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 ~~September 30, 2017~~March 31, 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

~~DDR~~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, Ohio 44122~~

~~(Address of principal executive offices - zip code)~~

~~(216) 755-5500~~

Beachwood, OH

44122

(Address of principal executive offices)

(Zip Code)

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

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

~~(Former name, former address and former fiscal year, if changed since last report)~~

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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ 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.

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 ~~October 26, 2017,~~April 19, 2021, the registrant had ~~368,464,703 outstanding~~211,031,152 shares of common ~~shares,~~stock, $0.10 par value per ~~share.~~share, outstanding.

~~DDR~~SITE Centers Corp.

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED ~~SEPTEMBER 30, 2017~~March 31, 2021

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements -– Unaudited
	Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020	2
	Consolidated Statements of Operations for the Three Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020	3
	Consolidated Statements of ~~Operations~~Comprehensive Income for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020	4
	Consolidated Statements of ~~Comprehensive Income (Loss)~~Equity for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020	5
	Consolidated ~~Statement~~Statements of ~~Equity~~Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2021 and 2020	6
	~~Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016~~	7
	Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2315
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4234
Item 4.	Controls and Procedures	4335

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4436
Item 1A.	Risk Factors	4436
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4436
Item 3.	Defaults Upon Senior Securities	4436
Item 4.	Mine Safety Disclosures	4436
Item 5.	Other Information	4436
Item 6.	Exhibits	4537

SIGNATURES		4738

~~DDR~~SITE Centers Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)

	September 30, 2017			December 31, 2016			March 31, 2021			December 31, 2020
Assets
Land	$	1,903,805		$	1,990,406		$	947,411		$	953,556
Buildings		6,002,788			6,412,532			3,479,583			3,488,499
Fixtures and tenant improvements		673,738			735,685			519,550			509,866
		8,580,331			9,138,623			4,946,544			4,951,921
Less: Accumulated depreciation		(1,942,051	)		(1,996,176	)		(1,463,598	)		(1,427,057	)
		6,638,280			7,142,447			3,482,946			3,524,864
Construction in progress and land		116,746			105,435			38,004			37,467
Total real estate assets, net		6,755,026			7,247,882			3,520,950			3,562,331
Investments in and advances to joint ventures, net		434,952			454,131			75,982			77,297
Investment in and advances to affiliate								190,035			190,035
Cash and cash equivalents		18,268			30,430			190,833			69,742
Restricted cash		1,826			8,795			2,868			4,672
Accounts receivable, net		176,561			121,367
Notes receivable, net		19,591			49,503
Accounts receivable								63,760			73,517
Other assets, net		234,473			285,410			130,952			130,690
	$	7,640,697		$	8,197,518		$	4,175,380		$	4,108,284
Liabilities and Equity
Unsecured indebtedness:
Senior notes	$	2,809,404		$	2,913,217
Unsecured term loan		397,858			398,399
Senior notes, net							$	1,450,152		$	1,449,613
Term loan, net								99,679			99,635
Revolving credit facilities		60,000			—			0			135,000
		3,267,262			3,311,616			1,549,831			1,684,248
Secured indebtedness:
Secured term loan		—			199,843
Mortgage indebtedness		750,269			982,509
		750,269			1,182,352
Mortgage indebtedness, net								230,632			249,260
Total indebtedness		4,017,531			4,493,968			1,780,463			1,933,508
Accounts payable and other liabilities		355,731			382,293			195,050			215,109
Dividends payable		78,419			75,245			28,263			14,844
Total liabilities		4,451,681			4,951,506			2,003,776			2,163,461
Commitments and contingencies
DDR 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 September 30, 2017		175,000			—
Class J—6.5% cumulative redeemable preferred shares, without par value, $500 liquidation value; 750,000 shares authorized; 400,000 shares issued and outstanding at September 30, 2017 and December 31, 2016		200,000			200,000
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 September 30, 2017 and December 31, 2016		150,000			150,000
Common shares, with par value, $0.10 stated value; 600,000,000 shares authorized; 367,823,362 and 366,298,335 shares issued at September 30, 2017 and December 31, 2016, respectively		36,782			36,630
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 March 31, 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 March 31, 2021 and December 31, 2020								150,000			150,000
Common shares, with par value, $0.10 stated value; 300,000,000 shares authorized; 211,035,935 and 193,995,499 shares issued at March 31, 2021 and December 31, 2020, respectively								21,102			19,400
Additional paid-in capital		5,505,855			5,487,212			5,933,685			5,705,164
Accumulated distributions in excess of net income		(2,886,547	)		(2,632,327	)		(4,111,779	)		(4,099,534	)
Deferred compensation obligation		10,381			15,149			4,511			5,479
Accumulated other comprehensive loss		(1,471	)		(4,192	)		0			(2,682	)
Less: Common shares in treasury at cost: 676,419 and 947,893 shares at September 30, 2017 and December 31, 2016, respectively		(9,907	)		(14,957	)
Total DDR shareholders' equity		3,180,093			3,237,515
Less: Common shares in treasury at cost: 221,684 and 898,267 shares at March 31, 2021 and December 31, 2020, respectively								(4,387	)		(11,319	)
Total SITE Centers shareholders' equity								2,168,132			1,941,508
Non-controlling interests		8,923			8,497			3,472			3,315
Total equity		3,189,016			3,246,012			2,171,604			1,944,823
	$	7,640,697		$	8,197,518		$	4,175,380		$	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 March 31,
	2021			2020
Revenues from operations:
Rental income	$	119,890		$	112,529
Fee and other income		8,249			16,781
		128,139			129,310
Rental operation expenses:
Operating and maintenance		20,216			18,480
Real estate taxes		19,664			17,657
Impairment charges		7,270			0
General and administrative		17,395			11,376
Depreciation and amortization		45,560			42,993
		110,105			90,506
Other income (expense):
Interest expense		(19,395	)		(20,587	)
Other expense, net		(366	)		(13,924	)
		(19,761	)		(34,511	)
(Loss) income before earnings from equity method investments and other items		(1,727	)		4,293
Equity in net income of joint ventures		4,385			2,171
Reserve of preferred equity interests, net		0			(18,057	)
Gain on sale of joint venture interest		13,908			45,681
(Loss) gain on disposition of real estate, net		(20	)		773
Income before tax expense		16,546			34,861
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(365	)		(233	)
Net income	$	16,181		$	34,628
Income attributable to non-controlling interests, net		(173	)		(295	)
Net income attributable to SITE Centers	$	16,008		$	34,333
Preferred dividends		(5,133	)		(5,133	)
Net income attributable to common shareholders	$	10,875		$	29,200

Per share data:
Basic	$	0.05		$	0.15
Diluted	$	0.05		$	0.15

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

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited; in thousands)

	Three Months
	Ended March 31,
	2021			2020
Net income	$	16,181		$	34,628
Other comprehensive income:
Foreign currency translation, net		(1	)		(785	)
Reclassification adjustment for foreign currency translation included in net income		2,683			0
Change in cash flow hedges reclassed to earnings		0			1,172
Total other comprehensive income		2,682			387
Comprehensive income	$	18,863		$	35,015
Total comprehensive income attributable to non-controlling interests		(173	)		(295	)
Total comprehensive income attributable to SITE Centers	$	18,690		$	34,720

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

~~DDR~~SITE Centers Corp.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~EQUITY

(unaudited; in ~~thousands, except per share amounts)~~thousands)

Three Months

Ended September 30,

2017

2016

Revenues from operations:

Minimum rents
$
153,925

$
177,844

Percentage and overage rents

1,016

1,193

Recoveries from tenants

51,368

59,743

Fee and other income

21,115

15,020

227,424

253,800

Rental operation expenses:

Operating and maintenance

28,950

32,012

Real estate taxes

30,618

36,157

Impairment charges

10,284

104,877

Hurricane casualty and impairment loss

6,089

—

General and administrative

16,425

18,785

Depreciation and amortization

85,210

95,451

177,576

287,282

Other income (expense):

Interest income

6,807

9,304

Interest expense

(46,296
)

(53,940
)
Other income (expense), net

(64,340
)

(384
)

(103,829
)

(45,020
)
Loss before earnings from equity method investments and other items

(53,981
)

(78,502
)
Equity in net income (loss) of joint ventures

4,811

(1,457
)
Adjustment of preferred equity interests

15,377

—

Loss on sale and change in control of interests, net

—

(1,087
)
Loss before tax expense

(33,793
)

(81,046
)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes

(9,267
)

(398
)
Loss from continuing operations

(43,060
)

(81,444
)
Gain on disposition of real estate, net

44,291

21,368

Net income (loss)
$
1,231

$
(60,076
)
Income attributable to non-controlling interests, net

(248
)

(284
)
Net income (loss) attributable to DDR
$
983

$
(60,360
)
Preferred dividends

(8,383
)

(5,594
)
Net loss attributable to common shareholders
$
(7,400
)

$
(65,954
)

Per share data:

Basic
$
(0.02
)

$
(0.18
)
Diluted
$
(0.02
)

$
(0.18
)

	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		0		6		31		0			0			0			0			0			37
Issuance of common shares for cash offering		0		1,696		219,910		0			0			0			3,923			0			225,529
Stock-based compensation, net		0		0		8,580					(968	)		0			3,009			0			10,621
Distributions to non-controlling interests		0		0		0		0			0			0			0			(16	)		(16	)
Dividends declared-common shares		0		0		0		(23,303	)		0			0			0			0			(23,303	)
Dividends declared-preferred shares		0		0		0		(4,950	)		0			0			0			0			(4,950	)
Comprehensive income		0		0		0		16,008			0			2,682			0			173			18,863
Balance, March 31, 2021	$	325,000	$	21,102	$	5,933,685	$	(4,111,779	)	$	4,511		$	0		$	(4,387	)	$	3,472		$	2,171,604

	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			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		0		17		109		0			0			0			0			0			126
Repurchase of common shares		0		0		0		0			0			0			(7,500	)		0			(7,500	)
Stock-based compensation, net		0		0		3,012		0			(1,935	)		0			1,607			0			2,684
Distributions to non-controlling interests		0		0		0		0			0			0			0			(278	)		(278	)
Dividends declared-common shares		0		0		0		(38,914	)		0			0			0			0			(38,914	)
Dividends declared-preferred shares		0		0		0		(5,133	)		0			0			0			0			(5,133	)
Comprehensive income		0		0		0		34,333			0			387			0			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

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

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

	Three Months
	Ended March 31,
	2021			2020
Cash flow from operating activities:
Net income	$	16,181		$	34,628
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		45,560			42,993
Stock-based compensation		7,694			18
Amortization and write-off of debt issuance costs and fair market value of debt adjustments		1,015			1,519
Loss on debt extinguishment		0			16,568
Equity in net income of joint ventures		(4,385	)		(2,171	)
Reserve of preferred equity interests, net		0			18,057
Operating cash distributions from joint ventures		794			2,121
Gain on sale of joint venture interest		(13,908	)		(45,681	)
Loss (gain) on disposition of real estate, net		20			(773	)
Impairment charges		7,270			0
Assumption of buildings due to ground lease terminations		0			(3,025	)
Change in notes receivable accrued interest		0			664
Net change in accounts receivable		13,641			4,177
Net change in accounts payable and accrued expenses		(13,048	)		(19,292	)
Net change in other operating assets and liabilities		(4,724	)		(13,953	)
Total adjustments		39,929			1,222
Net cash flow provided by operating activities		56,110			35,850
Cash flow from investing activities:
Real estate developed and improvements to operating real estate		(18,131	)		(23,022	)
Proceeds from disposition of real estate		11,279			1,060
Proceeds from sale of joint venture interest		16,067			140,519
Equity contributions to joint ventures		(92	)		(86	)
Distributions from joint ventures		1,416			3,168
Repayment of notes receivable		0			7,500
Net cash flow provided by investing activities		10,539			129,139
Cash flow from financing activities:
(Repayment of) proceeds from revolving credit facilities, net		(135,000	)		640,000
Repayment of senior notes, including repayment costs		0			(216,568	)
Repayment of mortgage debt		(18,563	)		(40,436	)
Proceeds from issuance of common shares, net of offering expenses		225,529			0
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan		(4,476	)		(948	)
Repurchase of common shares		0			(7,500	)
Distributions to non-controlling interests and redeemable operating partnership units		(7	)		(278	)
Dividends paid		(14,844	)		(44,036	)
Net cash flow provided by financing activities		52,639			330,234

Effect of foreign exchange rate changes on cash and cash equivalents		(1	)		8
Net increase in cash, cash equivalents and restricted cash		119,288			495,223
Cash, cash equivalents and restricted cash, beginning of period		74,414			19,133
Cash, cash equivalents and restricted cash, end of period	$	193,701		$	514,364

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

~~DDR Corp.~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(unaudited; in thousands, except per share amounts)~~

Nine Months

Ended September 30,

2017

2016

Revenues from operations:

Minimum rents
$
485,777

$
533,275

Percentage and overage rents

4,538

4,783

Recoveries from tenants

164,477

182,718

Fee and other income

49,240

44,768

704,032

765,544

Rental operation expenses:

Operating and maintenance

94,091

104,600

Real estate taxes

98,691

108,475

Impairment charges

60,353

104,877

Hurricane casualty and impairment loss

6,089

—

General and administrative

70,253

55,160

Depreciation and amortization

266,370

290,051

595,847

663,163

Other income (expense):

Interest income

22,365

27,800

Interest expense

(147,031
)

(165,849
)
Other income (expense), net

(65,298
)

3,470

(189,964
)

(134,579
)
Loss before earnings from equity method investments and other items

(81,779
)

(32,198
)
Equity in net income of joint ventures

2,429

14,081

Reserve of preferred equity interests, net

(60,623
)

—

Loss on sale and change in control of interests, net

—

(1,087
)
Loss before tax expense

(139,973
)

(19,204
)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes

(9,963
)

(1,101
)
Loss from continuing operations

(149,936
)

(20,305
)
Gain on disposition of real estate, net

127,017

47,470

Net (loss) income
$
(22,919
)

$
27,165

Income attributable to non-controlling interests, net

(728
)

(894
)
Net (loss) income attributable to DDR
$
(23,647
)

$
26,271

Preferred dividends

(20,376
)

(16,781
)
Net (loss) income attributable to common shareholders
$
(44,023
)

$
9,490

Per share data:

Basic
$
(0.12
)

$
0.02

Diluted
$
(0.12
)

$
0.02

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

~~DDR Corp.~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)~~

~~(unaudited; in thousands)~~

Three Months

Nine Months

Ended September 30,

Ended September 30,

2017

2016

2017

2016

Net income (loss)
$
1,231

$
(60,076
)

$
(22,919
)

$
27,165

Other comprehensive income:

Foreign currency translation

802

(103
)

1,339

572

Change in fair value of interest-rate contracts

206

574

995

950

Change in cash flow hedges reclassed to earnings

335

172

712

516

Total other comprehensive income

1,343

643

3,046

2,038

Comprehensive income (loss)
$
2,574

$
(59,433
)

$
(19,873
)

$
29,203

Comprehensive income attributable to non-controlling interests:

Allocation of net income

(248
)

(284
)

(728
)

(894
)
Foreign currency translation

(182
)

29

(325
)

(239
)
Total comprehensive income attributable to non-controlling
interests

(430
)

(255
)

(1,053
)

(1,133
)
Total comprehensive income (loss) attributable to DDR
$
2,144

$
(59,688
)

$
(20,926
)

$
28,070

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

~~DDR Corp.~~

~~CONSOLIDATED STATEMENT OF EQUITY~~

~~(unaudited; in thousands)~~

DDR Equity

Preferred Shares

Common Shares

Additional
Paid-in
Capital

Accumulated Distributions
in Excess of
Net Income
��

Deferred Compensation Obligation

Accumulated Other Comprehensive Loss

Treasury
Stock at
Cost

Non-
Controlling
Interests

Total

Balance, December 31, 2016
$
350,000

$
36,630

$
5,487,212

$
(2,632,327
)

$
15,149

$
(4,192
)

$
(14,957
)

$
8,497

$
3,246,012

Issuance of common shares related
   to stock plans

—

152

17,529

—

—

—

—

—

17,681

Issuance of preferred shares

175,000

—

(6,118
)

—

—

—

—

—

168,882

Stock-based compensation, net

—

—

7,232

—

(4,768
)

—

5,050

—

7,514

Distributions to non-controlling
   interests

—

—

—

—

—

—

—

(627
)

(627
)
Dividends declared-common shares

—

—

—

(209,763
)

—

—

—

—

(209,763
)
Dividends declared-preferred shares

—

—

—

(20,810
)

—

—

—

—

(20,810
)
Comprehensive (loss) income

—

—

—

(23,647
)

—

2,721

—

1,053

(19,873
)
Balance, September 30, 2017
$
525,000

$
36,782

$
5,505,855

$
(2,886,547
)

$
10,381

$
(1,471
)

$
(9,907
)

$
8,923

$
3,189,016

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

~~DDR Corp.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited; in thousands)~~

Nine Months

Ended September 30,

2017

2016

Cash flow from operating activities:

Net (loss) income
$
(22,919
)

$
27,165

Adjustments to reconcile net (loss) income to net cash flow provided by operating activities:

Depreciation and amortization

266,370

290,051

Stock-based compensation

9,537

5,444

Amortization and write-off of debt issuance costs and fair market value of debt adjustments

5,959

1,605

Loss on extinguishment of debt

63,204

—

Equity in net income of joint ventures

(2,429
)

(14,081
)
Reserve of preferred equity interests, net

60,623

—

Net loss on sale and change in control of interests

—

1,087

Operating cash distributions from joint ventures

6,235

5,921

Gain on disposition of real estate

(127,017
)

(47,470
)
Impairment charges

65,453

104,877

Valuation allowance of prepaid tax asset

8,777

—

Assumption of buildings due to lease terminations

(8,585
)

—

Change in notes receivable accrued interest

(3,168
)

(7,937
)
Net change in accounts receivable

(190
)

81

Net change in accounts payable and accrued expenses

2,514

(3,045
)
Net change in other operating assets and liabilities

(22,131
)

(12,676
)
Total adjustments

325,152

323,857

Net cash flow provided by operating activities

302,233

351,022

Cash flow from investing activities:

Real estate acquired, net of liabilities and cash assumed

(86,079
)

(145,975
)
Real estate developed and improvements to operating real estate

(89,753
)

(134,810
)
Proceeds from disposition of real estate

454,715

296,224

Equity contributions to joint ventures

(69,149
)

(1,452
)
Distributions from unconsolidated joint ventures

21,781

22,307

Repayment of joint venture advances, net

7,476

—

Issuance of notes receivable

—

(6,801
)
Repayment of notes receivable

31,068

4,934

Net cash flow provided by investing activities

270,059

34,427

Cash flow from financing activities:

Proceeds from revolving credit facilities, net

60,000

100,000

Proceeds from issuance of senior notes, net of offering expenses

791,220

—

Repayment of senior notes

(958,509
)

(240,000
)
Repayment of term loan and mortgage debt

(434,240
)

(33,089
)
Payment of debt issuance costs

(6,704
)

(41
)
Proceeds from issuance of preferred shares, net of offering expenses

168,881

—

Issuance of common shares in conjunction with equity award plans and dividend reinvestment plan

15,953

8,105

Distributions to non-controlling interests and redeemable operating partnership units

(626
)

(830
)
Dividends paid

(227,399
)

(218,762
)
Net cash flow used for financing activities

(591,424
)

(384,617
)

Effect of foreign exchange rate changes on cash and cash equivalents

1

2

Net (decrease) increase in cash, cash equivalents and restricted cash

(19,132
)

832

Cash, cash equivalents and restricted cash, beginning of period

39,225

32,520

Cash, cash equivalents and restricted cash, end of period
$
20,094

$
33,354

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

Notes to Condensed ~~Consolidated~~Consolidated Financial Statements

1.	Nature of Business and Financial Statement Presentation

Nature of Business

~~DDR~~SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or ~~“DDR”~~“SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of acquiring, owning, developing, redeveloping, ~~expanding,~~ leasing ~~financing~~ and managing shopping centers. Unless otherwise provided, references herein to the Company or ~~DDR~~SITE Centers include ~~DDR~~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 ~~retailers.~~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.

