Winthrop Realty Liquidating Trust - FORM 8-K - EX-99.2

Attached files

file	filename
8-K - Winthrop Realty Liquidating Trust	e608140_8k-wrt.htm
EX-99.3 - Winthrop Realty Liquidating Trust	e608140_ex99-3.htm
EX-99.1 - Winthrop Realty Liquidating Trust	e608140_ex99-1.htm

Winthrop Realty Trust

Supplemental Operating and Financial Data

for the Year Ended December 31, 2010

WINTHROP REALTY TRUST

SUPPLEMENTAL REPORTING PACKAGE

Table of Contents

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

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

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

WINTHROP REALTY TRUST

CONSOLIDATED BALANCE SHEETS

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

	December 31,			September 30,			June 30,			March 31,			December 31,
	2010			2010			2010			2010			2009
ASSETS
Investments in real estate, at cost
Land	$	37,142		$	21,460		$	20,659		$	20,659		$	20,659
Buildings and improvements		271,357			236,500			229,132			229,046			228,419
		308,499			257,960			249,791			249,705			249,078
Less: accumulated depreciation		(36,232	)		(34,416	)		(33,279	)		(32,775	)		(31,269	)
Investments in real estate, net		272,267			223,544			216,512			216,930			217,809

Cash and cash equivalents		45,257			102,919			37,913			76,591			66,493
Restricted cash held in escrows		8,593			8,889			8,574			7,753			9,505
Loans receivable, net		110,395			77,964			53,395			25,516			26,101
Accounts receivable, net of allowances of $262, $293, $430, $545 and $565, respectively		12,402			12,560			11,870			13,245			14,559
Securities carried at fair value		33,032			29,893			43,754			45,528			52,394
Loan securities carried at fair value		11,981			6,454			4,673			1,048			1,661
Available for sale securities, net		-			-			-			210			203
Preferred equity investment		4,010			3,972			3,951			3,992			4,012
Equity investments		81,937			92,691			82,907			73,010			73,207
Lease intangibles, net		26,821			24,496			23,218			23,926			22,666
Deferred financing costs, net		1,158			1,217			1,366			1,370			1,495
Assets held for sale		2,275			3,096			2,180			3,134			3,087
Deposits		-			-			4,100			-			-
TOTAL ASSETS	$	610,128		$	587,695		$	494,413		$	492,253		$	493,192

LIABILITIES
Mortgage loans payable	$	230,443		$	211,773		$	213,375		$	214,977		$	216,767
Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 shares authorized and outstanding at December 31, 2010, September 30, 2010, June 30, 2010, March 31, 2010 and December 31, 2009		21,300			21,300			21,300			21,300			21,300
Revolving line of credit		25,450			25,450			-			-			-
Accounts payable and accrued liabilities		12,557			9,852			8,670			6,722			7,401
Dividends payable		4,431			4,424			3,481			3,474			3,458
Deferred income		150			33			38			43			48
Below market lease intangibles, net		2,696			2,348			2,514			2,679			2,849
Liabilities of held for sale assets		33			-			-			-			-
TOTAL LIABILITIES		297,060			275,180			249,378			249,195			251,823

COMMITMENTS AND CONTINGENCIES

NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference, 144,000, 144,000, 144,000, 144,000 and 544,000 shares authorized and outstanding at December 31, 2010, September 30, 2010, June 30, 2010, March 31, 2010 and December 31, 2009, respectively		3,221			3,221			3,221			3,221			12,169
Total non-controlling redeemable preferred interest		3,221			3,221			3,221			3,221			12,169

EQUITY
Winthrop Realty Trust Shareholders’ Equity:
Common Shares, $1 par, unlimited shares authorized; 27,030,186 26,981,888, 21,181,499, 21,137,268, and 20,375,483 issued and outstanding at December 31, 2010, September 30, 2010, June 30, 2010, March 31, 2010 and December 31, 2009, respectively		27,030			26,982			21,181			21,137			20,375
Additional paid-in capital		569,586			569,121			507,440			506,876			498,118
Accumulated distributions in excess of net income		(300,782	)		(300,219	)		(299,584	)		(300,660	)		(301,317	)
Accumulated other comprehensive loss		(63	)		(93	)		(73	)		(40	)		(87	)
Total Winthrop Realty Trust Shareholders’ Equity		295,771			295,791			228,964			227,313			217,089
Non-controlling interests		14,076			13,503			12,850			12,524			12,111
Total Equity		309,847			309,294			241,814			239,837			229,200
TOTAL LIABILITIES AND EQUITY	$	610,128		$	587,695		$	494,413		$	492,253		$	493,192

