 $ 269,608 (1) In January 2020, we also acquired a land parcel adjacent to a life science property we own in Tempe, Arizona for $2.6 million, excluding closing costs. That acquisition is not included in the table listing acquisitions on this page. PROPERTY ACQUISITIONS / DISPOSITIONS INFORMATION SINCE JANUARY 1, 2019 SINCE JANUARY ACQUISITIONS / DISPOSITIONS INFORMATION PROPERTY (2) Represents the ratio of the estimated GAAP based annual revenue, excluding the impact of above and below market lease amortization, less estimated annual property operating expenses, if any, and excluding depreciation and amortization expense, to the purchase price on the date of acquisition, including the principal amount of any assumed debt and excluding acquisition costs. (3) As of February 28, 2020, we have 52 properties under agreements to sell or in first or second round offer stages for an aggregate sales price of approximately $539,679, excluding closing costs. These sales are subject to various conditions; as a result, these sales may not occur, they may be delayed or their terms may change. 18

CALCULATION AND RECONCILIATION OF NOI AND CASH BASIS NOI (amounts in thousands) For the Three Months Ended For the Year Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 12/31/2019 12/31/2018 Calculation of NOI and Cash Basis NOI: Revenues: Rental income $ 147,209 $ 148,011 $ 153,097 $ 158,241 $ 178,680 $ 606,558 $ 700,641 Residents fees and services 108,830 107,816 108,906 108,045 106,542 433,597 416,523 Total revenues 256,039 255,827 262,003 266,286 285,222 1,040,155 1,117,164 Property operating expenses (126,572) (125,083) (120,193) (117,222) (117,440) (489,070) (451,581) Property NOI 129,467 130,744 141,810 149,064 167,782 551,085 665,583 Non-cash straight line rent adjustments (958) (1,186) (430) (1,934) (1,720) (4,508) (10,227) Lease value amortization (1,869) (1,842) (1,555) (1,525) (1,497) (6,791) (5,787) Non-cash amortization included in property operating expenses (1) (200) (199) (199) (199) (200) (797) (797) Cash Basis NOI $ 126,440 $ 127,517 $ 139,626 $ 145,406 $ 164,365 $ 538,989 $ 648,772 Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI: Net (loss) income $ (50,620) $ (27,946) $ (35,816) $ 31,504 $ (117,182) $ (82,878) $ 292,414 Equity in losses (earnings) of an investee 217 (83) (130) (404) 366 (400) (516) Income tax expense (benefit) 483 (146) (35) 134 32 436 476 Loss on early extinguishment of debt 27 — 17 — — 44 22 Interest expense 43,272 44,817 46,412 45,611 45,506 180,112 179,287 Interest and other income (351) (238) (238) (114) (305) (941) (667) Losses (gains) on equity investments, net 422 (40) 64,448 (22,932) 106,367 41,898 20,724 Dividend income — — (923) (923) (923) (1,846) (2,901) (Gain) loss on sale of properties (17,803) (4,183) (17,832) 122 — (39,696) (261,916) Impairment of assets 73,683 33,099 2,213 6,206 61,273 115,201 66,346 Acquisition and certain other transaction related costs 1,893 2,492 903 7,814 56 13,102 194 CALCULATION AND RECONCILIATION OF NOI AND CASH BASIS NOI OF NOI AND RECONCILIATION CALCULATION General and administrative 8,741 9,604 8,867 9,816 657 37,028 85,885 Depreciation and amortization 69,503 73,368 73,924 72,230 71,935 289,025 286,235 Property NOI 129,467 130,744 141,810 149,064 167,782 551,085 665,583 Non-cash amortization included in property operating expenses (1) (200) (199) (199) (199) (200) (797) (797) Lease value amortization (1,869) (1,842) (1,555) (1,525) (1,497) (6,791) (5,787) Non-cash straight line rent adjustments (958) (1,186) (430) (1,934) (1,720) (4,508) (10,227) Cash Basis NOI $ 126,440 $ 127,517 $ 139,626 $ 145,406 $ 164,365 $ 538,989 $ 648,772 (1) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR Inc. class A common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses. On July 1, 2019, we sold our investment in RMR Inc. class A common stock. 19

NOI AND CASH BASIS NOI (dollars in thousands) For the Three Months Ended For the Year Ended 12/31/2019 12/31/2018 % Change 12/31/2019 12/31/2018 % Change NOI: Life Science $ 33,285 $ 37,511 (11.3)% $ 144,525 $ 149,760 (3.5)% Medical Office 30,653 32,846 (6.7)% 128,143 135,321 (5.3)% Total Office Portfolio 63,938 70,357 (9.1)% 272,668 285,081 (4.4)% NOI AND CASH BASIS NOI NOI SHOP 48,167 79,475 (39.4)% 214,773 305,296 (29.7)% Non-Segment 17,362 17,950 (3.3)% 63,644 75,206 (15.4)% Total $ 129,467 $ 167,782 (22.8)% $ 551,085 $ 665,583 (17.2)% Cash Basis NOI: Life Science $ 31,131 $ 33,980 (8.4)% $ 135,306 $ 135,519 (0.2)% Medical Office 29,949 33,032 (9.3)% 126,000 135,010 (6.7)% Total Office Portfolio 61,080 67,012 (8.9)% 261,306 270,529 (3.4)% SHOP 48,167 79,475 (39.4)% 214,773 305,296 (29.7)% Non-Segment 17,193 17,878 (3.8)% 62,910 72,947 (13.8)% Total $ 126,440 $ 164,365 (23.1)% $ 538,989 $ 648,772 (16.9)% 20

SAME PROPERTY NOI AND CASH BASIS NOI (dollars in thousands) For the Three Months Ended For the Year Ended 12/31/2019 12/31/2018 % Change 12/31/2019 12/31/2018 % Change NOI: Life Science $ 31,273 $ 32,495 (3.8)% $ 121,216 $ 123,279 (1.7)% Medical Office 28,601 29,210 (2.1)% 113,992 117,113 (2.7)% Total Office Portfolio 59,874 61,705 (3.0)% 235,208 240,392 (2.2)% SHOP 48,209 76,621 (37.1)% 207,406 292,945 (29.2)% Non-Segment 14,177 13,963 1.5 % 49,446 48,928 1.1 % Total $ 122,260 $ 152,289 (19.7)% $ 492,060 $ 582,265 (15.5)% Cash Basis NOI: Life Science $ 29,502 $ 28,670 2.9 % $ 112,461 $ 108,410 3.7 % Medical Office 27,989 29,176 (4.1)% 112,245 115,698 (3.0)% Total Office Portfolio 57,491 57,846 (0.6)% 224,706 224,108 0.3 % SHOP 48,209 76,621 (37.1)% 207,406 292,945 (29.2)% SAME PROPERTY NOI AND CASH BASIS NOI NOI SAME PROPERTY Non-Segment 14,008 13,744 1.9 % 48,711 47,297 3.0 % Total $ 119,708 $ 148,211 (19.2)% $ 480,823 $ 564,350 (14.8)% 21