~~Reclassifications~~

~~Certain reclassifications have been made to the Company’s 2016 financial statements to conform to the 2017 presentation.~~

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 nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~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, ~~2016~~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 months ended March 31, 2020, have been reclassified in order to conform with the current period’s presentation. The Company ~~has two unconsolidated joint ventures included~~reclassified $3.5 million of interest income, primarily related to preferred equity investments that were transferred or redeemed in the ~~Company’s joint venture investments that are considered VIEs for which the Company is not the primary beneficiary. The Company’s maximum exposure~~fourth quarter of 2020, on its consolidated statement of operations from Interest Income to ~~losses associated with these VIEs is limited to its aggregate investment, which was $334.0 million and $405.4 million as of September 30, 2017 and December 31, 2016, respectively.~~ Other Expense, 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):

Nine Months

Ended September 30,

2017

2016

Accounts payable related to construction in progress
$
11.4

$
15.8

Assumption of buildings due to lease termination

8.6

—

Receivable and reduction of real estate assets, net related to hurricane casualty

59.7

—

Dividends declared

78.4

75.2

	Three Months
	Ended March 31,
	2021		2020
Dividends declared, but not paid	$	28.3	$	44.0
Accounts payable related to construction in progress		5.7		7.7
Tax receivable		4.1		0
Assumption of buildings due to ground lease terminations		0		3.0

2.	Revenue Recognition

~~Common Shares~~Impact of the COVID-19 Pandemic on Revenue and Receivables

Beginning in March 2020, the retail sector within the continental U.S. 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 have 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. 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 the collection of rents for April 2020 through March 31, 2021.

The Company ~~declared common share dividends~~has engaged in discussions with most of ~~$0.19 per share~~its larger tenants that failed to satisfy all or a portion of their rent obligations during the 12 months ended March 31, 2021 and ~~$0.57 per share for both~~has 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. 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, no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received and all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income. 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.

The Company had net billed contractual tenant accounts receivable of $12.3 million at March 31, 2021. During the three ~~and nine~~ months ended ~~September 30, 2017 and 2016, respectively.~~ March 31, 2021, the Company recorded net uncollectible revenue that resulted in rental income of $1.4 million (the Company’s share of unconsolidated joint ventures was $0.3 million) primarily due to rental income paid in 2021 related to outstanding receivables in 2020 from tenants on the cash basis of accounting. The Company’s share of lease modification adjustments for unconsolidated joint ventures was not material. 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 was composed of the following (in thousands):~~

Three Months

Nine Months

Ended September 30,

Ended September 30,

2017

2016

2017

2016

Management and other fee income
$
7,291

$
8,562

$
25,517

$
28,205

Ancillary and other property income

4,428

4,761

13,421

13,378

Lease termination fees

9,380

1,684

10,188

3,129

Other

16

13

114

56

Total fee and other income
$
21,115

$
15,020

$
49,240

$
44,768

~~New Accounting Standards Adopted~~

~~Business Combinations~~

~~In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16,~~ ~~Business Combinations (Topic 805)~~. ASU No. 2015-16 provides guidance pertaining to entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Any adjustments should be calculated as if the accounting had been completed at the acquisition date. The guidance is effective for public companies for fiscal years beginning after December 15, 2016. In addition, in January 2017, the FASB issued ASU No. 2017-01, ~~Business Combinations (Topic 805) - Clarifying the Definition of a Business~~. ASU No. 2017-01 clarifies the definition and provides a more robust framework to use in determining when a set of assets and activities constitutes a business. ASU No. 2017-01 is intended to provide guidance when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption is permitted for both standards. Application of the guidance is prospective.

The Company adopted the standards effective January 1, 2017, with respect to its asset acquisitions. Under these new standards, the Company’s purchase of a shopping center is expected to be classified as an acquisition of an asset and not classified as an acquisition of a business. Transaction costs from the acquisition of a business are expensed as incurred, in contrast to transaction costs from the acquisition of an asset, which are capitalized to real estate assets upon acquisition. As a result of these new standards, the majority of the transaction costs incurred related to the acquisition of shopping centers are capitalized to real estate assets (Note 3). ~~This change did not have a material impact~~Other Income on ~~the Company’s financial statements.~~

~~Statement of Cash Flows~~

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.~~ ASU No. 2016-15 provides guidance on certain specific cash flow issues, including, but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination and distributions received from equity method investees. In addition, in November 2016, the FASB issued ASU No. 2016-18, ~~Statement of Cash Flows (Topic 230: Restricted Cash~~. ASU No. 2016-18 clarifies certain existing principles in Accounting Standards Codification (“ASC”) 230, including providing additional guidance related to transfers between cash and restricted cash and how entities present, in their statements of cash flows, the cash receipts and cash payments that directly affect the restricted cash accounts. These standards are effective for periods beginning after December 15, 2017, and shall be applied retrospectively where practicable. Early adoption is permitted.

~~The Company adopted the updated standards effective January 1, 2017. The adoption of these standards modified the Company's 2017 presentation of certain activities within~~ the consolidated statements of ~~cash flows and related disclosures.~~

~~New Accounting Standards to Be Adopted~~

~~Revenue Recognition~~

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers. The objective of ASU No. 2014-09 is to establish a single comprehensive five-step model for entities to use in accounting for~~operations includes revenue ~~arising~~ from contracts with customers ~~that will supersede most~~and other property-related income, primarily composed of ~~the existing revenue recognition guidance, including industry-specific guidance. The core principle of this standard~~theater income, and is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 applies to all contracts with customers except those that are within the scope of other topicsrecognized in the ASC. The new guidance is effective for public companies for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Entities have the option of using either a full retrospective or modified retrospective approach to adopt ASU No. 2014-09. The Company plans to adopt using the modified retrospective approach for financial statements issued after January 1, 2018.

Most significantly for the real estate industry, leasing transactions are not within the scope of the new standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and will be governed by the recently issued leasing guidance discussed below. The Company completed its assessment of ASU No. 2014-09 and has concluded that the guidance will not have a material impact on the method of revenue recognition, excluding tenant-related revenue with respect to leasing transactions. The Company anticipates that upon adoption of ASU No. 2014-09, the recognition of lease commission incomeperiod earned pursuant to its management agreements with unconsolidated joint ventures most likely will be accelerated into an earlier quarter than recognized in current GAAP. The majority of the Company’s lease commission income is recognized 50% upon lease execution and 50% upon tenant rent commencement. Under the new standard, the Company anticipates that a lease commission will be recognized in its entirety upon lease execution. This revenue is not considered material to the Company’s consolidated financial statements.

~~Accounting for Leases~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842).~~ ~~The amendments in this update govern a number of areas including, but not limited to, accounting for leases, replacing the existing guidance in ASC No. 840,~~ ~~Leases. Under this standard, among other changes in practice, a lessee’s rights and obligations under most leases, including existing and new arrangements, would be recognized~~ as assets and liabilities, respectively, on the balance sheet. Other significant provisions of this standard include (i) defining the “lease term” to include the noncancellable period together with periods for which there is a significant economic incentive for the lessee to extend or not terminate the lease, (ii) defining the initial lease liability to be recorded on the balance sheet to contemplate only those variable lease payments that depend on an index or that are in substance “fixed,” (iii) a dual approach for determining whether lease expense is recognized on a straight-line or accelerated basis, depending on whether the lessee is expected to consume more than an insignificant portion of the leased asset’s economic benefits and (iv) a requirement to bifurcate certain lease and non-lease components. The lease standard is effective for fiscal years beginning after December 15, 2018, (including interim periods within those fiscal years) with early adoption permitted. The Company has not yet selected the method of adoption. follows (in thousands):

	Three Months
	Ended March 31,
	2021		2020
Revenue from contracts:
Asset and property management fees	$	6,575	$	9,325
Leasing commissions		1,017		2,996
Development fees		113		870
Disposition fees		0		1,556
Total revenue from contracts with customers		7,705		14,747
Other property income:
Other		544		2,034
Total fee and other income	$	8,249	$	16,781

The Company is in the process of evaluating the impact that the adoption of ASU No. 2016-02 will have on its consolidated financial statements and disclosures. The Company has currently identified several areas within its accounting policies it believes could be impacted by the new standard. The Company may have a change in presentation on its consolidated statement of operations with regards to Recoveries from Tenants, which includes reimbursements from tenants for certain operating expenses, real estate taxes and insurance. Tenant expense reimbursements with a service obligation are not covered within the scope of ASU No. 2016-02. The Company also has certain lease arrangements with its tenants for space at its shopping centers in which the contractual amounts due under the lease by the lessee are not allocated between the rental and expense reimbursement components (“Gross Leases”). The aggregate revenue earned under Gross Leases is presented as Minimum Rents in the consolidated statements of operations. As a result, the Company anticipates it will be required to bifurcate the presentation of certain expense reimbursements as well as allocate the fair value of the embedded revenue associated with these reimbursements for Gross Leases, which represent an immaterial portion of the Company’s lease portfolio, and separately present such amounts in its consolidated statements of operations based upon materiality. The Company intends to adopt the practicable expedient method in applying this standard to Gross Leases entered into or modified after the effective date of the standard. In addition, the Company has ground lease agreements in which the Company is the lessee for land underneath all or a portion of the buildings at five shopping centers. Currently, the Company accounts for these arrangements as operating leases. Under the new standard, the Company will record its rights and obligations under these leases as an asset and liability on its consolidated balance sheets. The Company is currently in the process of evaluating the inputs required to calculate the amount that will be recorded on its balance sheet for each ground lease. Lastly, this standard impacts the lessor’s ability to capitalize

~~costs related to the leasing of vacant space. However, the Company does not believe this change regarding capitalization will have a material impact on its consolidated financial statements.~~

2.3.	Investments in and Advances to Joint Ventures

At ~~September 30, 2017~~both March 31, 2021 and December 31, ~~2016,~~2020, the Company had ownership interests in various unconsolidated joint ventures that had ~~an investment~~investments in ~~142 and 151~~59 shopping center ~~properties, respectively.~~properties. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):

	September 30, 2017			December 31, 2016			March 31, 2021			December 31, 2020
Condensed Combined Balance Sheets
Land	$	1,250,276		$	1,287,675		$	441,412		$	441,412
Buildings		3,238,956			3,376,720			1,259,441			1,258,879
Fixtures and tenant improvements		212,529			203,824			143,736			137,663
		4,701,761			4,868,219			1,844,589			1,837,954
Less: Accumulated depreciation		(957,207	)		(884,356	)		(504,904	)		(492,288	)
		3,744,554			3,983,863			1,339,685			1,345,666
Construction in progress and land		56,381			56,983			2,506			58,201
Real estate, net		3,800,935			4,040,846			1,342,191			1,403,867
Cash and restricted cash		117,211			50,378			47,258			35,212
Receivables, net		53,199			50,685			20,336			25,719
Other assets, net		205,436			248,664			62,116			61,381
	$	4,176,781		$	4,390,573		$	1,471,901		$	1,526,179

Mortgage debt	$	2,698,105		$	3,034,399		$	1,029,240		$	1,029,579
Notes and accrued interest payable to the Company		2,626			1,584			4,707			4,375
Other liabilities		195,817			206,949			58,888			57,349
		2,896,548			3,242,932			1,092,835			1,091,303
Redeemable preferred equity – DDR		392,479			393,338
Accumulated equity		887,754			754,303			379,066			434,876
	$	4,176,781		$	4,390,573		$	1,471,901		$	1,526,179

Company's share of accumulated equity	$	134,001		$	97,977		$	66,852		$	72,555
Redeemable preferred equity, net		327,309			393,338
Basis differentials		(26,103	)		(36,117	)		5,652			1,644
Deferred development fees, net of portion related to the Company's interest		(2,881	)		(2,651	)		(1,229	)		(1,277	)
Amounts payable to the Company		2,626			1,584			4,707			4,375
Investments in and Advances to Joint Ventures, net	$	434,952		$	454,131		$	75,982		$	77,297

	Three Months					Nine Months						Three Months
	Ended September 30,					Ended September 30,						Ended March 31,
	2017		2016			2017			2016			2021		2020
Condensed Combined Statements of Operations
Revenues from operations	$	126,992	$	127,676		$	380,568		$	384,476		$	50,560	$	85,621
Expenses from operations:
Operating expenses		36,041		35,547			110,400			110,176			14,417		24,415
Impairment charges		2,160		13,598			82,667			13,598			0		31,720
Depreciation and amortization		45,291		47,955			137,976			146,011			17,117		30,104
Interest expense		24,276		33,567			83,410			100,208			10,947		17,755
Preferred share expense		8,307		8,438			24,674			25,007			0		4,530
Other (income) expense, net		6,577		5,829			22,204			17,959
Other expense, net													2,964		4,657
		122,652		144,934			461,331			412,959			45,445		113,181
Income (loss) from continuing operations		4,340		(17,258	)		(80,763	)		(28,483	)
Income (loss) before gain on disposition of real estate													5,115		(27,560	)
Gain on disposition of real estate, net		31,740		658			30,764			54,255			28,401		8,906
Net income (loss) attributable to unconsolidated joint ventures	$	36,080	$	(16,600	)	$	(49,999	)	$	25,772		$	33,516	$	(18,654	)
Company's share of equity in net income (loss) of joint ventures	$	3,819	$	(1,755	)	$	(2,570	)	$	10,336
Company's share of equity in net income of joint ventures												$	4,323	$	2,015
Basis differential adjustments^(A)		992		298			4,999			3,745			62		156
Equity in net income (loss) of joint ventures	$	4,811	$	(1,457	)	$	2,429		$	14,081
Equity in net income of joint ventures												$	4,385	$	2,171

(A)

The difference between the Company’s share of net income, ~~(loss),~~ as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, ~~unrecognized preferred PIK,~~ 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.

~~Service fees~~9

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

Revenues earned by the Company ~~through management, financing, leasing and development activities performed~~ related to all of the Company’s unconsolidated joint ventures and interest income are as follows (in millions):

Three Months

Nine Months

Ended September 30,

Ended September 30,

2017

2016

2017

2016

Management and other fees
$
5.3

$
6.3

$
18.9

$
22.2

Interest income

6.3

8.4

20.1

25.0

Development fees and leasing commissions

1.8

2.2

6.2

5.9

	Three Months
	Ended March 31,
	2021		2020
Revenue from contracts:
Asset and property management fees	$	2.6	$	4.5
Development fees, leasing commissions and other		0.4		2.6
		3.0		7.1
Other:
Interest income^(A)		0		3.5
Other		0.4		0.7
		0.4		4.2
	$	3.4	$	11.3

(A)

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

Disposition of 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 ~~joint venture agreements generally~~share of net proceeds totaled $22.1 million, after accounting for customary closing costs and foreign currency translation. The net proceeds include ~~provisions whereby each partner has the right to trigger a purchase or sale of its interest~~$6.1 million that are held in the joint venture or to initiate a purchase or sale of the properties after a certain number of years or if either party is in default of the joint venture agreements. The Company is not obligated to purchase the interests of its outside joint venture partners under these provisions.

~~BRE DDR Retail Holdings Joint Ventures~~

The Company’s two unconsolidated investments with The Blackstone Group L.P. (“Blackstone”), BRE DDR Retail Holdings III (“BRE DDR III”) and BRE DDR Retail Holdings IV (“BRE DDR IV” and, together with BRE DDR III, the “BRE DDR Joint Ventures”), have substantially similar terms and are summarized as follows (in millions, except properties owned):

Common
Equity

Preferred Investment (Principal)

Properties Owned

Formation

Initial

Initial

September 30, 2017

Net of Reserve

Inception

September 30, 2017

BRE DDR III
Oct 2014

$
19.6

$
300.0

$
314.5

$
262.7

70

42

BRE DDR IV
Dec 2015

12.9

82.6

67.1

58.3

6

6

$
382.6

$
381.6

$
321.0

An affiliate of Blackstone is the managing member and effectively owns 95% of the common equity of each of the two BRE DDR Joint Ventures, and consolidated affiliates of DDR effectively own the remaining 5%. The Company provides leasing and property management services to all of the joint venture properties. The Company cannot be removed as the property and leasing manager until the preferred equity, as discussed below, is redeemed in full (except for certain specified events).

The Company’s preferred interests are entitled to certain preferential cumulative distributions payable out of operating cash flows and certain capital proceeds pursuant to the terms and conditions of the preferred investments. The preferred distributions are recognized as Interest Income within the Company’s consolidated statements of operations and are classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. Blackstone has the right to defer up to 23.5% of the preferred fixed distributions as a payment in kind distribution or “PIK.” The preferred investments have an annual distribution rate of 8.5% including any deferred and unpaid preferred distributions. Blackstone has made this PIK deferral election since the formation of both joint ventures. The cash portion of the preferred fixed distributions is generally payable first out of operating cash flows and is current for both BRE DDR Joint Ventures. The Company has no expectation that the cash portion of the preferred fixed distribution will become impaired.

~~The unpaid preferred~~ investment (and any accrued distributions) is payable (1) at Blackstone’s option, in whole or in part, subject to early redemption premiums in certain circumstances during the first three years of the joint ventures; (2) at varying equity sharing levels with the common members under certain circumstances including specified financial covenants, upon a sale of properties over a certain threshold; (3) at DDR’s option after seven years (2021 for BRE DDR III and 2022 for BRE DDR IV); and (4) upon the incurrence of additional indebtedness by the joint ventures in excess of a certain threshold. Specifically, for BRE DDR III as of September 30, 2017, based upon the cumulative asset sales, net asset sale proceeds will be allocated at 51.9% to the preferred member. For BRE DDR IV, the preferred investment is collateralized by assets in which DDR has a 5% common equity interest for 95% of the value and by an additional three assets in which DDR has a nominal interest. The repayment of the BRE DDR IV preferred investment prior to 2022 is first subject to a remaining minimum net asset sales threshold of $4.9 million,escrow of which ~~$1.1~~$4.1 million is ~~allocated to the preferred member. The net asset sale proceeds generated thereafter are~~ expected to be ~~available~~released to ~~repay the preferred member.~~

~~In the first quarter of 2017,~~ the Company ~~recorded a valuation allowance on each~~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 ~~BRE DDR III and BRE DDR IV preferred investment interests~~partnership. The Company recorded an aggregate gain on the transaction of ~~$70.0~~$16.7 million ~~and $6.0~~which included its $2.8 million respectively, or $76.0 million in the aggregate. The valuation allowances were triggered late in the first quarter by an increase in the estimated market capitalization rates for the underlying real estate collateralshare of the investments. The values of open air shopping centers anchored by big box national retailers, particularly in secondary markets, have been under increasing pressure and most recently decreased due to the continued perceived threat of internet retail competition and recent tenant bankruptcies. Several large national retailers filed for bankruptcy in March and April 2017. A majority of the shopping centers collateralizing the preferred investments are those which have been most impacted by the rising capitalization rates. These factors have also reduced the number of potential investors and well-capitalized buyers for these types of assets. The managing member of the two joint ventures exercises significant influence over the timing of asset sales. Due to the Company’s expectation regarding the likely timing of asset sales, the valuation of the Company’s investments considers how management believes a third-party market participant would value the securities in the current higher capitalization rate environment. As a result, the investments were impaired to reflect the risk that the securities are not repaid in full in advance of the Company’s redemption rights in 2021 and 2022. The Company reassessed the aggregate valuation allowance at September 30, 2017, and based upon actual timing and values of recent property sales as well as current market assumptions, the Company adjusted the allowance on each of the BRE DDR III and BRE DDR IV preferred investment interests by a reduction of $18.1 million and an increase of $2.7 million, respectively, or $15.4 million in the aggregate, resulting in a net valuation allowance of $60.6 million. The valuation allowance is recorded as Reserve/Adjustment of Preferred Equity Interests on the Company’s consolidated statements of operations. The Company will continue to monitor the investments and related valuation allowance which could be increased or decreased in future periods, as appropriate.

