#1OFFICE PROPERTIES INCOME TRUST JEFFERSON ST 600 W INVESTOR PRESENTATION JANUARY 2020 Chicago, IL#2OFFICE PROPERTIES INCOME TRUST DISCLAIMER This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, 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. Forward-looking statements in this presentation relate to various aspects of our business, including our sales and acquisitions of properties, our ability to compete for acquisitions and tenancies effectively, the likelihood that our tenants will pay rent or be negatively affected by cyclical economic conditions or government budget constraints, the likelihood that our tenants will renew or extend their leases and not exercise early termination options pursuant to their leases or that we will obtain replacement tenants, the likelihood that our rents will increase when we renew or extend our leases or enter new leases, our ability to pay distributions to our shareholders and to sustain the amount of such distributions, our policies and plans regarding investments, financings and dispositions, the future availability of borrowings under our revolving credit facility, our expectation that there will be opportunities for us to acquire, and that we will acquire, additional properties primarily leased to single tenants and tenants with high credit quality characteristics such as governmental entities, our expectations regarding demand for leased space, our ability to raise debt or equity capital, our ability to pay interest on and principal of our debt, our ability to appropriately balance our use of debt and equity capital, our credit ratings, our expectation that we benefit from our relationships with The RMR Group Inc. (RMR Inc.), the credit qualities of our tenants; our qualification for taxation as a real estate investment trust (REIT) changes in federal or state tax laws, and other matters. Our 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, such as the impact of conditions in the economy and the capital markets on us and our tenants, the impact of a U.S. government shutdown on our ability to collect rents or pay our operating expenses, debt obligations and distributions to shareholders on a timely basis, competition within the real estate industry, particularly in those markets in which our properties are located, the impact of changes in the real estate needs and financial conditions of our tenants, compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters, actual and potential conflicts of interest with our related parties, including our Managing Trustees, The RMR Group LLC, RMR Inc. and others affiliated with them, limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes, and acts of terrorism, outbreaks of so-called pandemics or other manmade or natural disasters beyond our control. For example: (a) we may be unable to pay our debt obligations or to maintain our current rate of distributions on our common shares and future distributions may be reduced or eliminated; (b) we may be unable to identify properties that we want to acquire, and we may fail to reach agreement with the sellers and complete the purchases of any properties we want to acquire; accordingly, we may be unable to accretively grow our property portfolio; (c) our Board of Trustees sets and resets our distribution rate from time to time after considering many factors, including cash available for distribution; accordingly, future dividend rates may be increased or decreased and there is no assurance as to the rate at which future dividends will be paid; (d) we cannot be sure that we will sell any of the properties we are currently marketing or plan to market for sale or what the terms of any sales may be; accordingly, we may sell some or all of these properties at prices that are less than we expect and less than our carrying values and we may otherwise incur losses as a result of considering and pursuing these sales; (e) we may not succeed in reducing our leverage to levels we plan or that the market or credit rating agencies believe appropriate and we may not maintain any reduction in our leverage that we may attain; (f) some of our tenants may not renew expiring leases, and we may be unable to obtain new tenants to maintain or increase the historical occupancy rates of, or rents from, our properties; (g) some government tenants may exercise their rights to vacate their space before the stated expiration of their leases, and we may be unable to obtain new tenants to maintain the historical occupancy rates of, or rents from, our properties; (h) rents that we can charge at our properties may decline upon renewals or expirations because of changing market conditions or otherwise; (i) we may be adversely affected by the bankruptcy, insolvency, a downturn of business or a lease termination of a single tenant; (j) some of our tenants that have made significant investments in their leased properties, or lease properties of strategic importance to them, may not renew or extend our leases prior to their expirations; (k) government tenants may continue to reduce their space utilization and continue to consolidate into government owned real estate; (I) contingencies in our acquisition and sale agreements may not be satisfied and any expected acquisitions and sales and any related lease arrangements we expect to enter may not occur, may be delayed or the terms of such transactions or arrangements may change; (m) continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions that we may be unable to satisfy; (n) the competitive advantages we believe we may have may not in fact exist or provide us with the advantages we expect; (o) actual costs under our revolving credit facility or other floating rate debt will be higher than LIBOR plus a premium because of fees and expenses associated with such debt; (p) Moody's recently updated our credit rating outlook to negative which may imply that our credit ratings may be downgraded, in which case we may not be able to access debt capital or the debt capital we can access may be expensive; (q) our option to extend the maturity date of our revolving credit facility is subject to our payment of a fee and meeting other conditions that may not be met; (r) development projects and unspent leasing related obligations may cost more or less and may take longer to complete than we currently expect, and we may incur increasing amounts for these and similar purposes in the future; (s) we may incur significant costs to prepare a property for a tenant, particularly for single tenant