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) February 28, 2012

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 February 28, 2012, Winthrop Realty Trust (the “Trust”), WRT Realty, L.P and FUR Advisors LLC (the “Advisor”) entered into an amendment to the Second Amended and Restated Advisory Agreement pursuant to which certain definitions used in calculating the base fee payable to the Advisor were amended.  The effect of the amendments was to eliminate references to the Trust’s Series B-1 and Series C Preferred Shares which were repurchased in November 2011 and to include the Trust’s 9.25% Series D Cumulative Redeemable Preferred Share of Beneficial Interest which were issued in November 2011.

Item 2.02.  Results of Operations and Financial Condition

On March 1, 2012, the Trust issued a press release announcing its financial results for the three months and year ended December 31, 2011.  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 7.01.  Regulation FD Disclosure.

On March 1, 2012, 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, 2011.  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 1, 2012, the Trust’s management discussed the Trust’s financial results for the quarter and year ended December 31, 2011 on a conference call with analysts and investors. A replay of the conference call is available through April 2, 2012 by dialing (877) 660-6853; account #286, confirmation #384641. An online replay is also be available for one year on the Trust’s website at www.winthropreit.com under the “News and Events” tab.

The information in this section of this Report on Form 8-K, Exhibit 99.2 attached hereto and at the Trust's website 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 1, 2012, the Trust announced that its Board of Trustees has declared a regular quarterly dividend of $0.578125 per 9.25% Series D Cumulative Redeemable Preferred Share of Beneficial Interest which dividend is payable on March 30, 2012 to Series D Preferred Shareholders of record on March 16, 2012.

On March 1, 2012, 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 16, 2012 to common shareholders of record on March 30, 2012.

Item 9.01.  Financial Statements and Exhibits.

(c)   Exhibits

10.1 Amendment No. 3 to Second Amended and Restated Advisory Agreement, dated February 28, 2012, among Winthrop Realty Trust, WRT Realty L.P., and FUR Advisors LLC.

99.1 Press Release dated March 1, 2012

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

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 2nd day of March, 2012.

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

EX-10.1

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED ADVISORY AGREEMENT, made February 28, 2012, between WINTHROP REALTY TRUST, an Ohio business trust corporation (the “Trust”), WRT REALTY, L.P., a Delaware limited partnership (the “Operating Partnership”, and together with the Trust, the “Company”), and FUR ADVISORS LLC (the “Advisor”).

WHEREAS, the Trust, the Operating Partnership and the Advisor are party to that certain Second Amended and Restated Advisory Agreement dated March 5, 2009, as amended by Amendment No. 1 thereto dated as of May 11, 2009, as further amended by Amendment No. 2 thereto dated as of January 26, 2010 (as amended the “Advisory Agreement”) pursuant to which the Advisor was retained to provide advisory services to the Company;

WHEREAS, the Trust and the Advisor desire to amend the Advisory Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein set forth, the parties hereto agree as follows:

1.           Capitalized Terms.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Advisory Agreement.

2.           Amendments to Advisory Agreement.  The Advisory Agreement is hereby amended by deleting the definitions of “Base Fee”, “Equity Securities” and “Issuance Price” from Section 4.1 thereof in their entirety and inserting the following in lieu thereof:

“Base Fee” – means an amount equal to (i) 1.5% of the Issuance Price of the issued and outstanding Equity Securities of the Trust and the Operating Partnership plus (ii) .25% of any equity contribution by a third party to a joint venture managed by the Trust or the Operating Partnership, in each case pro rated to the extent that an equity security was not issued for the entire quarterly period.

“Equity Securities” – means Common Shares, convertible preferred shares, convertible debt, perpetual preferred shares and, in the case of the Operating Partnership limited partnership interests issued to a Person other than the Trust or its subsidiary but shall not include the Trust’s Series B-1 Cumulative Convertible Redeemable Preferred Shares.

“Issuance Price” – means, the issuance price of the Equity Security after deducting any underwriting discounts and commissions and other expenses and costs relating to the issuance.

3.           Effectiveness of Amendment.  This Amendment shall be effective as of January 1, 2012.

4.           Miscellaneous.           (a)  Except as modified hereby, the Advisory Agreement remains in full force and effect and the provisions thereof are hereby ratified and confirmed.

(b)           All references in the Advisory Agreement to “this Agreement”, “hereunder”, “hereto” or similar references, and all references in all other documents to the Advisory Agreement shall hereinafter be deemed references to the Advisory Agreement as amended hereby.

(c)           This Amendment may be executed in one or more counterparts, all of which together shall for all purposes constitute one amendment, binding on all parties hereto, notwithstanding that the parties have not signed the same counterparts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

WINTHROP REALTY TRUST
By:	/s/ Carolyn Tiffany
	Carolyn Tiffany
	President

WRT REALTY, L.P.
By:	Winthrop Realty Trust General Partner
	By:	/s/ Carolyn Tiffany
		Carolyn Tiffany
		President

FUR ADVISORS LLC
By:	FUR Holdings LLC Member
	By:	WEM-FUR Investors LLC Managing Member
		By:	/s/ Michael L. Ashner
			Michael L. Ashner
			Managing Member

EX-99.1

WINTHROP REALTY TRUST ANNOUNCES RESULTS FOR

FOURTH QUARTER AND FULL YEAR 2011

~ FFO Per Share Increased Year over Year 20.9% to $1.85 ~

~ Declares First Quarter 2012 Cash Dividend ~

FOR IMMEDIATE RELEASE

Boston, Massachusetts – March 1, 2012 – 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, 2011.  All per share amounts are on a fully diluted basis.

Financial Results

Year Ended December 31, 2011

Net income applicable to Common Shares for the year ended December 31, 2011, prior to non-cash impairments was $38.7 million, or $1.22 per Common Share as compared with net income, prior to non-cash impairments, of $18.9 million, or $0.84 per Common Share for the same period ended December 31, 2010.  After non-cash impairments of $28.7 million, or $0.90 per Common Share relating to certain of the Marc Realty joint venture properties, the Sealy venture properties, the Churchill, Pennsylvania property and the 701 Arboretum Lisle, Illinois property, net income per Common Share for the year ended December 31, 2011 was $10.0 million, or $0.32 per Common Share.  The Company’s diluted weighted average Common Shares was approximately 31.4 million for the year ended December 31, 2011, an increase from approximately 22.6 million for the year ended December 31, 2010.

For the year ended December 31, 2011, the Company reported FFO, which excludes non-cash impairments, applicable to Common Shares of $58.2 million, or $1.85 per Common Share as compared with FFO of $35.1 million or $1.53 per Common Share for the year ended December 31, 2010.

Three Months Ended December 31, 2011

Net income applicable to Common Shares for the quarter ended December 31, 2011, prior to non-cash impairments, was $11.3 million or $0.34 per Common Share as compared with net income per Common Share of $3.8 million, or $0.14 per Common Share for the quarter ended December 31, 2010.  After non-cash impairments of $21.9 million, or $0.66 per Common Share relating to certain of the Marc Realty joint venture properties, the Sealy Airpark property and the Churchill, Pennsylvania property, net loss per Common Share for the quarter ended December 31, 2011 was ($10.6) million, or ($0.32) per Common Share.  The Company’s diluted weighted average Common Shares was approximately 33.0 million for the fourth quarter of 2011, an increase from approximately 27.0 million for the comparable quarter of 2010.

For the quarter ended December 31, 2011, the Company reported FFO, which excludes non-cash impairments, applicable to Common Shares of $16.2 million, or $0.49 per Common Share as compared with FFO of $8.3 million, or $0.31 per Common Share for the quarter ended December 31, 2010.

Michael L. Ashner, Winthrop's Chairman and Chief Executive Officer commented, “Fourth quarter of 2011, as well as all of 2011, were extremely conducive to our style of investing.  We anticipate that 2012 will provide the Company with a strong flow of similar opportunities and the realization of profits from a number of our 2011 investments.”

Fourth Quarter 2011 Investment Activity

Acquisitions

· A Winthrop-led venture acquired for a purchase price of $96.9 million, a $117.9 million junior tranche of a $796.7 million first mortgage loan encumbering a 4.5 million square foot, 31 property portfolio of office properties situated throughout southern California.  The Company’s initial commitment to the venture was approximately $71.0 million.  Subsequent to quarter end, Winthrop obtained a $40.0 million loan through a non-recourse repurchase facility and net proceeds of $38.1 million were distributed to Winthrop, resulting in an effective 56% ownership interest in the venture.

· Originated a  $3.0 million  mezzanine loan collateralized by 140 residential rental units, over 30,000 square feet of retail space plus structured parking and amenities on 1.6 acres, located in downtown Atlanta, Georgia, called the Renaissance Walk.

· Committed to make a $9.0 million subordinate mortgage loan collateralized by a commercial property located at 127 West 25th Street, Manhattan, New York.

· Purchased approximately 5.2 million common shares of Cedar Realty Trust for an average cost of $3.61 per share with a fair market value of $22.4 million at December 31, 2011.

Dispositions and Loan Asset Repayments

· Received repayment proceeds in the amount of $3.5 million on a first mortgage loan secured by four class B office buildings in Phoenix, Arizona.

· A venture in which Winthrop held a 50% interest, received $71.5 million plus accrued interest in full satisfaction of the mezzanine loan collateralized by an interest in the Sofitel hotel.  The proceeds were utilized to satisfy the repurchase obligation encumbering the loan receivable resulting in net proceeds of $15.9 million.  Winthrop received a $7.9 million distribution, resulting in an annualized return of 89.1%.

Leasing Activity

· Deer Valley Professional Building, located in Phoenix, Arizona is 89.0% leased at December 31, 2011 as compared to 61.0% leased when acquired during the second quarter of 2010.  Subsequent to the close of the quarter, occupancy has increased to 95.7%

· Crossroads I and II, located in Englewood, Colorado are aggregately 72.1% leased at December 31, 2011 as compared to 56.0% when purchased during the fourth quarter of 2010.

Financing Activity

· Closed a public offering of 1.6 million 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest at a price of $25.00 per share.  The Company received net proceeds of approximately $38.4 million.

· Repurchased the Company’s Series B-1 Preferred Shares and Series C Preferred Shares for an aggregate mandatory redemption price of $25.0 million.

Subsequent to Quarter End

· Formed a 50/50 joint venture to acquire for $128.0 million, a $146.6 million existing mortgage loan secured by a 942,000 square foot, office and retail property located at One South State Street, in downtown Chicago, Illinois, known as the Sullivan Center.  The loan was restructured into a $100.0 million non-recourse mortgage loan provided by a third party lender, a $47.5 million mezzanine loan (inclusive of additional advances for reserves, property expenses and transaction costs) held by the joint venture and a profits participation in the property in favor of the joint venture.  Subsequent to the closing of the transaction, leased office occupancy increased from 73.0% to 79.0% through an expansion by Walgreens of their lease.

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· Invested $8.0 million in a joint venture that acquired a senior mezzanine loan position for $40.0 million.  The senior mezzanine loan has a face value of $50.0 million and is secured by the equity interests in a premier seven-building portfolio containing 1.67 million square feet of class A office space and 106 residential rental units totaling 70,500 square feet, all located in the Stamford, Connecticut Central Business District.

· Entered into a term sheet with the principals of Marc Realty pursuant to which the Company will convey its interests in the 30 North Michigan, Salt Creek, River Road, 3701 Algonquin Road and Ridgebrook properties to Marc Realty for $12.3 million.  The term sheet also provides for a $2.0 million partial principal pay down by Marc Realty on the mortgage loan encumbering our jointly owned Enterprise property and an option pursuant to which either Marc Realty can acquire the Company’s interest in One East Erie for $15.1 million or the Company can acquire the interest of Marc Realty in One East Erie for $5.5 million.  The option, which is at the election of Marc Realty, must be made by May 31, 2012.  In the event Marc Realty acquires the Company’s interest in One East Erie, based on the current value of the property at December 31, 2011, the Company anticipates it will recognize a gain of approximately $12.6 million.  If the Company acquires the Marc Realty interest, it is expected that there will be no material gain or loss.

First Quarter 2012 Dividend Declaration

The Company’s Board of Trustees declared a dividend for the first quarter of 2012 of $0.1625 per Common Share payable on April 16, 2012 to common shareholders of record on March 30, 2012.

The Company’s Board of Trustees also declared a regular quarterly cash dividend of $0.578125 per Series D Preferred Share which is payable on March 30, 2012 to the holders of Series D Preferred Shares of record on March 16, 2012.