As discussed above, the preferred 8.5% distribution rate has two components, a cash interest rate of 6.5% and an accrued PIK of 2.0%. As a result of the valuation allowances recorded, effective in March 2017, the Company no longer recognizes as interest income the 2.0% PIK (aggregating $4.5 million at September 30, 2017). Although Blackstone has the right to change its payment election, the Company expects future preferred distributions to continue to include the PIK component. The recognition of the PIK interest income will be reevaluated based upon any future adjustments to the aggregate valuation allowance, as appropriate.

~~DDRM Properties (formerly DDR Domestic Retail Fund I)~~

In June 2017, the Company and an affiliate of Madison International Realty (“Madison”) recapitalized a joint venture with 52 shopping centers previously owned by the Company and various partners through the DDR Domestic Retail Fund I, totaling $1.05 billion. Madison International Real Estate Liquidity Fund VI, an investment fund managed by Madison, acquired 80% of the common equity and an affiliate of the Company retained its 20% interest. This ownership structure is consistent with the structure of the joint venture prior to the recapitalization. In addition, the Company will continue to provide leasing and management services. The recapitalization included the repayment of all outstanding mortgage debt previously heldgain reported by the joint venture, ~~a majority of which was scheduled~~as well as $13.9 million related to ~~mature in July 2017. The joint venture obtained new mortgage loan financing aggregating $706.7 million (of which~~ the ~~Company’s pro rata share is $141.3 million) collateralized by~~promoted interest on the ~~52 assets with a maturity date of July 2022, including extensions. The Company contributed $46.9 million in cash to fund its pro rata share~~disposition of the ~~recapitalization~~investment and ~~related debt refinancing.~~

The remaining three assets not involved in the recapitalization were distributed to the existing partners of DDR Domestic Retail Fund I at the aggregate book value of $74.0 million (of which the Company’s pro rata share was $14.8 million) and contributed to a new joint venture with the same ownership structure, DDR Manatee Liquidating Holdco I. The Company retained a 20% interest in the joint venture and will continue to provide leasing and management services. The assets in the joint venture are unencumbered.

~~Disposition of Shopping Centers~~

From January 1, 2017 to September 30, 2017, the BRE DDR Retail Holdings III joint venture sold eight assets for an aggregate sales price of $164.3 million and recorded a gain on sale of $30.9 million. The DDRTC Core Retail Fund joint venture sold one asset for $17.7 million. The Company’s prorate sharewrite-off of the ~~aggregate gain form these sales was $2.0 million.~~

accumulated foreign currency translation.

3.4.	~~Acquisitions~~

In January 2017, the Company acquired one shopping center in Chicago, Illinois, for $81.0 million. This acquisition was accounted for as an asset acquisition and the fair value was allocated as follows (in thousands):

Weighted-Average
Amortization Period
(in Years)

Land
$
23,588

N/A

Buildings

35,659

(A)

Tenant improvements

8,565

(A)

In-place leases (including lease origination costs and fair market value of leases)

7,051

16.0

Tenant relations

6,934

16.3

Other assets

419

N/A

82,216

Less: Below-market leases

(1,872
)

20.0

Less: Other liabilities assumed

(581
)

N/A

Net assets acquired
$
79,763

~~(A)~~

~~Depreciated~~Investment in ~~accordance with the Company’s policy.~~

Total consideration for the acquisition was paid in cash. The costs related to the acquisition of this asset were capitalized to real estate assets (Note 1). Included in the Company’s consolidated statements of operations are $5.1 million in total revenues from the date of acquisition through September 30, 2017, for the acquired property.

4.	~~Notes Receivable~~and Advances to Affiliate

The Company has ~~notes receivable, including accrued interest, that are collateralized by certain rights~~a preferred investment in ~~development projects, partnership interests, sponsor guaranties and/or real estate assets, some~~Retail Value Inc. (“RVI”) of ~~which are subordinate to other financings. At September 30, 2017,~~$190.0 million. Revenue from contracts with RVI is included in Fee and Other Income on the ~~Company’s loans outstanding had maturity dates ranging from June 2019 to June 2023 at an interest rate~~consolidated statements of ~~9.0%. At September 30, 2017,~~operations and was composed of the ~~Company did not have any loans outstanding that were past due. The~~ following ~~table reconciles the loans receivable on real estate~~ (in ~~thousands)~~millions):

2017

2016

Balance at January 1
$
49,488

$
41,988

Additions:

New mortgage loans

—

6,802

Interest

1,826

2,306

Accretion of discount

269

773

Deductions:

Collections of principal and interest^(A)

(32,004
)

(7,090
)
Balance at September 30
$
19,579

$
44,779

~~(A)~~

~~In April 2017, a loan receivable of $30.6 million with a maturity date of September 2017 was repaid in full.~~

	Three Months
	Ended March 31,
	2021		2020
Revenue from contracts with RVI:
Asset and property management fees	$	4.0	$	4.8
Leasing commissions		0.8		1.2
Disposition fees		0		1.6
Total revenue from contracts with RVI	$	4.8	$	7.6

5.	Other Assets ~~Net~~and Intangibles, net

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

	September 30, 2017		December 31, 2016		March 31, 2021		December 31, 2020
Intangible assets:
In-place leases, net	$	79,257	$	99,600	$	52,576	$	56,756
Above-market leases, net		16,100		20,405		7,791		8,387
Lease origination costs		10,976		12,931		4,650		4,974
Tenant relations, net		93,153		108,662
Tenant relationships, net						19,063		20,301
Total intangible assets, net^(A)		199,486		241,598		84,080		90,418
Operating lease ROU assets						20,047		20,604
Other assets:
Prepaid expenses^(B)		18,870		26,842
Prepaid expenses						14,252		7,416
Other assets		1,992		6,274		2,931		2,348
Deposits		5,766		5,965		4,003		3,767
Deferred charges, net		8,359		4,731		5,639		6,137
Total other assets, net	$	234,473	$	285,410	$	130,952	$	130,690

Below-market leases, net (other liabilities)					$	55,748	$	57,348

(A)

~~(A)~~

The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of ~~$14.4~~$5.6 million and ~~$13.9~~$3.8 million for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, and $47.0 million and $54.6 million for the nine months ended September 30, 2017 and 2016,~~2020, respectively.

~~(B)~~

In the third quarter of 2017, the Company recorded a valuation allowance aggregating $8.8 million on its aggregate $14.8 million prepaid tax related to the estimated built-in gains associated with the real estate assets in Puerto Rico. The prepaid tax triggered an impairment based upon the results of the Company’s probability-weighted undiscounted cash flow impairment test.

6.	Revolving Credit Facilities

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

Carrying Amount at

March 31, 2021

Weighted-Average

Interest Rate at

March 31, 2021

Maturity Date at

March 31, 2021

Unsecured Credit Facility

N/A

January 2024

PNC Facility

N/A

January 2024

Carrying Value at
September 30, 2017

Weighted-Average
Interest Rate (A) at
September 30, 2017

Maturity Date
Unsecured Credit Facility

$
60.0

2.2%

September 2021
PNC Facility

—

N/A

September 2021

~~(A)~~

~~Interest rate on variable-rate debt was calculated using the base rate and spreads in effect at September 30, 2017.~~

The Company ~~also~~ maintains a ~~$50~~$20 million unsecured revolving credit facility with PNC Bank, National Association ~~(the~~(“PNC,” the “PNC Facility” and,together with the Unsecured Credit Facility, the “Revolving Credit Facilities”)~~. The PNC Facility was also amended in September 2017 to reflect~~ which includes substantially the same terms as ~~amended~~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 ~~(1.0%~~(0.90% at ~~September 30, 2017)~~March 31, 2021) or the ~~Prime~~Alternative Base Rate, as defined in the respective ~~facility.~~facility, plus a specified spread (0% at March 31, 2021). The specified spreads vary depending on the Company’s long-term senior unsecured debt rating from Moody’s Investors Service, Inc. ~~and~~, 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 ~~September 30, 2017.~~March 31, 2021.

7.	~~Unsecured Indebtedness~~

~~Senior Notes~~

In August 2017, the Company issued $350.0 million aggregate principal amount of 3.900% senior unsecured notes due August 2024. An effective discount of $1.0 million was recorded. Total fees, including underwriting discounts, incurred by the Company were $2.9 million. In May 2017, the Company issued $450.0 million aggregate principal amount of 4.700% senior unsecured notes due June 2027. An effective discount of $0.8 million was recorded. Total fees, including underwriting discounts, incurred by the Company were $4.0 million. In September 2017, the Company repaid all of its 7.875% senior unsecured notes due September 2020 with an aggregate principal amount outstanding of $300.0 million. In connection with the redemption of the senior unsecured notes due September 2020, the Company paid a make-whole amount of $51.2 million. In July 2017, the Company repaid all of its 4.75% senior unsecured notes due April 2018 with an aggregate principal amount outstanding of $300.0 million. In connection with the redemption of the senior unsecured notes due April 2018, the Company paid a make-whole amount of $7.3 million. These make-whole amounts are included in Other income (expense), net, in the Company’s consolidated statements of operations.

~~Unsecured Term Loan~~

In September 2017, the Company amended its $400 million unsecured term loan with Wells Fargo Bank, National Association, as administrative agent, and PNC Bank, National Association and KeyBank National Association, as syndication agents (the “Unsecured Term Loan”). As a result, the maturity date of $200 million of Tranche A loans under the Unsecured Term Loan was extended to January 2018, with two one-year extension options upon the Company’s request, provided certain conditions are satisfied and the maturity date for the remaining $200 million of Tranche B loans under the facility was extended to January 2023. The Company may increase the amount of the facility provided that lenders agree to certain terms. The interest rate remains unchanged at variable rates based on LIBOR as defined in the loan agreements, plus a specified spread based on the Company’s long-term senior unsecured debt rating (1.1% at September 30, 2017).

~~Scheduled Principal Repayments~~

The Company’s scheduled principal repayments, after reflecting the 2017 refinancings and repayments, are presented in Liquidity, Capital Resources and Financing Activities section of Management’s Discussion and Analysis included herein.

8.	~~Financial Instruments and~~ Fair Value Measurements

The following methods and assumptions were used by the Company in estimating fair value disclosures of ~~financial instruments:~~

~~Notes Receivable and Advances to Affiliates~~

The fair value is estimated using a discounted cash flow analysis in which the Company uses unobservable inputs such as market interest rates determined by the loan to value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made and classified as Level 3 in the fair value hierarchy. The fair value of these notes was approximately $348.7 million and $445.2 million at September 30, 2017 and December 31, 2016, respectively, as compared to the carrying amounts of $347.3 million and $443.3 million, respectively.

~~Debt~~

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.

~~Debt instruments with carrying~~Carrying values that are different ~~than~~from estimated fair values are summarized as follows (in thousands):

	September 30, 2017				December 31, 2016				March 31, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	2,809,404	$	2,896,258	$	2,913,217	$	3,056,896	$	1,450,152	$	1,555,838	$	1,449,613	$	1,549,866
Revolving Credit Facilities and term loans		457,858		460,782		598,242		601,131
Revolving Credit Facilities and term loan										99,679		100,000		234,635		235,000
Mortgage Indebtedness		750,269		771,052		982,509		1,012,869		230,632		231,916		249,260		250,624
	$	4,017,531	$	4,128,092	$	4,493,968	$	4,670,896	$	1,780,463	$	1,887,754	$	1,933,508	$	2,035,490

9.	~~Commitments and Contingencies~~

~~Hurricane Casualty and Impairment Loss~~

At September 30, 2017, the Company owned 12 assets in Puerto Rico, aggregating 4.4 million square feet of Company-owned GLA. One of the 12 assets (Plaza Palma Real, consisting of approximately 0.4 million of Company-owned GLA) was severely damaged; it is currently not operational, except for one tenant, and is not expected to open for the foreseeable future. The other 11 assets incurred varying degrees of damage, including some tenant spaces currently untenantable. The damage consisted primarily of roof and HVAC system damage and water intrusion. As of October 31, 2017, nine of these assets had partial to full utility power and were available for occupancy by some tenants, although due to the damage, portions of these properties remain unavailable for occupancy. With respect to the Company’s anchor spaces comprising greater than 25,000 square feet of GLA in Puerto Rico, 24, or 73% of such tenants, had utility or generator power and were open as of October 31, 2017, including six of seven Walmart stores, a Sam's Club, both Home Depot stores, all three Sears/Kmart and all five grocery stores (including Pueblo, Econo and Selectos Supermarket).

The Company has completed debris removal, roof repairs, interior building mitigation, repairs to building exteriors and repairs to mechanical systems to prevent further water intrusion and related damages at its Puerto Rico shopping centers and continues to assess the scope of necessary repairs. The schedule of additional repair work, as well as the ability to turn over space to tenants, is highly dependent on the full restoration of utilities at all of its shopping centers in Puerto Rico, and the availability of building materials, supplies and skilled labor. The Company does not currently know when full utility service will be restored at the shopping centers with partial or no service, or the extent of the services that will be provided in the interim, if any. As such, the Company is unable to estimate when repair work will be completed or when the remaining tenants will reopen for business.

The Company maintains insurance on its assets in Puerto Rico with policy limits of approximately $330 million for both property damage and business interruption. The Company's insurance policies are subject to various terms and conditions, including a combined property damage and business interruption deductible of approximately $6.0 million. The Company expects that its casualty insurance and business interruption claims to include the costs to clean up, repair and rebuild, as well as lost revenue. The Company also expects to receive casualty insurance proceeds from certain U.S.-based anchor tenants that maintain property insurance of their Company-owned premises. The Company is unable to estimate the impact of potential increased costs associated with resource constraints in Puerto Rico relating to building materials, supplies and labor. The Company believes it maintains adequate insurance coverage on each of its properties and is working closely with the insurance carriers to obtain the maximum amount of insurance recovery provided under the policies. However, the Company can give no assurances as to the amounts of such claims, timing of payments and resolution of the claims.

As of September 30, 2017, the estimated net book value of the property damage written off for damage to the Company’s Puerto Rico assets was $64.8 million. However, the Company is still assessing the impact of the hurricane on its properties, and the final net book value write-offs could vary significantly from this estimate. Any changes to this estimate will be recorded in the periods in which they are determined.

The Company recorded a corresponding receivable of $59.7 million for estimated insurance recoveries related to the net book value of the property damage written off, as the Company believes it is probable that the insurance recovery, net of the deductible, will exceed the net book value of the damaged property. The receivable is recorded within Accounts Receivable on the Company’s consolidated balance sheet as of September 30, 2017. The net impact of $5.1 million representing the property damage insurance

deductible is reflected as a hurricane casualty and impairment loss in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2017. Based on current replacement cost estimates, insurance proceeds are expected to equal or exceed the net book value of the impacted assets; therefore, the Company does not expect to record a loss after insurance proceeds, excluding the impact of the deductible.

The Company’s business interruption insurance covers lost revenue through the period of property restoration and for up to 365 days following completion of restoration. The Company recorded a reduction in rental revenues of $2.6 million for Hurricanes Irma and Maria for the three and nine months ended September 30, 2017, related to lost tenant revenue that is expected to be partially defrayed by insurance proceeds. The Company estimates the waiting period deductible for the business interruption claim to be $0.9 million for the period ended September 30, 2017. The Company will record revenue for covered business interruption in the period it determines that it is probable it will be compensated. This income recognition criteria will likely result in business interruption insurance recoveries being recorded in a period subsequent to the period that the Company experiences lost revenue from the damaged properties. In October 2017, the Company received an advance of approximately $2 million of insurance proceeds related to business interruption insurance claims. This advance has not been reflected in the third-quarter financial statements because it was received after the end of the period.

At September 30, 2017, six of the Puerto Rico assets were encumbered by mortgage notes aggregating $264.8 million at a weighted-average interest rate of 4.9%. The Company has contacted the mortgage holders and is complying with all lender requirements and mortgage covenants.

~~Accrued Expense~~

The Company recorded separation charges aggregating $16.6 million for the nine months ended September 30, 2017. The aggregate charge included $9.4 million related to the March 2, 2017, executive management transition, which was the result of the termination without cause of several of the Company’s executives under the terms of their respective employment agreements. The remaining $7.2 million related to the elimination of 65 positions, including nine officer level roles, in April 2017 as part of organization changes to further centralize key operational decision-making. The total nine-month charge included stock-based compensation expense of approximately $4.5 million related to the acceleration of expense associated with the grant date fair value of the unvested stock-based awards. At September 30, 2017, approximately $1.4 million was included in accounts payable and accrued expenses related to the aggregate charges in the Company’s consolidated balance sheet.

~~10.~~8.

Equity

In ~~June 2017,~~March 2021, the Company issued ~~$175.0~~17.25 million ~~aggregate liquidation preference~~common shares resulting in net proceeds of ~~its newly designated 6.375% Class A cumulative redeemable preferred shares at a price~~$225.5 million. The Company declared common share dividends of ~~$500.00~~$0.11 per share ~~(or $25.00~~and $0.20 per ~~depositary share)~~share for the three months ended March 31, 2021 and ~~incurred $6.1 million in issuance costs reflected in paid-in capital.~~

2020, respectively.

~~11.~~9.

Other Comprehensive ~~Loss~~Income

The changes in ~~accumulated other comprehensive loss~~Accumulated Other Comprehensive (Loss) Income by component are as follows (in thousands):

Gains on
Cash Flow
Hedges

Foreign
Currency
Items

Total

Balance, December 31, 2016
$
(3,930
)

$
(262
)

$
(4,192
)
Other comprehensive income before reclassifications

995

1,014

2,009

Change in cash flow hedges reclassed to earnings^(A)

712

—

712

Net current-period other comprehensive income

1,707

1,014

2,721

Balance, September 30, 2017
$
(2,223
)

$
752

$
(1,471
)

	Foreign Currency Items
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, March 31, 2021	$	0

(A)

~~Includes amortization classified~~Represents the release of foreign currency translation related to the sale of a parcel of undeveloped land in ~~Interest Expense~~Richmond Hill, Ontario owned by one of ~~$0.7 million in~~ the Company’s ~~consolidated statement of operations for the nine months ended September 30, 2017, which was previously recognized in accumulated other comprehensive loss.~~ joint ventures (Note 3).

10.	Impairment Charges

~~12.~~

~~Impairment Charges and Reserves~~

~~In 2017,~~For the three months ended March 31, 2021 and 2020, the Company recorded impairment charges and reserves of $7.3 million and $18.1 million, respectively, based on the difference between the carrying value of the assets or investments and the estimated fair market ~~value~~value. In 2021, the impairment charge recorded was triggered by a change in the hold period assumptions for an asset considered for sale and in 2020 the impairments were as ~~follows (in millions):~~ 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.

Three Months

Nine Months

Ended September 30,

Ended September 30,

2017

2016

2017

2016

Assets marketed for sale^(A)
$
8.5

$
104.9

$
49.5

$
104.9

Undeveloped land previously held for development^(A)

1.8

—

10.9

—

Total continuing operations
$
10.3

$
104.9

$
60.4

$
104.9

(Adjustment) reserve of preferred equity interests^(B)

(15.4
)

—

60.6

—

Total impairment charges
$
(5.1
)

$
104.9

$
121.0

$
104.9

~~(A)~~

~~Triggered by changes in asset hold-period assumptions and/or expected future cash flows.~~

~~(B)~~

~~As a result of an aggregate valuation allowance on its preferred equity interests in the BRE DDR Joint Ventures (Note 2).~~

Items Measured at Fair Value ~~on a Non-Recurring Basis~~

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.~~income and expected hold period. For projects under development or not at stabilization, the significant ~~valuation~~ 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. For the valuation of the preferred equity interests, the significant assumptions used in the discounted cash flow analysis included the discount rate, projected net operating income, the timing of the expected redemption and the exit capitalization rates. 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 ~~both~~ financial ~~and nonfinancial~~ assets that were measured on a fair value basis for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 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
Losses

September 30, 2017

Long-lived assets held and used

$
—

$
—

$
141.0

$
141.0

$
60.4

Preferred equity interests

—

—

327.3

327.3

60.6

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Impairment Charges
March 31, 2021
Long-lived assets held and used	$	0	$	0	$	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 ~~of non-recurring items~~ (in ~~millions, except price per acre (in thousands))~~millions):

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at

Range

Fair Value at

Valuation

Weighted

Description

September 30, 2017

Valuation Technique

Unobservable Inputs

2017

March 31, 2021

Technique

Unobservable Inputs

Range

Average

Impairment of consolidated assets

44.1

Indicative Bid^(A)/

Contracted Price

Indicative Bid^(A)/

Contracted Price

N/A

10.0

Indicative Bid^(A)

N/A

74.7

Income Capitalization Approach/

Sales Comparison Approach

Market Capitalization

Rate

9.75%–10%

14.8

Discounted Cash Flow

Discount Rate

Terminal Capitalization Rate

10%

7.4

Sales Comparison Approach

Price per Acre

$50–$218

Reserve of preferred equity interests

327.3

Discounted Cash Flow

Discount Rate

8.2%–8.8%

Terminal Capitalization

Rate

4.6%–11.2%

NOI Growth Rate

(A)

Fair value ~~measurements~~measurement based upon an indicative ~~bids were~~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 ~~these~~ third parties to determine these estimated fair values.

