United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                    [X] ANNUAL REPORT PURSUANT TO SECTION 13
                       OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                   For the fiscal year ended December 31, 2002
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________

                            Commission file numbers:
                                   33-99736-01
                                   333-3526-01
                                  333-39365-01
                                  333-61394-01

                      TANGER PROPERTIES LIMITED PARTNERSHIP
             (Exact name of Registrant as specified in its charter)


         North Carolina                            56-1822494
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification No.)


       3200 Northline Avenue
            Suite 360
       Greensboro, NC 27408                      (336) 292-3010
(Address of principal executive offices)   (Registrant's telephone number)

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes  X     No
   -----     ------

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]

                       Documents Incorporated By Reference

Part III  incorporates  certain  information by reference from the  Registrant's
definitive  proxy statement of Tanger Factory Outlet  Centers,  Inc. to be filed
with respect to the Annual Meeting of Shareholders to be held May 9, 2003.

                                       1
<PAGE>

PART I

Item 1.   Business

The Operating Partnership

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
focuses  exclusively on developing,  acquiring,  owning,  operating and managing
factory outlet  centers.  Since  entering the factory outlet center  business 22
years ago,  we have become one of the largest  owners and  operators  of factory
outlet centers in the United  States.  As of December 31, 2002, we had ownership
interests in or  management  responsibilities  for 34 centers with a total gross
leasable area ("GLA") of  approximately  6.2 million square feet.  These centers
were  approximately  98% occupied,  contained over 1,300 stores and  represented
over 300 store brands as of such date.

We are controlled by Tanger Factory Outlet  Centers,  Inc. and  subsidiaries,  a
fully-integrated,  self-administered  and  self-managed  real estate  investment
trust ("REIT"), as the sole shareholder of our general partner, Tanger GP Trust.
Prior to 1999,  the  Company  owned the  majority  of the  units of  partnership
interest issued by the Operating Partnership (the "Units) and served as its sole
general  partner.  During 1999, the Company  transferred  its ownership of Units
into two wholly-owned subsidiaries, the Tanger GP Trust and the Tanger LP Trust,
with  Tanger GP Trust as the sole  general  partner  and  Tanger LP Trust as the
limited partner.  The Tanger family,  through its ownership of the Tanger Family
Limited Partnership ("TFLP"),  holds the remaining Units. Stanley K. Tanger, the
Company's Chairman of the Board and Chief Executive Officer, is the sole general
partner of TFLP.  Unless the context  indicates  otherwise,  the term "Operating
Partnership"  refers  to  Tanger  Properties  Limited  Partnership  and the term
"Company" refers to Tanger Factory Outlet Centers,  Inc. and  subsidiaries.  The
terms, "we", "our" and "us" refer to the Operating  Partnership or the Operating
Partnership and the Company together, as the text requires.

As of December  31, 2002,  Tanger GP Trust owned  150,000  Units,  the Tanger LP
Trust owned  8,911,025  Units and 80,190  Preferred Units (which are convertible
into approximately  722,509 limited  partnership Units) and TFLP owned 3,033,305
Units. TFLP's Units are exchangeable, subject to certain limitations to preserve
the Company' status as a REIT, on a one-for-one  basis for the Company's  common
shares.  As of March 21,  2003,  management  of the  Company  beneficially  owns
approximately  25% of all  outstanding  common  shares  (assuming  the  Series A
Preferred  Shares and the Tanger  Famliy's Units are exchanged for common shares
but without giving effect to the exercise of any  outstanding  share options and
partnership Unit options).

Each preferred  partnership  Unit entitles the Company to receive  distributions
from us, in an amount equal to the distribution  payable with respect to a share
of Series A preferred shares,  prior to the payment by us of distributions  with
respect to the general  partnership Units.  Preferred  partnership Units will be
automatically  converted by holders into limited partnership Units to the extent
that the Series A preferred  shares are converted into common shares and will be
redeemed  by us to the extent  that the  Company  redeems the Series A preferred
shares.

Ownership of the Company's common and preferred shares is restricted to preserve
the  Company's  status as a REIT for  federal  income tax  purposes.  Subject to
certain exceptions, a person may not actually or constructively own more than 4%
of the Company's common shares (including common shares which may be issued as a
result of conversion of Series A Preferred  Shares) or more than 29,400 Series A
Preferred  Shares  (or a lesser  number in  certain  cases).  The  Company  also
operates in a manner  intended  to enable it to  preserve  its status as a REIT,
including,  among  other  things,  making  distributions  with  respect  to  its
outstanding  common and  preferred  shares  equal to at least 90% of its taxable
income each year.

We are a North  Carolina  limited  partnership  that was formed in May 1993. The
executive  offices are currently  located at 3200 Northline  Avenue,  Suite 360,
Greensboro,  North Carolina,  27408 and the telephone  number is (336) 292-3010.
The  Company's  website can be accessed at  www.tangeroutlet.com.  A copy of our
10-K's,  10-Q's,  and 8-K's can be obtained,  free of charge,  on the  Company's
website.


                                       2
<PAGE>

Recent Developments

At  December   31,  2002,   we  had   ownership   interests  in  or   management
responsibilities for 34 centers in 21 states totaling 6.2 million square feet of
operating  GLA compared to 32 centers in 20 states  totaling 5.4 million  square
feet of  operating  GLA as of  December  31,  2001.  The  increase is due to the
following events:

o    Disposition  of our  wholly-owned  property  in Fort  Lauderdale,  Florida,
     totaling 165,000 square feet

o    Development,  through a 50%  ownership  joint  venture,  of our property in
     Myrtle Beach, South Carolina totaling 260,000 square feet

o    Acquisition  of our  wholly-owned  property  in Howell,  Michigan  totaling
     325,000 square feet

o    Obtained management  responsibilities of a property in Vero Beach,  Florida
     totaling 329,000 square feet

o    Disposition of our wholly-owned property in Bourne, Massachusetts, totaling
     23,000 square feet at which we retain limited management responsibilities

Any  developments or expansions that we, or a joint venture that we are involved
in, have planned or  anticipated,  may not be started or completed as scheduled,
or may not result in accretive net income or funds from operations. In addition,
we regularly evaluate acquisition or disposition  proposals and engage from time
to time in negotiations for  acquisitions or dispositions of properties.  We may
also enter into  letters of intent for the purchase or sale of  properties.  Any
prospective  acquisition  or  disposition  that is being  evaluated  or which is
subject to a letter of intent may not be consummated, or if consummated, may not
result in accretive net income or funds from operations.

During 2002, we continued to maintain strong relationships with multiple sources
of capital. We completed the following liquidity transactions during the year:

o    In September  2002,  the Company  completed a public  offering of 1,000,000
     common  shares at a price of $29.25  per  share,  and  contributed  the net
     proceeds of  approximately  $28.0 million to the Operating  Partnership  in
     exchange for 1,000,000  limited  partnership  units.  The net proceeds were
     used,  together with other available funds to acquire the Kensington Valley
     Factory Shops in Howell,  Michigan mentioned above,  reduce the outstanding
     balance on our lines of credit and for general corporate purposes.

o    We extended the maturities of our existing three  unsecured lines of credit
     totaling  $75  million  with  Bank of  America,  Fleet  National  Bank  and
     SouthTrust  Bank until June 30,  2004 and added an  additional  $10 million
     line of credit with Wells Fargo Bank which also  matures on June 30,  2004.
     This  addition  brings  our  total  capacity  under  lines of credit to $85
     million.

o    In conjunction  with the  construction of the Myrtle Beach,  South Carolina
     center mentioned  above, we, through our 50% ownership joint venture,  TWMB
     Associates,  LLC ("TWMB"),  closed on a variable rate, construction loan in
     the amount of $36.2 million with Bank of America, NA (Agent) and SouthTrust
     Bank. In August of 2002,  TWMB entered into an interest rate swap agreement
     with Bank of  America,  NA  effective  through  August 2004 with a notional
     amount of $19  million.  This  swap  effectively  changes  the  payment  of
     interest on $19  million of  variable  rate debt to fixed rate debt for the
     contract period at a rate of 4.49%.

During 2002, we purchased  primarily at par,  $10.4  million of our  outstanding
7.875% senior, unsecured public notes that mature in October 2004. The purchases
were funded by amounts  available  under our unsecured  lines of credit.  During
2001, we purchased $14.5 million of these notes at par. In total,  $24.9 million
of the October  2004 notes were  purchased in 2001 and 2002.  We currently  have
authority  from the Company's  Board of Directors to purchase an additional  $25
million of our outstanding  7.875% senior,  unsecured public notes and may, from
time to time, do so at management's discretion.

                                       3
<PAGE>

The Factory Outlet Concept

Factory  outlets are  manufacturer-operated  retail  stores that sell  primarily
first quality,  branded  products at  significant  discounts from regular retail
prices charged by department stores and specialty stores. Factory outlet centers
offer  numerous  advantages to both consumers and  manufacturers.  Manufacturers
selling in factory outlet stores are often able to charge customers lower prices
for brand name and designer  products by eliminating  the third party  retailer.
Factory  outlet centers also  typically  have lower  operating  costs than other
retailing formats,  which enhance the manufacturer's  profit potential.  Factory
outlet  centers  enable  manufacturers  to optimize the size of production  runs
while  continuing  to  maintain  control  of  their  distribution  channels.  In
addition,  factory outlet centers  benefit  manufacturers  by permitting them to
sell out-of-season,  overstocked or discontinued  merchandise without alienating
department  stores or hampering the  manufacturer's  brand name, as is often the
case when merchandise is distributed via discount chains.

Our factory  outlet  centers range in size from 11,000 to 729,238 square feet of
GLA and are typically  located at least 10 miles from densely  populated  areas,
where major department  stores and  manufacturer-owned  full-price retail stores
are usually  located.  Manufacturers  prefer these locations so that they do not
compete  directly with their major  customers and their own stores.  Many of our
factory outlet centers are located near tourist destinations to attract tourists
who consider shopping to be a recreational activity. These centers are typically
situated in close  proximity to interstate  highways that provide  accessibility
and visibility to potential customers.

We  believe  that  factory  outlet  centers   continue  to  present   attractive
opportunities  for capital  investment,  particularly  with respect to strategic
re-merchandising plans and expansions of existing centers. We believe that under
present  conditions such  development or expansion  costs,  coupled with current
market lease rates,  permit attractive  investment  returns. We further believe,
based  upon our  contacts  with  present  and  prospective  tenants,  that  many
companies,  including prospective new entrants into the factory outlet business,
desire to open a number of new factory  outlet stores in the next several years,
particularly  where there are  successful  factory  outlet centers in which such
companies  do not have a  significant  presence  or where  there are few factory
outlet centers.

Our Factory Outlet Centers

Each of our factory  outlet  centers  carries the Tanger brand name.  We believe
that both national manufacturers and consumers recognize the Tanger brand as one
that  provides  outlet  shopping  centers  where  consumers can trust the brand,
quality  and  price  of  the  merchandise   they  purchase   directly  from  the
manufacturers.

As one of  the  original  participants  in  this  industry,  we  have  developed
long-standing  relationships  with many  national  and  regional  manufacturers.
Because of our established relationships with many manufacturers,  we believe we
are well positioned to capitalize on industry growth.

As of  March  1,  2003,  we had a  diverse  tenant  base  comprised  of over 300
different well-known, upscale, national designer or brand name concepts, such as
Dana Buchman,  Liz Claiborne,  Reebok,  Nike,  Tommy Hilfiger,  Brooks Brothers,
Nautica,  Coach, Polo Ralph Lauren,  GAP, Old Navy and Banana Republic.  Most of
the factory outlet stores are directly operated by the respective manufacturer.

No single tenant  (including  affiliates)  accounted for 10% or more of combined
base and percentage  rental  revenues during 2002, 2001 and 2000. As of March 1,
2003, our largest  tenant,  including all of its store  concepts,  accounted for
approximately  6.6% of our GLA. Because our typical tenant is a large,  national
manufacturer, we have not experienced any material problems with respect to rent
collections or lease defaults.

Revenues from fixed rents and  operating  expense  reimbursements  accounted for
approximately  91% of our  total  revenues  in 2002.  Revenues  from  contingent
sources,  such as percentage  rents,  vending income and  miscellaneous  income,
accounted  for  approximately  8% of 2002  revenues.  As a  result,  only  small
portions of our revenues are dependent on contingent revenue sources.

                                       4
<PAGE>

Business History

Stanley K. Tanger, the Company's founder,  Chairman and Chief Executive Officer,
entered the  factory  outlet  center  business  in 1981.  Prior to founding  the
Company,  Stanley  K.  Tanger  and his son,  Steven  B.  Tanger,  the  Company's
President and Chief  Operating  Officer,  built and managed a successful  family
owned     apparel     manufacturing     business,      Tanger/Creighton     Inc.
("Tanger/Creighton"),  which  business  included  the  operation of five factory
outlet stores. Based on their knowledge of the apparel and retail industries, as
well as their experience operating Tanger/Creighton's factory outlet stores, the
Tangers recognized that there would be a demand for factory outlet centers where
a number of manufacturers could operate in a single location and attract a large
number of shoppers.

From 1981 to 1986,  Stanley K.  Tanger  solely  developed  the first  successful
factory  outlet  centers.  Steven  Tanger joined the company in 1986 and by June
1993,  together,  the  Tangers  had  developed  17  centers  with a total GLA of
approximately  1.5 million square feet. In June of 1993,  the Company  completed
its initial public offering ("IPO"),  making Tanger Factory Outlet Centers, Inc.
the  first  publicly  traded  outlet  center  company.  Since  its IPO,  through
strategic  development,  acquisitions  and  some  dispositions,  we  have  added
approximately  4.7 million  square feet of GLA to our  portfolio,  bringing  our
portfolio of owned and managed  properties as of December 31, 2002 to 34 centers
totaling approximately 6.2 million square feet of GLA.

Business and Operating Strategy

Our  strategy  is  to  increase  revenues  through  new  development,  selective
acquisitions  and  expansions of factory  outlet  centers while  minimizing  our
operating  expenses  by  designing  low  maintenance  properties  and  achieving
economies of scale. We continue to focus on strengthening our tenant base in our
centers by replacing low volume tenants with high volume anchor tenants.

We typically seek  opportunities  to develop or acquire new centers in locations
that have at least 5 million people  residing within an hour's drive, an average
household income within a 50-mile radius of at least $35,000 per year and access
to frontage on a major or  interstate  highway with a traffic  count of at least
50,000  cars per day. We also seek to enhance our  customer  base by  developing
centers  near or at  established  tourist  destinations.  Our current goal is to
target sites that are large  enough to support  centers  with  approximately  75
stores totaling at least 300,000 square feet of GLA.

We  generally  prelease  at  least  50% of the  space  in each  center  prior to
acquiring the site and  beginning  construction.  Construction  of a new factory
outlet center has normally  taken us four to six months from  groundbreaking  to
the opening of the first tenant  store.  Construction  of expansions to existing
properties typically takes less time, usually between three to four months.

Capital Strategy

We  intend  to  achieve  a  strong  and  flexible  financial  position  by:  (1)
maintaining  a quality  portfolio of strong  income  producing  properties,  (2)
managing our  leverage  position  relative to our  portfolio  when  pursuing new
development  and expansion  opportunities,  (3) extending  and  sequencing  debt
maturities,  (4) managing our interest rate risk, (5)  maintaining our liquidity
and (6) utilizing  internally  generated sources of capital by maintaining a low
distribution payout ratio, defined as annual distributions as a percent of funds
from operations,  and subsequently reinvesting a significant portion of our cash
flow  into our  portfolio.  For a  discussion  of  funds  from  operations,  see
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations--Funds From Operations".

We have successfully increased our distribution each of our first nine years. At
the same time, we continue to have a low  distribution  payout ratio,  which for
the  year  ended  December  31,  2002,  was  72%.  As  a  result,   we  retained
approximately  $12.3  million of our 2002 FFO. A low  distribution  payout ratio
allows us to retain capital to maintain the quality of our portfolio, as well as
to develop, acquire and expand properties and reduce outstanding debt.


