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, 2011

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 7.01        Regulation FD Disclosure

Attached to this Form 8-K as Exhibit 99.1 is a copy of a letter from Inland Western Retail Real Estate Trust, Inc. (the “Company”) to its stockholders in connection with, among other things, the delivery of the Company’s 2011 third quarter report, which letter will be sent on or about November 17, 2011 and which letter is incorporated in its entirety into this report.

The Company first used the material attached hereto as Exhibit 99.2 on November 17, 2011 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 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 9.01Financial 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,” “likely,” “anticipate,” “position,” “consider,” “probable,” “committed,” “achieve,” and “focused,” 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 hereunto duly authorized.

	INLAND WESTERN RETAIL REAL
	ESTATE TRUST, INC.
	(Registrant)
	By:	/s/ Dennis K. Holland
		Dennis K. Holland
		Executive Vice President,
Date: November 17, 2011		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.

EX-99.1

Exhibit 99.1

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

2011 THIRD QUARTER REPORT

Dear Shareholder:

As we quickly approach the busiest time of the year for the retail industry, we remain committed to achieving our 2011 goals and initiatives, most importantly positioning our company for future growth.  We are pleased to report that strong leasing momentum has continued and we anticipate that it should continue into 2012.  The annualized base rent impact from leases signed but not yet commenced totals over $9.7 million as of September 30, 2011.  Below are a few highlights from the third quarter of this year:

·Continued strong leasing performance with the execution of 136 new and renewal leases for approximately 833,000 square feet, bringing our year to date leasing traction to over 2.8 million square feet in the retail operating portfolio.

·Renewed 81 percent of the leases expiring in the third quarter 2011 within the retail operating portfolio.

·Refinanced, repaid and extinguished $124.5 million in debt bringing our year to date refinancing efforts to $554.1 million.

·Sold a non-core industrial property of over one million square feet for a gross sales price of $48.6 million, resulting in a gain of $12.9 million.

·Partially sold a 654,200 square foot multi-tenant retail property in Austin, Texas to our RioCan joint venture for a sales price of $110.8 million resulting in net proceeds of $39.9 million.

·Contributed $3.2 million to our RioCan joint venture, representing our share of the purchase price net of closing costs, for the acquisition of a multi-tenant retail property in Houston, Texas.

·Increased the quarterly distribution to shareholders for the eighth consecutive quarter, declaring a third quarter 2011 distribution of $0.06375 per share totaling declared distributions for the year of over $89.2 million.

·Generated $128.4 million in cash flow from operations for the nine months ended September 30, 2011.

Our Annual Meeting of Stockholders was held on October 11, 2011 where stockholders voted to approve the election of all of the nominees for the board of directors, the compensation paid to our named executive officers, as disclosed in the Company’s proxy statement for the 2011 annual meeting, and an advisory vote on executive compensation on an annual basis.  We appreciate you taking the time to vote on such important business matters. The Annual Meeting of Stockholders Presentation is available in the Investor Relations section of our website at www.inlandwestern.com.

As previously communicated, we continue to pursue the initial listing of our existing common stock on a national securities exchange; however, we cannot guarantee that such a listing will occur nor provide any guidance regarding a potential share price or the timing of such an event. We appreciate your continued support of Inland Western and would like to remind you to visit www.inlandwestern.com for updated company information.  If you have any questions, please contact your financial advisor or Inland Western Investor Relations at 800.541.7661. On behalf of Inland Western, I wish you and your family a very happy and healthy holiday season.

Sincerely,

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

Steven P. Grimes

President and Chief Executive Officer

Please read information regarding “Forward-looking statements” on the reverse side of this page.

The statements and certain other information contained herein, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “should,” “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 could cause actual results to differ materially from those projected, including the risks that are detailed in the sections of our most recent Form 10-K and Form 10-Qs filed with the SEC titled “Risk Factors.”