~~13.~~11.

Earnings Per Share

The following table provides a reconciliation of net ~~(loss)~~ income ~~from continuing operations~~ 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

Nine Months

Ended September 30,

Ended September 30,

2017

2016

2017

2016

Numerators – Basic and Diluted

Loss from continuing operations
$
(43,060
)

$
(81,444
)

$
(149,936
)

$
(20,305
)
Plus: Gain on disposition of real estate

44,291

21,368

127,017

47,470

Plus: Income attributable to non-controlling interests

(248
)

(284
)

(728
)

(894
)
Less: Preferred dividends

(8,383
)

(5,594
)

(20,376
)

(16,781
)
Less: Earnings attributable to unvested shares and operating
partnership units

(241
)

(167
)

(743
)

(581
)
Net (loss) income attributable to common shareholders after
allocation to participating securities
$
(7,641
)

$
(66,121
)

$
(44,766
)

$
8,909

Denominators – Number of Shares

Basic—Average shares outstanding

367,686

365,508

367,039

365,062

Effect of dilutive securities—Stock options

—

—

—

320

Diluted—Average shares outstanding

367,686

365,508

367,039

365,382

(Loss) Earnings Per Share:

Basic
$
(0.02
)

$
(0.18
)

$
(0.12
)

$
0.02

Diluted
$
(0.02
)

$
(0.18
)

$
(0.12
)

$
0.02

	Three Months
	Ended March 31,
	2021			2020
Numerators – Basic and Diluted
Net income	$	16,181		$	34,628
Income attributable to non-controlling interests		(173	)		(295	)
Preferred dividends		(5,133	)		(5,133	)
Earnings attributable to unvested shares and OP units		(115	)		(149	)
Net income attributable to common shareholders after allocation to participating securities	$	10,760		$	29,051
Denominators – Number of Shares
Basic—Average shares outstanding		198,534			193,726
Assumed conversion of dilutive securities		911			0
Diluted—Average shares outstanding		199,445			193,726
Earnings Per Share:
Basic	$	0.05		$	0.15
Diluted	$	0.05		$	0.15

~~Shares subject~~For the three months ended March 31, 2021, Performance Restricted Stock Units (“PRSUs”) issued to ~~issuance under~~certain executives in March 2021, March 2020 and March 2019 were considered in the ~~Company’s 2016 VSEP~~computation of dilutive EPS. For the three months ended March 31, 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 for~~EPS. For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, the Company recorded a mark-to-market adjustment of $5.6 million as expense and $2.2 million as income, respectively, in connection with the ~~calculation~~PRSUs granted in March 2018. In March 2021, the Company issued 570,295 common shares in settlement of certain PRSUs granted in 2018 and 2020.

12.	Subsequent Events

In April 2021, the Company redeemed all $150.0 million aggregate liquidation preference of its 6.250% 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 will record 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 ~~anti-dilutive.~~

recorded to additional paid in capital upon original issuance.

~~14.~~Item 2.

~~Segment Information~~

~~The tables below present information about the Company’s reportable operating segments (in thousands):~~

Three Months Ended September 30, 2017

Shopping
Centers

Loan
Investments

Other

Total

Total revenues
$
227,409

$
15

$
227,424

Rental operation expenses

(59,571
)

3

(59,568
)
Net operating income

167,838

18

167,856

Impairment charges

(10,284
)

(10,284
)
Depreciation and amortization

(85,210
)

(85,210
)
Interest income

6,807

6,807

Other income (expense), net

$
(64,340
)

(64,340
)
Unallocated expenses^(A)

(71,988
)

(71,988
)
Hurricane casualty and impairment loss

(6,089
)

(6,089
)
Equity in net income of joint ventures

4,811

4,811

Adjustment of preferred equity interests

15,377

15,377

Loss from continuing operations

$
(43,060
)

Three Months Ended September 30, 2016

Shopping
Centers

Loan
Investments

Other

Total

Total revenues
$
253,787

$
13

$
253,800

Rental operation expenses

(68,107
)

(62
)

(68,169
)
Net operating income (loss)

185,680

(49
)

185,631

Impairment charges

(104,877
)

(104,877
)
Depreciation and amortization

(95,451
)

(95,451
)
Interest income

9,304

9,304

Other income (expense), net

$
(384
)

(384
)
Unallocated expenses^(A)

(73,123
)

(73,123
)
Equity in net loss of joint ventures

(1,457
)

(1,457
)
Loss on sale and change in control of interests, net

(1,087
)

(1,087
)
Loss from continuing operations

$
(81,444
)

Nine Months Ended September 30, 2017

Shopping
Centers

Loan
Investments

Other

Total

Total revenues
$
703,989

$
43

$
704,032

Rental operation expenses

(192,772
)

(10
)

(192,782
)
Net operating income

511,217

33

511,250

Impairment charges

(60,353
)

(60,353
)
Depreciation and amortization

(266,370
)

(266,370
)
Interest income

22,365

22,365

Other income (expense), net

$
(65,298
)

(65,298
)
Unallocated expenses^(A)

(227,247
)

(227,247
)
Hurricane casualty and impairment loss

(6,089
)

(6,089
)
Equity in net income of joint ventures

2,429

2,429

Reserve of preferred equity interests

(60,623
)

(60,623
)
Loss from continuing operations

$
(149,936
)
As of September 30, 2017:

Total gross real estate assets
$
8,697,077

$
8,697,077

Notes receivable, net^(B)

$
346,888

$
(327,297
)

$
19,591

Nine Months Ended September 30, 2016

Shopping
Centers

Loan
Investments

Other

Total

Total revenues
$
765,514

$
30

$
765,544

Rental operation expenses

(212,857
)

(218
)

(213,075
)
Net operating income (loss)

552,657

(188
)

552,469

Impairment charges

(104,877
)

(104,877
)
Depreciation and amortization

(290,051
)

(290,051
)
Interest income

27,800

27,800

Other income (expense), net

$
3,470

3,470

Unallocated expenses^(A)

(222,110
)

(222,110
)
Equity in net income of joint ventures

14,081

14,081

Loss on sale and change in control of interests, net

(1,087
)

(1,087
)
Loss from continuing operations

$
(20,305
)
As of September 30, 2016:

Total gross real estate assets
$
9,911,432

$
9,911,432

Notes receivable, net^(B)

$
447,070

$
(402,247
)

$
44,823

~~(A)~~

~~Unallocated expenses consist~~Management’s Discussion and Analysis of ~~General~~Financial Condition and ~~Administrative Expenses, Interest Expense and Tax Expense as listed in the Company’s consolidated statements~~Results of ~~operations.~~

~~(B)~~

~~Amount includes loans to affiliates classified in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets.~~

~~ITEM 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the ~~Company’s~~ 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, ~~2016,~~2020, as well as other publicly available information.

~~Executive Summary~~EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of acquiring, owning, developing, redeveloping, ~~expanding,~~ leasing ~~financing~~ and managing shopping centers. As of ~~September 30, 2017,~~March 31, 2021, the Company’s portfolio consisted of ~~286~~138 shopping centers (including ~~143~~60 shopping centers owned through joint ventures) ~~aggregating~~. At March 31, 2021, the Company owned approximately 9743.4 million total square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture) and managed approximately 9.6 million total square feet of GLA owned by Retail Value Inc. (“RVI”). ~~These properties consist of 274 shopping centers owned in the United States and 12 in Puerto Rico.~~ At ~~September 30, 2017,~~March 31, 2021, the aggregate occupancy of the Company’s ~~operating~~ shopping center portfolio was ~~91.5%~~88.6%, and the average annualized base rent per occupied square foot was ~~$15.53.~~

~~For the nine months ended September 30, 2017, net income attributable to common shareholders decreased compared to the prior year, primarily due to~~$18.39, both on a $60.6 million valuation allowance recorded on the Company’s preferred investments in two joint ventures, a $66.4 million loss on debt retirement, a $16.6 million aggregate charge associated with the executive management transition and staff restructuring and a $6.1 million hurricane casualty and impairment loss, which were partially offset by an increase in gain on sale of real estate assets and lower impairment charges.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
	Ended March 31,
	2021		2020
Net income attributable to common shareholders	$	10,875	$	29,200
FFO attributable to common shareholders	$	49,511	$	47,422
Operating FFO attributable to common shareholders	$	55,302	$	61,150
Earnings per share – Diluted	$	0.05	$	0.15

For the three months ended March 31, 2021, net income attributable to common shareholders decreased compared to the same period in the prior year, primarily due to lower fee income, lower interest income, lower gain on sale of joint venture interests and higher impairment charges, partially offset by payments of 2020 rental income by cash basis tenants, the lower valuation allowance related to the Company’s preferred investments and lower debt extinguishment costs related to the redemption of the Senior Notes due 2022 in 2020.

Three Months

Nine Months

Ended September 30,

Ended September 30,

2017

2016

2017

2016

Net (loss) income attributable to common shareholders
$
(7,400
)

$
(65,954
)

$
(44,023
)

$
9,490

FFO attributable to common shareholders
$
46,340

$
120,137

$
161,677

$
355,000

Operating FFO attributable to common shareholders
$
111,236

$
120,636

$
328,538

$
357,306

(Loss) earnings per share – Diluted
$
(0.02
)

$
(0.18
)

$
(0.12
)

$
0.02

In March ~~2017,~~2020, the ~~Company named~~World Health Organization categorized COVID-19 as a ~~new executive team,~~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 ~~David Lukes as president and chief executive officer, Michael Makinen as chief operating officer and Matthew Ostrower as chief financial officer. The management team, led by~~ ~~Mr. Lukes, completed several key strategic objectives in 2017, which~~ordering the temporary closure of non-essential businesses (which included ~~the streamlining~~many of the Company’s ~~organizational structure, executing several balance sheet improvements,~~tenants) and ~~completing a portfolio review process. The Company made several organizational changes~~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 ~~an effort~~order to ~~centralize decision-making~~safeguard the health of its employees and lower operating costs, which resulted in the elimination of 65 positions, including nine officer roles, and are expected to generate an annualized stabilized reduction to general and administrative expenses of approximately $6 million. As outlined below,their families, the Company ~~also took several steps~~closed all of its offices in March 2020 and successfully transitioned to ~~strengthen its balance sheet, extend its debt maturity profile and reduce its overall risk profile. Furthermore,~~working remotely. While the Company ~~made progress toward,~~reopened its Corporate Headquarters in Cleveland, Ohio and ~~remains committed to lowering leverage and improving overall liquidity. One of~~select regional offices on a voluntary basis in October 2020, the keys to achieving this objective is to recycle asset disposition proceeds toward its deleveraging effort. The Company completed a portfolio review process to not only identify asset disposition targets but also support its capital allocation strategy. Looking forward, the Company seeks to create shareholder value through disciplined capital allocation and best-in-class operations that it believes should ~~translate into net asset value growth over time. The following is a summary~~majority of the Company’s employees continue to work remotely. The Company has not established an official date for employees to return to the office on a full-time basis. To date, the Company’s leasing and administrative operations have not been significantly impacted by the pandemic as the Company’s significant ~~transactional~~investments in its IT infrastructure and systems in prior years facilitated the transition to a remote working environment.

As of April 16, 2021, all of the Company’s properties remain open and operational ~~activity execution~~with 99% 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 theater sector is the primary tenant category that currently is still not fully reopened. 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 for April 2020 through the end of 2020. The Company’s collection rates showed significant improvement in the second half of 2020 and continuing into the first ~~nine months~~quarter of ~~2017:~~

~~In an effort to repay debt~~2021. A majority of tenants, including tenants previously on the cash basis of accounting, have resumed repaying their monthly rent and extend maturity, the Company raised $975.0 million in the public debt and preferred equity markets and repaid $900 million of its outstanding unsecured notes. The weighted average interest of the unsecured debt issued was 4.35% as compared to 6.71% for the unsecured debt repaid.are repaying deferred rents from prior periods. The Company ~~also repaid an aggregate~~had net billed contractual tenant accounts receivable of ~~$322.4~~$12.3 million of secured mortgage debt from January 1, 2017 through November 1, 2017. In addition, the Company extended the maturity of the revolving credit facilities and increased the borrowing capacity to $1.0 billion. As a result of these transactions, the Company increased its weighted average consolidated debt maturity from 3.7 years at March 31, ~~2017,~~2021. The Company’s pro rata share of unconsolidated joint ventures’ contractual accounts receivable was $1.3 million at March 31, 2021.

The quarterly rent payment rates as of April 16, 2021, determined on a pro rata basis, for assets owned as of March 31, 2021, for each quarterly reporting period since March 2020 and updated for subsequent cash receipts, are reflected as follows:

	Second Quarter 2020	Third Quarter 2020	Fourth Quarter 2020	First Quarter 2021
As of April 16, 2021	84%	89%	95%	96%
As of February 12, 2021	79%	88%	94%	N/A
As of October 23, 2020	70%	84%	N/A	N/A
As of July 24, 2020	64%	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 ~~5.5 years~~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. 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 through March 2021, collection levels remained below historical averages during the first quarter of 2021, and future rent collections may be negatively impacted by any surges in COVID-19 contagion, the discovery of new COVID-19 variants or delays in the administration or effectiveness of COVID-19 vaccines, and any implementation of additional restrictions on tenant businesses as a result thereof. The ultimate impact of the pandemic and secondary social and economic effects on the Company's results of operations, financial position, liquidity and capital resources remains unclear and cannot be reasonably determined or forecasted at ~~September 30, 2017.~~this time. 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 investments and tactical redevelopment. Management intends to use retained cash flow and proceeds from the sale of lower growth assets and other investments and its March 2021 equity offering to fund opportunistic investing and tactical redevelopment activity.

In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.5 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 three months of 2021, the Company sold a land parcel and the Hobby Lobby pad of a shopping center for an aggregate sales price of $11.5 million.

Company Operational Highlights

During the three months ended March 31, 2021, the Company completed the following operational activities:

•

Leased approximately 1.0 million square feet of GLA including 59 new leases and 86 renewals for a total of 145 leases. As of March 31, 2021, the remaining 2021 lease expirations aggregated approximately 1.3 million square feet of GLA (representing approximately 60% of total annualized base rent of 2021 expiring leases as of December 31,2020), as compared to 2.1 million square feet of GLA as of December 31, 2020;

•

~~The~~At December 31, 2020, the Company ~~completed~~had 345 leases expiring in 2021, with an average base rent per square foot of $19.59, on a pro rata basis. For the ~~disposition of $651.1 million of assets during~~comparable leases executed in the ~~nine~~three months ended ~~September 30, 2017, of which DDR’s~~March 31, 2021, the Company generated positive leasing spreads on a pro rata ~~share was $480.0 million. Included~~basis of 14.9% for new leases and negative leasing spreads of 4.2% for renewals. Leasing spreads are a key metric in ~~these sales are two assets~~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 ~~Puerto Rico for a gross sales~~connection with new leasing activity. Renewal spreads in thefirstquarterof2021 wereimpacted bytheCompany’sdecision toprioritizeoccupancy. TheCompanymayexperienceadditionalpressureon leasing spreads in future quartersin ordertomaintainoccupancy.The Company’s leasing spread calculation includes only those deals that

~~price~~were executed within one year of ~~$57.3 million. The Company also acquired~~the date the prior tenant vacated, and as a ~~grocery-anchored shopping center at 3030 North Broadway in Chicago, Illinois, for $81.0 million in January 2017.~~ result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates;

The DDR Domestic Retail Fund I joint venture (now DDRM Properties) was recapitalized, which included $706.7 million of new mortgage financings on 52 assets, which were used to repay of all of the joint venture’s outstanding mortgage debt.

•

The Company’s total portfolio average annualized base rent per square foot decreased to $18.39 at March 31, 2021, on a pro rata basis, as compared to $18.50 at December 31, 2020 and $18.49 at March 31, 2020 due to the impact of the strategic renewals discussed above;

The Company continued its trend of consistent strong operating performance in the first nine months of 2017, as evidenced by the number of leases executed, the upward trend in the average annualized base rental rates and an overall strong occupancy rate.

•

The aggregate occupancy of the Company’s operating shopping center portfolio was 88.6% at March 31, 2021, on a pro rata basis, as compared to 89.0% at December 31, 2020 and 90.1% at March 31, 2020; the occupancy decline since December 2020 was primarily due to the sale of a portion of a shopping center that was 100% occupied as well as two anchor tenant lease expirations and

The Company leased approximately 5.5 million square feet in the first nine months of 2017, including 227 new leases and 631 renewals for a total of 858 leases. The Company has addressed substantially all of its 2017 lease expirations.

The Company continued to execute both new leases and renewals at positive rental spreads, which contributed to the increase in the average annualized base rent per square foot. At December 31, 2016, the Company had 814 leases expiring in 2017, with an average base rent per square foot of $14.68. For the comparable leases executed in the first nine months of 2017, the Company generated positive leasing spreads on a pro rata basis of 5.6% for new leases and 6.0% for renewals. Although these spreads are positive, the new lease spread of 5.6% is significantly below the full-year 2016 spread of 20.6% on a pro rata basis. One of the drivers behind the lower new lease spread in 2017 was an anchor tenant lease executed at a Puerto Rico property to replace a dark but rent paying tenant. Excluding the impact of this lease, the first nine months new lease spreads were 12.0% on a pro rata basis, which is more in line with the historical average. The Company’s leasing spread calculation only includes deals that were executed within one year of the date the prior tenant vacated. As a result, the Company believes its calculation 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 increased to $15.53 at September 30, 2017, as compared to $15.00 at December 31, 2016, and $14.72 at September 30, 2016.~~

The aggregate occupancy of the Company’s operating shopping center portfolio remained strong at 91.5% at September 30, 2017, as compared to 93.3% at December 31, 2016 and 93.0% at September 30, 2016. The net decrease in occupancy in the first nine months of 2017 primarily was attributed to tenant bankruptcies and the impact of asset sales with rates that were slightly above the portfolio average occupancy. The 2017 occupancy rate reflects the unabsorbed vacancy related to The Sports Authority and Golfsmith bankruptcies in 2016 and the hhgregg bankruptcy in 2017.

For new leases executed during the first nine months of 2017, the Company expended a weighted-average cost of $4.88 per rentable square foot for tenant improvements and lease commissions over the lease term as compared to $4.73 for leases executed in the first nine months of 2016. The Company generally does not expend a significant amount of capital on lease renewals.

•

For new leases executed during the three months ended March 31, 2021, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $7.65 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.81 per rentable square foot in 2020. The Company generally does not expend a significant amount of capital on lease renewals.