CALCULATION AND RECONCILIATION OF NOI, CASH BASIS NOI, SAME PROPERTY NOI AND SAME PROPERTY CASH BASIS NOI BY SEGMENT 2018 (dollars in thousands) AND For the Three Months Ended December 31, 2019 For the Three Months Ended December 31, 2018 Calculation of NOI and Cash Basis NOI: Office Portfolio SHOP Non-Segment Total Office Portfolio SHOP Non-Segment Total Rental income / residents fees and services $ 97,400 $ 141,277 $ 17,362 $ 256,039 $ 103,316 $ 163,956 $ 17,950 $ 285,222 Property operating expenses (33,462) (93,110) — (126,572) (32,959) (84,481) — (117,440) Property NOI $ 63,938 $ 48,167 $ 17,362 $ 129,467 $ 70,357 $ 79,475 $ 17,950 $ 167,782 DECEMBER 31, 2019 NOI change (9.1)% (39.4)% (3.3)% (22.8)% Property NOI $ 63,938 $ 48,167 $ 17,362 $ 129,467 $ 70,357 $ 79,475 $ 17,950 $ 167,782 Less: Non-cash straight line rent adjustments 845 — 113 958 1,703 — 17 1,720 Lease value amortization 1,813 — 56 1,869 1,442 — 55 1,497 Non-cash amortization included in property operating expenses (1) 200 — — 200 200 — — 200 Cash Basis NOI $ 61,080 $ 48,167 $ 17,193 $ 126,440 $ 67,012 $ 79,475 $ 17,878 $ 164,365 Cash Basis NOI change (8.9)% (39.4)% (3.8)% (23.1)% Reconciliation of NOI to Same Property NOI: Property NOI $ 63,938 $ 48,167 $ 17,362 $ 129,467 $ 70,357 $ 79,475 $ 17,950 $ 167,782 Less: NOI not included in same property 4,064 (42) 3,185 7,207 8,652 2,854 3,987 15,493 Same property NOI $ 59,874 $ 48,209 $ 14,177 $ 122,260 $ 61,705 $ 76,621 $ 13,963 $ 152,289 Same property NOI change (3.0)% (37.1)% 1.5 % (19.7)% Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI $ 59,874 $ 48,209 $ 14,177 $ 122,260 $ 61,705 $ 76,621 $ 13,963 $ 152,289 Less: Non-cash straight line rent adjustments 364 — 114 478 2,030 — 164 2,194 Lease value amortization 1,836 — 55 1,891 1,655 — 55 1,710 Non-cash amortization included in property operating expenses (1) 183 — — 183 174 — — 174 BASIS NOI BY SEGMENT FOR THE THREE MONTHS ENDED BASIS NOI BY Same property cash basis NOI $ 57,491 $ 48,209 $ 14,008 $ 119,708 $ 57,846 $ 76,621 $ 13,744 $ 148,211 Same property cash basis NOI change (0.6)% (37.1)% 1.9 % (19.2)% (1) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR Inc. class A common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses. On July 1, 2019, we sold our investment in RMR Inc. class A common stock. CALCULATION AND RECONCILIATION OF NOI, CASH BASIS NOI, SAME PROPERTY NOI AND SAME PROPERTY CASH AND SAME PROPERTY NOI OF NOI, CASH BASIS SAME PROPERTY AND RECONCILIATION CALCULATION 22

CALCULATION AND RECONCILIATION OF NOI, CASH BASIS NOI, SAME PROPERTY NOI AND SAME PROPERTY CASH BASIS NOI BY SEGMENT 2018 (dollars in thousands) AND For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 Calculation of NOI and Cash Basis NOI: Office Portfolio SHOP Non-Segment Total Office Portfolio SHOP Non-Segment Total Rental income / residents fees and services $ 405,016 $ 571,495 $ 63,644 $ 1,040,155 $ 412,813 $ 629,145 $ 75,206 $ 1,117,164 Property operating expenses (132,348) (356,722) — (489,070) (127,732) (323,849) — (451,581) Property NOI $ 272,668 $ 214,773 $ 63,644 $ 551,085 $ 285,081 $ 305,296 $ 75,206 $ 665,583 NOI change (4.4)% (29.7)% (15.4)% (17.2)% DECEMBER 31, 2019 Property NOI $ 272,668 $ 214,773 $ 63,644 $ 551,085 $ 285,081 $ 305,296 $ 75,206 $ 665,583 Less: Non-cash straight line rent adjustments 3,996 — 512 4,508 8,189 — 2,038 10,227 Lease value amortization 6,569 — 222 6,791 5,566 — 221 5,787 Non-cash amortization included in property operating expenses (1) 797 — — 797 797 — — 797 Cash Basis NOI $ 261,306 $ 214,773 $ 62,910 $ 538,989 $ 270,529 $ 305,296 $ 72,947 $ 648,772 Cash Basis NOI change (3.4)% (29.7)% (13.8)% (16.9)% Reconciliation of NOI to Same Property NOI: Property NOI $ 272,668 $ 214,773 $ 63,644 $ 551,085 $ 285,081 $ 305,296 $ 75,206 $ 665,583 Less: NOI not included in same property 37,460 7,367 14,198 59,025 44,689 12,351 26,278 83,318 Same property NOI $ 235,208 $ 207,406 $ 49,446 $ 492,060 $ 240,392 $ 292,945 $ 48,928 $ 582,265 Same property NOI change (2.2)% (29.2)% 1.1 % (15.5)% Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI $ 235,208 $ 207,406 $ 49,446 $ 492,060 $ 240,392 $ 292,945 $ 48,928 $ 582,265 Less: BASIS NOI BY SEGMENT FOR THE YEARS ENDED SEGMENT FOR THE BASIS NOI BY Non-cash straight line rent adjustments 2,533 — 514 3,047 8,954 — 1,410 10,364 Lease value amortization 7,255 — 221 7,476 6,631 — 221 6,852 Non-cash amortization included in property operating expenses (1) 714 — — 714 699 — — 699 Same property cash basis NOI $ 224,706 $ 207,406 $ 48,711 $ 480,823 $ 224,108 $ 292,945 $ 47,297 $ 564,350 Same property cash basis NOI change 0.3 % (29.2)% 3.0 % (14.8)% (1) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR Inc. class A common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses. On July 1, 2019, we sold our investment in RMR Inc. class A common stock. CALCULATION AND RECONCILIATION OF NOI, CASH BASIS NOI, SAME PROPERTY NOI AND SAME PROPERTY CASH AND SAME PROPERTY NOI OF NOI, CASH BASIS SAME PROPERTY AND RECONCILIATION CALCULATION 23