Supplemental Financial Information

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

Conference Call Information

The Company will host a conference call to discuss its fourth quarter and full year end 2011 results today, Thursday, March 1, 2012 at 12:00 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 2, 2012 by dialing (877) 660-6853; account #286, confirmation #384641.  An online replay will also be available for one year.

About Winthrop Realty Trust

Winthrop Realty Trust, headquartered in Boston, Massachusetts, is a NYSE-listed real estate investment trust (REIT) focused on acquiring, owning, operating and investing in real property as well as real estate financial instruments including CMBS, Bonds, REIT Preferred and common stock.For more information, please visit our web-site at 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, 2011 and December 31, 2010 are as follows (in thousands except per share amounts):

	(unaudited)						(unaudited)
	For the Three Months Ended December 31,						For Year Ended December 31,
	2011			2010			2011			2010
Revenue
Rents and reimbursements	$	11,575		$	10,077		$	44,636			$	38,059
Interest, dividends and discount accretion		5,189			5,381			25,458				17,128
		16,764			15,458			70,094				55,187
Expenses
Property operating		3,754			3,089			15,321				8,665
Real estate taxes		1,096			530			4,546				2,532
Depreciation and amortization		3,561			2,916			13,539				9,956
Interest		3,898			4,249			16,021				15,375
Impairment loss on investments in real estate		4,600			-			7,600				-
General and administrative		3,592			2,711			11,767				8,826
State and local taxes		291			27			379				134
		20,792			13,522			69,173				45,488
Other income (loss)
Earnings from preferred equity investments		(160	)		85			338				338
Equity in loss of equity investments, (inclusive of        impairments of $21,058, $0 and $36,358)		(17,259	)		(679	)		(12,919	)			(2,007	)
Gain on sale of equity investments		-			-			207				-
Realized gain (loss) on sale of securities carried at        fair value		(8	)		(30	)		123				558
Unrealized gain on securities carried at fair value		3,586			780			2,788				5,060
Gain on extinguishment of debt		744			-			9,258				-
Realized gain on loan securities carried at fair value		-			469			-				469
Unrealized gain (loss) on loan securities carried at       fair value		(34	)		1,418			2,738				5,011
Settlement income		5,868			-			5,868				-
Gain on consolidation of property		818			-			818				-
Interest and other income		171			45			1,179				139
		(6,274	)		2,088			10,398				9,568
Income (loss) from continuing operations		(10,302	)		4,024			11,319				19,267
Discontinued operations
Income (loss) from discontinued operations		426			157			428				(1,902	)
Consolidated net income (loss)		(9,876	)		4,181			11,747				17,365
Income attributable to non-controlling interest		37			(293	)		(814	)			(888	)
Net income(loss) attributable to Winthrop Realty     Trust		(9,839	)		3,888			10,933				16,477
Income attributable to non-controlling redeemable         preferred interest		(409	)		(58	)		(585	)			(288	)
Income attributable to Series D Preferred Shares		(339	)		-			(339	)			-
Net income (loss) attributable to Common        Shares	$	(10,587	)	$	3,830		$	10,009			$	16,189
Comprehensive income (loss)
Consolidated net income (loss)	$	(9,876	)	$	4,181		$	11,747			$	17,365
Change in unrealized gain on available for sale        securities		-			-			-				2
Change in unrealized gain on interest rate        derivative		(92	)		30			(29	)			22
Comprehensive income (loss)	$	(9,968	)	$	4,211		$	11,718			$	17,389
Per Common Share Data – Basic
Income (loss) from continuing operations	$	(0.33	)	$	0.13		$	0.31			$	0.80
Income (loss) from discontinued operations		0.01			0.01			0.01				(0.08	)
Net income (loss) attributable to Winthrop Realty Trust	$	(0.32	)	$	0.14		$	0.32			$	0.72
Per Common Share Data – Diluted
Income (loss) from continuing operations	$	(0.33	)	$	0.13		$	0.31			$	0.80
Income (loss) from discontinued operations		0.01			0.01			0.01				(0.08	)
Net income (loss) attributable to Winthrop Realty Trust	$	(0.32	)	$	0.14		$	0.32			$	0.72
Basic Weighted-Average Common Shares		33,027			27,023			31,428				22,566
Diluted Weighted-Average Common Shares		33,027			27,026			31,428				22,568

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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, 2011 and December 31, 2010 (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,
	2011			2010			2011			2010
Net income (loss) attributable to Winthrop     Realty Trust	$	(9,839	)	$	3,888		$	10,933		$	16,477
Real estate depreciation		2,348			1,816			8,646			6,399
Amortization of capitalized leasing costs		1,213			1,121			4,895			3,712
Gain on sale of real estate		(450	)		-			(392	)		-
Gain on sale of equity investments		-			-			(207	)		-
Gain on property consolidation		(818	)		-			(818	)		-
Real estate depreciation and amortization     of unconsolidated interests		3,831			2,313			11,466			8,959
Impairment loss on investments in real estate		4,600			-			7,600			2,720
Impairment loss on equity investments		17,258			-			21,058			-
Less: Non-controlling interest share of real     estate depreciation and amortization		(1,113	)		(801	)		(3,483	)		(3,172	)
Funds from operations		17,030			8,337			59,698			35,095
Series C Preferred dividends		(409	)		(58	)		(585	)		(288	)
Series D Preferred dividends		(339	)		-			(339	)		-
Allocations of earnings to Series B-1    Preferred Shares		(61	)		-			(325	)		(63	)
Allocations of earnings to Series C    Preferred Shares		(35	)		(20	)		(213	)		(241	)
FFO applicable to Common Shares-Basic	$	16,186		$	8,259		$	58,236		$	34,503
Weighted-average Common Shares		33,027			27,023			31,428			22,566
FFO Per Common Share-Basic	$	0.49		$	0.31		$	1.85		$	1.53
Diluted
Funds from operations (per above)	$	17,030		$	8,337		$	59,698		$	35,095
Series C Preferred dividend		(409	)		-			(585	)		-
Series D Preferred dividend		(339	)		-			(339	)		-
Allocation of earnings to Series B-1    Preferred Shares		(61	)		-			(325	)		(63	)
Allocation of earnings to Series C Preferred     Shares		(35	)		-			(213	)		-
FFO applicable to Common Shares	$	16,186		$	8,337		$	58,236		$	35,032
Weighted-average Common Shares		33,027			27,023			31,428			22,566
Stock options		-			3			-			2
Convertible Series C Preferred Shares		-			257			-			388
Diluted weighted-average Common    Shares		33,027			27,283			31,428			22,956
FFO Per Common Share-Diluted	$	0.49		$	0.31		$	1.85		$	1.53

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,
	2011			2010
	(unaudited)			(unaudited)
ASSETS
Investments in real estate, at cost
Land	$	36,495		$	37,142
Buildings and improvements		327,337			271,357
		363,832			308,499
Less: accumulated depreciation		(44,556	)		(36,232	)
Investments in real estate, net		319,276			272,267
Cash and cash equivalents		40,952			45,257
Restricted cash held in escrows		3,914			8,593
Loans receivable, net		114,333			110,395
Accounts receivable, net of allowances of $639 and       $262, respectively		16,140			12,402
Securities carried at fair value		28,856			33,032
Loan securities carried at fair value		5,309			11,981
Preferred equity investment		5,520			4,010
Equity investments		162,142			81,937
Lease intangibles, net		37,305			26,821
Deferred financing costs, net		1,180			1,158
Assets held for sale		6			2,275
TOTAL ASSETS	$	734,933		$	610,128
LIABILITIES
Mortgage loans payable	$	230,940		$	230,443
Series B-1 Cumulative Convertible Redeemable         Preferred Shares, $25 per share liquidation preference;         852,000 shares authorized and outstanding at         December 31, 2010		-			21,300
Non-recourse secured financings		29,150			-
Revolving line of credit		40,000			25,450
Accounts payable and accrued liabilities		17,174			12,557
Dividends payable		5,369			4,431
Deferred income		502			150
Below market lease intangibles, net		2,962			2,696
Liabilities of held for sale assets		-			33
TOTAL LIABILITIES		326,097			297,060

6

COMMITMENTS AND CONTINGENCIES
NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred     Shares, $25 per share liquidation preference, 144,000     shares authorized and outstanding at December 31, 2010		-			3,221
Total non-controlling redeemable preferred interest		-			3,221
EQUITY
Winthrop Realty Trust Shareholders’ Equity:
Series D Cumulative Redeemable Preferred Shares, $25    per share liquidation preference, 1,840,000 shares    authorized and 1,600,000 shares outstanding at    December 31, 2011		40,000			-
Common Shares, $1 par, unlimited shares authorized;    33,041,034 and 27,030,186 outstanding at December 31,    2011 and December 31, 2010, respectively		33,041			27,030
Additional paid-in capital		626,099			569,586
Accumulated distributions in excess of net income		(311,246	)		(300,782	)
Accumulated other comprehensive loss		(92	)		(63	)
Total Winthrop Realty Trust Shareholders’ Equity		387,802			295,771
Non-controlling interests		21,034			14,076
Total  Equity		408,836			309,847
TOTAL LIABILITIES AND EQUITY	$	734,933		$	610,128

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, 2011 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 Period Ended December 31, 2011

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	5
Consolidated Statements of Cash Flows	7
Selected Balance Sheet Account Detail	9
Schedule of Capitalization, Dividends and Liquidity	10
Selected Investment Data	11
Schedule of Securities Carried at Fair Value	14
Schedule of Loan Assets	15
Net Operating Income from Consolidated Properties	17
Schedule of  Interest and Dividends	18
Consolidated Properties – Selected Property Data	19
Equity Investments – Selected Property Data	21
Preferred Equity Investments – Selected Property Data	24
Consolidated Properties – Operating Summary	25
Equity Investments – Operating Summary	26
Consolidated Debt Summary	27
Equity Investments Debt Summary	28
Lease Expiration Summary	30
Reconciliation of Non-GAAP financial measures of income to net income attributable to Common Shares	31
Supplemental Definitions	32
Investor Information	33

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,
	2011			2011			2011			2011			2010
ASSETS
Investments in real estate, at cost
Land	$	36,495		$	36,495		$	36,495		$	36,495		$	37,142
Buildings and improvements		327,337			273,118			273,964			273,071			271,357
		363,832			309,613			310,459			309,566			308,499
Less: accumulated depreciation		(44,556	)		(42,262	)		(40,168	)		(38,084	)		(36,232	)
Investments in real estate, net		319,276			267,351			270,291			271,482			272,267
Cash and cash equivalents		40,952			66,777			51,344			21,240			45,257
Restricted cash held in escrows		3,914			4,916			9,152			30,648			8,593
Loans receivable, net		114,333			115,889			153,437			105,390			110,395
Accounts receivable, net of allowances of $639, $594, $453, $378 and $262, respectively		16,140			12,380			14,110			12,534			12,402
Securities carried at fair value		28,856			6,652			7,613			14,695			33,032
Loan securities carried at fair value		5,309			5,343			5,418			14,132			11,981
Preferred equity investments		5,520			13,402			10,155			4,034			4,010
Equity investments		162,142			106,156			95,169			106,606			81,937
Other receivables, net		-			-			-			8,459			-
Lease intangibles, net		37,305			25,394			24,681			25,651			26,821
Deferred financing costs, net		1,180			1,184			1,346			1,479			1,158
Assets held for sale		6			1,491			3,702			3,710			2,275
TOTAL ASSETS	$	734,933		$	626,935		$	646,418		$	620,060		$	610,128
LIABILITIES
Mortgage loans payable	$	230,940		$	185,622		$	210,751		$	212,155		$	230,443
Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 shares authorized and outstanding at Sept 30, June 30, March 31, 2011, and Dec 31, 2010		-			21,300			21,300			21,300			21,300
Non-recourse secured financings		29,150			15,150			15,150			15,150			-
Revolving line of credit		40,000			-			-			33,875			25,450
Accounts payable and accrued liabilities		17,174			12,287			12,322			11,982			12,557
Dividends payable		5,369			5,395			5,385			4,441			4,431
Deferred income		502			1,550			1,016			1,206			150
Below market lease intangibles, net		2,962			2,137			2,312			2,503			2,696
Liabilities of held for sale assets		-			597			620			537			33
TOTAL LIABILITIES		326,097			244,038			268,856			303,149			297,060
COMMITMENTS AND CONTINGENCIES
NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference, 144,000 shares authorized and outstanding at September 30, 2011, June 30, 2011, March 31, 2011, and December 31, 2010		-			3,221			3,221			3,221			3,221
Total non-controlling redeemable preferred interest		-			3,221			3,221			3,221			3,221
EQUITY
Winthrop Realty Trust Shareholders’ Equity:
Series D Cumulative Redeemable Preferred Shares
$25 per share liquidation preference, 1,840,000 shares authorized and 1,600,000 shares outstanding at Dec 31, 2011 Common Shares, $1 par, unlimited shares authorized;		40,000			-			-			-			-
33,041,034, 32,958,778, 32,897,554, 27,088,347, and 27,030,186  issued and  outstanding at Dec 31, Sept 30, June 30, March 31, 2011, and Dec 31, 2010,  respectively		33,041			32,959			32,898			27,088			27,030
Additional paid-in capital		626,099			627,107			626,472			570,208			569,586
Accumulated distributions in excess of net income		(311,246	)		(295,290	)		(299,721	)		(298,045	)		(300,782	)
Accumulated other comprehensive loss		(92	)		-			-			-			(63	)
Total Winthrop Realty Trust Shareholders’ Equity		387,802			364,776			359,649			299,251			295,771
Non-controlling interests		21,034			14,900			14,692			14,439			14,076
Total Equity		408,836			379,676			374,341			313,690			309,847
TOTAL LIABILITIES AND EQUITY	$	734,933		$	626,935		$	646,418		$	620,060		$	610,128