~~Third Quarter 2017 - Hurricane Casualty Loss~~

In September 2017, Hurricane Irma made landfall in both Puerto Rico and Florida, and Hurricane Maria made landfall in Puerto Rico. The Company’s Florida assets were minimally impacted by Hurricane Irma. However, the Company’s 12 shopping centers in Puerto Rico and 36 employees based on the island were significantly impacted by Hurricane Maria. Management’s first priority has been to account for and provide necessary resources to our Puerto Rico-based team. Second, the Company has been working diligently to make all properties physically safe and protected from further water intrusion. Third, the Company has worked to remove debris and provide generator power where possible so that tenants can open as soon as possible. Finally, the Company has been working with its insurance company to assess damage, arrange for advances on business interruption insurance, and begin to make permanent repairs to assets wherever possible. One of the Company’s 12 shopping centers was severely damaged; except for one tenant, it is currently not operational and is not expected to open for the foreseeable future. The other 11 assets incurred varying degrees of damage, including some tenant spaces currently untenantable. As of November 1, 2017, nine of the assets had partial to full utility power and were available for occupancy by some tenants, although, due to the damage, portions of these properties remain unavailable for occupancy. The Company estimates its aggregate casualty insurance claim to be in the range of $125 – $150 million, which includes the costs to clean up, repair and rebuild as well as lost revenue estimated through December 31, 2017. The Company maintains insurance on its assets in Puerto Rico with policy limits of approximately $330 million for both property damage and business interruption. See further discussion in both “Contractual Obligations and Other Commitments” and Note 9, “Commitments and Contingencies,” to the Company’s consolidated financial statements included herein.

2021 RESULTS OF OPERATIONS

~~Shopping~~Consolidated shopping center properties owned as of January 1, ~~2016,~~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 September 30,

2017

2016

$ Change

Base and percentage rental revenues
$
154,941

$
179,037

$
(24,096
)
Recoveries from tenants

51,368

59,743

(8,375
)
Fee and other income

21,115

15,020

6,095

Total revenues
$
227,424

$
253,800

$
(26,376
)

Nine Months

Ended September 30,

2017

2016

$ Change

Base and percentage rental revenues^(A)
$
490,315

$
538,058

$
(47,743
)
Recoveries from tenants^(B)

164,477

182,718

(18,241
)
Fee and other income^(C)

49,240

44,768

4,472

Total revenues
$
704,032

$
765,544

$
(61,512
)

	Three Months
	Ended March 31,
	2021		2020		$ Change
Rental income^(A)	$	119,890	$	112,529	$	7,361
Fee and other income^(B)		8,249		16,781		(8,532	)
Total revenues	$	128,139	$	129,310	$	(1,171	)

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

	Three Months
	Ended March 31,
Contractual Lease Payments	2021		2020			$ Change
Base and percentage rental income⁽¹⁾	$	86,259	$	80,710		$	5,549
Recoveries from tenants⁽²⁾		30,595		27,199			3,396
Uncollectible revenue⁽³⁾		1,398		(489	)		1,887
Lease termination fees, ancillary and other rental income		1,638		5,109			(3,471	)
Total contractual lease payments	$	119,890	$	112,529		$	7,361

~~(A)~~

(1)

The changes in base and percentage rental income were due to the following (in millions):

	Increase (Decrease)			Increase (Decrease)
Comparable Portfolio Properties⁽¹⁾	$	5.6		$	(1.7	)
Acquisition of shopping centers		8.1			6.0
Development or redevelopment properties		0.7
Disposition of shopping centers		(58.1	)
Redevelopment properties					0.2
Straight-line rents		(4.0	)		1.0
Total	$	(47.7	)	$	5.5

For the three months ended March 31, 2021, the increase in straight-line rents relative to the first quarter of 2020 was due to charges recorded by the Company in March 2020 to straight-line revenue primarily related to write-offs associated with credit risk tenants primarily triggered by the impacts of the COVID-19 pandemic.

~~(1)~~

Includes a reduction in rental revenues and recoveries from tenants of $2.6 million associated with both Hurricane Irma and Maria in September 2017 that is expected to be partially defrayed by insurance proceeds. See further discussion in Note 9, “Commitments and Contingencies,” to the Company’s consolidated financial statements included herein.

The following tables present the statistics for the Company’s ~~portfolio~~assets affecting base and percentage rental ~~revenues~~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 March 31,
	2021			2020
Centers owned (at 100%)		138			148
Aggregate occupancy rate		88.6	%		90.1	%
Average annualized base rent per occupied square foot	$	18.39		$	18.49

	Combined Shopping Center Portfolio September 30,						Wholly-Owned Shopping Centers September 30,						Joint Venture Shopping Centers September 30,						Wholly-Owned Shopping Centers March 31,
	2017			2016			2017			2016			2017			2016			2021			2020
Centers owned		286			343			143			187			143			156			78			69
Aggregate occupancy rate		91.5	%		93.0	%		91.1	%		92.8	%		92.1	%		93.4	%		89.0	%		90.2	%
Average annualized base rent per occupied square foot⁽²⁾	$	15.53		$	14.72		$	16.30		$	15.08		$	14.42		$	14.10
Average annualized base rent per occupied square foot																			$	18.62		$	18.86

	Joint Venture Shopping Centers March 31,
	2021			2020
Centers owned		60			79
Aggregate occupancy rate		86.8	%		89.0	%
Average annualized base rent per occupied square foot	$	15.24		$	15.10

At March 31, 2021 and 2020, the wholly-owned Comparable Portfolio Properties’ aggregate occupancy rate was 91.2% and 92.7%, respectively, and the average annualized base rent per occupied square foot was $18.79 and $18.77, respectively.

(2)

The Comparable Portfolio Properties’ aggregate occupancy rate was 91.3% and 94.0%, respectively, and the average annualized base rent per occupied square foot was $16.33 and $15.21, respectively. The 2017 occupancy rates above reflect the unabsorbed vacancy related to The Sports Authority and Golfsmith bankruptcies that occurred in 2016 and the hhgregg bankruptcy in 2017.

~~(B)~~

~~The decrease primarily was driven by the net impact of disposition activity.~~ Recoveries from tenants for the Comparable Portfolio Properties were approximately ~~93.4%~~79.7% and ~~96.2%~~79.1% of reimbursable operating expenses and real estate taxes for the ~~comparable periods. The overall decreased percentage of recoveries from tenants primarily was attributable~~three months ended March 31, 2021 and 2020, respectively.

(3)

Primarily relates to the impact of the ~~major tenant bankruptcies~~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 three months ended March 31, 2021, net amount reported was income primarily due to rental income paid in 2021 related ~~occupancy loss discussed above.~~ to outstanding receivables in 2020 from tenants on the cash basis of accounting.

~~(C)~~(B)

~~Includes a decrease in Management~~Decrease primarily relates to the transfer and ~~other fee income~~redemption of ~~$2.7 million primarily from a reduction of asset management fees from one of the Company’s~~two joint ~~ventures. In addition,~~ventures in the ~~third~~fourth quarter of ~~2017,~~2020 and the ~~Company recorded a lease termination fee of $8.2 million related to the receipt~~sale of a ~~132,700 square foot building triggered by an anchor tenant not exercising its option~~third joint venture in the first quarter of ~~a ground lease at the Riverdale Village shopping center in Coon Rapids, Minnesota.~~2020. The components of Fee and Other Income are presented in Note ~~1, “Nature of Business and Financial Statement Presentation,~~2, “Revenue Recognition,” ofto 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 ~~joint venture~~ fee ~~structure could~~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 ~~cancellation~~termination provisions and RVI and the Company’s joint venture partners could dispose of shopping centers under ~~DDR’s~~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							Three Months
	Ended September 30,							Ended March 31,
	2017		2016		$ Change			2021		2020		$ Change
Operating and maintenance(A)	$	28,950	$	32,012	$	(3,062	)	$	20,216	$	18,480	$	1,736
Real estate taxes(A)		30,618		36,157		(5,539	)		19,664		17,657		2,007
Impairment charges(B)		10,284		104,877		(94,593	)		7,270		—		7,270
Hurricane casualty and impairment loss		6,089		—		6,089
General and administrative		16,425		18,785		(2,360	)
Depreciation and amortization		85,210		95,451		(10,241	)
	$	177,576	$	287,282	$	(109,706	)


	Nine Months
	Ended September 30,
	2017		2016		$ Change
Operating and maintenance^(A)	$	94,091	$	104,600	$	(10,509	)
Real estate taxes^(A)		98,691		108,475		(9,784	)
Impairment charges^(B)		60,353		104,877		(44,524	)
Hurricane casualty and impairment loss^(C)		6,089		—		6,089
General and administrative^(D)		70,253		55,160		15,093
General and administrative^(C)									17,395		11,376		6,019
Depreciation and amortization^(A)		266,370		290,051		(23,681	)		45,560		42,993		2,567
	$	595,847	$	663,163	$	(67,316	)	$	110,105	$	90,506	$	19,599

(A)	The changes were due to the following (in millions):

	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization			Operating and Maintenance		Real Estate Taxes			Depreciation and Amortization
Comparable Portfolio Properties	$	0.3		$	0.5		$	(8.6	)	$	0.2	$	0.3		$	(2.6	)
Acquisition of shopping centers		1.5			1.8			6.0			1.5		1.9			4.7
Development or redevelopment properties		(0.2	)		0.1			0.3
Disposition of shopping centers		(12.1	)		(12.3	)		(21.4	)
Redevelopment properties											—		(0.2	)		0.5
	$	(10.5	)	$	(9.8	)	$	(23.7	)	$	1.7	$	2.0		$	2.6

~~Depreciation expense~~Change in depreciation and amortization for the Comparable Portfolio Properties ~~was lower in 2017, primarily as~~is a result of accelerated depreciation ~~charges~~from tenant bankruptcies in ~~2016 related to changes in the useful lives of certain assets.~~2020.

(B)

~~The Company recorded impairment charges in 2017, related to five operating shopping centers and three parcels of land.~~ Changes in ~~(1)~~(i) an asset’s expected future undiscounted cash flows due to changes in market or leasing conditions, ~~(2)~~(ii) various courses of action that may occur or ~~(3)~~(iii) holding periods ~~each~~ could result in the recognition of additional impairment charges. Impairment

charges are presented in Note ~~12,~~10 “Impairment Charges and Reserves,” to the Company’s consolidated financial statements included herein.

(C)	The Hurricane Casualty and Impairment Loss is more fully described in “Sources and Uses of Capital” later in this section and Note 9, “Commitments and Contingencies,” to the Company’s consolidated financial statements included herein.

~~(D)~~

General and administrative expenses (including mark-to-market activity for the PRSUs) for the three months ended March 31, 2021 and 2020 were approximately ~~6.4%~~8.0% and ~~4.8%~~4.2% of total revenues (excluding uncollectible revenue), respectively, including total revenues of unconsolidated joint ventures and managed properties for the comparable periods. ~~In 2017,~~For the three months ended March 31, 2021 and 2020, the Company recorded ~~separation charges aggregating $16.6~~$5.6 million ~~which are comprised~~ of ~~$9.4~~expense and $2.2 million of income, respectively, related to the mark-to-market adjustment for certain PRSUs which were granted in 2018 and settled in March 2, 2017, management transition and $7.2 million related to other staffing reductions associated with the restructuring announced on April 3, 2017, which eliminated a total of 65 positions. General2021. Excluding this mark‑to‑market activity, general and administrative expenses ~~of $70.3 million less~~for the ~~separation charges of $16.6 million~~three months ended March 31, 2021 and 2020 were ~~approximately 5%~~5.4% and 5.1%, respectively, of total ~~revenues described above.~~revenues. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space.

The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space. However, the Company expects that upon adoption of the leasing standard in 2019, certain general and administrative expenses that are currently capitalized may be required to be expensed.

Other Income and Expenses (in thousands)

Three Months

Ended September 30,

2017

2016

$ Change

Interest income
$
6,807

$
9,304

$
(2,497
)
Interest expense

(46,296
)

(53,940
)

7,644

Other income (expense), net

(64,340
)

(384
)

(63,956
)

$
(103,829
)

$
(45,020
)

$
(58,809
)

Nine Months

Ended September 30,

2017

2016

$ Change

Interest income^(A)
$
22,365

$
27,800

$
(5,435
)
Interest expense^(B)

(147,031
)

(165,849
)

18,818

Other income (expense), net^(C)

(65,298
)

3,470

(68,768
)

$
(189,964
)

$
(134,579
)

$
(55,385
)

	Three Months
	Ended March 31,
	2021			2020			$ Change
Interest expense^(A)	$	(19,395	)	$	(20,587	)	$	1,192
Other expense, net^(B)		(366	)		(13,924	)		13,558
	$	(19,761	)	$	(34,511	)	$	14,750

(A)

At September 30, 2017, the Company had a gross preferred investment of $381.6 million plus $6.3 million of accrued interest, which excludes a $60.6 million valuation allowance, with an annual stated interest rate of 8.5% due from its two joint ventures with affiliates of The Blackstone Group L.P. (“Blackstone”). As a result of the valuation allowances recorded, effective in March 2017, the Company no longer recognizes as interest income the 2.0% non-cash or PIK component of the 8.5% fixed distribution. The Company’s recognition of the cash distributions from the securities remains unchanged and earns interest at 6.5%. The amount of interest income recorded in 2017 was further reduced due to the repayment of a $30.6 million note receivable in April 2017 that was scheduled to mature in September 2017.

~~The weighted-average loan receivable outstanding and weighted-average interest rate, including loans to affiliates, are as follows:~~

Nine Months

Ended September 30,

2017

2016

Weighted-average loan receivable outstanding (in millions)

$
418.5

$
438.6

Weighted-average interest rate

7.2
%

8.5
%

~~(B)~~

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

	Nine Months						Three Months
	Ended September 30,						Ended March 31,
	2017			2016			2021			2020
Weighted-average debt outstanding (in billions)	$	4.4		$	5.0		$	1.9		$	2.0
Weighted-average interest rate		4.4	%		4.4	%		4.0	%		4.0	%

The ~~reduction in the weighted average debt outstanding from the comparable prior-year period is a result of the~~ Company’s overall balance sheet strategy is to ~~reduce~~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 ~~4.0%~~3.9% and ~~4.3% for the comparable periods.~~ 3.4% at March 31, 2021 and 2020, respectively.

Interest costs capitalized in conjunction with ~~development and~~ redevelopment projects ~~and unconsolidated development and redevelopment joint venture interests~~ were ~~$0.5~~$0.1 million and ~~$1.4~~$0.3 million for the three ~~and nine~~ months ended ~~September 30, 2017, respectively, compared to $0.7 million~~March 31, 2021 and ~~$2.6 million, respectively, for the comparable periods in 2016.~~2020, respectively. The decrease in the amount of interest costs capitalized is a result of a ~~change~~reduction in redevelopment activity as a result of the ~~mix of active development projects year over year.~~COVID‑19 pandemic.

~~(C)~~(B)

~~In connection with~~Decrease as a result of lower debt extinguishment costs related to the redemption of ~~senior unsecured notes~~the Senior Notes due 2022 in 2020 partially offset by interest income recorded in 2020 as a result of the transfer and redemption of the preferred equity investments in two joint ventures in the ~~third~~fourth quarter of ~~2017, the Company recorded a loss on extinguishment of debt representing make-whole amounts and other costs incurred aggregating $65.8 million.~~ 2020.

Other Items (in thousands)

Three Months

Ended September 30,

2017

2016

$ Change

Equity in net income (loss) of joint ventures
$
4,811

$
(1,457
)

$
6,268

Adjustment of preferred equity interests

15,377

—

15,377

Loss on sale and change in control of interests, net

—

(1,087
)

1,087

Tax expense of taxable REIT subsidiaries and state franchise and
income taxes

(9,267
)

(398
)

(8,869
)

Nine Months

Ended September 30,

2017

2016

$ Change

Equity in net income of joint ventures^(A)
$
2,429

$
14,081

$
(11,652
)
Reserve of preferred equity interests^(B)

(60,623
)

—

(60,623
)
Loss on sale and change in control of interests, net

—

(1,087
)

1,087

Tax expense of taxable REIT subsidiaries and state franchise and
income taxes

(9,963
)

(1,101
)

(8,862
)

	Three Months
	Ended March 31,
	2021			2020			$ Change
Equity in net income of joint ventures^(A)	$	4,385		$	2,171		$	2,214
Reserve of preferred equity interests, net^(B)		—			(18,057	)		18,057
Gain on sale of joint venture interest^(C)		13,908			45,681			(31,773	)
(Loss) gain on disposition of real estate, net		(20	)		773			(793	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(365	)		(233	)		(132	)
Income attributable to non-controlling interests, net		(173	)		(295	)		122

(A)

The ~~decrease~~increase primarily was the result of ~~impairment charges recorded~~the gain on sale of undeveloped land in ~~2017 aggregating $82.7 million on seven assets,~~Richmond Hill, Ontario, owned by one of ~~which~~ the Company’s ~~share was $4.8 million. In 2016, one unconsolidated~~joint ventures, discussed below, offset by the transfer and redemption of two joint ventures in the fourth quarter of 2020, the sale of a third joint venture ~~sold 11 assets~~in the first quarter of ~~which~~2020 and other asset sales in 2020, plus the ~~Company’s share~~impact of the ~~gain was $13.5 million.~~COVID-19 pandemic. Joint venture property sales could significantly impact the amount of income or loss recognized in future periods. ~~In the second quarter of 2017, the Company’s joint venture DDR Domestic Retail Fund I (now DDRM Properties) was recapitalized (See Sources and Uses of Capital).~~

~~(B)~~

In the first quarter of 2017, the Company recorded a valuation allowance on its preferred equity investments, which was adjusted in the third quarter of 2017 as a result of updated market conditions and hold period assumptions on the assets in the portfolio. ~~The valuation allowance is more fully described in~~See Note 2,3, “Investments in and Advances to Joint Ventures,” ofin the Company’s consolidated financial statements included herein.

~~Disposition of Real Estate, Non-Controlling Interests and Net (Loss) Income (in thousands)~~

Three Months

Ended September 30,

2017

2016

$ Change

Gain on disposition of real estate, net
$
44,291

$
21,368

$
22,923

Income attributable to non-controlling interests, net

(248
)

(284
)

36

Net income (loss) attributable to DDR

983

(60,360
)

61,343

Nine Months

Ended September 30,

2017

2016

$ Change

Gain on disposition of real estate, net^(A)
$
127,017

$
47,470

$
79,547

Income attributable to non-controlling interests, net

(728
)

(894
)

166

Net (loss) income attributable to DDR^(B)

(23,647
)

26,271

(49,918
)

~~(A)~~

~~The Company sold 25 shopping centers and land for a gross sales price of $469.1 million.~~

(B)

~~The decrease primarily was due to~~Decrease as a result of the ~~following items in 2017: (1) a $60.6 million valuation allowance recorded on~~transfer and redemption of the ~~Company’s~~ preferred equity investments in ~~its~~ two joint ventures ~~with Blackstone, (2)~~in the fourth quarter of 2020.

(C)

In February 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, which was a ~~$66.4~~parcel of undeveloped land (approximating 70 acres) in Richmond Hill, Ontario. The Company’s share of net proceeds totaled $22.1 million, ~~loss~~after accounting for customary closing costs and foreign currency translation. The net gain of $13.9 million reported in this line item related to the Company’s promoted interest on ~~debt extinguishment and (3) an aggregate separation charge~~the investment disposition, as well as the write-off of ~~$16.6 million associated with executive management transition and a staff restructuring, partially offset by (4) an increase in gain on sale of real estate assets.~~ the accumulated foreign currency translation.

Net Income (in thousands)

	Three Months
	Ended March 31,
	2021		2020		$ Change
Net income attributable to SITE Centers	$	16,008	$	34,333	$	(18,325	)

The decrease in net income attributable to SITE Centers as compared to the prior-year period primarily was attributable to lower fee income, lower interest income, lower gains on sale of joint venture interest and higher impairment charges, partially offset by payments of 2020 rental income by cash basis tenants, lower debt extinguishment costs related to the redemption of the Senior Notes due in 2022 in 2020 and lower valuation allowance related to the Company’s preferred investments.

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 ~~depreciable~~ 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 ~~depreciable~~ real estate property and related investments, which are presented net of taxes, (iii) impairment charges on ~~depreciable~~ real estate property and related investments, including reserve adjustments of preferred equity interest, (iv) gains and ~~(iv)~~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 ~~the National Association of Real Estate Investment Trusts (“NAREIT”).~~ NAREIT.

