8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) March 3, 2011

WINTHROP REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Ohio

                                         (State or Other Jurisdiction of Incorporation)                                        

001-06249		34-6513657
(Commission File Number)		(I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts		02114
(Address of Principal Executive Offices)		(Zip Code)
	(617) 570-4614
(Registrant's Telephone Number, Including Area Code)

 n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

o Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into Material Definitive Agreement

On March 3, 2011, WRT Realty L.P. (the “Operating Partnership”), Winthrop Realty Trust’s (the “Trust”) wholly-owned operating partnership, entered into an Amended and Restated Loan Agreement with KeyBank, National Association (“KeyBank”) which amended and restated in its entirety the existing credit revolving credit facility with KeyBank (the “Credit Facility”).  Pursuant to the amended and restated agreement, the Operating Partnership can borrow, on a revolving basis, up to $50 million, subject to increase up to $150 million.  The Credit Facility matures March 3, 2014 with the option on the part of the Operating Partnership to extend the term for an additional year.  Amounts borrowed under the revolving credit line bear interest at a rate of LIBOR plus 3.0%.

The Credit Facility requires monthly payments of interest only.  To the extent that the amounts outstanding under the Credit Facility are in excess of the borrowing base (as calculated), the Operating Partnership would be required to make a principal payment to the extent of such excess.  The Operating Partnership may prepay and reborrow amounts prepaid under the Credit Facility.

The Credit Facility is fully recourse to the Operating Partnership and the Trust has guaranteed the Operating Partnership’s obligations under the revolving credit line.  In addition, the revolving credit line is secured by certain of the Operating Partnership’s assets.

The Credit Facility contains representations, financial and other affirmative and negative covenants, events of defaults and remedies typical for this type of revolving credit loan. The principal financial covenants under the Credit Facility are (1) the Operating Partnership’s total indebtedness may not exceed 55% of its capitalized value; (2) the Operating Partnership’s adjusted EBITDA determined on a consolidated basis for the period of four consecutive fiscal quarters most recently ending may not be less than 150% of the Trust’s interest expense for such period; (3) the Trust’s adjusted EBITDA for the period of two consecutive fiscal quarters most recently ending may not be less than 125% of the Trust’s fixed charges for such period; (4) the Trust’s tangible net worth may not be less than $250,000,000 plus 75% of the net proceeds from certain equity offerings by the Trust; and (5) the Trust must maintain minimum liquidity of $10,000,000.

In addition, the Credit Facility contains a covenant that restricts the ability of the Operating Partnership to pay distributions in excess of certain amounts subject to certain exceptions, including an exception that allows the Operating Partnership to make distributions to the Trust in an amount sufficient to enable the Trust to maintain its status as a real estate investment trust.  The Trust does not anticipate that this provision will adversely affect the ability of its operating partnerships to make distributions sufficient for the Trust to pay dividends under its current dividend policy.

The Operating Partnership expects to draw sufficient funds to satisfy the existing debt on its Andover, Massachusetts and Burlington, Vermont properties which matures on March 7, 2011 and the loan scheduled to mature in June 2011 secured by certain of the Operating Partnership’s net lease properties.  After giving effect to the expected draw, the Operating Partnership will have $32.6 drawn under the Credit Facility.

A copy of the Amended and Restated Loan Agreement will be filed as an exhibit to Trust’s Annual Report on Form 10-K for the year ended December 31, 2010.

Item 2.02  Results of Operations and Financial Condition

On March 3, 2011, Winthrop Realty Trust issued a press release announcing its financial results for the three months and year ended December 31, 2010.  A copy of the release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this section of this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 3, 2011, the Trust entered into the amended and restated loan agreement described in Item. 1.01 of this Current Report.  The material terms and conditions pertaining to the Credit Facility are set forth in Item 1.01 of this Current Report and are incorporated in this Item 2.03.

The Credit Facility refinances the Operating Partnership’s previous secured credit facility under the loan agreement dated as of December 16, 2005, as amended.

Item 7.01. Regulation FD Disclosure.

On March 3, 2011, the Trust made available supplemental information, which the Trust refers to as the Supplemental Reporting Package, concerning the Trust’s operations and portfolio for the quarter and twelve months ended December 31, 2010.  A copy of the Supplemental Reporting Package is available at the Trust’s website, www.winthropreit.com under the “Investor Relations” tab.

Also on March 3, 2011, the Trust’s management discussed the Trust’s financial results for the quarter and year ended December 31, 2010 on a conference call with analysts and investors.  A transcript of the conference call is furnished herewith as Exhibit 99.3.

The information in this section of this Report on Form 8-K and Exhibits 99.2 and 99.3 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 8.01.  Other Events

On March 3, 2011, the Trust announced that its Board of Trustees has declared a regular quarterly dividend of $0.1625 per common share which dividend is payable on April 15, 2011 to common shareholders of record on March 31, 2011.

Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits

10.1 Amended and Restated Loan Agreement, dated March 3, 2011, among WRT Realty L.P., KeyBank National Association and the other lending institutions which are, or may become, party thereto, KeyBank National Association as agent, and KeyBanc Capital Markets, as arranger*

10.2 Guaranty, dated March 3, 2011, from Winthrop Realty Trust and certain of its subsidiaries in favor of KeyBank National Association*

99.1 Press Release dated March 3, 2011

99.2 Supplemental Reporting Package for the quarter and twelve months ended December 31, 2010

99.3 Transcript of conference call held March 3, 2011

* to be filed with the Trust’s Annual Report on Form 10-K for the year ended December 31, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 4th day of March, 2011.

WINTHROP REALTY TRUST
By:	/s/ Michael L. Ashner
	Michael L. Ashner
	Chairman and Chief Executive Officer

EX-99.1

WINTHROP REALTY TRUST ANNOUNCES RESULTS FOR

FOURTH QUARTER AND FULL YEAR 2010

Company Declares First Quarter 2011 Cash Dividend

FOR IMMEDIATE RELEASE

Boston, Massachusetts – March 3, 2011 – Winthrop Realty Trust (NYSE:FUR), a leading real estate value investor, announced today financial and operating results for the fourth quarter and full year ended December 31, 2010.  All per share amounts are on a fully diluted basis.

Fourth Quarter 2010 Investment Activity

· Acquired for $9.75 million an existing $39.0 million performing loan made to a private real estate equity fund and then modified the loan to provide for: (i) an interest rate of 15% on the $9.75 million investment amount; (ii) collateral in the form of a $3.0 million letter of credit, a first mortgage on land and other assets; and, (iii) a discounted payoff option after one year of $9.75 million.

· Acquired at par a $21.4 million, variable rate (currently 7.98%) senior participation in a B Note secured by a first mortgage lien on a 951,000 square foot, recently constructed three building, class A office complex located in Sunnyvale, California.

· Acquired for $5.25 million two bonds with an aggregate face amount of approximately $8.75 million, a weighted average interest rate of Libor plus 1.30% and a scheduled maturity date of November 1, 2011. The bonds are secured by the 260,000 square feet of office space constituting the office portion of Metropolitan Tower located in New York, New York.

· Acquired at par a $3.5 million performing, 11% first mortgage loan secured by an interest in four class B office buildings, containing 91,100 square feet of office space in Phoenix, Arizona. The loan has a scheduled maturity date of October 31, 2011.

· Executed on our strategy by foreclosing on a 118,000 square foot office building referred to as Crossroads II at Meridian, located in Englewood, Colorado, in which we held a first mortgage with a carrying amount of $8.4 million.

· Purchased for $8.7 million a 118,000 square foot office building known as Crossroads I at Meridian located in Englewood, Colorado.  The Crossroads I is a sister property to the Crossroads II at Meridian office building and is adjacent thereto.

· Purchased the land underlying the Plantation, Florida property leased to BellSouth Telecommunication, Inc. for $4.0 million.

· Purchased the land underlying the Andover, Massachusetts property leased to PAETEC Communications, Inc. for $1.2 million.

· Received $2.3 million from the repayment of two bonds purchased in the second quarter of 2010 for $1.2 million.

2011 Investment Activity

· Executed an agreement to purchase for $25.2 million an effective 75% interest in a joint venture which own the general partnership interests in and developer fees and advances receivable of approximately $57.5 million from partnerships owning 26 multifamily and senior housing properties comprising approximately 4,400 units located primarily in the Pacific Northwest and California with original limited partner investments of $131.4 million.  The portfolio has an in place aggregate net operating income of approximately $23.5 million with respect to approximately $232.5 million in outstanding debt.  We expect to close this transaction in stages throughout the second quarter of 2011.

· Formed a 50/50 joint venture to acquire for $15.6 million a performing $16.3 million first mortgage secured by a lien on a recently constructed, 26-story, 66 room limited service boutique hotel located on 46th Street between 5th and Madison Avenues in New York, New York.  The loan bears interest at a rate of 9.33% and will mature in May 2011, subject to one six month extension option.

· Entered into an agreement to acquire in a 50/50 joint venture two non-performing first mortgage loans with a total outstanding balance of $35.6 million secured by two grocery anchored retail centers located in Riverside County, California.  The loans are in maturity default and are accruing interest at a default rate of 8.92%.  Assuming satisfactory due diligence, this transaction is expected to close in late March 2011.

· Restructured a $30.1 million 5.88% interest rate performing first mortgage loan secured by a 276 unit Class A apartment community in Tempe, Arizona into a $15.2 million 4.85% interest senior participation and a $15.7 million junior participation with an effective current yield of 9.1% and a yield to maturity of 14.7%.  Concurrently with the restructuring the senior participation was sold at par.

· Entered into an agreement to sell at par a $10.0 million sub participation interest secured by the Beverly Hills Hilton Hotel that we acquired in December 2009 for $5.25 million.  The purchaser has the right to close at any time up to July 9, 2011.

· Entered into contracts to sell two of the vacant Kroger properties located in St. Louis, Missouri and Knoxville, Tennessee for an aggregate purchase price of $3.9 million, subject to the purchasers’ due diligence.

· Increased our credit facility from $35.0 million to $50.0 million, with an expansion option of up to $150.0 million, and extended its maturity date to March 2014.

Michael L. Ashner, Winthrop’s Chairman and Chief Executive Officer, commented, “We are pleased with our accomplishments in 2010.  We deployed $160.6 million in a variety of deep value real estate investments including below replacement cost assets, deeply discounted bonds and non performing loans.  Our capital raise in September provided us with the additional funds necessary to expand our value real estate investment strategy.”  Mr. Ashner added, “Despite the nascent economic recovery, real estate fundamentals continue to remain anemic which we believe will provide Winthrop with one of the largest deal pipelines we have seen in more than a decade.  We are energized by the opportunities that we are seeing and look forward to a productive 2011.”

Fourth Quarter 2010 Financial Results

Net income applicable to Common Shares for the quarter ended December 31, 2010 was $3.8 million, or $0.14 per Common Share, compared with a net loss of ($6.0) million, or ($0.34) per Common Share for the quarter ended December 31, 2009.

For the quarter ended December 31, 2010, the Company reported Funds from Operations applicable to Common Shares (FFO) of $8.3 million, or $0.31 per Common Share, compared with negative FFO of ($2.0) million, or ($0.11) per Common Share for the quarter ended December 31, 2009.

Year Ended December 31, 2010 Financial Results

Net income applicable to Common Shares for the year ended December 31, 2010 was $16.2 million or $0.72 per Common Share as compared with a net loss of ($84.5) million or ($5.19) per Common Share for the year ended December 31, 2009.

FFO for the year ended December 31, 2010 was $32.4 million, or $1.41 per Common Share, compared with negative FFO of ($70.4) million, or ($4.32) per Common Share for December 31, 2009.

Supplemental Financial Information

Further details regarding financial results, properties and tenants can be accessed at www.winthropreit.com in the Investor Relations section.

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First Quarter 2011 Dividend Declaration

The Company’s Board of Trustees declared a dividend for the first quarter of 2011 of $0.1625 per Common Share payable on April 15, 2011 to common shareholders of record on March 31, 2011.

The Company also has declared the regular quarterly cash dividend of $0.40625 per Series B-1 Preferred Share and per Series C Preferred Share which is payable on April 29, 2011 to the holders of Series B-1 Preferred Shares or Series C Preferred Shares, as applicable, of record on April 18, 2011.

Conference Call Information

The Company will host a conference call to discuss its fourth quarter and full year end 2010 results today, Thursday, March 3, 2011 at 2:00 pm Eastern Time.  Interested parties may access the live call by dialing (877) 407-9205 or (201) 689-8054, or via the Internet at www.winthropreit.com within the News and Events section.  A replay of the call will be available through April 6, 2011 by dialing (877) 660-6853; account #286, confirmation #361604.  An online replay will also be available through April 3, 2011.