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2010			2009			2010			2009
Revenue
Rents and reimbursements	$	10,077		$	9,412		$	38,239		$	40,021
Interest, dividends and discount accretion		5,381			874			17,128			7,336
		15,458			10,286			55,367			47,357
Expenses
Property operating		3,089			1,550			8,674			7,042
Real estate taxes		530			574			2,542			2,542
Depreciation and amortization		2,916			2,598			10,008			10,585
Interest		4,249			3,919			15,375			16,664
Provision for loss on loans receivable		-			-			-			2,152
Impairment loss on investments in real estate		-			10,000			-			10,000
General and administrative		2,711			2,166			8,834			7,303
State and local taxes		27			(54	)		134			157
		13,522			20,753			45,567			56,445
Other income (loss)
Earnings (loss) from preferred equity investments		85			-			338			(2,108	)
Equity in loss of equity investments		(679	)		(2,891	)		(2,007	)		(103,092	)
Gain (loss)on sale of securities carried at fair value		(30	)		2,142			558			5,416
Unrealized gain on securities carried at fair value		780			3,852			5,060			17,862
Impairment loss on real estate loan available for sale		-			-			-			(203	)
Gain on extinguishment of debt		-			1,164			-			6,846
Realized gain on loan securities carried at fair value		469			-			469			-
Unrealized gain on loan securities carried at fair value		1,418			-			5,011			-
Interest income		45			27			139			172
		2,088			4,294			9,568			(75,107	)

Income (loss) from continuing operations		4,024			(6,173	)		19,368			(84,195	)

Discontinued operations		157			664			(2,003	)		865

Consolidated net income (loss)		4,181			(5,509	)		17,365			(83,330	)
Income attributable to non-controlling interest		(293	)		(366	)		(888	)		(1,017	)
Net income (loss) attributable to Winthrop Realty Trust		3,888			(5,875	)		16,477			(84,347	)
Income attributable to non-controlling redeemable
preferred interest		(58	)		(147	)		(288	)		(147	)
Net income (loss) attributable to Common Shares	$	3,830		$	(6,022	)	$	16,189		$	(84,494	)

Comprehensive income (loss)
Consolidated net income (loss)	$	4,181		$	(5,509	)	$	17,365		$	(83,330	)
Change in unrealized gain on available for sale securities		-			(2	)		2			19
Change in unrealized gain on interest rate derivative		30			137			22			543
Change in unrealized loss from equity investments		-			-			-			26,174
Comprehensive income (loss)	$	4,211		$	(5,374	)	$	17,389		$	(56,594	)

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data, continued)

(Unaudited)

	Three Months Ended December 31,					Year Ended December 31,
	2010		2009			2010			2009

Per Common Share data - Basic
Income (loss) from continuing operations	$	0.13	$	(0.38	)	$	0.81		$	(5.24	)
Income (loss) from discontinued operations		0.01		0.04			(0.09	)		0.05

Net income (loss) attributable to Winthrop Realty Trust	$	0.14	$	(0.34	)	$	0.72		$	(5.19	)

Per Common Share data - Diluted
Income (loss) from continuing operations	$	0.13	$	(0.38	)	$	0.81		$	(5.24	)
Income (loss) from discontinued operations		0.01		0.04			(0.09	)		0.05

Net income (loss) attributable to Winthrop Realty Trust	$	0.14	$	(0.34	)	$	0.72		$	(5.19	)

Basic Weighted-Average Common Shares		27,023		17,608			22,566			16,277
Diluted Weighted-Average Common Shares		27,026		17,608			22,568			16,277

WINTHROP REALTY TRUST

FUNDS FROM OPERATIONS ANALYSIS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2010			2009			2010			2009
Reconciliation of Net Income (Loss) to Funds from Operations (FFO):

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

Diluted
Funds from operations (per above)	$	8,337		$	(1,852	)	$	32,375		$	(70,245	)
Allocation of earnings to Series B-1 Preferred Shares (1)		-			-			-			-
Series C Preferred Shares dividend		-			(147	)		-			(147	)
FFO applicable to Common Shares	$	8,337		$	(1,999	)	$	32,375		$	(70,392	)

Weighted-average Common Shares (per above)		27,023			17,608			22,566			16,277
Stock options (2)		3			-			2			-
Convertible Series C Preferred Shares (3)		257			-			388			-
Convertible Series B-1 Preferred Shares		-			-			-			-
Diluted weighted-average Common Shares		27,283			17,608			22,956			16,277
FFO Per Common Share - Diluted	$	0.31		$	(0.11	)	$	1.41		$	(4.32	)