re CALCULATION AND RECONCILIATION OF EBITDA, EBITDAre AND ADJUSTED EBITDAre (amounts in thousands) For the Three Months Ended For the Year Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 12/31/2019 12/31/2018 Net (loss) income $ (50,620) $ (27,946) $ (35,816) $ 31,504 $ (117,182) $ (82,878) $ 292,414 AND ADJUSTED EBITDA AND Interest expense 43,272 44,817 46,412 45,611 45,506 180,112 179,287 re Income tax expense (benefit) 483 (146) (35) 134 32 436 476 Depreciation and amortization 69,503 73,368 73,924 72,230 71,935 289,025 286,235 EBITDA 62,638 90,093 84,485 149,479 291 386,695 758,412 (Gain) loss on sale of properties (17,803) (4,183) (17,832) 122 — (39,696) (261,916) Impairment of assets 73,683 33,099 2,213 6,206 61,273 115,201 66,346 EBITDAre 118,518 119,009 68,866 155,807 61,564 462,200 562,842 General and administrative expense paid in common shares (1) 248 533 392 215 556 1,388 2,224 Estimated business management incentive fees (2) — — — — (50,708) — — Acquisition and certain other transaction related costs 1,893 2,492 903 7,814 56 13,102 194 Loss on early extinguishment of debt 27 — 17 — — 44 22 Losses (gains) on equity securities, net (3) 422 (40) 64,448 (22,932) 106,367 41,898 20,724 Adjusted EBITDAre $ 121,108 $ 121,994 $ 134,626 $ 140,904 $ 117,835 $ 518,632 $ 586,006 (1) Amounts represent equity compensation awarded to our Trustees, officers and certain other employees of RMR LLC. (2) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our consolidated statements of income (loss). In calculating net income (loss) in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss), we do not include these amounts in the calculation of Adjusted EBITDAre until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. Adjusted EBITDAre includes business management incentive fee expense of $40,642 for both the three months and year ended December 31, 2018. (3) (Gains) losses on equity securities, net, represent the adjustment required to adjust the carrying value of our investment in Five Star common stock and our former investment in RMR Inc. class A common stock to their fair value as of the end of the period. On July 1, 2019, we sold our investment in RMR Inc. class A common stock. CALCULATION AND RECONCILIATION OF EBITDA, EBITDA AND RECONCILIATION CALCULATION 24

CALCULATION AND RECONCILIATION OF FFO AND NORMALIZED FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS (amounts in thousands, except per share data) For the Three Months Ended For the Year Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 12/31/2019 12/31/2018 Net (loss) income attributable to common shareholders $ (51,697) $ (29,390) $ (37,229) $ 30,082 $ (118,543) $ (88,234) $ 286,872 Depreciation and amortization 69,503 73,368 73,924 72,230 71,935 289,025 286,235 FFO attributable to noncontrolling interest (5,276) (5,277) (5,297) (5,297) (5,300) (21,147) (21,200) (Gain) loss on sale of properties (17,803) (4,183) (17,832) 122 — (39,696) (261,916) Impairment of assets 73,683 33,099 2,213 6,206 61,273 115,201 66,346 Losses (gains) on equity securities, net (1) 422 (40) 64,448 (22,932) 106,367 41,898 20,724 FFO attributable to common shareholders 68,832 67,577 80,227 80,411 115,732 297,047 377,061 Estimated business management incentive fees (2) — — — — (50,708) — — Acquisition and certain other transaction related costs 1,893 2,492 903 7,814 56 13,102 194 Loss on early extinguishment of debt 27 — 17 — — 44 22 Normalized FFO attributable to common shareholders $ 70,752 $ 70,069 $ 81,147 $ 88,225 $ 65,080 $ 310,193 $ 377,277 Weighted average common shares outstanding (basic) 237,659 237,608 237,580 237,568 237,568 237,604 237,511 Weighted average common shares outstanding (diluted) 237,659 237,608 237,580 237,600 237,573 237,604 237,546 ATTRIBUTABLE TO COMMON SHAREHOLDERS TO ATTRIBUTABLE Per Common Share Data (basic and diluted): Net (loss) income attributable to common shareholders $ (0.22) $ (0.12) $ (0.16) $ 0.13 $ (0.50) $ (0.37) $ 1.21 FFO attributable to common shareholders $ 0.29 $ 0.28 $ 0.34 $ 0.34 $ 0.49 $ 1.25 $ 1.59 Normalized FFO attributable to common shareholders $ 0.30 $ 0.29 $ 0.34 $ 0.37 $ 0.27 $ 1.31 $ 1.59 (1) (Gains) losses on equity securities, net, represent the adjustment required to adjust the carrying value of our investment in Five Star common stock and our former investment in RMR Inc. class A common stock to their fair value as of the end of the period. On July 1, 2019, we sold our investment in RMR Inc. class A common stock. (2) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our consolidated statements of income (loss). In calculating net income (loss) attributable to common shareholders in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss) attributable to common shareholders, we do not include these amounts in the calculation of Normalized FFO attributable to common shareholders until the fourth quarter, when the amount of business management incentive fee expense for the calendar year, if any, is determined. Normalized FFO attributable to common shareholders includes business management incentive fee expense of $40,642 for both the three months and year ended December 31, 2018. CALCULATION AND RECONCILIATION OF FFO AND NORMALIZED FFO OF FFO AND RECONCILIATION CALCULATION 25

26 26

PORTFOLIO SUMMARY BY GEOGRAPHIC DIVERSIFICATION AND PROPERTY TYPE Geographic Diversification Property Type(1) (2) (based on Gross Book Value of Real Estate Assets as of December 31, 2019) (based on Q4 2019 NOI) IL: 3% VA: 3% Wellness NC: 3% Centers: 4% WI: 4% MD: 4% Independent GA: 5% Living: 22% Medical Office: 24% TX: 8% 29 Other States + D.C.: 36% FL: 8% Assisted Living: 21% Life Science: CA: 10% 26% MA: 16% SNFs: 3% (1) Senior living communities are categorized by the type of living units which constitute a majority of the living units at the community. (2) Memory care communities are classified as assisted living communities. 27 PORTFOLIO SUMMARY BY GEOGRAPHIC DIVERSIFICATION AND PROPERTY TYPE AND PROPERTY GEOGRAPHIC DIVERSIFICATION BY PORTFOLIO SUMMARY

PORTFOLIO SUMMARY (dollars in thousands, except investment per unit or square foot) As of December 31, 2019 % of Total % of % of Square Feet Gross Book Gross Book Investment Per Q4 2019 Q4 2019 Number of or Number of Value of Real Value of Real Square Foot Q4 2019 Total Q4 2019 Total Properties Units Estate Assets (1) Estate Assets or Unit (2) Revenues (3) (4) Revenues NOI (3) (4) NOI Life science 34 4,532,058 $ 1,880,860 22.3% $ 415 $ 45,379 17.7% $ 33,285 25.7% Medical office 104 7,346,363 1,859,392 22.1% $ 253 52,021 20.3% 30,653 23.7% Subtotal Office Portfolio (5) 138 11,878,421 sq. ft. 3,740,252 44.4% $ 315 97,400 38.0% 63,938 49.4% SHOP (6) 244 29,013 units 4,207,021 50.0% $ 145,005 141,277 55.2% 48,167 37.2% Other triple net leased senior living communities 32 2,605 units 295,240 3.5% $ 113,336 12,687 5.0% 12,687 9.8% PORTFOLIO SUMMARY Wellness centers 10 812,000 sq. ft. 178,110 2.1% $ 219 4,675 1.8% 4,675 3.6% Total 424 $ 8,420,623 100.0% $ 256,039 100.0% $ 129,467 100.0% (1) Includes 33 properties with gross book value of real estate assets of $264,367, which are classified as held for sale in our condensed consolidated balance sheet as of December 31, 2019. (2) Represents gross book value of real estate assets divided by number of rentable square feet or living units, as applicable, at December 31, 2019. (3) Includes $3,502 of revenues and $3,457 of NOI from properties sold during the three months ended December 31, 2019. (4) Includes $13,416 of revenues and $6,229 of NOI from properties classified as held for sale in our condensed consolidated balance sheet as of December 31, 2019. (5) Our medical office and life science property leases include some triple net leases where, in addition to paying fixed rents, the tenants assume the obligation to operate and maintain the properties at their expense, and some net and modified gross leases where we are responsible for the operation and maintenance of the properties and we charge tenants for some or all of the property operating costs. A small percentage of our medical office and life science property leases are full-service leases where we receive fixed rent from our tenants and no reimbursement for our property operating costs. (6) Includes communities that were leased to Five Star and communities that were managed by Five Star for our account as of December 31, 2019. Pursuant to the Restructuring Transaction, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with new management and omnibus agreements, or the New Management Agreements, as of January 1, 2020, for all of our senior living communities operated by Five Star. 28

