8-K

UNITED STATES

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):

August 13, 2010

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

(exact name of registrant as specified in charter)

Maryland (State or other jurisdiction of incorporation) 000-51199 (Commission File Number) 42-1579325 (IRS Employer Identification No.)

2901 Butterfield Road, Oak Brook, Illinois	60523
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (630) 218-8000

Not Applicable

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 1.01Entry into a Material Definitive Agreement

In connection with the closing of various mergers effected on November 15, 2007, Inland Western Retail Real Estate Trust, Inc. (the “Company”) entered into an Escrow Agreement (“Escrow Agreement”) by and among Inland Real Estate Investment Corporation, the Company, IWEST Merger Agent, LLC and LaSalle Bank, N.A.  On August 13, 2010, the Company entered into a Fifth Amendment to Escrow Agreement (the “Fifth Amendment”) by and among Inland Real Estate Investment Corporation, the Company, IWEST Merger Agent, LLC and Bank of America, N.A. successor to LaSalle Bank, N.A.  The Fifth Amendment revises the Escrow Agreement to provide that the “Final Disbursement Date” as defined in the Escrow Agreement, for the disbursement of shares held in the escrow account, shall be the first business day immediately following the Effective Date.  As used herein, “Effective Date” shall mean the date by which all of the following have occurred: (i) the settlement of the class action securities lawsuit captioned City of St. Clair Shores General Employees Retirement System, et al v. Inland Western Retail Real Estate Trust, Inc. et al., No. 07 C 6174 (the “Action”), pending in the United States District Court for the Northern District of Illinois (the “Court”) and relating to the transactions that were the subject of the Merger Agreement (the “Settlement”) has been finally approved by the Court; (ii) the final judgment has been entered by the Court and not vacated or materially modified upon appeal or otherwise, unless such material modifications are agreed to in writing by the defendants and co-lead counsel for the plaintiffs; (iii) the dismissal with prejudice of the Action against each and all of the defendants; and (iv) either (x) the time to appeal, or otherwise seek review of the final judgment, has expired without any appeal having been taken or review sought, or (y) if an appeal is taken or review sought, the expiration of five (5) days after the final decision on any such appeal or review shall have been rendered by the highest court before which appeal or review is sought and such decision is not subject to further judicial review, or such appeal has been dismissed.  If the Settlement were to be terminated prior to the Effective Date, the Final Disbursement Date will be 21 days after the date of termination of the Settlement.

Item 7.01Regulation FD Disclosure

Attached to this Form 8-K as Exhibit 99.1 is a copy of a letter to be sent by the Company to its stockholders in connection with, among other things, the delivery of its 2010 second quarter report, on or about August 18, 2010, which letter is incorporated in its entirety into this filing.

The Company first used the material attached hereto as Exhibit 99.2 on August 18, 2010 as part of the Company’s investor relations program.  A copy of this material is being posted on the Company’s website, www.inlandwestern.com.

The information in this Item of this report, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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Item 9.01Financial Statements and Exhibits

(d)Exhibits

The following Exhibit is included with this Report:

99.1Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.

99.2Investor relations material of Inland Western Retail Real Estate Trust, Inc.

The statements and certain other information contained in this report, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “goal,” “initiative,” “likely,” “anticipate,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.  Such risks and uncertainties could cause actual results to differ materially from those projected.  These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

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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, thereunto duly authorized.

	INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
	(Registrant)
	By:	/s/ Dennis K. Holland
		Dennis K. Holland
Date: August 18, 2010		General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.
99.2	Investor relations material of Inland Western Retail Real Estate Trust, Inc.

