**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**(Amendment No. 1)**

 

**x****     ****Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

 

**For The Fiscal Year Ended December 31, 2011**

 

**or**

 

**o****        ****Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

 

**For the transition period from                       to                      **

 

**Commission File Number 001-32185**

 

  **INLAND REAL ESTATE CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Maryland**                      | ** ** | **36-3953261**                       |
|-----------------------------------|------------|--------------------------------------|
| (State or other jurisdiction      |       | (I.R.S. Employer Identification No.) |
| of incorporation or organization) |       |                                 |

 

| **2901 Butterfield Road,   Oak Brook, Illinois** | ** ** | **60523**  |
|--------------------------------------------------|------------|------------|
| (Address of principal executive   offices)       |       | (Zip code) |

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 
| **Title of each class:**                 | ** ** | **Name of each exchange on which registered:** |
|---------------------------------------------------------|------------|------------------------------------------------------------------------------|
| Common Stock, $0.01 par value                           |       | New York Stock Exchange                                                      |
| 8.125% Series A Cumulative Redeemable   Preferred Stock |       | New York Stock Exchange                                                      |

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class:

**None**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  **o******No  **x**

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  **o******No  **x**

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  **x******No  **o**

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  **x******No  **o**

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. **o**

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One):

 

| Large accelerated filer **x**                   |   | Accelerated   filer**o**         |
|-------------------------------------------------|--------|----------------------------------|
|                                            |   |                             |
| Non-accelerated   filer **o**                   |   | Smaller   reporting company**o** |
| (do not   check if a smaller reporting company) |   |                             |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  **o**** **No **x**

 

As of June 30, 2011, the aggregate market value of the shares of common stock held by non-affiliates of the registrant was $680,103,341.

 

As of February 28, 2012 there were 89,030,851 shares of common stock outstanding.

 

Documents Incorporated by Reference:  Portions of the registrant’s proxy statement for the annual stockholders meeting to be held in 2012 are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.

 

 

 

----

 

**EXPLANATORY NOTE**

 

We are filing this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 27, 2012 (the “Original Filing”), for the purpose of correcting certain dates set forth in the first paragraph of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm on Internal Controls Over Financial Reporting in Item 8, “Financial Statements and Supplementary Data.”  This Amendment also amends Item 15, “Exhibits, Financial Statement Schedules” to correct the dates set forth in the description of Exhibit 10.1, to provide a searchable version of Exhibit 10.4 and to delete Exhibits 10.3 and 10.5.  In addition, in connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended, we are including with this Amendment currently dated certifications.

 

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

 

**Part II**

 

**Item 7.****          ****Management’s Discussion and Analysis of Financial Condition and Results of Operations**

 

Item 7 of the Original Filing is hereby amended by deleting the first paragraph thereof and inserting the following paragraph in its place.

 

*Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K (including documents incorporated herein by reference) constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 as amended and the Federal Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements that do not reflect historical facts and instead reflect our management’s intentions, beliefs, expectations, plans or predictions of the future.  Forward-looking statements can often be identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” Examples of forward-looking statements include, but are not limited to, statements that describe or contain information related to matters such as management’s intent, belief or expectation with respect to our financial performance, investment strategy or our portfolio, our ability to address debt maturities, our cash flows, our growth prospects, the value of our assets, our joint venture commitments and the amount and timing of anticipated future cash distributions. Forward-looking statements reflect the intent, belief or expectations of our management based on their knowledge and understanding of the business and industry and their assumptions, beliefs and expectations with respect to the market for commercial real estate, the U.S. economy and other future conditions. These statements are not guarantees of future performance, and investors should not place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under Item 1A “Risk Factors” in this Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2012 as they may be revised or supplemented by us in subsequent Reports on Form 10-Q and other filings with the SEC.  Among such risks, uncertainties and other factors are market and economic challenges experienced by the U.S. economy or real estate industry as a whole, including dislocations and liquidity disruptions in the credit markets; the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; competition for real estate assets and*

 

2

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*tenants; impairment charges; the availability of cash flow from operating activities for distributions and capital expenditures; our ability to refinance maturing debt or to obtain new financing on attractive terms; future increases in interest rates; actions or failures by our joint venture partners, including development partners; and factors that could affect our ability to qualify as a real estate investment trust. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.*

 

**Item 8.  Financial Statements and Supplementary Data**

 

Item 8 of the Original Filing is hereby amended by deleting the Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm on Internal Controls Over Financial Reporting and inserting the following reports in their place.

