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Cautionary Language

The information appearing on DHC ’s website includes statements which constitute forward looking statements. These forward looking statements are based upon DHC ’s present intents, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur. DHC ’s actual results may differ materially from those contained in DHC ’s forward looking statements. The information contained in DHC ’s filings with the Securities and Exchange Commission, including under “Risk Factors" and “Warnings Concerning Forward Looking Statements” in DHC ’s periodic reports and other filings, identifies important factors that could cause DHC ’s actual results to differ materially from those stated in DHC ’s forward looking statements. DHC ’s filings with the SEC are available on the SEC’s website at www.sec.gov and are also accessible on DHC ’s website at the following link: SEC Filings. You should not place undue reliance upon forward looking statements.

The documents provided in this archived section are provided for historical purposes only. The information contained in each document is accurate only as of the date each document was originally issued or such earlier date stated in those documents. Diversified Healthcare Trust does not undertake any obligation to update any information contained in these documents. For current information about the company, please refer to our most recent public SEC Filings.

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Cautionary Language

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Cautionary Statement Regarding Forward Looking Statements

The information appearing on Diversified Healthcare Trust’s (“DHC”) website contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever DHC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, it 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 as a result of various factors. For example: (a) Office Properties Income Trust (“OPI”) and DHC have entered into a definitive merger agreement and the proposed merger is expected to close in the third quarter of 2023. However, the closing of the proposed merger is subject to the satisfaction or waiver of closing conditions, including DHC shareholder approval and the financing or any consents or approvals required or contemplated in connection with the proposed merger, some of which are beyond DHC’s control, and DHC cannot be sure that any or all of these conditions will be satisfied or waived. Accordingly, the proposed merger may not close on the contemplated terms or at all or it may be delayed; (b) DHC shareholders are expected to benefit from an annual dividend of $1.00 per share of the combined company. However, the Board of Trustees of the combined company will consider many factors when setting distribution rates, and thus future distribution rates may be increased or decreased and DHC cannot be sure as to the rate at which future distributions will be paid; (c) the transactions contemplated by the merger agreement and the terms thereof were evaluated, negotiated and recommended to DHC’s Board of Trustees by a special committee of DHC’s Board of Trustees, comprised solely of DHC’s disinterested, Independent Trustees, and were separately approved by DHC’s Independent Trustees and by DHC’s Board of Trustees. Despite this process, DHC could be subject to claims challenging the proposed merger or other transactions or DHC’s entry into the merger and related agreements because of the multiple relationships among DHC, OPI and The RMR Group LLC (“RMR”) and their related persons and entities or other reasons, and defending even meritless claims could be expensive and distracting to management; and (d) DHC’s website contains statements regarding the expectations for proposed merger and the combined company which may imply that the combined company will achieve its expected strategic and financial goals and the shareholders will benefit from the growth potential of the combined company. However, the combined company will be subject to various risks, including: the risk that the combined businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated; the risk that cost savings and synergies anticipated to be realized by the merger may not be fully realized or may take longer to realize than expected; risks related to future opportunities, plans and strategy for the combined company, including the uncertainty of expected future financial performance, expected access to cash flows and capital, timing of accretion, distribution rates and results of the combined company following completion of the proposed merger and the challenges facing the industries in which each company currently operates and the combined company will, following the closing of the transaction, operate; risks related to the market value of the OPI common shares of beneficial interest to be issued in the proposed merger; risks associated with indebtedness incurred in connection with the proposed merger, including the potential inability to access, or reduced access to, the capital markets or other capital resources or increased cost of borrowings, including as a result of a credit rating downgrade; risks associated with the level of capital expenditures of each company and the combined company following the proposed merger; and risks associated with the impact of general economic, political and market factors on the combined company. As a result, the combined company may not achieve the long-term growth and value creation for shareholder as expected.

The information contained in DHC's periodic reports filed with the Securities and Exchange Commission (the “SEC”), including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or incorporated therein, also 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 and are also accessible on DHC ’s website at the following link: SEC Filings.

You should not place undue reliance upon any 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.

The documents provided in this section are provided for historical purposes only. The information contained in each document is accurate only as of the date each document was originally issued or such earlier date stated in those documents. DHC does not undertake any obligation to update any information contained in these documents. For current information about DHC, please refer to DHC’s most recent public SEC Filings.

