SITE Centers Corp. (Form: 10-Q, Received: 07/29/2021 08:05:34)

SITE CENTERS CORP.

/s/ Christa A. Vesy

Christa A. Vesy

Executive Vice President
and Chief Accounting Officer
(Authorized Officer)

Date: July 29, 2021

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐	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 1-11690

SITE Centers Corp.

(Exact name of registrant as specified in its charter)

Ohio		34-1723097
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3300 Enterprise Parkway

Beachwood, OH

44122

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (216) 755-5500

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, Par Value $0.10 Per Share	SITC	New York Stock Exchange

Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value	SITC PRA	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of July 26, 2021, the registrant had 211,040,251 shares of common stock, $0.10 par value per share, outstanding.

SITE Centers Corp.

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED June 30, 2021

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited
	Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	2
	Consolidated Statements of Operations for the Three Months Ended June 30, 2021 and 2020	3
	Consolidated Statements of Operations for the Six Months Ended June 30, 2021 and 2020	4
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2021 and 2020	5
	Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2021 and 2020	6
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	37

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

SIGNATURES		40

SITE Centers Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)

	June 30, 2021			December 31, 2020
Assets
Land	$	961,551		$	953,556
Buildings		3,510,342			3,488,499
Fixtures and tenant improvements		526,902			509,866
		4,998,795			4,951,921
Less: Accumulated depreciation		(1,497,861	)		(1,427,057	)
		3,500,934			3,524,864
Construction in progress and land		43,392			37,467
Total real estate assets, net		3,544,326			3,562,331
Investments in and advances to joint ventures, net		75,097			77,297
Investment in and advances to affiliate		190,070			190,035
Cash and cash equivalents		57,945			69,742
Restricted cash		3,206			4,672
Accounts receivable		61,984			73,517
Other assets, net		120,830			130,690
	$	4,053,458		$	4,108,284
Liabilities and Equity
Unsecured indebtedness:
Senior notes, net	$	1,450,691		$	1,449,613
Term loan, net		99,723			99,635
Revolving credit facilities		—			135,000
		1,550,414			1,684,248
Mortgage indebtedness, net		248,008			249,260
Total indebtedness		1,798,422			1,933,508
Accounts payable and other liabilities		209,757			215,109
Dividends payable		28,248			14,844
Total liabilities		2,036,427			2,163,461
Commitments and contingencies
SITE Centers Equity
Class A—6.375% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 350,000 shares issued and outstanding at June 30, 2021 and December 31, 2020		175,000			175,000
Class K—6.25% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 300,000 shares issued and outstanding at December 31, 2020		—			150,000
Common shares, with par value, $0.10 stated value; 300,000,000 shares authorized; 211,039,597 and 193,995,499 shares issued at June 30, 2021 and December 31, 2020, respectively		21,104			19,400
Additional paid-in capital		5,940,528			5,705,164
Accumulated distributions in excess of net income		(4,123,347	)		(4,099,534	)
Deferred compensation obligation		4,484			5,479
Accumulated other comprehensive loss		—			(2,682	)
Less: Common shares in treasury at cost: 221,296 and 898,267 shares at June 30, 2021 and December 31, 2020, respectively		(4,311	)		(11,319	)
Total SITE Centers shareholders' equity		2,013,458			1,941,508
Non-controlling interests		3,573			3,315
Total equity		2,017,031			1,944,823
	$	4,053,458		$	4,108,284

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)

	Three Months
	Ended June 30,
	2021			2020
Revenues from operations:
Rental income	$	126,230		$	98,079
Fee and other income		9,238			9,492
		135,468			107,571
Rental operation expenses:
Operating and maintenance		19,422			16,519
Real estate taxes		19,535			17,348
General and administrative		12,425			13,502
Depreciation and amortization		47,217			40,873
		98,599			88,242
Other income (expense):
Interest expense		(19,136	)		(19,811	)
Other (expense) income, net		(324	)		2,938
		(19,460	)		(16,873	)
Income before earnings from equity method investments and other items		17,409			2,456
Equity in net income (loss) of joint ventures		4,850			(1,513	)
Reserve of preferred equity interests, net		—			(4,878	)
Loss on sale of joint venture interest		—			(128	)
Gain on disposition of real estate, net		218			2
Income (loss) before tax expense		22,477			(4,061	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(490	)		(342	)
Net income (loss)	$	21,987		$	(4,403	)
Income attributable to non-controlling interests, net		(118	)		(210	)
Net income (loss) attributable to SITE Centers	$	21,869		$	(4,613	)
Write-off of preferred share original issuance costs		(5,156	)		—
Preferred dividends		(2,945	)		(5,133	)
Net income (loss) attributable to common shareholders	$	13,768		$	(9,746	)

Per share data:
Basic	$	0.06		$	(0.05	)
Diluted	$	0.06		$	(0.05	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)

	Six Months
	Ended June 30,
	2021			2020
Revenues from operations:
Rental income	$	246,120		$	210,608
Fee and other income		17,487			26,273
		263,607			236,881
Rental operation expenses:
Operating and maintenance		39,638			34,999
Real estate taxes		39,199			35,005
Impairment charges		7,270			—
General and administrative		29,820			24,878
Depreciation and amortization		92,777			83,866
		208,704			178,748
Other income (expense):
Interest expense		(38,531	)		(40,398	)
Other expense, net		(690	)		(10,986	)
		(39,221	)		(51,384	)
Income before earnings from equity method investments and other items		15,682			6,749
Equity in net income of joint ventures		9,235			658
Reserve of preferred equity interests, net		—			(22,935	)
Gain on sale of joint venture interest		13,908			45,553
Gain on disposition of real estate, net		198			775
Income before tax expense		39,023			30,800
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(855	)		(575	)
Net income	$	38,168		$	30,225
Income attributable to non-controlling interests, net		(291	)		(505	)
Net income attributable to SITE Centers	$	37,877		$	29,720
Write-off of preferred share original issuance costs		(5,156	)		—
Preferred dividends		(8,078	)		(10,266	)
Net income attributable to common shareholders	$	24,643		$	19,454

Per share data:
Basic	$	0.12		$	0.10
Diluted	$	0.12		$	0.10

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited; in thousands)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2021			2020			2021			2020
Net income (loss)	$	21,987		$	(4,403	)	$	38,168		$	30,225
Other comprehensive income:
Foreign currency translation, net		—			292			(1	)		(493	)
Reclassification adjustment for foreign currency translation included in net income		—			—			2,683			—
Change in cash flow hedges reclassed to earnings		—			—			—			1,172
Total other comprehensive income		—			292			2,682			679
Comprehensive income (loss)	$	21,987		$	(4,111	)	$	40,850		$	30,904
Total comprehensive income attributable to non-controlling interests		(118	)		(210	)		(291	)		(505	)
Total comprehensive income (loss) attributable to SITE Centers	$	21,869		$	(4,321	)	$	40,559		$	30,399

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands)

	SITE Centers Equity

	Preferred Shares			Common Shares		Additional Paid-in Capital			Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation			Accumulated Other Comprehensive (Loss) Income			Treasury Stock at Cost			Non- Controlling Interests			Total
Balance, December 31, 2020	$	325,000		$	19,400	$	5,705,164		$	(4,099,534	)	$	5,479		$	(2,682	)	$	(11,319	)	$	3,315		$	1,944,823
Issuance of common shares related to stock plans		—			6		31			—			—			—			—			—			37
Issuance of common shares for cash offering		—			1,696		219,910			—			—			—			3,923			—			225,529
Stock-based compensation, net		—			—		8,580						(968	)		—			3,009			—			10,621
Distributions to non-controlling interests		—			—		—			—			—			—			—			(16	)		(16	)
Dividends declared-common shares		—			—		—			(23,303	)		—			—			—			—			(23,303	)
Dividends declared-preferred shares		—			—		—			(4,950	)		—			—			—			—			(4,950	)
Comprehensive income		—			—		—			16,008			—			2,682			—			173			18,863
Balance, March 31, 2021		325,000			21,102		5,933,685			(4,111,779	)		4,511			—			(4,387	)		3,472			2,171,604
Issuance of common shares related to stock plans		—			2		60			—			—			—			—			—			62
Issuance of common shares for cash offering		—			—		(199	)		—			—			—			—			—			(199	)
Stock-based compensation, net		—			—		1,845			—			(27	)		—			76			—			1,894
Distributions to non-controlling interests		—			—		—			—			—			—			—			(17	)		(17	)
Redemption of preferred shares		(150,000	)		—		5,137			(5,156	)		—			—			—			—			(150,019	)
Dividends declared-common shares		—			—		—			(25,492	)		—			—			—			—			(25,492	)
Dividends declared-preferred shares		—			—		—			(2,789	)		—			—			—			—			(2,789	)
Comprehensive income		—			—		—			21,869			—			—			—			118			21,987
Balance, June 30, 2021	$	175,000		$	21,104	$	5,940,528		$	(4,123,347	)	$	4,484		$	—		$	(4,311	)	$	3,573		$	2,017,031

	SITE Centers Equity

	Preferred Shares		Common Shares		Additional Paid-in Capital			Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation			Accumulated Other Comprehensive (Loss) Income			Treasury Stock at Cost			Non- Controlling Interests			Total
Balance, December 31, 2019	$	325,000	$	19,382	$	5,700,400		$	(4,066,099	)	$	7,929		$	(491	)	$	(7,707	)	$	3,064		$	1,981,478
Issuance of common shares related to stock plans		—		17		109			—			—			—			—			—			126
Repurchase of common shares		—		—		—			—			—			—			(7,500	)		—			(7,500	)
Stock-based compensation, net		—		—		3,012			—			(1,935	)		—			1,607			—			2,684
Distributions to non-controlling interests		—		—		—			—			—			—			—			(278	)		(278	)
Dividends declared-common shares		—		—		—			(38,914	)		—			—			—			—			(38,914	)
Dividends declared-preferred shares		—		—		—			(5,133	)		—			—			—			—			(5,133	)
Comprehensive income		—		—		—			34,333			—			387			—			295			35,015
Balance, March 31, 2020		325,000		19,399		5,703,521			(4,075,813	)		5,994			(104	)		(13,600	)		3,081			1,967,478
Issuance of common shares related to stock plans		—		1		(187	)		—			—			—						—			(186	)
Stock-based compensation, net		—		—		1,385			—			(560	)		—			931			—			1,756
Dividends declared-preferred shares		—		—		—			(5,133	)		—			—			—			—			(5,133	)
Comprehensive (loss) income		—		—		—			(4,613	)		—			292			—			210			(4,111	)
Balance, June 30, 2020	$	325,000	$	19,400	$	5,704,719		$	(4,085,559	)	$	5,434		$	188		$	(12,669	)	$	3,291		$	1,959,804

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

	Six Months
	Ended June 30,
	2021			2020
Cash flow from operating activities:
Net income	$	38,168		$	30,225
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		92,777			83,866
Stock-based compensation		9,626			2,766
Amortization and write-off of debt issuance costs and fair market value of debt adjustments		2,117			2,550
Loss on debt extinguishment		—			16,568
Equity in net income of joint ventures		(9,235	)		(658	)
Reserve of preferred equity interests, net		—			22,935
Operating cash distributions from joint ventures		1,858			2,282
Gain on sale of joint venture interest		(13,908	)		(45,553	)
Gain on disposition of real estate, net		(198	)		(775	)
Impairment charges		7,270			—
Assumption of buildings due to ground lease terminations		—			(3,025	)
Change in notes receivable accrued interest		—			647
Net change in accounts receivable		16,271			(20,560	)
Net change in accounts payable and accrued expenses		(300	)		(7,363	)
Net change in other operating assets and liabilities		310			(12,040	)
Total adjustments		106,588			41,640
Net cash flow provided by operating activities		144,756			71,865
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed		(31,473	)		—
Real estate developed and improvements to operating real estate		(35,290	)		(40,205	)
Proceeds from disposition of real estate		13,902			1,062
Proceeds from sale of joint venture interest		16,067			140,441
Equity contributions to joint ventures		(153	)		(146	)
Distributions from joint ventures		5,386			3,267
Repayment of notes receivable		—			7,500
Net cash flow (used for) provided by investing activities		(31,561	)		111,919
Cash flow from financing activities:
(Repayment of) proceeds from revolving credit facilities, net		(135,000	)		280,000
Repayment of senior notes, including repayment costs		—			(216,568	)
Repayment of mortgage debt		(19,152	)		(40,830	)
Proceeds from issuance of common shares, net of offering expenses		225,330			—
Redemption of preferred shares		(150,019	)		—
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan		(4,487	)		(949	)
Repurchase of common shares		—			(7,500	)
Distributions to non-controlling interests and redeemable operating partnership units		(23	)		(307	)
Dividends paid		(43,106	)		(88,083	)
Net cash flow used for financing activities		(126,457	)		(74,237	)

Effect of foreign exchange rate changes on cash and cash equivalents		(1	)		4
Net (decrease) increase in cash, cash equivalents and restricted cash		(13,262	)		109,547
Cash, cash equivalents and restricted cash, beginning of period		74,414			19,133
Cash, cash equivalents and restricted cash, end of period	$	61,151		$	128,684

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

1.	Nature of Business and Financial Statement Presentation

Nature of Business

SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of acquiring, owning, developing, redeveloping, leasing and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries and consolidated joint ventures. The Company’s tenant base primarily includes national and regional retail chains and local tenants. Consequently, the Company’s credit risk is concentrated in the retail industry.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. The Company considered impacts to its estimates related to COVID-19, as appropriate, within its unaudited condensed consolidated financial statements, and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after giving consideration to the uncertainties surrounding the severity and duration of the COVID-19 pandemic. Actual results could differ from those estimates.

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and six months ended June 30, 2021 and 2020, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Principles of Consolidation

The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity (“VIE”). All significant inter-company balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss).

Reclassifications

Certain amounts for the three and six months ended June 30, 2020, have been reclassified in order to conform with the current period’s presentation. The Company reclassified $3.5 million and $7.0 million of interest income for the three and six months ended June 30, 2020, respectively, primarily related to preferred equity investments that were transferred or redeemed in the fourth quarter of 2020, on its consolidated statements of operations from Interest Income to Other (Expense) Income, net.

Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information

Non-cash investing and financing activities are summarized as follows (in millions):

	Six Months
	Ended June 30,
	2021		2020
Dividends declared, but not paid	$	28.2	$	5.1
Mortgages assumed, shopping center acquisition		17.9		—
Write-off of preferred share original issuance costs		5.1		—
Accounts payable related to construction in progress		7.3		4.9
Tax receivable		4.1		—
Assumption of buildings due to ground lease terminations		—		3.0

2.	Revenue Recognition

Impact of the COVID-19 Pandemic on Revenue and Receivables

The Company engaged in discussions with most of its larger tenants that failed to satisfy all or a portion of their rent obligations and agreed to terms on rent-deferral arrangements (and, in a small number of cases, rent abatements) and other lease modifications with a significant number of such tenants, of which $4.1 million remains outstanding under these deferral arrangements at June 30, 2021 for tenants that are not accounted for on the cash basis. The Company continues to evaluate its options with respect to tenants with which the Company has not reached satisfactory resolution of unpaid rents and has commenced collection actions against several tenants.

For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, regardless if the Company has entered into a deferral agreement to extend the payment terms, the Company has categorized these tenants on the cash basis of accounting. As a result, all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income and no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received. The Company will remove the cash basis designation and resume recording rental income from such tenants on a straight-line basis at such time it believes collection from the tenants is probable based upon a demonstrated payment history, improved liquidity, the addition of credit-worthy guarantors or a recapitalization event.

During the three and six months ended June 30, 2021, the Company recorded net uncollectible revenue that resulted in rental income of $5.8 million and $7.2 million, respectively (the Company’s share of unconsolidated joint ventures was $1.1 million and $1.4 million, respectively), primarily due to rental income paid in 2021 related to outstanding receivables in 2020 from tenants on the cash basis of accounting. The aggregate amount of uncollectible revenue reported during the quarter primarily was due to the impact of the COVID-19 pandemic.