EX-99.2

Exhibit 99.2

3rd Quarter flash report 2011 R www.inlandwestern.com PORTFOLIO SUMMARY Total proceeds raised $4.5 billion Cost of equity raised1 $457 million Shares outstanding 482 million Total square feet managed2 44 million Number of properties managed2 306 Total investment in properties3 $5.3 billion Percent leased including signed leases 89.6% Economic occupancy 87.5% Debt to total assets 58.3% Cumulative distributions per share4 $3.89 Distributions reinvested $708 million Shares repurchased $432 million 2011 Q3 COMPANY HIGHLIGHTS • Continued strong leasing performance with the execution of 136 new and renewal leases for approximately 833,000 square feet, bringing our year to date leasing traction to over 2.8 million square feet in the retail operating portfolio. • Renewed 81 percent of the leases expiring in the third quarter 2011 within the retail operating portfolio. • Refinanced, repaid and extinguished $124.5 million in debt bringing our year to date refinancing efforts to $554.1 million. • Sold a non-core industrial property of over one million square feet for a gross sales price of $48.6 million, resulting in a gain of $12.9 million. • Partially sold a 654,200 square foot multi-tenant retail property in Austin, Texas to our RioCan joint venture for a sales price of $110.8 million resulting in net proceeds of $39.9 million. • Contributed $3.2 million to our RioCan joint venture, representing our share of the purchase price net of closing costs, for the acquisition of a multi-tenant retail property in Houston, Texas. • Increased the quarterly distribution to shareholders for the eighth consecutive quarter, declaring a third quarter 2011 distribution of $0.06375 per share totaling declared distributions for the year of over $89.2 million. • Generated $128.4 million in cash flow from operations for the nine months ended September 30, 2011. 1) No acquisition fees were paid. 2) Includes consolidated and unconsolidated properties. 3) 90% of capital raised was invested in properties, among the highest in the industry. 4) Includes the third quarter 2011 distribution declared on October 3, 2011. STRATEGY Acquire and manage a diverse national retail portfolio comprised of strategically located assets that are primarily anchored or shadow anchored by strong national and regional grocers, discount retailers and other retailers that provide basic household goods or clothing. 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 31 12 37 28 15 8 11 27 11 21 42 Store Names # of Locations1 1) Owned and shadow anchors. 2) Includes T.J. Maxx, Marshalls, A.J. Wright and HomeGoods stores. 2 Best Buy 3.2% TJX Companies 2.4% Rite Aid 2.4% Stop & Shop 2.3% PetSmart 2.1% Ross Dress For Less 2.1% Home Depot 2.1% Bed Bath & Beyond 2.1% Kohl’s 1.9% The Sports Authority 1.8% Top Retail Tenants % of Retail Annualized Base Rent* *Based on total square feet managed. *Based on consolidated retail operating properties. *Based on GLA. CONSOLIDATED RETAIL OPERATING PORTFOLIO* TENANTS GEOGRAPHY* 11/11 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 4.0 MSF 9.8 MSF 1.8 MSF 2.0 MSF 2.3 MSF 3.2 MSF Gross Leasable Area (GLA) More than 5 million square feet (MSF) +1-5 MSF Less than 1 MSF Community Center 26% Neighborhood Center 10% Power Center 45% Lifestyle Center 9% Single User 10%

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. CONSOLIDATED RETAIL OPERATING PROPERTIES LEASE EXPIRATION SCHEDULE1 AWARD WINNING MARKETING PROGRAMS BENEFIT RETAILERS AND CONSUMERS 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 5 US MAXI Awards for its innovative events and programs in 2010. Inland Western has won 12 MAXI Awards in the last two years. CASH FLOW HISTORY AND DISTRIBUTIONS 1) Funds from Operations is a non-GAAP measure, and is calculated as follows: 3 Mo. Ended 3 Mo. Ended 3 Mo. Ended 3 Mo. Ended 9/30/11 6/30/11 3/31/11 12/31/10 Net loss attributable to Company shareholders $ (5,023) $ (13,724) $ (40,025) $ (3,411) Add: Deprection and amortization 63,549 64,389 65,447 68,694 Less: Gain on sales of investment properties (13,626) (3,104) (6,119) (20,687) Less: Noncontrolling interests’ share of depreciation related to consolidated joint ventures (2,478) (2,417) (2,932) (3,583) Funds from operations $ 42,422 $ 45,144 $ 16,371 $ 41,013 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 34,849 fans and followers receive regular information regarding events, special offers and giveaways, which drive retail sales. DISTRIBUTION HISTORY Since inception, the company has paid gross distributions of $1.4 billion. Yield based on the last published estimated valuation for each time period. 2.5% 2.6% 7.5% 6.4% 6.4% 6.4% 6.6% 6.0% Cash Flows From Operations Gross Distributions 1) Excludes month-to-month leases. (Square Feet) Multi-Tenant Single Tenant 5.3% Average 7.7% 3.3% 6.6% 9.1% 11.1% 9.5% 1.2% 13.3% MORTGAGE DEBT MATURITY SCHEDULE Debt maturities exclude standard amortization, net mortgage premium of $17.5 million and net mortgage discount of $2.5 million as of 12/31/10. 1) Mortgage debt status is as of 11/7/11. The 2011 debt maturities include $123.2 million of mortgages payable that had matured as of 12/31/10. 2) Includes $581.9 million of mortgages that were repaid, excluding debt forgiveness of $14.4 million, using proceeds from our senior secured credit facility, and the underlying properties were added as collateral to that facility. Three of these properties, for which the combined payoff was $41.1 million, were subsequently sold. 3.6% 5.4% 6.8% 2) Distributions for the quarter ended 9/30/11 were declared on 10/3/11. 3 Months 3 Months 3 Months 3 Months Ended Ended Ended Ended (in thousands) 9/30/11 6/30/11 3/31/11 12/31/10 Funds from Operations1 $ 42,422 $ 45,144 $ 16,371 $ 41,013 Cash Flow From Operations $ 43,376 $ 53,156 $ 31,855 $ 30,400 Distribitions Declared2 30,738 30,031 28,433 26,851 Excess $ 12,638 23,125 $ 3,422 $ 3,549 Paid, Refinanced, Extended & Forgiven2 20111 2012 2013 2014 $1,000,000 $800,000 $600,000 $400,000 $200,000 $0 Debt ($000s) Remaining to be Addressed