properties; (t) we may spend more for capital expenditures than we currently expect; and (u) any joint venture arrangements that we may enter may not be successful. Our Annual Report on Form 10-K for the year ended December 31, 2018 or in our other filings with the Securities and Exchange Commission (SEC), including under the caption "Risk Factors", identify other important factors that could cause differences from 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 our 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. Non-GAAP Financial Measures This presentation contains non-GAAP financial measures including Funds From Operations (FFO) available for common shareholders, Normalized FFO available for common shareholders, EBITDA, EBITDAre, Adjusted EBITDAre, Property Net Operating Income (NOI) and Property Cash Basis NOI. Reconciliations for these metrics to the closest U.S. Generally Accepted Accounting Principles (GAAP) metrics are included in an appendix hereto. Note: Unless otherwise noted, data is presented as of September 30, 2019. 2#3OFFICE PROPERTIES INCOME TRUST OPI IS A NATIONAL OFFICE REIT Office Properties Income Trust (Nasdaq: OPI) is a real estate investment trust (REIT) focused. on owning, operating and leasing office properties primarily leased to single tenants and high credit quality government entities. $ $4.7 billion 200 27.3 INVESTMENT PORTFOLIO (1) PROPERTIES IN PORTFOLIO(2) MILLION SQUARE FEET 36 STATES & WASHINGTON, D.C. 93.3% OCCUPANCY $ 63.9% REVENUE FROM INVESTMENT GRADE RATED TENANTS (3) (1) Total gross assets. 23 (2) Excludes three properties owned by unconsolidated joint ventures and includes fifteen properties classified as held for sale. (3) Includes: a) investment grade rated tenants; b) tenants with investment grade rated parent entities that guarantee the tenant's lease obligations; and/or c) tenants with investment grade rated parent entities that do not guarantee the tenant's lease obligations. 3#4OFFICE PROPERTIES INCOME TRUST DIVERSIFIED PORTFOLIO BY GEOGRAPHY, INDUSTRY AND TENANT WITH A FOCUS ON STRONG, GROWING MARKETS (1) OPI's Top 10 Market Areas No. of Sq. Ft. Buildings % of Total Annualized OPI Occupancy vs. Market (000's) Rental Average (2) WALT (Years) Tenant Industry Government (5) Income 2% 1% Technology & Communications 2% Washington D.C. Metro(3) * 31 4,282 23.2% 91.6% / 83.4% 5.1 | Legal & Consulting 3% 4% Real Estate & Financial 6% Atlanta, GA * 10 1,667 4.8% 99.2% / 82.0% 6.5 Retail & Food 11% Chicago, IL 1,224 4.5% 85.4% / 84.3% 5.1 Manufacturing & Transportation Energy Services Silicon Valley, CA * 11 827 4.4% 100.0% / 88.0% 4.9 15% Life Sciences & Medical Education & Social Services 16% Dallas/Ft. Worth, TX * 1,491 4.0% 100.0% / 80.1% 6.3 Other Houston, TX 885 3.9% 100.0% / 76.3% 8.2 Sacramento, CA 7 881 3.9% 94.9% / 88.0% 5.2 Kansas City, MO 3 780 3.6% 100.0% / 88.8% 13.2 Richmond, VA 852 3.1% 83.9% / 89.8% 5.2 Boston, MA * 7 841 2.8% 73.7% / 88.0% 2.9 92 13,730 58.2% * In the top 15 "Markets to Watch" in 2020 by ULI and PwC.(4) 40% (1) Based on annualized rental income. Annualized rental income is calculated using the annualized contractual base rents from our tenants pursuant to our lease agreements, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. (2) Source for market average: JLL Office Outlook Q3 2019. Includes all property classes within each Metro. (3) Includes District of Columbia, Northern Virginia and Maryland (excluding Baltimore). (4) Source: Emerging Trends in Real Estate 2020 published by Urban Land Institute and PricewaterhouseCoopers. (5) Includes the U.S. Government, state governments, municipalities and government contractors. 4#5OFFICE PROPERTIES INCOME TRUST SECURE AND STABLE INCOME SUPPORTED BY 64% OF REVENUES FROM INVESTMENT GRADE TENANTS (1) % of Total Tenants Representing 1% or More of Total Annualized Rental Income Credit Rating Annualized Rental Income Annualized Tenant Risk Profile(2) Rental Income U.S. Government Investment Grade $164,864 25.8% 24% State of California Shook, Hardy & Bacon L.L.P. Bank of America Corporation F5 Networks, Inc. Noble Energy, Inc. Investment Grade 19,040 3.0% Not Rated 18,854 3.0% Investment Grade Non-Investment Grade 12% Investment Grade 16,604 2.6% 64% Not Rated Not Rated 14,416 2.3% Investment Grade 14,149 2.2% WestRock Company Investment Grade 12,843 2.0% CareFirst Inc. Non Investment Grade 11,619 1.8% Lease Expirations(3) Northrop Grumman Corporation Investment Grade 11,346 1.8% Tyson Foods, Inc. Investment Grade 10,253 1.6% 50% 46% Technicolor SA Non Investment Grade 10,034 1.6% 40% Commonwealth of Massachusetts Investment Grade 9,693 1.5% 30% Micro Focus International plc CommScope Holding Company, Inc. PNC Bank Non Investment Grade 8,710 1.4% 20% 16% Non Investment Grade 7,931 1.2% 9% 11% 12% 10% 7% Investment Grade 6,897 1.1% State of Georgia Investment Grade 6,790 1.0% 0% 2020 2021 2022 2023 2024 2025+ $344,043 53.9% Based on annualized rental income. Annualized rental income is calculated using the annualized contractual base rents from our tenants pursuant to our lease agreements, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. 1) 2) 3) As of December 31, 2019. We consider investment grade tenants to include: (a) investment grade rated tenants; (b) tenants with investment grade rated parent entities that guarantee the tenant's lease obligations; and/or (c) tenants with investment grade rated parent entities that do not guarantee the tenant's lease obligations. 5#6OFFICE PROPERTIES INCOME TRUST 2019 Accomplishments(1) Asset Sales to Reduce Leverage $848.9 million of property sales completed in FY 2019. $104.7 million of RMR common shares sold, with a 261% net ROE. Improved Balance Sheet Reduced leverage from 7.5x to 6.2x net debt / EBITDA, within our target range of 6.0-6.5x. (2) No significant debt maturities until 2022. Managing Capex Eliminating more than $170 million of capital costs over the next five years through property sales. Strong Leasing Activity Entered into more than 2.1 million sq. ft. of new and renewal leases through 3Q19 with a weighted average roll up in rent of 5.5% and a weighted average lease term of 9.1 years. Well Covered Dividend Low 38% FFO payout versus peer average of 61%. High yield of 7.2% versus peer average of 4.6%. Market Leading Sustainability Initiatives Named 2019 ENERGY STAR® Partner of the Year as well as a Silver-level 2019 Green Lease Leader. New technologies resulted in energy reduction of 6 million kilowatt hours and expense savings of $800,000 YTD. 2020 