Fee and Other Income

Fee and Other Income on the consolidated statements of operations includes revenue from contracts with customers and other property-related income and is recognized in the period earned as follows (in thousands):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2021		2020		2021		2020
Revenue from contracts:
Asset and property management fees	$	6,602	$	7,551	$	13,177	$	16,876
Leasing commissions		1,038		682		2,055		3,678
Development fees		126		177		239		1,047
Disposition fees		592		210		592		1,766
Total revenue from contracts with customers		8,358		8,620		16,063		23,367
Other property income:
Other		880		872		1,424		2,906
Total fee and other income	$	9,238	$	9,492	$	17,487	$	26,273

3.	Investments in and Advances to Joint Ventures

At June 30, 2021 and December 31, 2020, the Company had ownership interests in various unconsolidated joint ventures that had investments in 56 and 59 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):

	June 30, 2021			December 31, 2020
Condensed Combined Balance Sheets
Land	$	433,407		$	441,412
Buildings		1,227,351			1,258,879
Fixtures and tenant improvements		142,829			137,663
		1,803,587			1,837,954
Less: Accumulated depreciation		(500,877	)		(492,288	)
		1,302,710			1,345,666
Construction in progress and land		4,811			58,201
Real estate, net		1,307,521			1,403,867
Cash and restricted cash		45,155			35,212
Receivables, net		19,798			25,719
Other assets, net		57,876			61,381
	$	1,430,350		$	1,526,179

Mortgage debt	$	997,403		$	1,029,579
Notes and accrued interest payable to the Company		4,712			4,375
Other liabilities		59,208			57,349
		1,061,323			1,091,303
Accumulated equity		369,027			434,876
	$	1,430,350		$	1,526,179

Company's share of accumulated equity	$	65,629		$	72,555
Basis differentials		5,939			1,644
Deferred development fees, net of portion related to the Company's interest		(1,183	)		(1,277	)
Amounts payable to the Company		4,712			4,375
Investments in and Advances to Joint Ventures, net	$	75,097		$	77,297

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2021		2020			2021		2020
Condensed Combined Statements of Operations
Revenues from operations	$	51,397	$	53,266		$	101,957	$	138,887
Expenses from operations:
Operating expenses		13,869		18,633			28,286		43,048
Impairment charges		—		1,520			—		33,240
Depreciation and amortization		16,587		23,575			33,704		53,679
Interest expense		10,971		15,100			21,918		32,855
Preferred share expense		—		4,554			—		9,084
Other expense, net		3,010		2,941			5,974		7,598
		44,437		66,323			89,882		179,504
Income (loss) before gain on disposition of real estate		6,960		(13,057	)		12,075		(40,617	)
Gain on disposition of real estate, net		8,186		4			36,587		8,910
Net income (loss) attributable to unconsolidated joint ventures	$	15,146	$	(13,053	)	$	48,662	$	(31,707	)
Company's share of equity in net income (loss) of joint ventures	$	3,814	$	(1,578	)	$	8,137	$	437
Basis differential adjustments^(A)		1,036		65			1,098		221
Equity in net income (loss) of joint ventures	$	4,850	$	(1,513	)	$	9,235	$	658

(A)

The difference between the Company’s share of net income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, the recognition of deferred gains, differences in gain (loss) on sale of certain assets recognized due to the basis differentials and other than temporary impairment charges.

The impact of the COVID-19 pandemic on revenues and receivables for the Company’s joint ventures is more fully described in Note 2.

Revenues earned by the Company related to all of the Company’s unconsolidated joint ventures and interest income are as follows (in millions):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2021		2020		2021		2020
Revenue from contracts:
Asset and property management fees	$	2.6	$	2.7	$	5.2	$	7.2
Development fees, leasing commissions and other		0.5		0.4		0.9		3.0
		3.1		3.1		6.1		10.2
Other:
Interest income^(A)		—		3.5		—		6.9
Other		0.4		0.4		0.8		1.2
		0.4		3.9		0.8		8.1
	$	3.5	$	7.0	$	6.9	$	18.3

(A)

Interest income recorded in 2020 related to preferred equity interests in two joint ventures which were transferred or redeemed in the fourth quarter of 2020.

Disposition of Shopping Centers and Undeveloped Land

In February 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, which was a parcel of undeveloped land (approximating 70 acres) in Richmond Hill, Ontario. The Company’s share of net proceeds totaled $22.1 million, after accounting for customary closing costs and foreign currency translation. The net proceeds include $6.1 million that are held in escrow of which $4.1 million is expected to be released to the Company pending receipt of certain tax clearance certificates from the Canadian taxing authorities, and the remaining $2.0 million is considered contingent and should be released upon final dissolution of the partnership. The Company recorded an aggregate gain on the transaction of $16.7 million which included its $2.8 million share of the gain reported by the joint venture, as well as $13.9 million related to the promoted interest on the disposition of the investment and write-off of the accumulated foreign currency translation.

From January 1, 2021 to June 30, 2021, three shopping centers were sold by an unconsolidated joint venture for $37.0 million. The Company’s share of the gain on sale was $2.6 million.

4.	Investment in and Advances to Affiliate

The Company has a preferred investment in Retail Value Inc. (“RVI”) of $190.0 million. Revenue from contracts with RVI is included in Fee and Other Income on the consolidated statements of operations and was composed of the following (in millions):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2021		2020		2021		2020
Revenue from contracts with RVI:
Asset and property management fees	$	4.0	$	4.8	$	7.9	$	9.7
Leasing commissions		0.6		0.5		1.4		1.7
Disposition fees		0.6		0.2		0.6		1.8
Total revenue from contracts with RVI	$	5.2	$	5.5	$	9.9	$	13.2

5.	Acquisitions

During the six months ended June 30, 2021, the Company acquired the following shopping centers (in millions):

Asset

Location

Date

Acquired

Purchase

Price

Face Value of

Mortgage Debt

Assumed

Shoppes at Addison Place

Delray Beach, Florida

May 2021

40.0

17.9

Emmet Street Station

Charlottesville, Virginia

May 2021

8.8

—

The fair value of the acquisitions was allocated as follows (in thousands):

				Weighted-Average Amortization Period (in Years)
Land	$	14,845		N/A
Buildings		31,941		(A)
Tenant improvements		512		(A)
In-place leases (including lease origination costs and fair market value of leases)		3,361		5.4
Other assets assumed		37		N/A
		50,696

Less: Mortgage debt assumed at fair value		(17,944	)	N/A
Less: Below-market leases		(1,279	)	14.9
Net assets acquired	$	31,473

(A)	Depreciated in accordance with the Company’s policy.

The total consideration paid included $31.5 million paid in cash and $17.9 million of assumed mortgage indebtedness. Included in the Company’s consolidated statements of operations for the three and six months ended June 30, 2021, was $0.5 million in total revenues from the date of acquisition through June 30, 2021, for the two properties acquired.

6.	Other Assets and Intangibles, net

Other assets and intangibles consist of the following (in thousands):

	June 30, 2021		December 31, 2020
Intangible assets:
In-place leases, net	$	51,322	$	56,756
Above-market leases, net		7,496		8,387
Lease origination costs, net		4,763		4,974
Tenant relationships, net		17,872		20,301
Total intangible assets, net^(A)		81,453		90,418
Operating lease ROU assets		19,618		20,604
Other assets:
Prepaid expenses		8,802		7,416
Other assets		1,886		2,348
Deposits		3,929		3,767
Deferred charges, net		5,142		6,137
Total other assets, net	$	120,830	$	130,690

Below-market leases, net (other liabilities)	$	55,538	$	57,348

(A)

The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $5.4 million and $3.3 million for the three months ended June 30, 2021 and 2020, respectively, and $11.0 million and $7.1 million for the six months ended June 30, 2021 and 2020, respectively.

7.	Revolving Credit Facilities

The following table discloses certain information regarding the Company’s Revolving Credit Facilities (as defined below):

Carrying Amount at

June 30, 2021

Weighted-Average

Interest Rate at

June 30, 2021

Maturity Date at

June 30, 2021

Unsecured Credit Facility

—

N/A

January 2024

PNC Facility

—

N/A

January 2024

availability up to $1.45 billion, provided that new lenders agree to the existing terms of the facility or existing lenders increase their commitment level, and a maturity date of January 2024, with two six-month options to extend the maturity to January 2025 upon the Company’s request (subject to satisfaction of certain conditions). The Unsecured Credit Facility includes a competitive bid option on periodic interest rates for up to 50% of the facility. The Unsecured Credit Facility also provides for an annual facility fee, which was 20 basis points on the entire facility at June 30, 2021.

The Company maintains a $20 million unsecured revolving credit facility with PNC Bank, National Association (“PNC,” the “PNC Facility” and, together with the Unsecured Credit Facility, the “Revolving Credit Facilities”) which includes substantially the same terms as those contained in the Unsecured Credit Facility. Additionally, the Company has provided an unconditional guaranty to PNC with respect to any obligations of RVI outstanding from time to time under a $30 million revolving credit agreement entered into by RVI with PNC. RVI has agreed to reimburse the Company for any amounts paid to PNC pursuant to the guaranty plus interest at a contracted rate and to pay an annual commitment fee to the Company on account of the guaranty.

The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR plus a specified spread (0.90% at June 30, 2021) or the Alternative Base Rate, as defined in the respective facility, plus a specified spread (0% at June 30, 2021). The specified spreads vary depending on the Company’s long-term senior unsecured debt rating from Moody’s Investors Service, Inc., S&P Global Ratings, Fitch Investor Services, Inc. and their successors. The Company is required to comply with certain covenants under the Revolving Credit Facilities relating to total outstanding indebtedness, secured indebtedness, value of unencumbered real estate assets and fixed charge coverage. The Company was in compliance with these financial covenants at June 30, 2021.

8.	Fair Value Measurements

The following methods and assumptions were used by the Company in estimating fair value disclosures of debt. The fair market value of senior notes is determined using a pricing model to approximate the trading price of the Company’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value. The Company’s senior notes and all other debt are classified as Level 2 and Level 3, respectively, in the fair value hierarchy.

Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. Carrying values that are different from estimated fair values are summarized as follows (in thousands):

	June 30, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	1,450,691	$	1,567,298	$	1,449,613	$	1,549,866
Revolving Credit Facilities and term loan		99,723		100,000		234,635		235,000
Mortgage Indebtedness		248,008		249,887		249,260		250,624
	$	1,798,422	$	1,917,185	$	1,933,508	$	2,035,490

Equity

Common Shares Dividend

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2021		2020		2021		2020
Common share dividends declared per share	$	0.12	$	—	$	0.23	$	0.20

Common Shares Issuance

In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.3 million.

Common Shares – Continuous Equity Program

In June 2021, the Company offered and sold 980,396 common shares on a forward basis under its $250 million continuous equity program at a weighted-average forward price of $15.09 per share generating expected gross proceeds before issuance costs of $14.8 million. The actual proceeds to be received by the Company will vary depending upon the settlement date, the number of shares designated for settlement on that settlement date and the method of settlement. The forward equity sale agreement provides that the forward price will be subsequently adjusted for a floating interest rate factor equal to a specified daily rate plus a spread and scheduled

dividends during the term of the agreement. The transaction may be settled at any time before the settlement date, July 1, 2022. Under limited circumstances or certain unanticipated events, the forward purchaser also has the ability to require the Company to physically settle the forward equity sale agreement in shares prior to the settlement date. The Company intends to use proceeds received upon settlement of the transaction to fund acquisitions and capital expenditures and for general corporate purposes. As of June 30, 2021, the Company has not settled any portion of the transaction. The agreement to offer and sell shares on a forward basis is accounted for as an equity instrument. The fair value will not be adjusted so long as the Company continues to meet the accounting requirements for equity instruments.

Preferred Shares

In April 2021, the Company redeemed all $150.0 million aggregate liquidation preference of its Class K Cumulative Redeemable Preferred Shares (the “Class K Preferred Shares”) at a redemption price of $500 per Class K Preferred Share (or $25.00 per depositary share) plus accrued and unpaid dividends of $7.2049 per Class K Preferred Share (or $0.3602 per depositary share). The Company recorded a charge of $5.1 million to net income attributable to common shareholders in the second quarter of 2021, which represents the difference between the redemption price and the carrying amount immediately prior to redemption, which was recorded to additional paid in capital upon original issuance.

10.	Other Comprehensive Income

The changes in Accumulated Other Comprehensive (Loss) Income related to foreign currency items are as follows (in thousands):

Balance, December 31, 2020	$	(2,682	)
Other comprehensive loss before reclassifications		(1	)
Reclassification adjustment for foreign currency translation^(A)		2,683
Net current-period other comprehensive income		2,682
Balance, June 30, 2021	$	—

(A)	Represents the release of foreign currency translation in the first quarter of 2021, related to the sale of a parcel of undeveloped land in Richmond Hill, Ontario owned by one of the Company’s joint ventures (Note 3).

11.	Impairment Charges

For the six months ended June 30, 2021, the Company recorded impairment charges of $7.3 million, based on the difference between the carrying value of the assets or investments and the estimated fair market value. In 2021, the impairment charges recorded were triggered by a change in the hold period assumptions for an asset considered for sale and sold in the first quarter. For the three and six months ended June 30, 2020, the Company recorded reserves of $4.9 million and $22.9 million, respectively, as a result of an aggregate valuation allowance on its preferred equity interests in the BRE DDR joint ventures that were transferred or redeemed in the fourth quarter of 2020.

Items Measured at Fair Value

The Company is required to assess the fair value of certain impaired consolidated and unconsolidated joint venture investments. The valuation of impaired real estate assets and investments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.

For operational real estate assets, the significant valuation assumptions included the capitalization rate used in the income capitalization valuation, as well as the projected property net operating income and expected hold period. For projects under development or not at stabilization, the significant assumptions included the discount rate, the timing and the estimated costs for the construction completion and project stabilization, projected net operating income and the exit capitalization rate. These valuations were calculated based on market conditions and assumptions made by management at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

The following table presents information about the Company’s impairment charges on financial assets that were measured on a fair value basis for the six months ended June 30, 2021. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Impairment Charges
June 30, 2021
Long-lived assets held and used	$	—	$	—	$	10.0	$	10.0	$	7.3

The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value (in millions):

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at

Valuation

Weighted

Description

June 30, 2021

Technique

Unobservable Inputs

Range

Average

Impairment of consolidated assets

10.0

Indicative Bid^(A)

N/A

(A)

Fair value measurement based upon an indicative bid and developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by third parties to determine these estimated fair values.

12.	Earnings Per Share

The following table provides a reconciliation of net income (loss) and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts).

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2021			2020			2021			2020
Numerators – Basic and Diluted
Net income (loss)	$	21,987		$	(4,403	)	$	38,168		$	30,225
Income attributable to non-controlling interests		(118	)		(210	)		(291	)		(505	)
Write-off of preferred share original issuance costs		(5,156	)		—			(5,156	)		—
Preferred dividends		(2,945	)		(5,133	)		(8,078	)		(10,266	)
Earnings attributable to unvested shares and OP units		(151	)		—			(299	)		(149	)
Net income (loss) attributable to common shareholders after allocation to participating securities	$	13,617		$	(9,746	)	$	24,344		$	19,305
Denominators – Number of Shares
Basic—Average shares outstanding		211,035			193,170			204,819			193,448
Assumed conversion of dilutive securities		846			—			808			—
Diluted—Average shares outstanding		211,881			193,170			205,627			193,448
Earnings (Loss) Per Share:
Basic	$	0.06		$	(0.05	)	$	0.12		$	0.10
Diluted	$	0.06		$	(0.05	)	$	0.12		$	0.10

For the three and six months ended June 30, 2021, Performance Restricted Stock Units (“PRSUs”) issued to certain executives in March 2020 and March 2019 were considered in the computation of dilutive EPS. For the three and six months ended June 30, 2021, the PRSUs issued in March 2021 were anti-dilutive, and therefore, not considered in the computation of diluted EPS. For the three and six months ended June 30, 2020, the PRSUs issued in March 2020, March 2019 and March 2018 were anti-dilutive, and therefore, not considered in the computation of diluted EPS. In connection with the PRSUs granted in March 2018, the Company recorded a mark-to-market adjustment of $5.6 million as expense for the six months ended June 30, 2021 and recorded $0.3 million as expense and $1.9 million as income for the three and six months ended June 30, 2020, respectively. In March 2021, the Company issued 570,295 common shares in settlement of certain PRSUs granted in 2018 and 2020. The agreement to offer and sell shares on a forward basis entered into in June 2021 for approximately 1.0 million common shares was anti-dilutive, and therefore, these shares were not considered in the computation of diluted EPS for the three and six-month periods ended June 30, 2021 (Note 9). This agreement was not outstanding in 2020.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2020, as well as other publicly available information.

EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of acquiring, owning, developing, redeveloping, leasing and managing shopping centers. As of June 30, 2021, the Company’s portfolio consisted of 137 shopping centers (including 57 shopping centers owned through joint ventures). At June 30, 2021, the Company owned approximately 43.0 million total square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture) and managed approximately 8.4 million total square feet of GLA owned by Retail Value Inc. (“RVI”). At June 30, 2021, the aggregate occupancy of the Company’s shopping center portfolio was 89.7%, and the average annualized base rent per occupied square foot was $18.39, both on a pro rata basis.

The following provides an overview of the Company’s key financial metrics (see Non-GAAP Financial Measures described later in this section) (in thousands, except per share amounts):

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2021		2020			2021		2020
Net income (loss) attributable to common shareholders	$	13,768	$	(9,746	)	$	24,643	$	19,454
FFO attributable to common shareholders	$	60,495	$	39,225		$	110,006	$	86,647
Operating FFO attributable to common shareholders	$	65,254	$	39,888		$	120,556	$	101,038
Earnings (loss) per share – Diluted	$	0.06	$	(0.05	)	$	0.12	$	0.10

For the six months ended June 30, 2021, the increase in net income attributable to common shareholders, as compared to the prior-year period, was primarily attributable to the impact of net revenue relating to prior periods (including deferred rents), which was collected from cash basis tenants in the current period, gains recorded from joint venture asset sales, and the valuation allowance recognized in 2020 related to the Company’s preferred investments in the BRE DDR joint ventures, partially offset by the write-off of preferred share original issuance costs and lower interest income resulting from the termination of the Company’s preferred investments in the BRE DDR joint ventures in the fourth quarter of 2020.

