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):

February 28, 2012

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
(Address of principal executive offices) 60523
(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):

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

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

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

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

Item 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 providing, among other things, a year-end transactional review for 2011, which letter will be sent on or about February 28, 2012 and which letter is incorporated in its entirety into this report.

The Company first used the material attached hereto as Exhibit 99.2 on February 28, 2012 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 9.01        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,” “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: February 28, 2012		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

February 28, 2012

Dear Shareholder:

We are pleased to report that we made significant progress on a number of our goals during 2011. We continued our strong leasing momentum, strengthened our balance sheet and increased distributions. We also strengthened our overall portfolio by disposing of several non-strategic assets and continuing to grow our joint venture with RioCan. 2011 achievements are highlighted below:

·Continued strong leasing performance with the execution of 522 new and renewal leases for approximately 4.1 million square feet in the retail operating portfolio.

·Renewed 86.6 percent of the leases expiring in 2011 within the retail operating portfolio.

·Refinanced, repaid and extinguished $693.9 million in debt.

·Sold 11 operating properties aggregating approximately 2.8 million square feet for a combined sale price of $144.3 million resulting in net proceeds of $98.1 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 $32.2 million to our RioCan joint venture, representing our share of the purchase price net of closing costs, for the acquisition of four properties aggregating 1.8 million square feet.

·Increased the quarterly distribution to shareholders for the ninth consecutive quarter, with declared distributions for the year totaling over $116 million.

·Generated $174.6 million in cash flow from operations for the year ended December 31, 2011.

·Made progress towards the listing of our common stock on a national securities exchange, including obtaining shareholder approval for the amendment and restatement of our charter designed to facilitate such a listing.

Aside from our own successes, the improvement in overall economic conditions is also encouraging. Confidence about our country’s economic recovery is increasing and job growth is improving. While there continues to be the possibility of macroeconomic distress due to questions about the European economy and the European sovereign debt crisis, progress towards a resolution of its financial situation has helped temper fears of a European recession.

Listing of our Common Stock on a National Securities Exchange

We continue to believe that the listing of our shares of common stock on a national securities exchange will benefit our shareholders by providing greater liquidity for our shareholders and will also provide us with additional growth opportunities as the economy experiences a sustainable recovery.

As previously communicated, we continue to pursue the initial listing of our existing common stock on a national securities exchange. We currently intend to complete the listing in 2012, and we are in the process of finalizing the terms of the phased-in liquidity program that we intend to implement in connection with the listing. As was described in our proxy statement for our special meeting in February 2011, we currently anticipate that we will implement a phased-in liquidity program that will provide for the listing of 25% of your existing shares of common stock concurrent with the initial listing and the listing of an additional 25% of your existing shares of common stock on each of the six-month, 12-month and 18-month anniversaries of our initial listing. We will provide you with further information regarding the expected timing of the listing and impact of the listing of our common stock on your existing holdings as the process progresses. Although we

Inland Western Retail Real Estate Trust, Inc.  2901 Butterfield Road Oak Brook, Illinois 60523  800.541.7661  www.inlandwestern.com

do currently intend to pursue an initial listing within the foregoing timeframe, we cannot guarantee that such a listing will occur and timing could be impacted by overall economic and other conditions and factors.

New Share Price for Distribution Reinvestment Program

On February 21, 2012, the board of directors amended the Distribution Reinvestment Program (“DRP”) solely to modify the purchase price. This letter is your notification of such amendment. On or after March 31, 2012, additional shares of stock may be purchased under the DRP at a price of $5.75 per share. This change in purchase price will apply to shares of stock purchased under the DRP with respect to distributions for the first quarter of 2012, which are expected to have a record date of March 31, 2012, as well as future distributions. Please note, however, that if we are scheduled to complete the listing of our shares on a national securities exchange on or about the dividend payment date, then participants in the DRP will receive a cash dividend in lieu of additional shares of stock. Your participation in the DRP will not be affected by this change.

A shareholder may begin or terminate participation in the DRP, at any time, by completing our Change of Distribution Election Form which is available on our website at www.inlandwestern.com under the Investor Relations section. Please note that requests for custodial accounts, such as an IRA or a SEP account, require the authorization of the custodian in order to effectuate such change.