                                       5
<PAGE>

Together with the Company,  we intend to retain the ability to raise  additional
capital,  including  public  debt or  equity,  to pursue  attractive  investment
opportunities that may arise and to otherwise act in a manner that we believe to
be in our  unitholders'  best  interests.  During the second quarter of 2001, we
amended  our shelf  registration  for the  ability to issue up to $400  million,
($200 million in debt and $200 million in equity  securities).  In July 2002, we
again  amended the shelf  registration  to allow us to issue the $400 million in
either all debt or all equity or any combination  thereof up to $400 million. In
September  2002,  the Company  completed a public  offering of 1,000,000  common
shares at a price of $29.25 per share,  receiving net proceeds of  approximately
$28.0 million,  which were contributed to the Operating  Partnership in exchange
for 1,000,000 limited partnership units. We used the net proceeds, together with
other  available  funds,  to acquire one outlet center in Howell,  Michigan,  to
reduce the outstanding  balance on our lines of credit and for general corporate
purposes.  To generate  capital to  reinvest  into other  attractive  investment
opportunities,  we may also consider the use of  operational  and  developmental
joint  ventures,  selling  certain  properties  that do not meet  our  long-term
investment criteria as well as outparcels on existing properties.

We maintain  unsecured,  revolving  lines of credit that  provided for unsecured
borrowings up to $85 million at December 31, 2002, an increase of $10 million in
capacity  from  December 31, 2001.  During 2002, we extended the maturity of all
lines of credit to June 30, 2004.

Based on cash  provided  by  operations,  existing  credit  facilities,  ongoing
negotiations with certain financial institutions and our ability to sell debt or
equity  subject  to market  conditions,  we believe  that we have  access to the
necessary financing to fund the planned capital expenditures during 2003.

Competition

We  carefully  consider  the degree of  existing  and planned  competition  in a
proposed area before  deciding to develop,  acquire or expand a new center.  Our
centers  compete for customers  primarily  with factory outlet centers built and
operated  by  different  developers,  traditional  shopping  malls and full- and
off-price  retailers.  However,  we believe that the  majority of our  customers
visit  factory  outlet  centers  because  they are  intent on buying  name-brand
products at discounted  prices.  Traditional  full- and off-price  retailers are
often  unable to provide  such a variety of  name-brand  products at  attractive
prices.

Tenants of factory outlet centers typically avoid direct  competition with major
retailers and their own specialty stores, and, therefore,  generally insist that
the  outlet  centers be located  not less than 10 miles from the  nearest  major
department  store or the tenants' own  specialty  stores.  For this reason,  our
centers compete only to a very limited extent with traditional  malls in or near
metropolitan areas.

We compete  favorably  with two large  national  developers  of  factory  outlet
centers and numerous  small  developers.  Competition  with other factory outlet
centers for new tenants is generally based on cost, location, quality and mix of
the  centers'  existing  tenants,  and the degree and quality of the support and
marketing services provided.  As a result of these factors and due to the strong
tenant  relationships  that  presently  exist  with  the  current  major  outlet
developers,  we believe there are significant  barriers to entry into the outlet
center  industry by new  developers.  We also  believe  that our centers have an
attractive tenant mix, as a result of our decision to lease substantially all of
our space to manufacturer  operated  stores rather than to off-price  retailers,
and also as a result of the strong brand identity of our major tenants.

Corporate and Regional Headquarters

We rent space in an office  building in Greensboro,  North Carolina in which our
corporate  headquarters are located.  In addition,  we rent a regional office in
New  York  City,  New  York  under a lease  agreement  and  sublease  agreement,
respectively,  to better service our principal  fashion-related tenants, many of
who are based in and around that area.

We maintain  offices and employ  on-site  managers at 26 centers.  The  managers
closely  monitor the  operation,  marketing and local  relationships  at each of
their centers.

                                       6
<PAGE>

Insurance

We believe that as a whole our properties are covered by adequate  comprehensive
liability,  fire,  flood and  extended  loss  insurance  provided  by  reputable
companies with  commercially  reasonable and customary  deductibles  and limits.
Specified  types and  amounts of  insurance  are  required to be carried by each
tenant under their lease agreement with us. There are however,  types of losses,
like those resulting from wars or  earthquakes,  which may either be uninsurable
or not economically insurable in some or all of our locations. An uninsured loss
could  result in a loss to us of both our  capital  investment  and  anticipated
profits from the affected property.

Employees

As of March 1, 2003,  we had 157 full-time  employees,  located at our corporate
headquarters  in North  Carolina,  our  regional  office  in New York and our 26
business  offices.  At that date, we also  employed 169  part-time  employees at
various locations.

Item 2.   Properties

As of March 1, 2003, our portfolio consisted of 34 centers located in 21 states.
Our  centers  range in size from  11,000 to 729,238  square  feet of GLA.  These
centers are typically strip shopping  centers that enable  customers to view all
of the shops from the  parking  lot,  minimizing  the time  needed to shop.  The
centers  are  generally  located  near  tourist   destinations  or  along  major
interstate  highways  to  provide  visibility  and  accessibility  to  potential
customers.

We believe that the centers are well  diversified  geographically  and by tenant
and that we are not  dependent  upon any single  property  or  tenant.  The only
center that represents more than 10% of our total assets or gross revenues as of
and for the year ended  December 31, 2002 is the property in Riverhead,  NY. See
"Business and Properties - Significant  Property".  No other center  represented
more than 10% of our total assets or gross revenues as of December 31, 2002.

We have an ongoing  strategy of acquiring  centers,  developing  new centers and
expanding  existing  centers.  See  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations--Liquidity  and Capital Resources"
for a  discussion  of the cost of such  programs  and the  sources of  financing
thereof.

Certain of our centers serve as collateral for mortgage notes payable. Of the 29
centers that we have ownership  interests in, we own the land  underlying 25 and
have ground leases on four.  The land on which the Pigeon Forge and  Sevierville
centers are located are subject to long-term  ground leases expiring in 2086 and
2046,  respectively.  The land parcel on which the original  Riverhead Center is
located,  approximately  47 acres,  is also  subject  to a ground  lease with an
initial  term  expiring  in 2004,  with  renewal  at our  option for up to seven
additional  terms of five years  each.  The land  parcel on which the  Riverhead
Center expansion is located,  containing approximately 43 acres, is owned by us.
The land parcel on which the Myrtle Beach center is located,  is also subject to
a ground  lease with an initial  term  expiring in 2026,  with renewal at TWMB's
option for up to seven additional terms of ten years each.

The  term  of our  typical  tenant  lease  averages  approximately  five  years.
Generally,  leases  provide  for the payment of fixed  monthly  rent in advance.
There are often  contractual  base rent increases during the initial term of the
lease.  In  addition,  the rental  payments  are  customarily  subject to upward
adjustments  based upon tenant sales volume.  Most leases provide for payment by
the tenant of real estate taxes, insurance, common area maintenance, advertising
and  promotion  expenses  incurred  by  the  applicable  center.  As  a  result,
substantially all operating expenses for the centers are borne by the tenants.


                                       7
<PAGE>

Location of Centers (as of March 1, 2003) (1)

                         Number of         GLA             %
State                     Centers       (sq. ft.)        of GLA
----------------------- ------------- -------------- ---------------
Georgia                       4             950,590        17
New York                      1             729,238        13
Texas                         2             619,426        11
Tennessee                     2             477,412         8
Michigan                      2             437,651         8
Missouri                      1             277,494         5
Iowa                          1             277,230         5
South Carolina (2)            1             260,033         5
Pennsylvania                  1             255,059         4
Louisiana                     1             245,199         4
Florida                       1             198,789         3
North Carolina                2             187,702         3
Arizona                       1             184,768         3
Indiana                       1             141,051         2
Minnesota                     1             134,480         2
California                    1             105,950         2
Maine                         2              84,397         2
Alabama                       1              79,575         1
New Hampshire                 2              61,745         1
West Virginia                 1              49,252         1
----------------------- ------------- -------------- ---------------
   Total                     29           5,757,041       100
======================= ============= ============== ===============

(1)  Excludes centers managed by us but in which we have no ownership interests.

(2)  Represents property that is currently held through an unconsolidated  joint
     venture in which we own a 50% interest.


                                       8
<PAGE>

The table set forth below  summarizes  certain  information  with respect to our
existing centers,  excluding centers we manage but in which we have no ownership
interests, as of March 1, 2003. Except as noted, all properties are fee owned.

                                                             Mortgage
                                                               Debt
                                                           Outstanding
                                  GLA         %           (000's) as of
      Location                 (sq. ft.)   Occupied     December 31, 2002
----------------------------- ----------- ----------- ---------------------
Riverhead, NY (1)                729,238       98               ---
San Marcos, TX                   441,936       99            37,946
Sevierville, TN (2)              382,854      100               ---
Commerce II, GA                  342,556       90            29,500
Howell, MI                       325,231       99               ---
Branson, MO                      277,494       96            24,000
Williamsburg, IA                 277,230       98            19,429
Myrtle Beach, SC (2) (3)         260,033      100               ---
Lancaster, PA                    255,059       90            14,516
Locust Grove, GA                 248,854       99               ---
Gonzales, LA                     245,199       98               ---
Fort Meyers, FL                  198,789       99               ---
Commerce I, GA                   185,750       79             8,288
Casa Grande, AZ                  184,768       89               ---
Terrell, TX                      177,490       96               ---
Dalton, GA                       173,430       93            11,133
Seymour, IN                      141,051       74               ---
North Branch, MN                 134,480       99               ---
West Branch, MI                  112,420       95             7,067
Barstow, CA                      105,950       60               ---
Blowing Rock, NC                 105,448       94             9,655
Pigeon Forge, TN (2)              94,558       95               ---
Nags Head, NC                     82,254      100             6,552
Boaz, AL                          79,575       89               ---
Kittery I, ME                     59,694      100             6,335
LL Bean, North Conway, NH         50,745      100               ---
Martinsburg, WV                   49,252       73               ---
Kittery II, ME                    24,703       66               ---
Clover, North Conway, NH          11,000      100               ---
---------------------------- ------------ ----------- ---------------------
                               5,757,041       95         $ 174,421
============================ ============ =========== =====================

(1)  A portion of the Riverhead  center (totaling  approximately  298,000 square
     feet) is  subject  to a ground  lease  through  May 31,  2004  which may be
     renewed at our option for up to seven additional terms of five years each.

(2)  These properties are subject to a ground lease.

(3)  Represents property that is currently held through an unconsolidated  joint
     venture in which we own a 50% interest. The joint venture had $25.5 million
     of construction loan debt as of December 31, 2002.

                                       9
<PAGE>

Lease Expirations

The  following  table  sets  forth,  as  of  March  1,  2003,   scheduled  lease
expirations,  assuming none of the tenants exercise renewal options. Most leases
are renewable for five year terms at the tenant's option.
<TABLE>
<CAPTION>

                                                                                            % of Gross
                                                                                            Annualized
                                                                Average                      Base Rent
                              No. of            Approx.        Annualized    Annualized     Represented
                              Leases              GLA          Base Rent      Base Rent     by Expiring
         Year               Expiring(1)      (sq. ft.) (1)    per sq. ft.    (000's) (2)      Leases
------------------------ ----------------- ----------------- ------------- --------------- --------------
         <S>                    <C>           <C>              <C>             <C>              <C>
         2003                   142            541,000 (3)     $ 12.54         $6,783           10
         2004                   277           1,196,000          13.57         16,227           23
         2005                   190             835,000          15.69         13,098           16
         2006                   188             795,000          15.54         12,362           15
         2007                   204             839,000          18.10         15,177           16
         2008                    96             438,000          15.06          6,598            8
         2009                    20             137,000          12.30          1,689            3
         2010                    17              79,000          14.67          1,156            2
         2011                     9              94,000          12.75          1,193            2
         2012                    19             173,000          11.24          1,949            3
   2013 & thereafter             21             110,000          12.50          1,375            2
------------------------ ----------- ----------------------- ---------- -------------- ------------------
         Total                1,183           5,237,000        $ 14.82       $ 77,607          100
======================== =========== ======================= ========== ============== ==================

(1)  Excludes  leases that have been  entered  into but which tenant has not yet
     taken possession, vacant suites, space under construction, temporary leases
     and month-to-month  leases totaling in the aggregate  approximately 520,000
     square feet.

(2)  Base rent is  defined  as the  minimum  payments  due,  excluding  periodic
     contractual  fixed increases and rents  calculated based on a percentage of
     tenants' sales.

(3)  As of  March  1,  2003,  approximately  529,000  square  feet of the  total
     scheduled to expire in 2003 had already renewed.
</TABLE>

Rental and Occupancy Rates

The following table sets forth information  regarding the expiring leases during
each of the last five calendar years.

<TABLE>
<CAPTION>

                                                                 Renewed by Existing                Re-leased to
                              Total Expiring                          Tenants                        New Tenants
                    -----------------------------------     ----------------------------     ----------------------------
                                            % of                                % of                            % of
                          GLA             Total Center            GLA          Expiring           GLA          Expiring
     Year              (sq. ft.)             GLA               (sq. ft.)        GLA            (sq. ft.)        GLA
----------------    ---------------    ----------------     -------------    -----------     ------------    ------------
     <S>                 <C>                  <C>               <C>               <C>            <C>              <C>
     2002                  935,000             16                819,000           88             56,000           6
     2001                  684,000             13                560,000           82             55,000           8
     2000                 690, 000             13                520,000           75             68,000          10
     1999                  715,000             14                606,000           85             23,000           3
     1998                  549,000             11                408,000           74             39,000           7

</TABLE>

                                       10
<PAGE>

The following table sets forth the average base rental rate increases per square
foot upon re-leasing  stores that were turned over or renewed during each of the
last five calendar years.

<TABLE>
<CAPTION>


                          Renewals of Existing Leases                           Stores Re-leased to New Tenants (1)
              ----------------------------------------------------     ------------------------------------------------------

                                Average Annualized Base Rents                            Average Annualized Base Rents
                                       ($ per sq. ft.)                                           ($ per sq. ft.)
                            --------------------------------------                   ----------------------------------------

                  GLA                                        %             GLA
    Year       (sq. ft.)       Expiring        New        Increase       (sq. ft.)     Expiring         New         % Change
---------     ----------    -----------    ---------    ----------     ----------    -----------     ---------     ----------
<S> <C>         <C>            <C>            <C>            <C>         <C>            <C>             <C>            <C>
    2002        819,000        $14.86         $15.02         1           229,000        $15.14          $15.74         4
    2001        560,000         14.08          14.89         6           269,000         14.90           16.43        10
    2000        520,000         13.66          14.18         4           303,000         14.68           15.64         7
    1999        606,000         14.36          14.36        --           241,000         15.51           16.57         7
    1998        407,000         13.83          14.07         2           221,000         15.33           13.87        (9)
---------------------

(1)  The square footage  released to new tenants for 2002,  2001, 2000, 1999 and
     1998  contains  56,000,  55,000,  68,000,  23,000,and  39,000  square feet,
     respectively,  that was  released  to new  tenants  upon  expiration  of an
     existing lease during the current year.
</TABLE>

Occupancy Costs

We believe that our ratio of average tenant  occupancy cost (which includes base
rent, common area  maintenance,  real estate taxes,  insurance,  advertising and
promotions)  to average  sales per square foot is low relative to other forms of
retail  distribution.  The following table sets forth, for each of the last five
years, tenant occupancy costs per square foot as a percentage of reported tenant
sales per square foot.