1

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)

	Years Ended December 31,
	2011			2010			2009
Revenue
Rents and reimbursements	$	44,636		$	38,059		$	39,803
Interest, dividends and discount accretion		25,458			17,128			7,336
		70,094			55,187			47,139
Expenses
Property operating		15,321			8,665			7,041
Real estate taxes		4,546			2,532			2,542
Depreciation and amortization		13,539			9,956			10,529
Interest		16,021			15,375			16,664
Impairment loss on investment in real estate		7,600			-			10,000
Provision for loss on loans receivable		-			-			2,152
General and administrative		11,767			8,826			7,303
State and local taxes		379			134			157
		69,173			45,488			56,388
Other income (loss)
Earnings (loss) from preferred equity investments		338			338			(2,108	)
Equity in loss of equity investments, inclusive of impariments        of $21,058, $0, and $36,358		(12,919	)		(2,007	)		(103,092	)
Gain on sale of equity investments		207			-			-
Realized gain on sale of securities carried at fair value		123			558			5,416
Unrealized gain on securities carried at fair value		2,788			5,060			17,862
Impairment loss on real estate loan available for sale		-			-			(203	)
Gain (loss) on extinguishment of debt, net		9,258			-			6,846
Realized gain on loan securities carried at fair value		-			469			-
Unrealized gain on loan securities carried at fair value		2,738			5,011			-
Settlement income		5,868			-			-
Gain on consolidation of property		818			-			-
Interest and other income		1,179			139			172
		10,398			9,568			(75,107	)
Income (loss) from continuing operations		11,319			19,267			(84,356	)
Discontinued operations
Income (loss) from discontinued operations		428			(1,902	)		1,026
Consolidated net income (loss)		11,747			17,365			(83,330	)
Income attributable to non-controlling interest		(814	)		(888	)		(1,017	)
Net income (loss) attributable to    Winthrop Realty Trust		10,933			16,477			(84,347	)
Income attributable to non-controlling redeemable
preferred interest		(585	)		(288	)		(147	)
Income attributable to Series D Preferred Shares		(339	)		-			-
Net income (loss) attributable to Common Shares	$	10,009		$	16,189		$	(84,494	)
Comprehensive income (loss)
Consolidated net income (loss)	$	11,747		$	17,365		$	(83,330	)
Change in unrealized gain on available for sale securities		-			2			19
Change in unrealized gain (loss) on interest rate derivative		(29	)		22			543
Change in unrealized gain (loss) from equity investments		-			-			26,174
Comprehensive income (loss)	$	11,718		$	17,389		$	(56,594	)
Per Common Share data - Basic
Income (loss) from continuing operations	$	0.31		$	0.80		$	(5.25	)
Income (loss) from discontinued operations		0.01			(0.08	)		0.06
Net income (loss) attributable to Winthrop Realty Trust	$	0.32		$	0.72		$	(5.19	)
Per Common Share data - Diluted
Income (loss) from continuing operations	$	0.31		$	0.80		$	(5.25	)
Income (loss) from discontinued operations		0.01			(0.08	)		0.06
Net income (loss) attributable to Winthrop Realty Trust	$	0.32		$	0.72		$	(5.19	)
Basic Weighted-Average Common Shares		31,428			22,566			16,277
Diluted Weighted-Average Common Shares		31,428			22,568			16,277

2

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME

(In thousands, except per share data, continued)

(Unaudited)

	Three Months Ended
	December 31,			September 30,			June 30,			March 31			December 31,
	2011			2011			2011			2011			2010
Revenue
Rents and reimbursements	$	11,575		$	10,841		$	11,234		$	10,986		$	10,077
Interest, dividends and discount accretion		5,189			5,503			5,094			9,672			5,381
		16,764			16,344			16,328			20,658			15,458
Expenses
Property operating		3,754			3,535			3,987			4,045			3,089
Real estate taxes		1,096			1,108			1,087			1,255			530
Depreciation and amortization		3,561			3,185			3,312			3,481			2,916
Interest		3,898			3,547			3,963			4,613			4,249
Impairment loss on investment in real estate		4,600			3,000			-			-			-
General and administrative		3,592			2,893			2,758			2,524			2,711
State and local taxes		291			11			48			29			27
		20,792			17,279			15,155			15,947			13,522
Other income (loss)
Earnings (loss) from preferred equity investments		(160	)		257			158			83			85
Equity in income (loss) of equity investments		(17,259	)		2,820			2,875			(1,355	)		(679	)
Gain on sale of equity investments		-			207			-			-			(30	)
Realized gain (loss) on sale of securities carried at fair value		(8	)		-			7			124			780
Unrealized gain (loss) on securities carried at fair value		3,586			(961	)		(723	)		886			-
Gain (loss) on extinguishment of debt, net		744			8,514			-			-			469
Unrealized gain (loss) on loan securities    carried at fair value		(34	)		(75	)		34			2,813			1,418
Settlement income		5,868			-			-			-			-
Gain on consolidation of property		818			-			-			-			-
Interest and other income		171			472			443			93			45
		(6,274	)		11,234			2,794			2,644			2,088
Income  (loss) from continuing operations		(10,302	)		10,299			3,967			7,355			4,024
Discontinued operations
Income (loss) from discontinued operations		426			(135	)		90			47			157
Consolidated net income (loss)		(9,876	)		10,164			4,057			7,402			4,181
(Income) loss attributable to non-controlling interest		37			(318	)		(329	)		(204	)		(293	)
Net income attributable to Winthrop Realty Trust		(9,839	)		9,846			3,728			7,198			3,888
Income attributable to non-controlling    redeemable preferred interest		(409	)		(59	)		(58	)		(59	)		(58	)
Income attributable to Series D preferred shares		(339	)		-			-			-			-
Net income (loss) attributable to Common Shares	$	(10,587	)	$	9,787		$	3,670		$	7,139		$	3,830
Comprehensive income (loss)
Consolidated net income (loss)	$	(9,876	)	$	10,164		$	4,057		$	7,402		$	4,181
Change in unrealized gain (loss) on         interest rate derivative		(92	)		-			-			63			30
Comprehensive income	$	(9,968	)	$	10,164		$	4,057		$	7,465		$	4,211

3

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME

(In thousands, except per share data, continued)

(Unaudited)

	Three Months Ended
	December 31,			September 30,		June 30,		March 31		December 31,
	2011			2011		2011		2011		2010
Per Common Share data - Basic
Income from continuing operations	$	(0.33	)	$	0.30	$	0.11	$	0.26	$	0.13
Loss from discontinued operations		0.01			-		-		-		0.01
Net income attributable to      Winthrop Realty Trust	$	(0.32	)	$	0.30	$	0.11	$	0.26	$	0.14
Per Common Share data - Diluted
Income from continuing operations	$	(0.33	)	$	0.30	$	0.11	$	0.26	$	0.13
Loss from discontinued operations		0.01			-		-		-		0.01
Net income attributable to     Winthrop Realty Trust	$	(0.32	)	$	0.30	$	0.11	$	0.26	$	0.14
Basic Weighted-Average     Common Shares		33,027			32,949		32,574		27,079		27,023
Diluted Weighted-Average      Common Shares		33,027			32,949		32,574		27,081		27,026

4

WINTHROP REALTY TRUST

FUNDS FROM OPERATIONS

(In thousands, except per share data)

(Unaudited)

The following presents a reconciliation of net income to funds from operations for the three months and year ended December 31, 2011 and 2010:

	Three Months Ended						Year Ended
	December 31,						December 31,
	2011			2010			2011			2010
Basic
Net income (loss) attributable to     Winthrop Realty Trust	$	(9,839	)	$	3,888		$	10,933		$	16,477
Real estate depreciation		2,348			1,816			8,646			6,399
Amortization of capitalized leasing costs		1,213			1,121			4,895			3,712
Gain on sale of real estate		(450	)		-			(392	)		-
Gain on sale of equity investments		-			-			(207	)		-
Gain on property consolidation		(818	)		-			(818	)		-
Real estate depreciation and amortization
of unconsolidated interests		3,831			2,313			11,466			8,959
Impairment loss on investments in real estate		4,600			-			7,600			2,720
Impairment loss on equity investments		17,258			-			21,058			-
Less:  Non-controlling interest share
of depreciation and amortization		(1,113	)		(801	)		(3,483	)		(3,172	)
Funds from operations		17,030			8,337			59,698			35,095
Preferred dividend of Series C Preferred Shares		(409	)		(58	)		(585	)		(288	)
Preferred dividend of Series D Preferred Shares		(339	)		-			(339	)		-
Allocation of earnings to Series     B-1 Preferred Shares		(61	)		-			(325	)		(63	)
Allocation of earnings to Series     C Preferred Shares		(35	)		(20	)		(213	)		(241	)
FFO applicable to Common Shares - Basic	$	16,186		$	8,259		$	58,236		$	34,503
Weighted-average Common Shares		33,027			27,023			31,428			22,566
FFO Per Common Share - Basic	$	0.49		$	0.31		$	1.85		$	1.53
Diluted
Funds from operations	$	17,030		$	8,337		$	59,698		$	35,095
Preferred dividend of Series C Preferred Shares		(409	)		-			(585	)		-
Preferred dividend of Series D Preferred Shares		(339	)		-			(339	)		-
Allocation of earnings to Series     B-1 Preferred Shares		(61	)		-			(325	)		(63	)
Allocation of earnings to Series     C Preferred Shares		(35	)		-			(213	)		-
FFO applicable to Common Shares	$	16,186		$	8,337		$	58,236		$	35,032
Weighted-average Common Shares		33,027			27,023			31,428			22,566
Stock options		-			3			-			2
Convertible Series C Preferred Shares		-			257			-			388
Diluted weighted-average Common Shares		33,027			27,283			31,428			22,956
FFO Per Common Share - Diluted	$	0.49		$	0.31		$	1.85		$	1.53

5

WINTHROP REALTY TRUST

FUNDS FROM OPERATIONS

(In thousands, except per share data)

(Unaudited)

The following presents a reconciliation of net income to funds from operations for the each of the last five quarterly periods:

	Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
	2011			2011			2011			2011			2010
Basic
Net income (loss) attributable to     Winthrop Realty Trust	$	(9,839	)	$	9,846		$	3,728		$	7,198		$	3,888
Real estate depreciation		2,348			2,094			2,086			2,118			1,816
Amortization of capitalized leasing costs		1,213			1,092			1,226			1,365			1,121
(Gain) loss on sale of real estate		(450	)		58			-			-			-
Gain on sale of equity investments		-			(207	)		-			-			-
Gain on sale of property consolidation		(818	)		-			-			-			-
Real estate depreciation and    amortization of unconsolidated    interests		3,831			2,996			2,376			2,263			2,313
Impairment loss on investments in real estate		4,600			3,000			3,800			-			-
Impairment loss on equity investments		17,258			-			-			-			-
Less:  Non-controlling interest share
of depreciation and amortization		(1,113	)		(790	)		(789	)		(792	)		(801	)
Funds from operations		17,030			18,089			12,427			12,152			8,337
Preferred dividend of Series C Preferred Shares		(409	)		(59	)		(58	)		(59	)		(58	)
Preferred dividend of Series D Preferred Shares		(339	)		-			-			-			-
Allocation of earnings to Series     B-1 Preferred Shares		(61	)		(170	)		(11	)		(72	)		-
Allocation of earnings to Series     C Preferred Shares		(35	)		(82	)		(39	)		(55	)		(20	)
FFO applicable to Common Shares - Basic	$	16,186		$	17,778		$	12,319		$	11,966		$	8,259
Weighted-average Common Shares		33,027			32,949			32,573			27,079			27,023
FFO Per Common Share - Basic	$	0.49		$	0.54		$	0.38		$	0.44		$	0.31
Diluted
Funds from operations	$	17,030		$	18,089		$	12,427		$	12,152		$	8,337
Preferred dividend of Series C Preferred Shares		(409	)		(59	)		(58	)		(59	)		-
Preferred dividend of Series D Preferred Shares		(339	)
Allocation of earnings to Series     B-1 Preferred Shares		(61	)		(170	)		(11	)		(72	)		-
Allocation of earnings to Series     C Preferred Shares		(35	)		(82	)		(39	)		(55	)		-
FFO applicable to Common Shares	$	16,186		$	17,778		$	12,319		$	11,966		$	8,337
Weighted-average Common Shares		33,027			32,949			32,573			27,079			27,023
Stock options		-			-			1			2			3
Convertible Series C Preferred Shares		-			-			-			-			257
Diluted weighted-average Common Shares		33,027			32,949			32,574			27,081			27,283
FFO Per Common Share - Diluted	$	0.49		$	0.54		$	0.38		$	0.44		$	0.31

6

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, Unaudited)

	Years Ended December 31,
	2011			2010			2009
Cash flows from operating activities
Net income (loss)	$	11,747		$	17,365		$	(83,330	)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization (including amortization
of deferred financing costs)		9,412			6,988			7,504
Amortization of lease intangibles		4,472			3,033			4,771
Straight-lining of rental income		(2,076	)		212			(1,280	)
Loan discount accretion		(13,401	)		(8,782	)		(1,021	)
Discount accretion received in cash		13,290			-			-
(Earnings) loss of preferred equity investments		(338	)		(338	)		2,758
Distributions of income from preferred equity investments		571			340			2,373
Loss of equity investments		12,919			2,007			103,092
Distributions of income from equity investments		12,696			5,270			2,784
Restricted cash held in escrows		1,431			1,167			(1,824	)
Gain on sale of securities carried at fair value		(123	)		(558	)		(5,416	)
Unrealized gain on securities carried at fair value		(2,788	)		(5,060	)		(17,862	)
Gain on sale of assets held for sale		(392	)		-			-
Gain on sale of loan securitites carried at fair value		-			(469	)		-
Unrealized gain on loan securities carried at fair value		(2,738	)		(5,011	)		-
Impairment loss on real estate loan available for sale		-			-			203
Impairment loss on investments in real estate		7,600			2,720			10,000
Gain on sale of equity investments		(207	)		-			-
(Gain) loss on extinguishment of debt		(9,258	)		-			(7,138	)
Settlement income		(5,868	)		-			-
Gain on consolidation of property		(818	)		-			-
Provision for loss on loan receivable		-			-			2,152
Tenant leasing costs		(2,791	)		(2,996	)		(2,191	)
Bad debt (recovery) expense		377			(643	)		340
Net change in interest receivable		37			(361	)		(74	)
Net change in accounts receivable		(616	)		2,363			-
Net change in accounts payable and accrued liabilities		1,714			2,365			(873	)
Net cash provided by operating activities		34,852			19,612			14,968
Cash flows from investing activities
Issuance and acquisition of loans receivable		(67,619	)		(122,301	)		(31,514	)
Investments in real estate		(10,719	)		(23,484	)		(2,522	)
Investment in equity investments		(151,219	)		(25,632	)		(3,358	)
Investment in preferred equity investment		(7,564	)		-			(487	)
Return of capital distribution from equity investments		31,890			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		(19,321	)		(13,222	)		(33,115	)
Proceeds from sale of assets held for sale		3,629			1,750			-
Proceeds from settlement		5,803			-			-
Proceeds from preferred equity investments		-			-			145
Proceeds from sale of equity investments		6,000			-			-
Proceeds from sale of real estate loan available for sale		-			-			34,797
Proceeds from sale of securities carried at fair value		26,408			31,249			39,015
Proceeds from sale of available for sale securities		-			205			-
Proceeds of loan securities at maturity		8,748			2,272			-
Proceeds from sale of loans receivable		-			12,876			-
Restricted cash held in escrows		3,160			(1,508	)		2,668
Collection of loans receivable		70,289			15,064			11,467
Cash from foreclosure on properties		-			275			-
Net cash used in investing activities		(100,515	)		(112,650	)		(17,786	)
				(Continued on next page)

7

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, Unaudited, continued)

	Years Ended December 31,
	2011			2010			2009
Cash flows from financing activities
Proceeds from mortgage loans payable	$	32,494		$	-		$	49
Proceeds from loan payable		-			-			19,818
Payment of loan payable		-			-			(19,818	)
Proceeds from revolving line of credit		67,324			25,450			35,000
Payment of revolving line of credit		(52,774	)		-			(35,000	)
Principal payments of mortgage loans payable		(72,574	)		(10,199	)		(6,229	)
Restricted cash held in escrows		89			1,520			4,004
Payments of note payable		-			-			(9,800	)
Deferred financing costs		(788	)		(252	)		(61	)
Contribution from non-controlling interest		1,349			1,431			979
Distribution to non-controlling interest		(356	)		(354	)		(843	)
Issuance of Common Shares under Dividend Reinvestment Plan		2,760			2,401			1,615
Issuance of Common Shares through offering		61,386			66,774			40,168
Issuance of Preferred Shares		38,378			-			-
Dividend paid on Common Shares		(19,496	)		(14,573	)		(17,809	)
Dividend paid on Series C Preferred Shares		(624	)		(396	)		-
Dividend paid on Series D Preferred Shares		(339	)		-			-
Redemption of Series B-1 Preferred Shares		(21,400	)		-			(2,000	)
Redemption of Series C Preferred Shares		(3,221	)		-			-
Proceeds from secured financing		29,150			-			-
Net cash provided by financing activities		61,358			71,802			10,073
Net increase (decrease) in cash and cash equivalents		(4,305	)		(21,236	)		7,255
Cash and cash equivalents at beginning of period		45,257			66,493			59,238
Cash and cash equivalents at end of period	$	40,952		$	45,257		$	66,493
Supplemental Disclosure of Cash Flow Information
Interest paid	$	16,246		$	14,240		$	16,324
Taxes paid	$	396		$	133		$	220
Supplemental Disclosure on Non-Cash Investing and  Financing Activities
Dividends accrued on Common Shares	$	5,396		$	4,392		$	3,311
Dividends accrued on Series C Preferred Shares	$	-		$	39		$	147
Capital expenditures accrued	$	1,840		$	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 from preferred equity investments	$	5,821		$	-		$	41,823
Transfer from (to) loans receivable	$	(6,534	)	$	-		$	15,805
Transfer to equity method investments	$	(7,509	)	$	-		$	(57,628	)
Transfer to investments in lease intangibles	$	(12,904	)	$	(3,204	)	$	-
Transfer to investments in real estate	$	(52,778	)	$	(41,425	)	$	-
Transfer to below market lease intangibles	$	1,005		$	125		$	-
Assumption of mortgage loan on investment in real estate	$	49,091		$	23,875		$	-
Transfer  from loan securities	$	662		$	-		$	-

8

WINTHROP REALTY TRUST

SELECTED BALANCE SHEET ACCOUNT DETAIL

(In thousands, Unaudited)

	December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011			December 31, 2010
Investments in Real Estate
Land	$	36,495		$	36,495		$	36,495		$	36,495		$	37,142
Buildings and improvements
Buildings		297,223			249,789			251,632			251,632			252,625
Building improvements		13,679			11,435			12,824			12,358			11,841
Furniture and Fixtures		1,849			1,842			827			815			815
Tenant improvements		14,586			10,052			8,681			8,266			6,076
		363,832			309,613			310,459			309,566			308,499
Accumulated depreciation and amortization		(44,556	)		(42,262	)		(40,168	)		(38,084	)		(36,232	)
Total Investments in Real Estate	$	319,276		$	267,351		$	270,291		$	271,482		$	272,267
Accounts Receivable
Straight-line rent receivable	$	10,805		$	9,666		$	9,438		$	9,075		$	8,729
Other		5,335			2,714			4,672			3,459			3,673
Total Accounts Receivable	$	16,140		$	12,380		$	14,110		$	12,534		$	12,402
Securities Carried at Fair Value
REIT Preferred Shares	$	4,277		$	4,222		$	4,333		$	10,547		$	28,547
REIT Common Shares		24,579			2,430			3,280			4,148			4,485
Total Securities Carried at Fair Value	$	28,856		$	6,652		$	7,613		$	14,695		$	33,032
Equity Investments
So-Cal Office Loan Portfolio (31 Loans)	$	72,626		$	-		$	-		$	-		$	-
Vintage Housing Holdings (27 Properties)		29,887			30,513			25,452			-			-
Marc Realty Portfolio (9 Properties)		27,145			43,419			43,735			62,493			62,150
Sealy Ventures Properties (3 Properties)		11,348			14,382			10,798			10,444			11,904
One South Center  / Elad		10,150			-			-			-			-
Riverside Plaza (Retail Loan)		7,883			7,883			7,883			7,883			7,883
FII Co-Invest		1,800			1,800			-			-			-
RE-CDO Management		1,296			1,273			1,250			-			-
Lakeside/Eagle		7			9			9			17,837			-
LW SOFI  (Sofitel Hotel Loan)		-			6,877			6,022			-			-
46th Street Gotham (Gotham Hotel Loan)		-			-			20			7,949			-
Total Equity Investments	$	162,142		$	106,156		$	95,169		$	106,606		$	81,937
Preferred Equity Investments
180 North Michigan (Marc Realty)	$	4,020		$	3,999		$	4,118		$	4,034		$	4,010
450 West 14th Street (High Line)		-			7,903			6,037			-			-
Vintage at Tacoma		1,500			1,500			-			-			-
Total Preferred Equity Investments	$	5,520		$	13,402		$	10,155		$	4,034		$	4,010
Non-Controlling Interests
Westheimer (Houston, TX)	$	10,973		$	10,648		$	10,340		$	10,053		$	9,780
River City / Marc Realty (Chicago, IL)		3,346			3,411			3,442			3,458			3,280
One East Erie/ Marc Realty (Chicago, IL)		504			461			503			497			557
1050 Corporetum / Marc Realty (Lisle, IL)		171			215			253			278			322
Deer Valley / Fenway (Deer Valley, AZ)		189			165			154			153			137
450 West 14th Street (High Line)		4,847			-			-			-			-
So-Cal Office Loan Portfolio		1,004			-			-			-			-
Total Non-Controlling Interests	$	21,034		$	14,900		$	14,692		$	14,439		$	14,076
The listing above provides detail for only certain balance sheet line items presented on Winthrop Realty Trust's Consolidated Balance Sheets for all periods presented (the "Balance Sheet"). See page 1 of this supplement for all Balance Sheet line items.

