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):

November 17, 2010

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

(exact name of registrant as specified in charter)

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

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 7.01        Regulation 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 third quarter report, on or about November 17, 2010, which letter is incorporated in its entirety into this filing.

The Company first used the material attached hereto as Exhibit 99.2 on November 17, 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.

Item 9.01        Financial Statements and Exhibits

(d)       Exhibits

The following Exhibits are 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.

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:  November 17, 2010		General Counsel and Secretary

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.

EX-99.1

Exhibit 99.1

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

2010 THIRD QUARTER REPORT

Dear Stockholder:

As we enter the final quarter of 2010, we feel very positive about the measurable progress we have made towards accomplishing our goals for the year.  Despite a slow economic recovery, we have maintained a steady leasing and financing pace; addressing 83% of our 2010 maturing debt as of September 30, 2010 and signing nearly 430 new and renewal leases aggregating to almost three million square feet.  This leasing velocity has helped us to not only re-lease or have in active lease negotiations more than 75% of our vacant space resulting from the retail bankruptcies of 2008 that impacted our portfolio, but has also helped us achieve a leased rate of 90.6% as of September 30, 2010, including 1.7% related to temporary leases.  Due to our solid operating fundamentals, we have also been able to generate $154 million in cash flows from operations as of September 30, 2010, which is on track to accomplish our year-end goal of $200 million in cash flows from operations.  We have been able to steadily increase our distributions to stockholders and with the payment of the third quarter distribution, the distribution rate was increased for the fourth consecutive quarter.  Looking ahead to 2011, new leases signed in the past two years represent an additional $36 million in annual rental income which could further enhance distributable cash flows to stockholders.

On October 12, 2010, we held our Annual Meeting of Stockholders where stockholders voted to approve the election of all of the nominees for the board of directors, the amendment and restatement of our charter, and the amended independent director stock option plan.  At the meeting, several members of the executive management team gave brief business presentations.  The Annual Meeting of Stockholders Presentation is available on our website at www.inlandwestern.com in the Investor Relations section.

We wish to thank our board of directors, employees and most importantly, our stockholders for their patience over the past two years.  Navigating through the tough economy required some difficult decisions.  Making these decisions has provided us the ability to improve our balance sheet and growth prospects.  We continue to address the challenges of the economy, as we strive to enhance the long-term stockholder value, and are optimistic about the road ahead.

We are not out of the woods yet, as the economy seems slow to recover.  However, we believe we are now stable and must begin shifting our focus towards longer term growth opportunities.  In order to capitalize on future growth opportunities, we will need to be able to access capital to fund our leasing efforts, potential acquisitions and to further reduce the amount of debt we carry on our balance sheet.  We are now in a position to evaluate the feasibility of accessing capital to provide for our future.

The Inland Western executive management team will host our 2010 Third Quarter Update Webcast on Thursday, December 2, 2010 at 2:00 p.m. CT.  We encourage all stockholders to participate.  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 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.  We appreciate 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, including those detailed in the sections of the Company’s most recent Form 10-K and Form 10-Qs filed with the SEC titled “Risk Factors”.

EX-99.2

Exhibit 99.2

2010 3rd Quarter FlashReport INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. PORTFOLIO SUMMARY Total proceeds raised $4.5 billion Cost of equity raised 1 $457 million Shares outstanding 485 million Total square feet managed 46 million Number of properties 313 Total investment in properties 2 $5.8 billion Leased rate 90.6% Debt to total assets 58.8% Cumulative distributions per share $3.65 Distributions reinvested $666 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 27 16 8 11 26 10 21 42 Store Names # of Locations 1 1) Owned and shadow anchors as of 9/30/10. 2) Includes T.J. Maxx, Marshalls, A.J. Wright and HomeGoods stores. 2010 COMPANY HIGHLIGHTS www.inlandwestern.com Year-to-date, have refinanced or are addressing 83% of 2010 debt maturities; $198 million remains. Executed leases of more than 2.8 million square feet through three quarters of 2010. Generated $154 million of operating cash flows in the first three quarters of 2010. Declared quarterly distributions of $0.04375, $0.04625 and $0.05, which represent the second, third and fourth consecutive increases, respectively. Entered into definitive agreements to form an intial $123 million joint venture with RioCan, a REIT based in Canada, called RC Inland. Year-to-date, we closed on partial sales to RC Inland for $104 million and net proceeds of $33 million, resulting in RC Inland assuming $61 million of mortgage debt. Sold five non-core assets for $80 million, resulting in extinguishment of $61 million of debt and net proceeds of $18 million. Best Buy 2.8% Rite Aid 2.1% TJX Companies 2.0% Stop & Shop 2.0% PetSmart 1.9% Home Depot 1.8% Ross Dress For Less 1.8% The Sports Authority 1.7% Bed Bath & Beyond 1.7% Kohl’s 1.6% Top Retail Tenants % of Annualized Base Rent *By GLA as of 9/30/10. Community Center 22% Neighborhood Center 7% Other 17% Single Tenant Retail 9% Power Center 36% 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 4,158,435 SF 2,120,801 SF 2,299,568 SF 1,796,618 SF More than 5 MSF +1-5 MSF Less than 1 MSF Total GLA by State 11/10 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 CASH FLOW HISTORY AND DISTRIBUTIONS 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) Funds from Operations is a non-GAAP measure. See Form 10-K for year ended 12/31/09 and Form 10-Q for three months ended 3/31/10, six months ended 6/30/10 and nine months ended 9/30/10 for reconciliation to GAAP net (loss) income. 2) Modified Funds From Operations excludes the impact of non-cash charges, such as provision for asset impairment and gain on debt extinguishment, and is a non-GAAP measure. 3 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended (in thousands) 9/30/10 6/30/10 3/31/10 12/31/09 Funds from Operations 36,559 $ 21,823 $ 35,775 $ 19,148 $ Non-Cash Charges (590) 11,440 (4,581) 11,043 Modified Funds from Operations 35,969 $ 33,263 $ 31,194 $ 30,191 $ Cash Flow From Operations 59,661 $ 55,396 $ 38,615 $ 45,874 $ Distributions Declared 24,248 $ 22,371 $ 21,109 $ 15,657 $ Payout Ratio 40.6% 40.4% 54.7% 34.1% 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 23,200 fans and followers receive regular information regarding events, special offers and giveaways, which drive retail sales. (Square Feet) MORTGAGE DEBT MATURITY SCHEDULE 1) Loan status as of 11/10/10. 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. Debt ($000s) Paid, Refinanced, Extended & Forgiven Under Application or Commitment Remaining to be Addressed Multi-Tenant Single Tenant DISTRIBUTION HISTORY Since inception, the company has paid gross distributions of $1.3 billion. 1) Yield based on annual statement of valuation 2.4% 2.6% 7.5% 6.4% 6.4% 6.4% 6.6% 6.0% Cash Flows From Operations Gross Distributions 5.4% 3.6% Average 6.3% 3.8% 8.8% 10.5% 11.7% 4.9% 4.8% 2.8% 6.6% 2 1