OCCUPANCY As of and For the Twelve Months Ended (1) 9/30/2019 6/30/2019 3/31/2019 12/31/2018 9/30/2018 Life science 94.5% 97.9% 97.8% 99.0% 98.8% Medical office 90.9% 89.1% 91.7% 91.7% 93.6% OCCUPANCY Weighted average occupancy Office Portfolio (2) 92.3% 92.5% 94.0% 94.5% 95.6% SHOP (3) (4) 85.7% 86.1% 86.3% 86.2% 86.1% Other triple net leased senior living communities (3) 88.2% 87.1% 87.3% 88.2% 88.4% Wellness centers 100.0% 100.0% 100.0% 100.0% 100.0% (1) Operating data for the multi-tenant office portfolio is presented as of the end of the period shown; operating data for other tenants is presented for the 12 month period ended on the dates shown, or the most recent prior 12 month period for which tenant and manager operating results are available to us. (2) Medical office and life science occupancy data is as of quarter end and includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. Office Portfolio weighted average occupancy as of December 31, 2019 was 92.2%. (3) Excludes data for periods prior to our ownership of certain properties, as well as properties sold or classified as held for sale, or for which there was a transfer of operations during the periods presented. (4) Includes only those senior living communities owned and managed for our account during the periods presented. Occupancy for the 12 month period ended or, if shorter, from the date of acquisition through December 31, 2019, was 85.1%. Pursuant to the Restructuring Transaction, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements as of January 1, 2020. All tenant operating data presented is based upon the operating results provided by our tenants for the indicated periods. We report our operating data one quarter in arrears as this is the most recent prior period for which tenant operating results are available to us from our tenants. We have not independently verified tenant operating data. 29

UNIT COUNT AND RENT COVERAGE SHOP Unit Count as of December 31, 2019 (1): Independent Living and Active Adult units: 10,800: 37.2% Assisted SNF units: Living units: 3,491: 12.0% 11,441: 39.4% Memory Care units: 3,281: 11.4% UNIT COUNT AND RENT COVERAGE UNIT COUNT Rent Coverage (2): As of and For the Twelve Months Ended 9/30/2019 6/30/2019 3/31/2019 12/31/2018 9/30/2018 Other triple net leased senior living communities 1.65x 1.67x 1.69x 1.71x 1.74x Wellness centers 1.83x 1.87x 1.93x 1.99x 2.03x Total 1.72x 1.75x 1.78x 1.82x 1.85x (1) Unit count is by the type of living units at our senior living communities within our SHOP segment. (2) Excludes data for periods prior to our ownership of certain properties, as well as properties sold or classified as held for sale, or for which there was a transfer of operations from one operator to another during the periods presented. All tenant operating data presented is based upon the operating results provided by our tenants for the indicated periods. We report our operating data one quarter in arrears as this is the most recent prior period for which tenant operating results are available to us from our tenants. We have not independently verified tenant operating data. 30

) OFFICE PORTFOLIO SEGMENT - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) 2018 As of and For the Three Months Ended December 31, 2019 As of and For the Three Months Ended December 31, 2018 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio AND Number of Buildings 34 104 138 36 119 155 Square Feet (1) 4,532 7,346 11,878 4,798 7,802 12,600 Occupancy (2) 94.2 % 91.0 % 92.2 % 99.0% 91.7% 94.5% Rental Income $ 45,379 $ 52,021 $ 97,400 $ 49,480 $ 53,836 $ 103,316 NOI $ 33,285 $ 30,653 $ 63,938 $ 37,511 $ 32,846 $ 70,357 Cash Basis NOI $ 31,131 $ 29,949 $ 61,080 $ 33,980 $ 33,032 $ 67,012 NOI Margin % 73.3 % 58.9 % 65.6 % 75.8% 61.0% 68.1% Cash Basis NOI Margin % 71.9 % 58.2 % 64.5 % 73.8% 61.0% 66.9% NOI % Change (11.3)% (6.7)% (9.1)% DECEMBER 31, 2019 Cash Basis NOI % Change (8.4)% (9.3)% (8.9)% OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended December 31, 2019 As of and For the Three Months Ended December 31, 2018 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Buildings 29 85 114 29 85 114 Square Feet (1) 4,170 6,669 10,839 4,170 6,658 10,828 Occupancy (3) 97.6 % 91.8 % 94.1 % 99.5% 92.3% 95.1% Rental Income $ 43,172 $ 48,184 $ 91,356 $ 43,695 $ 48,060 $ 91,755 NOI $ 31,273 $ 28,601 $ 59,874 $ 32,495 $ 29,210 $ 61,705 Cash Basis NOI $ 29,502 $ 27,989 $ 57,491 $ 28,670 $ 29,176 $ 57,846 (THREE MONTHS ENDED NOI Margin % 72.4 % 59.4 % 65.5 % 74.4% 60.8% 67.2% Cash Basis NOI Margin % 71.1 % 58.7 % 64.5 % 71.8% 60.6% 65.7% NOI % Change (3.8)% (2.1)% (3.0)% Cash Basis NOI % Change 2.9 % (4.1)% (0.6)% (1) Prior periods exclude space remeasurements made subsequent to those periods. (2) Occupancy includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. (3) Occupancy includes (i) space which is leased but is not occupied or is being offered for sublease by tenants and (ii) space being fitted out for occupancy. OFFICE PORTFOLIO SEGMENT AND SAME PROPERTY - RESULTS OF OPERATIONS - RESULTS AND SAME PROPERTY OFFICE PORTFOLIO SEGMENT 31