In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and it continues to spread throughout the United States and other countries across the world. Beginning in mid-March 2020, federal, state and local governments took various actions to limit the spread of COVID-19, including ordering the temporary closure of non-essential businesses (which included many of the Company’s tenants) and imposing significant social distancing guidelines and restrictions on the continued operations of essential businesses and the subsequent reopening of non-essential businesses. In addition, in order to safeguard the health of its employees and their families, the Company closed all of its offices in March 2020 and successfully transitioned to working remotely. The Company reopened its Corporate Headquarters in Cleveland, Ohio and select regional offices on a voluntary basis in October 2020. The Company is planning for employees to return to the office in September 2021, subject to increased flexible work arrangements. To date, the Company’s leasing and administrative operations have not been significantly impacted by the pandemic, as the Company’s significant investments in its IT infrastructure and systems in prior years facilitated the transition to a remote working environment.

As of July 21, 2021, all of the Company’s properties remain open and operational with 100% of tenants, at the Company’s share and based on average base rents, open for business. This compares to an open rate low of 45% in April 2020. The COVID-19 pandemic had a significant impact on the Company’s collection of rents from April 2020 through the end of 2020. The Company’s collection rates have shown significant improvement in in the first half of 2021 relative to 2020 levels. A substantial majority of tenants, including tenants previously on the cash basis of accounting, are paying their monthly rent and are repaying deferred rents relating to prior periods. Second quarter results included $6.8 million of net revenue at SITE Centers’ share related to 2020 deferred rents, which were collected in the current period primarily from cash basis tenants. At June 30, 2021, the Company had contractual accounts receivable outstanding of $4.1 million and its pro rata share of unconsolidated joint ventures had contractual accounts receivable outstanding of $0.2 million for tenants that are not accounted for on the cash basis.

As of July 21, 2021, the Company’s quarterly rent payment rates for assets owned as of June 30, 2021, determined on a pro rata basis, for each quarterly reporting period since March 2020, and updated for subsequent cash receipts (including the repayment of deferred rents), are reflected as follows:

	Second Quarter 2020	Third Quarter 2020	Fourth Quarter 2020	First Quarter 2021	Second Quarter 2021
As of July 21, 2021	89%	93%	97%	97%	98%
As of April 16, 2021	84%	89%	95%	96%	N/A
As of February 12, 2021	79%	88%	94%	N/A	N/A
As of October 23, 2020	70%	84%	N/A	N/A	N/A
As of July 24, 2020	64%	N/A	N/A	N/A	N/A

The Company calculates the aggregate percentage of rents paid by comparing the amount of tenant payments received as of the date presented to the amount billed to tenants during the period. The billed amount includes abated rents, rents subject to deferral arrangements and rents owing from bankrupt tenants that were in possession of the space and billed. For the purposes of reporting the percentage of aggregate base rents collected for a given period, when rents subject to deferral arrangements are later paid, those payments are allocated to the period in which the rent was originally owed.

Although rent collection levels continued to improve in the second quarter of 2021, collection levels have not fully returned to pre-COVID levels during the first half of 2021, and future rent collections may be negatively impacted by any surges in COVID-19 contagion, the discovery of new COVID-19 variants which are more infectious or resistant to COVID-19 vaccines or decreases in the effectiveness of such vaccines, and any implementation of additional restrictions on tenant businesses as a result thereof. For a further discussion of the impact of the COVID-19 pandemic on the Company’s business, see “Liquidity, Capital Resources and Financing Activities” and “Economic Conditions” included in this section and Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Company Activity

The growth opportunities within the Company’s core property operations include rental rate increases, continued lease-up of the portfolio, and the adaptation of existing square footage to generate higher blended rental rates and operating cash flows. Additional growth opportunities include opportunistic external investments and tactical redevelopment. Management intends to use retained cash flow, proceeds from the sale of lower growth assets, the repayment of other investments and proceeds from equity offerings to fund opportunistic investing and tactical redevelopment activity.

During the first six months of 2021, the Company acquired two shopping centers (Delray Beach, Florida and Charlottesville, Virginia) for an aggregate purchase price of $48.8 million.

In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.3 million which were used in part, in April 2021 to redeem all of its 6.250% Class K Cumulative Redeemable Preferred Shares (the “Class K Preferred Shares”) having an aggregate liquidation preference of $150.0 million.

During the first six months of 2021, the Company sold three unconsolidated shopping centers, wholly-owned land parcels and the Hobby Lobby pad of a shopping center for an aggregate sales price of $50.3 million or $20.7 million at the Company’s share.

In June 2021, the Company offered and sold 980,396 of its common shares on a forward basis under its $250 million continuous equity program at a weighted average price of $15.09 per share generating expected gross proceeds before issuance costs of $14.8 million. The transaction may be settled at any time before the settlement date, July 1, 2022.

Company Operational Highlights

During the six months ended June 30, 2021, the Company completed the following operational activities:

•

Leased approximately 2.4 million square feet of GLA including 119 new leases and 174 renewals for a total of 293 leases. As of June 30, 2021, the Company has addressed substantially all of its remaining 2021 lease expirations (less than approximately 10% of total annualized base rent as of December 31, 2020 expiring in 2021 remain to be renewed);

•

At December 31, 2020, the Company had 345 leases expiring in 2021, with an average base rent per square foot of $19.59, on a pro rata basis. For the comparable leases executed in the six months ended June 30, 2021, the Company

generated positive leasing spreads on a pro rata basis of 9.7% and 0.7% for new leases and for renewals, respectively. Leasing spreads are a key metric in real estate, representing the percentage increase of rental rates on new and renewal leases over rental rates on existing leases, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity. Renewal spreads in the first half of 2021 were impacted by the Company’s decision to prioritize occupancy at certain properties. The Company may experience additional pressure on leasing spreads in future quarters in order to maintain occupancy. The Company’s leasing spread calculation includes only those deals that were executed within one year of the date the prior tenant vacated, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates;

•

The Company’s total portfolio average annualized base rent per square foot decreased to $18.39 at June 30, 2021, on a pro rata basis, as compared to $18.50 at December 31, 2020 and $18.51 at June 30, 2020 due to the impact of the strategic renewals discussed above;

•

The aggregate occupancy of the Company’s operating shopping center portfolio was 89.7% at June 30, 2021, on a pro rata basis, as compared to 89.0% at December 31, 2020 and 90.2% at June 30, 2020 and

•

For new leases executed during the six months ended June 30, 2021, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $7.70 per rentable square foot, on a pro rata basis, over the lease term, as compared to $8.11 per rentable square foot in 2020. The Company generally does not expend a significant amount of capital on lease renewals.

2021 RESULTS OF OPERATIONS

Consolidated shopping center properties owned as of January 1, 2020, but excluding properties under development or redevelopment and those sold by the Company, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)

	Three Months
	Ended June 30,
	2021		2020		$ Change
Rental income^(A)	$	126,230	$	98,079	$	28,151
Fee and other income		9,238		9,492		(254	)
Total revenues	$	135,468	$	107,571	$	27,897

	Six Months
	Ended June 30,
	2021		2020		$ Change
Rental income^(A)	$	246,120	$	210,608	$	35,512
Fee and other income^(B)		17,487		26,273		(8,786	)
Total revenues	$	263,607	$	236,881	$	26,726

(A)	The following table summarizes the key components of the 2021 rental income as compared to 2020 (in thousands):

	Three Months
	Ended June 30,
Contractual Lease Payments	2021		2020			$ Change
Base and percentage rental income	$	87,683	$	82,835		$	4,848
Recoveries from tenants		30,482		27,340			3,142
Uncollectible revenue		5,787		(13,241	)		19,028
Lease termination fees, ancillary and other rental income		2,278		1,145			1,133
Total contractual lease payments	$	126,230	$	98,079		$	28,151

	Six Months
	Ended June 30,
Contractual Lease Payments	2021		2020			$ Change
Base and percentage rental income⁽¹⁾	$	173,942	$	163,545		$	10,397
Recoveries from tenants⁽²⁾		61,077		54,539			6,538
Uncollectible revenue⁽³⁾		7,185		(13,730	)		20,915
Lease termination fees, ancillary and other rental income		3,916		6,254			(2,338	)
Total contractual lease payments	$	246,120	$	210,608		$	35,512

(1)

The changes in base and percentage rental income for the six months ended June 30, 2021, were due to the following (in millions):

	Increase (Decrease)
Comparable Portfolio Properties	$	(3.2	)
Acquisition of shopping centers		12.3
Redevelopment properties		0.7
Straight-line rents		0.6
Total	$	10.4

For the six months ended June 30, 2021, the increase in straight-line rents relative to the first half of 2020 was due to charges recorded by the Company in 2020 to straight-line revenue primarily related to new leasing activity and tenants being removed from the cash basis of accounting in 2021.

The following tables present the statistics for the Company’s assets affecting base and percentage rental income summarized by the following portfolios: pro rata combined shopping center portfolio, wholly-owned shopping center portfolio and joint venture shopping center portfolio:

	Pro Rata Combined Shopping Center Portfolio June 30,
	2021			2020
Centers owned (at 100%)		137			148
Aggregate occupancy rate		89.7	%		90.2	%
Average annualized base rent per occupied square foot	$	18.39		$	18.51

	Wholly-Owned Shopping Centers June 30,
	2021			2020
Centers owned		80			69
Aggregate occupancy rate		90.2	%		90.4	%
Average annualized base rent per occupied square foot	$	18.61		$	18.86

	Joint Venture Shopping Centers June 30,
	2021			2020
Centers owned		57			79
Aggregate occupancy rate		86.7	%		89.0	%
Average annualized base rent per occupied square foot	$	15.27		$	15.16

At June 30, 2021 and 2020, the wholly-owned Comparable Portfolio Properties’ aggregate occupancy rate was 91.7% and 92.2%, respectively, and the average annualized base rent per occupied square foot was $18.57 and $18.76, respectively.

(2)

Recoveries from tenants for the Comparable Portfolio Properties were approximately 79.3% and 82.9% of reimbursable operating expenses and real estate taxes for the six months ended June 30, 2021 and 2020, respectively. The decrease in recoveries is a result of decreased occupancy in the Comparable Portfolio Properties as well as increased operating expenses.

(3)

Primarily relates to the impact of the COVID-19 pandemic on rent collections including the impact of lease modification accounting and tenants on the cash basis of accounting due to collectability concerns. For the six months ended June 30, 2021, the net amount reported as income was primarily attributable to rental income paid in 2021 from tenants on the cash basis of accounting, which related to amounts (including deferred rents) originally owed in 2020.

(B)

Decrease primarily relates to the transfer and redemption of the Company’s interests in the two BRE DDR joint ventures in the fourth quarter of 2020 and the sale of a third joint venture interest in the first quarter of 2020 and the sale of RVI assets. The components of Fee and Other Income are presented in Note 2, “Revenue Recognition,” to the Company’s consolidated financial statements included herein. Changes in the number of assets under management, including the number of assets owned by RVI, or the fee structures applicable to such arrangements will impact the amount of revenue recorded in future periods. Such changes could occur because the Company’s property management agreements contain termination provisions and RVI and the Company’s joint venture partners could dispose of shopping centers under the Company’s management. The Company’s joint venture partners may also elect to terminate their joint venture arrangements with the Company in connection with a change in investment strategy or otherwise.

Expenses from Operations (in thousands)

	Three Months
	Ended June 30,
	2021		2020		$ Change
Operating and maintenance	$	19,422	$	16,519	$	2,903
Real estate taxes		19,535		17,348		2,187
General and administrative		12,425		13,502		(1,077	)
Depreciation and amortization		47,217		40,873		6,344
	$	98,599	$	88,242	$	10,357

	Six Months
	Ended June 30,
	2021		2020		$ Change
Operating and maintenance^(A)	$	39,638	$	34,999	$	4,639
Real estate taxes^(A)		39,199		35,005		4,194
Impairment charges^(B)		7,270		—		7,270
General and administrative^(C)		29,820		24,878		4,942
Depreciation and amortization^(A)		92,777		83,866		8,911
	$	208,704	$	178,748	$	29,956

(A)	The changes for the six months ended June 30, 2021, were due to the following (in millions):

	Operating and Maintenance		Real Estate Taxes			Depreciation and Amortization
Comparable Portfolio Properties	$	1.5	$	0.5		$	(3.5	)
Acquisition of shopping centers		3.1		3.8			9.3
Redevelopment properties		—		(0.1	)		3.1
	$	4.6	$	4.2		$	8.9

Change in depreciation and amortization for the Comparable Portfolio Properties is a result of accelerated depreciation from tenant bankruptcies in 2020.

(B)

Changes in (i) an asset’s expected future undiscounted cash flows due to changes in market or leasing conditions, (ii) various courses of action that may occur or (iii) holding periods could result in the recognition of additional impairment charges. Impairment charges are presented in Note 11 “Impairment Charges,” to the Company’s consolidated financial statements included herein.

(C)

General and administrative expenses (including mark-to-market activity for the PRSUs) for the six months ended June 30, 2021 and 2020 were approximately 6.9% and 5.0% of total revenues (excluding uncollectible revenue), respectively, including total revenues of unconsolidated joint ventures and managed properties for the comparable periods. For the six months ended June 30, 2021 and 2020, the Company recorded $5.6 million of expense and $1.9 million of income, respectively, related to the mark-to-market adjustment for certain PRSUs which were granted in 2018 and settled in March 2021. Excluding this mark‑to‑market activity, general and administrative expenses for the six months ended June 30, 2021 and 2020 were 5.6% and 5.4%, respectively, of total revenues. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space.

Other Income and Expenses (in thousands)

	Three Months
	Ended June 30,
	2021			2020			$ Change
Interest expense	$	(19,136	)	$	(19,811	)	$	675
Other (expense) income, net		(324	)		2,938			(3,262	)
	$	(19,460	)	$	(16,873	)	$	(2,587	)

	Six Months
	Ended June 30,
	2021			2020			$ Change
Interest expense^(A)	$	(38,531	)	$	(40,398	)	$	1,867
Other expense, net^(B)		(690	)		(10,986	)		10,296
	$	(39,221	)	$	(51,384	)	$	12,163

(A)	The weighted-average debt outstanding and related weighted-average interest rate are as follows:

	Six Months
	Ended June 30,
	2021			2020
Weighted-average debt outstanding (in billions)	$	1.8		$	2.1
Weighted-average interest rate		4.0	%		3.8	%

The Company’s overall balance sheet strategy is to continue to maintain liquidity and low leverage. The weighted-average interest rate (based on contractual rates and excluding fair market value of adjustments and debt issuance costs) was 3.9% and 3.5% at June 30, 2021 and 2020, respectively.

Interest costs capitalized in conjunction with redevelopment projects were $0.2 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively, and $0.3 million and $0.6 million for the six months ended June 30, 2021 and 2020, respectively. The decrease in the amount of interest costs capitalized is a result of a reduction in redevelopment activity as a result of the COVID‑19 pandemic.

(B)	In 2020, the Company recorded debt extinguishment costs related to the early repayment of its Senior Notes due 2022, which was partially offset by interest income recorded from preferred equity investments in two joint ventures that were transferred or redeemed in the fourth quarter of 2020.

Other Items (in thousands)

	Three Months
	Ended June 30,
	2021			2020			$ Change
Equity in net income (loss) of joint ventures	$	4,850		$	(1,513	)	$	6,363
Reserve of preferred equity interests, net		—			(4,878	)		4,878
Loss on sale of joint venture interest		—			(128	)		128
Gain on disposition of real estate, net		218			2			216
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(490	)		(342	)		(148	)
Income attributable to non-controlling interests, net		(118	)		(210	)		92

	Six Months
	Ended June 30,
	2021			2020			$ Change
Equity in net income of joint ventures^(A)	$	9,235		$	658		$	8,577
Reserve of preferred equity interests, net^(B)		—			(22,935	)		22,935
Gain on sale of joint venture interest^(C)		13,908			45,553			(31,645	)
Gain on disposition of real estate, net		198			775			(577	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(855	)		(575	)		(280	)
Income attributable to non-controlling interests, net		(291	)		(505	)		214

(A)

The increase primarily was the result of the gain on sale of undeveloped land in Richmond Hill, Ontario, owned by one of the Company’s joint ventures, discussed below, and other asset sales in 2021, offset by the transfer and redemption of interests in two joint ventures in the fourth quarter of 2020, the sale of a third joint venture in the first quarter of 2020 and other asset sales in 2020, plus the impact of the COVID-19 pandemic. Joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 3, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein.

(B)	Decrease as a result of the transfer and redemption of the preferred equity investments in two joint ventures in the fourth quarter of 2020.

(C)

Net Income (Loss) (in thousands)

	Three Months
	Ended June 30,
	2021		2020			$ Change
Net income (loss) attributable to SITE Centers	$	21,869	$	(4,613	)	$	26,482

	Six Months
	Ended June 30,
	2021		2020		$ Change
Net income attributable to SITE Centers	$	37,877	$	29,720	$	8,157

The increase in net income attributable to SITE Centers, as compared to the prior-year period, was primarily attributable to the impact of net revenue relating to prior periods (including deferred rents) which was collected from cash basis tenants in the current period, gains recorded from joint venture asset sales and the valuation allowance recognized in 2020 related to the Company’s preferred investments in the BRE DDR joint ventures, partially offset by lower interest income resulting from the termination of the Company’s preferred investment in the BRE DDR joint ventures in the fourth quarter of 2020.