                                     Occupancy Costs as a
                Year                   % of Tenant Sales
    ------------------------------ --------------------------
                2002                           7.2
                2001                           7.1
                2000                           7.4
                1999                           7.8
                1998                           7.9


                                       11
<PAGE>

Tenants

The  following  table sets forth  certain  information  with  respect to our ten
largest tenants and their store concepts as of March 1, 2003.
<TABLE>
<CAPTION>

                                                Number         GLA           % of Total
Tenant                                        of Stores     (sq. ft.)           GLA
-------------------------------------------- ------------- ------------- ---------------------
The Gap, Inc.:
<S>                                               <C>         <C>               <C>
     GAP                                          18          157,702           2.7
     Old Navy                                     13          183,585           3.2
     Banana Republic                               5           38,824           0.7
                                             -------- ---------------- -----------------------
                                                  36          380,111           6.6

Phillips-Van Heusen Corporation:
     Bass Shoe                                    22          146,666           2.5
     Van Heusen                                   22           92,697           1.6
     Geoffrey Beene Co. Store                     12           46,001           0.8
     Izod                                         14           33,300           0.6
                                             -------- ---------------- -----------------------
                                                  70          318,664           5.5
Liz Claiborne:
     Liz Claiborne                                23          264,371           4.6
     Elizabeth                                     7           25,984           0.5
     DKNY Jeans                                    3            8,820           0.2
     Dana Buchman                                  2            4,500           0.1
     Special Brands By Liz Claiborne               2            5,880           0.1
     Claiborne Mens                                1            3,100           ---
                                             -------- ---------------- -----------------------
                                                  38          312,655           5.5

Reebok International, Ltd.:
     Reebok                                       21          171,661           3.0
     Rockport                                      4           11,900           0.2
     Greg Norman                                   1            3,000           ---
                                              -------- ---------------- -----------------------
                                                  26          186,561           3.2

Dress Barn Inc.                                   20          143,512           2.5

Sara Lee Corporation:
     L'eggs, Hanes, Bali                          26          113,810           2.0
     Socks Galore                                  5            6,230           0.1
     Understatements                               1            3,000           ---
                                             -------- ---------------- -----------------------
                                                  32          123,040           2.1

Brown Group Retail, Inc:
     Factory Brand Shoe                           16           97,102           1.7
     Naturalizer                                   9           23,344           0.4
                                             -------- ---------------- -----------------------
                                                  25          120,446           2.1

American Commercial, Inc:
     Mikasa Factory Store                         15          120,086           2.1

Polo Ralph Lauren:
     Polo Ralph Lauren                            11           91,566           1.6
     Polo Jeans                                    4           15,000           0.3
                                             -------- ---------------- -----------------------
                                                  15          106,566           1.9

VF Factory Outlet, Inc.                            4          105,697           1.8

-------------------------------------------- -------- ---------------- -----------------------
Total of all tenants listed in table             281        1,917,338           33.3
============================================ ======== ================ =======================
</TABLE>


                                       12
<PAGE>

Significant Property

The center in Riverhead,  New York is our only center that  comprises  more than
10%  of  total  assets  or  total  gross  revenues.  The  Riverhead,  NY  center
represented  19% of our total  assets and 21% of our gross  revenue for the year
ended December 31, 2002. The Riverhead center was originally constructed in 1994
and now totals 729,238 square feet.

Tenants at the Riverhead center principally conduct retail sales operations. The
occupancy  rate as of the end of 2002,  2001 and  2000  was  100%,  99% and 94%.
Average  annualized  base rental rates  during 2002,  2001 and 2000 were $19.71,
$18.68 and $19.72 per weighted average GLA, respectively.

Depreciation on the Riverhead center is recognized on a straight-line basis over
33.33 years,  resulting in a  depreciation  rate of 3% per year. At December 31,
2002, the net federal tax basis of this center was approximately  $80.5 million.
Real estate taxes  assessed on this center during 2002 amounted to $3.4 million.
Real estate taxes for 2003 are estimated to be approximately $3.6 million.

The following table sets forth, as of March 1, 2003, scheduled lease expirations
at the  Riverhead  center  assuming  that none of the tenants  exercise  renewal
options:
<TABLE>
<CAPTION>
                                                                                                       % of Gross
                                                                                                        Annualized
                                                                                                         Base Rent
                                 No. of                                Annualized        Annualized     Represented
                                 Leases              GLA               Base Rent         Base Rent      by Expiring
Year                           Expiring (1)     (sq. ft.) (1)          per sq. ft.       (000) (2)        Leases
--------------------------- ----------------- ----------------- ------------------ ---------------- ----------------
<C>                                 <C>              <C>               <C>              <C>                  <C>
2003                                7                19,000            $ 21.48          $  409               3
2004                               31               138,000              19.48           2,697              20
2005                               19                90,000              22.33           2,009              13
2006                               13                46,000              23.17           1,055               7
2007                               53               190,000              25.78           4,900              27
2008                               20                91,000              21.61           1,965              13
2009                                2                38,000              10.27             388               5
2010                              ---                   ---                ---             ---             ---
2011                                2                31,000              12.69             393               4
2012                                2                20,000               6.00             117               3
2013 and thereafter                 3                36,000              16.12             588               5
---------------------------- --------- --------------------- ------------------ --------------- --------------------
Total                             152               699,000            $ 20.77        $ 14,521              100
============================ ========= ===================== ================== =============== ====================

(1)  Excludes  leases that have been entered into but which tenant has not taken
     possession,  vacant  suites,  temporary  leases and  month-to-month  leases
     totaling in the aggregate approximately 30,000 square feet.

(2)  Base rent is  defined  as the  minimum  payments  due,  excluding  periodic
     contractual  fixed increases and rents  calculated based on a percentage of
     tenants' sales.
</TABLE>

Item 3.  Legal Proceedings

We are subject to legal  proceedings and claims that have arisen in the ordinary
course of our business and have not been  finally  adjudicated.  In our opinion,
the ultimate  resolution  of these  matters will have no material  effect on our
results of operations or financial condition.

Item 4.  Submission of Matters to a Vote of Security Holders

There  were  no  matters  submitted  to a  vote  of  security  holders,  through
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year ended December 31, 2002.


                                       13
<PAGE>

                        EXECUTIVE OFFICERS OF THE COMPANY

     The Operating  Partnership does not have any officers.  The following table
sets forth certain information  concerning the executive officers of the Company
which  controls the Operating  Partnership  through its ownership of the general
partner, Tanger GP Trust:


     NAME                AGE                     POSITION
------------------------ ---    ------------------------------------------------

Stanley K. Tanger         79    Founder, Chairman of the Board of Directors and
                                         Chief Executive Officer
Steven B. Tanger          54    Director, President and Chief Operating Officer
Rochelle G. Simpson       64    Secretary and Executive Vice President -
                                         Administration and Finance
Willard A. Chafin, Jr     65    Executive Vice President - Leasing, Site
                                         Selection, Operations and Marketing
Frank C. Marchisello, Jr  44    Senior Vice President - Chief Financial Officer
Joseph H. Nehmen          54    Senior Vice President - Operations
Carrie A. Warren          40    Senior Vice President - Marketing
Virginia R. Summerell     44    Treasurer and Assistant Secretary
Kevin M. Dillon           44    Vice President - Construction and Development
Lisa J. Morrison          43    Vice President - Leasing

     The following is a biographical  summary of the experience of the executive
officers of the Company:

     Stanley K. Tanger.  Mr. Tanger is the founder,  Chief Executive Officer and
Chairman of the Board of Directors  of the Company.  He also served as President
from  inception of the Company to December  1994.  Mr.  Tanger opened one of the
country's first outlet shopping  centers in Burlington,  North Carolina in 1981.
Before entering the factory outlet center business, Mr. Tanger was President and
Chief  Executive  Officer  of  his  family's  apparel  manufacturing   business,
Tanger/Creighton, Inc., for 30 years.

     Steven B.  Tanger.  Mr.  Tanger is a director  of the Company and was named
President and Chief Operating Officer effective January 1, 1995. Previously, Mr.
Tanger served as Executive Vice President  since joining the Company in 1986. He
has been with  Tanger-related  companies  for most of his  professional  career,
having served as Executive Vice President of  Tanger/Creighton  for 10 years. He
is responsible for all phases of project development,  including site selection,
land acquisition and development,  leasing,  marketing and overall management of
existing  outlet  centers.  Mr. Tanger is a graduate of the  University of North
Carolina at Chapel Hill and the Stanford University School of Business Executive
Program. Mr. Tanger is the son of Stanley K. Tanger.

     Rochelle G.  Simpson.  Ms.  Simpson was named  Executive  Vice  President -
Administration  and Finance in January 1999. She previously held the position of
Senior Vice  President -  Administration  and Finance since October 1995. She is
also the Secretary of the Company and  previously  served as Treasurer  from May
1993 through May 1995. She entered the factory outlet center business in January
1981, in general  management  and as chief  accountant for Stanley K. Tanger and
later  became Vice  President -  Administration  and Finance of the  Predecessor
Company.  Ms. Simpson  oversees the accounting and finance  departments  and has
overall management responsibility for the Company's headquarters.

     Willard A. Chafin,  Jr. Mr.  Chafin was named  Executive  Vice  President -
Leasing,  Site  Selection,  Operations  and  Marketing of the Company in January
1999.  Mr.  Chafin  previously  held the  position  of Senior  Vice  President -
Leasing, Site Selection,  Operations and Marketing since October 1995. He joined
the Company in April 1990, and since has held various executive  positions where
his major  responsibilities  included  supervising  the  Marketing,  Leasing and
Property Management Departments, and leading the Asset Management Team. Prior to
joining the Company,  Mr. Chafin was the Director of Store  Development  for the
Sara Lee  Corporation,  where he spent 21 years.  Before  joining  Sara Lee, Mr.
Chafin was employed by Sears  Roebuck & Co. for nine years in  advertising/sales
promotion, inventory control and merchandising.


                                       14
<PAGE>

Frank C.  Marchisello,  Jr. Mr.  Marchisello was named Senior Vice President and
Chief  Financial  Officer in January 1999. He was named Vice President and Chief
Financial  Officer in November 1994.  Previously,  he served as Chief Accounting
Officer since joining the Company in January 1993 and Assistant  Treasurer since
February  1994.  He was  employed by Gilliam,  Coble & Moser,  certified  public
accountants,  from 1981 to 1992, the last six years of which he was a partner of
the firm in charge of various real estate clients. Mr. Marchisello is a graduate
of the  University  of North  Carolina at Chapel Hill and is a certified  public
accountant.

Joseph H. Nehmen.  Mr.  Nehmen was named Senior Vice  President of Operations in
January  1999.  He joined  the  Company  in  September  1995 and was named  Vice
President of Operations in October 1995. Mr. Nehmen has over 20 years experience
in private business.  Prior to joining Tanger, Mr. Nehmen was owner of Merchants
Wholesaler,  a privately held distribution company in St. Louis, Missouri. He is
a graduate of Washington University.  Mr. Nehmen is the son-in-law of Stanley K.
Tanger and brother-in-law of Steven B. Tanger.

Carrie A. Warren.  Ms. Warren was named Senior Vice President - Marketing in May
2000.  Previously,  she held the  position of Vice  President - Marketing  since
September  1996 and  Assistant  Vice  President  - Marketing  since  joining the
Company in December  1995.  Prior to joining  Tanger,  Ms. Warren was with Prime
Retail,  L.P.  for 4 years  where she  served  as  Regional  Marketing  Director
responsible for coordinating and directing  marketing for five outlet centers in
the  southeast  region.  Prior to joining  Prime  Retail,  L.P.,  Ms. Warren was
Marketing  Manager for North  Hills,  Inc. for five years and also served in the
same role for the  Edward J.  DeBartolo  Corp.  for two years.  Ms.  Warren is a
graduate of East Carolina University.

Virginia R. Summerell.  Ms.  Summerell was named Treasurer of the Company in May
1995 and Assistant Secretary in November 1994. Previously, she held the position
of Director of Finance  since  joining  the Company in August  1992,  after nine
years with NationsBank.  Her major responsibilities  include maintaining banking
relationships,  oversight of all project and corporate finance  transactions and
development  of treasury  management  systems.  Ms.  Summerell  is a graduate of
Davidson  College  and  holds an MBA  from the  Babcock  School  at Wake  Forest
University.

     Kevin M. Dillon.  Mr. Dillon was named Vice  President -  Construction  and
Development in May 2002.  Previously,  he held the positions of Vice President -
Construction  from  October  1997 to May 2002,  Director  of  Construction  from
September 1996 to October 1997 and Construction  Manager from November 1993, the
month he joined the Company,  to September  1996.  Prior to joining the Company,
Mr. Dillon was employed by New Market Development Company for six years where he
served as Senior Project  Manager.  Prior to joining New Market,  Mr. Dillon was
the Development Director of Western Development Company where he spent 6 years.

     Lisa J.  Morrison.  Ms.  Morrison was named Vice President - Leasing in May
2001.  Previously,  she held the position of Assistant Vice President of Leasing
from  August  2000 to May 2001 and  Director  of  Leasing  from April 1999 until
August  2000.  Prior to joining the  Company,  Ms.  Morrison was employed by the
Taubman Company and Trizec Properties, Inc. where she served as a leasing agent.
Her major  responsibilities  include  managing  the leasing  strategies  for our
operating  properties,  as well as  expansions  and new  development.  She  also
oversees the leasing  personnel and the  merchandising  and occupancy for Tanger
properties.

                                       15
<PAGE>

                                     PART II

Item 5. Market For Registrant's Common Equity and Related Shareholder Matters

There is no established  public trading market for our Units. As of December 31,
2002, the Company's  wholly-owned  subsidiaries  owned 9,061,025  Units,  80,190
Preferred  Units (which were  convertible  into  approximately  722,509  limited
partnership Units) and TFLP owned 3,033,305 Units as a limited partner.

We made distributions per partnership unit during 2002 and 2001 as follows:

                                  2002               2001
---------------------- --------------- ------------------
First Quarter                  $ .6100            $ .6075
Second Quarter                   .6125              .6100
Third Quarter                    .6125              .6100
Fourth Quarter                   .6125              .6100
---------------------- ---------------- ------------------
                              $ 2.4475           $ 2.4375
---------------------- ---------------- ------------------


Certain of our debt  agreements  limit the  payment of  distributions  such that
distributions shall not exceed FFO, as defined in the agreements,  for the prior
fiscal year on an annual  basis or 95% of FFO on a  cumulative  basis.  Based on
continuing favorable  operations and available funds from operations,  we intend
to continue to pay regular quarterly distributions.


                                       16
<PAGE>

<TABLE>
<CAPTION>

Item 6.  Selected Financial Data

                                                2002          2001           2000          1999          1998
------------------------------------------ ------------- ------------- -------------- ------------ ----------------
                                                       (In thousands, except per unit and center data)
OPERATING DATA
<S>                                        <C>            <C>             <C>           <C>          <C>
  Total revenues                           $   113,167    $   108,266     $   106,137   $   103,093  $    97,094
  Income before equity in earnings of
   unconsolidated joint ventures,
   discontinued operations,(loss)gain
   on sale or disposal of real estate
   and extraordinary item                       10,642          7,790          10,598        16,505       14,688
  Income from continuing operations             11,034          7,790          10,598        16,505       14,688
  Income before extraordinary item              14,280          9,492           5,268        21,211       16,103
  Net income                                    14,280          9,154           5,268        20,866       15,643

------------------------------------------ -------------- --------------- ------------- ------------ --------------

UNIT DATA
  Basic:
     Income from continuing operations     $       .82    $       .55     $       .80   $      1.34  $      1.17
     Net income                            $      1.11    $       .67     $       .32   $      1.74  $      1.26
     Weighted average units                     11,356         10,959          10,928        10,894       10,919
  Diluted:
     Income from continuing operations     $       .80    $       .55     $       .80   $      1.34  $      1.15
     Net income                            $      1.08    $       .67     $       .31   $      1.74  $      1.24
     Weighted average units                     11,539         10,979          10,953        10,904       11,040
  Distributions paid                       $      2.45    $      2.44     $      2.43   $      2.42  $      2.35

------------------------------------------ -------------- --------------- ------------- ------------ --------------

BALANCE SHEET DATA
  Real estate assets, before depreciation  $   622,399    $   599,266     $   584,928   $   566,216  $   529,247
  Total assets                                 477,380        476,079         487,273       489,851      471,568
  Debt                                         345,005        358,195         346,843       329,647      302,485
  Total partners' equity                       114,265         97,877         117,974       141,054      149,363

------------------------------------------ -------------- --------------- ------------- ------------ --------------

OTHER DATA
  Cash flows provided by (used in):
     Operating activities                  $    39,175    $    44,616     $    38,420   $    43,169  $    35,791
     Investing activities                  $   (26,363)   $  (23,269)     $   (25,815)  $   (45,959) $   (79,236)
     Financing activities                  $   (12,247)   $  (21,476)     $   (12,474)   $   (3,043)  $   46,172
  Funds from operations (1)                $    41,695    $    37,768     $    38,203   $    41,673  $    37,048
  Gross leasable area open at year end           6,186          5,437           5,284         5,254        5,116
  Number of centers                                 34             32              32            34           34
-----------------------
(1)  Funds from Operations ("FFO") is a widely accepted financial indicator used
     by certain  investors and analysts to analyze and compare  companies on the
     basis of  operating  performance.  FFO is  defined  as net  income  (loss),
     computed in  accordance  with  generally  accepted  accounting  principles,
     before  extraordinary  items  and gains  (losses)  on sale or  disposal  of
     depreciable  operating  properties,   plus  depreciation  and  amortization
     uniquely   significant   to  real   estate   and  after   adjustments   for
     unconsolidated  partnerships  and  joint  ventures.  We  caution  that  the
     calculation  of FFO  may  vary  from  entity  to  entity  and as  such  the
     presentation of FFO by us may not be comparable to other  similarly  titled
     measures of other  reporting  companies.  FFO is not  intended to represent
     cash flows for the period.  FFO has not been presented as an alternative to
     operating  income or as an indicator of operating  performance,  and should
     not  be  considered  in  isolation  or  as a  substitute  for  measures  of
     performance  prepared in  accordance  with  generally  accepted  accounting
     principles.