IMPORTANT ADDITIONAL INFORMATION ABOUT THE MERGER

The information appearing on DHC ’s website may be deemed to be solicitation material in respect of the proposed merger between DHC and OPI. In connection with the proposed merger, OPI filed a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus of DHC and OPI. On July 21, 2023, the registration statement was declared effective by the SEC and DHC and OPI each filed with the SEC and commenced mailing to their respective shareholders the definitive joint proxy statement/prospectus. The proposed transaction involving DHC and OPI will be submitted to DHC’s and OPI’s shareholders for their consideration at special meetings of shareholders to be held on August 30, 2023. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT DHC, OPI AND THE MERGER. Investors are also able to obtain copies of the registration statement and the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s website (www.sec.gov). Additional copies of documents filed by DHC with the SEC may be obtained for free on DHC’s Investor Relations website at www.dhcreit.com/investors or by contacting the DHC Investor Relations department at 1-617-796-8234. In addition to the registration statement and the joint proxy statement/prospectus, DHC files annual, quarterly and current reports and other information with the SEC. DHC’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

NO OFFER OR SOLICITATION

The information appearing on DHC ’s website is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities or a solicitation of any vote or approval in any jurisdiction with respect to the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

PARTICIPANTS IN THE SOLICITATION

DHC and certain of its trustees and executive officers, OPI and certain of its trustees and executive officers, and RMR, the manager of DHC and OPI, and its parent and certain of their respective directors, officers and employees may be deemed to be participants in the solicitation of proxies from DHC’s and OPI’s shareholders in connection with the merger. Certain information regarding these trustees, executive officers, directors, officers and employees and a description of their direct and indirect interests are set forth in the registration statement and the joint proxy statement/prospectus filed with the SEC by DHC and/or OPI. Information about DHC’s trustees and executive officers is also included in the proxy statement for DHC’s 2023 annual meeting of shareholders, which was filed with the SEC on April 20, 2023. Information about OPI’s trustees and executive officers is included in the proxy statement for OPI’s 2023 annual meeting of shareholders, which was filed with the SEC on April 6, 2023. Copies of the foregoing documents may be obtained as provided above.

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February 12, 2003

SNH Announces Financial Results for the Quarter and Year Ended December 31, 2002

Newton, MA (February 12, 2003): Senior Housing Properties Trust (NYSE: SNH) today announced its financial results for the quarter and year ended December 31, 2002, as follows (in thousands, except per share data):

                                  Quarter Ended         Year Ended
                                   December 31,         December 31,
                                 ----------------- -------------------
                                   2002     2001     2002      2001
                                 -------  -------  --------  --------
Total revenues                   $32,835  $73,017  $122,297  $274,644
Income from continuing
 operations                       14,164    6,210    52,013    18,021
Net income                        14,826    5,910    50,184    17,018
Funds from operations (FFO)       20,232   12,508    78,264    45,440
Weighted average
shares outstanding                58,437   42,166    56,416    30,859

Per share data:
Income from continuing operations  $0.24    $0.15     $0.92     $0.58
Net income                          0.25     0.14      0.89      0.55
Funds from operations (FFO)         0.35     0.30      1.39      1.47

The character of revenues reported in the 2001 and 2002 periods displayed above are not comparable. Revenues in the 2001 periods include $57.4 million and $224.9 million, respectively, of operating revenues derived from senior housing facilities which were operated for our account. At year end 2001, SNH completed a spin off of Five Star Quality Care, Inc., its subsidiary which operated these properties, and revenues in the 2002 periods include rental income received for the properties previously operated for SNH's account as well as rents from investments made in 2002.

Senior Housing Properties Trust is a real estate investment trust headquartered in Newton, MA that owns 119 senior living properties located in 29 states.