About Winthrop Realty Trust

Winthrop Realty Trust is a real estate investment trust (REIT) that owns, manages and lends to real estate and related investments, both directly and through joint ventures.  Winthrop Realty Trust is listed on the New York Stock Exchange and trades under the symbol “FUR.”  The Company has executive offices in Boston, Massachusetts and Jericho, New York. For more information please visit www.winthropreit.com.

Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  The statements in this release state the Company’s and management's hopes, intentions, beliefs, expectations or projections of the future and are forward-looking statements for which the Company claims the protections of the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995.  It is important to note that future events and the Company’s actual results could differ materially from those described in or contemplated by such forward-looking statements.  Factors that could cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) local real estate conditions, (iv) increases in interest rates, (v) increases in operating costs and real estate taxes, (vi) changes in accessibility of debt and equity capital markets and (vii) defaults by borrowers on loans.  Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's filings with the Securities and Exchange Commission, copies of which may be obtained from the Company or the Securities and Exchange Commission.  The Company refers you to the documents filed by the Company from time to time with the Securities and Exchange Commission, specifically the section titled "Risk Factors" in the Company's most recent Annual Report on Form 10-K, as may be updated or supplemented in the Company's Form 10-Q filings, which discuss these and other factors that could adversely affect the Company's results.

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Consolidated Financial Results

Financial results for the three months and year ended December 31, 2010 and 2009 are as follows (in thousands except per share amounts):

	(unaudited)						(unaudited)
	For the Three Months Ended December 31,						For Year Ended December 31,
	2010			2009			2010			2009
Revenue
Rents and reimbursements	$	10,077		$	9,412		$	38,239			$	40,021
Interest, dividends and discount accretion		5,381			874			17,128				7,336
		15,458			10,286			55,367				47,357
Expenses
Property operating		3,089			1,550			8,674				7,042
Real estate taxes		530			574			2,542				2,542
Depreciation and amortization		2,916			2,598			10,008				10,585
Interest		4,249			3,919			15,375				16,664
Provision for loss on loans receivable		-			-			-				2,152
Impairment loss on investments in real estate		-			10,000			-				10,000
General and administrative		2,711			2,166			8,834				7,303
State and local taxes		27			(54	)		134				157
		13,522			20,753			45,567				56,445
Other income (loss)
Earnings (loss) from preferred equity investments		85			-			338				(2,108	)
Equity in loss of equity investments		(679	)		(2,891	)		(2,007	)			(103,092	)
Realized gain (loss) on securities carried at fair value		(30	)		2,142			558				5,416
Unrealized gain on securities carried at fair value		780			3,852			5,060				17,862
Impairment loss on real estate loan available for sale		-			-			-				(203	)
Gain on extinguishment of debt		-			1,164			-				6,846
Realized gain on loan securities carried at fair value		469			-			469				-
Unrealized gain on loan securities carried at fair value		1,418			-			5,011				-
Interest income		45			27			139				172
		2,088			4,294			9,568				(75,107	)
Income (loss) from continuing operations		4,024			(6,173	)		19,368				(84,195	)
Discontinued operations
Income (loss) from discontinued operations		157			664			(2,003	)			865
Consolidated net income (loss)		4,181			(5,509	)		17,365				(83,330	)
Income attributable to non-controlling interest		(293	)		(366	)		(888	)			(1,017	)
Net income(loss) attributable to Winthrop Realty Trust		3,888			(5,875	)		16,477				(84,357	)
Income attributable to non-controlling redeemable preferred interest		(58	)		(147	)		(288	)			(147	)
Net income (loss) attributable to Common Shares	$	3,830		$	(6,022	)	$	16,189			$	(84,494	)
Comprehensive income (loss)
Consolidated net income (loss)	$	4,181		$	(5,509	)	$	17,365			$	(83,330	)
Change in unrealized gain on available for sale securities		-			(2	)		2				19
Change in unrealized gain on interest rate derivative		30			137			22				543
Change in unrealized loss from equity investments		-			-			-				26,174
Comprehensive income (loss)	$	4,211		$	(5,374	)	$	17,389			$	(56,594	)
Per Common Share Data – Basic
Income (loss) from continuing operations	$	0.13		$	(0.38	)	$	0.81			$	(5.24	)
Income (loss) from discontinued operations		0.01			0.04			(0.09	)			0.05
Net income (loss) attributable to Winthrop Realty Trust	$	0.14		$	(0.34	)	$	0.72			$	(5.19	)
Per Common Share Data – Diluted
Income (loss) from continuing operations	$	0.13		$	(0.38	)	$	0.81			$	(5.24	)
Income (loss) from discontinued operations		0.01			0.04			(0.09	)			0.05
Net income (loss) attributable to Winthrop Realty Trust	$	0.14		$	(0.34	)	$	0.72			$	(5.19	)
Basic Weighted-Average Common Shares		27,023			17,608			22,566				16,277
Diluted Weighted-Average Common Shares		27,026			17,608			22,568				16,277

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Funds From Operations:

The following presents a reconciliation of net income to funds from operations for the three months and year ended December 31, 2010 and 2009 (in thousands, except per share amounts).  Please note that certain prior year amounts have been adjusted to conform to current year presentation.

	(unaudited)						(unaudited)
	For the Three Months Ended December 31,						For the Year Ended December 31,
	2010			2009			2010			2009
Net income (loss) attributable to Winthrop Realty Trust	$	3,888		$	(5,875	)	$	16,477		$	(84,347	)
Real estate depreciation		1,816			1,704			6,399			6,688
Amortization of capitalized leasing costs		1,121			959			3,712			4,226
Real estate depreciation and amortization of unconsolidated interests		2,313			2,169			8,959			6,379
Less: Non-controlling interest share of real estate depreciation and amortization		(801	)		(809	)		(3,172	)		(3,191	)
Funds from operations		8,337			(1,852	)		32,375			(70,245	)
Series C Preferred Share dividends		(58	)		(147	)		(288	)		(147	)
Allocations of earnings to Series B-1 Preferred Shares		-			-			-			-
Allocations of earnings to Series C Preferred Shares		(20	)		-			(196	)		-
FFO applicable to Common Shares-Basic	$	8,259		$	(1,999	)	$	31,891		$	(70,392	)
Weighted-average Common Shares		27,023			17,608			22,566			16,277
FFO Per Common Share-Basic	$	0.31		$	(0.11	)	$	1.41		$	(4.32	)
Diluted
Funds from operations (per above)	$	8,337		$	(1,852	)	$	32,375		$	(70,245	)
Allocation of earnings to Series B-1 Preferred Shares		-			-			-			-
Series C Preferred Dividend		-			(147	)		-			(147	)
FFO applicable to Common Shares	$	8,337		$	(1,999	)	$	32,375		$	(70,392	)
Weighted-average Common Shares		27,023			17,608			22,566			16,277
Stock options		3			-			2			-
Convertible Series C Preferred Shares		257			-			388			-
Convertible Series B-1 Preferred Shares		-			-			-			-
Diluted weighted-average Common Shares		27,283			17,608			22,956			16,277
FFO Per Common Share-Diluted	$	0.31		$	(0.11	)	$	1.41		$	(4.32	)

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”).  NAREIT defines FFO as net income or loss determined in accordance with Generally Accepted Accounting Principles (“GAAP”), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  FFO and FFO per diluted share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO and FFO per diluted share should be evaluated along with GAAP net income and income per diluted share (the most directly comparable GAAP measures), as well as cash flow from operating activities, investing activities and financing activities, in evaluating the operating performance of equity REITs.  FFO and FFO per diluted share exclude the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs which implicitly assumes that the value of real estate diminishes predictably over time.  Since real estate values instead have historically risen or fallen with market conditions, these non-GAAP measures can facilitate comparisons of operating performance between periods and among other equity REITs. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as disclosed in the Company’s Consolidated Statements of Cash Flows.  FFO should not be considered as an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flows as a measure of liquidity.  In addition to FFO, the Company also discloses FFO before certain items that affect comparability.  Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, the Company believes it provides a meaningful presentation of operating performance.  A reconciliation of net income to FFO is provided above.

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Consolidated Balance Sheets:

(in thousands, except share data)

	December 31,
	2010			2009
	(unaudited)			(unaudited)
ASSETS
Investments in real estate, at cost
Land	$	37,142		$	20,659
Buildings and improvements		271,357			228,419
		308,499			249,078
Less: accumulated depreciation		(36,232	)		(31,269	)
Investments in real estate, net		272,267			217,809
Cash and cash equivalents		45,257			66,493
Restricted cash held in escrows		8,593			9,505
Loans receivable, net		110,395			26,101
Accounts receivable, net of allowances of $262 and $565, respectively		12,402			14,559
Securities carried at fair value		33,032			52,394
Loan securities carried at fair value		11,981			1,661
Available for sale securities, net		-			203
Preferred equity investment		4,010			4,012
Equity investments		81,937			73,207
Lease intangibles, net		26,821			22,666
Deferred financing costs, net		1,158			1,495
Assets held for sale		2,275			3,087
TOTAL ASSETS	$	610,128		$	493,192
LIABILITIES
Mortgage loans payable	$	230,443		$	216,767
Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 shares authorized and outstanding at December 31, 2010 and December 31, 2009		21,300			21,300
Revolving line of credit		25,450			-
Accounts payable and accrued liabilities		12,557			7,401
Dividends payable		4,431			3,458
Deferred income		150			48
Below market lease intangibles, net		2,696			2,849
Liabilities of held for sale assets		33			-
TOTAL LIABILITIES		297,060			251,823

COMMITMENTS AND CONTINGENCIES
NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference, 144,000 and 544,000 shares authorized and outstanding at December 31, 2010 and December 31, 2009, respectively		3,221			12,169
Total non-controlling redeemable preferred interest		3,221			12,169
EQUITY
Winthrop Realty Trust Shareholders’ Equity:
Common Shares, $1 par, unlimited shares authorized; 27,030,186 and 20,375,483 outstanding at December 31, 2010 and December 31, 2009, respectively		27,030			20,375
Additional paid-in capital		569,586			498,118
Accumulated distributions in excess of net income		(300,782	)		(301,317	)
Accumulated other comprehensive loss		(63	)		(87	)
Total Winthrop Realty Trust Shareholders’ Equity		295,771			217,089
Non-controlling interests		14,076			12,111
Total Equity		309,847			229,200
TOTAL LIABILITIES AND EQUITY	$	610,128		$	493,192

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Further details regarding the Company’s results of operations, properties, joint ventures and tenants are available in the Company’s Form 10-K for the year ended December 31, 2010 which will be filed with the Securities and Exchange Commission and will be available for download at the Company’s website www.winthropreit.com or at the Securities and Exchange Commission website www.sec.gov.

# # #

Contact Information:

AT THE COMPANY

Thomas Staples

Chief Financial Officer

(617) 570-4614

7

EX-99.2

Winthrop Realty Trust

Supplemental Operating and Financial Data

for the Year Ended December 31, 2010

WINTHROP REALTY TRUST

SUPPLEMENTAL REPORTING PACKAGE

Table of Contents

Consolidated Balance Sheets	1
Consolidated Statements of Operations and Comprehensive Income	2
Funds from Operations Analysis	4
Consolidated Statements of Cash Flows	5
Selected Balance Sheet Account Detail	7
Schedule of Capitalization, Dividends and Liquidity	8
Selected Investment Data	9
Schedule of Securities Carried at Fair Value	11
Schedule of Loan Assets	12
Net Operating Income from Consolidated Properties	14
Schedule of  Interest and Dividends	15
Consolidated Properties – Selected Property Data	16
Equity Investments – Selected Property Data	19
Consolidated Properties – Operating Summary	21
Equity Investments – Operating Summary	22
Reconciliation of Non-GAAP financial measures of income to net income (loss) attributable to Common Shares	23
Definitions	24
Investor Information	25

Forward-Looking Statements - This supplemental reporting package contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words "assumes," "believes," "estimates," "expects," "guidance," "intends," “plans,”  projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Winthrop Realty Trust (the “Trust”) control and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the ability of our joint venture partners to satisfy their obligations, the costs and availability of financing, the effects of local economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Trust's accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Trust’s filings with the Securities and Exchange Commission. The Trust does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures - It is important to note that throughout this presentation management makes references to non-GAAP financial measures, an example of which is Funds from Operations (“FFO”). Reconciliations and definitions for these non-GAAP financial measures are provided within this document.