 

**Report of Independent Registered Public Accounting Firm**

 

The Board of Directors and Stockholders

Inland Real Estate Corporation:

 

We have audited the accompanying consolidated balance sheets of Inland Real Estate Corporation (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of operations and other comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2011. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Inland Real Estate Corporation as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),  the Company’s internal control over financial reporting as of December 31, 2011, based on criteria established in *Internal Control — Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2012 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

 

/s/ KPMG LLP

Chicago, Illinois

February 27, 2012

 

3

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** **

**Part IV**

 

**Item 15.  Exhibits, Financial Statement Schedules**

 
| (a)(1) | Financial Statements:          |
|--------|--------------------------------|
|   |                           | Report   of Independent Registered Public Accounting Firm |
|   |                           | Report of Independent Registered Public   Accounting Firm on Internal Control over Financial Reporting |
|   |                           | Consolidated Balance Sheets   December 31, 2011 and 2010 |
|   |                           | Consolidated Statements of Operations and   Other Comprehensive Income for the years ended December 31, 2011, 2010   and 2009 |
|   |                           | Consolidated Statements of Equity for the   years ended December 31, 2011, 2010 and 2009 |
|   |                           | Consolidated Statements of Cash Flows for   the years ended December 31, 2011, 2010 and 2009 |
|   |                           | Notes to Consolidated Financial Statements |
|   |                           |   |
| (a)(2) | Financial Statement Schedules: |
|   |                           | Real Estate and Accumulated Depreciation   (Schedule III) |
|   |                           |   |
|   |                           | All financial statements schedules other   than those filed herewith have been omitted as the required information is   not applicable or the information is presented in the financial statements or   related notes. |
|   |                           |   |
| (a)(3) | Exhibits:                      |
|   |                           | The exhibits filed herewith are set forth on   the Exhibit Index included with this Amendment No. 1 to the Annual   Report on Form 10-K. |

 

4

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) 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 REAL ESTATE CORPORATION**

 

 
|   | /s/ MARK E. ZALATORIS                                                  |   |
|--------|------------------------------------------------------------------------|--------|
| By:    | Mark E. Zalatoris                                                      |   |
| Title: | President and Chief Executive Officer    (principal executive officer) |   |
| Date:  | February 28, 2012                                                 |   |

 

5

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** **

**EXHIBIT INDEX**

 

The following exhibits are filed as part of this Amendment No. 1 to the Annual Report on Form 10-K or incorporated by reference herein:

 
| **Item No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **        | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 3.1               |       | Fourth Articles of Amendment and Restatement   of the Registrant (*)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.2               |       | Articles Supplementary designating the   Company’s 8.125% Series A Cumulative Redeemable Preferred Stock, $0.01   par value per share (*)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.3               |       | Amended and Restated Bylaws of the   Registrant effective April 23, 2010 (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.1               |       | Specimen Stock Certificate (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2               |       | Dividend Reinvestment Plan of the Registrant   (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.3               |       | 5.0% Convertible Senior Notes due 2029,   dated August 10, 2010 between Inland Real Estate Corporation and Wells   Fargo Bank, National Association, as trustee (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4               |       | Form of 5.0% Convertible Senior Note   due 2029 (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1              |       | Fourth Amended and Restated Credit   Agreement, dated as of June 24, 2010, among Inland Real Estate   Corporation, as borrower and KeyBank National Association as administrative   agent, Keybanc Capital Markets, Wells Fargo Securities, LLC (f/k/a Wachovia   Capital Markets, LLC and Banc of America Securities, LLC as co-lead   arrangers, Wells Fargo Bank, National Association and Bank of America, N.A.   as co-syndication agents and RBS Citizens, National Association (d/b/a   Charter One) and BMO Capital Markets as co-documentation agents and the   several lenders from time to time parties hereto as lenders (6) |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2              |       | 2005 Equity Award Plan (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.3              |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.4              |       | Operating Agreement, dated as of October 8,   2004, among Inland Real Estate Corporation, The New York State Teachers’   Retirement System, by and through its designated advisor, Morgan Stanley Real   Estate Advisor, Inc., and IN Retail Manager, L.L.C. (**)                                                                                                                                                                                                                                                                                                                                                                   |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.5              |       | Intentionally omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.6              |       | First Amendment to Operating Agreement of IN   Retail Fund, L.L.C., dated as of September 28, 2011, among Inland Real   Estate Corporation, The New York State Teachers’ Retirement System and IN   Retail Manager, L.L.C. (*)                                                                                                                                                                                                                                                                                                                                                                                                      |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.7              |       | Second Amendment to Operating Agreement of   IN Retail Fund, L.L.C., dated as of December 20, 2011, among Inland Real   Estate Corporation, The New York State Teachers’ Retirement System and IN   Retail Manager, L.L.C. (*)                                                                                                                                                                                                                                                                                                                                                                                                      |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.8              |       | Property Acquisition Agreement, dated as of   November 1, 2004, by and between Inland Real Estate   Acquisitions, Inc. and Inland Real Estate Corporation (10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