NON-GAAP FINANCIAL MEASURES

Funds from Operations and Operating Funds from Operations

Definition and Basis of Presentation

The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.

FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) preferred share dividends, (ii) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (iii) impairment charges on real estate property and related investments, including reserve adjustments of preferred equity interest, (iv) gains and losses from changes in control and (v) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, equity income (loss) from joint ventures and equity income (loss) from non-controlling interests and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by NAREIT.

The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.

The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.

These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.

For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.

Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.

Reconciliation Presentation

FFO and Operating FFO attributable to common shareholders were as follows (in thousands):

	Three Months
	Ended June 30,
	2021		2020		$ Change
FFO attributable to common shareholders	$	60,495	$	39,225	$	21,270
Operating FFO attributable to common shareholders		65,254		39,888		25,366

	Six Months
	Ended June 30,
	2021		2020		$ Change
FFO attributable to common shareholders	$	110,006	$	86,647	$	23,359
Operating FFO attributable to common shareholders		120,556		101,038		19,518

The increase in FFO for the six months ended June 30, 2021, primarily was attributable to the impact of net revenue relating to prior periods (including deferred rents) collected from cash basis tenants in the current period and lower debt extinguishment costs partially offset by the write-off of preferred share original issuance costs, lower fee income and lower interest income and the higher mark-to-market expense on the PRSUs. The change in Operating FFO primarily was due to the impact of net revenue relating to prior periods (including deferred rents) collected from cash basis tenants in the current period, partially offset by lower fee income and lower interest income.

The Company’s reconciliation of net income attributable to common shareholders computed in accordance with GAAP to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations:

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2021			2020			2021			2020
Net income (loss) attributable to common shareholders	$	13,768		$	(9,746	)	$	24,643		$	19,454
Depreciation and amortization of real estate investments		45,807			39,456			89,995			81,075
Equity in net (income) loss of joint ventures		(4,850	)		1,513			(9,235	)		(658	)
Joint ventures' FFO^(A)		5,971			2,998			11,406			10,141
Non-controlling interests (OP Units)		17			—			33			28
Impairment of real estate		—			—			7,270			—
Reserve of preferred equity interests		—			4,878			—			22,935
Loss (gain) on sale of joint venture interest		—			128			(13,908	)		(45,553	)
Gain on disposition of real estate, net		(218	)		(2	)		(198	)		(775	)
FFO attributable to common shareholders		60,495			39,225			110,006			86,647
RVI disposition and refinancing fees		(592	)		(210	)		(592	)		(1,766	)
Mark-to-market adjustment (PRSUs)		—			261			5,589			(1,906	)
Debt extinguishment and other, net		165			612			367			18,021
Joint ventures – debt extinguishment and other, net		30			—			30			42
Write-off of preferred share original issuance costs		5,156			—			5,156			—
Non-operating items, net		4,759			663			10,550			14,391
Operating FFO attributable to common shareholders	$	65,254		$	39,888		$	120,556		$	101,038

(A)

At June 30, 2021 and 2020, the Company had an economic investment in unconsolidated joint ventures which owned 56 and 78 shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.

Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2021			2020			2021			2020
Net income (loss) attributable to unconsolidated joint ventures	$	15,146		$	(13,053	)	$	48,662		$	(31,707	)
Depreciation and amortization of real estate investments		16,587			23,575			33,704			53,679
Impairment of real estate		—			1,520			—			33,240
Gain on disposition of real estate, net		(8,186	)		(4	)		(36,587	)		(8,910	)
FFO	$	23,547		$	12,038		$	45,779		$	46,302
FFO at SITE Centers' ownership interests	$	5,971		$	2,998		$	11,406		$	10,141
Operating FFO at SITE Centers' ownership interests	$	6,001		$	2,998		$	11,436		$	10,183

Net Operating Income and Same Store Net Operating Income

Definition and Basis of Presentation

The Company uses Net Operating Income (“NOI”), which is a non-GAAP financial measure, as a supplemental performance measure. NOI is calculated as property revenues less property-related expenses. The Company believes NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and, when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis.

The Company also presents NOI information on a same store basis, or Same Store Net Operating Income (“SSNOI”). The Company defines SSNOI as property revenues less property-related expenses, which exclude straight-line rental income (including reimbursements) and expenses, lease termination income, management fee expense, fair market value of leases and expense recovery adjustments. SSNOI includes assets owned in comparable periods (15 months for quarter comparisons). In addition, SSNOI is presented both including and excluding activity associated with development and major redevelopment. In addition, SSNOI excludes all non-property and corporate level revenue and expenses. Other real estate companies may calculate NOI and SSNOI in a different manner. The Company believes SSNOI at its effective ownership interest provides investors with additional information regarding the operating performances of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SSNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.

SSNOI is not, and is not intended to be, a presentation in accordance with GAAP. SSNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SSNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SSNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SSNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SSNOI should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. A reconciliation of NOI and SSNOI to their most directly comparable GAAP measure of net income (loss) is provided below.

Reconciliation Presentation

The Company’s reconciliation of net income computed in accordance with GAAP to NOI and SSNOI for the Company at 100% and at its effective ownership interest of the assets is as follows (in thousands):

	For the Six Months Ended June 30,
	2021			2020			2021			2020
	At 100%						At the Company's Interest
Net income attributable to SITE Centers	$	37,877		$	29,720		$	37,877		$	29,720
Fee income		(16,906	)		(24,539	)		(16,906	)		(24,539	)
Interest expense		38,531			40,398			38,531			40,398
Depreciation and amortization		92,777			83,866			92,777			83,866
General and administrative		29,820			24,878			29,820			24,878
Other expense, net		690			10,986			690			10,986
Impairment charges		7,270			—			7,270			—
Equity in net income of joint ventures		(9,235	)		(658	)		(9,235	)		(658	)
Reserve of preferred equity interests		—			22,935			—			22,935
Tax expense		855			575			855			575
Gain on sale of joint venture interest		(13,908	)		(45,553	)		(13,908	)		(45,553	)
Gain on disposition of real estate, net		(198	)		(775	)		(198	)		(775	)
Income from non-controlling interests		291			505			291			505
Consolidated NOI	$	167,864		$	142,338		$	167,864		$	142,338
SITE Centers' consolidated joint venture		—			—			(673	)		(881	)
Consolidated NOI, net of non-controlling interests	$	167,864		$	142,338		$	167,191		$	141,457

Net income (loss) from unconsolidated joint ventures	$	48,662		$	(31,707	)	$	8,187		$	307
Interest expense		21,918			32,855			5,407			6,314
Depreciation and amortization		33,704			53,679			7,675			9,415
Impairment charges		—			33,240			—			1,890
Preferred share expense		—			9,084			—			454
Other expense, net		5,974			7,598			1,486			1,556
Gain on disposition of real estate, net		(36,587	)		(8,910	)		(4,478	)		(1,735	)
Unconsolidated NOI	$	73,671		$	95,839		$	18,277		$	18,201

Total Consolidated + Unconsolidated NOI							$	185,468		$	159,658
Less: Non-Same Store NOI adjustments								1,214			5,881
Total SSNOI including redevelopment							$	186,682		$	165,539
Less: Redevelopment Same Store NOI adjustments								(7,435	)		(5,139	)
Total SSNOI excluding redevelopment							$	179,247		$	160,400

SSNOI % Change including redevelopment								12.8	%
SSNOI % Change excluding redevelopment								11.8	%

The increase in SSNOI at the Company’s effective ownership interest for the six months ended June 30, 2021, as compared to 2020, primarily was attributable to rental income paid in 2021 by cash basis tenants which related to amounts (including deferred rent) originally owed in 2020, partially offset by the impact of lower occupancy.

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company periodically evaluates opportunities to issue and sell additional debt or equity securities, obtain credit facilities from lenders or repurchase or refinance long-term debt as part of its overall strategy to further strengthen its financial position. The Company remains committed to monitoring liquidity and maintaining low leverage in an effort to lower its overall risk profile.

The Company’s consolidated and unconsolidated debt obligations generally require monthly or semi-annual payments of principal and/or interest over the term of the obligation. While the Company currently believes it has several viable sources to obtain capital and fund its business, including capacity under its credit facilities described below, no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated.

The Company has historically accessed capital sources through both the public and private markets. Acquisitions and redevelopments are generally financed through cash provided from operating activities, Revolving Credit Facilities (as defined below), mortgages assumed, secured debt, unsecured debt, common and preferred equity offerings, joint venture capital and asset sales. Total consolidated debt outstanding was $1.8 billion at June 30, 2021, compared to $1.9 billion at December 31, 2020.

The Company had an unrestricted cash balance of $57.9 million at June 30, 2021, no outstanding balance on Revolving Credit Facilities, and accordingly, availability under the Revolving Credit Facilities of $970.0 million (subject to satisfaction of applicable borrowing conditions). The Company has $5.9 million of consolidated mortgage debt, at its share, maturing during the remainder of 2021, $140.5 million of consolidated mortgage debt, at its share, maturing in 2022 and no unsecured debt maturities prior to 2023. The Company’s unconsolidated joint ventures have $34.2 million of mortgage debt at the Company’s share maturing in the remainder of 2021, and $92.5 million of mortgage debt at the Company’s share maturing in 2022. As of June 30, 2021, the Company anticipates that it has approximately $28 million to fund on its pipeline of identified redevelopment projects. The Company declared dividends of $0.23 per share in the six months ended June 30, 2021. The Company believes it has sufficient liquidity to operate its business at this time.

Revolving Credit Facilities

The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions, arranged by Wells Fargo Securities, LLC, J.P. Morgan Chase Bank, N.A., Citizens Bank, N.A., RBC Capital Markets and U.S. Bank National Association (the “Unsecured Credit Facility.”) The Unsecured Credit Facility provides for borrowings of up to $950 million (which may be increased to $1.45 billion provided that the new lenders agree to existing terms of the facility or existing lenders increase their incremental commitments) and a maturity date of January 2024, with two six-month options to extend the maturity to January 2025 upon the Company’s request (subject to satisfaction of certain conditions). The Company also maintains an unsecured revolving credit facility with PNC Bank, National Association, which provides for borrowings of up to $20 million (the “PNC Facility,” and together with the Unsecured Credit Facility, the “Revolving Credit Facilities”), and has terms substantially the same as those contained in the Unsecured Credit Facility. The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR plus a specified spread (0.90% at June 30, 2021), or the Alternate Base Rate, as defined in the respective facility, plus a specified spread (0% at June 30, 2021). The Company also pays an annual facility fee of 20 basis points on the aggregate commitments applicable to each Revolving Credit Facility. The specified spreads and commitment fees vary depending on the Company’s long-term senior unsecured debt ratings from Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings (“S&P”), Fitch Investor Services Inc. (“Fitch”) and their successors.

The Revolving Credit Facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness are, or may be, issued contain certain financial and operating covenants including, among other things, leverage ratios and debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets and engage in mergers and certain acquisitions. These credit facilities and indentures also contain customary default provisions including the failure to make timely payments of principal and interest payable thereunder, the failure to comply with the Company’s financial and operating covenants and the failure of the Company or its majority-owned subsidiaries (i.e., entities in which the Company has a greater than 50% interest) to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. In the event the Company’s lenders or note holders declare a default, as defined in the applicable agreements governing the debt, the Company may be unable to obtain further funding and/or an acceleration of any outstanding borrowings may occur. As of June 30, 2021, the Company was in compliance with all of its financial covenants in the agreements governing its debt. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. The Company is closely monitoring the impact of the COVID-19 pandemic on its business and the Company believes it will continue to operate in compliance with these covenants.

Consolidated Indebtedness – as of June 30, 2021

As discussed above, the Company is committed to maintaining low leverage and may utilize proceeds from equity offerings or the sale of properties or other investments to repay additional debt. These sources of funds could be affected by various risks and uncertainties. No assurance can be provided that the Company’s debt obligations will be refinanced or repaid as currently anticipated. See Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives. The Company has sought to manage its debt maturities through executing a strategy to extend debt duration, increase liquidity, maintain low leverage and improve the Company’s credit profile with a focus of lowering the Company's balance sheet risk and cost of capital.

Unconsolidated Joint Ventures’ Mortgage Indebtedness – as of June 30, 2021

The outstanding indebtedness of the Company’s unconsolidated joint ventures at June 30, 2021, which matures in the subsequent 13-month period (i.e. through July 31, 2022), is as follows (in millions):

	Outstanding at June 30, 2021		At SITE Centers' Share
DDR Domestic Retail Fund I^(A)	$	462.5	$	92.5
RVIP IIIB^(B)		61.8		15.9
Sun Center Limited^(B)		18.9		15.0
DDR SAU Retail Fund LLC^(C)		16.7		3.3
Total debt maturities through July 2022	$	559.9	$	126.7

(A)

Expected to be refinanced.

(B)

Expected to enter into an extension agreement with the lender or refinanced.

(C)

Expected to repay outstanding loan balance at maturity.

Subject to the uncertain impact of the COVID-19 pandemic on capital and transactions markets, it is expected that the joint ventures will fund these obligations from refinancing opportunities, including extension options or possible asset sales. No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Similar to SITE Centers, the Company’s joint ventures experienced a reduction in rent collections, beginning in the second quarter of 2020, as a result of the impact of the COVID-19 pandemic. Depending on the duration of the impact of the COVID‑19 pandemic, and subject to discussions with applicable lenders, reduced rent collections may cause one or more of these joint ventures to be unable to satisfy applicable covenants, financial tests, debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity.

Cash Flow Activity

The Company’s cash flow activities are summarized as follows (in thousands):

	Six Months
	Ended June 30,
	2021			2020
Cash flow provided by operating activities	$	144,756		$	71,865
Cash flow (used for) provided by investing activities		(31,561	)		111,919
Cash flow used for financing activities		(126,457	)		(74,237	)

Changes in cash flow for the six months ended June 30, 2021, compared to the prior comparable period, are as follows:

Operating Activities: Cash provided by operating activities increased $72.9 million primarily due to the following:

•

Increase in cash collected from tenants;

•

Reduction in interest income received from preferred investments and

•

Reduction in fees earned from joint ventures and managed properties.

Investing Activities: Cash (used for) provided by investing activities decreased $143.5 million primarily due to the following:

•

Decrease in proceeds from disposition of real estate and joint venture interests of $111.5 million and

•

Increase in real estate assets acquired and developed of $26.6 million.

Financing Activities: Cash used for financing activities increased $52.2 million primarily due to the following:

•

Increase in debt repayments net of proceeds of $176.8 million;

•

Redemption of preferred shares of $150.0 million;

•

Net proceeds from the March 2021 common share offering of $225.3 million and

•

Decrease in dividends paid of $45.0 million.

RVI Preferred Shares

In 2018, RVI issued to the Company 1,000 shares of its series A preferred stock (the “RVI Preferred Shares”), which are noncumulative and have no mandatory dividend rate or maturity date. The RVI Preferred Shares rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of RVI, senior in preference and priority to RVI’s common shares and any other

class or series of RVI capital stock. Subject to the requirement that RVI distribute to its common shareholders the minimum amount required to be distributed with respect to any taxable year in order for RVI to maintain its status as a REIT and to avoid U.S. federal income taxes, the RVI Preferred Shares will be entitled to a dividend preference for all dividends declared on RVI’s capital stock at any time up to a “preference amount” equal to $190 million in the aggregate, which amount may increase by up to an additional $10 million if the aggregate gross proceeds of RVI asset sales subsequent to July 1, 2018, exceeds approximately $2.0 billion. Notwithstanding the foregoing, the RVI Preferred Shares are entitled to receive dividends only when, as and if declared by the Board of Directors of RVI, and RVI’s ability to pay dividends is subject to any restrictions set forth in the terms of its indebtedness.

Dividend Distribution

The Company declared common and preferred cash dividends of $56.5 million and $49.2 million for the six months ended June 30, 2021 and 2020, respectively. The Company intends to distribute at least 100% of ordinary taxable income in the form of common and preferred dividends with respect to the year ending December 31, 2021 in order to maintain compliance with REIT requirements and in order to not incur federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities).

The Company declared a quarterly cash dividend of $0.11 per common share for the first quarter of 2021 and $0.12 per common share for the second quarter of 2021. The Board of Directors intends to monitor the Company’s dividend policy in order to maintain sufficient liquidity during the pendency of the COVID-19 pandemic and in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements.

SITE Centers’ Equity

In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.3 million.

In April 2021, the Company redeemed all $150.0 million aggregate liquidation preference of its Class K Preferred Shares at a redemption price of $500 per Class K Preferred Share (or $25.00 per depositary share) plus accrued and unpaid dividends of $7.2049 per Class K Preferred Share (or $0.3602 per depositary share). The Company recorded a non-cash charge of $5.1 million to net income attributable to common shareholders in the second quarter of 2021, which represents the difference between the redemption price and the carrying amount immediately prior to redemption, which was recorded to additional paid in capital upon original issuance.

In November 2018, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company may purchase up to a maximum value of $100 million of its common shares. Through July 26, 2021, the Company had repurchased 5.1 million of its common shares under this program in open market transactions at an aggregate cost of approximately $57.9 million, or $11.33 per share. As of July 26, 2021, the Company had not repurchased any shares under the program during 2021.