</TABLE>

                                       17
<PAGE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

The  following  discussion  should  be read in  conjunction  with the  financial
statements appearing elsewhere in this report. Historical results and percentage
relationships set forth in the statements of operations,  including trends which
might appear, are not necessarily  indicative of future  operations.  Unless the
context indicates otherwise,  the term "Operating  Partnership" refers to Tanger
Properties  Limited  Partnership and the term "Company" refers to Tanger Factory
Outlet Centers,  Inc. and subsidiaries.  The terms "we", "our" and "us" refer to
the Operating Partnership or the Operating Partnership and the Company together,
as the text requires.

The  discussion  of our  results of  operations  reported in the  statements  of
operations  compares  the years ended  December  31,  2002 and 2001,  as well as
December 31, 2001 and 2000. Certain  comparisons between the periods are made on
a percentage  basis as well as on a weighted average gross leasable area ("GLA")
basis,  a technique  which  adjusts for certain  increases  or  decreases in the
number of centers  and  corresponding  square feet  related to the  development,
acquisition,  expansion or disposition of rental properties.  The computation of
weighted  average GLA,  however,  does not adjust for  fluctuations in occupancy
that may occur subsequent to the original opening date.

Cautionary Statements

Certain statements made below are forward-looking  statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of 1934,  as amended.  We intend such  forward-looking
statements  to be  covered by the safe  harbor  provisions  for  forward-looking
statements  contained in the Private  Securities Reform Act of 1995 and included
this  statement  for  purposes of complying  with these safe harbor  provisions.
Forward-looking statements,  which are based on certain assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the words `believe', `expect', `intend', `anticipate', `estimate', `project',
or similar expressions.  You should not rely on forward-looking statements since
they involve known and unknown risks, uncertainties and other factors which are,
in some cases,  beyond our control and which could materially  affect our actual
results, performance or achievements.  Factors which may cause actual results to
differ materially from current expectations include, but are not limited to, the
following:

o    national and local general economic and market conditions;

o    demographic changes; our ability to sustain, manage or forecast our growth;
     existing  government  regulations  and changes in, or the failure to comply
     with, government regulations;

o    adverse publicity; liability and other claims asserted against us;

o    competition;

o    the  risk  that  we may  not be able to  finance  our  planned  development
     activities;

o    risks  related to the retail  real  estate  industry  in which we  compete,
     including  the  potential  adverse  impact  of  external  factors  such  as
     inflation, tenant demand for space, consumer confidence, unemployment rates
     and consumer tastes and preferences;

o    risks associated with our development activities, such as the potential for
     cost  overruns,  delays  and lack of  predictability  with  respect  to the
     financial returns associated with these development activities;

o    risks associated with real estate ownership,  such as the potential adverse
     impact of changes in the local  economic  climate on the  revenues  and the
     value of our properties;

o    risks that a significant  number of tenants may become unable to meet their
     lease  obligations  or  that  we may be  unable  to  renew  or  re-lease  a
     significant amount of available space on economically favorable terms;

o    fluctuations and difficulty in forecasting  operating  results;  changes in
     business strategy or development plans;

o    business disruptions;

                                       18
<PAGE>

o    the ability to attract and retain qualified personnel;

o    the ability to realize planned costs savings in acquisitions; and

o    retention of earnings.

General Overview

At  December   31,  2002,   we  had   ownership   interests  in  or   management
responsibilities  for 34 centers in 21 states  totaling 6.2 million  square feet
compared to 32 centers in 20 states totaling 5.4 million square feet at December
31, 2001. The increase is due to the following events:

o    Disposition  of our  wholly-owned  property  in Fort  Lauderdale,  Florida,
     totaling 165,000 square feet

o    Development,  through a 50%  ownership  joint  venture,  of our property in
     Myrtle Beach, South Carolina totaling 260,000 square feet

o    Acquisition  of our  wholly-owned  property  in Howell,  Michigan  totaling
     325,000 square feet

o    Obtained management  responsibilities of a property in Vero Beach,  Florida
     totaling 329,000 square feet

o    Disposition of our wholly-owned property in Bourne, Massachusetts, totaling
     23,000 square feet for which we retain limited management responsibilities

Results of Operations

In accordance  with SFAS 144  "Accounting for the Impairment or Disposal of Long
Lived  Assets,"  effective  for  financial  statements  issued for fiscal  years
beginning  after  December 15, 2001,  results of operations  and  gain/(loss) on
sales of real estate that have separable, identifiable cash flows for properties
sold  subsequent  to  December  31,  2001 are  reflected  in the  Statements  of
Operations as discontinued operations for all periods presented.



                                       19
<PAGE>

A summary of the operating  results for the years ended December 31, 2002,  2001
and 2000 is presented in the following table, expressed in amounts calculated on
a weighted average GLA basis.
<TABLE>
<CAPTION>

                                                                   2002           2001         2000
--------------------------------------------------------- -------------- -------------- ------------
GLA open at end of period (000's)
<S>                                                               <C>            <C>          <C>
     Wholly owned                                                 5,469          5,332        5,179
     Partially owned (1)                                            260            ---          ---
     Managed                                                        457            105          105
--------------------------------------------------------- -------------- -------------- ------------
--------------------------------------------------------- -------------- -------------- ------------
Total GLA at end of period (000's)                                6,186          5,437        5,284
Weighted average GLA (000's) (2)                                  5,245          5,111        4,926
States operated in at end of period                                  21             20           20
Occupancy percentage at end of period                               98%            96%          96%

     Per square foot data

Revenues
   Base rentals                                                 $ 14.44         $14.33       $14.08
   Percentage rentals                                               .68            .54          .66
   Expense reimbursements                                          5.82           5.77         5.98
   Other income                                                     .63            .54          .82
--------------------------------------------------------- -------------- -------------- ------------
     Total revenues                                               21.57          21.18        21.54
--------------------------------------------------------- -------------- -------------- ------------
Expenses
   Property operating                                              6.88           6.65         6.70
   General and administrative                                      1.76           1.61         1.50
   Interest                                                        5.43           5.90         5.60
   Depreciation and amortization                                   5.48           5.51         5.24
   Asset write-down                                                 ---            ---          .37
--------------------------------------------------------- -------------- -------------- ------------
     Total expenses                                               19.55          19.67        19.41
--------------------------------------------------------- -------------- -------------- ------------
--------------------------------------------------------- -------------- -------------- ------------
Income before equity in earnings of unconsolidated
  joint ventures, discontinued operations, loss on sale
  or disposal of real estate and extraordinary item              $ 2.02         $ 1.51       $ 2.13
--------------------------------------------------------- -------------- -------------- ------------

(1)  Includes  one center  totaling  260,033  square  feet of which we own a 50%
     interest through a joint venture arrangement.

(2)  Represents GLA of wholly-owned  operating  properties weighted by months of
     operation. GLA is not adjusted for fluctuations in occupancy that may occur
     subsequent  to the original  opening date.  Excludes GLA of properties  for
     which their results are included in discontinued operations.
</TABLE>

2002 Compared to 2001

Base rentals increased $2.5 million,  or 3%, in the 2002 period when compared to
the same period in 2001.  The increase is primarily  due to the full nine months
effect of an  expansion at our San Marcos,  TX center which we completed  during
the fourth quarter of 2001 and the acquisition of our Howell, Michigan center in
September 2002. Base rent per weighted  average GLA increased by $.11 per square
foot from  $14.33  per square  foot in the 2001  period  compared  to $14.44 per
square foot in the 2002  period.  The  increase is the result of the addition of
the San Marcos  expansion to the portfolio  which had a higher average base rent
per square  foot  compared  to the  portfolio  average  and an increase of 2% in
average  base rent per square  foot on  approximately  1.0  million  square feet
renewed or re-tenanted  during 2002.  While the overall  portfolio  occupancy at
December 31, 2002 increased 2% from 96% to 98% compared with the prior year end,
two centers experienced  negative occupancy trends which were offset by positive
occupancy gains in other centers.


                                       20
<PAGE>

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  increased $823,000
or 30%, and on a weighted  average GLA basis,  increased $.14 per square foot in
2002 compared to 2001.  Reported same-space sales per square foot for the twelve
months ended  December 31, 2002 were $294 per square foot, a 1.4%  increase over
the prior year  ended  December  31,  2001.  Same-space  sales is defined as the
weighted  average  sales per  square  foot  reported  in space open for the full
duration of each comparison  period.  Our ability to attract high volume tenants
to many of our outlet centers  continues to improve the average sales per square
foot  throughout  our portfolio.  Reported  tenant sales for 2002 for all Tanger
Outlet Centers reached a record level of $1.5 billion. Reported same-store sales
for the year ended 2002,  defined as the weighted  average sales per square foot
reported  by  tenants  for  stores  open  since  January  1, 2001 were down 0.8%
compared to 2001.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  to 85% in 2002 from 87% in 2001  primarily as a result of higher real
estate taxes due to revaluations,  increases in property  insurance premiums and
increases in other non-reimbursable expenses.

Other income increased $534,000,  or 19%, in 2002 compared to 2001 primarily due
to gains  on  sales of  outparcels  of land in 2002  included  in other  income,
increases  in vending  and other  miscellaneous  income and the  recognition  of
management,  leasing and development fee revenue from our TWMB  Associates,  LLC
("TWMB") joint venture.

Property operating expenses increased by $2.1 million, or 6%, in the 2002 period
as compared to the 2001 period and, on a weighted  average GLA basis,  increased
$.23 per  square  foot  from  $6.65 to  $6.88.  The  increase  is the  result of
increased  costs in  marketing,  common area  maintenance,  real  estate  taxes,
property insurance, and other non-reimbursable expenses.

General and administrative  expenses increased $1.0 million, or 12%, in the 2002
period  as  compared  to the 2001  period.  The  increase  is  primarily  due to
increases  in  performance  based  bonus  accruals,   travel,  legal  and  other
professional  fees.  Also,  as a  percentage  of  total  revenues,  general  and
administrative  expenses  were 8% in both the 2002 and 2001  periods  and,  on a
weighted  average GLA basis increased $.15 per square foot from $1.61 per square
foot in the 2001 period to $1.76 per square foot in the 2002 period.

Interest  expense  decreased  $1.7  million  during 2002 as compared to 2001 due
primarily  to lower  average  interest  rates  during 2002 and a decrease in the
overall debt level due to the use of a portion of the proceeds received from the
Company's  equity offering  during the year to reduce  outstanding  debt.  Also,
beginning  in the  fourth  quarter  of 2001  and  continuing  through  2002,  we
purchased,  primarily at par,  approximately  $24.9  million of our  outstanding
7.875% senior, unsecured public notes that mature in October 2004. The purchases
were  funded by amounts  available  under our  unsecured  lines of  credit.  The
replacement of the 2004 bonds with funding  through lines of credit  provided us
with a significant interest expense reduction as the lines of credit had a lower
interest rate.

Depreciation and  amortization per weighted average GLA decreased  slightly from
$5.51 per square  foot in the 2001  period to $5.48 per square  foot in the 2002
period due to a lower mix of tenant finishing  allowances  included in buildings
and  improvements  which are  depreciated  over shorter  lives (i.e.  over lives
generally  ranging  from 3 to 10 years as  opposed to other  construction  costs
which are depreciated over lives ranging from 15 to 33 years).

Income from unconsolidated  joint ventures increased $392,000 in the 2002 period
compared  to the 2001  period  due to the  opening of the  Myrtle  Beach,  South
Carolina outlet center by TWMB in June of 2002.

The increase in discontinued  operations is due to the gains on sales of our Ft.
Lauderdale,  Florida and Bourne, Massachusetts centers and the leased outparcels
of land in Seymour,  Indiana and Casa Grande, Arizona, all of which were sold in
the 2002 period.


                                       21
<PAGE>

2001 Compared to 2000

Base rentals increased $3.9 million,  or 6%, in the 2001 period when compared to
the same  period in 2000.  The  increase is  primarily  due to the effect of the
expansion  completed  in 2001 at our San Marcos,  Texas center and the full year
effect of expansions completed in the fourth quarter of 2000, offset by the loss
of rent from the sales of the  centers  in  Lawrence,  Kansas  and  McMinnville,
Oregon in June 2000.  As noted above,  FAS 144 applies only to  properties  sold
subsequent  to December  31,  2001.  Therefore,  the results of  operations  and
resulting loss on sale of real estate from the Lawrence, Kansas and McMinnville,
Oregon  properties are not included in  discontinued  operations.  The loss from
these  property  sales is included in loss on sale or disposal of real estate in
the  Statement of  Operations.  Base rent per weighted  average GLA increased by
$.25 per square foot,  or 2%, as a result of the  expansions  which had a higher
average  base rent per square  foot  compared to the  portfolio  average and the
sales of the centers in  Lawrence,  Kansas and  McMinnville,  Oregon which had a
lower average base rent per square foot compared to the portfolio average.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined levels, decreased by $518,000, or 16%, and on a
weighted  average GLA basis,  decreased $.12 per square foot in 2001 compared to
2000.  Same-space  sales for the year ended  December 31,  2001,  defined as the
weighted  average  sales per  square  foot  reported  in space open for the full
duration of each comparison period,  increased 5% to $294 per square foot due to
our efforts to  re-merchandise  selected centers by replacing low volume tenants
with high  volume  tenants.  However,  for the year  ended  December  31,  2001,
reported same-store sales, defined as the weighted average sales per square foot
reported  by tenants  for stores  open since  January 1, 2000,  decreased  by 2%
compared with the previous year.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  to 87% in 2001 from 89% in 2000  primarily as a result of higher real
estate taxes due to revaluations,  increases in property  insurance premiums and
increases in other non-reimbursable expenses.

Other income decreased $1.3 million in 2001 as compared to 2000. The 2000 period
included gains on sales of land outparcels totaling $908,000 and the recognition
of business  interruption  insurance  proceeds relating to the Stroud,  Oklahoma
center,  which was destroyed by a tornado in May 1999, totaling $985,000.  These
items were offset in part by  increases  in vending and  interest  income in the
2001 period.

Property  operating  expenses  increased  by  $1.0  million,  or 3%,  in 2001 as
compared to 2000. On a weighted average GLA basis,  property  operating expenses
decreased  from $6.70 to $6.65 per square foot.  The decrease per square foot is
the result of a company-wide effort to improve operating efficiencies and reduce
costs in common area maintenance and marketing  partially offset by increases in
real estate taxes, property insurance and other non-reimbursable expenses.

General  and  administrative  expenses  increased  $862,000,  or 12%, in 2001 as
compared to 2000 primarily due to increases in professional  fees and provisions
for bad debts. As a percentage of revenues,  general and administrative expenses
were  approximately 8% of revenues in 2001 and 7% in 2000. On a weighted average
GLA basis,  general and  administrative  expenses increased $.11 per square foot
from $1.50 in 2000 to $1.61 in 2001.

Interest  expense  increased  $2.6  million  during 2001 as compared to 2000 due
primarily to our increased debt levels attributable to development  completed in
2001 and the full year effect of expansions  completed in the fourth  quarter of
2000.  Our strategy to replace  short-term,  variable rate debt with  long-term,
fixed  rate debt and extend our  average  debt  maturities  has  resulted  in an
overall  higher  interest  rate on  outstanding  debt.  Also,  $295,200  paid to
terminate certain interest rate swap agreements during the first quarter of 2001
contributed to the increase in interest expense.

Depreciation  and  amortization per weighted average GLA increased 5% from $5.24
per square  foot in the 2000  period to $5.51 per square foot in the 2001 period
due to a higher mix of tenant  finishing  allowances  included in buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years).


                                       22
<PAGE>

The  asset  write-down  recognized  in  2000  represents  the  write  off of all
development costs associated with our site in Ft. Lauderdale,  Florida,  as well
as additional  costs  associated  with various other  non-recurring  development
activities at other sites,  which were  discontinued.  The costs associated with
the Ft.  Lauderdale  site were written off because we terminated our contract to
purchase twelve acres of land in Dania Beach/Ft. Lauderdale, Florida.

