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SITE Centers Corp

For the period ended Dec 31, 2023. Filed Feb 23, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 23, 2024

SITC$0.68+1.0%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

a)

  1. Financial Statements

The following documents are filed as part of this report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

  1. Financial Statement Schedules

The following financial statement schedules are filed herewith as part of this Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements of the registrant:

Schedule

II — Valuation and Qualifying Accounts and Reserves

III — Real Estate and Accumulated Depreciation

Schedules not listed above have been omitted because they are not applicable or because the information required to be set forth therein is included in the Company’s consolidated financial statements or notes thereto.

Financial statements of the Company’s unconsolidated joint venture companies have been omitted because they do not meet the significant subsidiary definition of Rule 1-02(w) of Regulation S-X.

b) Exhibits — The following exhibits are filed as part of, or incorporated by reference into, this report:

Form10-KExhibit No.DescriptionFiled or FurnishedHerewith or Incorporated Herein by Reference
2.1Separation and Distribution Agreement, dated July 1, 2018, by and between DDR Corp. and Retail Value Inc.Current Report on Form 8-K (Filed with the SEC on July 3, 2018)
3.1Fourth Amended and Restated Articles of IncorporationQuarterly Report on Form 10-Q (Filed with the SEC on November 2, 2018)
3.2Amended and Restated Code of RegulationsQuarterly Report on Form 10-Q (Filed with the SEC on November 2, 2018)
4.1Specimen Certificate for Common SharesAnnual Report on Form 10-K (Filed with the SEC on February 28, 2012)
4.2Specimen Certificate for 6.375% Class A Cumulative Redeemable Preferred SharesRegistration Statement on Form 8-A (Filed with the SEC on June 2, 2017)
4.3Deposit Agreement, dated as of June 5, 2017, among the Company, Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A., jointly as Depositary, and all holders from time to time of depositary sharesCurrent Report on Form 8-K (Filed with the SEC on June 5, 2017)
4.4Indenture, dated as of May 1, 1994, by and between the Company and The Bank of New York (as successor to JP Morgan Chase Bank, N.A., successor to Chemical Bank), as TrusteeRegistration Statement on Form S-3 (Filed with the SEC on August 29, 2003)
4.5Indenture, dated as of May 1, 1994, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)), as TrusteeRegistration Statement on Form S-3 (Filed with the SEC on August 29, 2003)
4.6First Supplemental Indenture, dated as of May 10, 1995, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeRegistration Statement on Form S-3 (Filed with the SEC on August 29, 2003)
4.7Second Supplemental Indenture, dated as of July 18, 2003, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeRegistration Statement on Form S-3 (Filed with the SEC on August 29, 2003)
4.8Third Supplemental Indenture, dated as of January 23, 2004, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeRegistration Statement on Form S-4 (Filed with the SEC on June 30, 2004)
4.9Fourth Supplemental Indenture, dated as of April 22, 2004, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeRegistration Statement on Form S-4 (Filed with the SEC on June 30, 2004)
4.10Fifth Supplemental Indenture, dated as of April 28, 2005, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeAnnual Report on Form 10-K (Filed with the SEC on February 21, 2007)
4.11Sixth Supplemental Indenture, dated as of October 7, 2005, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeAnnual Report on Form 10-K (Filed with the SEC on February 21, 2007)
4.12Seventh Supplemental Indenture, dated as of August 28, 2006, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeCurrent Report on Form 8-K (Filed with the SEC on September 1, 2006)
4.13Eighth Supplemental Indenture, dated as of March 13, 2007, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeCurrent Report on Form 8-K (Filed with the SEC on March 16, 2007)
4.14Ninth Supplemental Indenture, dated as of September 30, 2009, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeRegistration Statement on Form S-3 (Filed on October 13, 2009)
4.15Tenth Supplemental Indenture, dated as of March 19, 2010, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeQuarterly Report on Form 10-Q (Filed with the SEC on May 7, 2010)
4.16Eleventh Supplemental Indenture, dated as of August 12, 2010, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeQuarterly Report on Form 10-Q (Filed with the SEC on November 8, 2010)
4.17Twelfth Supplemental Indenture, dated as of November 5, 2010, by and between the Company and U.S. Bank National, Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeAnnual Report on Form 10-K (Filed with the SEC on February 28, 2011)
4.18Thirteenth Supplemental Indenture, dated as of March 7, 2011, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeQuarterly Report on Form 10-Q (Filed with the SEC on May 9, 2011)
4.19Fourteenth Supplemental Indenture, dated as of June 22, 2012, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeRegistration Statement on Form S-3 (Filed with the SEC on October 1, 2012)