                    Senior Housing Properties Trust
                         Financial Information
                 (in thousands, except per share data)


                                       Quarter Ended     Year Ended
                                        December 31,     December 31,
----------------------------------------------------------------------
                                        2002    2001     2002    2001
Revenues:
 Rental income                       $32,520 $14,128 $115,560 $47,430
     Facilities' operations(1)             -  57,439        - 224,867
     FF&E reserve income(2)                -       -    5,345       -
 Interest and other income               315   1,450    1,392   2,347
                                     ---------------------------------
     Total revenues                   32,835  73,017  122,297 274,644
                                     ---------------------------------
Expenses:
 Interest                              6,971     979   27,399   5,879
 Depreciation                          8,381   4,887   31,596  19,351
     Facilities' operations(1)             -  55,563        - 217,910
 General and administrative
 -    Recurring                        2,617     940    8,478   4,129
 -    Related to foreclosures
       and lease terminations(1)           -       -        -   4,167
 -   Five Star spin-off costs(1)           -   3,732        -   3,732
                                     ---------------------------------
     Total                            17,969  66,101   67,473 255,168
                                     ---------------------------------
Income from continuing operations
 before distributions on trust
 preferred securities                 14,866   6,916   54,824  19,476
Distributions on trust preferred
 securities                              702     706    2,811   1,455
                                     ---------------------------------
Income from continuing operations     14,164   6,210   52,013  18,021
Income (loss) from discontinued
 operations(3)                           662    (300)  (1,829) (1,003)
                                     ---------------------------------
Net income                           $14,826  $5,910  $50,184 $17,018
                                     =================================


Calculation of funds from operations
 (FFO) (2)(4):
Net income                           $14,826  $5,910  $50,184 $17,018
Add:  Depreciation expense             8,381   4,887   31,596  19,351
       General and administrative
       expense related to foreclosures
       and lease terminations              -       -        -   4,167
      Five Star spin-off costs             -   3,732        -   3,732
      Non- cash items                      -      44        -     169
      Loss (income) from discontinued
       operations                       (662)    300    1,829   1,003
Less: Deferred percentage rent(5)      2,313   2,365        -       -
      FF&E reserve income                  -       -    5,345       -
                                     ---------------------------------
FFO                                  $20,232 $12,508  $78,264 $45,440
                                     =================================

Weighted average shares outstanding   58,437  42,166   56,416  30,859
                                     =================================
Per share data:
 Income from continuing operations     $0.24   $0.15    $0.92   $0.58
                                     =================================
 Net income                            $0.25   $0.14    $0.89   $0.55
                                     =================================
 FFO                                   $0.35   $0.30    $1.39   $1.47
                                     =================================


Balance Sheet Data:                                December   December
                                                   31, 2002   31, 2001
                                                 ----------- ---------
Assets
-------------------------------------------------
Real estate properties                           $1,238,487  $593,199
Accumulated depreciation                           (125,039) (124,252)
                                                 ----------- ---------
                                                  1,113,448   468,947
Cash and cash equivalents                             8,654   352,026
Restricted cash                                      12,364    10,201
Other assets                                         23,734    36,129
                                                 ----------- ---------
                                                 $1,158,200  $867,303
                                                 =========== =========
Liabilities and Shareholders' Equity
-------------------------------------------------
Unsecured revolving bank credit facility            $81,000        $-
Senior unsecured notes due 2012                     243,746   243,607
Secured debt and capital leases                      32,618     9,100
Other liabilities                                    21,116    12,578
Trust preferred equity securities                    27,394    27,394
Shareholders' equity                                752,326   574,624
                                                 ----------- ---------
                                                 $1,158,200  $867,303
                                                 =========== =========

1. During 2001, SNH operated facilities for its own account through its wholly-owned subsidiary, Five Star Quality Care, Inc. On December 31, 2001, SNH spun off Five Star to SNH's shareholders and entered a lease with Five Star for these properties. These operations had been repossessed from former tenants. As a result of these repossessions and the subsequent spin off of Five Star, SNH incurred certain non-recurring general and administrative expenses during 2001, which are separately identified in the preceding financial information.

2. One of SNH's leases which began in January 2002 provides that a percentage of revenues at the leased properties be escrowed for future capital expenditures at the leased properties. Effective October 1, 2002, SNH entered into an agreement to amend the lease pursuant to which its tenant, Five Star, retains title to the FF&E escrow accounts while SNH has security and remainder interests in the escrow accounts. Accordingly, effective October 1, 2002, revenues and net income recorded by SNH no longer include FF&E reserve income. In order to facilitate comparison of FFO with historical results, the historical FFO presentation for the year ended December 31, 2002, eliminates FF&E reserve income.