SOURCES AND USES OF CAPITAL

Strategic Transaction Activity

The Company remains committed to maintaining sufficient liquidity, managing debt duration and maintaining low leverage in an effort to lower its overall risk profile. Equity offerings, asset sales and proceeds from the repayment of other investments continue to represent a potential source of proceeds to be used to achieve these objectives.

Equity Transactions

In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.3 million which were used, in part, in April 2021 to redeem all of its Class K Preferred Shares having an aggregate liquidation preference of $150.0 million.

Acquisitions

During the six months ended June 30, 2021, the Company purchased two shopping centers (Delray Beach, Florida and Charlottesville, Virginia) for an aggregate purchase price of $48.8 million, which includes $17.9 million of assumed mortgage indebtedness.

Proceeds from Transactional Activity

During the six months ended June 30, 2021, the Company sold three unconsolidated shopping centers, aggregating 0.3 million square feet, wholly-owned land parcels and the Hobby Lobby pad of a shopping center. These sales collectively generated proceeds totaling $50.3 million, of which the Company’s proportionate share of the proceeds was $20.7 million. The Company’s pro rata share of proceeds is before giving effect to the repayment of indebtedness and transaction costs.

Changes in investment strategies for assets may impact the Company’s hold-period assumptions for those properties. The disposition of certain assets could result in a loss or impairment recorded in future periods. The Company evaluates all potential sale opportunities taking into account the long-term growth prospects of the assets, the use of proceeds and the impact to the Company’s balance sheet, in addition to the impact on operating results.

Redevelopment Opportunities

One key component of the Company’s long-term strategic plan will be the evaluation of additional tactical redevelopment potential within the portfolio, particularly as it relates to the efficient use of the underlying real estate. The Company will generally commence construction on various redevelopments only after substantial tenant leasing has occurred. At June 30, 2021, the Company anticipates that it has approximately $28 million to fund on its pipeline of identified redevelopment projects.

At June 30, 2021, the Company’s Land on the consolidated balance sheets included herein was $961.6 million and primarily consisted of land that is part of the Company’s shopping center portfolio. However, this amount also includes a small portion of vacant land composed primarily of outlots or expansion pads adjacent to the shopping center properties. Approximately 130 acres of this land, which has a recorded cost basis of approximately $15 million, is available for future development or sale.

Redevelopment Projects

As part of its strategy to expand, improve and re-tenant various properties, at June 30, 2021, the Company had invested approximately $52 million in various active consolidated redevelopment and other projects. The Company’s major redevelopment projects are typically substantially complete within two years of the construction commencement date. At June 30, 2021, the Company’s large-scale shopping center expansion and repurposing projects were as follows (in thousands):

Location	Estimated Stabilized Quarter	Estimated Gross Cost		Cost Incurred at June 30, 2021
West Bay Plaza - Phase II (Cleveland, Ohio)	2Q23	$	9,102	$	1,623
1000 Van Ness (San Francisco, California)	2Q21		4,810		—
Woodfield Village Green (Chicago, Illinois)	TBD		—		1,295
Perimeter Pointe (Atlanta, Georgia)	TBD		—		1,233
Total		$	13,912	$	4,151

At June 30, 2021, the Company’s tactical redevelopment projects, including outparcels, first generation space and small-scale shopping center expansions and other capital improvements, were as follows (in thousands):

Location	Estimated Stabilized Quarter	Estimated Gross Cost		Cost Incurred at June 30, 2021
Shoppers World (Boston, Massachusetts)	4Q23	$	6,672	$	148
University Hills (Denver, Colorado)	4Q23		4,589		397
Hamilton Marketplace (Trenton, New Jersey)	4Q22		3,843		1,521
The Collection at Brandon Boulevard (Tampa, Florida)	3Q21		2,020		1,820
Chapel Hills (Denver, Colorado)	3Q21		1,424		1,264
West Bay Plaza (Cleveland, Ohio)	1Q22		335		55
Other Tactical Projects	N/A		16,070		14,054
Total		$	34,953	$	19,259

No major redevelopment assets have been completed to date in 2021. For tactical redevelopment and larger retenanting projects completed in 2021, the assets placed in service were completed at a cost of approximately $103 per square foot.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has a number of off-balance sheet joint ventures with varying economic structures. Through these interests, the Company has investments in operating properties. Such arrangements are generally with institutional investors.

The Company’s unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $1.0 billion and $1.4 billion at June 30, 2021 and 2020, respectively (see Item 3. Quantitative and Qualitative Disclosures About Market Risk). Such mortgages are generally non-recourse to the Company and its partners; however, certain mortgages may have recourse to the Company and its partners in certain limited situations, such as misappropriation of funds, impermissible transfer, environmental contamination and material misrepresentations.

CAPITALIZATION

At June 30, 2021, the Company’s capitalization consisted of $1.8 billion of debt, $175.0 million of preferred shares and $3.2 billion of market equity (market equity is defined as common shares and OP Units outstanding multiplied by $15.06, the closing price of the Company’s common shares on the New York Stock Exchange on June 30, 2021), resulting in a debt to total market capitalization ratio of 0.35 to 1.0, as compared to the ratio of 0.50 to 1.0 at June 30, 2020. The closing price of the Company’s common shares on the New York Stock Exchange was $8.10 at June 30, 2020. At June 30, 2021 and 2020, the Company’s total debt consisted of $1.6 billion and $1.5 billion of fixed-rate debt, respectively, and $0.2 billion and $0.4 billion of variable-rate debt, respectively.

It is management’s strategy to have access to the capital resources necessary to manage the Company’s balance sheet and to repay upcoming maturities. Accordingly, the Company may seek to obtain funds through additional debt or equity financings and/or joint venture capital in a manner consistent with its intention to operate with a conservative debt capitalization policy and to reduce the Company’s cost of capital by maintaining an investment grade rating with Moody’s, S&P and Fitch. A security rating is not a recommendation to buy, sell or hold securities, as it may be subject to revision or withdrawal at any time by the rating organization. Each rating should be evaluated independently of any other rating. The Company may not be able to obtain financing on favorable terms, or at all, which may negatively affect future ratings.

The Company’s credit facilities and the indentures under which the Company’s senior and subordinated unsecured indebtedness are, or may be, issued contain certain financial and operating covenants, including, among other things, debt service coverage and fixed charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets, engage in mergers and certain acquisitions and make distribution to its shareholders. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. In addition, certain of the Company’s credit facilities and indentures permit the acceleration of maturity in the event certain other debt of the Company is in default or has been accelerated. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would have a negative impact on the Company’s financial condition and results of operations.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

The Company has no consolidated debt maturing until December 2021. The Company expects to fund future maturities from utilization of its Revolving Credit Facilities, proceeds from asset sales and other investments, cash flow from operations and/or additional debt or equity financings. No assurance can be provided that these obligations will be repaid as currently anticipated or refinanced.

RVI Guaranty

In 2018, the Company provided an unconditional guaranty to PNC Bank with respect to any obligations of RVI outstanding from time to time under a $30 million revolving credit agreement entered into by RVI with PNC Bank which matures in February 2022. RVI has agreed to reimburse the Company for any amounts paid by it to PNC Bank pursuant to the guaranty plus interest at a contracted rate and to pay an annual commitment fee to the Company on account of the guaranty.

Other Guaranties

In conjunction with the redevelopment of shopping centers, the Company had entered into commitments with general contractors aggregating approximately $13.5 million for its consolidated properties at June 30, 2021. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow, asset sales or borrowings under the Revolving Credit Facilities. These contracts typically can be changed or terminated without penalty.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At June 30, 2021, the Company had purchase order obligations, typically payable within one year, aggregating approximately $5.3 million related to the maintenance of its properties and general and administrative expenses.

ECONOMIC CONDITIONS

Despite an increase in retailer bankruptcies in 2020 and the increase of e-commerce distribution witnessed during the past several years, the Company experienced strong momentum in new lease discussions and renewal negotiations with tenants in the second half of 2020, which continued through the first half of 2021. Ultimately, the Company executed new leases and renewals aggregating approximately 1.6 million square feet of space for the six months ended June 30, 2021, on a pro rata basis, which exceeded first half 2020 leasing levels. Although, there may be some additional disruption among existing tenants due to the continuing impact of the COVID-19 pandemic, the Company believes that recent strong leasing volumes are attributable to the location of the Company’s portfolio in suburban, high household income communities (which have been impacted less by the pandemic on a relative basis) and to national tenants’ increasing emphasis and reliance on physical store locations to improve the spread and efficiency of fulfillment of online purchases.

The Company benefits from a diversified tenant base, with only one tenant whose annualized rental revenue equals or exceeds 3% of the Company’s annualized consolidated revenues plus the Company’s proportionate share of unconsolidated joint venture revenues (TJX Companies at 6.0%). Other significant tenants include Dick’s Sporting Goods, Ulta, Bed Bath & Beyond, Best Buy, Nordstrom Rack, Five Below, Ross Stores, Kroger, Whole Foods and Home Depot, all of which have relatively strong financial positions, have outperformed other retail categories over time and the Company believes remain well-capitalized. Historically these tenants have provided a stable revenue base, and the Company believes that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of its tenants to outperform under a variety of economic conditions. The Company recognizes the risks posed by current economic conditions but believes that the position of its portfolio and the general diversity and credit quality of its tenant base should enable it to successfully navigate through a potentially challenging economic environment. The Company has relatively little reliance on overage or percentage rents generated by tenant sales performance.

The Company believes that its shopping center portfolio is well positioned, as evidenced by its historical property income growth and consistent growth in average annualized base rent per occupied square foot. Historical occupancy has generally ranged from 89% to 96% since the Company’s initial public offering in 1993. At June 30, 2021 and December 31, 2020, the shopping center portfolio occupancy, on a pro rata basis, was 89.7% and 89.0%, respectively, and the total portfolio average annualized base rent per occupied square foot, on a pro rata basis, was $18.39 and $18.50, respectively. The Company’s portfolio has been impacted by tenant bankruptcies and lease expirations (which increased in number and pace following the onset of the COVID-19 pandemic) and the Company has had to invest capital to re-lease anchor units. Although the per square foot cost of leasing capital expenditures has been predominantly consistent with the Company’s historical trends, the high volume of the Company’s recent anchor leasing activity has caused aggregate leasing capital expenditure levels to remain elevated. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new and renewal leases executed during the six months ended June 30, 2021 and 2020, on a pro rata basis, was $2.26 and $2.30 per rentable square foot, respectively. The Company generally does not expend a significant amount of capital on lease renewals.

Beginning in March 2020, the retail sector has been significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic on tenant operations has varied by tenant category, local conditions and applicable government mandates, a significant number of the Company’s tenants experienced a reduction in sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of time. As of July 21, 2021, 100% of the Company’s tenants (at the Company’s share and based on average base rents) were open for business, up from an open rate low of 45% in early April 2020. The COVID-19 pandemic had no impact on the Company’s collection of rents for the first quarter of 2020, but it had a significant impact on collection of rents from April 2020 through the end of 2020. The Company’s collection rates have shown significant improvements in 2021 and a substantial majority of the Company’s tenants, including cash basis tenants, are paying their monthly rent and repaying deferred rents relating to prior periods. As of July 21, 2021, the Company’s quarterly rent payment rates, for assets owned at June 30, 2021, determined on a pro rata basis, for each quarterly reporting period since March 2020, and updated for subsequent cash receipts (including the repayment of deferred rents), are reflected as follows:

Second Quarter

2020

Third Quarter

2020

Fourth Quarter

2020

First Quarter

2021

Second Quarter

2021

As of July 21, 2021

89%

93%

97%

98%

For purposes of reporting the percentage of aggregate base rents collected for a given period, when rents subject to deferral arrangements are later paid, those payments are allocated to the period in which the rent was originally owed. The Company calculates the aggregate percentage of rents paid by comparing the amount of tenant payments received as of the date presented to the amount billed to tenants during the period, which billed amount includes abated rents, rents subject to deferral arrangements and rents owing from bankrupt tenants that were in possession of the space and billed.

The Company has reached satisfactory resolution with the majority of tenants that still owe unpaid rents as a result of disruptions to their business related to the COVID-19 pandemic. These resolutions typically have taken the form of rent deferral arrangements (often given in exchange for the extension of lease terms or other concessions) where the majority of deferred amounts are scheduled to be repaid by the end of 2021. The Company continues to evaluate its options with respect to tenants with which the Company has not reached satisfactory resolution of unpaid rents and has commenced collection actions against several tenants. Agreed-upon rent-deferral arrangements relating to 2020 and 2021 base rents that remain unpaid for assets owned as of June 30, 2021, represented the following percentages of quarterly based rents (at the Company’s share), including tenants on a cash basis, compared to what the Company reported in its Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Report on Form 10-Q for the quarters ended September 30, 2020 and March 31, 2021:

	Second Quarter 2020	Third Quarter 2020	Fourth Quarter 2020	First Quarter 2021	Second Quarter 2021
As of July 21, 2021	2%	4%	1%	1%	0%
As of April 16, 2021	6%	8%	1%	1%	N/A
As of February 12, 2021	11%	8%	2%	N/A	N/A
As of October 23, 2020	16%	8%	N/A	N/A	N/A

The Company is unable to forecast the duration of the disruption to tenant and Company operations caused by the COVID-19 pandemic or the ultimate level of collections of rents and other unpaid amounts owed by tenants that were deferred or unpaid during 2020. However, the level and pace of collections of such deferred rents and other unresolved amounts exceeded management’s expectations during the first half of 2021, especially with respect to collections from tenants previously placed on the cash basis of accounting. If new surges in contagion were to occur, or if new COVID-19 variants were to be discovered which are more resistant to vaccines, or if there are decreases in the effectiveness of such vaccines, the Company’s recent success in the collection of deferred rents and unresolved amounts could be adversely impacted and such developments could lead to new restrictions on tenant operations, nonpayment of contractual and previously deferred rents, additional tenant requests for rent relief and additional tenant closures and bankruptcies, all of which could adversely impact the Company’s results of operations in the future. Certain tenant categories remain especially vulnerable to the impacts of the COVID-19 pandemic, including movie theaters, fitness and local restaurants. For additional risks relating to the COVID-19 pandemic, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

FORWARD-LOOKING STATEMENTS

MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of

the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions (including any related pro forma financial information) and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The impact of the COVID-19 pandemic may also exacerbate the risks discussed therein and herein, any of which could have a material effect on the Company.

Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

•

The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;

•

The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions;

•

The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including sales over the internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent;

•

The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants;

•

The Company relies on major tenants, which makes it vulnerable to changes in the business and financial condition of, or demand for its space by, such tenants;

•

The Company may not realize the intended benefits of acquisition or merger transactions. The acquired assets may not perform as well as the Company anticipated, or the Company may not successfully integrate the assets and realize improvements in occupancy and operating results. The acquisition of certain assets may subject the Company to liabilities, including environmental liabilities;

•

The Company may fail to identify, acquire, construct or develop additional properties that produce a desired yield on invested capital, or may fail to effectively integrate acquisitions of properties or portfolios of properties. In addition, the Company may be limited in its acquisition opportunities due to competition, the inability to obtain financing on reasonable terms or any financing at all and other factors;

•

The Company may fail to dispose of properties on favorable terms, especially in regions experiencing deteriorating economic conditions. In addition, real estate investments can be illiquid, particularly as prospective buyers may experience increased costs of financing or difficulties obtaining financing due to local or global conditions, and could limit the Company’s ability to promptly make changes to its portfolio to respond to economic and other conditions;

•

The Company may abandon a development or redevelopment opportunity after expending resources if it determines that the opportunity is not feasible due to a variety of factors, including a lack of availability of construction financing on reasonable terms, the impact of the economic environment on prospective tenants’ ability to enter into new leases or pay contractual rent, or the inability of the Company to obtain all necessary zoning and other required governmental permits and authorizations;

•

The Company may not complete development or redevelopment projects on schedule as a result of various factors, many of which are beyond the Company’s control, such as weather, labor conditions, governmental approvals, material shortages or

general economic downturn, resulting in limited availability of capital, increased debt service expense and construction costs and decreases in revenue;

•

The Company’s financial condition may be affected by required debt service payments, the risk of default, restrictions on its ability to incur additional debt or to enter into certain transactions under its credit facilities and other documents governing its debt obligations and the risk of downgrades from debt rating services. In addition, the Company may encounter difficulties in obtaining permanent financing or refinancing existing debt. Borrowings under the Company’s Revolving Credit Facilities are subject to certain representations and warranties and customary events of default, including any event that has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition;

•

Changes in interest rates could adversely affect the market price of the Company’s common shares, as well as its performance and cash flow;

•

Debt and/or equity financing necessary for the Company to continue to grow and operate its business may not be available or may not be available on favorable terms;

•

Disruptions in the financial markets could affect the Company’s ability to obtain financing on reasonable terms and have other adverse effects on the Company and the market price of the Company’s common shares;

•

The Company is subject to complex regulations related to its status as a REIT and would be adversely affected if it failed to qualify as a REIT;

•

The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all;

•

Joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that a partner or co-venturer may become bankrupt, may at any time have interests or goals different from those of the Company and may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s policy with respect to maintaining its qualification as a REIT. In addition, a partner or co‑venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture or may seek to terminate the joint venture, resulting in a loss to the Company of property revenues and management fees. The partner could cause a default under the joint venture loan for reasons outside the Company’s control. Furthermore, the Company could be required to reduce the carrying value of its equity investments, including preferred investments, if a loss in the carrying value of the investment is realized;

