Consolidation of Joint Ventures and Long-Term Debt (Notes)

12 Months Ended

Dec. 31, 2022

Consolidation Of Joint Ventures And Long Term Debt [Abstract]

Consolidation of Joint Ventures and Long-Term Debt [Text Block]

(5)    Consolidation of Joint Ventures and Long-Term Debt

From time to time, the Company enters into a joint venture (JV), in the legal form of a limited liability company, with real estate developers to partner in the development of a shopping center with the Company as the anchor tenant. The Company consolidates certain of these JVs in which it has a controlling financial interest. The Company is considered to have a controlling financial interest in a JV when it has (1) the power to direct the activities of the JV that most significantly impact the JV’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from the JV that could potentially be significant to such JV.

The Company evaluates a JV using specific criteria to determine whether the Company has a controlling financial interest and is the primary beneficiary of the JV. Factors considered in determining whether the Company is the primary beneficiary include risk and reward sharing, experience and financial condition of the other JV members, voting rights, involvement in routine capital and operating decisions and each member’s influence over the JV owned shopping center’s economic performance.

Generally, most major JV decision making is shared between all members. In particular, the use and sale of JV assets, business plans and budgets are generally required to be approved by all members. However, the Company, through its anchor tenant operating lease agreement, has the power to direct the activities that most significantly influence the economic performance of the JV owned shopping center. Additionally, through its member equity interest in the JV, the Company will receive a significant portion of the JV’s benefits or is obligated to absorb a significant portion of the JV’s losses. Substantially all of the JVs are consolidated as the Company is the primary beneficiary of the JVs.

As of December 31, 2022, the carrying amounts of the assets and liabilities of the consolidated JVs were $136 million and $40 million, respectively. As of December 25, 2021, the carrying amounts of the assets and liabilities of the consolidated JVs were $194 million and $76 million, respectively. The assets are owned by and the liabilities are obligations of the JVs, not the Company, except for a portion of the long-term debt of certain JVs guaranteed by the Company. The JVs are financed with capital contributions from the members, loans and/or the cash flows generated by the JV owned shopping centers once in operation. Total earnings attributable to noncontrolling interests for 2022, 2021 and 2020 were immaterial. The Company’s involvement with these JVs does not have a significant effect on the Company’s financial condition, results of operations or cash flows.

The Company’s long-term debt results primarily from the consolidation of loans of certain JVs and loans assumed in connection with the acquisition of certain shopping centers with the Company as the anchor tenant. No loans were assumed during 2022 or 2021. Maturities of JV loans range from June 2023 through April 2027 and have variable interest rates based on a London Interbank Offered Rate (LIBOR) index plus 200 to 210 basis points. Maturities of assumed shopping center loans range from February 2023 through January 2027 and have fixed interest rates ranging from 4.0% to 7.5%.

As of December 31, 2022, the aggregate annual maturities and scheduled payments of long-term debt are as follows:

Year
(Amounts are in millions)
2023	$	36
2024	16
2025	—
2026	4
2027	23
	$	79