) OFFICE PORTFOLIO SEGMENT - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) 2018 As of and For the Year Ended December 31, 2019 As of and For the Year Ended December 31, 2018 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio AND Number of Buildings 34 104 138 36 119 155 Square Feet (1) 4,532 7,346 11,878 4,798 7,802 12,600 Occupancy (2) 94.2 % 91.0 % 92.2 % 99.0% 91.7% 94.5% Rental Income $ 192,531 $ 212,485 $ 405,016 $ 195,977 $ 216,836 $ 412,813 NOI $ 144,525 $ 128,143 $ 272,668 $ 149,760 $ 135,321 $ 285,081 Cash Basis NOI $ 135,306 $ 126,000 $ 261,306 $ 135,519 $ 135,010 $ 270,529 NOI Margin % 75.1 % 60.3 % 67.3 % 76.4% 62.4% 69.1% Cash Basis NOI Margin % 73.7 % 59.8 % 66.2 % 74.4% 62.2% 67.8% NOI % Change (3.5)% (5.3)% (4.4)% DECEMBER 31, 2019 Cash Basis NOI % Change (0.2)% (6.7)% (3.4)% OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Year Ended December 31, 2019 As of and For the Year Ended December 31, 2018 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Buildings 27 83 110 27 83 110 (1) (YEARS ENDED Square Feet 3,852 6,451 10,303 3,851 6,440 10,291 Occupancy (3) 97.4 % 91.7 % 93.9 % 99.5% 92.2% 94.9% Rental Income $ 164,069 $ 187,933 $ 352,002 $ 163,409 $ 188,680 $ 352,089 NOI $ 121,216 $ 113,992 $ 235,208 $ 123,279 $ 117,113 $ 240,392 Cash Basis NOI $ 112,461 $ 112,245 $ 224,706 $ 108,410 $ 115,698 $ 224,108 NOI Margin % 73.9 % 60.7 % 66.8 % 75.4% 62.1% 68.3% Cash Basis NOI Margin % 72.3 % 60.2 % 65.7 % 72.8% 61.7% 66.6% NOI % Change (1.7)% (2.7)% (2.2)% Cash Basis NOI % Change 3.7 % (3.0)% 0.3 % (1) Prior periods exclude space remeasurements made subsequent to those periods. (2) Occupancy includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. (3) Occupancy includes (i) space which is leased but is not occupied or is being offered for sublease by tenants and (ii) space being fitted out for occupancy. OFFICE PORTFOLIO SEGMENT AND SAME PROPERTY - RESULTS OF OPERATIONS - RESULTS AND SAME PROPERTY OFFICE PORTFOLIO SEGMENT 32

SHOP SEGMENT - RESULTS OF OPERATIONS (dollars in thousands, except average monthly rate) As of and For the Three Months Ended December 31, As of and For the Year Ended December 31, 2019 2018 2019 2018 Number of Properties (1) 244 260 244 260 Number of Units (1) 29,013 29,745 29,013 29,745 Occupancy (2) 83.9 % 85.8% 85.0 % 86.1% Average Monthly Rate (2) $ 4,161 $ 4,149 $ 4,179 $ 4,214 Average Monthly Rate % Change 0.3 % (0.8)% Residents Fees and Services $ 108,830 $ 106,542 $ 433,597 $ 416,523 Rental Income 32,447 57,414 137,898 212,622 Property Operating Expenses (93,110) (84,481) (356,722) (323,849) NOI $ 48,167 $ 79,475 $ 214,773 $ 305,296 NOI Margin % 34.1 % 48.5% 37.6 % 48.5% NOI % Change (39.4)% (29.7)% SHOP SEGMENT SAME PROPERTY - RESULTS OF OPERATIONS (dollars in thousands, except average monthly rate) As of and For the Three Months Ended December 31, As of and For the Year Ended December 31, 2019 2018 2019 2018 Number of Properties 229 229 224 224 Number of Units 26,617 26,617 26,065 26,065 Occupancy (2) 84.7 % 86.9% 85.7 % 86.3% Average Monthly Rate (2) $ 4,222 $ 4,183 $ 4,276 $ 4,270 Average Monthly Rate % Change 0.9 % 0.1 % Residents Fees and Services $ 99,007 $ 99,711 $ 377,782 $ 379,340 Rental Income 30,611 54,878 129,449 205,185 SHOP SEGMENT AND SAME PROPERTY – RESULTS OF OPERATIONS – RESULTS AND SAME PROPERTY SEGMENT SHOP Property Operating Expenses (81,409) (77,968) (299,825) (291,580) NOI $ 48,209 $ 76,621 $ 207,406 $ 292,945 NOI Margin % 37.2 % 49.6% 40.9 % 50.1% NOI % Change (37.1)% (29.2)% (1) Includes senior living communities leased to Five Star and senior living communities managed by Five Star for our account during the periods presented. (2) Includes only those senior living communities managed for our account during the periods presented. 33

OFFICE PORTFOLIO LEASING SUMMARY (dollars and sq. ft. in thousands, except per sq. ft. data) As of and For the Three Months Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 Buildings 138 140 145 153 155 Total sq. ft. (1) 11,878 12,179 12,372 12,547 12,600 Occupancy (2) 92.2% 92.3% 92.5% 94.0% 94.5% Leasing Activity (sq. ft.): New leases 126 54 31 51 53 Renewals 268 260 281 447 143 Total 394 314 312 498 196 Rental Rate on New and Renewed Leases per Sq. Ft.: New leases $ 26.77 $ 30.07 $ 30.18 $ 24.88 $ 25.48 Renewals $ 28.58 $ 24.50 $ 44.76 $ 25.03 $ 27.77 Average net annual rent $ 28.00 $ 25.45 $ 43.32 $ 25.01 $ 27.15 Leasing Costs and Concession Commitments (3): New leases $ 7,486 $ 3,205 $ 1,496 $ 1,857 $ 1,434 Renewals 5,548 4,416 892 12,518 949 Total $ 13,034 $ 7,621 $ 2,388 $ 14,375 $ 2,383 Leasing Costs and Concession Commitments per Sq. Ft. (3): New leases $ 59.17 $ 59.87 $ 48.69 $ 36.28 $ 26.90 OFFICE PORTFOLIO LEASING SUMMARY Renewals $ 20.76 $ 16.97 $ 3.17 $ 28.01 $ 6.62 All new and renewed leases $ 33.10 $ 24.29 $ 7.66 $ 28.86 $ 12.12 Weighted Average Lease Term (years) (4): New leases 9.6 7.8 7.3 5.0 6.1 Renewals 8.8 5.7 15.8 8.9 3.0 All new and renewed leases 9.0 6.1 15.3 8.5 3.8 Leasing Costs and Concession Commitments per Sq. Ft. per Year (3): New leases $ 6.14 $ 7.69 $ 6.68 $ 7.20 $ 4.53 Renewals $ 2.36 $ 2.98 $ 0.20 $ 3.16 $ 2.33 All new and renewed leases $ 3.66 $ 3.97 $ 0.50 $ 3.40 $ 3.29 (1) Square feet measurements are subject to modest changes when space is periodically remeasured or reconfigured for new tenants. (2) Occupancy includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. (3) Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent. (4) Weighted based on annualized rental income pursuant to existing leases as of December 31, 2019. The above leasing summary is based on leases entered into during the periods indicated. 34