3. During the fourth quarter of 2002, SNH sold a property which had been closed by one of its tenants earlier in the year. The sold property was combined in one lease with other properties operated by the same tenant. Under the terms of the lease, the rent payable on the combined lease was reduced by 10% of the net proceeds received by SNH from the sale. In the second quarter of 2002 SNH classified this property as an asset held for sale and recorded a loss from discontinued operations, which included historical depreciation expense as well as an impairment loss write-down of $2.5 million. The sales proceeds received by SNH in the fourth quarter of 2002 exceeded the net book value of the property at the time of the sale, resulting in income from discontinued operations. For the 2001 periods, amounts were reclassified from depreciation expense and facilities' operations revenues and expenses to the loss from discontinued operations.

4. SNH computes FFO as shown in the calculation above. SNH considers FFO to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities because it provides investors with an indication of a REIT's operating performance and its ability to incur and service debt, make capital expenditures, pay distributions and fund other cash needs. FFO does not represent cash generated by operating activities in accordance with generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity. FFO is one important factor considered by SNH's Board of Trustees in determining the amount of distributions to shareholders.

5. The Securities and Exchange Commission Staff Accounting Bulletin No. 101 generally requires SNH to recognize percentage rental income received for the first, second and third quarters in the fourth quarter. Although recognition of revenue was deferred until the fourth quarter of each year presented for purposes of calculating net income, the calculations of FFO included these amounts during the first three quarters.

                   Senior Housing Properties Trust
                           Additional Data

         The following additional data is intended to respond
         to frequently asked questions (dollars in thousands)


                                                     Current   % of
                                                     Annual   Current
              # of      # of                % of      Rent     Annual
           Properties  Units/ Investment Investment Revenues    Rent
                        Beds                                  Revenues
----------------------------------------------------------------------
Facility Type
---------------
Independent
 living
 communities(1) 54     12,253   $1,003,884    81.1% $100,530   82.1%
Skilled nursing
 facilities     60      6,016      186,834    15.1%   12,928   10.6%
Hospitals        2        364       43,553     3.5%    8,700    7.1%
Assisted living
 facilities      3        196        4,216     0.3%      236    0.2%
               -------------------------------------------------------
Total          119     18,829   $1,238,487   100.0% $122,394  100.0%
               =======================================================


Tenant/Operator
---------------
Five
 Star/Marriott  31      7,476     $614,598    49.6%  $63,000   51.5%
Marriott Senior
 Living
 Services       14      4,030      325,472    26.3%   31,245   25.5%
HEALTHSOUTH      2        364       43,553     3.5%    8,700    7.1%
Five Star
 Quality Care
 Lease #1       54      4,952      141,383    11.4%    6,923    5.7%
Five Star
 Quality Care
 Lease #2        9        747       63,814     5.2%    6,285    5.1%
Genesis Health
 Ventures        1        156       13,007     1.0%    1,496    1.2%
Integrated
 Health
 Services        1        140       15,598     1.3%    1,200    1.0%
5 private
 companies
 (combined)      7        964       21,062     1.7%    3,545    2.9%
               -------------------------------------------------------
Total          119     18,829   $1,238,487   100.0% $122,394  100.0%
               =======================================================


                                   Rent Coverage (2)
                                     ------------
                                  Year To  Last Three
                                   Date      Months
Tenant/Operator                      ------------
---------------
Five
 Star/Marriott                      1.1x     1.1x
Marriott Senior
 Living
 Services                           1.4x     1.3x
HEALTHSOUTH                         3.9x     4.5x
Five Star
 Quality Care
 Lease #1                           2.8x     2.8x
Five Star
 Quality Care
 Lease #2                           1.3x     1.2x
Genesis Health
 Ventures                           1.8x     1.8x
Integrated
 Health
 Services                           1.9x     1.7x
5 private
 companies
 (combined)                         2.1x     1.6x


Total Portfolio Tenant Operating Statistics (weighted average by rent)
----------------------------------------------------------------------
                              Rent     % Private
                 Occupancy    Coverage     Pay   % Medicare % Medicaid
                 -----------------------------------------------------
Year to date(2)     88.3%       1.5x       75%        14%        11%
Last three
 months(2)          88.0%       1.5x       76%        13%        12%

(1) Properties where the majority of units are independent living apartments are classified as independent living communities.

(2) Rent coverage is calculated as operating cash flow from SNH's tenants' facility operations, before subordinated charges and capital expenditure reserves, divided by rent payable to SNH. All tenant operating statistics are calculated based upon the periods ended December 31, 2002 operating results or the most recent tenant operating results available to SNH.

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