WINTHROP REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data, Unaudited)

	December 31,			September 30,			June 30,			March 31,			December 31,
	2010			2010			2010			2010			2009
ASSETS
Investments in real estate, at cost
Land	$	37,142		$	21,460		$	20,659		$	20,659		$	20,659
Buildings and improvements		271,357			236,500			229,132			229,046			228,419
		308,499			257,960			249,791			249,705			249,078
Less: accumulated depreciation		(36,232	)		(34,416	)		(33,279	)		(32,775	)		(31,269	)
Investments in real estate, net		272,267			223,544			216,512			216,930			217,809
Cash and cash equivalents		45,257			102,919			37,913			76,591			66,493
Restricted cash held in escrows		8,593			8,889			8,574			7,753			9,505
Loans receivable, net		110,395			77,964			53,395			25,516			26,101
Accounts receivable, net of allowances of $262, $293, $430, $545 and $565, respectively		12,402			12,560			11,870			13,245			14,559
Securities carried at fair value		33,032			29,893			43,754			45,528			52,394
Loan securities carried at fair value		11,981			6,454			4,673			1,048			1,661
Available for sale securities, net		-			-			-			210			203
Preferred equity investment		4,010			3,972			3,951			3,992			4,012
Equity investments		81,937			92,691			82,907			73,010			73,207
Lease intangibles, net		26,821			24,496			23,218			23,926			22,666
Deferred financing costs, net		1,158			1,217			1,366			1,370			1,495
Assets held for sale		2,275			3,096			2,180			3,134			3,087
Deposits		-			-			4,100			-			-
TOTAL ASSETS	$	610,128		$	587,695		$	494,413		$	492,253		$	493,192
LIABILITIES
Mortgage loans payable	$	230,443		$	211,773		$	213,375		$	214,977		$	216,767
Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 shares authorized and outstanding at December 31, 2010, September 30, 2010, June 30, 2010, March 31, 2010 and December 31, 2009		21,300			21,300			21,300			21,300			21,300
Revolving line of credit		25,450			25,450			-			-			-
Accounts payable and accrued liabilities		12,557			9,852			8,670			6,722			7,401
Dividends payable		4,431			4,424			3,481			3,474			3,458
Deferred income		150			33			38			43			48
Below market lease intangibles, net		2,696			2,348			2,514			2,679			2,849
Liabilities of held for sale assets		33			-			-			-			-
TOTAL LIABILITIES		297,060			275,180			249,378			249,195			251,823
COMMITMENTS AND CONTINGENCIES
NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference, 144,000, 144,000, 144,000, 144,000 and 544,000 shares authorized and outstanding at December 31, 2010, September 30, 2010, June 30, 2010, March 31, 2010 and December 31, 2009, respectively		3,221			3,221			3,221			3,221			12,169
Total non-controlling redeemable preferred interest		3,221			3,221			3,221			3,221			12,169
EQUITY
Winthrop Realty Trust Shareholders’ Equity:
Common Shares, $1 par, unlimited shares authorized; 27,030,186 26,981,888, 21,181,499, 21,137,268, and 20,375,483 issued and outstanding at December 31, 2010, September 30, 2010, June 30, 2010, March 31, 2010 and December 31, 2009, respectively		27,030			26,982			21,181			21,137			20,375
Additional paid-in capital		569,586			569,121			507,440			506,876			498,118
Accumulated distributions in excess of net income		(300,782	)		(300,219	)		(299,584	)		(300,660	)		(301,317	)
Accumulated other comprehensive loss		(63	)		(93	)		(73	)		(40	)		(87	)
Total Winthrop Realty Trust Shareholders’ Equity		295,771			295,791			228,964			227,313			217,089
Non-controlling interests		14,076			13,503			12,850			12,524			12,111
Total Equity		309,847			309,294			241,814			239,837			229,200
TOTAL LIABILITIES AND EQUITY	$	610,128		$	587,695		$	494,413		$	492,253		$	493,192

1

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2010			2009			2010			2009
Revenue
Rents and reimbursements	$	10,077		$	9,412		$	38,239		$	40,021
Interest, dividends and discount accretion		5,381			874			17,128			7,336
		15,458			10,286			55,367			47,357
Expenses
Property operating		3,089			1,550			8,674			7,042
Real estate taxes		530			574			2,542			2,542
Depreciation and amortization		2,916			2,598			10,008			10,585
Interest		4,249			3,919			15,375			16,664
Provision for loss on loans receivable		-			-			-			2,152
Impairment loss on investments in real estate		-			10,000			-			10,000
General and administrative		2,711			2,166			8,834			7,303
State and local taxes		27			(54	)		134			157
		13,522			20,753			45,567			56,445
Other income (loss)
Earnings (loss)  from preferred equity investments		85			-			338			(2,108	)
Equity in loss of equity investments		(679	)		(2,891	)		(2,007	)		(103,092	)
Gain (loss)on sale of securities carried at fair value		(30	)		2,142			558			5,416
Unrealized gain on securities carried at fair value		780			3,852			5,060			17,862
Impairment loss on real estate loan available for sale		-			-			-			(203	)
Gain on extinguishment of debt		-			1,164			-			6,846
Realized gain on loan securities carried at fair value		469			-			469			-
Unrealized gain on loan securities carried at fair value		1,418			-			5,011			-
Interest income		45			27			139			172
		2,088			4,294			9,568			(75,107	)
Income (loss) from continuing operations		4,024			(6,173	)		19,368			(84,195	)
Discontinued operations		157			664			(2,003	)		865
Consolidated net income (loss)		4,181			(5,509	)		17,365			(83,330	)
Income attributable to non-controlling interest		(293	)		(366	)		(888	)		(1,017	)
Net income (loss) attributable to Winthrop Realty Trust		3,888			(5,875	)		16,477			(84,347	)
Income attributable to non-controlling redeemable
preferred interest		(58	)		(147	)		(288	)		(147	)
Net income (loss) attributable to Common Shares	$	3,830		$	(6,022	)	$	16,189		$	(84,494	)
Comprehensive income (loss)
Consolidated net income (loss)	$	4,181		$	(5,509	)	$	17,365		$	(83,330	)
Change in unrealized gain on available for sale       securities		-			(2	)		2			19
Change in unrealized gain on interest rate derivative		30			137			22			543
Change in unrealized loss from equity investments		-			-			-			26,174
Comprehensive income (loss)	$	4,211		$	(5,374	)	$	17,389		$	(56,594	)

(Continued on next page)

2

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data, continued)

(Unaudited)

	Three Months Ended December 31,					Year Ended December 31,
	2010		2009			2010			2009
Per Common Share data - Basic
Income (loss) from continuing operations	$	0.13	$	(0.38	)	$	0.81		$	(5.24	)
Income (loss) from discontinued operations		0.01		0.04			(0.09	)		0.05
Net income (loss) attributable to Winthrop Realty Trust	$	0.14	$	(0.34	)	$	0.72		$	(5.19	)
Per Common Share data - Diluted
Income (loss) from continuing operations	$	0.13	$	(0.38	)	$	0.81		$	(5.24	)
Income (loss) from discontinued operations		0.01		0.04			(0.09	)		0.05
Net income (loss) attributable to Winthrop Realty Trust	$	0.14	$	(0.34	)	$	0.72		$	(5.19	)
Basic Weighted-Average Common Shares		27,023		17,608			22,566			16,277
Diluted Weighted-Average Common Shares		27,026		17,608			22,568			16,277

3

WINTHROP REALTY TRUST

FUNDS FROM OPERATIONS ANALYSIS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2010			2009			2010			2009
Reconciliation of Net Income (Loss) to Funds from Operations (FFO):
Basic
Net income (loss) attributable to Winthrop Realty Trust	$	3,888		$	(5,875	)	$	16,477		$	(84,347	)
Real estate depreciation		1,816			1,704			6,399			6,688
Amortization of capitalized leasing costs		1,121			959			3,712			4,226
Real estate depreciation and amortization of unconsolidated interests		2,313			2,169			8,959			6,379
Less:  Non-controlling interest share of real estate depreciation and amortization		(801	)		(809	)		(3,172	)		(3,191	)
Funds from operations		8,337			(1,852	)		32,375			(70,245	)
Series C preferred dividends		(58	)		(147	)		(288	)		(147	)
Allocation of earnings to Series B-1 Preferred Shares		-			-			-			-
Allocation of earnings to Series C Preferred Shares		(20	)		-			(196	)		-
FFO applicable to Common Shares - Basic	$	8,259		$	(1,999	)	$	31,891		$	(70,392	)
Weighted-average Common Shares		27,023			17,608			22,566			16,277
FFO Per Common Share - Basic	$	0.31		$	(0.11	)	$	1.41		$	(4.32	)
Diluted
Funds from operations (per above)	$	8,337		$	(1,852	)	$	32,375		$	(70,245	)
Allocation of earnings to Series B-1 Preferred Shares (1)		-			-			-			-
Series C Preferred Shares dividend		-			(147	)		-			(147	)
FFO applicable to Common Shares	$	8,337		$	(1,999	)	$	32,375		$	(70,392	)
Weighted-average Common Shares (per above)		27,023			17,608			22,566			16,277
Stock options (2)		3			-			2			-
Convertible Series C Preferred Shares (3)		257			-			388			-
Convertible Series B-1 Preferred Shares		-			-			-			-
Diluted weighted-average Common Shares		27,283			17,608			22,956			16,277
FFO Per Common Share - Diluted	$	0.31		$	(0.11	)	$	1.41		$	(4.32	)

(1)  The Trust's Series B-1 Preferred Shares were considered anti-dilutive for the three months and year endedDecember 31, 2010 and December 31, 2009.

(2)  The Trust's stock options were considered dilutive for the three months and year ended December 31, 2010.

(3)  The Series C Preferred Shares were issued November 1, 2009 and were dilutive for the three months and the yearended December 31, 2010.

4

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Years Ended December 31,
	2010			2009
Cash flows from operating activities
Net income (loss)	$	17,365		$	(83,330	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities: provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)		6,988			7,504
Amortization of lease intangibles		3,033			4,771
Straight-lining of rental income		212			(1,280	)
Loan discount accretion		(8,782	)		(1,021	)
(Earnings) loss of preferred equity investments		(338	)		2,758
Distributions from preferred equity investments		340			2,373
Loss of equity investments		2,007			103,092
Distributions from equity investments		5,270			2,784
Restricted cash held in escrows		1,167			(1,824	)
Gain on sale of securities carried at fair value		(558	)		(5,416	)
Unrealized gain on securities carried at fair value		(5,060	)		(17,862	)
Gain on loan securitites carried at fair value		(469	)		-
Unrealized gain on loan securities carried at fair value		(5,011	)		-
Impairment loss on real estate loan available for sale		-			203
Impairment loss on investments in real estate		2,720			10,000
Gain on extinguishment of debt		-			(7,138	)
Provision for loss on loan receivable		-			2,152
Tenant leasing costs		(2,996	)		(2,191	)
Bad debt (recovery) expense		(643	)		340
Net change in interest receivable		(361	)		(74	)
Net change in accounts receivable		2,363			-
Net change in accounts payable and accrued liabilities		2,365			(873	)
Net cash provided by operating activities		19,612			14,968
Cash flows from investing activities
Issuance and acquisition of loans receivable		(122,301	)		(31,514	)
Investments in real estate		(23,484	)		(2,522	)
Investment in equity investments		(25,632	)		(3,358	)
Investment in preferred equity investment		-			(487	)
Return of equity on equity investments		9,625			118
Investment in real estate loan available for sale		-			(35,000	)
Return of capital distribution from securities carried at fair value		181			-
Purchase of securities carried at fair value		(13,222	)		(33,115	)
Proceeds from sale of investment in real estate		1,750			-
Proceeds from preferred equity investments		-			145
Proceeds from sale of real estate loan available for sale		-			34,797
Proceeds from sale of securities carried at fair value		31,249			39,015
Proceeds from sale of available for sale securities		205			-
Proceeds of loan securities at maturity		2,272			-
Proceeds from sale of loans receivable		12,876			-
Restricted cash held in escrows		(1,508	)		2,668
Collection of loans receivable		15,064			11,467
Cash proceeds from foreclosure on properties		275			-
Net cash used in investing activities		(112,650	)		(17,786	)

(Continued on next page)

5

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, continued)

(Unaudited)