•

The Company’s decision to dispose of real estate assets, including undeveloped land and construction in progress, would change the holding period assumption in the undiscounted cash flow impairment analyses, which could result in material impairment losses and adversely affect the Company’s financial results;

•

The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely affect the Company’s results of operations and financial condition;

•

Property damage, expenses related thereto, and other business and economic consequences (including the potential loss of revenue) resulting from extreme weather conditions or natural disasters in locations where the Company owns properties may adversely affect the Company’s results of operations and financial condition;

•

Sufficiency and timing of any insurance recovery payments related to damages and lost revenues from extreme weather conditions or natural disasters may adversely affect the Company’s results of operations and financial condition;

•

The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises, including the COVID-19 pandemic;

•

The Company is subject to potential environmental liabilities;

•

The Company may incur losses that are uninsured or exceed policy coverage due to its liability for certain injuries to persons, property or the environment occurring on its properties;

•

The Company could incur additional expenses to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations;

•

Changes in accounting standards or other standards may adversely affect the Company’s business;

•

The Company’s Board of Directors, which regularly reviews the Company’s business strategy and objectives, may change the Company’s strategic plan based on a variety of factors and conditions, including in response to changing market conditions and

•

The Company and its vendors could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, which could disrupt the Company’s business operations, compromise the confidentiality of sensitive information and result in fines or penalties.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is interest rate risk. The Company’s debt, excluding unconsolidated joint venture debt, is summarized as follows:

	June 30, 2021										December 31, 2020
	Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total			Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total
Fixed-Rate Debt	$	1,611.0		4.2		4.1	%		89.6	%	$	1,602.4		4.7		4.1	%		82.9	%
Variable-Rate Debt	$	187.4		1.1		1.7	%		10.4	%	$	331.1		1.9		1.5	%		17.1	%

The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:

	June 30, 2021									December 31, 2020
	Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate
Fixed-Rate Debt	$	754.9	$	177.2		2.4		4.4	%	$	757.5	$	178.2		2.9		4.4	%
Variable-Rate Debt	$	242.5	$	48.5		1.0		2.5	%	$	272.1	$	54.4		0.5		2.5	%

The Company intends to use retained cash flow, proceeds from asset sales, equity and debt financing and variable-rate indebtedness available under its Revolving Credit Facilities to repay indebtedness and fund capital expenditures at the Company’s shopping centers. Thus, to the extent the Company incurs additional variable-rate indebtedness, its exposure to increases in interest rates in an inflationary period could increase. The Company does not believe, however, that increases in interest expense as a result of inflation will significantly impact the Company’s distributable cash flow.

The carrying value and the fair value of the Company’s fixed-rate debt are adjusted to include the Company’s proportionate share of the joint venture fixed-rate debt. An estimate of the effect of a 100 basis-point increase at June 30, 2021 and December 31, 2020, is summarized as follows (in millions):

	June 30, 2021						December 31, 2020
	Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate		Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate
Company's fixed-rate debt	$	1,611.0	$	1,729.5	$	1,664.9	$	1,602.4	$	1,704.0	$	1,634.3
Company's proportionate share of joint venture fixed-rate debt	$	177.2	$	181.6	$	177.8	$	178.2	$	181.6	$	177.2

The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above. A 100 basis-point increase in short-term market interest rates on variable-rate debt at June 30, 2021, would result in an increase in interest expense of approximately $0.9 million for the Company and $0.2 million representing the Company’s proportionate share of the joint ventures’ interest expense relating to variable-rate debt outstanding for the six months ended June 30, 2021. The estimated increase in interest expense for the year does not give effect to possible changes in the daily balance of the Company’s or joint ventures’ outstanding variable-rate debt.

The Company and its joint ventures intend to continually monitor and actively manage interest costs on their variable-rate debt portfolio and may enter into swap positions based on market fluctuations. In addition, the Company believes it has the ability to

obtain funds through additional equity and/or debt offerings and joint venture capital. Accordingly, the cost of obtaining such protection agreements versus the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of June 30, 2021, the Company had no other material exposure to market risk.

Item 4.

CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Securities Exchange Act of 1934 Rules 13a-15(b) and 15d-15(b), of the effectiveness of our disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

During the three months ended June 30, 2021, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Item 1A.

RISK FACTORS

None.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

	(a)		(b)		(c)		(d)
	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
April 1–30, 2021		1,137	$	13.77		—	$	—
May 1–31, 2021		20		14.75		—		—
June 1–30, 2021		20		14.97		—		—
Total		1,177	$	13.81		—	$	42.1

(1)	Common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting and/or exercise of awards under the Company’s equity-based compensation plans.

On November 29, 2018, the Company announced that its Board of Directors authorized a common share repurchase program. Under the terms of the program authorized by the Board, the Company may purchase up to a maximum value of $100 million of its common shares and the program has no expiration date. As of July 26, 2021, the Company had repurchased 5.1 million of its common shares in the aggregate at a cost of $57.9 million and a weighted-average cost of $11.33 per share under the program. As of July 26, 2021, the Company had not repurchased any shares under the program during 2021.

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

Item 5.

OTHER INFORMATION

None.

Item 6.

EXHIBITS

10.1		Employment Agreement, dated as of May 11, 2021, by and between the Company and John Cattonar¹

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934¹

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934¹

32.1		Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002^1,2

32.2		Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002^1,2

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document²

101.SCH		Inline XBRL Taxonomy Extension Schema Document²

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document²

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document²

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document²

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document²

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 has been formatted in Inline XBRL and included in Exhibit 101.

1	Submitted electronically herewith.

2	Pursuant to SEC Release No. 34-4751, these exhibits are deemed to accompany this report and are not “filed” as part of this report

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020, (ii) Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020, (iii) Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2021 and 2020, (iv) Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2021 and 2020, (v) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 and (vi) Notes to Condensed Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of May 11, 2021, is by and between SITE Centers Corp., an Ohio corporation (“SITE Centers” or the “Company”), and John Cattonar (“Executive”).

The Board of Directors of SITE Centers (the “Board”), on behalf of the Company, and Executive desire to enter into this Agreement to reflect the terms pursuant to which Executive will continue to serve SITE Centers (certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 22 of this Agreement).

SITE Centers and Executive agree, effective as of the date first set forth above (the “Effective Date”), as follows:

1. Employment, Term. SITE Centers will engage and employ Executive to render services in the administration and operation of its affairs as its Chief Investment Officer, reporting directly to SITE Centers’ Chief Executive Officer (the “CEO”) and performing such duties and having such responsibilities and authority as are customarily incident to the principal investment officers of companies similar in size to, and in a similar business as, SITE Centers, together with such other duties as, from time to time, may be specified by the CEO, in a manner consistent with Executive’s status as Chief Investment Officer, all in accordance with the terms and conditions of this Agreement, for a term extending from the Effective Date through May 11, 2024. The period of time from the Effective Date through May 11, 2024 is sometimes referred to herein as the “Contract Period.” During the Contract Period while Executive is employed by SITE Centers, Executive shall report to the CEO.

2. Full-Time Services. Throughout the Contract Period while Executive is employed by SITE Centers, Executive will devote substantially all of Executive’s business time and efforts to the service of SITE Centers, except for (a) usual vacation periods and reasonable periods of illness, (b) reasonable periods of time devoted to Executive’s personal financial affairs, and (c) with the prior consent of the CEO, services as a director or trustee of other corporations or organizations, either for profit or not for profit, that are not in competition with SITE Centers; provided, however, that in no event shall Executive devote less than 90% of Executive’s business time and efforts to the service of SITE Centers.

3. Compensation. For all services to be rendered by Executive to SITE Centers under this Agreement during the Contract Period while Executive is employed by SITE Centers, including services as Chief Investment Officer and any other services specified by the CEO, SITE Centers will pay and provide to Executive the compensation and benefits specified in this Section 3.

3.1 Base Salary. From and after the Effective Date and through the end of the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay Executive base salary (the “Base Salary”), in equal monthly or more frequent installments, at the rate of not less than Three Hundred and Fifty Thousand Dollars ($350,000) per year, subject to such increases as the Committee or the Board of Directors of SITE Centers (the “Board”) may approve. Any such increased Base Salary shall constitute “Base Salary” for purposes of this Agreement.

3.2 Annual Bonus. For each calendar year during the Contract Period while Executive is employed by SITE Centers, subject to achievement of applicable performance criteria, the Company shall make an annual incentive payment to Executive, in cash, for such calendar year (an “Annual Bonus”) between January 1 and March 15 of the immediately subsequent calendar year, determined and calculated in accordance with the percentages set forth on Exhibit A attached hereto (and rounded to the nearest dollar). The Company’s payment of an Annual Bonus to Executive shall be determined based on the factors and criteria that have been or may be

reasonably established from time to time for the calculation of the Annual Bonus by the Committee. For each calendar year in the Contract Period while Executive is employed by SITE Centers, the Board or the Committee will establish, and thereafter provide Executive with written notice of, the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable to, the determination of the Annual Bonus for Executive for such calendar year not later than March 15 of such year. There is no guaranteed Annual Bonus under this Agreement, and for each applicable year, Executive’s Annual Bonus could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto. Notwithstanding anything in this Agreement to the contrary, each Annual Bonus shall be on the terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which the Annual Bonus is granted.

3.3 Specific Equity Awards. The awards described in this Section 3.3 will at all times be subject to the approval of the Committee and to the terms and conditions of the Company’s 2019 Equity and Incentive Compensation Plan (or its successor(s)), as in effect from time to time (collectively, the “Equity Plan”), including, without limitation, all authority and powers provided or reserved to such plan’s administrator thereunder, as well as the award agreements for such awards. As applicable, any awards vesting in installments shall be rounded up to the next nearest share amount divisible by the number of installments.

(a) Initial Grant. On or as soon as practicable after the Effective Date, Executive shall be entitled to receive a grant of service-based restricted share units (“RSUs”) (or substantially similar award) covering a number of Shares equal to the quotient of (A) $300,000 divided by (B) the average closing price of a Share for the ten trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades (the “Initial RSUs”). Such Initial RSUs will, in general, vest subject to Executive’s continued employment with the Company in three substantially equal installments on each of the first three anniversaries of the date of grant, with dividend equivalents credited with respect to such Initial RSUs deferred until (and paid in Shares contingent upon) the vesting of such Initial RSUs.

(b) Annual Grants.

(i) Annual RSUs. No later than March 15 of each calendar year during the Contract Period (starting in 2022), provided that Executive is continuously employed by SITE Centers through the applicable date of grant, Executive shall be eligible to receive a grant of service-based RSUs (or substantially similar award) covering a number of Shares equal to the quotient of (A) not less than $125,000 divided by (B) the average closing price of a Share for the ten trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades (the “Annual RSUs”). Each grant of Annual RSUs will, in general, vest subject to Executive’s continued employment with the Company in three substantially equal installments on each of the first three anniversaries of the applicable date of grant, and dividend equivalents credited with respect to such Annual RSUs will be paid in cash on a current basis.

(ii) PRSUs. No later than March 15 of each calendar year during the Contract Period (starting in 2022), provided that Executive is continuously employed by SITE Centers through the applicable date of grant, Executive shall be eligible to receive one or more grants of performance-based RSUs (or substantially similar awards) covering a “target” number of Shares (in the aggregate) equal to the quotient of (A) not less than $250,000 divided by (B) the average closing price of

a Share for the ten trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades, the payout of which grant(s) will vary from 0% to 200% of the target award(s) based on achievement with respect to performance objectives established by the Committee, measured over, for each such award, a three-year performance period (the “PRSUs”); provided, however, that no less than 50% of the aggregate target PRSU award(s) for each such calendar year shall vest (from 0% to 200%) based on SITE Centers’ total shareholder return achievement relative to a peer group established by the Committee. Such PRSUs will be payable, if earned, after the expiration of the applicable performance period, and dividend equivalents credited with respect to such PRSUs will be deferred until (and paid in Shares contingent upon) the earning and vesting of such PRSUs.

3.4 Certain Other Equity Award Terms. Subject in all cases to the terms of the Equity Plan, any Initial RSUs, Annual RSUs and PRSUs granted to Executive in accordance with this Agreement and outstanding and unvested at the time of Executive’s termination of employment with the Company will vest on an accelerated basis and be paid pursuant to their terms if such termination is: (a) by the Company without Cause; (b) by Executive for Good Reason; (c) by the Company due to Executive’s Total Disability; or (d) due to Executive’s death; otherwise, upon Executive’s termination of employment, such outstanding and unvested awards (and any related unvested or unpaid dividend equivalents) will be forfeited by Executive (unless otherwise determined by the Committee before such termination of employment).

3.5 Taxes. Executive shall be solely responsible for taxes imposed on Executive by reason of any compensation and benefits provided under this Agreement, and all such compensation and benefits shall be subject to applicable withholding taxes.

4. Benefits.

4.1 Retirement and Other Benefit Plans Generally. Throughout the Contract Period while Executive is employed by SITE Centers, Executive will be entitled to participate in all retirement and other benefit plans maintained by SITE Centers that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans, including, without limitation, the SITE Centers 401(k) plan for its employees and any SITE Centers deferred compensation program.

4.2 Insurance, Generally. Throughout the Contract Period while Executive is employed by SITE Centers, SITE Centers will provide an enrollment opportunity to Executive and Executive’s eligible dependents for health, dental and vision insurance coverage, other insurance (e.g., life, disability, etc.) and any other health and welfare benefits maintained by SITE Centers from time to time, if any, during the Contract Period that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans. To the extent that SITE Centers maintains officer insurance coverage, Executive shall be covered by such policy on terms no less favorable than provided to other officers.

4.3 Paid Time Off. Executive will be entitled to such periods of paid time off during the Contract Period while Executive is employed by SITE Centers as may be provided from time to time under any SITE Centers paid time off policy for senior executive officers.

5. Expense Reimbursements. SITE Centers will reimburse Executive during the Contract Period while Executive is employed by SITE Centers for travel, entertainment, and other expenses reasonably and necessarily incurred by Executive in connection with SITE Centers’ business. Executive will provide such documentation with respect to expenses to be reimbursed as SITE Centers may reasonably request.

6. Termination.

6.1 Death or Disability. Executive’s employment under this Agreement will terminate immediately upon Executive’s death. SITE Centers shall terminate Executive’s employment under this Agreement immediately upon giving notice of termination if Executive is Totally Disabled (as that term is defined in Section 9.1 below) for an aggregate of 120 days in any consecutive 12 calendar months or for 90 consecutive days.

6.2 For Cause by SITE Centers.

(a) During the Contract Period while Executive is employed by SITE Centers, SITE Centers may terminate Executive’s employment under this Agreement for “Cause” at any time upon the occurrence of any of the following circumstances:

(i) willful failure by Executive substantially to perform the lawful instructions of SITE Centers or one of its Subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) following written notice by SITE Centers to Executive of such failure and 10 days within which to cure such failure;

(ii) Executive’s theft or embezzlement of SITE Centers property;

(iii) Executive’s dishonesty in the performance of Executive’s duties resulting in material harm to SITE Centers;

(iv) any act by Executive that constitutes (A) a felony under the laws of the United States or any state thereof or, where applicable, any other equivalent offense (including a crime subject to a custodial sentence) under the laws of the applicable jurisdiction, or (B) any other crime involving moral turpitude;

(v) willful or gross misconduct by Executive in connection with Executive’s duties to SITE Centers or otherwise which, in the reasonable good faith judgment of the Board, could reasonably be expected to be materially injurious to the financial condition or business reputation of SITE Centers, its Subsidiaries or affiliates; or

(vi) breach of the provisions of any restrictive covenants with SITE Centers, its Subsidiaries or affiliates.

(b) The termination of Executive’s employment under this Agreement shall not be deemed to be for “Cause” pursuant to this Section 6.2 unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive has committed the conduct described in Sections 6.2(a)(i), (ii), (iii), (iv), (v) or (vi) above, and specifying the particulars thereof in detail.

6.3 For Good Reason by Executive. During the Contract Period while Executive is employed by SITE Centers, Executive may terminate Executive’s employment under this Agreement for “Good Reason” if any of the following circumstances occur:

(a) SITE Centers materially reduces Executive’s authority, duties or responsibilities from those set forth in Section 1 above;

(b) SITE Centers materially reduces Executive’s Base Salary, Annual Bonus opportunity, or annual equity grant opportunity from that set forth in Section 3 above (but only to the extent that such reduction results in a substantial reduction in Executive’s total compensation);

(d) SITE Centers changes Executive’s principal place of employment to a location that is more than 50 miles from the geographical center of New York, NY; or

(e) SITE Centers materially breaches any of its obligations under this Agreement.

Notwithstanding the foregoing, no termination of employment by Executive shall constitute a termination for “Good Reason” unless (i) Executive gives SITE Centers notice of the existence of an event described in clause (a), (b), (c), (d) or (e) above, within sixty (60) days following the occurrence thereof and (ii) SITE Centers does not remedy such event described in clause (a), (b), (c), (d) or (e) above, as applicable, within thirty (30) days of receiving the notice described in the preceding clause (i), and (iii) in all cases, Executive terminates employment pursuant to this Section 6.3 within one year from the date the event described in clause (a), (b), (c), (d) or (e) above initially occurred.