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.

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

2 0 1 1 4 T H Q U A R T E R F L A S H R E P O R T PORTFOLIO SUMMARY Total proceeds raised $4.5 billion Cost of equity raised1 $457 million Shares outstanding 484 million Total square feet managed2 44 million Number of properties managed2 302 Total investment in properties3 $5.3 billion Percent leased including signed leases 91.2% Economic occupancy 89.1% Debt to total assets 58.6% Cumulative distributions per share $3.95 Distributions reinvested $720 million Shares repurchased $432 million 2011 COMPANY HIGHLIGHTS • Continued strong leasing performance with the execution of 522 new and renewal leases for approximately 4.1 million square feet in the retail operating portfolio. • Renewed 86.6 percent of the leases expiring in 2011 within the retail operating portfolio. • Refinanced, repaid and extinguished $693.9 million in debt. • Sold 11 operating properties aggregating approximately 2.8 million square feet for a combined sales price of $144.3 million resulting in net proceeds of $98.1 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 $32.2 million to our RioCan joint venture, representing our share of the purchase price net of closing costs, for the acquisition of four properties. • Increased the quarterly distribution to shareholders for the ninth consecutive quarter, declaring a fourth quarter 2011 distribution of $0.065 per share totaling declared distributions for the year of over $116 million. • Generated $174.6 million in cash flow from operations for the year ended December 31, 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. 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 32 12 39 29 15 8 10 27 11 21 44 Store Names # of Locations1 1) Owned and shadow anchors. 2) Includes T.J. Maxx, Marshalls and HomeGoods stores. 2 Best Buy 3.3% TJX Companies 2.4% Rite Aid 2.4% Stop & Shop 2.3% Ross Dress For Less 2.1% Home Depot 2.1% Bed Bath & Beyond 2.1% PetSmart 2.0% 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* 3/12 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 3.9 MSF 10.7 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 27% Neighborhood Center 10% Power Center 44% Lifestyle Center 9% Single User 10% w w w . i n l a n d w e s t e r n . c o m

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 12/31/11 9/30/11 6/30/11 3/31/11 Net loss attributable to Company shareholders $ (13,837) $ (5,023) $ (13,724) $ (40,025) Add: Deprection and amortization 61,797 63,549 64,389 65,447 Add: Provision for impairment of investment properties 8,288 1,379 1,523 32,747 Less: Gain on sales of investment properties (7,566) (13,626) (6,104) (6,119) Less: Noncontrolling interests’ share of depreciation related to consolidated joint ventures (178) (132) (96) (584) Funds from operations $ 48,504 $ 46,147 $ 48,988 $ 51,466 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 37,253 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% 3.5% Cash Flows From Operations Gross Distributions 1) Excludes month-to-month leases. (Square Feet) Multi-Tenant Single Tenant 5.4% Average 7.7% 3.7% 7.2% 9.2% 11.0% 8.9% 13.3% 6.7% 6.2% 5.1% MORTGAGE DEBT MATURITY SCHEDULE Debt maturities represent amounts due at maturity, which have been reduced by regularly scheduled monthly amortization payments and exclude net mortgage premium of $10.9 million and net mortgage discount of $2.0 million as of 12/31/11. 1) Mortgage debt status is as of 2/22/12. The 2012 maturities include $51.8 million of mortgages payable that had matured as of 12/31/11. 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) 12/31/11 9/30/11 6/30/11 3/31/11 Funds from Operations1 $ 48,504 $ 46,147 $ 48,988 $ 51,466 Cash Flow From Operations $ 46,220 $ 43,376 $ 53,156 $ 31,855 Distribitions Declared2 31,445 30,738 30,031 28,433 Excess $ 14,775 $ 12,638 $ 23,125 $ 3,422 Paid, Refinanced, Extended & Forgiven 20121 2013 2014 2015 $1,000,000 $800,000 $600,000 $400,000 $200,000 $0 Debt ($000s) Under Application / Unencumbered Pool Remaining to be Addressed