	Years Ended December 31,
	2010			2009
Cash flows from financing activities
Proceeds from mortgage loans payable	$	-		$	49
Proceeds from loan payable		-			19,818
Payment of loan payable		-			(19,818	)
Proceeds from revolving line of credit		25,450			35,000
Payment of revolving line of credit		-			(35,000	)
Principal payments of mortgage loans payable		(10,199	)		(6,229	)
Restricted cash held in escrows		1,520			4,004
Payments of note payable		-			(9,800	)
Deferred financing costs		(252	)		(61	)
Contribution from non-controlling interest		1,431			979
Distribution to non-controlling interest		(354	)		(843	)
Issuance of Common Shares under Dividend Reinvestment Plan		2,401			1,615
Issuance of Common Shares through offering		66,774			40,168
Dividend paid on Common Shares		(14,573	)		(17,809	)
Dividend paid on Series C Preferred Shares		(396	)		-
Redemption of Series B-1 Preferred Shares		-			(2,000	)
Net cash provided by financing activities		71,802			10,073
Net increase (decrease) in cash and cash equivalents		(21,236	)		7,255
Cash and cash equivalents at beginning of period		66,493			59,238
Cash and cash equivalents at end of period	$	45,257		$	66,493
Supplemental Disclosure of Cash Flow Information
Interest paid	$	14,896		$	16,324
Taxes paid	$	133		$	220
Supplemental Disclosure on Non-Cash Investing and Financing Activities
Dividends accrued on Common Shares	$	4,392		$	3,311
Dividends accrued on Series C Preferred Shares	$	39		$	147
Capital expenditures accrued	$	1,046		$	201
Distribution from equity investment	$	-		$	161
Redemption of Series B-1 Preferred Shares	$	-		$	(17,081	)
Deposit on redemption of Series B-1 Preferred Shares	$	-		$	17,081
Transfer of preferred equity investments to equity method investments	$	-		$	(41,823	)
Transfer of loans to equity method investments	$	-		$	(15,805	)
Transfer to equity method investments from loans and preferred equity investments	$	-		$	57,628
Transfer from loan assets to investments in real estate and lease intangibles	$	19,210		$	-
Transfer to investments in lease intangibles	$	3,204		$	-
Transfer to investments in real estate	$	40,749		$	-
Transfer to below market lease intangibles	$	125		$	-
Assumption of mortgage loan on investment in real estate	$	23,875		$	-

6

WINTHROP REALTY TRUST

SELECTED BALANCE SHEET ACCOUNT DETAIL

(In thousands, Unaudited)

	December 31, 2010			September 30, 2010			June 30, 2010			March 31, 2010			December 31, 2009
Operating Real Estate
Land	$	37,142		$	21,460		$	20,659			20,659		$	20,659
Buildings and improvements
Buildings		252,625			221,761			217,793			217,793			217,793
Building improvements		11,841			11,223			6,995			7,446			6,819
Furniture and Fixtures		815
Tenant improvements		6,076			3,516			4,344			3,807			3,807
		308,499			257,960			249,791			249,705			249,078
Accumulated depreciation and amortization		(36,232	)		(34,416	)		(33,279	)		(32,775	)		(31,269	)
Total Operating Real Estate	$	272,267		$	223,544		$	216,512		$	216,930		$	217,809
Accounts Receivable
Straight-line rent receivable	$	8,729		$	8,563		$	8,234			8,342		$	8,941
Other		3,673			3,997			3,636			4,903			5,618
Total Accounts Receivable	$	12,402		$	12,560		$	11,870		$	13,245		$	14,559
Securities Carried at Fair Value
REIT Debentures	$	-		$	-		$	15,907			17,510		$	18,794
REIT Preferred Shares		28,547			28,252			25,922			26,419			23,950
REIT Common Shares		4,485			1,641			1,925			1,599			9,650
Total Securities Carried at Fair Value	$	33,032		$	29,893		$	43,754		$	45,528		$	52,394
Equity Investments
Marc Realty Portfolio	$	62,150		$	62,080		$	61,000			58,070		$	57,560
Sealy Ventures Properties		11,904			13,152			14,102			14,940			15,647
WRT-ROIC Riverside		7,883			7,883			7,805			-			-
PSW NYC		-			9,576			-			-			-
Concord Debt Holdings		-			-			-			-			-
CDH CDO		-			-			-			-			-
Total Equity Investments	$	81,937		$	92,691		$	82,907		$	73,010		$	73,207
Non-Controlling Interests
Westheimer (Houston, TX)	$	9,780		$	9,521		$	9,279		$	9,052		$	8,840
River City / Marc Realty (Chicago, IL)		3,280			2,870			2,597			2,399			2,084
One East Erie/ Marc Realty (Chicago, IL)		557			584			586			696			801
1050 Corporetum / Marc Realty ( Lisle, IL)		322			386			388			377			386
Deer Valley / Fenway (Phoenix, AZ)		137			142			-			-			-
Total Non-Controlling Interests	$	14,076		$	13,503		$	12,850		$	12,524		$	12,111

7

WINTHROP REALTY TRUST

SCHEDULE OF CAPITALIZATION, DIVIDENDS AND LIQUIDITY

 (In thousands, Unaudited)

	December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010		December 31, 2009
Debt
Mortgage loans payable	$	230,443	$	211,773	$	213,375	$	214,977	$	216,767
Series B-1 Preferred Shares		21,300		21,300		21,300		21,300		21,300
KeyBank line of credit		25,450		25,450		-		-		-
Total Debt		277,193		258,523		234,675		236,277		238,067
Non-Controlling Redeemable Preferred Interest
Series C Preferred Shares		3,221		3,221		3,221		3,221		12,169
Equity
Common Shares		295,771		295,791		228,964		227,313		217,089
Non-controlling ownership interests		14,076		13,503		12,850		12,524		12,111
Total Equity		309,847		309,294		241,814		239,837		229,200
Total Capitalization	$	590,261	$	571,038	$	479,710	$	479,335	$	479,436

Common Dividend Per Share
December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010		December 31, 2009
$	0.1625	$	0.1625	$	0.1625	$	0.1625	$	0.1625

Liquidity and Credit Facility

	December 31, 2010		September 30, 2010		June 30,  2010		March 31, 2010		December 31, 2009
Cash and cash equivalents	$	45,257	$	102,919	$	37,913	$	76,591	$	66,493
Securities carried at fair value		33,032		29,893		43,754		45,528		52,394
Available for sale securities, net		-		-		-		210		203
Available under line of credit		9,550		9,550		35,000		35,000		35,000
Total Liquidity and Credit Facility	$	87,839	$	142,362	$	116,667	$	157,329	$	154,090

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WINTHROP REALTY TRUST

SELECTED INVESTMENT DATA

December 31, 2010

(In thousands, except square footage, Unaudited)

The following pages of investment data are presented to provide additional information relating to management’s expectations on selected assets within its business segments. For more detail on these assets within this Supplement please reference Schedule of Loan Assets on pages 12-13, Consolidated Property Data on pages 16-18, and Equity Investment Property Data on pages 19-20.

Cash	Amount
Cash and cash equivalents	$	45,257
REIT Securities	Cost		Fair Value
REIT Preferred shares	$	15,757	$	28,547	Expected to be sold in 2011
REIT Common shares		3,590		4,485

Loan Assets, Loan Securities & Loan Equity Investments, with Expected Repayment	Type		Stated Interest Rate		Cost, less Principal Repaid		Carrying Amount (before accrued interest)		Par Value			Extended Maturity Date
Beverly Hills Hilton  - B Note	Hotel		Libor + 1.74%		$	5,250	$	7,887	$	10,000		08/09/11
Metropolitan Tower -  B Note	Office		Libor + 1.51%			6,500		10,289		15,000		11/01/11
Westwood - Whole Loan	Office			11.00%		3,500		3,500		3,500		04/30/12
Siete Square - B Note	Office			10.37%		2,460		2,460		2,500	(1)	06/09/12
160 Spear - B Note	Office			9.75%		3,410		6,586		15,000	(1)	06/09/13
160 Spear -  Mezzanine Loan	Office			15.00%		3,000		3,000		3,000		06/09/13
Legacy Orchard -Corporate Loan	Various			15.00%		9,750		9,750		9,750	(1)	10/31/14
San Marbeya - Whole  Loan	Multi Family			5.88%		26,814		26,814		30,930	(2)	01/01/15
CDH CDO LLC - Unsecured Loan		n/a		12.00%		3,498		3,498		3,498		12/30/15
Rockwell - Mezzanine Loan	Industrial			12.00%		239		239		1,496		05/01/16
500 Seventh Ave - B Note	Office			7.19%		9,801		9,906		11,638		07/11/16
180 North Michigan - Mezzanine Loan	Office			8.50%		1,862		1,862		1,862		12/31/16
Wellington Tower -  Mezzanine Loan	Mixed use			6.79%		2,352		2,442		3,501		07/11/17
WBCMT Series 2007 Tranche L - CMBS	Hotel		Libor + 1.75%			161		45		1,130		07/12/11
Metropolitan Tower - Rake Bonds	Office		Libor+1.15% to 1.35%			5,250		6,668		8,748		11/01/11
2600 West Olive - Rake Bonds	Office		Libor+0.65% to 1.60%			1,500		4,606		6,364		02/28/13
Concord 2006 - E1A - CDO		n/a	Libor + 1.20%			662		662		662	(1)	12/20/16

(1) Represents Borrowers Discounted Payoff Option Amount.

(2) On January 14, 2011, the Trust restructured our loan into a $15,150 senior participation and a $15,744 junior participation and concurrently sold the senior participation at par.

Loan Assets, Loan Securities & Loan Equity Investments, with Potential Equity Participation	Type	Stated Interest Rate		Cost, less Principal Repaid		Carrying Amount (before accrued interest)		Par Value		Extended Maturity Date
Moffet Towers -  B Note	Office	Libor + 6.48%		$	21,603	$	21,603	$	21,603	07/31/12
Riverside -B Note - 50 % Owned Equity Investment	Retail		12.00%		7,800		7,800		7,800	12/01/12

Continued on next page

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WINTHROP REALTY TRUST

SELECTED INVESTMENT DATA

December 31, 2010

(In thousands, Except square footage, Unaudited, Continued)

Consolidated Operating Properties Acquired through Direct or Indirect Foreclosure	% Owned		Type	Square Feet/ Units		Cost Basis		Cost Basis, Net of Depreciation		Debt Balance
Deer Valley, AZ		97%	Office		82,000	$	8,213	$	8,126	$	-
Englewood, CO (Crossroads I)		100%	Office		118,000		7,441		7,427		-
Englewood, CO (Crossroads II)		100%	Office		118,000		7,983		7,938		-
Meriden, CT (Newbury Apartments)		100%	Multi-Family	180 Units			25,254		25,115		23,875

Consolidated Operating Properties Acquired through Asset Purchase	% Owned		Type	Square Feet/ Units		Cost Basis		Cost Basis, Net of Depreciation		Debt Balance
Atlanta, GA		100%	Retail		61,000	$	4,638	$	3,928		(3)
Denton, TX		100%	Retail		46,000		2,492		2,250		(3)
Greensboro, NC		100%	Retail		47,000		3,801		3,219		(3)
Louisville , KY		100%	Retail		47,000		3,099		2,681		(3)
Memphis, TN		100%	Retail		47,000		1,397		1,281		(3)
Seabrook, TX		100%	Retail		53,000		2,012		1,798		(3)
St. Louis, MO		100%	Retail		46,000		1,639		1,487		(3)
Amherst, NY		100%	Office		200,000		19,618		17,083		16,117
Andover, MA		100%	Office		93,000		8,328		7,448		6,135
Chicago, IL (One East Erie / Marc Realty)		80%	Office		126,000		25,380		21,794		20,828
Chicago, IL (River City / Marc Realty )		60%	Office		253,000		15,934		14,854		9,100
Houston, TX (Westheimer)		8%	Office		614,000		69,543		60,042		60,351
Indianapolis, IN (Circle Tower)		100%	Office		111,000		8,147		4,732		4,245
Lisle, IL (550 Corporetum)		100%	Office		169,000		20,736		18,709		16,972
Lisle, IL (Arboretum)		100%	Office		67,000		8,949		8,166		6,932
Lisle, IL (1050 Corporetum / Marc Realty)		60%	Office		54,000		4,045		3,674		5,600
Orlando, FL		100%	Office		256,000		17,290		14,643		38,657
Plantation, FL		100%	Office		133,000		12,935		11,567		(3)
South Burlington, VT		100%	Office		56,000		3,413		3,021		2,629
Jacksonville, FL		100%	Warehouse		587,000		12,341		10,818		(3)
Churchill, PA		100%	Mixed Use		1,008,000		13,871		10,466		(3)

(3) Our retail properties and our properties located in Churchill, PA, Plantation, FL and Jacksonville, FL collaterialize $19,002 of  mortgage debt.

Equity Investment Operating Properties Acquired through Asset Purchase	% Owned	Type	Square Feet		Equity Investment Carring Amount
Marc Realty (12 Equity Investments)	Var	Office		1,977,000	$	62,150
Sealy Equity Investments (3 Equity Investments)	Var	Industrial/Office		2,097,000		11,904

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WINTHROP REALTY TRUST

SCHEDULE OF SECURITIES CARRIED AT FAIR VALUE

(In thousands, Unaudited)

	December 31, 2010				September 30, 2010				June 30, 2010				March 31, 2010
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
REIT Debentures	$	-	$	-	$	-	$	-	$	11,045	$	15,907	$	12,183	$	17,510
REIT Preferred shares		15,757		28,547		14,867		28,252		14,868		25,922		14,641		26,419
REIT Common shares		3,590		4,485		1,223		1,641		1,660		1,925		1,223		1,599
Total securities carried at fair value	$	19,347	$	33,032	$	16,090	$	29,893	$	27,573	$	43,754	$	28,047	$	45,528

Securities carried at fair value are comprised of REIT debentures, preferred shares, and common shares for which the Trust has elected the fair value option.