6

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| 10.9   |   | Employment Agreement between Inland Real   Estate Corporation and Mark Zalatoris, effective as of January 1, 2011   (11)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.10  |   | Employment Agreement between Inland Real   Estate Corporation and Brett A. Brown, effective as of January 1, 2011   (12)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.11  |   | Employment Agreement between Inland Real   Estate Corporation and D. Scott Carr, effective as of January 1, 2011   (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.12  |   | Employment Agreement between Inland Real   Estate Corporation and Beth Sprecher Brooks, effective as of January 1,   2011 (14)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.13  |   | Employment Agreement between Inland Real   Estate Corporation and William W. Anderson, effective as of January 1,   2011 (15)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.14  |   | Software and Consulting Shared Services   Agreement, dated February 13, 2006, among Inland Computer   Services, Inland Retail Real Estate Trust, Inc., Inland   Western Retail Real Estate Trust, Inc., Inland Real Estate   Corporation, Inland American Real Estate Trust, Inc., Inland   Holdco Management LLC and Inland American Holdco Management LLC (16)                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.15  |   | Operating Agreement of Oak Property and   Casualty LLC, dated as of October 1, 2006, among Inland Real Estate   Corporation, Inland Retail Real Estate Trust, Inc., Inland   Western Retail Real Estate Trust, Inc., Inland American Real Estate   Trust, Inc. and Inland Risk and Insurance Management Services, Inc.   (17)                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.16  |   | Oak Property and Casualty LLC Membership   Participation Agreement, dated as of October 1, 2006, among Inland Real   Estate Corporation, Inland Retail Real Estate   Trust, Inc., Inland Western Retail Real Estate   Trust, Inc., Inland American Real Estate Trust, Inc. and   Inland Risk and Insurance Management Services, Inc. (18)                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.17  |   | Articles of Association of Oak Real Estate   Association, dated as of October 1, 2006, among Inland Real Estate   Corporation, Inland Retail Real Estate Trust, Inc., Inland   Western Retail Real Estate Trust, Inc., Inland American Real Estate   Trust, Inc. and Inland Risk and Insurance Management Services, Inc.   (19)                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.18  |   | Agreement for the Contribution of Limited   Liability Company Interests, dated as of October 10, 2006, among Inland   Real Estate Corporation, Inland Venture Corporation and IRC-IREX Venture   LLC (20)                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.19  |   | Amended and Restated Term Loan Agreement,   dated as of June 24, 2010, among Inland Real Estate Corporation, as   borrower and KeyBank National Association as administrative agent, KeyBanc   Capital Markets, Wells Fargo Securities, LLC (f/k/a Wachovia Capital Markets,   LLC and Banc of America Securities, LLC as co-lead arrangers, Wells Fargo   Bank, National Association and Bank of America, N.A. as co-syndication agents   and RBS Citizens, National Association (d/b/a Charter One) and BMO Capital   Markets as co-documentation agents and the several lenders from time to time   parties hereto as lenders (21) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.20  |   | Limited Liability Company Agreement of   IRC-IREX Venture II LLC, dated as of May 7, 2009, among Inland Exchange   Venture Corporation and Inland Real Estate Exchange Corporation (22)                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.21  |   | Sales Agency Agreement dated   November 10, 2009, by and between Inland Real Estate Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