The Company believes that certain ~~gains~~charges, income and ~~charges~~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 on the sale of and/or change in control of interests, gains/losses on the sale of non-depreciable real estate, impairments of non-depreciable real estate,~~ gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs. The disclosure of these ~~charges and gains~~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’s~~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 September 30,

2017

2016

$ Change

FFO attributable to common shareholders
$
46,340

$
120,137

$
(73,797
)
Operating FFO attributable to common shareholders

111,236

120,636

(9,400
)

Nine Months

Ended September 30,

2017

2016

$ Change

FFO attributable to common shareholders^(A)
$
161,677

$
355,000

$
(193,323
)
Operating FFO attributable to common shareholders^(B)

328,538

357,306

(28,768
)

~~(A)~~

The decrease primarily was a result of a $60.6 million valuation allowance recorded on the Company’s preferred investment in two joint ventures, $66.4 million loss on debt extinguishment and an aggregate charge of $16.6 million associated with the executive management transition and a staff restructuring.

~~(B)~~

~~The decrease primarily was attributable to the dilutive impact of using proceeds from asset sales to repay debt.~~

	Three Months
	Ended March 31,
	2021		2020		$ Change
FFO attributable to common shareholders	$	49,511	$	47,422	$	2,089
Operating FFO attributable to common shareholders		55,302		61,150		(5,848	)

The increase in FFO for the three months ended March 31, 2021, primarily was attributable to lower debt extinguishment costs and payments of 2020 rental income in 2021 by cash basis tenants partially offset by 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 same factors impacting FFO, except that the add back of debt extinguishments costs resulted in an overall decrease of Operating FFO.

The Company’s reconciliation of net ~~(loss)~~ 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

Nine Months

Ended September 30,

Ended September 30,

2017

2016

2017

2016

Net (loss) income attributable to common shareholders
$
(7,400
)

$
(65,954
)

$
(44,023
)

$
9,490

Depreciation and amortization of real estate investments

81,064

93,334

258,137

283,814

Equity in net (income) loss of joint ventures

(4,811
)

1,457

(2,429
)

(14,081
)
Joint ventures' FFO^(A)

8,268

6,581

21,062

19,157

Non-controlling interests (OP Units)

76

76

227

227

Impairment of depreciable real estate assets

13,620

104,877

54,603

104,877

Gain on disposition of depreciable real estate

(44,477
)

(20,234
)

(125,900
)

(48,484
)
FFO attributable to common shareholders

46,340

120,137

161,677

355,000

(Adjustment) reserve of preferred equity interests

(15,377
)

—

60,623

—

Hurricane casualty^(B)

3,616

—

3,616

—

Impairment charges – non-depreciable assets

1,764

—

10,850

—

Separation charges

—

—

16,552

—

Debt extinguishment and other, net

65,835

540

66,782

179

Joint ventures – debt extinguishment and other

95

6

778

26

Valuation allowance of Puerto Rico prepaid tax asset

8,777

—

8,777

—

Loss (gain) on disposition of non-depreciable real estate, net

186

(47
)

(1,117
)

2,101

Non-operating items, net

64,896

499

166,861

2,306

Operating FFO attributable to common shareholders
$
111,236

$
120,636

$
328,538

$
357,306

	Three Months
	Ended March 31,
	2021			2020
Net income attributable to common shareholders	$	10,875		$	29,200
Depreciation and amortization of real estate investments		44,188			41,619
Equity in net income of joint ventures		(4,385	)		(2,171	)
Joint ventures' FFO^(A)		5,435			7,143
Non-controlling interests (OP Units)		16			28
Impairment of real estate		7,270			—
Reserve of preferred equity interests		—			18,057
Gain on sale of joint venture interest		(13,908	)		(45,681	)
Loss (gain) on disposition of real estate, net		20			(773	)
FFO attributable to common shareholders		49,511			47,422
RVI disposition and refinancing fees		—			(1,556	)
Mark-to-market adjustment (PRSUs)		5,589			(2,167	)
Debt extinguishment and other, net		202			17,409
Joint ventures – debt extinguishment and other, net		—			42
Non-operating items, net		5,791			13,728
Operating FFO attributable to common shareholders	$	55,302		$	61,150

(A)

At ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, the Company had an economic investment in unconsolidated joint ~~venture interests related to 142~~ventures which owned 59 and ~~155~~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.

~~FFO at DDR ownership interests considers the impact of basis differentials.~~ Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):

Three Months

Nine Months

Ended September 30,

Ended September 30,

2017

2016

2017

2016

Net income (loss) attributable to unconsolidated joint
ventures
$
36,080

$
(16,600
)

$
(49,999
)

$
25,772

Depreciation and amortization of real estate investments

45,291

47,955

137,976

146,011

Impairment of depreciable real estate assets

2,160

13,598

82,667

13,598

Gain on disposition of depreciable real estate, net

(31,740
)

(658
)

(30,764
)

(54,255
)
FFO
$
51,791

$
44,295

$
139,880

$
131,126

FFO at DDR's ownership interests
$
8,268

$
6,581

$
21,062

$
19,157

Operating FFO at DDR's ownership interests
$
8,363

$
6,587

$
21,840

$
19,183

	Three Months
	Ended March 31,
	2021			2020
Net income (loss) attributable to unconsolidated joint ventures	$	33,516		$	(18,654	)
Depreciation and amortization of real estate investments		17,117			30,104
Impairment of real estate		—			31,720
Gain on disposition of real estate, net		(28,401	)		(8,906	)
FFO	$	22,232		$	34,264
FFO at SITE Centers' ownership interests	$	5,435		$	7,143
Operating FFO at SITE Centers' ownership interests	$	5,435		$	7,185

~~(B)~~

~~The hurricane casualty loss is summarized as follows (in thousands):~~

Three and Nine Months

Ended September 30,

2017

Lost tenant revenue
$
2,571

Clean up costs and other uninsured expenses

1,045

$
3,616

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 Three Months Ended March 31,
	2021			2020			2021			2020
	At 100%						At the Company's Interest
Net income attributable to SITE Centers	$	16,008		$	34,333		$	16,008		$	34,333
Fee income		(8,152	)		(15,228	)		(8,152	)		(15,228	)
Interest expense		19,395			20,587			19,395			20,587
Depreciation and amortization		45,560			42,993			45,560			42,993
General and administrative		17,395			11,376			17,395			11,376
Other expense, net		366			13,924			366			13,924
Impairment charges		7,270			—			7,270			—
Equity in net income of joint ventures		(4,385	)		(2,171	)		(4,385	)		(2,171	)
Reserve of preferred equity interests		—			18,057			—			18,057
Tax expense		365			233			365			233
Gain on sale of joint venture interest		(13,908	)		(45,681	)		(13,908	)		(45,681	)
Loss (gain) on disposition of real estate, net		20			(773	)		20			(773	)
Income from non-controlling interests		173			295			173			295
Consolidated NOI	$	80,107		$	77,945		$	80,107		$	77,945
SITE Centers' consolidated joint venture		—			—			(368	)		(476	)
Consolidated NOI, net of non-controlling interests	$	80,107		$	77,945		$	79,739		$	77,469

Net income (loss) from unconsolidated joint ventures	$	33,516		$	(18,654	)	$	4,378		$	1,981
Interest expense		10,947			17,755			2,701			3,329
Depreciation and amortization		17,117			30,104			3,884			5,196
Impairment charges		—			31,720			—			1,586
Preferred share expense		—			4,530			—			227
Other expense, net		2,964			4,657			742			936
Gain on disposition of real estate, net		(28,401	)		(8,906	)		(2,841	)		(1,739	)
Unconsolidated NOI	$	36,143		$	61,206		$	8,864		$	11,516

Total Consolidated + Unconsolidated NOI							$	88,603		$	88,985
Less: Non-Same Store NOI adjustments								1,102			1,973
Total SSNOI including redevelopment							$	89,705		$	90,958
Less: Redevelopment Same Store NOI adjustments								(3,191	)		(2,572	)
Total SSNOI excluding redevelopment							$	86,514		$	88,386

SSNOI % Change including redevelopment								(1.4	%)
SSNOI % Change excluding redevelopment								(2.1	%)

The decrease in SSNOI at the Company’s effective ownership interest for the three months ended March 31, 2021 as compared to 2020, primarily was due to the impact of the COVID-19 pandemic (including the impact of placing an increased number of tenants on the cash basis of accounting since the first quarter of 2020), tenant bankruptcies and decreased tenant settlements that were not offset entirely by the favorable impact of current quarter cash receipts of 2020 billings to cash basis tenants.

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 ~~for strategic reasons or~~as part of its overall strategy to further strengthen ~~the~~its financial ~~position of the Company. In the first nine months of 2017, the~~position. The Company ~~completed two public debt offerings~~remains committed to monitoring liquidity and maintaining low leverage in an ~~issuance of preferred shares in order~~effort to ~~refinance maturing debt and improve duration.~~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 ~~developments~~ 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 ~~$4.0 billion and $4.5~~$1.8 billion at ~~September 30, 2017 and~~March 31, 2021, compared to $1.9 billion at December 31, ~~2016, respectively.~~2020.

The Company had an unrestricted cash balance of $190.8 million at March 31, 2021, due to the cash proceeds from the March 2021 common stock offering discussed below, 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 $6.0 million of consolidated mortgage debt, at its share, maturing during the remainder of 2021, $140.6 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 $89.6 million of mortgage debt at the Company’s share maturing in the remainder of 2021, and $43.7 million of mortgage debt at the Company’s share maturing in 2022. As of March 31, 2021, the Company anticipates that it has approximately $22 million to fund on its pipeline of identified redevelopment projects. The Company declared a dividend of $0.11 per share in the first quarter, which was paid on April 6, 2021. The Company believes it has sufficient liquidity to operate its business at this time.

Revolving Credit Facilities

~~In September 2017, the~~The Company ~~amended and restated its~~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., ~~Wells Fargo Securities, LLC,~~ Citizens Bank, N.A., RBC Capital Markets and U.S. Bank National Association (the “Unsecured Credit ~~Facility”~~Facility.”). The Unsecured Credit Facility ~~was amended to increase the maximum amount available to be drawn under the facility from $750 million~~provides for borrowings of up to $950 million ~~extend~~(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 ~~to September 2021, add~~of January 2024, with two six-month options to extend the maturity to ~~September 2022~~January 2025 upon the Company’s request ~~and increase the accordion feature for expansion~~(subject to satisfaction of availability up to $1.45 billion from $1.25 billion upon the Company’s request, provided that new or existing lenders agree to the existing terms of the facility and increase their commitment level.certain conditions). The Company also ~~amended its~~maintains an unsecured revolving credit facility with PNC Bank, National Association, which provides for ~~maximum borrowing availability~~borrowings of ~~$50~~up to $20 million ~~(together~~(the “PNC Facility,” and together with the Unsecured Credit Facility, the “Revolving Credit Facilities”), ~~to reflect~~and has terms substantially the same ~~terms~~ 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 ~~(1.0%~~(0.90% at ~~September 30, 2017)~~March 31, 2021), or the ~~Prime~~Alternate Base Rate, as defined in the respective ~~facility.~~facility, plus a specified spread (0% at March 31, 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”) ~~and~~, S&P Global Ratings (“S&P”), Fitch Investor Services Inc. (“Fitch”) and their ~~successors (“S&P”).~~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 ~~the occurrence of a material adverse effect on the Company~~ 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 ~~September 30, 2017,~~March 31, 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 in 2018 and beyond.~~

Certain of the Company’s credit facilities and indentures permit the acceleration of the maturity of the underlying debt in the event certain other debt of the Company has been accelerated. Furthermore, a default under a loan by the Company or its affiliates, a foreclosure on a mortgaged property owned by the Company or its affiliates or the inability to refinance existing indebtedness may have a negative impact on the Company’s financial condition, cash flows and results of operations. These facts, and an inability to predict future economic conditions, have led the Company to continue to increase financial flexibility.

~~Senior Notes~~

In August 2017, the Company issued $350.0 million aggregate principal amount of 3.900% senior unsecured notes due August 2024. Net proceeds from the issuance were used to repay all of the Company’s $300.0 million aggregate principal amount of 7.875% senior unsecured notes due September 2020. In connection with this repayment, the Company paid $51.2 million in make-whole premiums.

In May 2017, the Company issued $450.0 million aggregate principal amount of 4.700% senior unsecured notes due June 2027. Net proceeds from the issuance were used to repay amounts outstanding under the Revolving Credit Facilities and for general corporate purposes. In July 2017, the Company repaid all of its $300.0 million aggregate principal amount of 4.75% senior unsecured notes due April 2018 in part with a portion of the net proceeds of the 4.700% senior unsecured notes due June 2027 and the net proceeds from its $175.0 million aggregate liquidation preference of 6.375% Class A cumulative redeemable preferred shares as described below. In connection with this repayment, the Company paid $7.3 million in make-whole premiums.

~~Equity~~

~~Preferred Shares~~

In June 2017, the Company issued $175.0 million aggregate liquidation preference, of its newly designated 6.375% Class A cumulative redeemable preferred shares at a price of $500.00 per share (or $25.00 per depositary share).

~~Common Shares~~

~~The Company has a $250 million continuous equity program. At November 1, 2017, the Company had $250.0 million available for the future issuance of common shares under that program.~~covenants.

Consolidated Indebtedness – as of ~~September 30, 2017~~March 31, 2021

~~The Company expects to fund its obligations from available cash, current operations and utilization of its Revolving Credit Facilities; however,~~As discussed above, the Company is committed to maintaining low leverage and may ~~issue long-term debt and/~~utilize proceeds from equity offerings or ~~equity securities in lieu~~the sale of properties or in addition to, borrowing under its Revolving Credit Facilities. The Company intends to continue to maintain a long-term financing strategy with limited reliance on short-term debt. The Company believes its Revolving Credit Facilities are sufficient for its liquidity strategy and longer-term capital structure needs. Part of the Company’s overall strategy includes scheduling future debt maturities in a balanced manner over the long-term.

The following depicts the Company’s consolidated debt maturities at September 30, 2017, and forecasted thirteen months (October 2018), after deducting debt that has refinancing options, and compares that amount to the cash and restricted cash available to fund debt repayments and availability of the Revolving Credit Facilities (in millions):

July 2018 Senior Note maturity
$
82.2

April 2018 Unsecured Term Loan maturity^(A)

200.0

January–October 2018 mortgage debt maturities

104.2

386.4

Less Mortgage Indebtedness repaid through November 1, 2017

(104.2
)
Less Unsecured Term Loan extension option^(A)

(200.0
)
Pro forma debt maturities at November 1, 2017
$
82.2

Cash and cash equivalents at September 30, 2017
$
18.3

Borrowing capacity available on Revolving Credit Facilities at September 30, 2017

1,000.0

Pro forma cash and Revolving Credit Facilities available at October 1, 2017
$
1,018.3

~~(A)~~

~~Debt maturity is expected to be extended at the Company’s option in accordance with the loan agreement.~~

As a result of the refinancings and repayments through November 1, 2017, the scheduled principal payments of the Revolving Credit Facilities and unsecured and secured indebtedness, excluding extension options, are as follows (in thousands):

Year

Amount

2017

$
2.2

2018

298.8

2019

182.5

2020

347.6

2021

452.9

Thereafter

2,645.7

Total debt outstanding face value

$
3,929.7

~~At November 1, 2017, the Company’s borrowing capacity on the Revolving Credit Facilities and cash on hand were sufficient~~other investments to repay ~~debt maturities through 2018. The Company is looking to strengthen its balance sheet and reduce leverage and, as a result, may utilize net asset sale proceeds to repay~~additional debt. ~~No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated.~~ These sources of funds could be affected by various risks and ~~uncertainties (see~~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, ~~2016).~~2020.

As of November 1, 2017, the Company has addressed all of its 2017 consolidated debt maturities, as well as all of its 2018 consolidated mortgage debt maturities. Management believes the scheduled debt maturities in future years are manageable. The Company continually evaluates its debt maturities and, based on management’s assessment, believes it has viable financing and refinancing alternatives. The Company ~~seeks~~has sought to manage its debt maturities through executing a strategy to extend debt duration, increase liquidity, ~~lower~~maintain low leverage and improve the Company’s credit profile with ~~the~~a focus of lowering the Company's balance sheet risk and cost of capital. ~~The result of the unsecured debt and preferred share offerings in the second and third quarters of 2017 and the application of the proceeds therefrom was to extend the Company’s debt duration.~~

Unconsolidated Joint ~~Ventures~~Ventures’ Mortgage Indebtedness – as of ~~September 30, 2017~~March 31, 2021

The ~~debt maturities~~outstanding indebtedness of the Company’s unconsolidated joint ventures at ~~September~~March 31, 2021, which matures in the subsequent 13-month period (i.e. through April 30, ~~2017, and forecasted thirteen months (October 2018)~~2022), ~~are~~is as follows (in millions):

Outstanding
at September 30, 2017

At DDR Share

DDR – SAU Retail Fund, LLC^(A)

59.5

11.9

BRE DDR Retail Holdings IV^(A)

34.0

1.7

DDRTC Core Retail Fund, LLC^(B)

185.6

27.8

BRE DDR Retail Holdings III^(B)

606.2

30.3

Total debt maturities through October 2018
$
885.3

$
71.7

	Outstanding at March 31, 2021		At SITE Centers' Share
DDR Domestic Retail Fund I^(A)	$	274.2	$	54.8
RVIP IIIB^(B)		63.4		16.3
Sun Center Limited^(C)		19.0		15.1
DDR SAU Retail Fund LLC^(D)		16.9		3.4
Total debt maturities through April 2022	$	373.5	$	89.6

(A)

~~Expected to be refinanced.~~

~~(B)~~

Expected to be extended at the joint venture’s option in accordance with the loan agreement.

(B)

Expected to be refinanced.

(C)

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

(D)

Expected to enter into an extension agreement with the lender.

ItSubject 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 core business of leasing space to well-capitalized retailers continues to generate consistent and predictable cash flow after expenses, interest payments and preferred share dividends. This capital is available for use at the Company’s discretion for investment, debt repayment and the payment of dividends on common and preferred shares.

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

	Nine Months						Three Months
	Ended September 30,						Ended March 31,
	2017			2016			2021		2020
Cash flow provided by operating activities	$	302,233		$	351,022		$	56,110	$	35,850
Cash flow provided by investing activities		270,059			34,427			10,539		129,139
Cash flow used for financing activities		(591,424	)		(384,617	)
Cash flow provided by financing activities								52,639		330,234

Changes in cash flow for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, compared to the prior ~~year~~ comparable period, are ~~described~~ as follows:

Operating Activities: Cash provided by operating activities ~~decreased $48.8~~increased $20.3 million primarily due to the following:

•

Increase in cash collected from tenants and

~~Impact of asset sales, partially offset by a decrease in interest expense.~~

•

Reduction in fees earned from joint ventures and managed properties.

Investing Activities: Cash provided by investing activities ~~increased $235.6~~decreased $118.6 million primarily due to the following:

~~Higher proceeds of $158.5 million from disposition of real estate,~~

•

Decrease in proceeds from disposition of real estate and joint venture interests of $114.2 million and

~~Repayment of $31.1 million of notes receivable in 2017,~~

~~Reduction in real estate assets acquired and developed of $105.0 million and~~

~~Additional equity contributions to joint ventures of $67.7 million.~~

•

Decrease in net cash distributions from joint ventures of $1.8 million.

Financing Activities: Cash ~~used for~~provided by financing activities ~~increased $206.8~~decreased $277.6 million primarily due to the following:

•

Decrease in debt proceeds net of repayments of $536.6 million;

•

Decrease in dividends paid of $29.2 million and

•

Increase in proceeds from the March 2021 common share offering, ($225.5 million net of expenses).