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

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

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

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Years Ended December 31,
	2010			2009
Cash flows from operating activities
Net income (loss)	$	17,365		$	(83,330	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities: provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)		6,988			7,504
Amortization of lease intangibles		3,033			4,771
Straight-lining of rental income		212			(1,280	)
Loan discount accretion		(8,782	)		(1,021	)
(Earnings) loss of preferred equity investments		(338	)		2,758
Distributions from preferred equity investments		340			2,373
Loss of equity investments		2,007			103,092
Distributions from equity investments		5,270			2,784
Restricted cash held in escrows		1,167			(1,824	)
Gain on sale of securities carried at fair value		(558	)		(5,416	)
Unrealized gain on securities carried at fair value		(5,060	)		(17,862	)
Gain on loan securitites carried at fair value		(469	)		-
Unrealized gain on loan securities carried at fair value		(5,011	)		-
Impairment loss on real estate loan available for sale		-			203
Impairment loss on investments in real estate		2,720			10,000
Gain on extinguishment of debt		-			(7,138	)
Provision for loss on loan receivable		-			2,152
Tenant leasing costs		(2,996	)		(2,191	)
Bad debt (recovery) expense		(643	)		340
Net change in interest receivable		(361	)		(74	)
Net change in accounts receivable		2,363			-
Net change in accounts payable and accrued liabilities		2,365			(873	)
Net cash provided by operating activities		19,612			14,968

Cash flows from investing activities
Issuance and acquisition of loans receivable		(122,301	)		(31,514	)
Investments in real estate		(23,484	)		(2,522	)
Investment in equity investments		(25,632	)		(3,358	)
Investment in preferred equity investment		-			(487	)
Return of equity on equity investments		9,625			118
Investment in real estate loan available for sale		-			(35,000	)
Return of capital distribution from securities carried at fair value		181			-
Purchase of securities carried at fair value		(13,222	)		(33,115	)
Proceeds from sale of investment in real estate		1,750			-
Proceeds from preferred equity investments		-			145
Proceeds from sale of real estate loan available for sale		-			34,797
Proceeds from sale of securities carried at fair value		31,249			39,015
Proceeds from sale of available for sale securities		205			-
Proceeds of loan securities at maturity		2,272			-
Proceeds from sale of loans receivable		12,876			-
Restricted cash held in escrows		(1,508	)		2,668
Collection of loans receivable		15,064			11,467
Cash proceeds from foreclosure on properties		275			-
Net cash used in investing activities		(112,650	)		(17,786	)

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, continued)

(Unaudited)

	Years Ended December 31,
	2010			2009
Cash flows from financing activities
Proceeds from mortgage loans payable	$	-		$	49
Proceeds from loan payable		-			19,818
Payment of loan payable		-			(19,818	)
Proceeds from revolving line of credit		25,450			35,000
Payment of revolving line of credit		-			(35,000	)
Principal payments of mortgage loans payable		(10,199	)		(6,229	)
Restricted cash held in escrows		1,520			4,004
Payments of note payable		-			(9,800	)
Deferred financing costs		(252	)		(61	)
Contribution from non-controlling interest		1,431			979
Distribution to non-controlling interest		(354	)		(843	)
Issuance of Common Shares under Dividend Reinvestment Plan		2,401			1,615
Issuance of Common Shares through offering		66,774			40,168
Dividend paid on Common Shares		(14,573	)		(17,809	)
Dividend paid on Series C Preferred Shares		(396	)		-
Redemption of Series B-1 Preferred Shares		-			(2,000	)
Net cash provided by financing activities		71,802			10,073

Net increase (decrease) in cash and cash equivalents		(21,236	)		7,255
Cash and cash equivalents at beginning of period		66,493			59,238
Cash and cash equivalents at end of period	$	45,257		$	66,493

Supplemental Disclosure of Cash Flow Information
Interest paid	$	14,896		$	16,324
Taxes paid	$	133		$	220

Supplemental Disclosure on Non-Cash Investing and Financing Activities
Dividends accrued on Common Shares	$	4,392		$	3,311
Dividends accrued on Series C Preferred Shares	$	39		$	147
Capital expenditures accrued	$	1,046		$	201
Distribution from equity investment	$	-		$	161
Redemption of Series B-1 Preferred Shares	$	-		$	(17,081	)
Deposit on redemption of Series B-1 Preferred Shares	$	-		$	17,081
Transfer of preferred equity investments to equity method investments	$	-		$	(41,823	)
Transfer of loans to equity method investments	$	-		$	(15,805	)
Transfer to equity method investments from loans and preferred equity investments	$	-		$	57,628
Transfer from loan assets to investments in real estate and lease intangibles	$	19,210		$	-
Transfer to investments in lease intangibles	$	3,204		$	-
Transfer to investments in real estate	$	40,749		$	-
Transfer to below market lease intangibles	$	125		$	-
Assumption of mortgage loan on investment in real estate	$	23,875		$	-

WINTHROP REALTY TRUST

SELECTED BALANCE SHEET ACCOUNT DETAIL

(In thousands, Unaudited)