Outlook and Goals Transition to Strategic Capital Recycling An additional $86.2 million of property sales have sold or are under agreement and expected to close in 1Q20. Principal focus is to create long term dividend growth through the acquisition of core properties that generate higher cash flow after capital costs than the properties we sell. Expected recycling of between $100 million to $300 million annually. Maintain Target Leverage ➤ Projected at approximately 6.0x after remaining asset sales close. Leasing to Drive Internal Growth Robust leasing pipeline of 2.1 million sq. ft. of space, including 336,000 sq. ft. that would absorb vacant space. Continued focus on tenant retention. Value Creation Through Select Repositioning / Development Reduce Energy Consumption Opportunity to expand upon the 25% of OPI's portfolio that currently uses real time energy monitoring and data analysis to drive operating efficiency. Additional 2.2 million sq. ft. anticipated for 2020. 1) As of 9/30/2019 unless otherwise stated. 2) Based on net debt to annualized Adjusted EBITDAre ratio. Net debt is total debt less cash. See Appendix for the calculation of Adjusted EBITDAre and a reconciliation of net income (loss) determined in accordance with GAAP to that amount. 6#7OFFICE PROPERTIES INCOME TRUST ACQUISITIONS FUNDED BY STRATEGIC ASSET SALES As a result of achieving our target leverage during the third quarter of 2019, OPI has transitioned its principal focus to acquiring core properties with proceeds from asset sales, or our strategic capital recycling program. Acquisition Criteria Focused on acquiring office properties in markets that have strong economic fundamentals to support rent growth. 1 Properties primarily leased to single tenants. Strategic to the tenant, which may include: built-to-suit properties, corporate headquarters and properties where tenants have invested meaningful capital. Minimum remaining lease term of seven years. 2 Properties leased to government tenants. Single tenant and multi-tenant. Focus on agencies that have high security needs or a mission strategic to the properties' location. 3 Primarily first generation properties where there is a reasonably high probability of renewing the tenant in place and where ongoing capital needs are expected to be modest. Expected Benefits ✓ Reducing the average age of our property portfolio. ✓ Lengthening the weighted average term of our leases. ✓ Increasing the likelihood of retaining our tenants. Reshaping the tenant and geographic diversification of our property portfolio. 7#8OFFICE PROPERTIES INCOME TRUST Government . • BENEFITS OF GOVERNMENT AND SINGLE TENANT LEASING Superior credit, stable cash flow. The U.S. Government and State governments offer the best credit quality in the office sector. Long lease terms with high tenant retention. GSA is focused on lease terms of 10 to 20 years, and on average, occupies the same space for 21.6 years. (1) GSA downsizing efforts are stabilizing. Creating value. GSA and State tenants are focused on leasing decisions that drive value, which creates opportunities for experienced investors/operators like OPI (i.e. early renewals and restructures to lock in longer lease terms and stability). Representative Government Tenants US Citizenship and Immigration Services MIRS GDOT Georgia Department Single Tenant OPI's best-in-class single tenant office properties tend to be strategic to tenants, such as built-to-suit properties, corporate headquarters and properties where the tenant has invested capital. We believe buildings with these characteristics create a high probability of lease renewal. Long term leases with no or low vacancy. Leases are generally net with contractual rent increases of 2-3% per year. Tenants are typically high credit quality or have corporate guarantees. Less exposure to capital and maintenance costs. Representative Single Tenants SHOOK Bank of America HARDY & BACON CDC ANKTONA RIVERSTA IBM WestRock NORTHROP GRUMMAN (T) Tyson ‣ PNC Allstate. ADP B TAILORED BRANDS servicenow Washington State Department of Social Health Services CA Leveraging RMR's shared services platform, more than 30 offices across the U.S. and more than 20 years of leasing experience, OPI drives value for shareholders with: ✓ Local market expertise nationwide. Deep relationships with brokers, tenants and the GSA. ✓ Greater visibility and understanding of tenant and government agency needs, funding and long term plans. Source: The Benefits of Longer Firm-Term Leases (June 25, 2018) - www.gsa.gov. 00 8#9OFFICE PROPERTIES INCOME TRUST RECENT COMPANY RECOGNITION In April 2019, OPI received the 2019 ENERGY STAR® Partner of the Year Award from the U.S. Environmental Protection Agency and the U.S. Department of Energy for its outstanding efforts in energy management for the second consecutive year. In June 2019, OPI was recognized as a Silver-level 2019 Green Lease Leader by the Institute for Market Transformation and the U.S. Department of Energy's Better Buildings Alliance at the 2019 Building Owners and Managers Association (BOMA) International Annual Conference. In September 2019, RMR received the Real Estate Management Excellence (REME) Award for Employee & Leadership Development from the Institute of Real Estate Management (IREM) at its 2019 Global Summit. Property awards received by OPI in 2019: ENERGY energySTAR PARTNER GREEN LEASE LEADER Malden, MA PROPERTY NAME 9174 Sky Park Court CITY STATE BUILDING AWARD San Diego CA BOMA 360 Designation 251 Causeway Street Boston MA LEED Silver Certification OPI's total portfolio: 75 Pleasant Street Malden MA BOMA 360 Designation One Montvale Avenue Stoneham MA LEED Silver Recertification 11411 E. Jefferson Avenue Detroit MI BOMA 360 Designation 70 properties are ENERGY STAR certified 29 properties are LEED certified One Coliseum Centre 5000 Corporate Court 3600 Wiseman Boulevard 65 Bowdoin Street Charlotte NC BOMA 360 Designation Holtsville NY LEED Silver Recertification 31 properties are designated as 360 Performance Buildings by BOMA San Antonio TX BOMA 360 Designation South Burlington VT LEED Silver Certification 9#10OFFICE PROPERTIES INCOME TRUST OPI IS MANAGED BY THE RMR GROUP, AN ALTERNATIVE ASSET MANAGER RMR's Operations Include: $32.8 Billion in AUM Combined RMR Managed Companies $ 0° $12 Billion in Annual Revenues Financial Services: Real Estate Services: Acquisitions / Dispositions Business Services: Administration Approximately 600 CRE Professionals Over 2,200 Properties Accounting Capital Markets Compliance/ Audit