** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**(Amendment No. 2)**

 

**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   filero         |
|-------------------------------------------------|--------|------------------------------|
|                                            |   |                         |
| Non-accelerated   filer o                       |   | Smaller   reporting companyo |
| (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. 2 (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”) and as amended by Amendment No. 1, as filed with the Securities and Exchange Commission on February 28, 2012 (the “First Amendment”).  This Amendment is being filed for the purpose of amending Item 8, “Financial Statements and Supplementary Data” to include the Report of Independent Registered Public Accounting Firm on Internal Controls Over Financial Reporting, which was inadvertently omitted from the First Amendment.  This Amendment also amends Item 15, “Exhibits, Financial Statement Schedules” to incorporate a revised Exhibit Index.  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 or the First Amendment. 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.

 

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

 

Item 8 of the Original Filing is hereby amended by the addition of the following report.

 

**Report of Independent Registered Public Accounting Firm**

 

The Board of Directors and Stockholders

Inland Real Estate Corporation:

 

We have audited Inland Real Estate Corporation’s (the Company) 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). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

 

2

----

 

and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the Company maintained, in all material respects, effective 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.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of 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, and our report dated February 27, 2012 expressed an unqualified opinion on those consolidated financial statements.

 

/s/ KPMG LLP

Chicago, Illinois

February 27, 2012

 

3

----

 

**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. 2 to   the Annual Report on Form 10-K.                                                                |

 

4

----

 

**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

----

 

**EXHIBIT INDEX**

 

The following exhibits are filed as part of this Amendment No. 2 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. (*)                                                                                                                                                                                                                                                                                                                                                                                                      |

 

6

----

 
| 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)                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                          |
| 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)                                                                                                                                                                                           |

 

7

----

 
| 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 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                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

8

----

 
|   |   | 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)                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 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                                                                                                                          |

 

9

----

 
|   |   | 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) |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

----

| (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 001-32185)                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                |
| (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).                                                                  |

 

10

----

 
| (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 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)                                                                |

 

11

----

 
| (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)                                   |
|   |   |                                                                                                                                                                                                                                                                  |
| (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)    |

 

12

----

 
| (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 Amendment No. 1 to the   Annual Report on Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (***)  |   | Filed as part of this Amendment No. 2   to the Annual Report on Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

13

----