Mail Stop 4561
April 26, 2006
Mr. Steven P. Grimes
Principal Financial Officer
Inland Western Retail Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
Re: Inland Western Retail Real Estate Trust, Inc.
Form 10-K for the year ended December 31, 2005
File No. 000-51199
Dear Mr. Grimes:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. As indicated, we think you should
revise
your document in future filings in response to these comments. If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the year ended December 31, 2005
Cover Page, page 1
1. We note that you have indicated by check mark that you are a
well-
known seasoned issuer, as defined in Rule 405 of the Securities
Act.
It is unclear to us how you determined that you meet the
definition
of a well-known seasoned issuer. Please advise or confirm that
you
do not meet this status and that you will adjust your indication
of
such status, as appropriate, in future filings.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Capital Resources, pages 31 to 32
2. It appears that your distributions declared exceeded cash
provided
by operations during each historical period. Please revise your
disclosure to quantify the deficiency and adequately explain how
the
deficiency was funded in each period.
3. We note your disclosure of Total Cash Available Before
Distributions. We believe this measure is a non-GAAP measure. In
future filings, please expand your disclosure to meet the
requirements under Item 10(e) of Regulation S-K for non-GAAP
measures. Additionally, please apply this comment to the
disclosure
of this same measure on page 22 of your filing.
Contractual Obligations, page 36
4. Revise your disclosure in future filings to address purchase
obligations pursuant to Item 303 of Regulation S-K. Please
clarify
whether obligations to related parties for advisor asset
management
fees and property management fees will be included within your
chart
or whether you will add appropriate disclosure for such
obligations.
Organization and Basis of Accounting, page 53
5. We note that your have consolidated certain assets where your
ownership interest exceeded 50% and where your joint venture
partner
is exclusively entitled to the economic benefits of these assets.
Your disclosure indicates that you consider these assets
restricted.
In addition, we note that you have other unconsolidated joint
venture
assets, disclosed on page 66, in which you consider the assets
restricted for the similar purposes. Please help us to understand
your business purpose for entering into joint venture agreements
where you hold significant ownership interest and yet have no
interest in the economic benefits from the investment. In the
case
of the consolidated joint ventures, please advise us of how you
account for the operations of these joint ventures within the
consolidated statements of operations.
Summary of Significant Accounting Policies
Real Estate, page 55
6. We note the significant level of acquisitions made and request
that you apply the requirements of paragraph 54 of SFAS 141, as
appropriate, in future filings.
Partially-owned Entities, page 56
7. We note your disclosure that you consolidate entities (in the
absence of other factors when determining control) when you own
over
50% of the voting shares of another entity. We further note from
your disclosure of unconsolidated joint ventures on page 66 that
you
do have at least one instance where you have not consolidated an
entity where your ownership interest exceeded 50%. Please advise
us
how you determined not to consolidate the joint venture entity in
which you own a 66.67% interest and expand your policy disclosure
in
future filings to further disclose the type of circumstances under
which you will not consolidate an entity in which you have a
majority
ownership interest.
Transactions with Affiliates, pages 59 to 61
8. We note your disclosure of the offering costs incurred and do
not
understand why such amounts do no agree with those amounts
reported
on the consolidated statements of stockholders` equity. Please
advise.
9. We note your disclosures concerning Inland American Real Estate
Trust, Inc., an affiliate. Please tell us if you have determined
whether or not Inland American Real Estate Trust, Inc. is a
variable
interest entity and, if so, how you evaluated this entity under
FIN46R. Additionally, help us to understand how you have
accounted
for the arrangement whereby Inland Western Retail Real Estate
Trust,
Inc. guarantees financings for Inland American Real Estate Trust,
Inc. under FIN 45.
Marketable Securities, page 61
10. We note from the table that unrealized losses on available for
sale securities totaled $3,898,000. Please help us to understand
why
this amount does not agree to the loss of $1,404,000 reported on
page
48 given that all unrealized losses appear to relate to securities
held less than 12 months.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please file your cover
letter
on EDGAR. Please understand that we may have additional comments
after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Howard Efron, Staff Accountant, at (202) 551-
3439 or me at (202) 551-3403 if you have questions regarding
comments
on the financial statements and related matters.
Sincerely,
Steven Jacobs
Branch Chief
Mr. Steven P.Grimes
Inland Western Retail Real Estate Trust, Inc.
April 26, 2006
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