Asset Management Construction / Development Human Resources Information Technology (IT) Finance / Engineering Investor Relations Planning More than 30 Offices Throughout the U.S. Treasury Leasing Marketing Nearly 50,000 Employees Tax Property Management Legal / Risk Management National Multi-Sector Investment Platform Office Industrial Government Medical Office Life Science Senior Living Hotels Retail ------ 皿 10#11OFFICE PROPERTIES INCOME TRUST OPI BENEFITS FROM ITS RELATIONSHIP WITH RMR Provides OPI with scale and efficiencies. • OPI has no employees; RMR provides all the employees. • RMR's acquisitions team sees a substantial number of properties marketed for sale in every market across the United States. • RMR can attract very strong real estate professionals (acquisitions, asset management, property management, finance, accounting, etc.) because of the size of the portfolios for which they will be responsible. • RMR provides job growth opportunities for employees which is a benefit when hiring in a tight job market. • RMR property management employees focus only on assets managed • by RMR, with no conflicting responsibilities for other owners. OPI benefits from the scale of a $32.8 billion platform. Examples: O Centralized procurement. О Centralized services. О Banking and capital markets. OPI's G&A as a percent of total assets compares favorably to its peer group: (1) 1.0% 0.91% 0.80% 0.84% 0.87% 0.8% 0.70% 0.59% 0.61% 0.55% 0.6% 0.4% 0.2% 0.0% OFC OPI FSP HIW CXP PDM DEA CIO (1) Source: Company filings. Data is for the twelve months ended September 30, 2019. GSA leasing presents a high barrier to entry for many investors. For OPI, it is an opportunity. OPI's and RMR's highly qualified team has more than 20 years of experience - We believe that we understand GSA leasing as well or better than anyone out there. Our deep relationships with GSA, tenant agencies and the brokerage community (capital markets and leasing) drive value for our shareholders, with: Better visibility and understanding of agency needs, funding and long term plans, which allows us to acquire properties with knowledge of a high probability of renewal. 。 Significant knowledge and experience with the GSA's process. RMR employees serve alongside the GSA on strategic committees focused on improving the Lessor/Lessee relationship and leasing process. Representatives of RMR have a seat at the table to promote a mutually beneficial environment. RMR's development platform can drive value for GSA growth and retention. We have the ability to provide strategic solutions for agencies that need more space or a new building. 11#12OFFICE PROPERTIES INCOME TRUST FEES THAT OPI PAYS TO RMR ARE PRIMARILY PERFORMANCE BASED WHICH ALIGNS INTERESTS WITH SHAREHOLDERS RMR base management fee tied to OPI share price performance. • Consists of an annual fee equal to generally 50 bps multiplied by the lower of: (1) OPI's historical cost of real estate, or (2) OPI's total market capitalization. There is no incentive for RMR to complete any transaction that could reduce share price. RMR incentive fees contingent on total shareholder return outperformance. . Equal to 12% of value generated by OPI in excess of the benchmark index total returns (SNL U.S. REIT Office Index) per share over a three year period, subject to a cap (1.5% of equity market cap). Outperformance must be positive. • Shareholders keep 100% of benchmark returns and at least 88% of returns in excess of the benchmark. Other fees. • Property management fee: consists of an annual fee based on 3.0% of rents collected at OPI's managed properties. Construction management fee based on 5.0% of project costs. Alignment of Interests If OPI's stock price goes up and its total market cap exceeds its historical cost of real estate; RMR base management fee is capped at 50 bps of historical cost of real estate. If OPI's stock price goes down and its historical cost of real estate exceeds its total market cap; RMR gets less base management fee (50 bps on equity market cap plus debt). Incentive fee structure keeps RMR focused on increasing total shareholder return. Members of RMR senior management are holders of OPI stock, some subject to long term lock up agreements. OPI shareholders have visibility into RMR, a publicly traded company. OPI benefits from RMR's national footprint and economies of scale of $32.8 billion platform. 12#13DAVID BLACKMAN President and Chief Executive Officer OFFICE PROPERTIES INCOME TRUST EXECUTIVES AND BOARD OF TRUSTEES MATT BROWN Chief Financial Officer and Treasurer CHRIS BILOTTO Vice President Mr. Blackman is our President and Chief Executive Officer and has been a member of Senior Management since GOV's formation in 2009. Mr. Blackman has been a Managing Trustee of OPI since 2019 and is also Executive Vice President of The RMR Group LLC. Prior to joining RMR in 2009, Mr. Blackman was a real estate investment banker at Wachovia Corporation and its predecessors for over 20 years. Mr. Brown has been our Chief Financial Officer and Treasurer since 2019. Mr. Brown is also Senior Vice President of The RMR Group LLC and is responsible for the day to day oversight of the accounting and finance support functions of RMR and its various affiliates. Prior to joining RMR in 2007, Mr. Brown worked in the audit practice of Wolf & Company, a public accounting firm headquartered in Boston, MA. Mr. Bilotto has been our Vice President since 2019. Mr. Bilotto is also Vice President of The RMR Group LLC and is responsible for asset management oversight for all office and industrial properties managed by RMR as well as development and redevelopment across the United States. Prior to joining RMR in 2011, Mr. Bilotto worked at General Growth Properties (NYSE: GGP) in various management roles. ELENA POPTODOROVA Lead Independent Trustee WILLIAM LAMKIN Independent Trustee Board of Trustees DONNA FRAICHE Independent Trustee JEFFREY SOMERS Independent Trustee BARBARA GILMORE Independent Trustee ADAM PORTNOY Managing Trustee JOHN HARRINGTON Independent Trustee DAVID BLACKMAN Managing Trustee 13#14National Scale Diversification OFFICE PROPERTIES INCOME TRUST WHY INVEST IN OPI? • $4.7 billion office REIT.(1) . 200 properties. • 27.3 million square feet. . Properties are located across 36 states and Washington, DC. Other than government, which accounts for 40% of annualized rent, the next largest tenant industry concentration is technology and communications (16%). No tenant other than the U.S. Government accounts for more than 3% of annualized rent. • Secure and Stable Income 40% of OPI's rental income is paid by government tenants. . 