	Three Months Ended									Year to Date Period Ended
	December 31, 2010		September 30, 2010			June 30, 2010		March 31,  2010		December 31, 2010		September 30, 2010		June 30, 2010		March 31,  2010
Net unrealized gains	$	2,198	$	3,071		$	2,875	$	1,927	$	10,071	$	7,873	$	4,802	$	1,927
Net realized gains (losses)	$	439	$	(185	)	$	78	$	695	$	1,027	$	588	$	773	$	695

The Trust uses specific identification method for calculating gain or loss on the sale of securities carried at fair value.

Net unrealized gains and realized gains and losses above include amounts generated from securities carried at fair value and loan securities.

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WINTHROP REALTY TRUST

SCHEDULE OF LOAN ASSETS

 (In thousands, Unaudited)

Description	Acquisition Date	Asset Type		Location		Position	Interest Rate		(000's) Carrying Amount (1) Dec 31, 2010		(000's) Par Value			Maturity Date (2)	(000's) Senior Debt (3)
Loans Receivable
Beverly Hilton	Dec 2009	Hotel		Beverly Hills, CA		B Note	Libor + 1.74%		$	7,899	$	10,000		08/09/11	$	166,000
Metropolitan Tower	Dec 2009	Office		New York, NY		B Note	Libor + 1.51%			10,312		15,000		11/01/11		81,559
Westwood	Oct 2010	Office		Phoenix, AZ		Whole		11.00%		3,500		3,500		04/30/12		-
Siete Square	Jun 2009	Office		Phoenix, AZ		B Note		(4)		2,488		2,500	(5)	06/09/12		3,000
Moffett Tower	Oct 2010	Office		Sunnyvale, CA		B Note	Libor + 6.48%			21,752		21,603		07/31/12		108,786
160 Spear	Jun 2009	Office		San Francisco, CA		B Note		(6)		6,674		15,000	(5)	06/09/13		35,000
160 Spear	Various	Office		San Francisco, CA		Mezzanine		15.00%		3,029		3,000		06/09/13		50,000
Legacy Orchard	Oct 2010	Corporate Loan			n/a	Corporate Loan		15.00%		9,750		9,750	(5)	10/31/14		-
San Marbeya	Jul 2010	Multi Family		Tempe, AZ		Whole		5.88%		26,966		30,930		01/01/15		-
CDH CDO LLC	Dec 2010		n/a		n/a	Unsecured Loan		12.00%		3,498		3,498		12/30/15		-
Rockwell	Aug 2010	Industrial		Shirley, NY		Mezzanine		12.00%		255		1,496		05/01/16		17,045
500-512 7th Ave	Jul 2010	Office		New York, NY		B Note		7.19%		9,954		11,638		07/11/16		253,422
180 N. Michigan	Various	Office		Chicago, IL		Mezzanine (7)		8.50%		1,862		1,862		12/31/16		18,080
Wellington Tower	Dec 2009	Mixed use		New York, NY		Mezzanine		6.79%		2,456		3,501		07/11/17		22,500
						Total Loans Receivable			$	110,395	$	133,278
Loan Securities Carried at Fair Value
WBCMT 2007	Dec 2009	Hotel		Various		CMBS	Libor + 1.75%		$	45	$	1,130		07/12/11	$	1,496,206
Metropolitan Tower	Dec 2010	Office		New York, NY		Rake Bonds		(8)		6,668		8,748		11/01/11		72,812
West Olive	Dec 2009	Office		Burbank, CA		Rake Bonds		(9)		4,606		6,364		02/28/13		15,666
Concord CDO-1	Nov 2010	Various		Various		CDO Bonds	Libor +1.20%			662		662	(5)	12/20/16		288,025
						Total Loan Securities Carried at Fair Value			$	11,981	$	16,904
Equity Investment Loan Assets
Riverside Plaza	Jun 2010	Retail		Riverside, CA		B Note (10)		12.00%	$	7,883	$	7,800		12/01/12	$	54,400
						Total Loan Assets of Equity Investments			$	7,883	$	7,800

Continued on next page

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WINTHROP REALTY TRUST

SCHEDULE OF LOAN ASSETS

 (In thousands, Unaudited, Continued)

Notes to Schedule of Loan Assets

(1) Carrying amount of loans receivable includes accrued interest of $558 and cumulative discount accretion of of $9,803 at December 31, 2010.

(2) Maturity dates presented are after giving effect to all contractual extensions.

(3) Senior Debt indicates debt which is secured by the underlying property which is senior to our loan.

(4) The Trust holds a B participation in this loan. Interest on the B participation equals the difference between (i) interest on the entire outstanding loan principalbalance ($7,219 at December 31, 2010) at a rate of 9.8375% per annum less (ii) interest payable on the outstanding principal balance of the A participation ($3,000 at December 31, 2010) at a rate of 8.0% per annum. As a result, the effective yield on the Trust’s $2,460 cash investment is 21.0%.

(5) Amount of Par Value is presented at the borrowers discounted payoff option (DPO) amount.

(6) The Trust holds a B note in this loan. Interest on the B note equals the difference between (i) interest on the entire outstanding loan principalbalance ($73,796 at December 31, 2010) at a rate of 6.48215% per annum less (ii) interest payable on the outstanding principal balance of the A note ($35,000 at December 31, 2010) at a rate of 9.75% per annum. As a result, the effective yield on the Trust’s $3,410 cash investment is 40.8%.

(7) Represents tenant improvement and capital expenditure loans on our Marc Realty preferred equity investment in 180 North Michigan.

(8) Ranges from Libor +1.15% to libor +1.35%

(9) Ranges from Libor + 0.65% to Libor + 1.60%.

(10) The loan asset carrying amount presented is at Winthrop's ownership of its equity investment in WRT-ROIC LLC at December 31, 2010 of 50%.

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WINTHROP REALTY TRUST

NET OPERATING INCOME FROM CONSOLIDATED PROPERTIES

 (In thousands)

(Unaudited)

	Year Ended			Three Months Ended
	December 31, 2010			December 31, 2010			September 30, 2010			June 30, 2010			March 31, 2010
Rents and reimbursements
Minimum rent	$	34,943		$	9,066		$	8,146		$	8,771		$	8,960
Deferred rents (straight-line)		(212	)		166			330			(109	)		(599	)
Recovery income		3,428			851			890			746			941
Less:
Above and below market rents		659			154			179			168			158
Lease concessions and abatements		(579	)		(160	)		(247	)		(86	)		(86	)
Total rents and reimbursements		38,239			10,077			9,298			9,490			9,374
Rental property expenses
Property operating		8,674			3,089			1,812			1,821			1,952
Real estate taxes		2,542			530			952			340			720
Total rental property expenses		11,216			3,619			2,764			2,161			2,672
Net operating income (1)
from consolidated properties	$	27,023		$	6,458		$	6,534		$	7,329		$	6,702

(1) See definition of non-GAAP measure of Net Operating Income on page 24 of the supplemental package.

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WINTHROP REALTY TRUST

SCHEDULE OF INTEREST AND DIVIDENDS

 (In thousands)

(Unaudited)

	Year Ended		Three Months Ended
	December 31, 2010		December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010
Interest and Dividends by Business Segment:
Loan Assets	$	14,473	$	4,989	$	4,185	$	2,836	$	2,463
REIT Securities		2,655		392		763		753		747
Total Interest and Dividends	$	17,128	$	5,381	$	4,948	$	3,589	$	3,210
Interest and Dividends Detail:
Interest on loan assets	$	5,691	$	2,294	$	1,839	$	835	$	723
Accretion of loan discount		8,782		2,695		2,346		2,001		1,740
Interest and dividends on REIT securities		2,655		392		763		753		747
Total Interest and Dividends	$	17,128	$	5,381	$	4,948	$	3,589	$	3,210

15

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance			Debt Maturity & Int Rate
Retail
Atlanta, GA	2004		100%		61,000		100%	The Kroger Co. (2016/2026)		61,000	$	3,928	Ground Lease		(1)			(1)
Denton, TX	2004		100%		46,000		61%	Fitness Evolution (2012)		28,000		2,250	Fee		(1)			(1)
Greensboro, NC	2004		100%		47,000		100%	The Kroger Co. (2017/2037)		47,000		3,219	Ground Lease		(1)			(1)
Lousiville, KY	2004		100%		47,000		100%	The Kroger Co. (2015/2040)		47,000		2,681	Fee		(1)			(1)
Memphis, TN	2004		100%		47,000		100%	The Kroger Co. (2015/2040)		47,000		1,281	Fee		(1)			(1)
Seabrook TX	2004		100%		53,000		100%	The Kroger Co. (2015/2040)		53,000		1,798	Fee		(1)			(1)
St. Louis, MO (2)	2004		100%		46,000		0%	Vacant		46,000		1,487	Fee		(1)			(1)
Subtotal Retail					347,000							16,644			19,002	(1)

(Continued on next page)

16

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance		Debt Maturity & Int Rate
Office
Amherst, NY (3)	2005		100%		200,000		100%	Ingram Micro Systems  (2013/2023)		200,000	$	17,083	Fee	$	16,117		10/2013 5.65%
Andover, MA	2005		100%		93,000		100%	PAETEC Comm. (2022/2037)		93,000		7,448	Fee		6,135		03/2011 6.60%
Chicago, IL (One East Erie / Marc Realty)	2005		80%		126,000		87%	The Gettys Group (2012/2016)		13,000		21,794	Fee		20,828		03/2016 5.75%
								River North Surgery (2015/ n/a)		15,000
Chicago, IL (River City / Marc Realty )	2007		60%		253,000		72%	Bally Total Fitness (2013/2021)		55,000		14,854	Fee		9,100		04/2012 6.00%
								MCI d/b/a Verizon (2019/2023)		37,000
Englewood, CO Crossroads I	2010		100%		118,000		55%	RGN-Denver LLC  (2015/ 2025)		17,000		7,427	Fee		-		n/a
Englewood, CO Crossroads II	2010		100%		118,000		58%	Catholic Health Initiatives (2011)		30,000		7,938	Fee		-		n/a
Houston, TX	2004		8%		614,000		100%	Spectra Energy (2018/2028)		614,000		60,042	Fee		60,351		04/2016 6.34%
Indianapolis, IN (Circle Tower)	1974		100%		111,000		84%	No Tenants Over 10%		-		4,732	Fee		4,245		04/2015 5.82%
Lisle, IL	2006		100%		169,000		52%	United Healthcare (2014/ n/a)		41,000		18,709	Fee		16,972		06/2016 6.26%
Lisle, IL	2006		100%		67,000		85%	T Systems, Inc. (2011)		35,000		8,166	Fee		6,932		06/2016 6.26%
								ABM Janitorial (2012/2014)		11,000
								Zenith Insurance (2011)		10,000
Lisle, IL (Marc Realty)	2006		60%		54,000		100%	Ryerson (2018/2028)		54,000		3,674	Fee		5,600		03/2017 5.55%
Orlando, FL	2004		100%		256,000		100%	Siemens Real Estate, Inc. (2017/2042)		256,000		14,643	Ground Lease		38,657		07/2017 6.40%
Phoenix, AZ	2010		96.5%		82,000		61%	United Healthcare (2017/2027)		42,000		8,126	Fee		-		n/a
Plantation, FL	2004		100%		133,000		100%	BellSouth  (2020/2035)		133,000		11,567	Fee		(1)		(1)
South Burlington,   VT	2005		100%		56,000		100%	Fairpoint Comm. (2014/2029)		56,000		3,021	Ground Lease		2,629		03/2011 6.60%
Subtotal - Office					2,450,000							209,224			187,566

(Continued on next page)

17

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)		Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance		Debt Maturity & Int Rate
Other
Warehouse
Jacksonville, FL	2004		100%		587,000		100%	Football Fanatics (2015/2024)			558,000		10,818	Fee		(1)		(1)
Mixed Use
Churchill, PA  (4)	2004		100%		1,008,000		100%	Viacom, Inc. (2010)			1,008,000		10,466	Ground Lease		(1)		(1)
Residential																		02/2012
Meriden, CT	2010		100%	180 units			92%		n/a		n/a		25,115	Fee		23,875		5.83%
Subtotal - Other					1,595,000								46,399			23,875
Total Consolidated Properties					4,392,000							$	272,267		$	230,443

(**) Occupancy rates include all signed leases, including space undergoing tenant improvements.

(1)  Our retail properties and our properties located in Churchill, Pennsylvania, Plantation, Florida, and Jacksonville, Florida collateralized$19,002of mortgage debt at an interest rate of LIBOR + 1.75% which matures in June 2011.