9

WINTHROP REALTY TRUST

SCHEDULE OF CAPITALIZATION, DIVIDENDS AND LIQUIDITY

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

	December 31, 2011		September 30, 2011		June 30, 2011		March 31, 2011		December 31, 2010
Debt
Mortgage loans payable	$	230,940	$	185,622	$	210,751	$	212,155	$	230,443
Series B-1 Preferred Shares		-		21,300		21,300		21,300		21,300
KeyBank line of credit		40,000		-		-		33,875		25,450
Secured financing		29,150		15,150		15,150		15,150		-
Total Debt		300,090		222,072		247,201		282,480		277,193
Preferred Shares
Series C Cumulative Convertible Redeemable Preferred Shares		-		3,221		3,221		3,221		3,221
Equity
Series D Cumulative Redeemable Preferred Shares		40,000		-		-		-		-
Common Shares		347,802		364,776		359,649		299,251		295,771
Non-controlling ownership interests		21,034		14,900		14,692		14,439		14,076
Total Equity		408,836		379,676		374,341		313,690		309,847
Total Capitalization	$	708,926	$	604,969	$	624,763	$	599,391	$	590,261

Common Dividend Per Share
December 31, 2011		September 30, 2011		June 30, 2011		March 31, 2011		December 31, 2010
$	0.1625	$	0.1625	$	0.1625	$	0.1625	$	0.1625

Liquidity and Credit Facility
	December 31, 2011		September 30,  2011		June 30,  2011		March 31, 2011		December 31, 2010
Cash and cash equivalents	$	40,952	$	66,777	$	51,344	$	21,240	$	45,257
Securities carried at fair value		28,856		6,652		7,613		14,695		33,032
Available under line of credit		10,000		50,000		50,000		16,125		9,550
Total Liquidity and Credit Facility	$	79,808	$	123,429	$	108,957	$	52,060	$	87,839

10

WINTHROP REALTY TRUST

SELECTED INVESTMENT DATA

December 31, 2011

(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 15-16, Consolidated Property Data on pages 19-20, and Equity Investment Property Data on pages 21-22.

Cash	Amount
Cash and cash equivalents	$	40,952
REIT Securities	Cost		Fair Value
REIT Preferred shares	$	2,067	$	4,277
REIT Common shares		21,492		24,579

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
Magazine - Mezzanine Loan	Multi Family	Libor + 1.23%			17,525		18,786		20,000			07/09/12
160 Spear - B Note	Office		9.75%		3,410		11,468		15,000	(1	)	06/09/13
160 Spear -  Mezzanine Loan	Office		15.00%		4,800		4,800		4,800			06/09/13
Hotel Wales  - Whole Loan	Hotel	Libor + 4%			20,000		20,000		20,000	(1	)	10/05/13
Legacy Orchard -Corporate Loan	Corporate Loan		15.00%		9,750		9,750		9,500			10/31/14
Rennaisance - Mezzanine Loan	Retail / Multi Family	Libor + 12%			3,000		3,000		3,000			01/01/15
San Marbeya - Whole  Loan	Multi Family		5.88%		26,351		26,351		30,466			01/01/15
Rockwell - Mezzanine Loan	Industrial		12.00%		246		260		1,493			05/01/16
29 East Madison - Mezzanine Loan	Office		8.00%		4,028		4,028		4,000			05/31/16
500-512 Seventh Ave - B Note	Office		7.19%		9,563		9,931		11,400			07/11/16
180 North Michigan - Mezzanine Loan	Office		8.50%		2,930		2,930		2,930			12/31/16
Wellington Tower -  Mezzanine Loan	Mixed use		6.79%		2,351		2,549		3,501			07/11/17
WBCMT Series 2007 Tranche L - CMBS	Hotel	Libor + 1.75%			161		68		1,130			06/09/12
2600 West Olive - Rake Bonds	Office	Libor+0.65% to 1.60%			1,500		5,275		6,364			02/29/13
(1) Amount represents Borrowers Discounted Payoff Option amount.

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
Riverside -B Note - 50 % Owned Equity Inv	Retail	12.00%	15,600	15,600	15,600	12/01/12
So-Cal Office - C Note - 73% Owned Equity Inv	Office	Libor + 3.1%	96,969	96,969	117,896	08/09/12
Amounts shown represent 100% of the investment at the venture level.

Continued on next page

11

WINTHROP REALTY TRUST

SELECTED INVESTMENT DATA(Continued)

December 31, 2011

(In thousands, except square footage and cost per square foot/unit, Unaudited)

Consolidated Operating Properties Acquired through Direct or Indirect Foreclosure	% Owned			Type	Square Feet/ Units		Cost Basis before Accum Depreciation		Cost per Square Foot or Unit		Debt Balance
Deer Valley, AZ		97	%	Office		82,000	$	11,515	$	140	$	-	(1	)
Englewood, CO (Crossroads I)		100	%	Office		118,000		8,182		69		-	(1	)
Englewood, CO (Crossroads II)		100	%	Office		118,000		10,678		90		-	(1	)
Meriden, CT (Newbury Apartments)		100	%	Multi-Family	180 Units			25,254		140,300		13,590

Consolidated Operating Properties Acquired through Asset Purchase	% Owned			Type	Square Feet		Cost Basis before Accum Depreciation		Cost per Square Foot		Debt Balance
Atlanta, GA		100	%	Retail		61,000		4,638	$	76		-	(1	)
Denton, TX		100	%	Retail		46,000		2,744		60		-	(1	)
Greensboro, NC		100	%	Retail		46,000		3,801		83		-	(1	)
Louisville , KY		100	%	Retail		47,000		3,098		66		-	(1	)
Memphis, TN		100	%	Retail		44,000		1,397		32		-	(1	)
Seabrook, TX		100	%	Retail		52,000		2,012		39		-	(1	)
Amherst, NY		100	%	Office		200,000		19,618		98		15,682
Andover, MA		100	%	Office		93,000		8,328		90		-	(1	)
Chicago, IL (One East Erie / Marc Realty)		80	%	Office		126,000		25,814		205		20,522
Chicago, IL (River City / Marc Realty )		60	%	Office		253,000		16,264		64		8,900
Houston, TX (Westheimer)		8	%	Office		614,000		69,543		113		56,423
Indianapolis, IN (Circle Tower)		100	%	Office		111,000		8,546		77		4,169
Lisle, IL (550 Corporetum)		100	%	Office		169,000		21,454		127		5,753
Lisle, IL (Arboretum)		100	%	Office		67,000		6,162		92		1,657
Lisle, IL (1050 Corporetum / Marc Realty)		60	%	Office		54,000		4,045		75		5,600
New York, NY	var			Office		105,000		55,457		528		49,585
Orlando, FL		100	%	Office		257,000		17,290		67		38,132
Plantation, FL		100	%	Office		120,000		12,935		108		10,927
South Burlington, VT		100	%	Office		54,000		3,407		63		-	(1	)
Jacksonville, FL		100	%	Warehouse		580,000		12,341		21		-	(1	)
Churchill, PA		100	%	Mixed Use		826,000		9,309		11		-
(1) These properties collateralize our revolving line of credit.

Continued on next page

12

WINTHROP REALTY TRUST

SELECTED INVESTMENT DATA(Continued)

December 31, 2011

(In thousands, except square footage / units, Unaudited)

Equity Investment Operating Properties Acquired through Asset Purchase	% Owned			Type	Square Feet		Equity Investment Carrying Amount
Marc Realty (9 Equity Investments)	Var			Office		1,407,000	$	27,145
Sealy Equity Investments (3 Equity Investments)	Var			Industrial/Office		2,097,000		11,348
Vintage Housing Holdings		75	%	Multi- Family	4,167 Units			29,887
Preferred Equity Investment Operating Properties Acquired through Asset Purchase	% Owned			Type	Square Feet		Preferred Equity Investment Carrying Amount
180 North Michigan		70	%	Office		229,000		4,020
Vintage Housing Holdings		75	%	Multi-Family	Under construction			1,500

13

WINTHROP REALTY TRUST

SCHEDULE OF SECURITIES CARRIED AT FAIR VALUE

(In thousands, Unaudited)

	December 31, 2011				September 30, 2011				June 30, 2011				March 31, 2011				December 31, 2010
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
REIT Preferred shares	$	2,067	$	4,277	$	2,067	$	4,222	$	2,067	$	4,333	$	5,646	$	10,547	$	15,757	$	28,547
REIT Common shares		21,492		24,579		2,935		2,430		2,935		3,280		2,935		4,148		3,590		4,485
Total securities carried at fair value	$	23,559	$	28,856	$	5,002	$	6,652	$	5,002	$	7,613	$	8,581	$	14,695	$	19,347	$	33,032
Securities carried at fair value are comprised of REIT preferred shares and common shares for which the Trust has elected the fair value option.

	Three Months Ended
	December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011		December 31, 2010
Net unrealized gain (loss)	$	3,552		$	(1,036	)	$	(689	)	$	3,699	$	2,198
Net realized gain (loss)	$	(8	)	$	-		$	7		$	124	$	439
The Trust uses specific identification method for calculating gain or loss on the sale of securities carried at fair value.
Net unrealized gains and losses and realized gains and losses above include amounts generated from securities carried at fair value and loan securities.

14

WINTHROP REALTY TRUST

SCHEDULE OF LOAN ASSETS

 (In thousands, Unaudited)

Description	Acquisition Date	Asset Type	Location	Position		Interest Rate (1)	Carrying Amount (2) December 31, 2011	Par Value		Maturity Date (3)	Senior Debt (4)
Loans Receivable
Magazine	Jun 2011	Multi Family	Florida	Mezzanine		Libor + 1.23%	$            18,805	$20,000		07/09/12	$    120,000
160 Spear	Jun 2009	Office	San Francisco, CA	B Note		9.75% (5)	11,555	15,000	(6)	06/09/13	35,000
160 Spear	Various	Office	San Francisco, CA	Mezzanine		15.00%	4,846	4,800		06/09/13	50,000
Hotel Wales	Oct 2011	Hotel	New York, NY	Whole Loan		Libor + 4.0% (7)	20,101	20,000		10/05/13	-
Legacy Orchard	Oct 2010	Corporate Loan	n/a	Corporate Loan		15.00%	9,750	9,750	(6)	10/31/14	-
Renaissance Walk	Dec 2011	Retail/ Multi Family	Atlanta, GA	Mezzanine		Libor + 12.0% (8)	3,000	3,000		01/01/15	4,000
San Marbeya	Jul 2010	Multi Family	Tempe, AZ	Whole		5.88%	26,501	30,466		01/01/15	-
Rockwell	Aug 2010	Industrial	Shirley, NY	Mezzanine		12.00%	275	1,493		05/01/16	16,766
29 East Madison	Jun 2011	Office	Chicago, IL	Mezzanine		8.00%	4,028	4,000		05/31/16	10,494
500-512 7th Ave	Jul 2010	Office	New York, NY	B Note		7.19%	9,979	11,400		07/11/16	244,887
180 N. Michigan	Various	Office	Chicago, IL	Mezzanine (9)		8.50%	2,930	2,930		12/31/16	17,601
Wellington Tower	Dec 2009	Mixed use	New York, NY	Mezzanine		6.79%	2,563	3,501		07/11/17	22,500
					Total Loans Receivable		$          114,333	$      126,340
Loan Securities Carried at Fair Value
WBCMT 2007	Dec 2009	Hotel	Various	CMBS		Libor + 1.75%	$                   34	$          1,267		06/09/12	$ 1,351,667
West Olive	Dec 2009	Office	Burbank, CA	Rake Bonds		(10)	5,275	6,364		02/28/13	15,666
					Total Loan Securities Carried at Fair Value		$              5,309	$          7,631
Equity Investment Loan Assets (11)
Riverside Plaza	Jun 2010	Retail	Riverside, CA	B Note	(12)	12.00%	$              7,883	$          7,800		12/01/12	$      54,400
So-Cal Office Portfolio	Nov 2011	Office	Southern. CA	C Note	(12)	Libor + 3.10%	72,626	86,064		08/09/12	678,797
					Total Loan Assets of Equity Investments		$            80,509	$        93,864
Preferred Equity Investment Loan Assets
180 N. Michigan	Jul 2008	Office	Chicago, IL	Preferred Equity		8.50%	$              4,020	$          3,923		---	$      21,798
Vintage Housing	Jun 2011	Multi Family	Southern. CA	Preferred Equity		12.00%	1,500	86,064		---	-
						Total Preferred Equity	$              5,520	$        89,987
								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)	Represents contractual interest rates without giving effect to loan discount and accretion. The stated interest rate may be significantly different than the Trust's effective interest rate on certain loan investments.
(2)	Carrying amount of loans receivable includes accrued interest of $500,000 and cumulative accretion of $9,914,000 at December 31, 2011.
(3)	Maturity dates presented are after giving effect to all contractual extensions.
(4)	Senior Debt indicates debt which is secured by the underlying property which is senior to our loan.
(5)	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 principal balance ($73,796 at December 31, 2011) 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, 2011) 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%.
(6)	Amount of Par Value is presented at the borrowers discounted payoff option (DPO) amount.
(7)	Libor floor of 3%.
(8)	Libor floor of 2%.
(9)	Represents a tenant improvement and capital expenditure loan collateralized by a subordinate mortgage on the ownership interest in the property owner.
(10)	Ranges from Libor + 0.65% to Libor + 1.60%.
(11)	Does not include our equity interests in Concord, RE CDO Management and WRT-Elad which invested in Sullivan Center which closed in 2012.
(12)	The loan asset carrying amount presented is at Winthrop's ownership in the loan balance.