64% of OPI's rental income is derived from investment grade rated tenants. . 60% of leases expire in 2024 and after. Capital Recycling Program Strong Dividend Position • RMR Benefits Initially selling assets to reduce leverage to OPI's long term target of 6.0x to 6.5x net debt to annualized Adjusted EBITDAre. $100 million to $300 million annually to reinvest in properties intended to improve the portfolio quality. Dividend of $0.55 per share per quarter ($2.20 per share per year). Dividend is well covered and on target to be below 75% of cash available for distribution (CAD) for 2019. Dividend yield of 7.2% at September 30, 2019. RMR provides OPI with scale and efficiencies from its $32.8 billion platform. 600 commercial real estate professionals across more than 30 nationwide offices. G&A expense compares favorably to OPI's peer group. (1) Total gross assets. 14#15Provo, UT Centennial, CO Washington, D.C. APPENDIX Kansas City, MO Norfolk, VA#16OFFICE PROPERTIES INCOME TRUST 440 First Street NW, Washington D.C. Square Feet: Occupancy: 141,576 96.5% (9/30/2019) Sustainability: LEED Platinum REPRESENTATIVE PROPERTIES WALT: 6.5 years Amenities: Rooftop terrace, fitness center and conference center Tenant(s): Multi-tenant building: Acumen LLC, Associated Builders, Lewis Burke Associates Property Overview: In 2013, 440 First Street was fully renovated to include the addition of two floors, façade replacement, new HVAC system, new elevator, rooftop terrace, fitness center and conference center. This trophy Class A freestanding building provides a phenomenal window to office ratio of one per 400 sq. ft. and is located just blocks from the U.S. Capitol, the Union Station transportation hub and Judiciary Square Metro Stations. The building's best-in-class amenity offering and central location have driven leasing and led to the building's above market occupancy rate. 86 Walk Transit Bike Score Score Score 97 86#171401 K Street NW, Washington D.C. Square Feet: Occupancy: WALT: 123,001 90.7% (9/30/2019) OFFICE PROPERTIES INCOME TRUST REPRESENTATIVE PROPERTIES 5.6 years Amenities: Lounge, conference center, bike storage, Tenant(s): fitness center and coveted 2nd-floor gathering space Multi-tenant building: Le Pain Quotidien, Center for Democracy Property Overview: Located in the heart of downtown Washington, D.C., 1401 K Street is at the nexus of the CBD and East End submarkets. The trendy 14th Street corridor offers numerous walkable retail and hospitality options as well as easy access to the Metro. The building offers views of Franklin Square and is less than a half mile from the White House. A recent renovation added amenities including conference center, lounge, fitness center and bike storage. Its premier location, amenity package and unique Art Deco architecture positions the building as a desirable location as evidenced by its strong leasing demand. I Walk Transit Bike Score 96 Score Score 100 93#18OFFICE PROPERTIES INCOME TRUST 400 South Jefferson Street, Chicago, IL REPRESENTATIVE PROPERTIES Square Feet: 247,716 Occupancy: 100% (9/30/2019) Sustainability: ENERGY STAR Certified, LEED Gold, BOMA 360 Designation and 2017 Chicago and Regional TOBY Corporate Facility Award Winner WALT: 8.3 years Amenities: Auditorium, roof deck Tenant(s): Tyson Foods, Inc. (Baa2) Property Overview: 400 South Jefferson underwent major renovations in 2012 to customize the space for Tyson Foods. The building's modern design and ability to cater to a large office user will generate interest on par with the West Loop submarket's best performing real estate. Walgreens, Uber, McDonalds and Google are some of the major tenants that have contributed to the area's explosive growth. The West Loop is home to the French Market, Chicago Riverwalk, Kent Law and some of the city's most popular restaurants. Whether taking the Metra from Chicago's affluent North Shore or riding the Red Line from the city's eccentric neighborhoods to Union Station, 400 South Jefferson will continue to benefit from its proximity to the city's largest bus and train terminal. Walk Transit Bike Score Score Score 93 100 87#19OFFICE PROPERTIES INCOME TRUST 600 West Peachtree Street NW, Atlanta, GA REPRESENTATIVE PROPERTIES Square Feet: 375,952 Occupancy: 96.4% (9/30/19) Sustainability: LEED Gold WALT: 9 years Tenant(s): Multi-tenant building: Georgia Department of Transportation (82% of building) Property Overview: 600 West Peachtree is a prominent 28-story office tower that occupies a central position within Atlanta's skyline. The building is anchored by the Georgia Department of Transportation (GDOT) headquarters (S&P rated AAA). The building enjoys a prominent location in Midtown Atlanta and is one block from the I-75/85 Downtown Connector, adjacent to Atlanta's MARTA rail and is within walking distance to several hotel, restaurant and retail options. Georgia Tech (Georgia Institute of Technology) is a technology-focused college in Atlanta and one of the top research universities in the United States. Located less than 0.3 miles from the property, the campus embodies 25,000 students and is ranked in the nation's top 5 public universities by U.S. News & World Report. Walk Transit Bike Score Score Score 86 71 73#20OFFICE PROPERTIES INCOME TRUST (dollars in thousands, except per share data) KEY FINANCIAL DATA Selected Balance Sheet Data: Total gross assets (1) Total assets Total liabilities Total shareholders' equity Selected Income Statement Data: Rental income Net income (loss) available for common shareholders Consolidated Property NOI (2) Adjusted EBITDAre (3) FFO available for common shareholders (4) Normalized FFO available for common shareholders (4) 9/30/2019 As of and for the Three Months Ended 6/30/2019 3/31/2019 12/31/2018 9/30/2018 $ 4,735,814 $ 4,360,249 $2,693,636 $ 1,666,613 $5,198,382 $5,313,886 $5,613,730 $ 3,847,915 $ 4,804,322 $3,107,836 $1,696,486 $ 4,927,198 $ 3,140,194 $ 1,787,004 $1,778,968 $ 5,238,583 $ 3,484,425 $3,459,615 $ 2,245,064 $1,239,361 $ 167,411 $ 176,032 $ 174,777 $ 103,656 $ 106,102 $ (3,939) $ (64,774) $ 34,019 $ (57,695) $ $ 108,693 $ 120,723 $ 116,868 $ 62,026 $ (449) 64,462 $ 102,886 $ 114,897 $ 111,162 $ 57,901 $ 73,573 $ 69,455 $ $ 69,739 $ 79,081 $ 72,275 79,250 $ 26,340 $ 36,367 73,273 $ 39,101 $ 52,967 Per Common Share Data: Net income available for common shareholders (basic and diluted) $ (0.08) $ FFO available for common shareholders (4) (basic) 1.44 $ FFO available for common shareholders (4) (diluted) $ 1.45 $ (1.35) $ 1.65 $ 1.65 $ 0.71 1.50 1.53 $ $ (2.31) $ (0.02) 1.05 $ 1.47 1.56 $ 2.14 Normalized FFO available for common shareholders (4) (basic and diluted) Dividends: Annualized dividends paid per share during period Annualized dividend yield (at end of period) (5) Normalized FFO available for common shareholders payout ratio (4) $ 2.20 7.2% 37.9% $ 2.20 $ 8.4% 2.20 $ 8.0% 6.88 $ 25.0% 6.88 15.2% 33.3% 35.9% 110.3% 81.1% 1) Total gross assets is total assets plus accumulated depreciation. 