TENANTS REPRESENTING 1% OR MORE OF TOTAL ANNUALIZED RENTAL INCOME (dollars in thousands) As of December 31, 2019 % of Annualized Annualized Rental Tenant Facility Type Rental Income Income Expiration 1 Five Star Senior Living Inc. (1) Senior living $ 129,785 20.9% 2019 2 Vertex Pharmaceuticals Inc. (2) Life science 94,956 15.3% 2028 3 Advocate Aurora Health Medical office 16,896 2.7% 2024 4 Cedars-Sinai Medical Center Medical office 15,265 2.5% 2020 - 2032 5 Life Time Athletic Wellness center 10,550 1.7% 2028 6 Brookdale Senior Living, Inc. Senior living 9,727 1.6% 2032 7 Ology Bioservices, Inc. Life science 8,324 1.3% 2041 8 Starmark Holdings, LLC Wellness center 7,929 1.3% 2023 9 HCA Holdings Inc. Medical office 7,182 1.2% 2020 - 2029 10 Medtronic, Inc. Medical office 6,983 1.1% 2020 - 2022 All Other Tenants (3) 314,151 50.4% 2019 - 2035 Total Tenants $ 621,748 100.0% (1) Pursuant to the transaction agreement for the Restructuring Transaction that was entered into in April 2019, or the Transaction Agreement, the aggregate amount of monthly minimum rent payable to us by Five Star under our previously existing master leases with Five Star as of December 31, 2019 was reduced to $10,815 as a result of our dispositions. Pursuant to the Restructuring Transaction, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements as of January 1, 2020. (2) The life science property leased by this tenant is owned in a joint venture arrangement in which we own a 55% equity interest. Rental income presented includes 100% of rental income as reported under GAAP. (3) Includes NOI for the three months ended December 31, 2019, annualized, from our senior living communities managed for our account. 35 TENANTS REPRESENTING 1% OR MORE OF TOTAL ANNUALIZED RENTAL INCOME ANNUALIZED RENTAL TENANTS REPRESENTING 1% OR MORE OF TOTAL

OFFICE PORTFOLIO LEASE EXPIRATION SCHEDULE (dollars in thousands) As of December 31, 2019 Office Portfolio Annualized Rental Income Expiring Cumulative Percentage of Annualized Rental Percent of Total Annualized Annualized Rental Income Year Income (1) Rental Income Expiring Expiring 2020 $ 29,387 7.7% 7.7% 2021 29,203 7.7% 15.4% 2022 36,459 9.6% 25.0% 2023 20,610 5.4% 30.4% 2024 50,404 13.3% 43.7% 2025 21,612 5.7% 49.4% 2026 21,243 5.6% 55.0% 2027 11,255 3.0% 58.0% 2028 113,790 30.0% 88.0% Thereafter 45,909 12.0% 100.0% Total $ 379,872 100.0% Average remaining lease term for our office portfolio (weighted by annualized rental income): 6.4 years Office Portfolio Square Feet with Leases Expiring Percent of Total Square Cumulative Percentage of Year Square Feet (1) Feet Expiring Total Square Feet Expiring 2020 1,035,986 9.5% 9.5% 2021 889,029 8.1% 17.6% 2022 1,289,076 11.8% 29.4% 2023 1,038,299 9.5% 38.9% 2024 1,839,074 16.8% 55.7% 2025 920,957 8.4% 64.1% 2026 695,274 6.3% 70.4% 2027 470,907 4.3% 74.7% 2028 1,440,951 13.2% 87.9% OFFICE PORTFOLIO LEASE EXPIRATION SCHEDULE OFFICE PORTFOLIO LEASE EXPIRATION Thereafter 1,332,849 12.1% 100.0% Total 10,952,402 100.0% (1) Includes data from our life science property owned in a joint venture arrangement in which we own a 55% equity interest. 36

NON-SEGMENT LEASE EXPIRATION SCHEDULE (dollars in thousands) As of December 31, 2019 Non-Segment Annualized Rental Income Expiring Cumulative Percentage of Number of Number of Units or Square Annualized Rental Percent of Total Annualized Annualized Rental Income Year Properties Feet Income Rental Income Expiring Expiring 2020 — — $ — —% —% 2021 — — — —% —% 2022 — — — —% —% 2023 7 131 units and 354,000 sq. ft. 10,591 21.5% 21.5% 2024 4 288 units 4,062 8.3% 29.8% 2025 — — — —% 29.8% 2026 — — — —% 29.8% 2027 4 511 units 4,161 8.5% 38.3% 2028 4 458,000 sq. ft. 10,550 21.4% 59.7% Thereafter 23 1,675 units 19,847 40.3% 100.0% Total 42 $ 49,211 100.0% Lease expiration data for our senior living communities that were leased to Five Star is not presented. Pursuant to the Restructuring Transaction, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements as of January 1, 2020. NON-SEGMENT LEASE EXPIRATION SCHEDULE NON-SEGMENT LEASE EXPIRATION 37

TRANSITIONAL PRO FORMA EBITDARM EXHIBIT A See pages 39 - 40 for calculation and reconciliation of Pro Forma EBITDARM and Non-GAAP Financial Measures and Certain Definitions on page 41 for a definition of EBITDARM. SHOP SEGMENT - TRANSITIONAL PRO FORMA EBITDARM (dollars in thousands, except average monthly rate) As of and For the Three Months Ended December 31, As of and For the Year Ended December 31, 2019 2018 2019 2018 Number of Properties 244 260 244 260 Number of Units 29,013 29,745 29,013 29,745 Occupancy 83.3 % 84.1% 83.8 % 83.4% Average Monthly Rate $ 4,536 $ 4,610 $ 4,621 $ 4,649 Average Monthly Rate % Change (1.6)% (0.6)% Residents Fees and Services $ 333,904 $ 352,332 $ 1,386,979 $ 1,386,067 Residents Fees and Services % Change (5.2)% 0.1 % EBITDARM $ 58,414 $ 70,797 $ 266,768 $ 290,550 EBITDARM % Change (17.5)% (8.2)% SHOP SAME PROPERTY - TRANSITIONAL PRO FORMA EBITDARM (dollars in thousands, except average monthly rate) As of and For the Three Months Ended December 31, As of and For the Year Ended December 31, 2019 2018 2019 2018 Number of Properties 229 229 224 224 Number of Units 26,617 26,617 26,065 26,065 Occupancy 83.8 % 84.5% 84.2 % 83.7% Average Monthly Rate $ 4,446 $ 4,440 $ 4,508 $ 4,500 Average Monthly Rate % Change 0.1 % 0.2 % Residents Fees and Services $ 303,799 $ 305,478 $ 1,202,467 $ 1,195,810 Residents Fees and Services % Change (0.5)% 0.6 % EBITDARM $ 56,321 $ 67,297 $ 254,483 $ 274,450 EBITDARM % Change (16.3)% (7.3)% SHOP SEGMENT AND SAME PROPERTY – TRANSITIONAL PRO FORMA EBITDARM PRO FORMA – TRANSITIONAL AND SAME PROPERTY SEGMENT SHOP 38