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WINTHROP REALTY TRUST

NET OPERATING INCOME FROM CONSOLIDATED PROPERTIES

 (In thousands)

(Unaudited)

	Three Months Ended
	December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011			December 31, 2010
Rents and reimbursements
Minimum rent	$	9,475		$	9,722		$	9,666		$	9,624		$	9,064
Deferred rents (straight-line)		1,140			227			363			346			166
Recovery income		967			976			1,274			1,147			851
Less:
Above and below market rents		106			113			126			128			156
Lease concessions and abatements		(113	)		(197	)		(195	)		(259	)		(160	)
Total rents and reimbursements		11,575			10,841			11,234			10,986			10,077
Rental property expenses
Property operating		3,754			3,535			3,987			4,045			3,089
Real estate taxes		1,096			1,108			1,087			1,255			530
Total rental property expenses		4,850			4,643			5,074			5,300			3,619
Net operating income (1)
from consolidated properties	$	6,725		$	6,198		$	6,160		$	5,686		$	6,458
(1) See definition of non-GAAP measure of Net Operating Income on page 32 of the supplemental package.

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WINTHROP REALTY TRUST

SCHEDULE OF INTEREST, DIVIDENDS AND DISCOUNT ACCRETION

 (In thousands)

(Unaudited)

	Three Months Ended
	December 31, 2011		September 30, 2011		June 30, 2011		March 31, 2011		December 31, 2010
Interest, Dividends and Discount  Accretion by Business Segment:
Loan Assets	$	4,867	$	5,417	$	4,976	$	9,214	$	4,989
REIT Securities		322		86		118		458		392
Total Interest,  Dividends and     Discount Accretion	$	5,189	$	5,503	$	5,094	$	9,672	$	5,381
Interest, Dividends and Discount  Accretion Detail:
Interest on loan assets	$	2,633	$	3,043	$	2,687	$	2,710	$	2,294
Accretion of loan discount		2,234		2,374		2,289		6,504		2,695
Interest and dividends on REIT securities		322		86		118		458		392
Total Interest,  Dividends and     Discount Accretion	$	5,189	$	5,503	$	5,094	$	9,672	$	5,381

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WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA

December 31, 2011 (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 Basis	Cost per Sq Ft	Ownership of Land	($000's) Debt Balance	Debt Maturity &  Int Rate
Amherst, NY (2)	2005	100%	200,000	100%	Ingram Micro Systems  (2013/2023)	200,000	$             16,632	$              83	Fee	$15,682	10/2013 5.65%
Andover, MA	2005	100%	93,000	100%	PAETEC Comm. (2022/2037)	93,000	7,180	77	Fee	(1)	(1)
Chicago, IL (One East Erie / Marc Realty)	2005	80%	126,000	83%	The Gettys Group (2012/2016)	13,000	21,513	171	Fee	20,522	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	14,709	58	Fee	8,900	04/2012 6.25%
					ITAV (2024/2029)	35,000
					MFS/Worldcom(2019/2023)	61,000
Deer Valley, AZ	2010	96.5%	82,000	96%	United Healthcare (2017/2027)	42,000	10,839	132	Fee	(1)	(1)
					Premier Research Group (2016/2026)	13,800
					Southwest Desert Cardiology (2022 / 2037)	9,200
Englewood, CO Crossroads I	2010	100%	118,000	57%	RGN-Denver LLC (2015/ 2025)	17,000	7,831	66	Fee	(1)	(1)
Englewood, CO Crossroads II	2010	100%	118,000	87%	TIC Holdings (2019 / 2044)	75,000	10,330	88	Fee	(1)	(1)
Houston, TX	2004	8%	614,000	100%	Spectra Energy (2018/2028)	614,000	58,481	95	Fee	56,423	04/2016 6.34%
Indianapolis, IN (Circle Tower)	1974	100%	111,000	83%	No Tenants Over 10%	-	4,991	45	Fee	4,169	04/2015 5.82%
Lisle, IL	2006	100%	169,000	61%	United Healthcare (2014/ n/a)	41,000	18,911	112	Fee	5,753	10/2014 Libor + 2.5%
Lisle, IL	2006	100%	67,000	17%	ABM Janitorial (2012/2014)	11,000	5,239	78	Fee	1,657	10/2014 Libor + 2.5%
Lisle, IL (Marc Realty)	2006	60%	54,000	100%	Ryerson (2018/2028)	54,000	3,590	66	Fee	5,600	03/2017 5.55%
New York, NY (450 West 14th St)	2011	var	105,000	70%	Fast Retailing (2026/2036)	23,000	55,231	526	Ground Lease	49,585	05/2016 Libor + 2.5%
					Alice + Olivia (2021/2031)	22,000
					Access Industries  (2021/2031)	14,000
Orlando, FL	2004	100%	257,000	100%	Siemens Real Estate, Inc. (2017/2042)	257,000	14,210	55	Ground Lease	38,132	07/2017 6.40%
Plantation, FL	2004	100%	120,000	100%	AT&T Service, Inc.  (2020/2035)	120,000	11,344	95	Fee	10,927	04/2018 6.48%
South Burlington,   VT	2005	100%	54,000	100%	Fairpoint Comm. (2014/2029)	54,000	2,922	54	Ground Lease	(1)	(1)
Subtotal - Office			2,541,000				263,953			217,350
									(Continued on next page)

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WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

December 31, 2011(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 Basis	Cost per Square Foot or Unit	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	$                   3,812	$                          62	Ground Lease	(1)	(1)
Denton, TX	2004	100%	46,000	64%	Diesel Fitness (2012)	29,000	2,459	53	Fee	(1)	(1)
Greensboro, NC	2004	100%	46,000	100%	The Kroger Co. (2017/2037)	46,000	3,124	68	Ground Lease	(1)	(1)
Louisville, KY	2004	100%	47,000	100%	The Kroger Co. (2015/2040)	47,000	2,612	56	Fee	(1)	(1)
Memphis, TN	2004	100%	44,000	100%	The Kroger Co. (2015/2040)	44,000	1,262	29	Fee	(1)	(1)
Seabrook, TX	2004	100%	52,000	100%	The Kroger Co. (2015/2040)	52,000	1,763	34	Fee	(1)	(1)
Subtotal Retail			296,000				15,032
Other
Warehouse
Jacksonville, FL	2004	100%	580,000	100%	Football Fanatics (2015/2024)	558,000	10,483	18	Fee	(1)	(1)
Mixed Use
Churchill, PA  (3)	2004	100%	826,000	19%	n/a	-	5,555	7	Fee	-	-
Residential
Meriden, CT	2010	100%	180 units	91%	n/a	n/a	24,253	n/a	Fee	13,590	10/2014 Libor + 2.5%
Subtotal - Other			1,406,000				40,291
Total Consolidated Properties			4,243,000				$     319,276			$     230,940
(**) Occupancy rates include all signed leases, including space undergoing tenant improvements.
Notes to Consolidated Properties - Selected Data
(1)     These properties collateralize our revolving line of credit.
(2)     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.

20

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – SELECTED DATA

December 31, 2011

(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 Investment Operating Properties
30 North Michigan, Chicago, IL	2005	50%	221,000	88%	No tenants over 10%	-	$              10,049	Fee	$              12,723	08/2014 5.99%
223 West Jackson, Chicago, IL	2005	50%	168,000	67%	No tenants over 10%	-	7,679	Fee	7,356	06/2012 6.92%
4415 West Harrison, Hillside, IL (High Point)	2005	50%	192,000	57%	North American Medical Mgmt (2015/2020)	20,400	2,441	Fee	4,516	12/2015 5.62%
2000-60 Algonquin, Shaumburg, IL (Salt Creek)	2005	50%	101,000	67%	Familia Development (2015/2020)	10,300	-	Fee	(2)	02/2013 Libor + 2.75%
1701 E. Woodfield, Shaumburg, IL	2005	50%	175,000	87%	No tenants over 10%	-	2,047	Fee	5,632	09/2015 Libor + 3% (3)
2720 River Rd, Des Plains, IL	2005	50%	108,000	86%	No tenants over 10%	-	1,000	Fee	2,433	10/2012 6.095%
3701 Algonquin, Rolling Meadows, IL	2005	50%	193,000	79%	ISACA (2018/2024)	29,600	250	Fee	9,864	02/2013 Libor + 2.75%
					Relational Funding (2013/ n/a)	27,400
2205-55 Enterprise, Westchester, IL	2005	50%	130,000	90%	Consumer Portfolio (2014/2019)	18,900	2,679	Fee	(2)	02/2013 Libor + 2.75%
					UroPartners LLC (2015/ n/a)	14,500
900-910 Skokie, Northbrook, IL (Ridgebrook)	2005	50%	119,000	88%	MIT Financial Group (2016/ n/a)		1,000	Fee	5,343	07/2016 Libor + 2.75%
Total Marc Realty Portfolio			1,407,000				$      27,145		$      59,159
Sealy Venture Portfolio - Equity Investment Operating Properties
Atlanta, GA (Northwest Atlanta)	2006	60%	472,000	77%	Original Mattress (2020/2025)	57,000	$                8,537	Fee	$              13,955	09/2015 Libor +5.35% (4)
Atlanta, GA (Newmarket)	2008	68%	470,000	52%	No tenants over 10%	-	2,811	Fee	37,000	11/2016 6.12%
Nashville, TN (Airpark)	2007	50%	1,155,000	83%	No tenants over 10%	-	-	Fee	74,000	05/2012 5.77%
Total  - Sealy Venture Portfolio			2,097,000				$       11,348		$    124,955
								(Continued on next page)

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WINTHROP REALTY TRUST

EQUITY INVESTMENTS - SELECTED DATA (Continued)

December 31, 2011

(Unaudited)

Description and Location		Year Acquired	Units	(**) % Leased	Ownership of Land
Vintage Housing Portfolio - Equity Investment Operating Properties (5)
Vintage at Bend	Bend, OR	2011	106	97%	Fee
Bouquet Canyon Seniors	Santa Clarita, CA	2011	264	98%	Fee
Vintage at Bremerton	Bremerton, WA	2011	143	94%	Fee
Vintage at Burien	Burien, WA	2011	101	100%	Ground Lease
Vintage at Chehalis	Chehalis, WA	2011	150	95%	Fee
Elk Creek Apartments	Sequim, WA	2011	138	96%	Fee
Vintage at Everett	Everett, WA	2011	259	94%	Fee
Falls Creek Apartments	Couer d' Alene, ID	2011	170	94%	Fee
Forest Creek Apartments	Spokane, WA	2011	252	92%	Fee
Hamilton Place Seniors	Bellingham, WA	2011	94	97%	Fee
Heritage Place Apartments	St. Ann, MO	2011	113	96%	Fee
Holly Village Apartments	Everett, WA	2011	149	98%	Fee
Larkin Place Apartments	Bellingham, WA	2011	101	94%	Fee
Vintage at Mt. Vernon	Mt. Vernon, WA	2011	154	97%	Fee
Vintage at Napa	Napa, CA	2011	115	100%	Fee
Vintage at Richland	Richland, WA	2011	150	97%	Fee
Rosecreek Senior Living	Arlington, WA	2011	100	96%	Fee
Vintage at Sequim	Sequim, WA	2011	118	98%	Fee
Silver Creek Apartments	Pasco, WA	2011	242	96%	Fee
Vintage at Silverdale	Silverdale, WA	2011	240	94%	Fee
Vintage at Spokane	Spokane, WA	2011	287	95%	Fee
Seven Hills/ St Rose	Henderson, NV	2011	244	98%	Fee
Twin Ponds Apartments	Arlington, WA	2011	134	98%	Fee
Vintage at Vancouver	Vancouver, WA	2011	154	99%	Fee
Vista Sonoma Seniors Apts	Santa Rosa, CA	2011	189	95%	Fee
Total - Vintage Housing Portfolio			4,167	units
			(Continued on Next Page)

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WINTHROP REALTY TRUST

EQUITY INVESTMENTS - SELECTED DATA (Continued)

December 31, 2011

(Unaudited)

Description and Location	Year Acquired	Trust’s Ownership	Rentable Square Feet	($000's) Equity Investment	($000's) Debt Balance (1)
Equity Investment Operating Properties
Marc Realty Portfolio (from Page 21)	see above		1,047,000	$       27,145	$     59,159	(6)
.
Sealy Portfolio (from Page 21)	see above		2,097,000	11,348	124,955	(6)
Vintage Portfolio  (from page 22)	see above		4,167 units	29,887	218,533	(6)
Total Equity Investment Operating Properties				68,380	402,647
Loan Asset Equity Investments
WRT-ROIC Riverside LLC	2010	50%		7,883
WRT-ROIC Lakeside Eagle LLC	2011	50%		7
WRT-SoCal Lender LLC	2011	73%		72,626
FII Co-Invest LLC	2011	28%		1,800
Sullivan Center	2011	50%		10,150
Other Equity Investment
RE CDO Management	2011	50%		1,296
Total Equity Investments				$     162,142

(**) Occupancy rates include all signed leases including space undergoing tenant improvements
Notes to Equity Investments - Selected Data
(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 $11,292 which is included in total debt balance. There is an interest rate floor of 4.25%.
(3)	An interest rate swap agreement with a notional amount of $5,632 effectively converts the interest rate to a fixed rate of 4.78%.
(4)	An interest rate cap was purchased that caps Libor at 1%.
(5)	The Vintage equity investment of $29,887 represents a 75% interest in Vintage Housing Holdings LLC, an entity which owns the general partnership interest listed above.  The investment basis is not specifically allocated among the various lower tier partnerships. In addition, Vintage Housing Holdings LLC owns receivables and advances in two other partnerships.
(6)	See Equity Investments debt details on pages 28 and 29.