2) 3) See Appendix for the calculation of Property NOI and a reconciliation of net income (loss) available for common shareholders determined in accordance with GAAP to that amount. See Appendix for the calculation of Adjusted EBITDAre and a reconciliation of net income (loss) determined in accordance with GAAP to that amount. 4) See Appendix for the calculation of FFO available for common shareholders and Normalized FFO available for common shareholders and a reconciliation of net income (loss) available for common shareholders determined in accordance with GAAP to those amounts. 5) Annualized dividend yield is the annualized dividend paid during the period divided by the closing price of our common shares at the end of the period. 20 20#21(dollars in thousands) OFFICE PROPERTIES INCOME TRUST DEBT SUMMARY(1) Coupon Interest Principal Rate (2) Rate (3) Balance Maturity Date Due at Maturity Years to Maturity Unsecured Floating Rate Debt: $750,000 unsecured revolving credit facility (4) (5) 3.047% 3.047% $ 210,000 1/31/2023 $ 210,000 3.3 Unsecured Fixed Rate Debt: Senior unsecured notes due 2020 3.600% 3.608% 400,000 2/1/2020 400,000 0.3 Senior unsecured notes due 2022 4.150% 4.196% 300,000 2/1/2022 300,000 2.3 Senior unsecured notes due 2022 4.000% 4.000% 300,000 7/15/2022 300,000 2.8 Senior unsecured notes due 2024 4.250% 4.404% 350,000 5/15/2024 350,000 4.6 Senior unsecured notes due 2025 4.500% 4.770% 400,000 2/1/2025 400,000 5.3 Senior unsecured notes due 2046 5.875% 5.875% 310,000 5/1/2046 310,000 26.6 Subtotal weighted average 4.366% 4.453% 2,060,000 2,060,000 6.6 Secured Fixed Rate Debt: Mortgage debt - One property in Washington, DC 5.720% 3.690% 33,096 7/1/2020 32,462 0.8 Mortgage debt - One property in Philadelphia, PA 4.032% 4.220% 40,243 8/3/2020 39,635 0.8 Mortgage debt - One property in Lakewood, CO Mortgage debt - One property in Fairfax, VA (6) 8.150% 6.150% 2,000 3/1/2021 118 1.4 5.877% 5.877% 13,236 8/11/2021 12,702 1.9 Mortgage debt - One property in Washington, DC Mortgage debt - Three properties in Seattle, WA 4.220% 4.190% 26,697 7/1/2022 24,668 2.8 3.550% 4.210% 71,000 5/1/2023 71,000 3.6 Mortgage debt - One property in Chicago, IL 3.700% 4.210% 50,000 6/1/2023 50,000 3.7 Mortgage debt - One property in Washington, DC Mortgage debt - One property in Washington, DC 4.800% 4.190% 24,210 6/1/2023 22,584 3.7 4.050% 4.440% 66,780 9/1/2030 60,566 10.9 Subtotal weighted average 4.223% 4.282% 327,262 313,735 4.3 Total weighted average 4.241% 4.318% $ 2,597,262 $ 2,583,735 6.1 Excludes two mortgage notes with an aggregate principal balance of $82,000 which are secured by three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. (2) Reflects the interest rate stated in, or determined pursuant to, the contract terms. (3) Includes the effect of mark to market accounting for certain mortgages and discounts on senior unsecured notes. Excludes the effect of debt issuance costs amortization. (4) We are required to pay interest on borrowings under our revolving credit facility at a rate of LIBOR plus a premium of 110 basis points per annum. We also pay a facility fee of 25 basis points per annum on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. The interest rate listed above is as of September 30, 2019 and excludes the 25 basis point facility fee. Subject to the payment of an extension fee and meeting certain other conditions, we may extend the maturity date of our revolving credit facility for two additional six month periods. (5) The maximum aggregate borrowing availability under the credit agreement governing our revolving credit facility may be increased to up to $1,950,000 in certain circumstances. (6) The carrying value of this mortgage debt of $13,198 as of September 30, 2019 is net of unamortized issuance costs totaling $38 and is included in liabilities of properties held for sale in our condensed consolidated balance sheet. 21#22OFFICE PROPERTIES INCOME TRUST CALCULATION OF PROPERTY NOI AND PROPERTY CASH BASIS NOI (1) (dollars in thousands) 9/30/2019 6/30/2019 For the Three Months Ended 3/31/2019 12/31/2018 9/30/2018 For the Nine Months Ended 9/30/2019 9/30/2018 Calculation of Property NOI and Property Cash Basis NOI: Rental income (2) Property operating expenses 167,411 $ (58,718) 176,032 $ 174,777 $ 103,656 $ (55,309) (57,909) (41,630) 106,102 $ (41,640) 518,220 $ (171,936) 322,904 (124,113) Property NOI 108,693 120,723 116,868 62,026 64,462 346,284 198,791 Non-cash straight line rent adjustments included in rental income (2) Lease value amortization included in rental income (2) (6,904) (5,667) (6,794) (2,339) (1,990) (19,365) (7,825) 35 1,446 1,147 542 773 2,628 2,361 Lease termination fees included in rental income (2) (22) (8,867) (294) (58) (122) (9,183) (122) Non-cash amortization included in property operating expenses (3) (121) (121) (121) (121) (121) (363) (363) Property Cash Basis NOI $ 101,681 $ 107,514 $ 110,806 $ 60,050 $ 63,002 $ 320,001 $ 192,842 Reconciliation of Net Income (Loss) Available for Common Shareholders to Property NOI and Property Cash Basis NOI: Net income (loss) available for common shareholders Preferred units of limited partnership distributions (3,939) (64,774) $ 34,019 (57,695) $ (449) $ (34,694) 35,440 371 Net income (loss) (3,939) (64,774) 34,019 (57,695) (449) (34,694) 35,811 (Income) loss from discontinued operations 18,150 (9,274) (23,872) Loss on early extinguishment of debt Income (loss) from continuing operations Equity in net (earnings) losses of investees Income tax (benefit) expense Interest expense (3,939) (64,774) 34,019 (39,545) (9,723) (34,694) 11,939 196 142 235 1,157 (94) 573 1,112 156 (130) 483 (7) 9 509 124 284 71 414 709 769 32,367 35,348 37,133 20,421 23,374 104,848 69,444 Interest income (358) (241) (248) (234) (140) (847) (405) Unrealized (gain) loss on equity securities 66,135 (22,128) 48,229 (17,425) 44,007 (40,677) Dividend income (980) (Gain) loss on sale of real estate (11,463) General and administrative 7,990 