7

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|   |   | and BMO Capital Markets Corp. (23)                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.22  |   | Underwriting Agreement dated May 12,   2009 among Inland Real Estate Corporation and Merrill Lynch, Pierce,   Fenner & Smith Incorporated and Wachovia Capital Markets, LLC as   representatives of the several underwriters named in Schedule A thereto (24)                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.23  |   | Limited Liability Company Agreement of   IRC-IREX Venture LLC, dated as of September 5, 2006, among Inland   Venture Corporation and Inland Real Estate Exchange Corporation (25)                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.24  |   | Limited Partnership Agreement of INP Retail   L.P., dated as of June 3, 2010, among Inland Real Estate Corporation,   Stichting Depositary PGGM Private Real Estate Fund, a Dutch foundation,   acting in its capacity as depositary of and for the account and risk of PGGM   Private Real Estate Fund, a Dutch fund for the joint account of the   participants and INP Retail Management Company, LLC (26) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.25  |   | Dealer-Manager Agreement, dated as of   June 29, 2010, by and between Macquarie Capital (USA) Inc. (27)                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.26  |   | First Amendment to the Limited Liability   Company Agreement of IRC-IREX Venture II, LLC, dated as of January 1,   2011 (28)                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.27  |   | Second Amendment to Amended and Restated   Term Loan Agreement dated as of March 11, 2011, by and among Inland Real   Estate Corporation as Borrower, KeyBank National Association, individually   and as Administrative Agent and the Lenders (29)                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.28  |   | Second Amendment to Fourth Amended and   Restated Credit Agreement dated as of March 11, 2011, by and among   Inland Real Estate Corporation as Borrower, KeyBank National Association,   individually and as Administrative Agent and the Lenders (30)                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.29  |   | Third Amendment to Amended and Restated Term   Loan Agreement dated as of June 23, 2011, by and among Inland Real   Estate Corporation as Borrower, KeyBank National Association, individually   and as Administrative Agent and the Lenders (31)                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.30  |   | Third Amendment to Fourth Amended and   Restated Credit Agreement dated as of June 23, 2011, by and among Inland   Real Estate Corporation as Borrower, KeyBank National Association,   individually and as Administrative Agent and the Lenders (32)                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.31  |   | Purchase Agreement, dated September 29,   2011, by and among Inland Real Estate Corporation, on the one hand, and Wells   Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith   Incorporated, as representatives of the several Underwriters listed on   Schedule A attached thereto, on the other hand (33)                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.32  |   | Unsecured Loan Agreement dated as of   November 15, 2011 by and among Inland Real Estate Corporation as   Borrower and Wells Fargo Bank National Association as Lender (34)                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.33  |   | Promissory Note, dated as of   November 15, 2011, between Inland Real Estate Corporation as Borrower   and Wells Fargo Bank National Association as Lender (35)                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.34  |   | Repayment Guaranty, dated as of   November 15, 2011, by the subsidiary guarantors identified on the   signature page thereto, in favor of Wells Fargo Bank, National   Association (36)                                                                                                                                                                                                                  |

 

8

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| 14.1   |   | Code of Ethics (37)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 21.1   |   | Subsidiaries of the Registrant (*)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 23.1   |   | Consent of KPMG LLP, dated February 27,   2012 (*)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 31.1   |   | Certification of Principal Executive Officer   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (**)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 31.2   |   | Certification of Principal Financial Officer   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (**)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 32.1   |   | Certification of Principal Executive Officer   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (**)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 32.2   |   | Certification of Principal Financial Officer   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (**)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.1   |   | Lock-Up Agreement between Inland Real Estate   Corporation and Daniel L. Goodwin, Inland Real Estate Investment   Corporation, The Inland Group, Inc. and Inland Investment Stock Holding   Company, dated May 9, 2007 (38)                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 101    |   | The following financial information from our   Annual Report on Form 10-K for the year ended December 31, 2011,   filed with the Securities and Exchange Commission on February 27, 2012,   is formatted in Extensible Business Reporting Language (“XBRL”):   (i) Consolidated Balance Sheets, (ii) Consolidated Statements of   Operations and Other Comprehensive Income, (iii) Consolidated Statements   of Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to   Consolidated Financial Statements (tagged as blocks of text). (*)(39) |