	December 31, 2010			September 30, 2010			June 30, 2010			March 31, 2010			December 31, 2009
Operating Real Estate
Land	$	37,142		$	21,460		$	20,659			20,659		$	20,659
Buildings and improvements
Buildings		252,625			221,761			217,793			217,793			217,793
Building improvements		11,841			11,223			6,995			7,446			6,819
Furniture and Fixtures		815
Tenant improvements		6,076			3,516			4,344			3,807			3,807
		308,499			257,960			249,791			249,705			249,078
Accumulated depreciation and amortization		(36,232	)		(34,416	)		(33,279	)		(32,775	)		(31,269	)
Total Operating Real Estate	$	272,267		$	223,544		$	216,512		$	216,930		$	217,809

Accounts Receivable
Straight-line rent receivable	$	8,729		$	8,563		$	8,234			8,342		$	8,941
Other		3,673			3,997			3,636			4,903			5,618
Total Accounts Receivable	$	12,402		$	12,560		$	11,870		$	13,245		$	14,559

Securities Carried at Fair Value
REIT Debentures	$	-		$	-		$	15,907			17,510		$	18,794
REIT Preferred Shares		28,547			28,252			25,922			26,419			23,950
REIT Common Shares		4,485			1,641			1,925			1,599			9,650
Total Securities Carried at Fair Value	$	33,032		$	29,893		$	43,754		$	45,528		$	52,394

Equity Investments
Marc Realty Portfolio	$	62,150		$	62,080		$	61,000			58,070		$	57,560
Sealy Ventures Properties		11,904			13,152			14,102			14,940			15,647
WRT-ROIC Riverside		7,883			7,883			7,805			-			-
PSW NYC		-			9,576			-			-			-
Concord Debt Holdings		-			-			-			-			-
CDH CDO		-			-			-			-			-
Total Equity Investments	$	81,937		$	92,691		$	82,907		$	73,010		$	73,207

Non-Controlling Interests
Westheimer (Houston, TX)	$	9,780		$	9,521		$	9,279		$	9,052		$	8,840
River City / Marc Realty (Chicago, IL)		3,280			2,870			2,597			2,399			2,084
One East Erie/ Marc Realty (Chicago, IL)		557			584			586			696			801
1050 Corporetum / Marc Realty ( Lisle, IL)		322			386			388			377			386
Deer Valley / Fenway (Phoenix, AZ)		137			142			-			-			-
Total Non-Controlling Interests	$	14,076		$	13,503		$	12,850		$	12,524		$	12,111

WINTHROP REALTY TRUST

SCHEDULE OF CAPITALIZATION, DIVIDENDS AND LIQUIDITY

(In thousands, Unaudited)

	December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010		December 31, 2009
Debt
Mortgage loans payable	$	230,443	$	211,773	$	213,375	$	214,977	$	216,767
Series B-1 Preferred Shares		21,300		21,300		21,300		21,300		21,300
KeyBank line of credit		25,450		25,450		-		-		-
Total Debt		277,193		258,523		234,675		236,277		238,067

Non-Controlling Redeemable Preferred Interest
Series C Preferred Shares		3,221		3,221		3,221		3,221		12,169

Equity
Common Shares		295,771		295,791		228,964		227,313		217,089
Non-controlling ownership interests		14,076		13,503		12,850		12,524		12,111
Total Equity		309,847		309,294		241,814		239,837		229,200

Total Capitalization	$	590,261	$	571,038	$	479,710	$	479,335	$	479,436


Common Dividend Per Share

December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010		December 31, 2009

$	0.1625	$	0.1625	$	0.1625	$	0.1625	$	0.1625

Liquidity and Credit Facility

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

WINTHROP REALTY TRUST

SELECTED INVESTMENT DATA

December 31, 2010

(In thousands, except square footage, Unaudited)

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

Cash	Amount

Cash and cash equivalents	$	45,257

REIT Securities	Cost		Fair Value

REIT Preferred shares	$	15,757	$	28,547	Expected to be sold in 2011
REIT Common shares		3,590		4,485

Loan Assets, Loan Securities & Loan Equity Investments, with Expected Repayment	Type		Stated Interest Rate		Cost, less Principal Repaid		Carrying Amount (before accrued interest)		Par Value			Extended Maturity Date