(2)  On February 8, 2011 the Trust entered into a contract to sell this property subject to the buyer's due diligence. We anticipate that the sale on this property will be consummated during the second quarter of 2011.

(3)  The Amherst, New York office property represents two separate buildings.  The ground underlying the properties is leased to us by the local development authority pursuant to a ground lease which requires no payment.  Effective October 31, 2013, legal title to the ground will vest with us.

(4)  The lease term with respect to the Trust’s property located in Churchill, Pennsylvania expired on December 31, 2010.  We currently are in litigation with the former tenant, Viacom, related to the condition of the property.

18

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – SELECTED PROPERTY DATA

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Equity Investment		Ownership of Land	($000's) Debt Balance(1)		Debt Maturity & Int Rate
Marc Realty Portfolio - Equity Investments
8 South Michigan, Chicago, IL	2005		50%		174,000		94%	No tenants over 10%		-	$	7,087	Ground Lease	$	3,886		08/2011 6.87%
11 East Adams, Chicago, IL	2005		49%		161,000		78%	IL School of Health (2015/2020)		28,700		3,223	Fee		9,999	08/2011 Libor + 2%
29 East Madison, Chicago, IL	2005		50%		235,000		90%	Computer Systems Institute (2020/2030)		25,000		7,720	Fee		11,130		05/2013 5.20%
30 North Michigan, Chicago, IL	2005		50%		221,000		91%	No tenants over 10%		-		12,080	Fee		13,097		08/2014 5.99%
223 West Jackson, Chicago, IL	2005		50%		168,000		59%	No tenants over 10%		-		7,452	Fee		7,794		06/2012 6.92%
4415 West Harrison, Hillside, IL (High Point)	2005		50%		192,000		67%	North American Medical Mgmt (2015/2020)		20,400		6,275	Fee		4,610		12/2015 5.62%
2000-60 Algonquin, Shaumburg, IL (Salt Creek)	2005		50%		101,000		70%	No tenants over 10%		-		2,344	Fee		(2)	02/2013 Libor + 2.75%
1701 E. Woodfield, Shaumburg, IL	2005		50%		175,000		87%	No tenants over 10%		-		4,221	Fee		5,755	09/2015 Libor + 3% (3)
2720 River Rd, Des Plains, IL	2005		50%		108,000		92%	No tenants over 10%		-		4,123	Fee		2,581		10/2012 6.095%
3701 Algonquin, Rolling Meadows IL	2005		50%		193,000		82%	ISACA (2018/2024)		29,600		2,931	Fee		10,373	02/2013 Libor + 2.75%
								Relational Funding (2013/ n/a)		27,400
2205-55 Enterprise, Westchester, IL	2005		50%		130,000		94%	Consumer Portfolio (2014/2019)		18,900		3,018	Fee		(2)	02/2013 Libor + 2.75%
900-910 Skokie, Northbrook, IL (Ridgebrook)	2005		50%		119,000		78%	MIT Financial Group (2016/ n/a)		12,600		1,676	Fee		5,405	02/2011 Libor + 2% (4)
Subtotal - Marc Realty Portfolio					1,977,000							62,150			86,236

(Continued on next page)

19

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – SELECTED PROPERTY DATA (Continued)

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Equity Investment		Ownership of Land	($000's) Debt Balance		Debt Maturity & Int Rate
Sealy Venture Properties - Equity Investments
Atlanta, GA (5) (Northwest Atlanta)	2006		60%		472,000		75%	Original Mattress (2020/2025)		57,000	$	2,479	Fee	$	28,750		01/2012 5.7%
Atlanta, GA  (6) (Newmarket)	2008		68%		470,000		66%	Alere Health (2011/ n/a)		76,000		6,647	Fee		37,000		11/2016 6.12%
Nashville, TN  (7) (Airpark)	2007		50%		1,155,000		86%	No tenants over 10%		-		2,778	Fee		74,000		05/2012 5.77%
Subtotal - Sealy Venture Properties					2,097,000			(Northwest Atlanta)				11,904			139,750
Riverside Plaza Loan Asset- Equity Investment
WRT-ROIC Riverside LLC  (8)	2010		50%									7,883
Total Equity Investment Properties					4,074,000						$	81,937		$	225,986
Preferred Equity Investment
180 North Michigan Chicago, IL (Marc Realty)	2008		70%		229,000		89%	No tenants over 10%		-	$	4,010	Fee	$	18,080	03/2013  Libor+ 1.5% (9)

(**) Occupancy rates include all signed leases including space undergoing tenant improvements

(1)  Debt balance shown represents 100% of the debt encumbering the properties.

(2)  Both the 2000-60 Algonquin and 2205-55 Enterprise Road Marc Realty properties are cross collateralized by a mortgage of $11,606 which is included in total debt balance.

(3)  An interest rate swap agreement with a notional amount of $5,755 effectively converts the interest rate to a fixed rate of 4.78%.

(4)  In February 2011 the maturity date was extended to May 2011 and the venture is currently negotiating with the lender to further extend the debt maturity date.

(5)  Equity investment in Sealy Northwest Atlanta consists of 12 flex/office properties.

(6)  Equity investment in Sealy Newmarket  consists of six flex/office campus style properties.

(7)  Equity investment in Sealy Airpark consists of 13 light distribution and service center properties.

(8)  On June 28, 2010 the Trust entered into a 50%-50% joint venture.The new joint venture entity was formed and funded by its members concurrent with itspurchase of the Riverside Plaza loan.

(9)  An interest rate swap agreement with a notional amount of $17,614 effectively converts the interest rate to a fixed rate of 4.55%.

20

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - OPERATING SUMMARY

Year ended December 31, 2010

(Unaudited, In thousands, except for Number of Properties and Square Footage)

Description	% Owned			Number of Properties		Square Footage		Rents and Reimburse-ments		Operating Expenses		Real Estate Taxes		Net Operating Income (1)			Interest Expense		Impair-ment		Depreciation & Amortization		(Income)Loss Attributable to Non-controlling Interest			WRT's share Net Income / (Loss) from Consolidated Properties (1)
100% Owned Consolidated Properties
Retail		100.0	%		7		347,000	$	1,726	$	29	$	19	$	1,678		$	-	$	-	$	105	$	-		$	1,573
Office		100.0	%		10		1,321,000		14,279		3,340		791		10,148			5,930		-		4,214		-			4
Other		100.0	%		3		1,595,000		4,933		1,345		95		3,493			437		-		678		-			2,378
					20		3,263,000		20,938		4,714		905		15,319			6,367		-		4,997		-			3,955
Partially Owned Consolidated Properties
Chicago, IL (One East Erie/Marc Realty)		80.0	%		1		126,000		4,650		1,409		644		2,597			1,234		-		1,135		46			182
Chicago, IL (River City/Marc Realty)		60.0	%		1		253,000		3,818		2,034		554		1,230			622		-		775		(67	)		(101	)
Houston, TX (Multiple LP's)		8.0	%		1		614,000		7,861		10		-		7,851			3,952		-		2,793		939			167
Lisle, IL (Marc Realty)		60.0	%		1		54,000		868		309		81		478			328		-		152		1			-
Phoenix, Arizona (Deer Valley / Fenway)		96.5	%		1		82,000		104		198		358		(452	)		-		-		156		(31	)		(577	)
					5		1,129,000		17,301		3,960		1,637		11,704			6,136		-		5,011		888			(329	)
KeyBank mortgage loan  interest expense (2)					-		-		-		-		-		-			690		-		-		-			(690	)
Total Consolidated Properties					25		4,392,000	$	38,239	$	8,674	$	2,542	$	27,023		$	13,193	$	-	$	10,008	$	888		$	2,936
Series B-1 Preferred interest expense (3)																		1,563
Other																		619
Total																	$	15,375

(1) See definition of Net Operating Income and Net Income / (Loss) from Consolidated Properties on page 24 of the supplemental package.

(2) Represents interest expense on a mortgage loan made by KeyBank collateralized by our retail properties, our Churchill, Pennsylvania; Orlando, Florida; and Plantation, Florida properties.

(3) Represents interest expense (dividends) on our Series B-1 Preferred Shares treated as debt for GAAP purposes.

21

WINTHROP REALTY TRUST

EQUITY INVESTMENTS - OPERATING SUMMARY

Year ended December 31, 2010

 (In thousands, except for Number of Properties and Square Footage)

Venture	Number of Properties		Square Footage		Total Revenue		Operating Expenses		Real Estate Taxes		Net Operating Income (2)		Interest Expense		Other Income (Expense)			Deprec & Amort		Net Income / (Loss) from Equity Invest- ments			WRT' S Share of Net Income / (Loss) from Equity Investments
Marc Realty Portfolio		12		1,977,000		30,912		14,538		4,050		12,324		3,811		3,637			8,009		4,141			2,065
Sealy Venture Portfolio		3		2,097,000		16,253		4,439		1,750		10,064		8,442		(82	)		6,691		(5,151	)		(3,010	)
Total Equity Investment Properties		15		4,074,000	$	47,165	$	18,977	$	5,800	$	22,388	$	12,253	$	3,555		$	14,700	$	(1,010	)		(945	)
Amortization of Marc Realty Portfolio basis differential (1)																								(289	)
WRT-ROIC Riverside - Winthrop's share of net income from equity investment																								473
PSW NYC - Winthrop's share of net loss from equity investment																								(1,246	)
Equity in loss of equity investments																							$	(2,007	)

(1)  This amount represents the aggregate difference between the Trust’s historical cost basis and the basis reflected at the equity investment level, which is typically amortized over the life of the related assets and liabilities.  The basis differentials are the result of other-than-temporary impairments at the investment level and a reallocation of equity at the venture level as a result of the restructuring.

(2) See definition of Net Operating Income on page 24 of the supplemental package.

22

WINTHROP REALTY TRUST

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES OF INCOME TO

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHARES

(In thousands)

	Year Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended
	Dec 31,			Dec 31,			Sep 30,			Jun 30,			Mar 31,			Dec 31,
	2010			2010			2010			2010			2010			2009
NOI from consolidated properties (1), (4)	$	27,023		$	6,458		$	6,534		$	7,329		$	6,702		$	7,288
Less:
Interest expense		(13,845	)		(4,249	)		(3,196	)		(3,207	)		(3,193	)		(3,919	)
Depreciation and amortization		(10,008	)		(2,916	)		(2,393	)		(2,385	)		(2,314	)		(2,598	)
Impairment loss on investments in real estate		-			-			-			-			-			(10,000	)
Income attributable to non-controlling interest		(888	)		(293	)		(175	)		(175	)		(245	)		(366	)
WRT share of income (loss) from consolidated properties (2), (4)		2,282			(1,000	)		770			1,562			950			(9,595	)
Equity in loss of equity investments (3)		(2,007	)		(679	)		(409	)		(392	)		(527	)		(2,891	)
Add:
Earnings from preferred equity investments		338			85			85			85			83			-
Interest and dividend income		17,128			5,381			4,948			3,590			3,209			874
Gain on sale of securities carried at fair value		773			-						78			695			2,142
Gain on extinguishment of debt		-			-			-			-			-			1,164
Unrealized gain on loan securities carried at fair value		4,986			780			581			3,625			-			-
Unrealized gain on securities carried at fair value		6,448			1,418			2,490			-			2,540			3,852
Gain on loan securities carried at fair value		469			469
Interest income		139			45			17			40			37			27
State and local tax refunds		-			-			-			-			-			54
Income from discontinued operations		368			157			-			-			211			664
Less:
Series B-1 Preferred interest expense		(1,172	)		-			(390	)		(391	)		(391	)		-
General and administrative		(8,834	)		(2,711	)		(2,300	)		(1,916	)		(1,907	)		(2,166	)
State and local tax expense		(134	)		(27	)		(7	)		(85	)		(15	)		-
Unrealized loss on loan securities carried at fair value		(613	)					-			-			(613	)		-
Unrealized loss on securities carried at fair value		(750	)		-			-			(750	)		-			-
Loss on sale of securities carried at fair value		(215	)		(30	)		(185	)		-			-			-
Interest expense - other		(358	)		-			(223	)		(68	)		(67	)
Series C Preferred interest		(288	)		(58	)		(59	)		(58	)		(113	)		(147	)
Loss on discontinued operations		(2,371	)		-			(1,569	)		(802	)		-			-
Net income (loss) attributable to Common Shares	$	16,189		$	3,830		$	3,749		$	4,518		$	4,092		$	(6,022	)

(1) See detail for the three months ended December 31, 2010 on Page 14 of the supplemental package.

(2) See detail for the year ended December 31, 2010 on Page 21 of the supplemental package.

(3) See detail for the year ended December 31, 2010 on Page 22 of the supplemental package.

(4) See definitions for non-GAAP measures on page 24 of the supplemental package.