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EX-99.1

Exhibit 99.1

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

2010 SECOND QUARTER REPORT

Dear Fellow Stockholder:

We began 2010 with the primary initiatives of completing the refinancing of our debt maturing this year; executing new leases and renewals to achieve 90% occupancy by year end; re-allocating cash flow from operations towards an increase in stockholder distributions; and positioning the company to be an accretive asset acquirer through future joint ventures.  We are pleased to announce that during the first half of the year, we have made solid progress on all of these initiatives.  2010 year-to-date highlights include:

·Completed refinancing and in the process of addressing 81% of our 2010 debt maturities; $288 million remains, maturing primarily in the latter part of the fourth quarter, of which $71 million has an extension option;

·Executed leases for more than 1.9 million square feet in the first half of 2010;

·Generated $94 million of operating cash flows in the first half of 2010;

·Declared distributions of $.04375 per share in the first quarter and $0.04625 per share in the second quarter, the second and third consecutive increases;

·Entered into definitive agreements to form an initial $123 million joint venture with RioCan, a REIT based in Canada; and

·Sold five non-core assets for $80 million, resulting in extinguishment of $61 million of debt and net proceeds of $18 million.

The Inland Western management team will be hosting the Second Quarter 2010 Update Presentation on September 16, 2010 at 2:00 pm CT.  To register for the webcast, please visit the Investor Relations portion of our website at www.inlandwestern.com. If you are unable to join us for the webcast, a replay will be available immediately following the webcast until October 15, 2010 in the Investor Relations section of our website at www.inlandwestern.com.  If you have any questions, please contact your financial advisor or Inland Western Investor Relations at 800.541.7661.  Thank you for your continued support of Inland Western.

Sincerely,

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

Steven P. Grimes

President and Chief Executive Officer

The statements and certain other information contained in this letter, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “goal,” “initiative,” “likely,” “anticipate,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.  Such risks and uncertainties could cause actual results to differ materially from those projected.  These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

EX-99.2

Exhibit 99.2

2010 2nd Quarter FlashReport INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. PORTFOLIO SUMMARY Total proceeds raised $4.4 billion Cost of equity raised1 $457 million Shares outstanding 484 million Total square feet managed 46 million Number of properties 313 Total investment in properties2 $6.0 billion Leased occupancy 88.4% Debt to total assets 60.1% Cumulative distributions per share $3.65 Distributions reinvested $657 million Shares repurchased $432 million STRATEGY Acquire and manage a diverse national retail portfolio comprised of strategically located assets with tenants who are predominately credit-rated, value-oriented, necessity-based retailers. Diversify by geography, retail property type and tenant base to reduce risk of overexposure. Manage portfolio effectively and regularly review the portfolio to identify opportunities. STRONG ANCHORS 29 14 36 25 25 8 11 26 11 21 42 Store Names # of Locations1 1) Owned and shadow anchors as of 6/30/10. 2) Includes T.J. Maxx, Marshalls, A.J. Wright and HomeGoods stores. 2 2010 COMPANY HIGHLIGHTS www.inlandwestern.com Year-to-date, have refinanced or are addressing 81% of 2010 debt maturities; $288 million remains, maturing primarily in the latter part of the fourth quarter, of which $71 million has an extension option. Executed leases of more than 1.9 million square feet in first half of 2010. Generated $94 million of operating cash flows in the first half of 2010. Declared distributions of $0.04375 per share in the first quarter and $0.04625 per share in the second quarter, the second and third consecutive increases. Entered into definitive agreements to form an initial $123 million joint venture with RioCan, a REIT based in Canada. Sold five non-core assets for $80 million, resulting in extinguishment of $61 million of debt and net proceeds of $18 million. Best Buy 2.6% Rite Aid 2.0% Stop & Shop 2.0% PetSmart 2.0% Home Depot 1.8% Ross Dress For Less 1.8% Bed Bath & Beyond 1.7% The Sports Authority 1.6% Kohl’s 1.6% Publix 1.3% Top Retail Tenants % of Annualized Base Rent *By GLA as of 6/30/10. Community Center 22% Neighborhood Center 8% Other 16% Single Tenant Retail 8% Power Center 37% Lifestyle Center 9% ASSETS UNDER MANAGEMENT* TENANTS GEOGRAPHY* DIVERSIFICATION 4,244,623 SF Washington Oregon Arizona New Mexico Texas Oklahoma Kansas Colorado Utah Nevada California Idaho Montana North Dakota South Dakota Nebraska Minnesota Iowa Missouri Arkansas Mississippi Alabama Louisiana Florida Georgia Tennessee Wisconsin Illinois Indiana Ohio Michigan entucky New Jersey New York Conn. R.I. Mass. N.H. Maine Wyoming Pennsylvania Virginia West Delaware Vt. Carolina North Carolina Virginia Md. South K 9,779,590 SF 4,154,353 SF 2,120,801 SF 2,296,373 SF 1,796,618 SF More than 5 MSF +1-5 MSF Less than 1 MSF Total GLA by State 08/10 R INLAND WESTERN Retail Real Estate Trust, Inc. 1) No acquisition fees were paid. 2) 90% of capital raised was invested in properties, among the highest in the industry.