Beverly Hills Hilton - B Note	Hotel		Libor + 1.74%		$	5,250	$	7,887	$	10,000		08/09/11
Metropolitan Tower - B Note	Office		Libor + 1.51%			6,500		10,289		15,000		11/01/11
Westwood - Whole Loan	Office			11.00%		3,500		3,500		3,500		04/30/12
Siete Square - B Note	Office			10.37%		2,460		2,460		2,500	(1)	06/09/12
160 Spear - B Note	Office			9.75%		3,410		6,586		15,000	(1)	06/09/13
160 Spear - Mezzanine Loan	Office			15.00%		3,000		3,000		3,000		06/09/13
Legacy Orchard -Corporate Loan	Various			15.00%		9,750		9,750		9,750	(1)	10/31/14
San Marbeya - Whole Loan	Multi Family			5.88%		26,814		26,814		30,930	(2)	01/01/15
CDH CDO LLC - Unsecured Loan		n/a		12.00%		3,498		3,498		3,498		12/30/15
Rockwell - Mezzanine Loan	Industrial			12.00%		239		239		1,496		05/01/16
500 Seventh Ave - B Note	Office			7.19%		9,801		9,906		11,638		07/11/16
180 North Michigan - Mezzanine Loan	Office			8.50%		1,862		1,862		1,862		12/31/16
Wellington Tower - Mezzanine Loan	Mixed use			6.79%		2,352		2,442		3,501		07/11/17

WBCMT Series 2007 Tranche L - CMBS	Hotel		Libor + 1.75%			161		45		1,130		07/12/11
Metropolitan Tower - Rake Bonds	Office		Libor+1.15% to 1.35%			5,250		6,668		8,748		11/01/11
2600 West Olive - Rake Bonds	Office		Libor+0.65% to 1.60%			1,500		4,606		6,364		02/28/13
Concord 2006 - E1A - CDO		n/a	Libor + 1.20%			662		662		662	(1)	12/20/16

(1)

Represents Borrowers Discounted Payoff Option Amount.

(2)

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

Loan Assets, Loan Securities & Loan Equity Investments, with Potential Equity Participation	Type	Stated Interest Rate		Cost, less Principal Repaid		Carrying Amount (before accrued interest)		Par Value		Extended Maturity Date

Moffet Towers - B Note	Office	Libor + 6.48%		$	21,603	$	21,603	$	21,603	07/31/12
Riverside -B Note - 50 % Owned Equity Investment	Retail		12.00%		7,800		7,800		7,800	12/01/12

Continued on next page

WINTHROP REALTY TRUST

SELECTED INVESTMENT DATA

December 31, 2010

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

Consolidated Operating Properties Acquired through Direct or Indirect Foreclosure	% Owned		Type	Square Feet/ Units		Cost Basis		Cost Basis, Net of Depreciation		Debt Balance

Deer Valley, AZ		97%	Office		82,000	$	8,213	$	8,126	$	-
Englewood, CO (Crossroads I)		100%	Office		118,000		7,441		7,427		-
Englewood, CO (Crossroads II)		100%	Office		118,000		7,983		7,938		-
Meriden, CT (Newbury Apartments)		100%	Multi-Family	180 Units			25,254		25,115		23,875

Consolidated Operating Properties Acquired through Asset Purchase	% Owned		Type	Square Feet/ Units		Cost Basis		Cost Basis, Net of Depreciation		Debt Balance

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

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

Equity Investment Operating Properties

Acquired through Asset Purchase

Owned

Type

Square Feet

Equity Investment

Carring Amount

Marc Realty (12 Equity Investments)

Var

Office

1,977,000

62,150

Sealy Equity Investments (3 Equity Investments)

Var

Industrial/Office

2,097,000

11,904

WINTHROP REALTY TRUST

SCHEDULE OF SECURITIES CARRIED AT FAIR VALUE

(In thousands, Unaudited)

	December 31, 2010				September 30, 2010				June 30, 2010				March 31, 2010
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value

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

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

	Three Months Ended									Year to Date Period Ended
	December 31, 2010		September 30, 2010			June 30, 2010		March 31, 2010		December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010
Net unrealized gains	$	2,198	$	3,071		$	2,875	$	1,927	$	10,071	$	7,873	$	4,802	$	1,927

Net realized gains (losses)	$	439	$	(185	)	$	78	$	695	$	1,027	$	588	$	773	$	695

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

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

WINTHROP REALTY TRUST

SCHEDULE OF LOAN ASSETS

(In thousands, Unaudited)

Description	Acquisition Date	Asset Type		Location		Position	Interest Rate		(000's) Carrying Amount (1) Dec 31, 2010		(000's) Par Value			Maturity Date (2)	(000's) Senior Debt (3)
Loans Receivable

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

Equity Investment Loan Assets
Riverside Plaza	Jun 2010	Retail		Riverside, CA		B Note (10)		12.00%	$	7,883	$	7,800		12/01/12	$	54,400
						Total Loan Assets of Equity Investments			$	7,883	$	7,800

Continued on next page

WINTHROP REALTY TRUST

SCHEDULE OF LOAN ASSETS

(In thousands, Unaudited, Continued)

Notes to Schedule of Loan Assets

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

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

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

(4)

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

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

(6)

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

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

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

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

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

WINTHROP REALTY TRUST

NET OPERATING INCOME FROM CONSOLIDATED PROPERTIES

(In thousands)

(Unaudited)