~~Increase~~RVI Preferred Shares

In 2018, RVI issued to the Company 1,000 shares of ~~$1.2 billion~~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 ~~debt repayments~~preference and

~~Issuance~~ priority to RVI’s common shares and any other class or series of ~~unsecured senior notes~~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 ~~preferred shares~~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 ~~2017 aggregating $960.1 million.~~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 $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 ~~satisfied its REIT requirement~~declared common and preferred cash dividends of ~~distributing~~$28.3 million and $44.0 million for the three months ended March 31, 2021 and 2020, respectively. The Company intends to distribute at least ~~90%~~100% of ordinary taxable income ~~with declared~~in the form of common and preferred ~~share cash~~ dividends ~~of $230.6 million~~with respect to the year ending December 31, 2021 in order to maintain compliance with REIT requirements and ~~$225.3 million for the nine months ended September 30, 2017 and 2016, respectively. Because actual distributions were greater than 100% of taxable income,~~in order to not incur federal income taxes ~~were not incurred by the Company in the first nine months of 2017.~~(excluding federal income taxes applicable to its taxable REIT subsidiary activities).

The Company declared a quarterly cash dividend of ~~$0.19~~$0.11 per common share for ~~each of~~ the ~~first~~ three ~~quarters of 2017.~~months ended March 31, 2021, which was paid on April 6, 2021. The Board of Directors ~~of the Company expects to continue~~intends to monitor the ~~2017~~Company’s dividend policy ~~and provide for adjustments as determined~~in order to ~~be in~~maintain sufficient liquidity during the ~~best interests~~pendency of the ~~Company~~COVID-19 pandemic and ~~its shareholders~~in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements.

Common Shares and Common Share Repurchase Program

In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.5 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.

The Company has a $250.0 million continuous equity program. At April 19, 2021, the Company had all $250.0 million available for the future issuance of common shares under that program.

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 April 19, 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.

SOURCES AND USES OF CAPITAL

Strategic Transaction Activity

The Company remains committed to ~~strengthening the balance sheet, improving~~monitoring liquidity and ~~lowering~~maintaining low leverage ~~as well as lowering~~in an effort to lower its overall risk profile. ~~Asset~~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.

~~Dispositions~~Equity Transactions

~~As part~~In March 2021, the Company issued 17.25 million common shares resulting in net proceeds of $225.5 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 will record 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.

Proceeds from Transactional Activity

During the three months ended March 31, 2021, the Company sold a land parcel and the Hobby Lobby pad of a shopping center. These sales collectively generated proceeds totaling $11.5 million.

In February 2021, one of the Company’s ~~overall deleveraging strategy,~~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 ~~had been marketing less strategic assets for sale.~~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 ~~new executive management team~~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. Subsequent to the transaction, the Company has ~~evaluated~~no other direct investments outside the ~~portfolio on an asset-by-asset basis to determine the most prudent investment decisions.~~ United States.

Changes in investment strategies for assets may impact the Company’s ~~impairment~~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.

During the nine months ended September 30, 2017, the Company sold 25 shopping center properties, aggregating 4.1 million square feet, which, together with land sales and loan repayments, generated proceeds totaling $506.3 million. The shopping center sales include two assets in Puerto Rico in June 2017, aggregating 0.4 million square feet, for an aggregate sales price of $57.3 million. The Company recorded a net gain of $127.0 million. In addition, twoRedevelopment Opportunities

One key component of the Company’s unconsolidated joint ventures sold nine shopping center assets for a gross sales price of $182.0 million. In October 2017, one asset was sold by the Company and one by the Company’s unconsolidated joint venture for an aggregate price of $190.0 million. In addition, the Company received $48.6 million in preferred equity repayments from the unconsolidated joint venture asset sale.

~~DDRM Properties (Recapitalization of DDR Domestic Retail Fund I)~~

DRF I, including the Company. In addition, the Company will continue to provide leasing and management services. The recapitalization included the repayment of all outstanding mortgage debt previously held by the joint venture, a majority of which was scheduled to mature in July 2017. The joint venture obtained new mortgage loan financing collateralized by the 52 assets aggregating $706.7 million (of which the Company’s pro rata share was $141.3 million) that with extension options matures in July 2022. DDR contributed $46.9 million in cash to fund its pro rata share of the recapitalization and related debt refinancing.

~~Acquisition~~

In January 2017, the Company acquired 3030 North Broadway in Chicago, Illinois, a 131,748 square foot Company-owned GLA grocery-anchored shopping center, for $81.0 million. The contract for this acquisition was initially executed in mid-2016, but closing was delayed due to the completion of construction.

~~Development and Redevelopment Opportunities~~

One of the important benefits of the Company’s asset class is the ability to phase development and redevelopment projects over time until appropriate leasing levels can be achieved. To maximize the return on capital spending, the Company has generally adhered to strict investment criteria thresholds. A key component to the Company’slong-term strategic plan will be the evaluation of additional redevelopment potential within the portfolio, particularly as it relates to the efficient use of the underlying real ~~estate and the Company’s ratio of big box tenants versus small shop tenant space.~~

estate. The Company will generally commence construction on various ~~developments and~~ redevelopments only after substantial tenant leasing has occurred. ~~The Company will continue to closely monitor its expected spending in 2017 for redevelopments, as~~At March 31, 2021, the Company ~~considers this funding~~anticipates that it has approximately $22 million to ~~be discretionary spending. The Company does not anticipate expending significant funds~~fund on ~~joint venture redevelopment projects in 2017.~~its pipeline.

The Company’s consolidated land holdings are classified in two separate line items on the Company’s consolidated balance sheets included ~~herein:~~herein, (i) Land and (ii) Construction in Progress and Land. At ~~September 30, 2017,~~March 31, 2021, the ~~$1.9 billion~~$947.4 million of Land 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 ~~135~~130 acres of this land, which has a recorded cost basis of approximately ~~$17~~$15 million, is available for future ~~development.~~development or sale.

Included in Construction in Progress and Land at ~~September 30, 2017,~~March 31, 2021 was ~~$25~~approximately $4 million of recorded costs related to undeveloped land being marketed for sale for which active construction never commenced or was previously ceased. The Company evaluates these assets each reporting period and records an impairment charge equal to the difference between the current carrying value and fair value when the expected undiscounted cash flows are less than the asset’s carrying value.

~~Development and~~ Redevelopment Projects

As part of its strategy to ~~develop,~~ expand, improve and re-tenant various properties, at ~~September 30, 2017,~~March 31, 2021, the Company ~~has~~had invested approximately ~~$152~~$47 million in various consolidated active redevelopment ~~projects~~ and ~~expects to bring at least $80 million of development into service in 2017 on a net basis, after deducting sales proceeds from outlot sales.~~

~~At September 30, 2017, the Company had no significant consolidated development~~other projects.

The Company’s major redevelopment projects are typically substantially complete within ~~a year~~two years of the construction commencement date. At ~~September 30, 2017,~~March 31, 2021, the Company’s ~~significant consolidated~~large-scale shopping center expansion and repurposing projects were as follows (in thousands):

Location	Estimated Stabilized Quarter	Estimated Gross Cost		Cost Incurred at March 31, 2021
1000 Van Ness (San Francisco, California)	4Q21	$	4,810	$	—
Woodfield Village Green (Chicago, Illinois)	TBD		—		395
Sandy Plains Village (Atlanta, Georgia)	TBD		—		1,396
Perimeter Pointe (Atlanta, Georgia)	TBD		—		1,198
Total		$	4,810	$	2,989

At March 31, 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
September 30, 2017

Belgate Shopping Center (expansion) (Charlotte, North Carolina)

4Q17

$
25,788

$
20,682

Kenwood Square (Cincinnati, Ohio)

2Q18

31,171

23,575

Plaza del Sol (expansion) (San Juan, Puerto Rico)

1Q18

11,818

9,105

Lee Vista Promenade (Orlando, Florida)

1Q19

39,342

28,521

West Bay Plaza (Cleveland, Ohio)

3Q19

27,792

2,208

Total

$
135,911

$
84,091

Location	Estimated Stabilized Quarter	Estimated Gross Cost		Cost Incurred at March 31, 2021
Shoppers World (Boston, Massachusetts)	4Q23	$	5,420	$	108
University Hills (Denver, Colorado)	4Q23		4,589		274
Hamilton Marketplace (Trenton, New Jersey)	4Q22		3,843		877
The Collection at Brandon Boulevard (Tampa, Florida)	3Q21		2,020		1,609
Chapel Hills (Denver, Colorado)	3Q21		1,424		1,247
West Bay Plaza (Cleveland, Ohio)	4Q22		335		55
Other Tactical Projects	N/A		16,070		12,178
Total		$	33,701	$	16,348

No major redevelopment assets have been completed to date in 2021. For tactical redevelopment assets completed in ~~2017,~~2021, the assets placed in service were completed at a cost of approximately ~~$114~~$400 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 and one development project.~~properties. Such arrangements are generally with institutional ~~investors located throughout the United States.~~investors.

The Company’s unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of ~~$2.7~~$1.0 billion and ~~$3.1~~$1.4 billion at ~~September 30, 2017~~March 31, 2021 and ~~2016,~~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 ~~misuse~~misappropriation of funds, impermissible transfer, environmental contamination and material misrepresentations.

CAPITALIZATION

At ~~September 30, 2017,~~March 31, 2021, the Company’s capitalization consisted of ~~$4.0~~$1.8 billion of debt, ~~$525.0~~$325.0 million of preferred shares and ~~$3.4~~$2.9 billion of market equity (market equity is defined as common shares and OP Units outstanding multiplied by ~~$9.16,~~$13.56, the closing price of the Company’s common shares on the New York Stock Exchange ~~at September 30, 2017)~~on March 31, 2021), resulting in a debt to total market capitalization ratio of ~~0.51~~0.36 to 1.0, as compared to the ratio of ~~0.43~~0.63 to 1.0 at ~~September 30, 2016.~~March 31, 2020. The closing price of the Company’s common shares on the New York Stock Exchange was ~~$17.43~~$5.21 at ~~September 30, 2016. The~~March 31, 2020. At March 31, 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 $0.8 billion of variable-rate debt, respectively. On April 7, 2021, the ~~following (in billions):~~ Company redeemed all $150 million aggregate liquidation preference of its outstanding Class K Preferred Shares.

September 30,

2017

2016

Fixed-rate debt^(A)
$
3.5

$
4.0

Variable-rate debt

0.5

1.0

$
4.0

$
5.0

~~(A)~~

~~Includes $77.3 million of variable-rate debt that had been effectively swapped to a fixed rate through the use of interest rate derivative contracts at September 30, 2016.~~

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 Ratings, Inc. The~~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 ~~is,~~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, ~~and~~ engage in mergers and certain ~~acquisitions.~~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 ~~may~~ 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

~~As of November 1, 2017, the~~The Company ~~had addressed all of its 2017 and 2018~~has no consolidated ~~mortgage~~ debt ~~maturities.~~ ~~As the Company’s strategy is to repay debt and extend maturity, the Company’ s scheduled principal payments as of~~ ~~November 1, 2017, is presented herein in “Liquidity, Capital Markets and Financing Activities.”~~ maturing until December 2021. The Company expects to fund future maturities ~~through the~~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 ~~development and~~ redevelopment of shopping centers, the Company had entered into commitments with general contractors aggregating approximately ~~$19.0~~$18.6 million for its consolidated properties at ~~September 30, 2017.~~March 31, 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, ~~new or existing construction loans,~~ 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. ~~The Company’s~~At March 31, 2021, the Company had purchase order obligations, typically payable within one year, aggregating approximately $1.9 million related to the maintenance of its properties and general and administrative ~~expenses are typically payable within one year and are not a material amount.~~expenses.

~~Hurricane Casualty Loss~~ECONOMIC CONDITIONS

In September 2017, Hurricane Irma made landfall in both Puerto Rico and Florida, and Hurricane Maria made landfall in Puerto Rico. The Company’s Florida assets were minimally impacted by Hurricane Irma, with the majority of repair costs related to debris removal. However, the Company’s 12 assets in Puerto Rico, aggregating 4.4 million square feet of Company-owned GLA, were significantly impacted. One of the 12 assets (Plaza Palma Real, consisting of approximately 0.4 million of Company-owned GLA) was severely damaged; it is currently not operational, except for one tenant, and is not expected to open for the foreseeable future. The other 11 assets incurred varying degrees of damage, including some tenant spaces currently untenantable. Such damage consisted primarily of roof, HVAC system and water intrusion.

As of November 1, 2017, nine of the assets had partial to full utility power and were available for occupancy by some tenants, although due to the damage, portions of these properties remain unavailable for occupancy. ~~Three of the assets (Plaza Escorial, Plaza Palma Real and Plaza Walmart) are without power.~~ The Company has completed debris removal, roof repairs, interior building mitigation, repairs to building exteriors and repairs to mechanical systems to prevent further water intrusion and related damages at its Puerto Rico shopping centers and continues to assess the scope of necessary repairs. The schedule of additional repair work, as well as the ability to turn over space to tenants, is highly dependent on the full restoration of utilities at all of its shopping centers in Puerto Rico,Despite bankruptcies and the ~~availability~~increase of building materials, supplies and skilled labor. The Company does not currently know when full utility service will be restored at the shopping centers with partial or no service, or the extent of the services that will be provided in the interim, if any. As such,e-commerce distribution, the Company ~~is unable to estimate when repair work will be completed or when the remaining tenants will reopen for business.~~

The Company maintains insurance on its assets in Puerto Rico with policy limits of approximately $330 million for both property damage and business interruption. The Company's insurance policies are subject to various terms and conditions, including a combined property damage and business interruption deductible of approximately $6.0 million. The Company estimates its aggregate casualty insurance claim to be in the range of $125 – $150 million, which includes the costs to clean up, repair and rebuild as well as lost revenue estimated through December 31, 2017. The amount also includes casualty insurance proceeds due from certain U.S.-based anchor tenants that maintain property insurance of their Company-owned premises. This estimate does not take into account the increased costs associated with resource constraints in Puerto Rico relating to building materials, supplies and labor. The Company’s ability to repair its properties, and the cost of such repairs, could be negatively impacted by circumstances and events beyond the Company’s control, such as access to building materials and the restoration of utility service. Therefore, there can be no assurance that the Company’s ability to prepare estimates of property damage and lost rental revenue are accurate. The Company believes it maintains adequate insurance coverage on each of its properties and is working closely with the insurance carriers to obtain the maximum amount of insurance recovery provided under the policies. However, the Company can give no assurances as to the amounts of such claims, timing of payments and resolution of the claims.

The Company’s business interruption insurance covers lost revenue through the period of property restoration and for up to 365 days following completion of restoration. For the three and nine months ended September 30, 2017, rental revenues of $2.6 million for Hurricanes Irma and Maria were not recorded related to lost tenant revenue that is expected to be partially defrayed by insurance proceeds. The Company will record revenue for covered business interruption claims in the period it determines that it is probable it will be compensated. As such, there could be a delay between the rental period and the recording of revenue. The amount of any future lost revenue depends on when properties are reopened for tenants, which, in turn, is highly dependent upon the timing and progress of repairs. The Company expects to make a claim under its business interruption insurance for this lost revenue. However, there can be no assurance that insurance claims will be resolved favorably to the Company or in a timely manner.

~~See further discussion in Note 9, “Commitments and Contingencies,” of the Company’s consolidated financial statements included herein.~~

~~INFLATION~~

Most of the Company’s long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive additional rental income from escalation clauses that generally increase rental rates during the terms of the leases and/or percentage rentals based on tenants’ gross sales. Such escalations are determined by negotiation, increases in the consumer price index or similar inflation indices. In addition, many of the Company’s leases are for terms of less than 10 years, permitting the Company to seek increased rents at market rates upon renewal. Most of the Company’s leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing the Company’s exposure to increases in costs and operating expenses resulting from inflation.

~~ECONOMIC CONDITIONS~~

The retail shopping sector continues to be affected by the competitive nature of the retail business including the impact of internet shopping and the competition for market share, as well as general economic conditions, where stronger retailers have out-positioned some of the weaker retailers. These shifts can force some market share away from weaker retailers, which could require them to downsize and close stores and/or declare bankruptcy. In many cases, the loss of a weaker tenant or downsizing of space creates a value-add opportunity to re-lease space at higher rents to a stronger retailer. Overall, the Company believes its portfolio remained stable at September 30, 2017, as evidenced by the consistency in the occupancy rate as further described below. However, there can be no assurance that the loss of a tenant or downsizing of space will not adversely affect the Company in the future (see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

~~Despite the recent tenant bankruptcies, the Company continues to believe there is retailer demand for quality locations within well-positioned shopping centers.~~ ~~Further, the Company continues~~ ~~to see strong~~saw continued demand from a broad range of ~~retailers~~tenants for its space in early 2020, particularly in the off-price sector, which the Company believes ~~is a reflection of the general outlook of consumers who are demanding more value for their dollars. Many of these retailers have store opening~~ ~~plans for 2017 and 2018.~~ reflects an increasingly value-oriented consumer. This isdemand was evidenced by ~~the continued stable volume of~~ leasing activity in January and February of 2020 that was relatively consistent with recent historical levels. The COVID-19 pandemic caused a slowdown in lease activity in March 2020, which ~~was 5.5~~continued late into the second quarter of 2020. 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 quarter 2021. Ultimately, the Company executed new leases and renewals aggregating approximately 0.7 million square feet of space for ~~new leases~~the three months ended March 31, 2021, on a pro rata basis, which exceeded first quarter 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 ~~renewals for~~to national tenants’ increasing emphasis and reliance on physical store locations to improve the ~~first nine months~~spread and efficiency of ~~2017, as well as approximately nine million square feet~~fulfillment of ~~space for new leases and renewals for the year ended December 31, 2016.~~ online purchases.