23

WINTHROP REALTY TRUST

DEFINITIONS

Funds From Operations (FFO):

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”).  NAREIT defines FFO as net income or loss determined in accordance with Generally Accepted Accounting Principles (“GAAP”), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  FFO and FFO per diluted share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO and FFO per diluted share should be evaluated along with GAAP net income and income per diluted share (the most directly comparable GAAP measures), as well as cash flow from operating activities, investing activities and financing activities, in evaluating the operating performance of equity REITs.  Management believes that FFO and FFO per diluted share are helpful to investors as supplemental performance measures because these measures exclude the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs which implicitly assumes that the value of real estate diminishes predictably over time.  Since real estate values instead have historically risen or fallen with market conditions, these non-GAAP measures can facilitate comparisons of operating performance between periods and among other equity REITs. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as disclosed in the Company’s Consolidated Statements of Cash Flows.  FFO should not be considered as an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flows as a measure of liquidity.  In addition to FFO, the Company also discloses FFO before certain items that affect comparability.  Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, the Company believes it provides a meaningful presentation of operating performance

Net Operating Income (NOI):

Net operating income is a non-GAAP measure equal to revenues from all rental property less operating expenses and real estate taxes. We believe NOI is a useful measure for evaluating operating performance of our real estate assets as well as those held by our unconsolidated equity investments. We believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Net Income / (Loss) from Consolidated Properties:

Net Income / (Loss) from Consolidated Properties is a non-GAAP measure equal to NOI less interest, depreciation, impairments and other corporate general administrative expenses related to consolidated properties less income attributable to non-controlling interests. We believe Net Income / (Loss) from Consolidated Properties is a useful measure for evaluating operating performance of our consolidated operating properties. Net Income / (Loss) from Consolidated Properties presented by us may not be comparable to Net Income / (Loss) from Consolidated Properties reported by other REITs that define it differently. We believe that in order to facilitate a clear understanding of our operating results, Net Income / (Loss) from Consolidated Properties should be examined in conjunction with net income as presented in our consolidated financial statements. Net Income / (Loss) from Consolidated Properties should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

24

Investor Information
Transfer Agent	Investor Relations
Computershare Written Requests: P.O. Box 43078 Providence, RI 02940 phone: 800.622.6757 (U.S., Canada and Puerto Rico) phone: 781.575.4735 (outside U.S.) Overnight Delivery: 250 Royall Street Canton, MA 02021 Internet Inquiries: Investor Centre™ website at www.computershare.com/investor	Beverly Bergman , VP of Investor Relations Winthrop Realty Trust Beverly Bergman P.O. Box 9507 7 Bulfinch Place, Suite 500 Boston, MA 02114-9507 phone: 617.570.4614 fax: 617.570.4746

Research Coverage

Analyst	Firm	Contact Information
Joshua A. Barber	Stifel Nicolaus	(443) 224-1347 jabarber@stifel.com
Ross L. Smotrich	Barclays Capital	(212) 526-2306 ross.smotrich@barcap.com
Jeffrey S. Langbaum	Barclays Capital	(212) 526-0971 jeffrey.langbaum@barcap.com

25

EX-99.3

Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
Company▲	Ticker▲	Event Type▲	Date▲

MANAGEMENT DISCUSSION SECTION

Operator:  Greetings and welcome to the Winthrop Realty Trust Fourth Quarter and Full Year End 2010 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Beverly Bergman, Vice President and Director of Investor Relations for Winthrop Realty Trust. Thank you.

Ms. Bergman, you may begin.

Beverly Bergman, Vice President and Director of Investor Relations

Thank you, Doug. Good afternoon, everyone and welcome to the Winthrop Realty Trust conference call to discuss our fourth quarter and full year 2010 financial results. With us today from senior management are Michael Ashner, Chairman and Chief Executive Officer; Carolyn Tiffany, President; Tom Staples, Chief Financial Officer and other members of the management team.

This morning, March 3, we issued a press release and posted on our website supplemental financial information, both of which will be furnished on a Form 8-K with the SEC. Both the press release and the supplemental financial information are available on our website at www.winthropreit.com, the press release in the News & Events section and the supplemental financial information in the Investor Relations section. Additionally, we are hosting a live webcast of today’s call, which you can also access in the website’s News & Events section.

At this time, management would like me to inform you that certain statements made during this conference call, which are not historical, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions. We can give no assurance that these expectations will be attained. Factors and risks that could cause actual results to differ materially from those expressed or implied by forward-looking statements are detailed in the press release and from time-to-time in our filings with the SEC. We do not undertake a duty to update any forward-looking statements.

Please note that in the press release, we have reconciled all non-GAAP financial measures to the most directly comparable GAAP measure in accordance with Reg G requirements. This can be found in the FFO table of the press release. Please note that all per share amounts are on a diluted basis.

I’d like now to turn the call over to Michael Ashner. Michael?

Michael L. Ashner, Chairman and Chief Executive Officer

Thank you, Beverly. Thank you all for joining us this afternoon. First, let me reiterate we are pleased with the continued flow of opportunities that we are reviewing and in view of the slow recovery in underlying real estate fundamentals, expect that flow of opportunities to continue at least through the near-term.

While we are satisfied with the $160 million plus of new investments made in 2010, hindsight suggests we over-weighted rather than underweighted risk, resulting in some missed opportunities. At this juncture, our predilection for investing in the debt component of the capital stack, particularly distressed debt, likely will continue as operating fundamentals still indicate to us that this is the best place to invest on a risk adjusted basis until fundamentals demonstrate material improvement.

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1

Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
Company▲	Ticker▲	Event Type▲	Date▲

Having survived 2008 and 2009 without the need to raise deleveraging capital and then having invested significant capital throughout 2010 in new opportunities, Carolyn, myself and our board have identified a new challenge the company will focus on throughout 2011.

Steve Roth, a friend of mine, Chairman of Vornado, has often pointed out that it is not enough for a REIT to invest wisely as a real estate company, it must run its business wisely as a public company. To that end, we have taken a number of steps to enhance our transparency to the market. First and foremost, Carolyn has worked tirelessly with Tom Staples on improving and expanding the supplemental filings initiated in 2009.

In addition, we recently added a new schedule to that report this quarter which classifies our investments in a manner which is intended to assist investors in gaining a better understanding of how we evaluate and view our holdings collectively and individually as well as their intended future performance.

Further, we are presently considering additional proposals to improve the company’s financial transparency in order to assist you in better evaluating our assets, their performance and our collective underlying value.

As we’ve often stated, this is an investment environment much more to our liking. We will not hesitate to pursue aggressively the large and complex transactions with their potential for outsized returns, and to which we believe we are uniquely qualified to invest. While we still seek the singles and doubles we closed on in 2010, we have a special place in our hearts for the home runs emerging in today’s market.

The board’s and management’s intention in 2011 is to significantly but judiciously grow the company and its investment portfolio in this manner in order to maximize our potential and increase our value long-term. As our value proposition becomes better appreciated through our efforts to become more visible and transparent to the investment community, we anticipate that the market will respond in kind and allow Winthrop to improve its valuation.

Finally, we’re extremely pleased to announce today that our hard fought position in the Concord litigation has been upheld by the Delaware Supreme Court which confirmed the lower Chancery Court’s prior determination that Concord is entitled to submit for cancellation to its CDO the bonds owned by it. We believe this decision will favorably impact the company’s future earnings.

With that, I’ll turn the call over to Tom Staples. Tom?

Thomas Staples, Chief Financial Officer

Thank you, Michael.

Good afternoon, everyone. I will be providing an overview of Winthrop’s financial results, as well as a review of our business segments. We have furnished a supplemental report, which you can access on our website’s Investor Relations section.

For the quarter ended December 31, 2010, net income per common share was $3.8 million, or $0.14 per common share, compared with a net loss for common share of $6.0 million, or a loss of $0.34 per common share for the quarter ended December 31, 2009.

 

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2

Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
Company▲	Ticker▲	Event Type▲	Date▲

Funds from operations per common share, referred to as FFO, for the fourth quarter of 2010 was $8.3 million or $0.31 per common share compared with a negative FFO of $2.0 million or negative $0.11 per common share for the fourth quarter 2009.

For the year ended December 31, 2010, net income per common share was $16.2 million or $0.72 per common share, compared with a net loss of $84.5 million or $5.19 loss per common share for the year ended December 31, 2009.

FFO per common share for the year ended December 31, 2010, was $32.4 million or $1.41 per common share as compared with negative FFO of $70.4 million or negative $4.32 per common share for the year ended December 31, 2009.

Operating results for the quarter ended December 31, 2010, by business segment were as follows:

With respect to our operating properties business segment, net operating income was approximately $5.7 million for the three months ended December 31, 2010, compared with an operating loss of approximately $5.7 million for the three months ended December 31, 2009.

This segment consists of our consolidated operating properties as well as our equity investments in operating properties. Net operating income from our consolidated operating properties was $6.4 million for the quarter ended December 31, 2010, compared to net operating income of $7.3 million before $10 million impairment charge for the quarter ended December 31, 2009.

While new acquisitions contributed approximately $100,000 in net operating income, net operating income from properties held during both periods declined by approximately $1.0 million. Rental revenues from these properties remained relatively stable declining by $200,000. Operating expenses and real estate taxes increased by $800,000 primarily as a result of expiring net leases being retenanted with gross operating leases and higher legal and professional fees related to tenant disputes.

Equity investments in operating properties generated a net loss of $800,000 for the quarter ended December 31, 2010, compared to a loss of $3.0 million for the same quarter in 2009. The Marc Realty portfolio generated $2.6 million favorable operating result primarily due to the 2009 operations including a $2.5 million impairment loss.  The Sealy portfolio generated an increased loss of approximately $400,000 as a result of higher vacancies at our Atlanta, Georgia properties.

We received cash distributions of approximately $1.0 million from the Marc Realty equity investments and $200,000 from our Sealy equity investments during the three months ended December 31, 2010.

With respect to our loan assets business segment, net operating income was $7.0 million for the three months ended December 31, 2010, compared to net operating income of $1.4 million for the three months ended December 31, 2009.

Net operating income from loan assets increased by approximately $5.6 million for the period as a result of increased interest income of $1.7 million, increased accretion of purchase discount of $2.1 million and realized and unrealized gains on loan securities of approximately $1.9 million.

With respect to our REIT securities business segment, net operating income was $1.1 million for the three months ended December 31, 2010, compared to net operating income of approximately $5.6 million during the prior year period.

The $4.5 million decrease in net operating income from the prior period was a result of a $3.1 million decrease in unrealized gain on REIT securities carried at fair value and a $2.2 million decrease in gains recognized on the sale of securities. The overall decline reflects the result of our divesture of the REIT securities.

 

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3

Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
Company▲	Ticker▲	Event Type▲	Date▲

At December 31, 2010, we had cash, cash equivalents and restricted cash of $53.8 million compared to a balance of $76 million at December 31, 2009.

Lastly, on January 16, 2011 we paid a regular quarterly cash dividend of $0.1625 per common share for the fourth quarter of 2010.

Now I’ll turn the call over to Carolyn Tiffany. Carolyn?

Carolyn Tiffany, President

Thanks, Tom.

As Michael mentioned, we’ve been very active as it relates to our acquisitions as well as executing our business strategy for previously acquired assets.

As reported in today’s release, we executed an agreement to purchase for $25.2 million an effective 75% interest in a joint venture which owns the general partnership interests in and the developer fees receivable from partnerships owning 26 multifamily and senior housing properties.  This portfolio contains approximately 4,400 units located primarily in the Pacific Northwest and California and had an original limited partner investment of approximately $131.0 million. The properties have an in place aggregate net operating income of approximately $23.0 million and approximately $233.0 million in outstanding debt. We expect to close on this investment in the second quarter of 2011.

In addition, consistent with our strategy, we acquired through foreclosure on the collateral securing loans on the Deer Valley, Crossroads II, and Newbury Village apartment properties, which together have a carrying value of $19.2 million and we now own those underlying properties and include them in our operating properties business segment.

With the addition of four new properties, the three just discussed plus the acquisition of Crossroads I building from its lender, our operating properties portfolio including our joint ventures, now consist of 40 properties containing 8.5 million square feet with a carrying value on our balance sheet totaling over $372.0 million.

Our consolidated properties were 92.3% leased at December 31, 2010, compared to 84.6% leased at December 31, 2009, primarily as a result of the full lease-up of our Jacksonville, Florida property to Football Fanatics.

As you’ll recall, there were six Kroger leases, which expired and were not renewed in 2010. Of the six properties, the Athens, Georgia property was sold in November 2010. In addition we’ve entered into contracts to sell the St. Louis, Missouri and Knoxville, Tennessee properties for an aggregate sale price of $3.9 million. The Sherman, Texas and Lafayette, Louisiana properties are reverting back to their land owners and the Denton, Texas property which is the only property of the six that we will continue to hold, has been subdivided and we’ve retenanted 61% of that property.