	Year Ended			Three Months Ended
	December 31, 2010			December 31, 2010			September 30, 2010			June 30, 2010			March 31, 2010
Rents and reimbursements
Minimum rent	$	34,943		$	9,066		$	8,146		$	8,771		$	8,960
Deferred rents (straight-line)		(212	)		166			330			(109	)		(599	)
Recovery income		3,428			851			890			746			941
Less:
Above and below market rents		659			154			179			168			158
Lease concessions and abatements		(579	)		(160	)		(247	)		(86	)		(86	)
Total rents and reimbursements		38,239			10,077			9,298			9,490			9,374

Rental property expenses
Property operating		8,674			3,089			1,812			1,821			1,952
Real estate taxes		2,542			530			952			340			720
Total rental property expenses		11,216			3,619			2,764			2,161			2,672

Net operating income (1)
from consolidated properties	$	27,023		$	6,458		$	6,534		$	7,329		$	6,702

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

WINTHROP REALTY TRUST

SCHEDULE OF INTEREST AND DIVIDENDS

(In thousands)

(Unaudited)

	Year Ended		Three Months Ended
	December 31, 2010		December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010
Interest and Dividends by Business Segment:
Loan Assets	$	14,473	$	4,989	$	4,185	$	2,836	$	2,463
REIT Securities		2,655		392		763		753		747
Total Interest and Dividends	$	17,128	$	5,381	$	4,948	$	3,589	$	3,210


Interest and Dividends Detail:
Interest on loan assets	$	5,691	$	2,294	$	1,839	$	835	$	723
Accretion of loan discount		8,782		2,695		2,346		2,001		1,740
Interest and dividends on REIT securities		2,655		392		763		753		747
Total Interest and Dividends	$	17,128	$	5,381	$	4,948	$	3,589	$	3,210

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance			Debt Maturity & Int Rate

Retail
Atlanta, GA	2004		100%		61,000		100%	The Kroger Co. (2016/2026)		61,000	$	3,928	Ground Lease		(1)			(1)

Denton, TX	2004		100%		46,000		61%	Fitness Evolution (2012)		28,000		2,250	Fee		(1)			(1)

Greensboro, NC	2004		100%		47,000		100%	The Kroger Co. (2017/2037)		47,000		3,219	Ground Lease		(1)			(1)

Lousiville, KY	2004		100%		47,000		100%	The Kroger Co. (2015/2040)		47,000		2,681	Fee		(1)			(1)

Memphis, TN	2004		100%		47,000		100%	The Kroger Co. (2015/2040)		47,000		1,281	Fee		(1)			(1)

Seabrook TX	2004		100%		53,000		100%	The Kroger Co. (2015/2040)		53,000		1,798	Fee		(1)			(1)

St. Louis, MO (2)	2004		100%		46,000		0%	Vacant		46,000		1,487	Fee		(1)			(1)

Subtotal Retail					347,000							16,644			19,002	(1)

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance		Debt Maturity & Int Rate
Office
Amherst, NY (3)	2005		100%		200,000		100%	Ingram Micro Systems (2013/2023)		200,000	$	17,083	Fee	$	16,117		10/2013 5.65%

Andover, MA	2005		100%		93,000		100%	PAETEC Comm. (2022/2037)		93,000		7,448	Fee		6,135		03/2011 6.60%

Chicago, IL (One East Erie / Marc Realty)	2005		80%		126,000		87%	The Gettys Group (2012/2016)		13,000		21,794	Fee		20,828		03/2016 5.75%
								River North Surgery (2015/ n/a)		15,000

Chicago, IL (River City / Marc Realty )	2007		60%		253,000		72%	Bally Total Fitness (2013/2021)		55,000		14,854	Fee		9,100		04/2012 6.00%
								MCI d/b/a Verizon (2019/2023)		37,000

Englewood, CO Crossroads I	2010		100%		118,000		55%	RGN-Denver LLC (2015/ 2025)		17,000		7,427	Fee		-		n/a

Englewood, CO Crossroads II	2010		100%		118,000		58%	Catholic Health Initiatives (2011)		30,000		7,938	Fee		-		n/a

Houston, TX	2004		8%		614,000		100%	Spectra Energy (2018/2028)		614,000		60,042	Fee		60,351		04/2016 6.34%

Indianapolis, IN (Circle Tower)	1974		100%		111,000		84%	No Tenants Over 10%		-		4,732	Fee		4,245		04/2015 5.82%

Lisle, IL	2006		100%		169,000		52%	United Healthcare (2014/ n/a)		41,000		18,709	Fee		16,972		06/2016 6.26%

Lisle, IL	2006		100%		67,000		85%	T Systems, Inc. (2011)		35,000		8,166	Fee		6,932		06/2016 6.26%
								ABM Janitorial (2012/2014)		11,000
								Zenith Insurance (2011)		10,000