SHOP SEGMENT - CALCULATION AND RECONCILIATION OF PRO FORMA EBITDARM EXHIBIT B (dollars in thousands) Three Months Ended December 31, 2019 Three Months Ended December 31, 2018 Restructuring Restructuring SHOP Transaction Pro Forma SHOP Transaction Pro Forma Revenues: Rental income $ 32,447 $ (32,447) (1) $ — $ 57,414 $ (57,414) (1) $ — Residents fees and services 108,830 225,074 (1) 333,904 106,542 245,790 (1) 352,332 Total revenues 141,277 192,627 333,904 163,956 188,376 352,332 Expenses: Property operating expenses 93,110 199,075 (1) (2) 292,185 84,481 214,671 (1) (2) 299,152 Depreciation and amortization 32,557 — 32,557 30,857 — 30,857 Impairment of assets 56,781 — 56,781 — — — Total expenses 182,448 199,075 381,523 115,338 214,671 330,009 Interest expense (577) — (577) (1,075) — (1,075) Net (loss) income (41,748) (6,448) (48,196) 47,543 (26,295) 21,248 Add (less): Interest expense 577 1,075 Depreciation and amortization 32,557 30,857 Impairment of assets 56,781 — Management fees 16,695 17,617 EBITDARM $ 58,414 $ 70,797 (THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018) (THREE MONTHS ENDED DECEMBER 31, 2019 (1) Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements for all of our senior living communities operated by Five Star. As a result, operating results of the previously leased communities will be included in our operating results. Adjustments reflect property level residents fees and services and property operating expenses and exclude rental income for the previously existing master leases for the three months ended December 31, 2019 and 2018, respectively. (2) Adjustments to property operating expenses also include adjustments to reflect management fees equal to 5% of gross revenues pursuant to the New Management Agreements and a consistent allocation of costs for all communities. SHOP SEGMENT - CALCULATION AND RECONCILIATION OF PRO FORMA EBITDARM OF PRO FORMA AND RECONCILIATION SEGMENT - CALCULATION SHOP 39

SHOP SEGMENT - CALCULATION AND RECONCILIATION OF PRO FORMA EBITDARM EXHIBIT C (dollars in thousands) Year Ended December 31, 2019 Year Ended December 31, 2018 Restructuring Restructuring SHOP Transaction Pro Forma SHOP Transaction Pro Forma Revenues: Rental income $ 137,898 $ (137,898) (1) $ — $ 212,622 $ (212,622) (1) $ — Residents fees and services 433,597 953,382 (1) 1,386,979 416,523 969,544 (1) 1,386,067 Total revenues 571,495 815,484 1,386,979 629,145 756,922 1,386,067 Expenses: Property operating expenses 356,722 832,838 (1) (2) 1,189,560 323,849 840,971 (1) (2) 1,164,820 Depreciation and amortization 132,637 — 132,637 121,303 — 121,303 Impairment of assets 65,822 — 65,822 — — — Total expenses 555,181 832,838 1,388,019 445,152 840,971 1,286,123 Gain on sale of properties 15,207 — 15,207 3,699 — 3,699 Interest expense (3,058) — (3,058) (5,214) — (5,214) Loss on early extinguishment of debt (17) — (17) (98) — (98) Net income (loss) 28,446 (17,354) 11,092 182,380 (84,049) 98,331 Add (less): Interest expense 3,058 5,214 (YEARS ENDED DECEMBER 31, 2019 AND 2018) (YEARS ENDED DECEMBER 31, 2019 Depreciation and amortization 132,637 121,303 Impairment of assets 65,822 — Gain on sale of properties (15,207) (3,699) Loss on early extinguishment of debt 17 98 Management fees 69,349 69,303 EBITDARM $ 266,768 $ 290,550 (1) Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements for all of our senior living communities operated by Five Star. As a result, operating results of the previously leased communities will be included in our operating results. Adjustments reflect property level residents fees and services and property operating expenses and exclude rental income for the previously existing master leases for the three months ended December 31, 2019 and 2018, respectively. (2) Adjustments to property operating expenses also include adjustments to reflect management fees equal to 5% of gross revenues pursuant to the New Management Agreements and a consistent allocation of costs for all communities. SHOP SEGMENT - CALCULATION AND RECONCILIATION OF PRO FORMA EBITDARM OF PRO FORMA AND RECONCILIATION SEGMENT - CALCULATION SHOP 40

NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS Non-GAAP Financial Measures We present certain "non-GAAP financial measures" within the meaning of applicable SEC rules, including net operating income, or NOI, Cash Basis NOI, same property NOI, same property Cash Basis NOI, earnings before interest, income tax, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, Adjusted EBITDAre, funds from operations attributable to common shareholders, or FFO attributable to common shareholders, normalized funds from operations attributable to common shareholders, or Normalized FFO attributable to common shareholders. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) or net income (loss) attributable to common shareholders as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) and net income (loss) attributable to common shareholders as presented in our consolidated statements of income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss) and net income (loss) attributable to common shareholders. We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations at our properties. NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI The calculations of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI exclude certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. We calculate NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI as shown on pages 19 through 23. We define NOI as income from our real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization. We define Cash Basis NOI as NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fee amortization, if any, and non-cash amortization included in property operating expenses. We calculate same property NOI and same property Cash Basis NOI in the same manner that we calculate the corresponding NOI and Cash Basis NOI amounts, except that we only include same properties in calculating same property NOI and same property Cash Basis NOI. We use NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI to evaluate individual and company wide property level performance. Other real estate companies and REITs may calculate NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI differently than we do. EBITDA, EBITDAre, Adjusted EBITDAre and EBITDARM We calculate EBITDA, EBITDAre and Adjusted EBITDAre as shown on page 24. EBITDAre is calculated on the basis defined by the National Association of Real Estate Investment Trusts, or Nareit, which is EBITDA, excluding gains and losses on the sale of real estate, loss on impairment of real estate assets, if any, as well as certain other adjustments currently not applicable to us. In calculating Adjusted EBITDAre, we adjust for the items shown on page 24 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than we do. Our SHOP segment includes both communities leased to Five Star and operated for our account under management agreements with Five Star as of and during the three month periods and years ended December 31, 2019 and 2018. Pursuant to the Restructuring Transaction, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements as of January 1, 2020. Under the New Management Agreements, management fees are 5% of resident fees and services revenues. We believe pro forma earnings before interest, taxes, depreciation, amortization, rent and management fees, or EBITDARM, is a meaningful transitional supplemental performance measure as it presents historical community level operating results regardless of the form of contractual arrangements and removes the impact of changes in the agreements (rent and management fees) between us and Five Star during the periods presented. The table on page 38 presents pro forma resident fees and services and pro forma EBITDARM as if the communities had been managed for our account throughout all periods presented to assist in understanding community level operating results. Other real estate companies and REITs may calculate EBITDARM differently than we do. FFO and Normalized FFO Attributable to Common Shareholders We calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown on page 25. FFO attributable to common shareholders is calculated on the basis defined by Nareit, which is net income (loss) attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of properties, loss on impairment of real estate assets and gains or losses on equity securities, net, if any, plus real estate depreciation and amortization and minus FFO attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO attributable to common shareholders, we adjust for the items shown on page 25 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS AND CERTAIN MEASURES FINANCIAL NON-GAAP uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our revolving credit facility and term loan agreements and our public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance, and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders differently than we do. 41

NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS (CONTINUED) Adjusted total assets Adjusted total assets is the original cost of real estate assets calculated in accordance with GAAP before depreciation and after impairment write downs, if any, and excludes accounts receivable and intangible assets. Annualized dividend yield Annualized dividend yield is the annualized dividend declared during the applicable period divided by the closing price of DHC's common shares on The Nasdaq Stock Market LLC at the end of the relevant period. (CONTINUED) Annualized rental income Annualized rental income is based on rents pursuant to existing leases as of December 31, 2019. Annualized rental income includes estimated percentage rents, straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases; excludes lease value amortization at certain of our medical office and life science properties and wellness centers. Annualized rental income amounts for our medical office and life science properties also include 100% of rental income as reported under GAAP from our life science property owned in a joint venture arrangement in which we own a 55% equity interest. Average monthly rate Average monthly rate is calculated by taking the average daily rate, which is defined as total residents fees and services divided by occupied units during the period, and multiplying it by 30 days. Building improvements Building improvements generally include expenditures to replace obsolete building components that extend the useful life of existing assets. Cash basis NOI margin % Cash basis NOI margin % is defined as cash basis NOI as a percentage of cash basis rental income. Cash basis rental income excludes non-cash straight line rent adjustments, lease value amortization and lease termination fee amortization, if any. Consolidated income available for debt service Consolidated income available for debt service is earnings from operations excluding interest expense, depreciation and amortization, taxes, loss on asset impairment, gains or losses on equity securities, gains or losses on sales of properties and early extinguishment of debt, determined together with debt service for the applicable period. Development, redevelopment and other activities Development, redevelopment and other activities generally include capital expenditures that reposition a property or result in new sources of revenue. GAAP GAAP is U.S. generally accepted accounting principles. Gross book value of real estate assets Gross book value of real estate assets is real estate assets at cost plus certain acquisition costs, before depreciation and purchase price allocations, less impairment writedowns, if any. Gross purchase price Gross purchase price includes assumed debt, if any, and excludes acquisition costs and purchase price allocation adjustments, if any. Gross sales price Gross sales price excludes closing costs. Leasing costs Leasing costs generally include leasing related costs, such as brokerage commissions and tenant inducements. NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS AND CERTAIN MEASURES FINANCIAL NON-GAAP Net debt Net debt is total debt less cash. 42

NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS (CONTINUED) NOI margin % NOI margin % is defined as NOI as a percentage of rental income. Non-Segment Non-Segment properties consists of triple net leased senior living communities that are leased to third party operators other than Five Star and wellness centers. (CONTINUED) Office Portfolio Office Portfolio consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties leased to biotech laboratories and other similar tenants. Rent coverage Rent coverage is calculated as operating cash flows from our tenants' facility operations of our properties, before subordinated charges, if any, divided by rent payable to us. Same Property For the three months ended December 31, 2019, same property consists of properties owned, in service and managed by the same operator continuously since October 1, 2018, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale or in redevelopment, if any. For the year ended December 31, 2019, same property consists of properties owned, in service and managed by the same operator continuously since January 1, 2018, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale or in redevelopment, if any. SHOP SHOP, or Senior Housing Operating Portfolio, consists of senior living communities that provide short term and long term residential care and other services for residents. Properties in this segment include independent living communities, assisted living communities, active adult rental communities and SNFs. As of December 31, 2019, these senior living communities were either managed for our account by Five Star or triple net leased to Five Star. Pursuant to the Restructuring Transaction, the previously existing master leases and management and pooling agreements between us and Five Star were terminated and replaced with the New Management Agreements as of January 1, 2020. SNF SNF is a skilled nursing facility. Tenant improvements Tenant improvements generally include capital expenditures to improve tenants' space or amounts paid directly to tenants to improve their space. Total gross assets Total gross assets is total assets plus accumulated depreciation. Total unencumbered assets Total unencumbered assets is the original cost of real estate assets not encumbered by mortgage debt calculated in accordance with GAAP before depreciation and after impairment write downs, if any, and exclude accounts receivable and intangible assets. Triple net leased senior living communities Triple net leased senior living communities include independent and assisted living communities and SNFs. NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS AND CERTAIN MEASURES FINANCIAL NON-GAAP 43

WARNING CONCERNING FORWARD-LOOKING STATEMENTS This presentation of supplemental operating and financial data may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. For example: • We have classified certain properties as held for sale as of December 31, 2019. This may imply that all of the properties that we have classified as held for sale will be sold; however, any such sales may not occur and we may incur losses with respect to such sales of those properties. • As of February 28, 2020, we have 52 properties under agreements to sell or in first or second round offer stages for an aggregate sales price of approximately $539.7 million, excluding closing costs. This may imply that we will sell the properties under agreement or for which we have received offers and receive proceeds from those sales equal to or greater than the expected amounts. However, we may not complete the sales of any or all of the properties we currently plan to sell. Also, we may sell some or all of these properties at amounts that are less than currently expected and/or less than the carrying values of such properties and we may incur losses on any such sales as a result. The information contained in our filings with the SEC, including under “Risk Factors” in our periodic reports, or incorporated therein, identifies important factors that could cause our actual results to differ materially from those stated in or implied by our forward-looking statements. Our filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise. WARNING CONCERNING FORWARD-LOOKING STATEMENTS CONCERNING FORWARD-LOOKING WARNING 44



001-15319		04-3445278
(Commission File Number)		(IRS Employer Identification No.)



	DIVERSIFIED HEALTHCARE TRUST

	By:	/s/ Richard W. Siedel, Jr.
	Name:	Richard W. Siedel, Jr.
	Title:	Chief Financial Officer and Treasurer

Cover Page	Mar. 02, 2020
Entity Information [Line Items]
Entity Central Index Key	0001075415
Written Communications	false
Entity File Number	001-15319
Document Period End Date	Mar. 02, 2020
Document Type	8-K
Entity Registrant Name	DIVERSIFIED HEALTHCARE TRUST
Entity Tax Identification Number	04-3445278
Entity Incorporation, State or Country Code	MD
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Address, Address Line One	Two Newton Place, 255 Washington Street, Suite 300
Title of 12(b) Security	Common Shares of Beneficial Interest
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458-1634
City Area Code	617
Local Phone Number	796-8350
Entity Emerging Growth Company	false
Amendment Flag	false
Trading Symbol	DHC
Security Exchange Name	NASDAQ
Senior Notes Due 2046
Entity Information [Line Items]
Title of 12(b) Security	6.25% Senior Notes due 2046
Trading Symbol	DHCNL
Security Exchange Name	NASDAQ
Senior Notes Due 2042
Entity Information [Line Items]
Title of 12(b) Security	5.625% Senior Notes due 2042
Trading Symbol	DHCNI
Security Exchange Name	NASDAQ



Title Of Each Class	Trading Symbol(s)	Name Of Each Exchange On Which Registered
Common Shares of Beneficial Interest	DHC	The Nasdaq Stock Market LLC
5.625% Senior Notes due 2042	DHCNI	The Nasdaq Stock Market LLC
6.25% Senior Notes due 2046	DHCNL	The Nasdaq Stock Market LLC