The loss on sale of real estate during 2000  represents  the loss  recognized on
the sale of our centers in Lawrence, Kansas and McMinnville, Oregon and the land
and the remaining site improvements in Stroud,  Oklahoma.  Net proceeds received
from the sale of the centers  totaled $7.1  million.  The combined net operating
income  of  these  two  centers  represented   approximately  1%  of  the  total
portfolio's  operating  income. We sold the Stroud land and site improvements in
December  2000 and received net  proceeds of  approximately  $723,500 in January
2001.  As noted above,  FAS 144 applies only to  properties  sold  subsequent to
December 31, 2001. Therefore,  the results of operations and resulting losses on
sales  of real  estate  from  the  properties  which  were  sold in 2000 are not
included  in  discontinued  operations.  The losses from these  property  sales,
totaling $7.0  million,  are included in loss on sale or disposal of real estate
in the Statements of Operations.

The  extraordinary   losses  recognized  in  2001  represent  the  write-off  of
unamortized deferred financing costs related to debt that was extinguished prior
to its scheduled maturity.

Liquidity and Capital Resources

Net cash provided by operating activities was $39.2, $44.6 and $38.4 million for
the years ended December 31, 2002,  2001 and 2000,  respectively.  The decreases
and increases in cash provided by operating  activities in 2002 compared to 2001
and 2001  compared  to 2000 are  primarily  due to changes  in other  assets and
accounts payable and accrued expenses for those respective  years. Net cash used
in investing  activities amounted to $26.4, $23.3 and $25.8 million during 2002,
2001 and 2000,  respectively,  and reflects  the  acquisitions,  expansions  and
dispositions of real estate during each year. Cash used in financing  activities
of $12.2, $21.5 and $12.5 in 2002, 2001 and 2000,  respectively,  has fluctuated
consistently  with the  capital  needed  to fund  the  current  development  and
acquisition  activity and reflects  increases in distributions paid during 2002,
2001 and  2000.  The  decrease  in cash  used in  financing  activities  in 2002
compared to 2001 also reflects the net proceeds of $28.0  million  received from
the  Company's  issuance of one million  common shares and $2.8 million from the
exercise of unit options in 2002.

Acquisitions and Dispositions

In September  2002, we completed the  acquisition  of Kensington  Valley Factory
Shops,  a factory  outlet center in Howell,  Michigan  containing  approximately
325,000  square feet,  for an aggregate  purchase  price of $37.5  million.  The
acquisition  was funded with $16.8  million of net proceeds from the sale of our
non-core property in Fort Lauderdale,  Florida in June 2002 and a portion of the
proceeds received from the Company's common share offering in September 2002.

In November 2002, we completed the disposition of our non-core center in Bourne,
Massachusetts which totaled  approximately  23,000 square feet. The net proceeds
from this sale were $3.1 million.

During 2002 we also sold five  outparcels of land at various  centers  (Barstow,
California,  Gonzales,  Louisiana, North Branch, Minnesota, Seymour, Indiana and
Casa  Grande,  Arizona),  the last  two of  which  had  associated  leases  with
identifiable cash flows. These five outparcel sales generated approximately $1.5
million in net proceeds.

Joint Ventures

In 2000, we formed a joint venture with C. Randy Warren Jr.,  former Senior Vice
President of Leasing of the Company. The new entity,  Tanger-Warren Development,
LLC  ("Tanger-Warren"),  was  formed to  identify,  acquire  and  develop  sites
exclusively for us. We agreed to be co-managers of Tanger-Warren,  each with 50%
ownership  interest in the joint venture and any entities formed with respect to
a specific  project.  Our investment in Tanger-Warren  amounted to approximately
$6,500 and $9,000 as of December 31, 2002 and 2001, respectively, and the impact
of this joint venture on our results of operations has been insignificant.

                                       23
<PAGE>

In September  2001,  we  established  the TWMB joint venture with respect to our
Myrtle  Beach,  South  Carolina  project  with  Rosen-Warren  Myrtle  Beach  LLC
("Rosen-Warren").  We and  Rosen-Warren,  each as 50% owners,  contributed  $4.3
million in cash for a total initial equity in TWMB of $8.6 million. In September
of 2001, TWMB began construction on its first phase of a new 400,000 square foot
Tanger  Outlet Center in Myrtle Beach,  South  Carolina.  The first phase opened
100%  leased on June 28,  2002 at a cost of  approximately  $35.4  million  with
approximately  260,000 square feet and 60 brand name outlet tenants. In November
2002,  we began  construction  on a 64,000  square  foot  second  phase which is
estimated  to cost $6.5  million.  We and  Rosen-Warren  have  each  contributed
approximately  $1.1 million  toward this second phase,  with the majority of the
contribution being made in the first quarter of 2003.

In conjunction  with the  construction of the center,  TWMB closed on a variable
rate,  construction loan in the amount of $36.2 million with Bank of America, NA
(Agent) and SouthTrust Bank. As of December 31, 2002 the construction loan had a
balance of $25.5 million.  In August of 2002, TWMB entered into an interest rate
swap  agreement  with Bank of America,  NA effective  through August 2004 with a
notional amount of $19 million.  Under this agreement,  TWMB receives a floating
interest rate based on the 30 day LIBOR index and pays a fixed  interest rate of
2.49%.  This swap effectively  changes the payment of interest on $19 million of
variable  rate  debt to fixed  rate  debt for the  contract  period at a rate of
4.49%. All debt incurred by this unconsolidated  joint venture is collateralized
by its property as well as joint and several guarantees by Rosen-Warren and us.

Either  partner in TWMB has the right to  initiate  the sale or  purchase of the
other party's interest. If such action is initiated, one partner would determine
the  fair  market  value  purchase  price of the  venture  and the  other  would
determine whether they would take the role of seller or purchaser. The partners'
roles in this transaction would be determined by the tossing of a coin, commonly
known as a Russian roulette  provision.  If either Rosen-Warren or we enact this
provision  and  depending  on our role in the  transaction  as either  seller or
purchaser,  we can  potentially  incur  a  cash  outflow  for  the  purchase  of
Rosen-Warren's  interest.  However,  we do not expect this event to occur in the
near future based on the positive  results and  expectations  of developing  and
operating an outlet center in the Myrtle Beach area.

Other Developments

On July 1, 2002,  our  option to  purchase  the retail  portion of a site at the
Bourne  Bridge  Rotary  in Cape Cod,  Massachusetts  was  terminated  due to the
seller's  inability to obtain the proper  approvals for the Bourne  project from
the local  authorities  by such date.  As a result of the  termination,  the net
carrying  amount of assets  remaining on this project  includes a $150,000  note
receivable at 5% annual interest that becomes due from the seller and is payable
with  accrued  interest on July 1, 2003.  At this time we believe that this note
receivable is fully collectible.

Any  developments or expansions that we, or a joint venture that we are involved
in, have planned or anticipated may not be started or completed as scheduled, or
may not result in accretive net income or funds from operations. In addition, we
regularly evaluate acquisition or disposition  proposals and engage from time to
time in negotiations for acquisitions or dispositions of properties. We may also
enter  into  letters  of intent  for the  purchase  or sale of  properties.  Any
prospective  acquisition  or  disposition  that is being  evaluated  or which is
subject to a letter of intent may not be consummated, or if consummated, may not
result in an increase in net income or funds from operations.

Financing Arrangements

During 2002, we purchased  primarily at par,  $10.4  million of our  outstanding
7.875% senior, unsecured public notes that mature in October 2004. The purchases
were funded by amounts  available  under our unsecured  lines of credit.  During
2001, we purchased $14.5 million of these notes at par. In total,  $24.9 million
of the October  2004 notes were  purchased in 2001 and 2002.  We currently  have
authority  from the Company's  Board of Directors to purchase an additional  $25
million of our outstanding  7.875% senior,  unsecured public notes and may, from
time to time, do so at management's discretion.


                                       24
<PAGE>

At December  31,  2002,  approximately  49% of our  outstanding  long-term  debt
represented  unsecured  borrowings and approximately 61% of the gross book value
of our real  estate  portfolio  was  unencumbered.  The average  interest  rate,
including  loan cost  amortization,  on average debt  outstanding  for the years
ended December 31, 2002 and 2001 was 8.1% and 8.8%, respectively.

Together with the Company,  we intend to retain the ability to raise  additional
capital,  including  public  debt or  equity,  to pursue  attractive  investment
opportunities that may arise and to otherwise act in a manner that we believe to
be in our  unitholders'  best  interests.  During the second quarter of 2001, we
amended  our shelf  registration  for the  ability to issue up to $400  million,
($200 million in debt and $200 million in equity  securities).  In July 2002, we
again  amended the shelf  registration  to allow us to issue the $400 million in
either all debt or all equity or any combination  thereof up to $400 million. On
September 4, 2002, the Company  completed a public offering of 1,000,000  common
shares at a price of $29.25 per share,  receiving net proceeds of  approximately
$28.0 million,  which were contributed to the Operating  Partnership in exchange
for 1,000,000 limited partnership units. We used the net proceeds, together with
other  available  funds,  to acquire one outlet center in Howell,  Michigan,  to
reduce the outstanding  balance on our lines of credit and for general corporate
purposes.  To generate  capital to  reinvest  into other  attractive  investment
opportunities,  we may also consider the use of  operational  and  developmental
joint  ventures,  selling  certain  properties  that do not meet  our  long-term
investment criteria as well as outparcels on existing properties.

We maintain  unsecured,  revolving  lines of credit that  provided for unsecured
borrowings up to $85 million at December 31, 2002, an increase of $10 million in
capacity  from  December 31, 2001.  During 2002, we extended the maturity of all
lines of credit to June 30, 2004. Based on cash provided by operations, existing
credit facilities,  ongoing negotiations with certain financial institutions and
our ability to sell debt or equity subject to market conditions, we believe that
we  have  access  to  the  necessary  financing  to  fund  the  planned  capital
expenditures during 2003.

We  anticipate  that  adequate  cash will be available to fund our operating and
administrative  expenses,  regular debt service obligations,  and the payment of
distributions  in order for the Company to maintain  its Real Estate  Investment
Trust ("REIT") status in both the short and long term.  Although we receive most
of our rental payments on a monthly basis, distributions to unitholders are made
quarterly  and  interest  payments  on the  senior,  unsecured  notes  are  made
semi-annually. Amounts accumulated for such payments will be used in the interim
to reduce  the  outstanding  borrowings  under the  existing  lines of credit or
invested in short-term money market or other suitable instruments.

Contractual Obligations and Commercial Commitments

The following table details our contractual obligations over the next five years
and thereafter as of December 31, 2002 (in thousands):
<TABLE>
<CAPTION>

Contractual Obligations        2003        2004        2005       2006         2007    Thereafter
                          ---------   ---------  -----------  --------- ----------- ---------------
<S>                           <C>       <C>         <C>        <C>          <C>           <C>
Debt                          $2,519    $73,324     $23,100    $55,668      $2,349        $188,045
Operating leases               2,551      2,547       2,478      2,441       2,378          73,860
------------------------- ----------- ---------- ----------- ---------- ----------- ---------------
                              $5,070    $75,871     $25,578    $58,109      $4,727        $261,905
------------------------- ----------- ---------- ----------- ---------- ----------- ---------------
</TABLE>

Our debt agreements  require the  maintenance of certain ratios,  including debt
service coverage and leverage,  and limit the payment of distributions such that
distributions  will  not  exceed  funds  from  operations,  as  defined  in  the
agreements,  for the prior  fiscal year on an annual  basis or 95% of funds from
operations on a cumulative basis. We have historically been and currently are in
compliance  with all of our debt  covenants.  We expect to remain in  compliance
with all our existing debt covenants;  however,  should circumstances arise that
would cause us to be in default,  the various  lenders would have the ability to
accelerate the maturity on our outstanding debt.

The following  table details our commercial  commitments as of December 31, 2002
(in thousands):

Commercial Commitments                            2004
                                                  ----
Lines of credit                               $ 64,525
Joint venture guarantees                        36,200
--------------------------------------- ---------------
                                             $ 100,725
--------------------------------------- ---------------

                                       25
<PAGE>

We currently  maintain four unsecured,  revolving  credit  facilities with major
national  banking  institutions,  totaling $85 million.  As of December 31, 2002
amounts  outstanding  under these credit facilities  totaled $20.5 million.  All
four credit facilities expire in June 2004.

We are party to a joint and several  guarantee with respect to the $36.2 million
construction  loan  obtained by TWMB.  See "Joint  Ventures"  section  above for
further discussion of the guarantee.

Related Party Transactions

During 2002,  Stanley K. Tanger,  the Company's  Chairman of the Board and Chief
Executive  Officer,  completed the early repayment of a $2.5 million demand note
receivable to us through accelerated payments. In 2001, also through accelerated
payments, Steven B. Tanger, the Company's President and Chief Operating Officer,
completed the early repayment of a $845,000 demand note receivable to us.

As noted  above  in  "Joint  Ventures",  we are a 50%  owner  of the TWMB  joint
venture.  TWMB pays us  management,  leasing and  development  fees for services
provided to the joint venture. During 2002, we recognized  approximately $74,000
in management fees,  $259,000 in leasing fees and $76,000 in development fees in
other income.

Market Risk

We are exposed to various  market risks,  including  changes in interest  rates.
Market risk is the potential  loss arising from adverse  changes in market rates
and prices,  such as interest rates.  We do not enter into  derivatives or other
financial instruments for trading or speculative purposes.

We negotiate  long-term fixed rate debt instruments and enter into interest rate
swap  agreements  to manage our  exposure to interest  rate  changes.  The swaps
involve the exchange of fixed and variable  interest  rate  payments  based on a
contractual  principal  amount and time  period.  Payments  or  receipts  on the
agreements  are recorded as  adjustments  to interest  expense.  At December 31,
2002, we had an interest rate swap agreement effective through January 2003 with
a notional amount of $25 million.  Under this  agreement,  we receive a floating
interest  rate based on the 30 day LIBOR index and pay a fixed  interest rate of
5.97%.  This swap effectively  changes our payment of interest on $25 million of
variable  rate  debt to fixed  rate  debt for the  contract  period at a rate of
7.72%.

The fair value of the interest  rate swap  agreement  represents  the  estimated
receipts or payments that would be made to terminate the agreement.  At December
31, 2002, we would have paid  approximately  $98,000 to terminate the agreement.
The fair value is based on dealer quotes, considering current interest rates and
remaining term to maturity.

The fair  market  value of  long-term  fixed  interest  rate debt is  subject to
interest rate risk. Generally, the fair market value of fixed interest rate debt
will increase as interest  rates fall and decrease as interest  rates rise.  The
estimated fair value of our total long-term debt at December 31, 2002 was $349.7
million while the recorded value was $345.0 million, respectively. A 1% increase
from  prevailing  interest rates at December 31, 2002 would result in a decrease
in fair value of total  long-term  debt by  approximately  $10.6  million.  Fair
values were determined from quoted market prices, where available, using current
interest rates considering credit ratings and the remaining terms to maturity.


                                       26
<PAGE>

Critical Accounting Policies

We  believe  the  following  critical   accounting   policies  affect  our  more
significant  judgments and estimates  used in the  preparation  of our financial
statements.

Cost Capitalization

We  capitalize  all  fees and  costs  incurred  to  initiate  operating  leases,
including certain general and overhead costs, as deferred charges. The amount of
general and overhead  costs we capitalize is based on our estimate of the amount
of costs directly related to executing these leases.  We amortize these costs to
expense over the average minimum lease term.

We  capitalize  all costs  incurred  for the  construction  and  development  of
properties,  including certain general and overhead costs. The amount of general
and overhead costs we capitalize is based on our estimate of the amount of costs
directly  related to the  construction  or development  of these assets.  Direct
costs to acquire assets are capitalized once the acquisition becomes probable.

Impairment of Long-Lived Assets

Rental property held and used by us is reviewed for impairment in the event that
facts and  circumstances  indicate  the  carrying  amount of an asset may not be
recoverable. In such an event, we compare the estimated future undiscounted cash
flows  associated with the asset to the asset's  carrying  amount,  and if less,
recognize an impairment  loss in an amount by which the carrying  amount exceeds
its fair value. We believe that no impairment existed at December 31, 2002.

Revenue Recognition

Base rentals are recognized on a straight-line basis over the term of the lease.
Substantially all leases contain provisions which provide additional rents based
on  tenants'  sales  volume  ("percentage  rentals")  and  reimbursement  of the
tenants' share of advertising and promotion, common area maintenance,  insurance
and real estate tax expenses.  Percentage  rentals are recognized when specified
targets that trigger the contingent  rent are met.  Expense  reimbursements  are
recognized in the period the applicable expenses are incurred. Payments received
from the early termination of leases are recognized when the applicable space is
released, or, otherwise are amortized over the remaining lease term.