Lisle, IL (Marc Realty)	2006		60%		54,000		100%	Ryerson (2018/2028)		54,000		3,674	Fee		5,600		03/2017 5.55%

Orlando, FL	2004		100%		256,000		100%	Siemens Real Estate, Inc. (2017/2042)		256,000		14,643	Ground Lease		38,657		07/2017 6.40%

Phoenix, AZ	2010		96.5%		82,000		61%	United Healthcare (2017/2027)		42,000		8,126	Fee		-		n/a

Plantation, FL	2004		100%		133,000		100%	BellSouth (2020/2035)		133,000		11,567	Fee		(1)		(1)

South Burlington, VT	2005		100%		56,000		100%	Fairpoint Comm. (2014/2029)		56,000		3,021	Ground Lease		2,629		03/2011 6.60%

Subtotal - Office					2,450,000							209,224			187,566

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)		Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance		Debt Maturity & Int Rate

Other
Warehouse
Jacksonville, FL	2004		100%		587,000		100%	Football Fanatics (2015/2024)			558,000		10,818	Fee		(1)		(1)

Mixed Use
Churchill, PA (4)	2004		100%		1,008,000		100%	Viacom, Inc. (2010)			1,008,000		10,466	Ground Lease		(1)		(1)

Residential																		02/2012
Meriden, CT	2010		100%	180 units			92%		n/a		n/a		25,115	Fee		23,875		5.83%

Subtotal - Other					1,595,000								46,399			23,875
Total Consolidated Properties					4,392,000							$	272,267		$	230,443

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

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

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

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

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

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – SELECTED PROPERTY DATA

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Equity Investment		Ownership of Land	($000's) Debt Balance(1)		Debt Maturity & Int Rate
Marc Realty Portfolio - Equity Investments
8 South Michigan, Chicago, IL	2005		50%		174,000		94%	No tenants over 10%		-	$	7,087	Ground Lease	$	3,886		08/2011 6.87%

11 East Adams, Chicago, IL	2005		49%		161,000		78%	IL School of Health (2015/2020)		28,700		3,223	Fee		9,999	08/2011 Libor + 2%

29 East Madison, Chicago, IL	2005		50%		235,000		90%	Computer Systems Institute (2020/2030)		25,000		7,720	Fee		11,130		05/2013 5.20%

30 North Michigan, Chicago, IL	2005		50%		221,000		91%	No tenants over 10%		-		12,080	Fee		13,097		08/2014 5.99%

223 West Jackson, Chicago, IL	2005		50%		168,000		59%	No tenants over 10%		-		7,452	Fee		7,794		06/2012 6.92%

4415 West Harrison, Hillside, IL (High Point)	2005		50%		192,000		67%	North American Medical Mgmt (2015/2020)		20,400		6,275	Fee		4,610		12/2015 5.62%

2000-60 Algonquin, Shaumburg, IL (Salt Creek)	2005		50%		101,000		70%	No tenants over 10%		-		2,344	Fee		(2)	02/2013 Libor + 2.75%

1701 E. Woodfield, Shaumburg, IL	2005		50%		175,000		87%	No tenants over 10%		-		4,221	Fee		5,755	09/2015 Libor + 3% (3)

2720 River Rd, Des Plains, IL	2005		50%		108,000		92%	No tenants over 10%		-		4,123	Fee		2,581		10/2012 6.095%

3701 Algonquin, Rolling Meadows IL	2005		50%		193,000		82%	ISACA (2018/2024)		29,600		2,931	Fee		10,373	02/2013 Libor + 2.75%
								Relational Funding (2013/ n/a)		27,400

2205-55 Enterprise, Westchester, IL	2005		50%		130,000		94%	Consumer Portfolio (2014/2019)		18,900		3,018	Fee		(2)	02/2013 Libor + 2.75%

900-910 Skokie, Northbrook, IL (Ridgebrook)	2005		50%		119,000		78%	MIT Financial Group (2016/ n/a)		12,600		1,676	Fee		5,405	02/2011 Libor + 2% (4)

Subtotal - Marc Realty Portfolio					1,977,000							62,150			86,236

(Continued on next page)

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – SELECTED PROPERTY DATA (Continued)

December 31, 2010

(In thousands, except for Square Footage, Unaudited)

Description and Location	Year Acquired	Trust’s Ownership		Rentable Square Feet		(**) % Leased		Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Equity Investment		Ownership of Land	($000's) Debt Balance		Debt Maturity & Int Rate
Sealy Venture Properties - Equity Investments
Atlanta, GA (5) (Northwest Atlanta)	2006		60%		472,000		75%	Original Mattress (2020/2025)		57,000	$	2,479	Fee	$	28,750		01/2012 5.7%