17 8,744 (980) (22,092) (425) (304) (1,960) (912) (3,332) (33,538) (17,329) 8,723 (11,516) 22,383 25,457 36,438 Acquisition and transaction related costs 98 584 10,695 3,813 682 3,813 Loss on impairment of real estate 8,521 2,380 3,204 2,830 14,105 5,800 Depreciation and amortization 74,939 73,913 77,521 33,044 42,569 226,373 129,444 Property NOI 108,693 120,723 116,868 62,026 64,462 346,284 198,791 Non-cash amortization included in property operating expenses Lease termination fees included in rental income (2) (3) (121) (121) (121) (121) (121) (363) (363) (22) (8,867) (294) (58) (122) (9,183) (122) Lease value amortization included in rental income (2) 35 Non-cash straight line rent adjustments included in rental income (2) Property Cash Basis NOI (6,904) 101,681 $ 1,446 (5,667) 107,514 $ 1,147 542 773 2,628 2,361 (6,794) 110,806 $ (2,339) (1,990) (19,365) (7,825) 60,050 $ 63,002 $ 320,001 $ 192,842 1) 2) 3) See Definitions of Certain Non-GAAP Financial Measures on page 22 for the definitions of Consolidated Property NOI and Consolidated Property Cash Basis NOI, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. Excludes three properties owned by our two unconsolidated joint ventures in which we own 51% and 50% interests. We report rental income on a straight line basis over the terms of the respective leases; accordingly, rental income includes non-cash straight line rent adjustments. Rental income also includes expense reimbursements, tax escalations, parking revenues, service income and other fixed and variable charges paid to us by our tenants, as well as the net effect of non-cash amortization of intangible lease assets and liabilities and lease termination fees, if any. 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. 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 are included in property operating expenses. 22#23OFFICE PROPERTIES INCOME TRUST CALCULATION OF EBITDA, EBITDAre AND ADJUSTED EBITDAre (1) (dollars in thousands) 9/30/2019 6/30/2019 For the Three Months Ended 3/31/2019 12/31/2018 9/30/2018 For the Nine Months Ended 9/30/2019 9/30/2018 EBITDA Net income (loss) Add (less): Interest expense Income tax (benefit) expense Depreciation and amortization Add (less): Loss on impairment of real estate (Gain) loss on sale of real estate (3,939) $ (64,774) $ 34,019 32,367 35,348 37,133 $ (57,695) 20,421 $ (449) $ 23,374 156 (130) 483 (7) 9 (34,694) $ 104,848 509 35,811 69,444 124 74,939 73,913 77,521 33,044 42,569 226,373 129,444 103,523 44,357 149,156 (4,237) 65,503 297,036 234,823 8,521 2,380 3,204 2,830 14,105 5,800 (11,463) 17 Distributions received from unconsolidated joint ventures 852 600 (22,092) 521 (3,332) (33,538) (17,329) 705 813 1,973 3,046 Distributions received from SIR 12,708 38,124 Equity in earnings of SIR included in discontinued operations - (515) (9,253) (23,843) Equity in losses of unconsolidated joint ventures 280 272 639 791 738 1,191 1,994 Net gain on issuance of shares by SIR included in discontinued operations Loss on sale of SIR shares included in discontinued operations (2) (21) (29) 18,665 EBITDAre 101,713 47,626 131,428 14,907 70,488 280,767 242,586 Add (less): Acquisition and transaction related costs (3) 98 584 10,695 3,813 682 3,813 General and administrative expense paid in common shares (4) Estimated business management incentive fees (5) 889 967 864 Loss on early extinguishment of debt 284 71 (Gain) loss on equity securities, net (6) 66,135 414 (22,128) Adjusted EBITDAre $ 102,886 $ 114,897 $ 111,162 334 (16,973) 709 48,229 $ 57,901 461 16,236 2,720 1,003 16,973 769 (17,425) $ 73,573 $ 44,007 328,945 $ (40,677) 223,698 1) See Definitions of Certain Non-GAAP Financial Measures on page 22 for the definitions of EBITDA, EBITDAre and Adjusted EBITDAre and a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. 2345 5) 2) 3) On October 9, 2018, we sold our investment in Select Income REIT, or SIR, at a loss. Acquisition and transaction related costs consists of costs incurred in connection with the merger with SIR, or the Merger. 4) Amounts represent equity based compensation to our trustees, our officers and certain other employees of RMR LLC. 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 condensed 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 such expense 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. No business management incentive fee was payable under our business management agreement for 2018. As successor to SIR as a result of the Merger, we assumed the obligation to pay SIR's business management incentive fee for 2018. SIR's business management incentive fee for 2018 of $25,817 was paid by us in January 2019. Pursuant to GAAP, the business management incentive fee that SIR incurred for 2018 was not recorded in our consolidated statement of income (loss) for the year ended December 31, 2018, but that amount was included in our consolidated balance sheet as of December 31, 2018 within due to related persons. 6) Unrealized gain (loss) on equity securities represents the adjustment required to adjust the carrying value of our investment in RMR Inc. common shares to its fair value as of the end of the period. On July 1, 2019, we sold our investment in RMR Inc. common stock. 23#24OFFICE PROPERTIES INCOME TRUST CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO(1) (dollars in thousands, except per share data) 9/30/2019 6/30/2019 For the Three Months Ended 3/31/2019 12/31/2018 9/30/2018 For the Nine Months Ended 9/30/2019 9/30/2018 Net income (loss) available for common shareholders Add (less): Depreciation and amortization: Consolidated properties Unconsolidated joint venture properties (3,939) $ (64,774) $ 34,019 $ (57,695) $ (449) $ (34,694) $ 35,440 74,939 73,913 77,521 33,044 42,569 1,397 1,410 1,751 1,920 1,913 226,373 4,558 129,444 6,283 FFO attributable to SIR investment 1,859 19,012 49,914 Loss on impairment of real estate 8,521 2,380 3,204 2,830 14,105 5,800 Equity in earnings of SIR included in discontinued operations (515) (9,253) (23,843) (Gain) loss on sale of real estate (11,463) 17 (22,092) (3,332) - (33,538) (17,329) (Gain) loss on equity securities, net (2) 66,135 (22,128) 48,229 (17,425) 44,007 (40,677) FFO available for common shareholders 69,455 79,081 72,275 26,340 36,367 220,811 145,032 Add (less): Acquisition and transaction related costs (3) 98 584 10,695 3,813 682 3,813 Loss on early extinguishment of debt 284 71 414 709 769 Normalized FFO attributable to SIR investment FFO attributable to SIR investment Net gain on issuance of