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WINTHROP REALTY TRUST

PREFERRED EQUITY INVESTMENTS – SELECTED DATA

December 31, 2011

(Unaudited)

Description and Location	Year Acquired	Trust’s Ownership	Rentable Square Feet	(**) % Leased	Major Tenants (Lease / Options Exp)	Major Tenants' Sq Footage	($000's) Equity Investment	Ownership of Land	($000's) Debt Balance (1)	Debt Maturity &  Int Rate
Preferred Equity Investmens
180 North Michigan Chicago, IL (Marc Realty)	2008	70%	229,000	85%	No tenants over 10%		4,020	Fee	17,601	03/2013 Libor+ 1.5% (2)
Vintage Housing Holdings Tacoma, Washington	2011	75%	Under Construction				1,500
							$                 5,520
(**) Occupancy rates include all signed leases including space undergoing tenant improvements
Notes to Preferred Equity Investments - Selected Data
(1)  Debt balance shown represents 100% of the debt encumbering the properties.
(2)  An interest rate swap agreement with a notional amount of $17,725 effectively converts the interest rate to a fixed rate of 4.55%.

24

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES – OPERATING SUMMARY

Year Ended December 31, 2011

 (In thousands, except for Square Footage, Unaudited)

Description	% Owned	Number of Properties	Square Footage	Rents and Reimburse-ments	Operating Expenses	Real Estate Taxes	Net Operating Income (1)	Interest Expense	Impairment	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%	6	296,000	$              1,371	$                   52	$                      40	$                 1,279	$                 -	$                  -	$                     381	$                       -	$                      898
Office	100.0%	10	1,307,000	16,463	4,617	1,393	10,453	5,447	3,000	5,466	-	2,540
Other	100.0%	2	1,406,000	6,919	5,976	1,306	(363)	1,339	4,600	1,851	-	(8,153)
		18	3,009,000	24,753	10,645	2,739	11,369	6,786	7,600	7,698	-	(4,715)
Partially Owned Consolidated Properties
Chicago, IL (One East Erie/Marc Realty)	80.0%	1	126,000	4,910	1,352	754	2,804	1,217	-	850	148	589
Chicago, IL (River City/Marc Realty)	60.0%	1	253,000	3,808	2,173	685	950	616	-	842	(203)	(305)
Houston, TX (Multiple LP's)	8.0%	1	614,000	7,853	15	-	7,838	3,672	-	2,793	1,193	180
Lisle, IL (Marc Realty)	60.0%	1	54,000	821	316	90	415	327	-	152	(25)	(39)
New York, NY (450 W 14th St)	Var	1	105,000	921	327	67	527	293	-	351	(303)	186
Deer Valley, Arizona (Deer Valley / Fenway)	96.5%	1	82,000	1,570	493	211	866	-	-	853	-	13
		6	1,234,000	19,883	4,676	1,807	13,400	6,125	-	5,841	810	624
KeyBank mortgage loan    interest expense (2)								166
Total Consolidated Properties		24	4,243,000	$   44,636	$     15,321	$        4,546	$     24,769	$  13,077	$    7,600	$       13,539	$           810	$        (4,091)
Series B-1 Preferred interest expense (3)								1,427			-
Line of Credit interest expense								667			-
Interest expense related to loan assets								850			-
So-Cal Loan Interest Expense								-			4
Total								$  16,021			$           814
(1) See definition of Net Operating Income and Net Income / (Loss) from Consolidated Properties on page 32 of the supplemental package.
(2) Represents interest expense on a mortgage loan made by KeyBank collateralized by our various properties.
(3) Represents interest expense (dividends) on our Series B-1 Preferred Shares treated as debt for GAAP purposes.

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WINTHROP REALTY TRUST

EQUITY INVESTMENTS – OPERATING SUMMARY

Year Ended December 31, 2011

 (In thousands, except for Square Footage, Unaudited)

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  (3)	9	1,407,000	31,238	14,868	4,801	11,569	3,803	(215)	(1,428)	8,979	(714)
Sealy Venture Portfolio	3	2,097,000	14,405	3,816	1,559	9,030	11,105	9,084	794	6,215	338
Vintage Portfolio (4)	25	4,167 units	14,955	5,926	225	8,804	3,698	(1,277)	3,587	242	113
Total Equity Investment Operating Properties	37	3,504,000	$    60,598	$    24,610	$    6,585	$    29,403	$   18,606	$     7,592	$    2,953	$       15,436	(263)
					Marc Realty Portfolio - Amortization of basis differential (1)						(268)
					Marc Realty Portfolio - Other-than-temporary impairment						(15,764)
					Sealy Venture Portfolio - Other-than-temporary impairment						(5,294)
					WRT-ROIC Riverside  - Winthrop's share of net income from equity investment						936
					WRT-ROIC Lakeside Eagle-Winthrop's share of net loss from equity investment						664
					WRT-ROIC 46th Street Gotham-Winthrop's share of net loss from equity investment						621
					LW SOFI - Winthrop's share of net income from equity investment						2,177
					RE CDO Management - Winthrop's share of net income from equity investment						46
					CDH CDO - Winthrop's share of net income from equity investment						480
					Concord Debt Holdings - Winthrop's share of net income from equity investment						3,474
					WRT-SoCal Lender - Winthrop's share of net income from equity Investment						272
					Equity in loss of equity investments						$        (12,919)
(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 32 of the supplemental package.
(3) Operating results reflect 12 properties results through May 31, 2011 and 9 properties from June 1, 2011 through December 31,  2011.
(4) Operating results reflect 25 properties' results for the period July 1, 2011 to November 30, 2011.

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WINTHROP REALTY TRUST

CONSOLIDATED DEBT SUMMARY

(In thousands, Unaudited)

Description	Principal Outstanding December 31, 2011		Coupon			2012 Repayment		Maturity Date		Amount Due at Maturity		Weighted  Average Maturity (in years)
Fixed rate debt
Secured fixed rate mortgage loans payable
Chicago, IL  / River City	$	8,900		6.250	%	$	8,900		04/2012	$	8,900
Amherst, NY		15,682		5.650	%		457		10/2013		14,822
Indianapolis, IN / Circle Tower		4,169		5.820	%		80		04/2015		3,888
Chicago, IL / Ontario		20,522		5.750	%		322		03/2016		19,073
Houston, TX - Note 1		25,000		5.220	%		-		04/2016		25,000
Houston, TX - Note 2		8,800		6.000	%		-		04/2016		8,800
Houston, TX - Note 3		22,623		7.500	%		4,371		04/2016		-
Lisle, IL / 1050 Corporetum		5,600		5.550	%		56		03/2017		5,189
Orlando, FL		38,132		6.400	%		552		07/2017		34,567
Plantation, FL		10,927		6.483	%		116		04/2018		10,046
Total fixed rate secured mortgage loans payable /Wtd Avg		160,355		6.145	%		14,854				130,285		4.21
Other fixed rate secured financing
Hotel Wales A Note Payable		14,000		4.250	%		-		10/2013		14,000
San Marbeya A Participation		15,150		4.850	%		-		01/2015		15,150
Total secured financing / Wtd Avg		29,150		4.563	%		-				29,150		2.41
Total Fixed Rate Debt/ Wtd Avg		189,505		5.902	%		14,854				159,435		3.94
Floating rate debt
New York, NY (450 W 14th St)		49,585		3.500	%		-		05/2016		49,585
KeyBank Revolving Line of Credit (Libor + 3%)		40,000		3.240	%		-		03/2014		40,000
Meriden, CT  / Newbury (Libor + 2.5%, 1% Libor  Floor)		13,590		3.500	%		-		10/2014		13,590
Lisle, IL / 550-560 Corporetum  (Libor + 2.5%, 1%  Libor Floor)		5,753		3.500	%		-		10/2014		5,753
Lisle, IL / 701 Arboretum  (Libor + 2.5%, 1% Libor  Floor)		1,657		3.500	%		-		10/2014		1,657
Total Floating  Rate Debt/ Wtd Avg		110,585		2.741	%		-				110,585		3.26
Total Consolidated Debt/Wtd Avg	$	300,090		4.737	%	$	14,854			$	270,020		3.68

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WINTHROP REALTY TRUST

EQUITY INVESTMENTS - DEBT SUMMARY

(In thousands, Unaudited)

	Gross Principal		WRT Share					WRT Share			WRT Share
Description	Principal Outstanding December 31, 2011		Principal Outstanding December 31, 2011		Coupon			2012 Repayment		Maturity Date	Amount Due at Maturity		Weighted  Average Maturity (in years)
Fixed rate debt
Sealy - Airpark, Nashville, TN		74,000		37,000		5.77	%		-	05/01/12		37,000
Sealy - Newmarket, Atlanta, GA		37,000		25,160		6.12	%		-	11/01/16		25,160
Marc Realty - 223 West Jackson, Chicago, IL		7,356		3,678		6.92	%		3,678	06/01/12		3,574
Marc Realty - 2720 River Road, Des Plains, IL		2,433		1,217		6.10	%		1,217	09/12/12		1,165
Marc Realty - 30 North Michigan, Chicago, IL		12,723		6,362		5.99	%		199	08/01/14		5,823
Marc Realty - 4415 West Harrision, Hillside, IL		4,516		2,258		5.62	%		46	12/01/15		1,615
Marc Realty - 1701 East Woodfield, Shaumburg, IL  (1)		5,632		2,816		4.78	%		65	09/01/15		2,564
VHH - Bouquet Canyon Seniors (6)		11,375		8,531		6.38	%		235	07/01/28		1,781
VHH - Vintage at Chehalis (2) (6)		8,190		6,143		4.66	%		77	06/15/40		1,607
VHH - Elk Creek Apartments (6)		7,400		5,550		6.46	%		36	11/01/39		2,948
VHH - Falls Creek Apartments (6)		8,389		6,292		6.24	%		45	12/01/40		3,207
VHH - Hamilton Place Seniors (6)		163		122		5.88	%		44	07/01/14		-
VHH - Heritage Place Apartments (6)		1,816		1,362		8.37	%		31	07/19/15		1,239
VHH - Heritage Place Apartments (6)		522		392		1.00	%		12	05/01/39		-
VHH - Larkin Place Apartments (6)		42		32		5.92	%		27	06/01/12		-
VHH - Vintage at Mt. Vernon (3) (6)		7,500		5,625		4.96	%		-	01/15/37		2,258
VHH - Vintage at Mt. Vernon (4) (6)		1,270		953		5.71	%		86	01/15/37		-
VHH - Vintage at Napa (6)		6,166		4,625		6.14	%		104	06/01/34		-
VHH - Vintage at Silverdale (5) (6)		14,880		11,160		5.73	%		155	09/15/39		753
VHH - Twin Ponds Apartments (6)		1,405		1,054		6.20	%		82	01/01/38		-
VHH - Vintage at Vancouver (6)		745		559		8.12	%		74	01/01/35		-
VHH - Vista Sonoma Seniors Apts (6)		10,304		7,728		6.56	%		191	01/01/32		57
Total Fixed Rate Debt/ Wtd Avg	$	223,827	$	138,619		5.94	%	$	6,404		$	90,751		11.6
Notes to Fixed Rate Debt Schedule:
(1) An interest rate swap agreement with a notional amount of $5,632 effectively converts the interest rate to a fixed rate of 4.78%.
(2) An interest rate swap agreement with a notional amount of $8,190 effectively converts the interest rate to a fixed rate of 4.66%.
(3) An interest rate swap agreement with a notional amount of $7,500 effectively converts the interest rate to a fixed rate of 4.955%.
(4) An interest rate swap agreement with a notional amount of $1,153 effectively converts the interest rate to a fixed rate of 5.706%.
(5) An interest rate swap agreement with a notional amount of $14,670 effectively converts the interest rate to a fixed rate of 5.734%.
(6) Vintage Housing Holdings venture entities, designated as VHH above, has elected a one-month reporting lag, therefore VHH balances are recorded as of November 30, 2011.