Atlanta, GA (6) (Newmarket)	2008		68%		470,000		66%	Alere Health (2011/ n/a)		76,000		6,647	Fee		37,000		11/2016 6.12%

Nashville, TN (7) (Airpark)	2007		50%		1,155,000		86%	No tenants over 10%		-		2,778	Fee		74,000		05/2012 5.77%

Subtotal - Sealy Venture Properties					2,097,000			(Northwest Atlanta)				11,904			139,750

Riverside Plaza Loan Asset- Equity Investment
WRT-ROIC Riverside LLC (8)	2010		50%									7,883


Total Equity Investment Properties					4,074,000						$	81,937		$	225,986

Preferred Equity Investment
180 North Michigan Chicago, IL (Marc Realty)	2008		70%		229,000		89%	No tenants over 10%		-	$	4,010	Fee	$	18,080	03/2013 Libor+ 1.5% (9)

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

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

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

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

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

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

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

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

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

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

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - OPERATING SUMMARY

Year ended December 31, 2010

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

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

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

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

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

WINTHROP REALTY TRUST

EQUITY INVESTMENTS - OPERATING SUMMARY

Year ended December 31, 2010

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

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

Amortization of Marc Realty Portfolio basis differential (1)																								(289	)
WRT-ROIC Riverside - Winthrop's share of net income from equity investment																								473
PSW NYC - Winthrop's share of net loss from equity investment																								(1,246	)
Equity in loss of equity investments																							$	(2,007	)

(1)

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

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

WINTHROP REALTY TRUST

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES OF INCOME TO

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHARES

(In thousands)

	Year Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended
	Dec 31,			Dec 31,			Sep 30,			Jun 30,			Mar 31,			Dec 31,
	2010			2010			2010			2010			2010			2009

NOI from consolidated properties (1), (4)	$	27,023		$	6,458		$	6,534		$	7,329		$	6,702		$	7,288

Less:
Interest expense		(13,845	)		(4,249	)		(3,196	)		(3,207	)		(3,193	)		(3,919	)
Depreciation and amortization		(10,008	)		(2,916	)		(2,393	)		(2,385	)		(2,314	)		(2,598	)
Impairment loss on investments in real estate		-			-			-			-			-			(10,000	)
Income attributable to non-controlling interest		(888	)		(293	)		(175	)		(175	)		(245	)		(366	)
WRT share of income (loss) from consolidated properties (2), (4)		2,282			(1,000	)		770			1,562			950			(9,595	)

Equity in loss of equity investments (3)		(2,007	)		(679	)		(409	)		(392	)		(527	)		(2,891	)

Add:
Earnings from preferred equity investments		338			85			85			85			83			-
Interest and dividend income		17,128			5,381			4,948			3,590			3,209			874
Gain on sale of securities carried at fair value		773			-						78			695			2,142
Gain on extinguishment of debt		-			-			-			-			-			1,164
Unrealized gain on loan securities carried at fair value		4,986			780			581			3,625			-			-
Unrealized gain on securities carried at fair value		6,448			1,418			2,490			-			2,540			3,852
Gain on loan securities carried at fair value		469			469
Interest income		139			45			17			40			37			27
State and local tax refunds		-			-			-			-			-			54
Income from discontinued operations		368			157			-			-			211			664

Less:
Series B-1 Preferred interest expense		(1,172	)		-			(390	)		(391	)		(391	)		-
General and administrative		(8,834	)		(2,711	)		(2,300	)		(1,916	)		(1,907	)		(2,166	)
State and local tax expense		(134	)		(27	)		(7	)		(85	)		(15	)		-
Unrealized loss on loan securities carried at fair value		(613	)					-			-			(613	)		-
Unrealized loss on securities carried at fair value		(750	)		-			-			(750	)		-			-
Loss on sale of securities carried at fair value		(215	)		(30	)		(185	)		-			-			-
Interest expense - other		(358	)		-			(223	)		(68	)		(67	)
Series C Preferred interest		(288	)		(58	)		(59	)		(58	)		(113	)		(147	)
Loss on discontinued operations		(2,371	)		-			(1,569	)		(802	)		-			-
Net income (loss) attributable to Common Shares	$	16,189		$	3,830		$	3,749		$	4,518		$	4,092		$	(6,022	)

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

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

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

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

WINTHROP REALTY TRUST

DEFINITIONS

Funds From Operations (FFO):

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

Net Operating Income (NOI):

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

Net Income / (Loss) from Consolidated Properties:

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

Investor Information

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

Research Coverage

Analyst	Firm	Contact Information

Joshua A. Barber	Stifel Nicolaus	(443) 224-1347 jabarber@stifel.com

Ross L. Smotrich	Barclays Capital	(212) 526-2306 ross.smotrich@barcap.com

Jeffrey S. Langbaum	Barclays Capital	(212) 526-0971 jeffrey.langbaum@barcap.com

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