shares by SIR included in discontinued operations Estimated business management incentive fees (4) Loss on sale of SIR shares included in discontinued operations (5) 1,524 (1,859) 15,584 42,482 (19,012) (49,914) (16,973) (21) 16,236 (29) 16,973 18,665 Normalized FFO available for common shareholders $ 69,739 $ 79,250 $ 73,273 $ 39,101 $ 52,967 $ 222,262 $ 158,357 Weighted average common shares outstanding (basic) Weighted average common shares outstanding (diluted) 48,073 48,049 48,031 48,073 48,049 48,046 25,027 25,027 24,768 24,768 48,051 48,051 24,764 24,769 Per common share amounts: Net income (loss) available for common shareholders (basic and diluted) FFO available for common shareholders (basic and diluted) $ (0.08) $ 1.44 $ 1.45 $ (1.35) $ 1.65 $ 1.65 $ 0.71 1.50 1.53 $ $ (2.31) $ (0.02) $ 1.05 1.56 $ $ 1.47 $ (0.72) $ 4.60 $ 1.43 5.86 2.14 $ 4.63 $ 6.39 1) 2) 3) 4) 5) Normalized FFO available for common shareholders (basic and diluted) See Definitions of Certain Non-GAAP Financial Measures on page 22 for the definitions of FFO available for common shareholders and Normalized FFO available for common shareholders, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. (Gain) loss on equity securities, net represents the adjustment required to adjust the carrying value of our investment in RMR Inc. common stock to its fair value as of the end of the period. On July 1, 2019, we sold our investment in RMR Inc. common stock. Acquisition and transaction related costs consists of costs incurred in connection with the Merger. 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. In calculating net income (loss) available for 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) available for common shareholders, we do not include such expense in the calculation of Normalized FFO available for common shareholders until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. No business management incentive fee was payable under our business management agreement for 2018. As successor to SIR as a result of the Merger, we assumed the obligation to pay SIR's business management incentive fee for 2018. SIR's business management incentive fee for 2018 of $25,817 was paid by us in January 2019. Pursuant to GAAP, the business management incentive fee that SIR incurred for 2018 was not recorded in our consolidated statement of income (loss) for the year ended December 31, 2018, but that amount was included in our consolidated balance sheet as of December 31, 2018 within due to related persons. On October 9, 2018, we sold our investment in SIR at a loss. 24#25OFFICE PROPERTIES INCOME TRUST DEFINITIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES Non-GAAP Financial Measures We present certain "non-GAAP financial measures" within the meaning of applicable SEC rules, including Property NOI, Property Cash Basis NOI, EBITDA, EBITDAre, Adjusted EBITDAre, FFO available for common shareholders and Normalized FFO available for common shareholders. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to income (loss) from continuing operations, net income (loss) or net income (loss) available for common shareholders as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with income (loss) from continuing operations, net income (loss) and net income (loss) available for common shareholders as presented in our condensed consolidated statements of income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with income (loss) from continuing operations, net income (loss) and net income (loss) available for 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 expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of Property NOI and 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. Property NOI and Property Cash Basis NOI The calculations of Property net operating income, or NOI, and Cash Basis NOI exclude certain components of net income (loss) available for common shareholders in order to provide results that are more closely related to our property level results of operations. We calculate Property NOI and Property Cash Basis NOI as shown on page 19. We define Property NOI as income from our rental of real estate less our property operating expenses. Property NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization expense. We define Property Cash Basis NOI as Property NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fees, if any, and non-cash amortization included in other operating expenses. We use Property NOI and Property Cash Basis NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITS may calculate Property NOI and Property Cash Basis NOI differently than we do. EBITDA, EBITDAre and Adjusted EBITDAre We calculate earnings before interest, taxes, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, and Adjusted EBITDAre as shown on page 20. 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 and adjustments to reflect our share of EBITDAre of our unconsolidated joint ventures and our prior investment in SIR included in discontinued operations. In calculating Adjusted EBITDAre, we adjust for the items shown on page 20 and include business management incentive fees 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. FFO and Normalized FFO We calculate funds from operations, or FFO, available for common shareholders and Normalized FFO available for common shareholders as shown on page 21. FFO available for common shareholders is calculated on the basis defined by Nareit, which is net income (loss) available for common shareholders, calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and our proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, and the difference between FFO attributable to an equity investment and equity in earnings of SIR included in discontinued operations, but excluding impairment charges on and increases in the carrying value of real estate assets, any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO available for common shareholders, we adjust for the items shown on page 21 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an 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. FFO available for common shareholders and Normalized FFO available for 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 credit agreement and 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 available for common shareholders and Normalized FFO available for common shareholders differently than we do. 25 25#26OFFICE PROPERTIES INCOME TRUST Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 OPIREIT.COM 26