Funds from Operations

We believe that for a clear  understanding of our historical  operating results,
FFO  should be  considered  along with net income as  presented  in the  audited
financial statements included elsewhere in this report. FFO is presented because
it is a widely  accepted  financial  indicator  used by  certain  investors  and
analysts to analyze  and  compare  one equity REIT with  another on the basis of
operating performance.  FFO is generally defined as net income (loss),  computed
in  accordance   with   generally   accepted   accounting   principles,   before
extraordinary  items and  gains  (losses)  on sale or  disposal  of  depreciable
operating properties, plus depreciation and amortization uniquely significant to
real estate and after  adjustments  for  unconsolidated  partnerships  and joint
ventures.  We caution that the calculation of FFO may vary from entity to entity
and as  such  the  presentation  of FFO by us may  not be  comparable  to  other
similarly titled measures of other reporting  companies.  FFO does not represent
net  income  or cash flow from  operations  as  defined  by  generally  accepted
accounting  principles and should not be considered an alternative to net income
as an indication of operating  performance or to cash flows from operations as a
measure of liquidity.  FFO is not necessarily indicative of cash flows available
to fund distributions to unitholders and other cash needs.

                                       27
<PAGE>

Below is a calculation  of FFO for the years ended  December 31, 2002,  2001 and
2000 as well as actual cash flow and other data for those respective periods (in
thousands):
<TABLE>
<CAPTION>


                                                                     2002           2001         2000
------------------------------------------------------------- ------------ -------------- ------------
Funds from Operations:
<S>                                                               <C>             <C>          <C>
Net income                                                        $ 14,280        $ 9,154      $ 5,268
Adjusted for:
   Extraordinary item-loss on early extinguishment of debt             ---            338          ---
   Depreciation and amortization
     attributable to discontinued operations                           235            427          423
   Depreciation and amortization uniquely significant
     to real estate - wholly owned                                  28,460         27,849       25,531
   Depreciation and amortization uniquely significant
     to real estate - unconsolidated joint ventures                    422            ---          ---
   (Gain) loss on sale or disposal of real estate                   (1,702)           ---        6,981
-------------------------------------------------------------- ------------ -------------- ------------
Funds from operations (1)                                         $ 41,695       $ 37,768     $ 38,203

Cash flow provided by (used in):
   Operating activities                                           $ 39,175       $ 44,616     $ 38,420
   Investing activities                                         $ (26,363)     $ (23,269)   $ (25,815)
   Financing activities                                         $ (12,247)     $ (21,476)   $ (12,474)

Weighted average units outstanding (2)                              12,262         11,707       11,706
-------------------------------------------------------------- ------------ -------------- ------------
(1)  For the years ended  December 31, 2002 and 2000,  includes $728 and $908 in
     gains on sales of outparcels of land.

(2)  Assumes  preferred units of the Operating  Partnership and unit options are
     all converted to limited partnership units.
</TABLE>

New Accounting Pronouncements

In April 2002, the Financial  Accounting  Standards  Board (FASB or the "Board")
issued FASB Statement No. 145 (FAS 145),  "Rescission of FASB  Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical  Corrections".  In
rescinding  FASB  Statement  No. 4 (FAS 4),  "Reporting  Gains and  Losses  from
Extinguishment of Debt", and FASB Statement No. 64 (FAS 64), "Extinguishments of
Debt  Made  to  Satisfy  Sinking-Fund  Requirements",  FAS  145  eliminates  the
requirement that gains and losses from the  extinguishment of debt be aggregated
and, if material, classified as an extraordinary item, net of the related income
tax effect.  Generally,  FAS 145 is effective for  transactions  occurring after
December 31, 2002.  We adopted this  statement  effective  January 1, 2003,  the
effects of which will be the reclassification of a loss on early extinguishments
of debt for the year ended  2001,  thereby  decreasing  income  from  continuing
operations for the year ended December 31, 2001 by $338,000.

In October 2002, the FASB issued SFAS No. 146,  "Accounting for Costs Associated
with Exit or Disposal Activities". This Statement addresses financial accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)"  and realigns
liability  recognition  in  accordance  with  FASB  Concepts  Statement  No.  6,
"Elements  of  Financial  Statements".  The  provisions  of this  Statement  are
effective for exit or disposal  activities that are initiated after December 31,
2002. The adoption of this  pronouncement will not have a material impact on our
results of operations or financial position.


                                       28
<PAGE>

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  -- Transition and  Disclosure,  an amendment of FASB Statement No.
123",  which is effective for fiscal years ending after December 15, 2002.  This
Statement amends SFAS 123 "Accounting for Stock-Based Compensation",  to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
Statement  amends  the  disclosure  requirements  of  Statement  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. We are currently evaluating the effects of this
statement and at this time do not believe that it will have a material effect on
our results of operations or financial position.

In January of 2003,  the FASB issued  Interpretation  No. 46,  Consolidation  of
Variable  Interest  Entities  ("FIN 46").  FIN 46 clarifies the  application  of
existing accounting pronouncements to certain entities in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated financial support from other parties. The provisions of
FIN 46 will be  immediately  effective  for all  variable  interests in variable
interest  entities created after January 31, 2003, and we will need to apply its
provisions to any existing  variable  interests in variable interest entities by
no later than June 30, 2003.  We are  currently  evaluating  the effects of this
statement and at this time do not believe that it will have a material effect on
our results of operations or financial position.

Economic Conditions and Outlook

The majority of our leases contain provisions designed to mitigate the impact of
inflation.  Such provisions  include clauses for the escalation of base rent and
clauses enabling us to receive  percentage rentals based on tenants' gross sales
(above  predetermined  levels, which we believe often are lower than traditional
retail industry  standards) which generally increase as prices rise. Most of the
leases  require the tenant to pay their share of  property  operating  expenses,
including common area maintenance,  real estate taxes, insurance and advertising
and  promotion,  thereby  reducing  exposure to increases in costs and operating
expenses resulting from inflation.

While  factory  outlet  stores  continue  to  be a  profitable  and  fundamental
distribution channel for brand name manufacturers,  some retail formats are more
successful than others. As typical in the retail industry,  certain tenants have
closed,  or will close,  certain stores by terminating  their lease prior to its
natural  expiration  or as a result of filing for  protection  under  bankruptcy
laws.

During 2003, we have approximately 1,070,000 square feet or 19% of our portfolio
coming up for  renewal.  If we were  unable to  successfully  renew or release a
significant  amount of this space on favorable  economic terms, the loss in rent
could have a material adverse effect on our results of operations.

We renewed 88% of the 935,000  square feet that came up for renewal in 2002 with
the existing tenants at an average base rental rate approximately 1% higher than
the expiring rate. We also  re-tenanted  229,000 square feet during 2002 at a 4%
increase in the average base rental rate.

Existing  tenants' sales have remained  stable and renewals by existing  tenants
have remained strong.  The existing  tenants have already renewed  approximately
529,000,  or 49%, of the square feet  scheduled to expire in 2003 as of March 1,
2003. In addition,  we continue to attract and retain  additional  tenants.  Our
factory  outlet  centers  typically  include  well-known,  national,  brand name
companies.   By  maintaining  a  broad  base  of  creditworthy   tenants  and  a
geographically diverse portfolio of properties located across the United States,
we reduce our operating and leasing risks. No one tenant (including  affiliates)
accounts for more than 6% of our combined base and percentage  rental  revenues.
Accordingly,  we do not expect any  material  adverse  impact on our  results of
operation and financial  condition as a result of leases to be renewed or stores
to be released.

As of  December  31,  2002 and  2001,  our  centers  were 98% and 96%  occupied,
respectively.   Consistent  with  our  long-term  strategy  of  re-merchandising
centers,  we will  continue  to hold space off the market  until an  appropriate
tenant is  identified.  While we  believe  this  strategy  will add value to our
centers in the long-term,  it may reduce our average occupancy rates in the near
term.


                                       29
<PAGE>

Item 8. Financial Statements and Supplementary Data

The  information  required by this Item is set forth at the pages  indicated  in
Item 14(a) below.

Item 9.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

Not applicable.

                                    PART III

Certain information required by Part III is omitted from this Report in that the
registrant's majority owner, the Company, will file a definitive proxy statement
pursuant to Regulation 14A (the "Proxy Statement") not later than 120 days after
the end of the fiscal  year  covered by this  Report,  and  certain  information
included therein is incorporated herein by reference. Only those sections of the
Proxy  Statement  which  specifically  address  the items set forth  herein  are
incorporated by reference.

Item 10. Directors and Executive Officers of the Registrant

The  Operating  Partnership  does  not  have  any  directors  or  officers.  The
information  concerning  the  Company's  directors  required  by  this  Item  is
incorporated by reference to the Company's Proxy Statement.

The information  concerning the Company's  executive  officers  required by this
Item is  incorporated  by  reference  herein to the  section  in Part I, Item 4,
entitled "Executive Officers of the Company".

The  information  regarding  compliance  with Section 16 of the  Securities  and
Exchange Act of 1934 is to be set forth in the Company's  Proxy Statement and is
hereby incorporated by reference.

Item 11. Executive Compensation

The  information  required  by this Item is  incorporated  by  reference  to the
Company's Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The  information  required  by this Item is  incorporated  by  reference  to the
Company's Proxy Statement.

     The  following  table  provides  information  as of December  31, 2002 with
respect to  compensation  plans under which the Operating  Partnership's  equity
securities are authorized for issuance:
<TABLE>
<CAPTION>
                                                                                                       (c)
                                                                                                   Number of
                                                                                              Securities Remaining
                                              (a)                        (b)                  Available for Future
                                     Number of Securities to       Weighted Average           Issuance Under Equity
                                     be Issued Upon Exercise       Exercise Price of           Compensation Plans
                                     of Outstanding Options,      Outstanding Options,         (Excluding Securities
Plan Category                          Warrants and Rights         Warrants and Rights        Reflected in Column (a))
-------------                          -------------------         -------------------        ------------------------

<S>                                         <C>                         <C>                          <C>
Equity compensation plans approved          1,253,300                   $23.84                       230,200
by security holders

Equity compensation plans not
approved by security holders                   ---                        ---                          ---

Total                                       1,253,300                   $23.84                       230,200

</TABLE>

Item 13. Certain Relationships and Related Transactions

The  information  required  by this Item is  incorporated  by  reference  to the
Company's Proxy Statement.

                                       30
<PAGE>

Item 14. Controls and Procedures

The  Chief  Executive  Officer,  Stanley  K.  Tanger,  and  Treasurer,  Frank C.
Marchisello Jr., of Tanger GP Trust, the sole general partner of the registrant,
evaluated  the  effectiveness  of  the  registrant's   disclosure  controls  and
procedures on March 28, 2003  (Evaluation  Date),  and concluded that, as of the
Evaluation  Date,  the  registrant's  disclosure  controls and  procedures  were
effective to ensure that the  information the registrant is required to disclose
in its filings with the Securities and Exchange  Commission under the Securities
and Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods  specified in the  Commission's  rules and forms, and to ensure
that information  required to be disclosed by the registrant in the reports that
it  files  under  the  Exchange  Act  is  accumulated  and  communicated  to the
registrant's management, including its principal executive officer and principal
financial officer,  as appropriate to allow timely decisions  regarding required
disclosure.

There were no significant  changes in the registrant's  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
Evaluation Date.




                                       31
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K

(a)  Documents filed as a part of this report:

     1.  Financial Statements

         Report of Independent Accountants                         F-1
         Balance Sheets-December 31, 2002 and 2001                 F-2
         Statements of Operations-
            Years Ended December 31, 2002, 2001 and 2000           F-3
         Statements of Partners' Equity-
            For the Years Ended December 31, 2002, 2001 and 2000   F-4
         Statements of Cash Flows-
            Years Ended December 31, 2002, 2001 and 2000           F-5
          Notes to Financial Statements                            F-6 to F-18

     2.  Financial Statement Schedule

         Schedule III
            Report of Independent Accountants                      F-19
            Real Estate and Accumulated Depreciation               F-20 to F-22



                                       32
<PAGE>

All other schedules have been omitted because of the absence of conditions under
which they are  required or because  the  required  information  is given in the
above-listed financial statements or notes thereto.

3.   Exhibits

     Exhibit No.                        Description


        3.3     Amended and Restated  Agreement of Limited  Partnership  for the
                Operating Partnership. (Note 8)

        3.3A    Amendment No. 1 to Tanger Properties Limited Partnership Amended
                and Restated Agreement of Limited  Partnership,  dated September
                10, 2002. (Note 11)

        10.1    Amended and Restated Unit Option Plan. (Note 6)

        10.4    Form of Unit Option Agreement between the Operating  Partnership
                and certain employees. (Note 2)

        10.5    Amended and Restated Employment Agreement for Stanley K. Tanger,
                as of January 1, 1998. (Note 6)

        10.5A   Amended  Employment  Agreement  for  Stanley  K.  Tanger,  as of
                January 1, 2001. (Note 10)

        10.6    Amended and Restated Employment  Agreement for Steven B. Tanger,
                as of January 1, 1998. (Note 6)

        10.6A   Amended Employment Agreement for Steven B. Tanger, as of January
                1, 2001. (Note 10)

        10.7    Amended and  Restated  Employment  Agreement  for Willard  Albea
                Chafin, Jr., as of January 1, 2002. (Note 10)

        10.8    Amended and Restated Employment  Agreement for Rochelle Simpson,
                as of January 1, 2002. (Note 10)

        10.9    Not applicable.

        10.10   Amended  and  Restated   Employment   Agreement   for  Frank  C.
                Marchisello, Jr., as of January 1, 2002. (Note 10)

        10.11   Registration  Rights  Agreement  among the  Company,  the Tanger
                Family Limited Partnership and Stanley K. Tanger. (Note 1)

        10.11A  Amendment to  Registration  Rights  Agreement among the Company,
                the Tanger  Family  Limited  Partnership  and Stanley K. Tanger.
                (Note 3)

        10.12   Agreement Pursuant to Item  601(b)(4)(iii)(A) of Regulation S-K.
                (Note 1)

        10.13   Assignment  and  Assumption  Agreement  among Stanley K. Tanger,
                Stanley  K.  Tanger  &  Company,   the  Tanger  Family   Limited
                Partnership, the Operating Partnership and the Company. (Note 1)

        10.14   Promissory  Notes by and between the Operating  Partnership  and
                John  Hancock   Mutual  Life   Insurance   Company   aggregating
                $66,500,000. (Note 7)

        10.15   Form of Senior Indenture. (Note 4)

        10.16   Form of First  Supplemental  Indenture  (to  Senior  Indenture).
                (Note 4)

        10.16A  Form of Second  Supplemental  Indenture  (to  Senior  Indenture)
                dated   October  24,  1997  among  Tanger   Properties   Limited
                Partnership,  Tanger  Factory  Outlet  Centers,  Inc.  and State
                Street Bank & Trust Company. (Note 5)

                                       33
<PAGE>

        10.17   Promissory Note 05/16/2000 (Note 9)

        10.18   Promissory Note 05/16/2000 (Note 9)

        21.1    List of Subsidiaries. (Note 10)

        23.1    Consent of PricewaterhouseCoopers LLP.

     Notes to Exhibits:

        1.      Incorporated  by  reference  to the  exhibits  to the  Company's
                Registration  Statement  on Form  S-11  filed May 27,  1993,  as
                amended.

        2.      Incorporated  by  reference  to the  exhibits  to the  Company's
                Annual Report on Form 10-K for the year ended December 31, 1993.

        3.      Incorporated  by  reference  to the  exhibits  to the  Company's
                Annual Report on Form 10-K for the year ended December 31, 1995.

        4.      Incorporated  by  reference  to the  exhibits  to the  Company's
                Current Report on Form 8-K dated March 6, 1996.

        5.      Incorporated  by  reference  to the  exhibits  to the  Company's
                Current Report on Form 8-K dated October 24, 1997.

        6.      Incorporated  by  reference  to the  exhibits  to the  Company's
                Annual Report on Form 10-K for the year ended December 31, 1998.

        7.      Incorporated  by  reference  to the  exhibit  to  the  Company's
                Quarterly Report on 10-Q for the quarter ended March 31, 1999.

        8.      Incorporated  by  reference  to the  exhibits  to the  Company's
                Annual Report on Form 10-K for the year ended December 31, 1999.

        9.      Incorporated  by  reference  to the  exhibits  to the  Company's
                Annual Report on Form 10-K for the year ended December 31, 2000.