6.4 Without Cause by SITE Centers. During the Contract Period while Executive is employed by SITE Centers, SITE Centers may terminate Executive’s employment under this Agreement at any time without Cause pursuant to written notice provided to Executive not less than 90 days in advance of such termination upon the affirmative vote of a majority of all of the members of the Board. Any termination under this Section 6.4 will be effective at such time during the Contract Period while Executive is employed by SITE Centers as may be specified in that written notice, subject to the preceding sentence.

6.5 Without Good Reason by Executive. During the Contract Period while Executive is employed by SITE Centers, Executive may terminate Executive’s employment under this Agreement at any time without Good Reason pursuant to written notice provided to SITE Centers not less than 90 days in advance of such termination. Any termination under this Section 6.5 will be effective at such time during the Contract Period while Executive is employed by SITE Centers as Executive may specify in that written notice, subject to the preceding sentence.

7. Payments upon Termination.

7.1 Upon Termination For Cause or Without Good Reason. If Executive’s employment under this Agreement is terminated by SITE Centers for Cause or by Executive without Good Reason during the Contract Period, SITE Centers will pay and provide to Executive the Executive’s Base Salary and any accrued but unused paid time off through the Termination Date in accordance with SITE Centers policy to the extent not already paid and continuing health, dental and vision insurance and other insurance (e.g. life, disability, etc.) at the levels specified in Section 4.2 through the Termination Date, and, except as may otherwise be required by law, SITE Centers will not pay or provide to Executive any further compensation or other benefits under this

Agreement. SITE Centers will pay any Base Salary referred to in this Section 7.1 to Executive within 30 days of the Termination Date.

7.2 Upon Termination Without Cause or For Good Reason. If Executive’s employment under this Agreement is terminated by SITE Centers other than due to Cause, death or disability (pursuant to Section 6.1), or by Executive for Good Reason, during the Contract Period, and Section 7.5 does not apply, SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.2, except that SITE Centers will not be obligated to pay the lump sum amounts specified in Section 7.2 (c), (d) and (e) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in Section 8.2 or (y) Executive has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this Section 7.2 are as follows:

(a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date.

(b) A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.

(c) A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period, and calculated on the basis of actual performance of the applicable performance objectives for the entire performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive on the same date that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year following the calendar year in which the Termination Date occurs.

(d) A lump sum amount equal to 1.5 times the sum of (A) Executive’s annual Base Salary as of the Termination Date, plus (B) an amount equal to the average of the Annual Bonuses earned by Executive in the three fiscal years ending immediately prior to the fiscal year in which the Termination Date occurs (the “Average Annual Bonus”). Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. Any annual bonus paid by SITE Centers to Executive for a calendar year prior to 2021 will constitute an “Annual Bonus” for purposes of calculating the Average Annual Bonus in connection with this Section 7.2(d) or Section 7.5(d).

(e) A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under SITE Centers’ health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.

7.3 Upon Termination by Reason of Death. If Executive’s employment under this Agreement is terminated by reason of Executive’s death during the Contract Period, SITE Centers will pay, or cause to be paid, and provide, or cause to be provided, to Executive’s personal representative and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.3, except that SITE Centers will not be obligated to pay the lump sum amounts specified in Section 7.3 (c) and (d) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in Section 8.2 or (y) Executive’s personal representative has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this Section 7.3 are as follows:

(b) A lump sum amount equal to Executive’s Annual Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive’s personal representative on the same date and in the same amount that the Annual Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs.

(c) A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive’s personal representative as soon as practicable (but no later than 74 days) following the Termination Date.

(d) A lump sum in cash to Executive’s personal representative as soon as practicable (but no later than 74 days) following Executive’s death in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium for SITE Centers provided health, dental and vision insurance benefits at the levels specified in Section 4.2 in effect for Executive as of Executive’s death, plus (B) the employer portion of the monthly premium for other SITE Centers provided insurance (e.g. life, disability, etc.) in effect for Executive as of Executive’s death.

7.4 Upon Termination by Reason of Disability. If Executive’s employment under this Agreement is terminated by SITE Centers pursuant to Section 6.1 during the Contract Period following Executive’s disability, SITE Centers will pay and provide to Executive and Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.4, except that SITE Centers will not be obligated to pay the lump sum amounts specified in Section 7.4 (c) and (d) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in Section 8.2 or (y) Executive (or in the event of Executive’s legal incapacity, Executive’s personal representative) has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this Section 7.4 are as follows:

(c) A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.

(d) A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision insurance benefits but only if Executive timely elects continuation coverage under SITE Centers’ health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.

7.5 Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and SITE Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows:

(c) A lump sum amount equal in value to Executive’s Annual Bonus that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.

(d) A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual

Bonus. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date.

8. Release. This Section 8 will apply only upon termination of Executive’s employment during the Contract Period (a) by SITE Centers without Cause, (b) by Executive for Good Reason, (c) by reason of Executive’s death or (d) by SITE Centers pursuant to Section 6.1 following Executive’s disability.

8.1 Presentation of Release by SITE Centers. If this Section 8 applies, SITE Centers may present to Executive (or in the case of Executive’s death or legal incapacity, to Executive’s personal representative), not later than 21 days after the Termination Date, a form of release (a “Release”) of all current and future claims, known or unknown, arising on or before the date on which the Release is to be executed, that Executive or Executive’s assigns have or may have against SITE Centers or any Subsidiary, and the directors, officers, and affiliates of any of them, substantially in the form attached hereto as Exhibit B, but subject to such modifications as may be reasonably determined necessary or appropriate by the Committee to reflect changes in applicable law or reasonable changes in best practices between the Effective Date and the execution of such Release, together with a covering message in which SITE Centers advises Executive (or Executive’s personal representative) that the Release is being presented in accordance with this Section 8.1 and that a failure by Executive (or Executive’s personal representative) to execute and return the Release as contemplated by Section 8.3 would relieve SITE Centers of the obligation to make payments otherwise due to Executive (or to Executive’s personal representative) under one or more portions of Section 7.2, Section 7.3 or Section 7.4, as the case may be.

8.2 Effect of Failure by SITE Centers to Present Release. If SITE Centers fails to present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, SITE Centers will be deemed to have waived the requirement that Executive (or Executive’s personal representative) execute a Release as a condition to receiving payments under any portion of Section 7.2, Section 7.3 or Section 7.4, as the case may be.

8.3 Execution of Release by Executive or Executive’s Personal Representative. If SITE Centers does present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, Executive (or Executive’s personal representative) will have until 60 days after the Termination Date (i.e., at least 39 days after presentation of the Release to Executive (or Executive’s personal representative)) within which to deliver an executed copy of the Release to SITE Centers and thereby satisfy the condition to receiving payments under any portion of Section 7.2, Section 7.3 or Section 7.4, as the case may be, provided that Executive (or Executive’s personal representative) does not revoke the execution of the Release during any applicable revocation period.

8.4 Effect of Failure to Execute Release or of Revocation of Release. If Executive (or Executive’s personal representative) fails to deliver an executed copy of the Release to SITE Centers within 60 days after the Termination Date or revokes the execution of the Release during any applicable revocation period, Executive (or Executive’s personal representative) will be

deemed to have waived the right to receive all payments under Section 7.2, Section 7.3 or Section 7.4, as the case may be, that were conditioned on the Release.

9. Disability Definitions; Physical Examination.

9.1 Definitions. For all purposes of this Agreement:

(a) Executive’s “Own Occupation” means the regular occupation in which Executive is engaged under this Agreement at the time Executive becomes disabled.

(b) “Total Disability” means that, because of sickness or injury, Executive is not able to perform the material and substantial duties of Executive’s Own Occupation.

(c) “Totally Disabled” means that Executive suffers from Total Disability (and Executive will be deemed to continue to be Totally Disabled so long as Executive is not able to work in Executive’s Own Occupation even if Executive works in some other capacity).

9.2 Physical Examination. If either SITE Centers or Executive, at any time or from time to time after receipt of notice of Executive’s Total Disability from the other, desires to contend that Executive is not Totally Disabled, Executive will promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the New York, New York or Cleveland, Ohio areas (at SITE Centers’ reasonable cost) and, unless that physician issues his or her written statement to the effect that, in his or her opinion, based on his or her diagnosis, Executive is capable of resuming Executive’s Own Occupation and discharging the duties of Executive’s Own Occupation in accordance with the terms of this Agreement, Executive will be deemed to be and to continue to be Totally Disabled for all purposes of this Agreement.

10. No Set‑Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No Effect Upon Other Plans. SITE Centers’ obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this Agreement will not be affected by any set‑off, counterclaim, recoupment, defense, or other claim whatsoever that SITE Centers or any Subsidiary or affiliate may have against Executive, except that the prohibition on set-off, counterclaim, recoupment, defense, or other claim contained in this sentence will not apply if Executive’s employment is terminated by SITE Centers for Cause. Executive will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. The amount of any payment provided for under this Agreement will not be reduced by any compensation or benefits earned by Executive as the result of employment by another employer or otherwise after the Termination Date. Neither the provisions of this Agreement nor the making of any payment provided for under this Agreement, nor the termination of SITE Centers’ obligations under this Agreement, will reduce any amounts otherwise payable, or in any way diminish Executive’s rights, under any incentive compensation plan, stock option or stock appreciation rights plan, restricted stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock purchase and savings plan, disability or insurance plan, or other similar contract, plan, or arrangement of SITE Centers or any Subsidiary, all of which will be governed by their respective terms.

11. Payments Are in Lieu of Severance Payments. If Executive becomes entitled to receive payments under this Agreement as a result of termination of Executive’s employment, those payments will be in lieu of any and all other claims or rights that Executive may have against SITE Centers for severance, separation, and/or salary continuation pay upon that termination of Executive’s employment.

12. Covenants and Confidential Information. Executive acknowledges SITE Centers’ reliance on and expectation of Executive’s continued commitment to performance of Executive’s duties and

responsibilities during the Contract Period while Executive is employed by SITE Centers and Executive assumes the obligations set out in this Section 12 in light of that reliance and expectation on the part of SITE Centers.

12.1 Noncompetition. During the Contract Period while Executive is employed by SITE Centers, and for a period of 12 months thereafter, Executive will not, directly or indirectly, own, manage, control, or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor, or otherwise with the entities that are part of SITE Centers’ relative total shareholder return peer group, as most recently (but no later than as of the date of Executive’s termination of employment) designated with respect to awards of performance-based RSUs granted to Executive; provided, however, that the ownership by Executive of not more than three percent of any class of publicly traded securities of any entity will not be deemed a violation of this Section 12.1.

12.2 Confidentiality. Throughout and after the Contract Period, Executive will not disclose, divulge, discuss, copy, or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, SITE Centers, any confidential information relating to SITE Centers’ operations, properties, or otherwise to its particular business or other trade secrets of SITE Centers, it being acknowledged by Executive that all such information regarding the business of SITE Centers compiled or obtained by, or furnished to, Executive during Executive’s employment by or association with SITE Centers is confidential information and SITE Centers’ exclusive property. The restrictions in this Section 12.2 will not apply to any information to the extent that it (a) is clearly obtainable in the public domain, (b) becomes obtainable in the public domain, except by reason of the breach by Executive of Executive’s obligations under this Section 12.2, (c) was not acquired by Executive in connection with Executive’s employment or affiliation with SITE Centers, (d) was not acquired by Executive from SITE Centers or its representatives, or (e) is required to be disclosed by rule of law or by order of a court or governmental body or agency. However, nothing in this Agreement or in ancillary agreements is intended to interfere with or discourage the disclosure of a suspected violation of the law to any governmental entity, or to discourage Executive from participating in an investigation by a governmental entity regarding a suspected violation of the law.

12.3 Non-Disparagement.

(a) Throughout and after the Contract Period, outside the ordinary course of business on behalf of the Company, Executive will not make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning SITE Centers or its Subsidiaries or affiliates, or any of their legal predecessors, successors, assigns, parents, subsidiaries, divisions or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Non-Disparagement Parties”), or any Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.

(b) Throughout and after the Contract Period, SITE Centers will reasonably direct the executive officers and directors of SITE Centers not to make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning Executive or any of Executive’s legal successors, assigns, or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively, the “Executive Non-Disparagement

Parties”), or any Executive Non-Disparagement Party’s business, or its actions, to any person or entity, regardless of the truth or falsity of such statement.

(c) This Section 12.3 does not apply to truthful testimony or disclosure compelled or required by applicable law or legal process. Notwithstanding anything in this Agreement or ancillary agreements to the contrary, Executive is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.

12.4 Nonsolicitation. During the Contract Period while Executive is employed by SITE Centers, and for a period of 12 months thereafter, Executive will not directly or indirectly solicit or induce or attempt to solicit or induce any employee of SITE Centers and/or of any Subsidiary or affiliate to terminate his or her employment with SITE Centers and/or any Subsidiary.

12.5 Remedies. Executive acknowledges that the remedy at law for any breach by Executive of this Section 12 may be inadequate and that the damages following from any such breach may not be readily susceptible to being measured in monetary terms. Accordingly, Executive agrees that, upon adequate proof of Executive’s violation of any legally enforceable provision of this Section 12, SITE Centers will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 12 will be deemed to limit SITE Centers’ remedies at law or in equity for any breach by Executive of any of the provisions of this Section 12 that may be pursued or availed of by SITE Centers.

12.6 Acknowledgement. Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon SITE Centers under this Section 12, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to SITE Centers, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of SITE Centers, and do not confer a benefit upon SITE Centers disproportionate to the detriment to Executive.

13. Compliance with Section 409A.

13.1 Six Month Delay on Certain Payments, Benefits, and Reimbursements . If Executive is a “specified employee” for purposes of Section 409A (as determined under SITE Centers’ policy for determining specified employees on the Termination Date), to the extent necessary to comply with Section 409A(a)(2)(B)(i ), each payment, benefit, or reimbursement paid or provided under this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A , that is to be paid or provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided at any time (a “Scheduled Time”) that is on or before the date (the “Six Month Date”) that is exactly six months after the Termination Date (other than payments, benefits, or reimbursements that are treated as separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations) will not be paid or provided at the Scheduled Time but will be accumulated (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Internal Revenue Code in effect on the Termination Date) through the Six Month Date and paid or provided during the period of 30 consecutive days beginning on the first business day after the Six Month Date (that period of 30 consecutive days, the “Seventh Month after the Termination Date”), except that if Executive dies before the Six Month Date, the payments, benefits, or reimbursements will be accumulated only through the date of Executive’s death and thereafter paid or provided not later than 30 days after the date of death.

13.2 Additional Limitations on Reimbursements and In-Kind Benefits. The reimbursement of expenses or in-kind benefits provided under Section 7 or under any other section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A) are intended to comply, to the maximum extent possible, with the exception to Section 409A set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any reimbursement of expenses or in-kind benefits provided under Section 7 or under any other section of this Agreement do not qualify for that exception and are otherwise deferred compensation subject to Section 409A , then they will be subject to the following additional rules: (i) any reimbursement of eligible expenses will be paid within 30 days following Executive’s written request for reimbursement; provided, however, that Executive provides written notice no later than 60 days before the last day of the calendar year following the calendar year in which the expense was incurred so that SITE Centers can make the reimbursement within the time periods required by Section 409A; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (iii) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any other benefit.

13.3 Compliance Generally. Each payment or reimbursement and the provision of each benefit under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. SITE Centers and Executive intend that the payments and benefits provided under this Agreement will either be exempt from the application of, or comply with, the requirements of Section 409A. This Agreement is to be construed, administered, and governed in a manner that effects that intent and SITE Centers will not take any action that is inconsistent with that intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive. Notwithstanding any provision of Section 7 to the contrary, if the period commencing on the Termination Date begins in one taxable year of Executive and the 74th day following the Termination Date is in a subsequent taxable year, any amounts payable under Section 7 which are considered deferred compensation under Section 409A shall be paid in such subsequent taxable year.

13.4 Termination of Employment to Constitute a Separation from Service. The parties intend that the phrase “termination of employment” and words and phrases of similar import mean a “separation from service” with SITE Centers within the meaning of Section 409A. Executive and SITE Centers will take all steps necessary (including taking into account this Section 13.4 when considering any further agreement regarding provision of services by Executive to SITE Centers after the Termination Date) to ensure that (a) any termination of employment under this Agreement constitutes a “separation from service” within the meaning of Section 409A, and (b) the Termination Date is the date on which Executive experiences a “separation from service” within the meaning of Section 409A.

14. Indemnification. SITE Centers will indemnify Executive, to the full extent permitted or authorized by the Ohio General Corporation Law as it may from time to time be amended, if Executive is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that Executive is or was a director, officer, or employee of SITE Centers and/or of any Subsidiary, or is or was serving at the request of SITE Centers and/or of any Subsidiary as a director, trustee, officer, or employee of a corporation, partnership, joint venture, trust, or other enterprise. The indemnification provided by this Section 14 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers and/or of any Subsidiary, or any agreement, vote of

shareholders or disinterested directors, or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office, and will continue as to Executive after Executive has ceased to be a director, trustee, officer, or employee and will inure to the benefit of Executive’s heirs, executors, and administrators. In particular, Executive will continue to be entitled to the full benefit of the indemnification agreement dated as of the Effective Date between Executive and SITE Centers (the “Indemnification Agreement”) for so long as that Indemnification Agreement remains in effect according to its terms. In the event of any conflict or inconsistency between the provisions of this Section 14 and the provisions of the Indemnification Agreement, the provisions of the Indemnification Agreement shall control.