Grapevine Crossing Grapevine, TX The Inland name and logo are registered trademarks being used under license. “Inland” refers to some or all of the entities that are part of The Inland Real Estate Group of Companies, Inc., a company that is comprised of separate legal entities, some of which may be subsidiaries of the same entity, affiliates of each other, share some common ownership or were previously sponsored by Inland Real Estate Investment Corporation. The companies depicted in the photographs and logos herein may have proprietary interests in their trade names and trademarks and nothing herein shall be considered to be an endorsement, authorization or approval of Inland Western Retail Real Estate Trust, Inc. by the companies. Further, none of these companies are affiliated with Inland Western Retail Real Estate Trust, Inc. in any manner other than being a tenant in properties owned by Inland Western Retail Real Estate Trust, Inc. 2901 BUTTERFIELD ROAD OAK BROOK, IL 60523 www.inlandwestern.com CONTACT Inland Western Investor Relations ir@inland-western.com 800.541.7661 R INLAND WESTERN Retail Real Estate Trust, Inc. LEASE EXPIRATION SCHEDULE AWARD WINNING MARKETING PROGRAMS BENEFIT RETAILERS AND CONSUMERS DISTRIBUTIONS AND CASH FLOW HISTORY Since inception, the company has paid gross distributions of $1.3 billion. MORTGAGE DEBT MATURITY SCHEDULE Inland Western’s marketing team partners with retailers and community groups to create one of a kind marketing programs that drive traffic, enhance retail sales and make an impact on the community. The marketing team was recognized by the International Council of Shopping Centers with 7 Silver Maxi awards for its innovative events and programs in 2009. 1) Loan status as of 8/11/10. 2) Debt maturities exclude standard amortization and net mortgage discount of $3.0 million as of 12/31/09. 3) The 2010 debt maturities include $187.4 million of mortgages payable that had matured as of 12/31/09 and exclude liabilities associated with the investment property held for sale as of 12/31/09 of $32.7 million. 4) Included in this amount is the amount of 2010 debt remaining to be addressed; $70.5 million that has an extension option. 1) Yield based on ERISA value 3 Months Ended 3 Months Ended 3 Months Ended (in thousands) 6/30/10 3/31/10 12/31/09 Funds from Operations 21,823 $ 35,775 $ 19,148 $ Non-Cash Charges 15,663 - 12,782 Modified Funds from Operations 37,486 $ 35,775 $ 31,930 $ Cash Flow From Operations 55,396 $ 38,615 $ 45,874 $ Distributions Declared 22,371 $ 21,109 $ 15,657 $ Safe Harbor Statement Forward-looking statements are statements that are not historical including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” The Company intends that such forward-looking statements be subject to the safe harbors created by section 27A of the Securites Act of 1933 and Section 21E of the Securites Exchange Act of 1934. There are numerous risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. For a more complete discussion of these risks and uncertainties, please see the company’s Annual Report on Form 10-K and each Quarterly Report filed on Form 10-Q. Inland Western Retail Real Estate Trust, Inc. disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information or future events. Over 18,675 fans and followers receive regular information regarding events, special offers and giveaways, which drive retail sales. (Square Feet) Debt ($000s) Paid, Refinanced, Extended & Forgiven Under Application or Commitment Remaining to be Addressed Multi-Tenant Single Tenant DISTRIBUTION HISTORY 2.6% 5.2% 3.4% 3.7% 8.0% 9.7% 11.2% 6.4% 4.6% 4.9% 2.3% 2.6% 7.5% 6.4% 6.4% 6.4% 6.6% 6.0% Cash Flows From Operations Gross Distributions