        10.     Incorporated  by  reference  to the  exhibits  to the  Company's
                Annual Report on Form 10-K for the year ended December 31, 2001.

        11.     Incorporated  by  reference  to the  exhibits  to the  Company's
                Annual Report on Form 10-K for the year ended December 31, 2002.

(b)     Reports on Form 8-K - none.


                                       34
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             TANGER PROPERTIES LIMITED PARTNERSHIP

                             By: Tanger GP Trust, its sole general partner

                             By:/s/ Stanley K. Tanger
                                -------------------------------------------
                             Stanley K. Tanger
                             Chairman of the Board and
                             Chief Executive Officer

March 28, 2003

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:


     Signature                          Title                        Date

/s/ Stanley K. Tanger         Chairman of the Board and Chief   March 28, 2003
------------------------
Stanley K. Tanger             Executive Officer (Principal
                              Executive Officer)

/s/ Steven B. Tanger          Trustee and President             March 28, 2003
------------------------
Steven B. Tanger

/s/ Frank C. Marchisello Jr.  Trustee and Treasurer             March 28, 2003
----------------------------
Frank C. Marchisello, Jr.     (Principal Financial and
                              Accounting Officer)

/s/ Jack Africk               Trustee                           March 28, 2003
------------------------
Jack Africk

/s/ William G. Benton         Trustee                           March 28, 2003
------------------------
William G. Benton

/s/ Thomas E. Robinson        Trustee                           March 28, 2003
----------------------
Thomas E. Robinson


                                       35
<PAGE>

                                  CERTIFICATION

I, Stanley K. Tanger certify that:

1.   I have  reviewed  this  annual  report on Form  10-K of  Tanger  Properties
     Limited Partnership;

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

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

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a.   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.



Date: March 28, 2003            By:   /s/ Stanley K. Tanger
                                      ---------------------
                                Stanley K. Tanger
                                Chief Executive Officer of Tanger GP Trust
                                Sole General Partner of the Registrant



                                       36
<PAGE>

                                  CERTIFICATION

I, Frank C. Marchisello, Jr. certify that:

1.   I have  reviewed  this  annual  report on Form  10-K of  Tanger  Properties
     Limited Partnership;

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

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

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a.   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date: March 28, 2003        By: /s/ Frank C. Marchisello, Jr.
                            ---------------------------------
                            Frank C. Marchisello, Jr.
                            Treasurer & Assistant Secretary of Tanger GP Trust
                            Sole General Partner of the Registrant



                                       37
<PAGE>

                    Certification of Chief Executive Officer

         Pursuant  to 18 U.S.C.  ss.  1350,  as created  by  Section  906 of the
Sarbanes-Oxley  Act of 2002, the  undersigned  officer of Tanger GP Trust,  sole
general partner of Tanger Properties Limited  Partnership  hereby certifies,  to
such officer's knowledge, that:

         (i)  the  accompanying  Annual  Report  on Form  10-K of the  Operating
     Partnership  for the annual period ended  December 31, 2002 (the  "Report")
     fully complies with the  requirements of Section 13(a) or Section 15(d), as
     applicable, of the Securities Exchange Act of 1934, as amended; and

         (ii) the information  contained in the Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Operating Partnership.


     Dated: March 28, 2003            /s/ Stanley K. Tanger
                                      ------------------------------------
                                      Stanley K. Tanger
                                      Chief Executive Officer of Tanger GP Trust
                                      Sole General Partner of the Registrant



                                       38
<PAGE>

                    Certification of Chief Financial Officer

         Pursuant  to 18 U.S.C.  ss.  1350,  as created  by  Section  906 of the
Sarbanes-Oxley  Act of 2002, the  undersigned  officer of Tanger GP Trust,  sole
general partner of Tanger Properties Limited  Partnership  hereby certifies,  to
such officer's knowledge, that:

         (i)  the  accompanying  annual  Report  on Form  10-K of the  Operating
     Partnership  for the annual period ended  December 31, 2002 (the  "Report")
     fully complies with the  requirements of Section 13(a) or Section 15(d), as
     applicable, of the Securities Exchange Act of 1934, as amended; and

         (ii) the information  contained in the Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Operating Partnership.


Dated: March 28, 2003       /s/ Frank C. Marchisello Jr.
                            ----------------------------
                            Frank C. Marchisello, Jr.
                            Treasurer & Assistant Secretary of Tanger GP Trust
                            Sole General Partner of the Registrant



                                       39
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of TANGER PROPERTIES LIMITED PARTNERSHIP:


In our opinion,  the accompanying  balance sheets and the related  statements of
operations,  of  partners'  equity  and of cash  flows  present  fairly,  in all
material   respects,   the  financial  position  of  Tanger  Properties  Limited
Partnership at December 31, 2002 and 2001,  and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 2002, in conformity with  accounting  principles  generally  accepted in the
United States of America.  These financial  statements are the responsibility of
the  Partnership's  management;  our  responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America,  which  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the financial statements,  the Partnership changed its
accounting policy for asset impairments and reporting  discontinued  operations,
in accordance  with FAS 144  "Accounting  for the Impairment or Disposal of Long
Lived Assets".



/s/ PricewaterhouseCoopers LLP

Raleigh, NC
January 17, 2003


                                      F - 1
<PAGE>

<TABLE>
<CAPTION>
                                   TANGER PROPERTIES LIMITED PARTNERSHIP
                                               BALANCE SHEETS
                                               (In thousands)

                                                                                         December 31,
                                                                                        2002      2001
-------------------------------------------------------------------------------------------------------------

ASSETS
  Rental Property
<S>                                                                                 <C>             <C>
    Land                                                                            $ 51,274        $ 60,158
    Buildings, improvements and fixtures                                             571,125         539,108
-------------------------------------------------------------------------------------------------------------
                                                                                     622,399         599,266
    Accumulated depreciation                                                        (174,199)       (148,950)
-------------------------------------------------------------------------------------------------------------
    Rental property, net                                                             448,200         450,316
  Cash and cash equivalents                                                            1,068             503
  Deferred charges, net                                                               10,104          11,413
  Other assets                                                                        18,008          13,847
-------------------------------------------------------------------------------------------------------------
      Total assets                                                                 $ 477,380       $ 476,079
-------------------------------------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' EQUITY
Liabilites
  Debt
    Senior, unsecured notes                                                        $ 150,109       $ 160,509
    Mortgages payable                                                                174,421         176,736
    Lines of credit                                                                   20,475          20,950
-------------------------------------------------------------------------------------------------------------
                                                                                     345,005         358,195
  Construction trade payables                                                          3,310           3,722
  Accounts payable and accrued expenses                                               14,800          16,285
-------------------------------------------------------------------------------------------------------------
      Total liabilities                                                              363,115         378,202
-------------------------------------------------------------------------------------------------------------
Commitments
Partners' Equity
  General partner                                                                      1,141           1,346
  Limited partners                                                                   113,361          97,504
  Accumulated other comprehensive loss                                                  (237)           (973)
-------------------------------------------------------------------------------------------------------------
      Total partners' equity                                                         114,265          97,877
-------------------------------------------------------------------------------------------------------------
        Total liabilities and partners' equity                                     $ 477,380       $ 476,079
-------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F - 2
<PAGE>

<TABLE>
<CAPTION>
                                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                            STATEMENTS OF OPERATIONS
                                      (In thousands, except per unit data)

                                                                                     Year Ended December 31,
                                                                                 2002           2001         2000
------------------------------------------------------------------------------------------------------------------

REVENUES
<S>                                                                          <C>            <C>          <C>
  Base rentals                                                               $ 75,755       $ 73,263     $ 69,368
  Percentage rentals                                                            3,558          2,735        3,253
  Expense reimbursements                                                       30,550         29,498       29,460
  Other income                                                                  3,304          2,770        4,056
------------------------------------------------------------------------------------------------------------------
       Total revenues                                                         113,167        108,266      106,137
------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                           36,083         33,970       33,013
  General and administrative                                                    9,228          8,227        7,366
  Interest                                                                     28,460         30,134       27,565
  Depreciation and amortization                                                28,754         28,145       25,795
   Asset write-down                                                               ---            ---        1,800
------------------------------------------------------------------------------------------------------------------
       Total expenses                                                         102,525        100,476       95,539
------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated
  joint ventures, discontinued operations, loss on
  sale or disposal of real estate and extraordinary item                       10,642          7,790       10,598
Equity in earnings of unconsolidated joint ventures                               392            ---          ---
------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                              11,034          7,790       10,598
Discontinued operations                                                         3,246          1,702        1,651
------------------------------------------------------------------------------------------------------------------
Income before (loss) on sale or disposal of real estate
  and extraordinary item                                                       14,280          9,492       12,249
(Loss) on sale or disposal or real estate                                         ---            ---       (6,981)
------------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                               14,280          9,492        5,268
Extraordinary item - Loss on early extinguishment of debt                         ---           (338)         ---
------------------------------------------------------------------------------------------------------------------
Net income                                                                     14,280          9,154        5,268
Less applicable preferred unit distributions                                   (1,771)        (1,771)      (1,823)
------------------------------------------------------------------------------------------------------------------
Income available to partners                                                   12,509          7,383        3,445
Income allocated to the limited partners                                      (12,347)        (7,282)      (3,397)
------------------------------------------------------------------------------------------------------------------
Income allocated to the general partner                                           162            101           48
------------------------------------------------------------------------------------------------------------------

Basic earnings per unit:
  Income from continuing operations                                            $ 0.82         $ 0.55       $ 0.80
  Net income                                                                   $ 1.11         $ 0.67       $ 0.32
------------------------------------------------------------------------------------------------------------------

Diluted earnings per unit:
  Income from continuing operations                                            $ 0.80         $ 0.55       $ 0.80
  Net income                                                                   $ 1.08         $ 0.67       $ 0.31
------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       F - 3
<PAGE>

<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                         STATEMENTS OF PARTNERS' EQUITY
              For the Years Ended December 31, 2002, 2001, and 2000
                        (In thousands, except unit data)
                                                                                             Other           Total
                                                          General        Limited         Comprehensive     Partners'
                                                          Partners     Partnership            Loss           Equity
--------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>          <C>                   <C>         <C>
Balance, December 31, 1999                                  1,927        139,127               ---         141,054

Conversion of 4,670 preferred units
  into 42,076 partnership units                               ---            ---               ---             ---

Net income                                                     48          5,220               ---           5,268

Preferred distributions ($21.87 per unit)                     ---         (1,840)              ---          (1,840)

Distributions to partners ($2.43 per unit)                   (364)       (26,144)              ---         (26,508)
--------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000                                  1,611        116,363               ---         117,974
Comprehensive income:
  Net income                                                  101          9,053               ---           9,154
  Other comprehensive (loss)                                  ---            ---              (973)           (973)
--------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                    101          9,053              (973)          8,181
Issuance of 10,800 units upon                                 ---            201               ---             201
  exercise of unit options
Preferred distributions ($21.96 per unit)                     ---         (1,770)              ---          (1,770)
Distributions to partners ($2.44 per unit)                   (366)       (26,343)              ---         (26,709)
--------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001                                  1,346         97,504              (973)         97,877
Comprehensive income:
  Net income                                                  162         14,118                            14,280
  Other comprehensive gain                                                                     736             736
--------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                  1,508        111,622              (237)        112,893
Conversion of 410 preferred units
  into 3,694 partnership units                                  -              -                 -               -
Issuance of 127,620 units upon
  exercise of share and unit options                            -          2,794                 -           2,794
Issuance of 1,000,000 units in exchange for
  proceeds from the common share offering
  of the general partner's sole shareholder                     -         27,960                 -          27,960
Preferred distributions ($22.05 per unit)                       -         (1,771)                -          (1,771)

Common distributions ($2.45 per unit)                        (367)       (27,244)                -         (27,611)
--------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002                                $ 1,141      $ 113,361            $ (237)      $ 114,265
--------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F - 4
<PAGE>

<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                                                                             Year Ended December 31,
                                                                                        2002           2001           2000
---------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                 <C>             <C>            <C>
Net income                                                                          $ 14,280        $ 9,154        $ 5,268
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Depreciation and amortization                                                     28,989         28,572         26,218
    Amortization of deferred financing costs                                           1,209          1,309          1,264
    Equity in earnings of unconsolidated joint ventures                                 (392)           ---            ---
    Loss on early extinguishment of debt                                                 ---            338            ---
    Asset write-down                                                                     ---            ---          1,800
    Loss (gain) on disposal or sale of real estate                                    (1,702)           ---          6,981
    Gain on sale of outparcels of land                                                  (728)           ---           (908)
    Straight-line base rent adjustment                                                   248            342             92
Increase (decrease) due to changes in:
    Other assets                                                                      (2,058)         2,261         (2,104)
    Accounts payable and accrued expenses                                               (671)         2,640           (191)
---------------------------------------------------------------------------------------------------------------------------
      Net cash provided by operating activities                                       39,175         44,616         38,420
---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Acquisition of rental properties                                                   (37,500)           ---            ---
  Additions to rental properties                                                      (5,847)       (20,368)       (36,056)
  Additions to investments in joint ventures                                            (130)        (4,068)          (117)
  Additions to deferred lease costs                                                   (1,630)        (1,618)        (2,238)
  Net proceeds from sale of real estate                                               21,435            723          8,598
  Increase in escrow from rental property sale                                        (4,008)           ---            ---
  Net insurance proceeds from property losses                                            ---            ---          4,046
  Distributions received from unconsolidated joint ventur                                520            ---            ---
  Collections from (advances to) officers, net                                           797          2,062            (48)
---------------------------------------------------------------------------------------------------------------------------
      Net cash used in investing activities                                           (26,363)       (23,269)       (25,815)
---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                                            (29,382)       (28,479)       (28,348)
  Contribution from sole shareholder of general and limited partner                   27,960            ---            ---
  Proceeds from issuance of debt                                                     126,320        279,075        172,595
  Repayment of debt                                                                 (139,510)      (267,723)      (155,399)
  Additions to deferred financing costs                                                 (429)        (4,550)        (1,322)
  Proceeds from exercise of share and unit options                                     2,794            201            ---
---------------------------------------------------------------------------------------------------------------------------
      Net cash used in financing activities                                          (12,247)       (21,476)       (12,474)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                     565           (129)           131
Cash and cash equivalents, beginning of period                                           503            632            501
---------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                             $ 1,068          $ 503          $ 632
===========================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.


                                       F - 5
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

1.   Organization of the Operating Partnership

Tanger Properties  Limited  Partnership,  a North Carolina limited  partnership,
develops,  owns and operates  factory outlet  centers.  Recognized as one of the
largest owners and operators of factory outlet centers in the United States,  we
have ownership interests in or management  responsibilities for 34 centers in 21
states totaling approximately 6.2 million feet of gross leasable area at the end
of 2002. We provide all  development,  leasing and  management  services for our
centers.   Unless  the  context   indicates   otherwise,   the  term  "Operating
Partnership"  refers  to  Tanger  Properties  Limited  Partnership  and the term
"Company" refers to Tanger Factory Outlet Centers,  Inc. and  subsidiaries.  The
terms "we",  "our" and "us" refer to the Operating  Partnership or the Operating
Partnership and the Company together, as the text requires.

We are controlled by Tanger Factory Outlet  Centers,  Inc. and  subsidiaries,  a
fully-integrated,  self-administered,  self-managed real estate investment trust
("REIT") as the sole shareholder of the Operating Partnership's general partner,
Tanger GP Trust.  Prior to 1999,  the Company owned the majority of the units of
partnership  interest  issued by the  Operating  Partnership  (the  "Units") and
served as its sole general  partner.  During 1999, the Company  transferred  its
ownership of Units into two wholly-owned  subsidiaries,  the Tanger GP Trust and
the Tanger LP Trust.  The Tanger GP Trust controls the Operating  Partnership as
its sole  general  partner.  The  Tanger LP Trust  holds a  limited  partnership
interest.  The Tanger family, through its ownership of the Tanger Family Limited
Partnership ("TFLP") holds the remaining Units. Stanley K. Tanger, the Company's
Chairman of the Board and Chief Executive  Officer,  is the sole general partner
of TFLP.

As of December  31, 2002,  Tanger GP Trust owned  150,000  Units,  the Tanger LP
Trust owned  8,911,025  Units and 80,190  Preferred Units (which are convertible
into approximately  722,509 limited  partnership Units) and TFLP owned 3,033,305
Units. TFLP's Units are exchangeable, subject to certain limitations to preserve
the Company' status as a REIT, on a one-for-one  basis for the Company's  common
shares.  Preferred Units are  automatically  converted into limited  partnership
Units to the extent of any  conversion  of the Company's  preferred  shares into
common shares of the Company.