 

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| (1)    |   | Incorporated by reference to   Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated   April 23, 2010, as filed by the Registrant with the Securities and   Exchange Commission on April 30, 2010 (file number 001-32185).                     |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                               |
| (2)    |   | Incorporated by reference to   Exhibit 4.2 to the Registrant’s Post-Effective Amendment No. 1 to   Form S-3 Registration Statement, as filed by the Registrant with the   Securities and Exchange Commission on July 30, 2004 (file number   333-107077). |
|   |   |                                                                                                                                                                                                                                                                               |
| (3)    |   | Incorporated by reference to the   Registrant’s Form S-3 Registration Statement, as filed by the Registrant   with the Securities and Exchange Commission on July 15, 2009 (file   number 333-160582).                                                              |
|   |   |                                                                                                                                                                                                                                                                               |
| (4)    |   | Incorporated by reference to Exhibit 4.1   to the Registrant’s Current Report on Form 8-K, as filed by the   Registrant with the Securities and Exchange Commission on August 16,   2010 (file number 001-32185)                                               |
|   |   |                                                                                                                                                                                                                                                                               |
| (5)    |   | Incorporated by reference to Exhibit A   of Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   August 16, 2010 (file number 001-32185)                             |
|   |   |                                                                                                                                                                                                                                                                               |
| (6)    |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   June 28, 2010 (file number 001-                                                      |

 

9

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|   |   | 32185)                                                                                                                                                                                                                                                                                              |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                |
| (7)    |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated   June 23, 2005, as filed by the Registrant with the Securities and   Exchange Commission on June 28, 2005 (file number 001-32185).                                       |
|   |   |                                                                                                                                                                                                                                                                                                |
| (8)    |   | Intentionally omitted.                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                |
| (9)    |   | Intentionally omitted.                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                |
| (10)   |   | Incorporated by reference to   Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for   the quarterly period ended September 30, 2004, as filed by the   Registrant with the Securities and Exchange Commission on November 9,   2004 (file number 001-32185). |
|   |   |                                                                                                                                                                                                                                                                                                |
| (11)   |   | Incorporated by reference to Exhibit 10.1   to the Registrant’s Current Report on Form 8-K, as filed by the   Registrant with the Securities and Exchange Commission on May 5, 2011   (file number 001-32185).                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                |
| (12)   |   | Incorporated by reference to   Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   May 5, 2011 (file number 001-32185).                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                |
| (13)   |   | Incorporated by reference to   Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   May 5, 2011 (file number 001-32185).                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                |
| (14)   |   | Incorporated by reference to   Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on May 5,   2011 (file number 001-32185).                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                |
| (15)   |   | Incorporated by reference to   Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   May 5, 2011 (file number 001-32185).                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                |
| (16)   |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for   the quarterly period ended September 30, 2006, as filed by the   Registrant with the Securities and Exchange Commission on November 6,   2006 (file number 001-32185). |
|   |   |                                                                                                                                                                                                                                                                                                |
| (17)   |   | Incorporated by reference to   Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for   the quarterly period ended September 30, 2006, as filed by the   Registrant with the Securities and Exchange Commission on November 6,   2006 (file number 001-32185). |
|   |   |                                                                                                                                                                                                                                                                                                |
| (18)   |   | Incorporated by reference to   Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for   the quarterly period ended September 30, 2006, as filed by the   Registrant with the Securities and Exchange Commission on November 6,   2006 (file number 001-32185). |
|   |   |                                                                                                                                                                                                                                                                                                |
| (19)   |   | Incorporated by reference to   Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for   the quarterly period ended September 30, 2006, as filed by the   Registrant with the Securities and Exchange Commission on November 6,   2006 (file number 001-32185). |
|   |   |                                                                                                                                                                                                                                                                                                |
| (20)   |   | Incorporated by reference to   Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for   the                                                                                                                                                                              |