4.20Fifteenth Supplemental Indenture, dated as of November 27, 2012, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeAnnual Report on Form 10-K (Filed with the SEC on March 1, 2013)
4.21Sixteenth Supplemental Indenture, dated as of May 23, 2013, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeQuarterly Report on Form 10-Q (Filed with the SEC on August 8, 2013)
4.22Seventeenth Supplemental Indenture, dated as of November 26, 2013, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (successor to National City Bank)), as TrusteeAnnual Report on Form 10-K (Filed with the SEC on February 28, 2014)
4.23Eighteenth Supplemental Indenture, dated as of January 22, 2015, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank))Current Report on Form 8-K (Filed with the SEC on January 22, 2015)
4.24Nineteenth Supplemental Indenture, dated as of October 21, 2015, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank))Current Report on Form 8-K (Filed with the SEC on October 21, 2015)
4.25Twentieth Supplemental Indenture, dated as of May 26, 2017, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank))Current Report on Form 8-K (Filed with the SEC on May 26, 2017)
4.26Twenty-first Supplemental Indenture, dated as of August 16, 2017, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank))Current Report on Form 8-K (Filed with the SEC on August 16, 2017)
4.27Twenty-second Supplemental Indenture, dated as of February 16, 2018, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank))Quarterly Report on Form 10-Q (Filed with the SEC on May 4, 2018)
4.28Fourth Amended and Restated Credit Agreement, dated as of June 6, 2022, among SITE Centers Corp., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.Current Report on Form 8-K (Filed with the SEC on June 6, 2022)
4.29Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934Annual Report on Form 10-K (Filed with the SEC on February 24, 2022)
10.12005 Directors’ Deferred Compensation Plan (May 9, 2019 Restatement)*Quarterly Report on 10-Q (Filed with the SEC on August 5, 2019)
10.2Elective Deferred Compensation Plan (May 9, 2019 Restatement)*Quarterly Report on Form 10-Q (Filed with the SEC on August 5, 2019)
10.3Adoption Agreement Elective Deferred Compensation Plan (May 9, 2019 Restatement)*Quarterly Report on Form 10-Q (Filed with the SEC on August 5, 2019)
10.42012 Equity and Incentive Compensation Plan*Registration Statement on Form S-8 (Filed with the SEC on May 15, 2012)
10.52019 Equity and Incentive Compensation Plan*Registration Statement on Form S-8 (Filed with the SEC on May 9, 2019)
10.6Form of 2019 Plan Restricted Share Units Award Memorandum (governing grants made in 2021, 2022 and 2023)*Quarterly Report on Form 10-Q (Filed with the SEC October 30, 2020)
10.7Form of 2019 Plan Performance-Based Restricted Share Units Award Memorandum (governing grants made in 2021, 2022 and 2023)*Quarterly Report on Form 10-Q (Filed with the SEC on April 29, 2021)
10.8Form of Non-Qualified Stock Option Agreement*Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013)
10.9Form of Incentive Stock Option Agreement*Quarterly Report on Form 10-Q (Filed with the SEC May 10, 2013)
10.10Form of Stock Option Award Memorandum*Quarterly Report on Form 10-Q (Filed with the SEC May 4, 2016)
10.11Employment Agreement, dated as of September 11, 2020, by and between DDR Corp. and David R. Lukes*Current Report on Form 8-K (Filed with the SEC on September 15, 2020)
10.12Employment Agreement, dated as of September 15, 2023, by and between SITE Centers Corp. and Conor Fennerty*Current Report on Form 10-Q (Filed with the SEC on November 1, 2023)
10.13Employment Agreement, dated as of September 11, 2021, by and between SITE Centers Corp. and Christa A. Vesy*Current Report on form 8-K (Filed with the SEC on September 13, 2021)
10.14Employment Agreement, dated as of September 15, 2023, by and between SITE Centers Corp. and John Cattonar*Quarterly Report on Form 10-Q (Filed with the SEC on November 1, 2023)
10.15Form of Indemnification Agreement*Current Report on Form 8-K (Filed with the SEC on November 13, 2017)
10.16Investors’ Rights Agreement, dated as of May 11, 2009, by and between the Company and Alexander OttoCurrent Report on Form 8-K (Filed with the SEC on May 11, 2009)
10.17Waiver Agreement, dated as of May 11, 2009, by and between the Company and Alexander OttoCurrent Report on Form 8-K (Filed with the SEC on May 11, 2009)
21.1List of SubsidiariesSubmitted electronically herewith
23.1Consent of PricewaterhouseCoopers LLPSubmitted electronically herewith
31.1Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934Submitted electronically herewith
31.2Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934Submitted electronically herewith
32.1Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350Submitted electronically herewith
32.2Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350Submitted electronically herewith
97.1Clawback Policy Effective October 2, 2023Submitted electronically herewith
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.Submitted electronically herewith
101.SCHInline XBRL Taxonomy Extension Schema with Embedded Linkbase DocumentSubmitted electronically herewith
104The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 has been formatted in Inline XBRL.Submitted electronically herewith
  • Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
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