15. Adjustment of Certain Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to be paid or provided hereunder or under any other plan or agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Internal Revenue Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided hereunder is required pursuant to the preceding sentence shall be made at the expense of the Company, if requested by Executive or the Company, by the Company’s independent accountants or a nationally recognized law firm chosen by the Company. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 15 shall not of itself limit or otherwise affect any other rights of Executive under this Agreement. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section 15, then the reduction will be made in accordance with Section 409A and will occur in the following order: (a) first, by reducing any cash payments with the last scheduled payment reduced first; (b) second, by reducing any equity-based benefits that are included at full value under Q&A-24(a) of the Treasury Regulations promulgated under Section 280G of the Internal Revenue Code (the “280G Regulations”), with the highest value reduced first; (c) third, by reducing any equity-based benefits included on an acceleration value under Q&A-24(b) or 24(c) of the 280G Regulations, with the highest value reduced first; and (d) fourth, by reducing any non-cash, non-equity based benefits, with the latest scheduled benefit reduced first.

16. Certain Expenses. This Section 16 will apply only to expenses that (a) are otherwise described in one or more of its subsections and (b) are incurred at any time from the Effective Date through the fifth anniversary of Executive’s death.

16.1 Reimbursement of Certain Expenses. SITE Centers will pay, as incurred, all expenses, including the reasonable fees of counsel engaged by Executive, of Executive in (a) prosecuting any action to compel SITE Centers to comply with the terms of this Agreement upon receipt from Executive of an undertaking to repay SITE Centers for such expenses if it is ultimately determined by a court of competent jurisdiction that Executive had no reasonable grounds for bringing such action or (b) defending any action brought by a party other than Executive or Executive’s personal representative to have this Agreement declared invalid or unenforceable.

16.2 Advancement of Certain Expenses. Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee, officer or director of SITE Centers and/or of any Subsidiary will be paid by SITE Centers, as they

are incurred, in advance of final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of Executive in which Executive agrees to reasonably cooperate with SITE Centers and/or the Subsidiary, as the case may be, concerning the action, suit, or proceeding, and (a) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as a director, to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to SITE Centers or a Subsidiary or with reckless disregard for the best interests of SITE Centers or a Subsidiary, or (b) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified. The obligation of SITE Centers to advance expenses provided for in this Section 16.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise.

17. Survival of Obligations. Except as is otherwise expressly provided in this Agreement, the respective obligations of SITE Centers and Executive under this Agreement will survive any termination of Executive’s employment under this Agreement.

18. Notices. Notices and all other communications provided for in this Agreement must be in writing and will be deemed to have been duly given upon receipt (or rejection) when delivered in person or by overnight delivery (to the chief legal officer of SITE Centers in the case of notices to SITE Centers and to Executive in the case of notices to Executive) or mailed by United States registered mail, return receipt requested, postage prepaid, and addressed, if to SITE Centers, to its principal place of business, attention: Chief Legal Officer, and, if to Executive, to Executive’s home address last shown on the records of SITE Centers, or to such other address or addresses as either party may furnish to the other in accordance with this Section 18.

19. Entire Agreement. Except as otherwise set forth below in this Section 19, this Agreement and the agreements specifically referenced herein supersede in their entirety all prior agreements between the parties, if any, and all understandings between them, if any, with respect to the subject matter of this Agreement. As provided in Section 14, Executive will continue to be entitled to the full benefit of the Indemnification Agreement for so long as it remains in effect according to its terms.

20. Mandatory Arbitration Before a Change in Control. Section 20.1 will apply if and only if either party notifies the other, in writing, that it is demanding resolution of a then-current controversy or claim by arbitration and the notice is provided by the notifying party to the other party before any Change in Control has occurred. Nothing in this Section 20 will limit the right of SITE Centers to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by Executive of any of Executive’s covenants contained in Section 12 above.

20.1 Scope of Arbitration. If this Section 20.1 applies, any controversy or claim arising out of or relating to this Agreement or any breach of this Agreement will be settled by binding arbitration to be held before three arbitrators and conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association in the City of Cleveland, Ohio or New York, New York. The decision of the arbitrators will be final and binding on both parties and judgment on any award rendered by the arbitrators may be entered in any court of competent jurisdiction. Costs and expenses of any such arbitration will be borne by the parties as may be directed by the arbitrators taking into account the extent to which the positions taken by each of the parties are reasonable. The arbitrators will have the power to issue mandatory orders and restraining orders in connection with any such arbitration.

20.2 Other Disputes. If Section 20.1 does not apply to any claim or controversy between the parties, the parties may nevertheless, but need not, mutually agree to submit any controversy or claim to arbitration as though Section 20.1 did apply. Failing any such mutual agreement, either party may bring proceedings against the other with respect to any claim or controversy in any court of competent jurisdiction that satisfies the venue requirements set forth in Section 21.8. Nothing in this Section 20.2 imposes upon either party any obligation to discuss possible arbitration of any claim or controversy to which Section 20.1 does not apply before bringing any court proceedings with respect to that claim or controversy.

21. Miscellaneous.

21.1 No Conflict. Executive represents and warrants that Executive is not a party to any agreement, contract, or understanding, whether employment or otherwise, that would restrict or prohibit Executive from undertaking or performing employment in accordance with the terms and conditions of this Agreement.

21.2 Assistance. During the term of this Agreement and thereafter, Executive will provide reasonable assistance to SITE Centers in litigation and regulatory matters that relate to events that occurred during Executive’s period of employment with SITE Centers and its predecessors, and will provide reasonable assistance to SITE Centers with matters relating to its corporate history from the period of Executive’s employment with it or its predecessors. Executive will be entitled to reimbursement of reasonable out-of-pocket travel or related costs and expenses relating to any such cooperation or assistance that occurs following the Termination Date.

21.3 Severability. The provisions of this Agreement are severable and if any one or more provision is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless will be binding and enforceable.

21.4 Benefit of Agreement. The rights and obligations of SITE Centers under this Agreement will inure to the benefit of, and will be binding on, SITE Centers and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Executive under this Agreement will inure to the benefit of, and will be binding upon, Executive and Executive’s heirs, personal representatives, and assigns.

21.5 No Waiver. The failure of either party to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party from later enforcing each and every other provision of this Agreement. The rights granted the parties in this Agreement are cumulative and the waiver of any single remedy will not constitute a waiver of that party’s right to assert all other legal remedies available to it under the circumstances.

21.6 Modification . This Agreement may not be modified or terminated orally. No modification or termination will be valid unless in writing and signed by the party against which the modification or termination is sought to be enforced. Notwithstanding anything in this Agreement to the contrary, however, Executive acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Company's clawback policy (if any) as may be in effect from time to time including specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Shares may be traded) (the “Compensation Recovery Policy”), and that applicable sections of this Agreement and any related documents shall be deemed

superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.

21.7 Merger or Transfer of Assets of SITE Centers. During the Contract Period while Executive is employed by SITE Centers, SITE Centers will not consolidate with or merge into any other corporation, or transfer all or substantially all of its assets to another corporation, unless such other corporation assumes this Agreement in a signed writing and delivers a copy thereof to Executive, which signed writing may consist of the merger or sale agreement, or similar document. Upon any such assumption, the successor corporation will become obligated to perform the obligations of SITE Centers under this Agreement, and the terms “SITE Centers” and the “Company,” as used in this Agreement, will be deemed to refer to that successor corporation, and the term “the Board” as used in this Agreement will be deemed to refer to the board of directors of that successor corporation.

21.8 Governing Law and Venue. The provisions of this Agreement will be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made in and to be performed exclusively within that State, notwithstanding any conflict of law provision to the contrary. Subject to the mandatory arbitration provisions of Section 20, the parties consent to venue and personal jurisdiction over them in the courts of the State of Ohio and federal courts sitting in Cleveland, Ohio, for purposes of construing and enforcing this Agreement.

21.9 Termination of Status as Director or Officer. Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to by SITE Centers and Executive prior to the Termination Date, Executive shall be deemed to have automatically resigned from all directorships and offices with SITE Centers and its Subsidiaries, and their affiliates (including joint ventures), as of the Termination Date.

22. Definitions.

22.1 Cause. The term “Cause” has the meaning set forth in Section 6.2.

22.2 Change in Control. The term “Change in Control” means the occurrence, during the Contract Period while Executive is employed by SITE Centers, of any of the following:

(a) consummation of a consolidation or merger in which SITE Centers is not the surviving corporation, the sale of substantially all of the assets of SITE Centers, or the liquidation or dissolution of SITE Centers;

(b) any person or other entity (other than SITE Centers or a Subsidiary or any SITE Centers employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Shares (or securities convertible into Shares) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of securities of SITE Centers representing 30% or more of the voting power of SITE Centers’ outstanding securities without the prior consent of the Board; or

(c) during any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board; provided, that any person becoming a director of SITE Centers during such two-year period whose election, or nomination for election by SITE Centers’ shareholders, was approved by a vote of at least two-thirds of the directors who at the beginning of such period constituted the entire Board or who became a director of SITE Centers during such two-year period as described in this proviso (either by a specific vote or by approval of SITE

Centers’ proxy statement in which such person is named as a nominee of SITE Centers for director), but excluding for this purpose any person whose initial assumption of office as a director of SITE Centers occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors of SITE Centers or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or person other than the Board, shall be, for purposes of this Section 22.2(c), considered as though such person was a member of the Board at the beginning of such period.

22.3 Committee. The term “Committee” means the Compensation Committee of the Board or any other committee or subcommittee authorized by the Board to discharge the Board’s responsibilities relating to the compensation of SITE Centers’ officers and directors.

22.4 Good Reason. The term “Good Reason” has the meaning set forth in Section 6.3.

22.5 Internal Revenue Code. The term “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

22.6 Section. References in this Agreement to one or more “Sections” are to sections of this Agreement, except for references to certain Sections of the Internal Revenue Code.

22.7 Section 409A. The term “Section 409A” means Section 409A of the Internal Revenue Code. References in this Agreement to Section 409A are intended to include any proposed, temporary, or final regulations, or any other guidance, promulgated with respect to Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

22.8 Shares. The term “Shares” means the Common Shares, par value $0.10 per share (or such other par value as may be established from time to time), of SITE Centers.

22.9 Subsidiary. The term “Subsidiary” means any corporation, partnership, or other entity a majority of the voting control of which is directly or indirectly owned or controlled by SITE Centers.

22.10 Termination Date. The term “Termination Date” means the date on which Executive’s employment with SITE Centers and its Subsidiaries terminates.

22.11 Triggering Event. A “Triggering Event” for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive is employed by SITE Centers:

(a) Within two years after the date on which a Change in Control occurs, SITE Centers terminates the employment of Executive, other than in the case of a termination for Cause, a termination by SITE Centers pursuant to Section 6.1 following Executive’s disability, or a termination based on death; or

(b) Within two years after the date on which a Change in Control occurs, Executive terminates his employment with SITE Centers for Good Reason.

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IN WITNESS WHEREOF, SITE Centers and Executive have executed this Agreement, SITE Centers by its duly authorized officer, as of the date first written above.

SITE Centers Corp.


By:	/s/ David R. Lukes
	Name:	David R. Lukes
	Title:	President and Chief Executive Officer



/s/ John Cattonar
JOHN CATTONAR

EXHIBIT A

ANNUAL BONUS OPPORTUNITY

AS A PERCENTAGE OF YEAR-END BASE SALARY

Threshold	Target	Maximum

50%	100%	150%

EXHIBIT B

Form of Release

In consideration of certain benefits provided to John Cattonar (“Executive”) and to be received by Executive from SITE Centers Corp. (the “Company”) as described in the Employment Agreement between the Company and Executive dated May 11, 2021 (the “Agreement”):

Claims Released. Executive, for himself and on behalf of anyone claiming through Executive including each and all of Executive’s legal representatives, administrators, executors, heirs, successors and assigns (collectively, the “Executive Releasors”), does hereby fully, finally and forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, subsidiaries, divisions and other affiliates, and each of the foregoing’s respective past, present and future principals, partners, shareholders, directors, officers, employees, agents, consultants, attorneys, trustees, administrators, executors and representatives (collectively, the “Company Released Parties”), of, from and for any and all claims, causes of action, lawsuits, controversies, liabilities, losses, damages, costs, expenses and demands of any nature whatsoever, at law or in equity, whether known or unknown, asserted or unasserted, foreseen or unforeseen, that the Executive Releasors (or any of them) now have, have ever had, or may have against the Company Released Parties (or any of them) based upon, arising out of, concerning, relating to or resulting from any act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which Executive signs this Release, including, without limitation, (a) all claims arising out of or in any way relating to Executive’s employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys fees, expenses or otherwise) that were or could have been asserted by Executive or on his behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: the Age Discrimination in Employment Act (the “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, Sarbanes-Oxley Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the Worker Adjustment Retraining and Notification Act, the Uniformed Services Employment and Reemployment Rights Act, Federal Executive Order 11246, and the Genetic Information Nondiscrimination Act.

Scope of Release. Nothing in this Release (a) shall release the Company from any of its obligations set forth in the Agreement or any claim that by law is non-waivable, (b) shall release the Company from any obligation to defend and/or indemnify Executive against any third party claims arising out of any action or inaction by Executive during the time of his employment and within the scope of his duties with the Company to the extent Executive has any such defense or indemnification right, and to the extent permitted by applicable law and to the extent the claims

are covered by the Company’s director & officer liability insurance or (c) shall affect Executive’s right to file a claim for workers’ compensation or unemployment insurance benefits.

Executive further acknowledges that by signing this Release, Executive does not waive the right to file a charge against the Company with, communicate with or participate in any investigation by the EEOC, the Securities and Exchange Commission or any comparable state or local agency. However, Executive waives and releases, to the fullest extent legally permissible, all entitlement to any form of monetary relief arising from a charge Executive or others may file, including without limitation any costs, expenses or attorneys’ fees. Executive understands that this waiver and release of monetary relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others. Notwithstanding the foregoing, Executive will not give up his right to any benefits to which he is entitled under any retirement plan of the Company that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or his rights, if any, under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA), or any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. By executing this Release, Executive represents that, as of the date Executive signs this Release, no claims, lawsuits, grievances, or charges have been filed by Executive or on Executive’s behalf against the Company Released Parties.

Knowing and Voluntary ADEA Waiver. In compliance with the requirements of the OWBPA, Executive acknowledges by his signature below that, with respect to the rights and claims waived and released in this Release under the ADEA, Executive specifically acknowledges and agrees as follows: (a) Executive has read and understands the terms of this Release; (b) Executive has been advised and hereby is advised, and has had the opportunity, to consult with an attorney before signing this Release; (c) the Release is written in a manner understood by Executive; (d) Executive is releasing the Company and the other Company Released Parties from, among other things, any claims that Executive may have against them pursuant to the ADEA; (e) the releases contained in this Release do not cover rights or claims that may arise after Executive signs this Release; (f) Executive has been given a period of at least 21 days in which to consider and execute this Release (although Executive may elect not to use the full consideration period at Executive’s option); (g) Executive may revoke this Release during the seven-day period following the date on which Executive signs this Release, and this Release will not become effective and enforceable until the seven-day revocation period has expired; and (h) any such revocation must be submitted in writing to the Company c/o Aaron M. Kitlowski, Executive Vice President, General Counsel and Corporate Secretary, SITE Centers Corp., 3300 Enterprise Parkway, Beachwood, Ohio 44122 prior to the expiration of such seven-day revocation period. If Executive revokes this Release within such seven-day revocation period, it shall be null and void.

4.	Reaffirmation of Restrictive Covenants. Executive agrees to and reaffirms his obligations as outlined in Section 12 of the Agreement (“Restrictive Covenants”), and acknowledges that the Restrictive Covenants remain in full force and effect.

Entire Agreement. This Release, the Agreement, and the documents referenced therein contain the entire agreement between Executive and the Company, and take priority over any other written or oral understanding or agreement that may have existed in the past. Executive acknowledges that no other promises or agreements have been offered for this Release (other than those described above) and that no other promises or agreements will be binding unless they are in writing and signed by Executive and the Company.

I agree to the terms and conditions set forth in this Release.

EXECUTIVE




Date:

Exhibit 31.1

CERTIFICATIONS

I, David R. Lukes, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of SITE Centers Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 29, 2021
Date

	/s/ David R. Lukes
	David R. Lukes
	President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Conor Fennerty, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of SITE Centers Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 29, 2021
Date

	/s/ Conor Fennerty
	Conor Fennerty
	Executive Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David R. Lukes, President and Chief Executive Officer of SITE Centers Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ David R. Lukes

David R. Lukes

President and Chief Executive Officer

July 29, 2021

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Conor Fennerty, Executive Vice President and Chief Financial Officer of SITE Centers Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

/s/ Conor Fennerty

Conor Fennerty

Executive Vice President and Chief Financial Officer

July 29, 2021