Our litigation against our tenant at the Churchill property is proceeding. The trial is not expected until the fourth quarter of 2011 or the first quarter of 2012. In interim, we are managing the property and we’ve entered into leases with tenants for 16% of the property. However, in view of the deteriorated condition of the property, which is the subject of the pending litigation, leasing has been difficult.

 

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Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
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The three properties in our Sealy joint venture, two of which are located in northwest Atlanta, those being the Northwest Business Center and Newmarket and there is one located in Nashville, Tennessee, had occupancies of 75%, 66% and 86% respectively at December 31, 2010. This compares to occupancies of 73%, 78% and 86% at December 31, 2009.  While the Northwest Business Center property improved slightly during 2010 and shows continued improvement, the Newmarket Atlanta property leasing activity has remained stagnant.

The mortgages encumbering each of the Georgia properties have been transferred into special servicing and we, together with our joint venture partner, are close to finalizing a restructuring of the mortgage loan on the Northwest Business Center which will include a discounted payoff. We have initiated negotiations for a comparable restructure on the Newmarket property.  Of course the restructuring remains subject to final lender approvals.

The occupancy at our multi-tenanted Lisle, Illinois properties suffered this year. As of December 31, 2010, occupancy at one of these properties known as 550-650 Corporetum has dropped to 52% from 70% at December 31, 2009. One major tenant vacated along with three smaller tenants.  Since year-end, we have re-leased 6.5% of the property. At our other Lisle, Illinois property referred to as 701 Arboretum, we received notice from our major tenant with whom we’ve been negotiating an extension of its lease that it had decided not to renew its space at the expiration of its lease term on December 31, 2010, but agreed to hold over until March 31, 2011. As a result, this property will be down to 33% occupied as of April 1, 2011.  We are aggressively marketing these properties for lease. It’s a challenging market, and we’ve reached out to the lender in an effort to have the loan, which is cross-collateralized by the two properties, transferred into special servicing and we’re seeking a restructuring of the loan consistent with our efforts on the Sealy properties.

The Marc Realty portfolio in which we hold an equity investment, was 82.2% occupied at December 31, 2010, as compared to 84.1% at December 31, 2009. Overall, this portfolio continues to have a relatively steady performance, despite the challenging economy.

The newest additions to our office operating properties, Crossroads at Meridian I and II located in the Denver, Colorado submarket of Englewood and the Deer Valley professional building located in Phoenix are still in their lease-up phase. These properties have been experiencing positive leasing activity and we’re really excited about the addition of these assets to the portfolio.

Our per square foot cost basis for Crossroads Meridian I and II was $75 per square foot and our cost basis for Deer Valley, which is medical office, is $150 per square foot, both of which are significantly below replacement cost.

While we’re not a mortgage REIT, as Michael mentioned, we have made significant investments in loan assets as we view this area of the capital stack to currently have the most opportunity.  The aggregate December 31, 2010 carrying value of our loan assets is $130.0 million. I’ll direct you to our supplement pages 9 and 10 to which Michael referred earlier. On these pages, you can see which loans we expect full repayment and those loans for which there could be an equity participation. We’ve also provided the information necessary in order to calculate our yields to maturity.

Turning to our investment in REIT securities, as of December 31, 2010, our REIT securities consisted of assets of $33.0 million.  During 2010, we divested of REIT securities with a cost basis of $23.2 million and received total proceeds of $31.2 million, excluding interest and dividends from these securities. We have reduced new investment activity in this business segment and sold all of the REIT bonds. With respect to the preferred shares we continue to hold, but will divest as needed to fund future acquisitions.  Our investment in common stock reflects our view of potential for investments relating to the underlying issuers in which we may or may not to participate.

 

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Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
Company▲	Ticker▲	Event Type▲	Date▲

Finally, we amended our existing revolving line of credit with KeyBank such that the maximum borrowing was increased from $35.0 million to $50.0 million, with an accordion feature of up to $150.0 million. The maturity date was extended to March 2014. We will use proceeds from the new line to repay the mortgages encumbering our Andover and Burlington properties of $8.7 million.  In addition, we will use proceeds from the new line to repay our $19.0 million loan which was collateralized by certain of our net leased properties which we commonly refer to as the Finova portfolio.

As a result of these transactions we have no mortgage loans on our balance sheet maturing in 2011.

We are well poised coming into 2011 and as Michael discussed, we look forward to continuing the growth of our company. And with that we’ll open it up for questions. Operator?

 

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Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
Company▲	Ticker▲	Event Type▲	Date▲

QUESTION AND ANSWER SECTION

Operator:  Thank you. Ladies and gentlemen, at this time we will be conducting a question and answer session. [Operator Instructions] Our first question comes from the line of Joshua Barber from Stifel, Nicolaus. Please proceed with your questions.

<Q – Joshua Barber>: Hi, good afternoon. I was wondering if you could talk a little bit about this multi-family JV that you guys just entered into. I’m just assuming from the purchase price that it’s a Class B or below apartments?

<A – Carolyn Tiffany>: Actually that’s not true, they were all – they were all relatively new. I – it just happened to be a great opportunity, they are nice. I would say the age of the property ranges, they were built from say 1999 to 2007.

<A – Michael L. Ashner>: That’s clearly Class A properties.

<Q – Joshua Barber>: Okay, I guess the question would be more why is this – so it doesn’t seem that it’s a ridiculously over-leveraged portfolio and with the amount of NOI it’s throwing off, what I guess is enabling you to get this at the pricing that you are getting it at?

<A – Michael L. Ashner>: What we acquired – this housing is a senior housing primarily and lower income housing, tax credit housing, so that the cash flow in the transactions are basically directed towards a general partner. So what we invested in was we acquired a 75% interest in a general partner which holds the economics of these buildings.

<Q – Joshua Barber>: Okay, understood.

<A – Carolyn Tiffany>: I think Josh just to answer your question a little bit, we’ve been in discussion with these people for a while, the seller has some personal things they were going through and they knew that we could get our arms – because of our experience with limited partnerships, they understood that we could get our arms around this portfolio relatively quickly, we have experience dealing with limited partners and that we would be able to close quickly.

<Q – Joshua Barber>: Right, but you don’t actually have to consolidate the apartments on your balance sheet. Now you are just consolidating the partnership interest in their GP.

<A – Carolyn Tiffany>: That is correct. We will be consolidating our interest in the general partner.

<Q – Joshua Barber>: Okay. But it’s not going – the income will just be whatever income you are getting from the general partner, it won’t be the P&L of the actual units themselves?

<A – Carolyn Tiffany>: Well effectively what we’ve acquired is the general partner owns receivables so we’ll have a lot of interest income and income related to those receivables as well as the general partner’s share of the operating partnership. So we’ll have an equity investment in the general partner and that general partner will allocate to us our share of the interest income and the operations from the property but you are right the operations from the property initially will be a small component. It will largely be from the developer’s fees first.

<A – Michael L. Ashner>: And over time the developer’s fees are advertised, fully advertised then the income comes from the operations of the properties themselves, but I think it’s best to think about it that ultimately all of the cash flow from the properties whether it’s allocated to the general partner’s fees, whether it’s allocated – or whether it comes to us from the properties themselves, comes from the operations of the properties.

<A – Carolyn Tiffany>: That’s correct.

 

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Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
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<Q – Joshua Barber>: Right. Following up a little bit on your comments before on Concord it sounds like that’s an interesting victory for I guess a lot of people in the mortgage world. Do you actually expect to get some cash flow now from Concord?

<A – Michael L. Ashner>: Yes. Absolutely.

<Q – Joshua Barber>: Okay. Are any of the CDOs there – excuse me is the CDO itself still passing its test or would that just be manager fees and whatever you have from your residual interest left in the bonds.

<A – Michael L. Ashner>: As a result of the victory the CDO will pass its tests, so we’ll be getting both management fees as well as cash flow. By the way, this victory, whatever you want to call it, benefits equally Lexington as well as the Inland. We are all beneficiaries of this.

<Q – Joshua Barber>: Right. You still have the 40% interest in that if memory serves?

<A – Michael L. Ashner>: Yeah. It’s more complicated than that now and I think it’s 33% interest. Lexington and ourselves are the manager and Inland and the cash flow in excess of the management fees is shared equally amongst the three of us. But all three of us benefit from it.

<Q – Joshua Barber>: Okay. And just turning to the Sealy portfolio. If you [audio gap] the DPO on at least one of the assets and perhaps on another, is there any need for an impairment or has some of that already been taken this year?

<A – Carolyn Tiffany>: No, we haven’t – there hasn’t been a need for impairment, it’s about – we carry this joint venture as an equity method accounting and we’re under APB 18, we’ve certainly looked at it, because this has generated loss over time, our balance has actually gone down sort of organically from the losses and it’s something obviously we pay close attention to, but there is no impairment warranted.

<Q – Joshua Barber>: Okay. Sounds like the year’s off to a strong start. Thanks a lot.

<A – Carolyn Tiffany>: Thank you.

Operator:  [Operator Instructions] Our next question comes from the line of Brett Reiss from Janney Montgomery Scott. Please proceed with your question.

<Q – Brett Reiss>: Good afternoon.

<A – Carolyn Tiffany>: Good afternoon.

<A – Michael L. Ashner>: Hi.

<Q – Brett Reiss>: The funds from operations for the year were they – they came in at $1.41 and your indicated dividend is $0.65 in there. Granted, funds from operations, because of your deal-making activity, can be kind of lumpy, but can you give me some sense of how the Board will look at – is there going to be a percentage of funds from operations that will be set as a distribution rate? Can you just give me some thoughts on that?

<A – Carolyn Tiffany>: Sure. Our distribution policy really hasn’t changed. I mean as a REIT we understand that it’s important to maintain a steady dividend and obviously we’d like to grow that dividend but only to the extent we’re confident that we’ll have recurring cash flow to sustain it.

 

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Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
Company▲	Ticker▲	Event Type▲	Date▲

We do look at it periodically and to the extent there is a special dividend as a result as you refer to the lumpy kind of proceeds that we get, we will consider it. But we also do have some net operating losses and capital losses that we may use to shelter and reinvest the capital. But I guess, I would say to you our goal is to keep our dividend as steady as we can.

<Q – Brett Reiss>: Okay, with respect to the resort hotel deals that you’re attempting to do with Paulson, when you went after an aggressive deal with Stuyvesant Town, Peter Cooper Village, and it didn’t work, the exposure to the firm was basically some legal fees, so there was limited downside and the upside was enormous. When I look at the resort hotel deal, is it the same dynamic or is our exposure, if it doesn’t work, greater? Can you give me some comfort level or feel there?

<A – Michael L. Ashner>: Right now our exposure to the CNL deal is simply legal fees. It’s basically we have optionality in the transaction. It’s structured to provide us with upside optionality and very little downside risk other than legal fees.

<Q – Brett Reiss>: Okay. Now, if – and I appreciate that. Could you – now, you may want to do this offline [inaudible]

<A – Michael L. Ashner>: [inaudible] in fairness, it --

<Q – Brett Reiss>: Yes.

<A – Michael L. Ashner>: [inaudible] should be advised that at a point and – Lexington and/or Inland chose to participate, we would welcome their participation, it is initially a Concord investment.

<Q – Brett Reiss>: Okay. Could you just give me a little bit of a better – the lawsuit that you prevailed and apparently is very good for the company. Could you just give me a little bit of background so I can understand that a little bit better as to why it’s a good day for the company, or if you prefer to do it offline, that’s acceptable too.

<A – Michael L. Ashner>: Well, without tying up everyone’s time on the phone and I’m sure Carolyn will be delighted to do it offline, in essence, we had purchased bonds in the CDO, and we had submitted them for cancellation. By canceling the bonds, we would have reduced the overall leverage in the CDO and which would restore the dividends and cash flow to the equity holders, the equity holders being Inland, Lexington and ourselves, as well as their management fees. They challenged our right to cancel those bonds that we had acquired and that’s what the lawsuit was about.

<Q – Brett Reiss>: Okay, great. All right. Thank you for answering all my questions.

Operator:  [Operator Instructions] It appears there are no other questions in the queue. I’d like to hand the call back over to Mr. Ashner for closing comments.

Michael L. Ashner, Chairman and Chief Executive Officer

Again, we appreciate you joining us on today’s call. If you would like to receive additional information about us, please contact Beverly in our offices or you can also find additional information about us on our website. Feel free to contact myself or any other member of our management team at your convenience with any questions you may have about the company’s investments, its operations. And thank you all, and have a good afternoon.

Operator:  Ladies and gentlemen, this does conclude today’s teleconference. Thank you for your participation. You may disconnect your lines at this time and have a wonderful day.

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Winthrop Realty Trust, Inc.	FUR	Q4 2010 Earnings Call	Mar. 3, 2011
Company▲	Ticker▲	Event Type▲	Date▲

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