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WINTHROP REALTY TRUST

EQUITY INVESTMENTS - DEBT SUMMARY (Continued)

(In thousands, Unaudited)

		Gross Principal		WRT Share					WRT Share			WRT Share
Description	Interest Rate (1), (2)	Principal Outstanding December 31, 2011		Principal Outstanding December 31, 2011		Coupon			2012 Repayment		Maturity Date	Amount Due at Maturity		Weighted  Average Maturity (in years)
Floating rate debt
Sealy - Northwest Atlanta, Atlanta, GA	LIBOR + 5.35%		13,955		8,373		5.59	%		112	09/01/15		7,927
Marc Realty - 900-910 Skokie, Northbrook, IL	LIBOR + 2.75%		5,343		2,672		2.24	%		57	07/01/16		252
Marc Realty - 2000-60 Algonquin, Shaumburg, IL (3) (4)
Marc Realty - 2205-55 Enterprise, Westchester, IL (3) (4)	LIBOR + 2.75%		11,292		5,646		4.25	%		133	02/20/13		5,501
Marc Realty - 3701 Algonquin, Rolling Meadows, IL (4)	LIBOR + 2.75%		9,864		4,932		4.25	%		159	02/22/13		4,759
VHH - Vintage at Bend (5)	SIFMA + 1.21%		5,600		4,200		1.37	%		56	12/15/36		343
VHH - Vintage at Bremerton (5)	SIFMA + 1.44%		6,200		4,650		1.60	%		98	03/15/33		-
VHH - Vintage at Burien (5)	SIFMA + 1.40%		6,885		5,164		1.56	%		87	01/15/38		-
VHH - Vintage at Everett (5)	SIFMA + 1.37%		16,700		12,525		1.57	%		185	01/15/38		984
VHH - Forest Creek Apartments  (5)	SIFMA + 1.41%		13,680		10,260		1.74	%		106	06/15/40		-
VHH - Hamilton Place Seniors (5)	SIFMA + 1.40%		3,590		2,693		1.65	%		-	07/01/33		734
VHH - Holly Village Apartments (5)	SIFMA + 1.31%		7,190		5,393		1.47	%		118	07/31/32		-
VHH - Larkin Place Apartments (5)	SIFMA + 1.47%		4,825		3,619		1.63	%		29	07/01/33		956
VHH - Vintage at Richland (5)	SIFMA + 1.75%		7,535		5,651		1.97	%		77	01/15/38		505
VHH - Rosecreek Senior Living (5)	SIFMA + 0.331%		3,382		2,537		2.04	%		42	12/31/37		1,683
VHH - Vintage at Sequim (5)	SIFMA + 2.22%		6,379		4,784		1.51	%		55	03/01/38		1,100
VHH - Silver Creek Apartments (5)	SIFMA + 1.59%		13,095		9,821		1.75	%		139	01/01/18		2,837
VHH - Vintage at Spokane (5)	SIFMA + 1.38%		16,295		12,221		1.53	%		105	08/15/40		-
VHH - Seven Hills/ St Rose (5)	SIFMA + 1.51%		14,770		11,078		1.67	%		172	10/15/35		348
VHH - Twin Ponds Apartments (5)	SIFMA + 1.385%		5,515		4,136		0.39	%		-	01/01/38		4,136
VHH - Vintage at Vancouver (5)	SIFMA + 2.114%		7,725		5,794		0.40	%		-	01/01/35		2,415
Total Floating Rate Debt/ Wtd Avg		$	179,820	$	126,149		2.13	%	$	1,730		$	34,480		19.9
Total Joint Venture Debt/Wtd Avg		$	403,647	$	264,768		4.12	%	$	8,134			125,231		15.6
Notes to Floating Rate Debt Schedule:
(1) LIBOR rate used to determine coupon on floating rate debt at December 31, 2011 was 0.295%.
(2) SIFMA = Securities Industry and Financial Markets Association Municipal Swap Index. SIFMA rate used to determine coupon on floating rate debt at November 30, 2011 on the Vintage debt was 0.12%. Each of the Vintage floating rate debt instruments is subject to an interest rate cap ranging from 5.50% and 8.25%.
(3) Both the 2000-60 Algonquin and 2205-55 Enterprise Road Marc Realty properties are cross collateralized by a mortgage of $11,292 and bears interest at LIBOR + 2.75%.
(4) These loans provide for an interest rate floor of 4.25%.
(5) Vintage Housing Holdings, designated as VHH above, has elected a one-month reporting lag, therefore VHH balances are recorded as of November 30, 2011.

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WINTHROP REALTY TRUST

Consolidated Properties Lease Expirations Summary

(Unaudited)

Year of Lease Expirations	Net Rentable Square Feet Subject to Expiring Leases		Percentage of Leased Square Footage Represented by Expiring Leases (%)			Annual Contractual Rent Under Expiring Leases ($)		Annual Rent Per Leased Square Foot of Expiring Leases ($)
Consolidated Multi Tenant Operating Properties:
2012		148,000		16.5	%	$	2,166,000	$	14.64
2013		190,000		21.2	%		2,354,000		12.39
2014		103,000		11.5	%		1,786,000		17.34
2015		81,000		9.0	%		1,401,000		17.30
2016		57,000		6.4	%		744,000		13.05
Thereafter		318,000		35.5	%		4,334,000		13.63
Consolidated Single Tenant Operating Properties:
2012		-		-		$	-	$	-
2013		200,000		9.0	%		2,016,000		10.08
2014		54,000		2.4	%		800,000		14.81
2015		696,000		31.3	%		1,348,000		1.94
2016		61,000		2.7	%		255,000		4.18
Thereafter		1,211,000		54.5	%		14,727,000		12.16
(1) Amounts above do not include month-to-month tenants, multi-family properties which generally have one-year lease terms or the Trust's New York Office property, 450 West 14th Street, which was under development and in its lease up phase during 2011.
(2) Annual contractual rent under expiring leases represents base rent charges for the period and does not reflect any straight-line rent adjustments or expense reimbursements.

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WINTHROP REALTY TRUST

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES OF INCOME TO

NET INCOME ATTRIBUTABLE TO COMMON SHARES

(In thousands)

	Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended
	Dec 31,			Sep 30,			Jun 30,			Mar 31,			Dec 31,
	2011			2011			2011			2011			2010
NOI from consolidated properties  (1), (4)	$	6,726		$	6,197		$	6,160		$	5,686		$	6,452
Less:
Interest expense		(3,899	)		(3,546	)		(3,963	)		(4,613	)		(4,249	)
Depreciation and amortization		(3,561	)		(3,185	)		(3,312	)		(3,481	)		(2,906	)
Income attributable to non-controlling interest		37			(318	)		(329	)		(204	)		(293	)
WRT share of income (loss) from consolidated properties (2), (4)		(697	)		(852	)		(1,444	)		(2,612	)		(996	)
Equity in income (loss) of equity investments (3)		(17,259	)		2,820			2,875			(1,355	)		(679	)
Add:
Earnings from preferred equity investments		-			257			158			83			85
Interest, dividends and discount accretion		5,189			5,503			5,094			9,672			5,381
Settlement income		5,868			-			-			-			-
Gain on consolidation of property		818			-			-			-			-
Gain on Extinguishment of debt		744			8,514			-			-			469
Unrealized gain on loan securities carried at fair value		-			-			34			2,813			1,418
Unrealized gain on securities carried at fair value		3,586			-			-			886			-
Gain on loan securities carried at fair value		-			-			7			124			780
Gain on sale of equity investment		-			207			-			-			-
Interest and other income		171			472			443			93			45
Income from discontinued operations		425			-			90			47			143
Less:
Loss from preferred equity investments		(160	)		-			-			-			-
Series B-1 Preferred interest expense		(409	)		(59	)		(58	)		(59	)		(58	)
Income attributable to Series D preferred shares		(339	)		-			-			-			-
General and administrative		(3,592	)		(2,893	)		(2,758	)		(2,524	)		(2,701	)
State and local tax expense		(290	)		(12	)		(48	)		(29	)		(27	)
Unrealized loss on securities carried at fair value		-			(961	)		(723	)		-			-
Loss on sale of securities carried at fair value		-			-			-			-			(30	)
Impairment loss on investment in real estate		(4,600	)		(3,000	)		-			-			-
Unrealized loss on loan securities carried at fair value		(34	)		(75	)		-			-			-
Realized loss on sale of securities carried at fair value		(8	)		-			-			-			-
Loss on discontinued operations		-			(134	)		-			-			-
Net income attributable to Common Shares	$	(10,587	)	$	9,787		$	3,670		$	7,139		$	3,830
(1) See additional NOI detail on Page 17 of the supplemental package.
(2) See detail for the year ended December 31, 2011 on Page 25 of the supplemental package.
(3) See detail for the year ended December 31, 2011 on Page 26 of the supplemental package.
(4) See definitions for non-GAAP measures on page 32 of the supplemental package.

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WINTHROP REALTY TRUST
SUPPLEMENTAL DEFINITIONS

Funds From Operations - We have adopted the revised definition of Funds from Operations (“FFO”), adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”).  Management considers FFO to be an appropriate measure of performance of a REIT.  We calculate FFO by adjusting net income (loss) (computed in accordance with GAAP, including non-recurring items), for gains (or losses) from sales of properties, real estate related depreciation and amortization, and adjustment for unconsolidated partnerships and ventures.  Management believes that in order to facilitate a clear understanding of our historical operating results, FFO should be considered in conjunction with net income as presented in the consolidated financial statements included elsewhere herein.  Management considers FFO to be a useful measure for reviewing our comparative operating and financial performance because, by excluding gains and losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies.

Our calculation of FFO may not be directly comparable to FFO reported by other REITs or similar real estate companies that have not adopted the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.  FFO is not a GAAP financial measure and should not be considered as an alternative to net income (loss), the most directly comparable financial measure of our performance calculated and presented in accordance with GAAP, as an indication of our performance.  FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not a measure of liquidity or an indicator of our ability to make cash distributions.  We believe that to further understand our performance; FFO should be compared with our reported net income and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements.

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.

Whole Loan – An investment in an original mortgage loan instead of a loan comprised of one or more lenders.

Mezzanine Loan – A loan secured by an ownership interest of the entity which owns the property and which is subordinate to a first mortgage loan.

B-Note - A structured junior participation that is part of a first mortgage loan.

Rake Bond – A junior interest in a securitized mortgage loan which has been structured in one or more classes of Collateralized Mortgage Backed Securities (“CMBS”).  Rake bonds are classes of CMBS issued in a transaction that solely relate to one particular mortgage loan.

Accretion of Discount - The increase in the value of an instrument such as a loan which was acquired for an amount less than face value.

SIFMA - Securities Industry and Financial Markets Association Municipal Swap Index.

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WINTHROP REALTY TRUST
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

ANALYST 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
Jordan Sadler	KeyBanc	(917) 368-2280 jsadler@keybanccm.com
Craig Mailman	KeyBanc	(917) 368-2316 cmailman@keybanccm.com
Winthrop Realty Trust is followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding Winthrop Realty Trust's performance made by the analyst is theirs alone and does not represent opinions forecasts or predictions of Winthrop Realty Trust or its management. Winthrop Realty Trust does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.

33