 

10

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|   |   | quarterly period ended September 30, 2006,   as filed by the Registrant with the Securities and Exchange Commission on   November 6, 2006 (file number 001-32185).                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                  |
| (21)   |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   June 9, 2010 (file number 001-32185)                                    |
|   |   |                                                                                                                                                                                                                                                                  |
| (22)   |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, as   filed by the Registrant with the Securities and Exchange Commission on May 7,   2009 (file number 001-32185)                                  |
|   |   |                                                                                                                                                                                                                                                                  |
| (23)   |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated   November 10, 2009, as filed by the Registrant with the Securities and   Exchange Commission on November 10, 2009 (file number 001-32185). |
|   |   |                                                                                                                                                                                                                                                                  |
| (24)   |   | Incorporated by reference to   Exhibit 1.1 to the Registrant’s Current Report on Form 8-K dated   May 12, 2009, as filed by the Registrant with the Securities and   Exchange Commission on May 12, 2009 (file number 001-32185).            |
|   |   |                                                                                                                                                                                                                                                                  |
| (25)   |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated   September 5, 2006, as filed by the Registrant with the Securities and   Exchange Commission on September 7, 2006 (file number 001-32185). |
|   |   |                                                                                                                                                                                                                                                                  |
| (26)   |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   June 9, 2010 (file number 001-32185).                                   |
|   |   |                                                                                                                                                                                                                                                                  |
| (27)   |   | Incorporated by reference to   Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   June 29, 2010 (file number 001-32185)                                    |
|   |   |                                                                                                                                                                                                                                                                  |
| (28)   |   | Incorporated by reference to   Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K, as filed   by the Registrant with the Securities and Exchange Commission on   February 28, 2011 (file number 001-32185)                              |
|   |   |                                                                                                                                                                                                                                                                  |
| (29)   |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   March 17, 2011 (file number 001-32185)                                  |
|   |   |                                                                                                                                                                                                                                                                  |
| (30)   |   | Incorporated by reference to   Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   March 17, 2011 (file number 001-32185)                                  |
|   |   |                                                                                                                                                                                                                                                                  |
| (31)   |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   June 29, 2011 (file number 001-32185)                                   |
|   |   |                                                                                                                                                                                                                                                                  |
| (32)   |   | Incorporated by reference to   Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   June 29, 2011 (file number 001-32185)                                   |

 

11

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| (33)   |   | Incorporated by reference to   Exhibit 1.1 to the Registrant’s Current Report on Form 8-K dated   September 29, 2011, as filed by the Registrant with the Securities and   Exchange Commission on October 5, 2011 (file number 001-32185)                                                                                                                                                                                                                                             |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (34)   |   | Incorporated by reference to   Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   November 21, 2011 (file number 001-32185)                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (35)   |   | Incorporated by reference to   Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as   filed by the Registrant with the Securities and Exchange Commission on   November 21, 2011 (file number 001-32185)                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (36)   |   | Incorporated by reference to   Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, as filed   by the Registrant with the Securities and Exchange Commission on   November 21, 2011 (file number 001-32185)                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (37)   |   | Incorporated by reference to   Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the   fiscal year ended December 31, 2003, as filed by the Registrant with the   Securities and Exchange Commission on March 15, 2004 (file number   000-28382).                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (38)   |   | Incorporated by reference to   Exhibit 99.1 to the Registrant’s Quarterly Report on Form 10-Q for   the quarter period ended March 31, 2007, as filed by the Registrant with   the Securities and Exchange Commission on May 10, 2007 (file number   001-32185).                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (39)   |   | The XBRL related information in   Exhibit 101 to this Annual Report on Form 10-K shall not be deemed   “filed” for purposes of Section 18 of the Securities and Exchange Act of   1934, as amended, or otherwise subject to liability of that section and shall   not be incorporated by reference into any filing or other document pursuant   to the Securities Act of 1933, as amended, except as shall be expressly set   forth by specific reference in such filing or document. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (*)    |   | Filed as part of the Original Filing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (**)   |   | Filed as part of this Amendment No. 1 to the   Annual Report on Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

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