The Company ~~also~~ benefits from a diversified tenant base, with only ~~two tenants~~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 ~~4.0% and Bed Bath & Beyond at 3.5%~~6.1%). Other significant tenants include ~~Walmart, Target, PetSmart,~~ Dick’s Sporting Goods, Ulta, Bed Bath & Beyond, Best Buy, Nordstrom Rack, Five Below, Ross Stores, ~~AMC Theatres, Lowe’s, Ulta~~Kroger, Whole Foods and ~~Publix,~~Home Depot, all of which have relatively strong ~~credit ratings, remain well-capitalized and~~financial positions, have outperformed other retail categories ~~on a relative basis~~ over ~~time. In addition, several of~~time and the Company’s big box tenants (Walmart, Dick’s Sporting Goods, TJX Companies and Target) have been adapting to an omni-channel retail environment, creating positive overall sales growth over the prior few years. The Company believes remain well-capitalized. Historically these tenants ~~will continue providing it with~~have provided a stable revenue base, ~~for~~and the ~~foreseeable future,~~Company believes that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. ~~Moreover, the~~The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus ~~toward~~on value and convenience, versus ~~high-priced~~ discretionary ~~luxury~~ items, which the Company believes will enable many of its tenants to outperform ~~even in~~under a ~~challenging~~variety of economic ~~environment.~~

conditions. The Company believes that the quality of its shopping center portfolio is strong, as evidenced by the high historical occupancy rates and consistent growth in the average annualized base rent per occupied square foot. Historical occupancy has generally ranged from 92% to 96% since the Company’s initial public offering in 1993. The shopping center portfolio occupancy was 91.5% at September 30, 2017, 93.3% at December 31, 2016 and 93.0% at September 30, 2016. The net decrease in occupancy in the first nine months of 2017 primarily was attributed to expiring anchor leases that were not renewed and tenant bankruptcies, as well as the impact of asset sales with rates that were slightly above the portfolio average occupancy. The total portfolio average annualized base rent per occupied square foot was $15.53 at September 30, 2017, as compared to $15.00 at December 31, 2016, and $14.72 at September 30, 2016. The increase primarily was due to the sale of lower quality assets and the acquisition of shopping centers with higher growth potential, as well as continued lease up and renewal of the existing portfolio at positive rental spreads. Moreover, the Company has been able to achieve these results without significant capital investment in tenant improvements or leasing commissions. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new leases executed during the first nine months of 2017 was only $4.88 per rentable square foot. The Company generally does not expend a significant amount of capital on lease renewals. The quality of the property revenue stream is high and consistent, as it is generally derived from retailers with good credit profiles under long-term leases, with very little reliance on overage rents generated by tenant sales performance. The Company understandsrecognizes the risks posed by ~~the economy,~~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 ~~times.~~

As disclosed above in “Contractual Obligations and Commitments,” at September 30, 2017, the Company owned 12 assets on the island of Puerto Rico aggregating 4.4 million square feet of Company-owned GLA. The Company sold two assets in Puerto Rico in June 2017 for a gross sales price aggregating $57.3 million. The 12 owned assets represent 11.4% of the Company’s total consolidated revenue and 11.3% of the Company’s consolidated revenue less operating expenses (i.e., net operating income) for the nine months ended September 30, 2017. These assets account for 6.2% of Company-owned GLA, including the unconsolidated joint ventures at September 30, 2017. There is continued concern about the status of the Puerto Rican economy, the ability of the government of Puerto Rico to meet its financial obligations and the impact of any government default on the economy of Puerto Rico. The impact of Hurricane Maria has further exacerbated these concerns. The Company’s assets experienced varying degrees of damage due to Hurricane Maria.environment. The Company has been actively working with its insurer relating to both the property damage and business interruption claims. See Note 9, “Commitments and Contingencies,” to the Company’s consolidated financial statements included herein. 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 March 31, 2021 and December 31, 2020, the shopping center portfolio occupancy, on a pro rata basis, was 88.6% 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 have 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; however, the per square foot cost to do so has been predominantly consistent with the Company’s historical trends. 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 three months ended March 31, 2021 and 2020, on a pro rata basis, was $2.71 and $1.83 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 ~~these~~sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of time. As of April 16, 2021, approximately 99% of the Company’s tenants (at the Company’s share and based on average base rents) were open for business, up from a 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 for April 2020 through March 2021. As of April 16, 2021, the Company’s quarterly rent payment rates, for assets ~~(many~~owned at March 31, 2021, determined on a pro rata basis (at the Company’s share), are as follows:

Second Quarter

2020

Third Quarter

2020

Fourth Quarter

2020

First Quarter

2021

As of April 16, 2021

84%

89%

95%

96%

For purposes of ~~which~~reporting the percentage of aggregate base rents collected for a given period, when rents subject to deferral arrangements are ~~Continental U.S. retailers such as Walmart and TJX Companies) typically cater~~later paid, those payments are allocated to the ~~local consumer’s desire for value and convenience and often provide consumers with day-~~

~~to-day necessities and should withstand redevelopment pressures and reopen their locations~~period in ~~Puerto Rico.~~which the rent was originally owed. The Company ~~further believes~~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 ~~these tenants represent a source~~were in possession of ~~stable, high-quality cash flow for~~ the ~~Company’s assets. Nonetheless, the Company’s Board of Directors~~space and ~~management continue~~billed.

The Company continues to evaluate its ~~investment~~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. In addition, the Company has engaged in ~~the 12 assets and may determine~~discussions with most of its larger tenants that failed to ~~dispose of~~satisfy all or a portion of ~~these assets. There can be no assurance that the hurricane relief efforts will be completed~~their rent obligations through March 2021 and has agreed to terms on rent-deferral arrangements (and in a ~~timely manner,~~smaller number of cases, rent abatements) with a significant number of tenants. Agreed-upon rent-deferral arrangements relating to 2020 and 2021 base rents that remain unpaid for assets owned as of March 31, 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 quarter ended September 30, 2020:

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

A significant portion of the Company’s tenants are repaying deferred rent pursuant to agreed-upon deferral arrangements resulting in the decrease in the amount of unpaid rent still outstanding. A majority of the remaining deferred rents are expected to be repaid by year-end 2021.

The Company is unable to forecast the duration of the disruption to tenant and Company operations caused by the COVID-19 pandemic or atthe 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 quarter 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 resistant to 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 ~~or that the economic conditions in Puerto Rico will not deteriorate further,~~of which could ~~materially and negatively~~adversely impact ~~consumer spending and ultimately adversely affect~~ the Company’s ~~assets~~results of operations in ~~Puerto Rico or its ability~~the future. Certain tenant categories remain especially vulnerable to ~~dispose~~the impacts of the ~~properties on commercially reasonable terms, or at all (see~~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, ~~2016).~~

~~NEW ACCOUNTING STANDARDS~~

~~New Accounting Standards are more fully described in Note 1, “Nature of Business and Financial Statement Presentation,” of the Company’s consolidated financial statements included herein.~~2020.

FORWARD-LOOKING STATEMENTS

~~Management’s discussion and analysis~~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 ~~please refer to~~see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~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’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 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 opportunity after expending resources if it determines that the development 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 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 and 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. 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. 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 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;~~

•

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 ~~realize anticipated returns~~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;

•

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;

•

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, ~~outside~~including undeveloped land and construction in progress, would change the Continental United States (the Company owns 12 assets in Puerto Rico), which may carry risks in addition to those the Company faces with its Continental U.S. properties and operations. To the extent the Company pursues opportunities that may subject the Company to different or greater risks than those associated with its operationsholding period assumption in the ~~Continental U.S., including cultural and consumer differences and differences~~undiscounted cash flow impairment analyses, which could result in ~~applicable laws and political and economic environments, these risks could significantly increase~~material impairment losses and adversely affect ~~its~~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 from extreme weather conditions;~~

•

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 is subject to potential environmental liabilities;~~

•

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 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 is subject to potential environmental liabilities;

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 and

•

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’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 the recent management transition and in response to changing market conditions.
•
Changes in accounting standards or other standards may adversely affect the Company’s business;

•

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.

I~~TEM~~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, ~~(adjusted to reflect the $76.9 million of variable-rate debt that LIBOR was swapped to at a fixed rate of 2.8% at December 31, 2016),~~ is summarized as follows:

	September 30, 2017										December 31, 2016										March 31, 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			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	$	3,481.9		5.8		4.3	%		86.7	%	$	3,869.5		4.5		4.9	%		86.1	%	$	1,593.1		4.5		4.1	%		89.5	%	$	1,602.4		4.7		4.1	%		82.9	%
Variable-Rate Debt	$	535.6		2.6		2.4	%		13.3	%	$	624.5		0.3		1.9	%		13.9	%	$	187.4		1.3		1.7	%		10.5	%	$	331.1		1.9		1.5	%		17.1	%

The Company’s unconsolidated joint ventures’ indebtedness at its carrying value adjusted to reflect the $42.0 million of variable-rate debt ($2.1 million at the Company’s proportionate share) that LIBOR was swapped to at a fixed rate of 1.9% at September 30, 2017 and December 31, 2016, is summarized as follows:

	September 30, 2017									December 31, 2016									March 31, 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			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	$	1,048.1	$	159.5		5.0		4.2	%	$	1,808.1	$	298.3		1.6		5.4	%	$	756.8	$	177.9		2.7		4.4	%	$	757.5	$	178.2		2.9		4.4	%
Variable-Rate Debt	$	1,650.0	$	206.4		1.4		3.0	%	$	1,226.3	$	114.6		1.9		2.6	%	$	272.4	$	54.5		0.3		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 ofat 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 interest rate risk on variable-rate debt described above has been mitigated through the use of interest rate swap agreements (the “Swaps”) with major financial institutions. The Company is exposed to credit risk in the event of nonperformance by the counterparties to the Swaps. The Company believes it mitigates its credit risk by entering into Swaps with major financial institutions.

The carrying value and the fair value of the Company’s fixed-rate debt isare adjusted to ~~(i) include the Swaps reflected in the carrying value and (ii)~~ 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 ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, is summarized as follows (in millions):

	March 31, 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	$	1,593.1	$	1,700.1	$	1,633.6	$	1,602.4	$	1,704.0	$	1,634.3
Company's proportionate share of joint venture fixed-rate debt	$	177.9	$	182.0	$	177.9	$	178.2	$	181.6	$	177.2

September 30, 2017

December 31, 2016

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
$
3,481.9

$
3,589.2

$
3,418.9

$
3,869.5

$
4,044.2

$
3,895.0

Company's proportionate share of
joint venture fixed-rate debt
$
159.5

$
156.9

$
150.1

$
298.3

$
305.1

$
300.8

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.

~~Further, a~~ A 100 basis-point increase in short-term market interest rates on variable-rate debt at ~~September 30, 2017,~~March 31, 2021, would result in an increase in interest expense of approximately ~~$4.0~~$0.5 million for the Company and ~~$1.6~~$0.1 million representing the Company’s proportionate share of the joint ventures’ interest expense relating to variable-rate debt outstanding for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 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 ~~in relation to~~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 ~~September 30, 2017,~~March 31, 2021, the Company had no other material exposure to market risk.

~~ITEM~~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 ~~September 30, 2017,~~March 31, 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~~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~~Item 1A.

RISK FACTORS

~~The Company will continue to experience business disruptions at its properties in Puerto Rico until it makes necessary repairs and reopens such properties.~~

Recent severe weather conditions, including Hurricane Maria, caused substantial damage to property and infrastructure in Puerto Rico, including many of the Company’s shopping centers located there. The Company has made preliminary assessments of the scope of damages to its properties, but the costs ultimately associated with such damages may exceed initial estimates. Furthermore, the Company will continue to experience business disruptions at its properties until it makes necessary repairs and reopens such properties. The timing of such repairs will be highly dependent upon factors beyond the Company’s control, such as access to utilities and the availability of building materials, supplies and labor, all of which have been seriously diminished in the wake of Hurricane Maria. Additionally, any failure of civil authorities to ensure public safety and maintain order may also interfere with the Company’s efforts to reopen properties. Such delays could increase the duration of business disruptions, as well as the related costs, beyond the Company’s expectations. Any insurance coverage for losses due to damage or business disruption may prove to be inadequate or unavailable.

None.

~~ITEM~~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

July 1–31, 2017

5,849

$
9.01

—

—

August 1–31, 2017

213

9.89

—

—

September 1–30, 2017

59

9.68

—

—

Total

6,121

$
9.05

—

—

	(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
January 1–31, 2021		134	$	10.12		—	$	—
February 1–28, 2021		38,461		12.87		—		—
March 1–31, 2021		293,708		13.56		—		—
Total		332,303	$	13.48		—	$	42.1

(1)	~~Consists of common~~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 April 19, 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.

~~ITEM~~Item 3.

DEFAULTS UPON SENIOR SECURITIES

None.

~~ITEM~~Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

~~ITEM~~Item 5.

OTHER INFORMATION

None.

~~ITEM~~Item 6.

E~~XHIBITS~~EXHIBITS

10.1
~~4.1~~		~~Twenty-first Supplemental Indenture,~~Amended and Restated Employment Agreement dated as of ~~August 16, 2017,~~February 17, 2021, 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))~~Conor Fennerty¹

~~4.2~~10.2		~~Second Amended~~Form of 2021 Plan Performance-Based Restricted Share Units Award Memorandum – CEO and ~~Restated Credit Agreement, dated as of September 13, 2017, among DDR Corp., DDR PR Ventures LLC, S.E., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent~~CFO²

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934²

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934²

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 2002^12,3

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 2002^12,3

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 March 31, 2021 has been formatted in Inline XBRL and included in Exhibit 101.

1	Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2021.

2	Submitted electronically herewith.

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

2	~~Submitted electronically herewith.~~report

Attached as Exhibit 101 to this report are the following formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, (ii) Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, (iii) Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, (iv) Consolidated ~~Statement~~Statements of Equity for the ~~Nine~~Three Months Ended ~~September 30, 2017,~~March 31, 2021 and 2020, (v) Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 and (vi) Notes to Condensed Consolidated Financial Statements.

~~EXHIBIT INDEX~~

Exhibit No.
Under Reg. S-K
Item 601

Form 10-Q
Exhibit No.

Description

Filed or Furnished Herewith or
Incorporated Herein by
Reference

4

4.1

Twenty-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; File No. 001-11690)

4

4.2

Second Amended and Restated Credit Agreement, dated as of September 13, 2017, among DDR Corp., DDR PR Ventures LLC, S.E., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent

Current Report on Form 8-K (Filed with the SEC on September 14, 2017; File No. 001-11690)

31

31.1

Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Submitted electronically herewith

31

31.2

Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Submitted electronically herewith

32

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

Submitted electronically herewith

32

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

Submitted electronically herewith

101

101.INS

XBRL Instance Document

Submitted electronically herewith

101

101.SCH

XBRL Taxonomy Extension Schema Document

Submitted electronically herewith

101

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Submitted electronically herewith

101

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Submitted electronically herewith

101

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Submitted electronically herewith

101

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Submitted electronically herewith

~~SIGNATURES~~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.

4738

	DDR Equity

	Preferred Shares		Common Shares		Additional Paid-in Capital			Accumulated Distributions in Excess of Net Income		��	Deferred Compensation Obligation			Accumulated Other Comprehensive Loss			Treasury Stock at Cost			Non- Controlling Interests			Total
Balance, December 31, 2016	$	350,000	$	36,630	$	5,487,212		$	(2,632,327	)	$	15,149		$	(4,192	)	$	(14,957	)	$	8,497		$	3,246,012
Issuance of common shares related to stock plans		—		152		17,529			—			—			—			—			—			17,681
Issuance of preferred shares		175,000		—		(6,118	)		—			—			—			—			—			168,882
Stock-based compensation, net		—		—		7,232			—			(4,768	)		—			5,050			—			7,514
Distributions to non-controlling interests		—		—		—			—			—			—			—			(627	)		(627	)
Dividends declared-common shares		—		—		—			(209,763	)		—			—			—			—			(209,763	)
Dividends declared-preferred shares		—		—		—			(20,810	)		—			—			—			—			(20,810	)
Comprehensive (loss) income		—		—		—			(23,647	)		—			2,721			—			1,053			(19,873	)
Balance, September 30, 2017	$	525,000	$	36,782	$	5,505,855		$	(2,886,547	)	$	10,381		$	(1,471	)	$	(9,907	)	$	8,923		$	3,189,016

		Common Equity		Preferred Investment (Principal)						Properties Owned
	Formation	Initial		Initial		September 30, 2017		Net of Reserve		Inception		September 30, 2017
BRE DDR III	Oct 2014	$	19.6	$	300.0	$	314.5	$	262.7		70		42
BRE DDR IV	Dec 2015		12.9		82.6		67.1		58.3		6		6
				$	382.6	$	381.6	$	321.0

				Weighted-Average Amortization Period (in Years)
Land	$	23,588		N/A
Buildings		35,659		(A)
Tenant improvements		8,565		(A)
In-place leases (including lease origination costs and fair market value of leases)		7,051			16.0
Tenant relations		6,934			16.3
Other assets		419		N/A
		82,216
Less: Below-market leases		(1,872	)		20.0
Less: Other liabilities assumed		(581	)	N/A
Net assets acquired	$	79,763

	2017			2016
Balance at January 1	$	49,488		$	41,988
Additions:
New mortgage loans		—			6,802
Interest		1,826			2,306
Accretion of discount		269			773
Deductions:
Collections of principal and interest^(A)		(32,004	)		(7,090	)
Balance at September 30	$	19,579		$	44,779

	Gains on Cash Flow Hedges			Foreign Currency Items			Total
Balance, December 31, 2016	$	(3,930	)	$	(262	)	$	(4,192	)
Other comprehensive income before reclassifications		995			1,014			2,009
Change in cash flow hedges reclassed to earnings^(A)		712			—			712
Net current-period other comprehensive income		1,707			1,014			2,721
Balance, September 30, 2017	$	(2,223	)	$	752		$	(1,471	)

	Three Months Ended September 30, 2017
	Shopping Centers			Loan Investments		Other			Total
Total revenues	$	227,409		$	15				$	227,424
Rental operation expenses		(59,571	)		3					(59,568	)
Net operating income		167,838			18					167,856
Impairment charges		(10,284	)							(10,284	)
Depreciation and amortization		(85,210	)							(85,210	)
Interest income					6,807					6,807
Other income (expense), net						$	(64,340	)		(64,340	)
Unallocated expenses^(A)							(71,988	)		(71,988	)
Hurricane casualty and impairment loss		(6,089	)							(6,089	)
Equity in net income of joint ventures		4,811								4,811
Adjustment of preferred equity interests					15,377					15,377
Loss from continuing operations									$	(43,060	)

	Three Months Ended September 30, 2016
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	253,787		$	13					$	253,800
Rental operation expenses		(68,107	)		(62	)					(68,169	)
Net operating income (loss)		185,680			(49	)					185,631
Impairment charges		(104,877	)								(104,877	)
Depreciation and amortization		(95,451	)								(95,451	)
Interest income					9,304						9,304
Other income (expense), net							$	(384	)		(384	)
Unallocated expenses^(A)								(73,123	)		(73,123	)
Equity in net loss of joint ventures		(1,457	)								(1,457	)
Loss on sale and change in control of interests, net		(1,087	)								(1,087	)
Loss from continuing operations										$	(81,444	)

	Nine Months Ended September 30, 2017
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	703,989		$	43					$	704,032
Rental operation expenses		(192,772	)		(10	)					(192,782	)
Net operating income		511,217			33						511,250
Impairment charges		(60,353	)								(60,353	)
Depreciation and amortization		(266,370	)								(266,370	)
Interest income					22,365						22,365
Other income (expense), net							$	(65,298	)		(65,298	)
Unallocated expenses^(A)								(227,247	)		(227,247	)
Hurricane casualty and impairment loss		(6,089	)								(6,089	)
Equity in net income of joint ventures		2,429									2,429
Reserve of preferred equity interests					(60,623	)					(60,623	)
Loss from continuing operations										$	(149,936	)
As of September 30, 2017:
Total gross real estate assets	$	8,697,077								$	8,697,077
Notes receivable, net^(B)				$	346,888		$	(327,297	)	$	19,591

	Nine Months Ended September 30, 2016
	Shopping Centers			Loan Investments			Other			Total
Total revenues	$	765,514		$	30					$	765,544
Rental operation expenses		(212,857	)		(218	)					(213,075	)
Net operating income (loss)		552,657			(188	)					552,469
Impairment charges		(104,877	)								(104,877	)
Depreciation and amortization		(290,051	)								(290,051	)
Interest income					27,800						27,800
Other income (expense), net							$	3,470			3,470
Unallocated expenses^(A)								(222,110	)		(222,110	)
Equity in net income of joint ventures		14,081									14,081
Loss on sale and change in control of interests, net		(1,087	)								(1,087	)
Loss from continuing operations										$	(20,305	)
As of September 30, 2016:
Total gross real estate assets	$	9,911,432								$	9,911,432
Notes receivable, net^(B)				$	447,070		$	(402,247	)	$	44,823

	Three and Nine Months
	Ended September 30,
	2017
Lost tenant revenue	$	2,571
Clean up costs and other uninsured expenses		1,045
	$	3,616

July 2018 Senior Note maturity	$	82.2
April 2018 Unsecured Term Loan maturity^(A)		200.0
January–October 2018 mortgage debt maturities		104.2
		386.4
Less Mortgage Indebtedness repaid through November 1, 2017		(104.2	)
Less Unsecured Term Loan extension option^(A)		(200.0	)
Pro forma debt maturities at November 1, 2017	$	82.2

Cash and cash equivalents at September 30, 2017	$	18.3
Borrowing capacity available on Revolving Credit Facilities at September 30, 2017		1,000.0
Pro forma cash and Revolving Credit Facilities available at October 1, 2017	$	1,018.3

Year	Amount
2017	$	2.2
2018		298.8
2019		182.5
2020		347.6
2021		452.9
Thereafter		2,645.7
Total debt outstanding face value	$	3,929.7

	Outstanding at September 30, 2017		At DDR Share
DDR – SAU Retail Fund, LLC^(A)		59.5		11.9
BRE DDR Retail Holdings IV^(A)		34.0		1.7
DDRTC Core Retail Fund, LLC^(B)		185.6		27.8
BRE DDR Retail Holdings III^(B)		606.2		30.3
Total debt maturities through October 2018	$	885.3	$	71.7

	September 30,
	2017		2016
Fixed-rate debt^(A)	$	3.5	$	4.0
Variable-rate debt		0.5		1.0
	$	4.0	$	5.0

Large accelerated filer

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Smaller reporting company

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