2.   Summary of Significant Accounting Policies

Basis of Presentation  and Principles of Consolidation - Allocation of income to
the partners is based on each partner's  respective ownership of Units issued by
the  Operating  Partnership.  Investments  in real estate  joint  ventures  that
represent non-controlling ownership interests are accounted for using the equity
method of accounting.

Reclassifications  - Certain  amounts in the 2001 and 2000 financial  statements
have been reclassified to conform to the 2002 presentation.

Use of Estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

Operating Segments - We aggregate the financial  information of all centers into
one reportable  operating  segment because the centers all have similar economic
characteristics  and provide similar  products and services to similar types and
classes of customers.

Rental  Properties - Rental  properties  are  recorded at cost less  accumulated
depreciation. Costs incurred for the construction and development of properties,
including  certain general and overhead costs,  are  capitalized.  The amount of
general and overhead costs capitalized is based on our estimate of the amount of
costs  directly  related to the  construction  or  development  of these assets.
Direct costs to acquire  assets are  capitalized  once the  acquisition  becomes
probable. Depreciation is computed on the straight-line basis over the estimated
useful lives of the assets.  We generally use estimated lives ranging from 25 to
33 years for  buildings,  15 years  for land  improvements  and seven  years for
equipment.  Expenditures  for  ordinary  maintenance  and repairs are charged to
operations as incurred while significant renovations and improvements, including
tenant finishing  allowances,  that improve and/or extend the useful life of the
asset are capitalized and depreciated over their estimated useful life.

                                       F - 6
<PAGE>

Buildings,  improvements and fixtures consist  primarily of permanent  buildings
and improvements made to land such as landscaping and  infrastructure  and costs
incurred in providing rental space to tenants. Interest costs capitalized during
2002,  2001  and  2000  amounted  to  $172,000,   $551,000  and  $1,020,000  and
development  costs  capitalized  amounted to $467,000,  $616,000  and  $843,000,
respectively.  Depreciation  expense  for each of the years ended  December  31,
2002, 2001 and 2000 was $26,906,000, $26,585,000 and $24,239,000, respectively.

The  pre-construction  stage of project  development  involves  certain costs to
secure land control and zoning and complete other initial tasks essential to the
development  of the project.  These costs are  transferred  from other assets to
rental  property  under  construction  when  the   pre-construction   tasks  are
completed.  Costs  of  potentially  unsuccessful  pre-construction  efforts  are
charged to operations when the project is abandoned.

Cash and Cash  Equivalents  - All highly  liquid  investments  with an  original
maturity of three  months or less at the date of purchase are  considered  to be
cash and cash  equivalents.  Cash  balances  at a  limited  number  of banks may
periodically  exceed insurable amounts.  We believe that we mitigate our risk by
investing  in  or  through  major  financial  institutions.   Recoverability  of
investments is dependent upon the performance of the issuer.

Deferred  Charges - Deferred  lease  costs  consist of fees and costs  incurred,
including  certain general and overhead costs, to initiate  operating leases and
are amortized  over the average  minimum lease term.  Deferred  financing  costs
include fees and costs incurred to obtain long-term  financing and are amortized
over the terms of the respective loans. Unamortized deferred financing costs are
charged to expense when debt is retired before the maturity date.

Guarantees  of  Indebtedness  - In  November  2002,  the  FASB  issued  FIN  45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect Guarantees of Indebtedness of Others." This  interpretation  elaborates
on the disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize,  at the inception of a
guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing  the  guarantee.   The  initial   recognition  and  initial  measurement
provisions of this  Interpretation  are  applicable  on a  prospective  basis to
guarantees  issued or modified  after  December  31, 2002,  irrespective  of the
guarantor's fiscal year-end. The disclosure  requirements in this Interpretation
are effective for financial statements of interim or annual periods ending after
December 15, 2002.  Currently we are a party to joint and several guarantees for
the construction  loan of TWMB  Associates,  LLC, a 50% ownership joint venture,
for which our Myrtle Beach,  South Carolina  property serves as collateral.  See
Footnote 4 "Real Estate Joint  Ventures"  for further  disclosure  regarding the
indebtedness and related  guarantees.  This guarantee was already in place as of
December 31, 2002 therefore no liability has been  recognized for the fair value
of the obligation.

Impairment  of  Long-Lived  Assets  -  Rental  property  held  and used by us is
reviewed for impairment in the event that facts and  circumstances  indicate the
carrying amount of an asset may not be recoverable. In such an event, we compare
the estimated  future  undiscounted  cash flows associated with the asset to the
asset's carrying amount, and if less,  recognize an impairment loss in an amount
by which the carrying amount exceeds its fair value. We believe that no material
impairment existed at December 31, 2002.

On January 1, 2002 we adopted  Statement of Financial  Accounting  Standards No.
144,  "Accounting  for the  Impairment or Disposal of  Long-Lived  Assets" ("FAS
144"),  which replaces FAS No. 121  "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" ("FAS 121"). FAS 144 retains
the requirements of FAS 121 to recognize an impairment loss only if the carrying
amount of a long-lived asset is not recoverable from its undiscounted cash flows
and to measure an impairment loss as the difference  between the carrying amount
and  fair  value of the  asset.  The  provisions  of FAS 144 are  effective  for
financial statements issued for fiscal years beginning after December 15, 2001.

Under both FAS No. 121 and 144, real estate  assets  designated as held for sale
are stated at their fair value less costs to sell.  We  classify  real estate as
held for sale when it meets the  requirements of FAS 144 and the Company's Board
of Directors approves the sale of the assets. Subsequent to this classification,
no further  depreciation  is  recorded on the  assets.  Under FAS No.  121,  the
operating results of real estate assets held for sale are included in continuing
operations.  Upon  implementation  of FAS 144,  the  operating  results of newly
designated  real  estate  assets  held  for sale are  included  in  discontinued
operations in our results of operations.



                                       F - 7
<PAGE>

Derivatives - We selectively  enter into interest rate protection  agreements to
mitigate changes in interest rates on our variable rate borrowings. The notional
amounts  of such  agreements  are used to  measure  the  interest  to be paid or
received  and do not  represent  the amount of exposure  to loss.  None of these
agreements are used for speculative or trading purposes.

On January 1, 2001 we adopted  Statement of Financial  Accounting  Standards No.
133,  "Accounting for Derivative  Instruments and Hedging Activities" as amended
by FAS 137 and FAS 138, (collectively,  "FAS 133"). FAS 133 requires entities to
recognize all  derivatives  as either assets or  liabilities in the statement of
financial  position and measure those  instruments at their fair value.  FAS 133
also  requires  us to measure the  effectiveness,  as defined by FAS 133, of all
derivatives.  We  formally  document  our  derivative  transactions,   including
identifying  the  hedge  instruments  and  hedged  items,  as well  as our  risk
management objectives and strategies for entering into the hedge transaction. At
inception and on a quarterly basis  thereafter,  we assess the  effectiveness of
derivatives used to hedge transactions.  If a derivative is deemed effective, we
record  the  change  in fair  value  in  other  comprehensive  income.  If after
assessment it is  determined  that a portion of the  derivative is  ineffective,
then that portion of the  derivative's  change in fair value will be immediately
recognized in earnings.

Income Taxes - As a partnership,  the allocated  share of income or loss for the
year is  included  in the income tax returns of the  partners;  accordingly,  no
provision has been made for Federal income taxes in the  accompanying  financial
statements.

Revenue  Recognition - Base rentals are recognized on a straight-line basis over
the term of the lease. Substantially all leases contain provisions which provide
additional  rents based on tenants'  sales  volume  ("percentage  rentals")  and
reimbursement  of the tenants' share of advertising  and promotion,  common area
maintenance,  insurance  and real estate tax  expenses.  Percentage  rentals are
recognized  when  specified  targets that trigger the  contingent  rent are met.
Expense  reimbursements are recognized in the period the applicable expenses are
incurred.  Payments received from the early termination of leases are recognized
when the  applicable  space is released,  or,  otherwise are amortized  over the
remaining lease term.

We provide  management,  leasing and development  services for a fee for certain
properties that are not owned by us or are partly owned through a joint venture.
Fees received for these services are recognized as other income when earned.

Concentration  of Credit Risk - We perform  ongoing  credit  evaluations  of our
tenants.  Although the tenants operate  principally in the retail industry,  the
properties are  geographically  diverse.  No single tenant  accounted for 10% or
more of combined base and percentage rental income during 2002, 2001 or 2000.

Supplemental  Cash Flow  Information - We purchase  capital  equipment and incur
costs relating to  construction of new facilities,  including  tenant  finishing
allowances.  Expenditures included in construction trade payables as of December
31, 2002,  2001 and 2000  amounted to  $3,310,000,  $3,722,000  and  $9,784,000,
respectively. Interest paid, net of interest capitalized, in 2002, 2001 and 2000
was $27,512,000, $27,379,000 and $25,644,000, respectively.

New  Accounting  Pronouncements  -  In  April  2002,  the  Financial  Accounting
Standards  Board (FASB or the "Board")  issued FASB Statement No. 145 (FAS 145),
"Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement
No. 13, and Technical Corrections".  In rescinding FASB Statement No. 4 (FAS 4),
"Reporting Gains and Losses from Extinguishment of Debt", and FASB Statement No.
64  (FAS   64),   "Extinguishments   of  Debt  Made  to   Satisfy   Sinking-Fund
Requirements", FAS 145 eliminates the requirement that gains and losses from the
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item, net of the related income tax effect.  Generally, FAS 145 is
effective for  transactions  occurring  after December 31, 2002. We adopted this
statement  effective  January  1,  2003,  the  effects  of  which  will  be  the
reclassification of a loss on early  extinguishments of debt for the year ended,
thereby decreasing income from continuing operations for the year ended December
31, 2001 by $338,000.

In October 2002, the FASB issued SFAS No. 146,  "Accounting for Costs Associated
with Exit or Disposal Activities". This Statement addresses financial accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)"  and realigns
liability  recognition  in  accordance  with  FASB  Concepts  Statement  No.  6,
"Elements  of  Financial  Statements".  The  provisions  of this  Statement  are
effective for exit or disposal  activities that are initiated after December 31,
2002. The adoption of this  pronouncement will not have a material impact on our
results of operations or financial position.

                                       F - 8
<PAGE>

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  -- Transition  and  Disclosure an amendment of FASB  Statement No.
123",  which is effective for fiscal years ending after December 15, 2002.  This
Statement amends SFAS 123 "Accounting for Stock-Based Compensation",  to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
Statement  amends  the  disclosure  requirements  of  Statement  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. We are currently evaluating the effects of this
statement  but and at this  time do not  believe  that it will  have a  material
effect on our results of operations or financial position.

In January of 2003,  the FASB issued  Interpretation  No. 46,  Consolidation  of
Variable  Interest  Entities  ("FIN 46").  FIN 46 clarifies the  application  of
existing accounting pronouncements to certain entities in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated financial support from other parties. The provisions of
FIN 46 will be  immediately  effective  for all  variable  interests in variable
interest  entities created after January 31, 2003, and we will need to apply its
provisions to any existing  variable  interests in variable interest entities by
no later than June 30, 2003.  We are  currently  evaluating  the effects of this
statement  but and at this  time do not  believe  that it will  have a  material
effect on our results of operations or financial position.

3.   Acquisitions and Development of Rental Properties

In June 2002,  through our  unconsolidated  50% ownership  joint  venture,  TWMB
Associates,  LLC ("TWMB"),  with Rosen-Warren Myrtle Beach LLC ("Rosen-Warren"),
we opened the first phase of our new 400,000 square foot Tanger Outlet Center in
Myrtle Beach, South Carolina.  The first phase consists of approximately 260,000
square feet and features 60 brand name designer outlet stores.

Also in September  2002,  we completed  the  acquisition  of  Kensington  Valley
Factory  Shops,  a  factory  outlet  center  in  Howell,   Michigan   containing
approximately  325,000  square feet,  for an aggregate  purchase  price of $37.5
million. The acquisition was accounted for using the purchase method whereby the
purchase price was allocated to assets acquired based on their fair values.  The
results of operations of the acquired property have been included in the results
of operations since the acquisition date.

4.   Investments in Real Estate Joint Ventures

In 2000, we formed a joint venture with C. Randy Warren Jr.,  former Senior Vice
President of Leasing of the Company. The new entity,  Tanger-Warren Development,
LLC  ("Tanger-Warren"),  was  formed to  identify,  acquire  and  develop  sites
exclusively for us. We agreed to be co-managers of Tanger-Warren,  each with 50%
ownership  interest in the joint venture and any entities formed with respect to
a specific  project.  Our investment in Tanger-Warren  amounted to approximately
$6,500 and $9,000 as of December 31, 2002 and 2001, respectively, and the impact
of this joint venture on our results of operations has been insignificant.

In September  2001,  we  established  the TWMB joint venture with respect to our
Myrtle Beach,  South Carolina project with  Rosen-Warren.  We and  Rosen-Warren,
each as 50% owners,  contributed $4.3 million in cash for a total initial equity
in TWMB of $8.6 million.  In September of 2001,  TWMB began  construction on its
first phase of a new 400,000  square foot Tanger  Outlet Center in Myrtle Beach,
South Carolina. The first phase opened 100% leased on June 28, 2002 at a cost of
approximately $35.4 million with approximately  260,000 square feet and 60 brand
name outlet tenants.  In November 2002, we began construction on a 64,000 square
foot second phase which is estimated to cost $6.5 million.  We and  Rosen-Warren
have contributed  approximately $1.1 million each toward this second phase, with
the majority of the contribution being made in the first quarter of 2003.

In conjunction  with the  construction of the center,  TWMB closed on a variable
rate,  construction loan in the amount of $36.2 million with Bank of America, NA
(Agent) and SouthTrust Bank. As of December 31, 2002 the construction loan had a
balance of $25.5 million.  In August of 2002, TWMB entered into an interest rate
swap  agreement  with Bank of America,  NA effective  through August 2004 with a
notional amount of $19 million.  Under this agreement,  TWMB receives a floating
interest rate based on the 30 day LIBOR index and pays a fixed  interest rate of
2.49%.  This swap effectively  changes the payment of interest on $19 million of
variable  rate  debt to fixed  rate  debt for the  contract  period at a rate of
4.49%. All debt incurred by this unconsolidated  joint venture is collateralized
by its property as well as joint and several guarantees by Rosen-Warren and us.

                                       F - 9
<PAGE>

Our investment in  unconsolidated  real estate joint  ventures,  of which we own
50%,  was $3.9  million  and $4.2  million  as of  December  31,  2002 and 2001,
respectively.  These investments are recorded initially at cost and subsequently
adjusted  for  our  net  equity  in  the   venture's   income  (loss)  and  cash
contributions and  distributions.  Our investments in real estate joint ventures
are  included in other  assets and are reduced by 50% of the profits  earned for
leasing and development services we provided to the joint ventures.

Summary unaudited  financial  information of joint ventures  accounted for using
the equity method as of December 31, 2002 and 2001 is as follows (in thousands):

Summary Balance Sheets
 - Unconsolidated Joint Ventures:                           2002           2001
------------------------------------------------- --------------- --------------
Assets:
    Investment properties at cost, net                   $32,153        $ 7,348
    Cash and cash equivalents                                514            136
    Deferred charges, net                                  1,751          1,433
    Other assets                                           1,491            766
------------------------------------------------- --------------- --------------
        Total assets                                     $35,909        $ 9,683
================================================= =============== ==============
Liabilities and Owners' Equity:
    Mortgage payable                                     $25,513         $   10
    Construction trade payables                            1,644            586
    Accounts payable and other liabilities                   522            444
------------------------------------------------- --------------- --------------
        Total liabilities                                 27,679          1,040
    Owners' equity                                         8,230          8,643
------------------------------------------------- --------------- --------------
        Total liabilities and owners' equity             $35,909        $ 9,683
================================================= =============== ==============

Summary Statement of Operations - Unconsolidated
Joint Ventures:
                                                                        2002
---------------------------------------------------- -------------------------

Revenues:                                                              $4,119
---------------------------------------------------- -------------------------

Expenses:
   Property operating                                                   1,924
   General and administrative                                              13
   Interest                                                               578
   Depreciation and amortization                                          884
---------------------------------------------------- -------------------------
         Total expenses                                                 3,399
---------------------------------------------------- -------------------------
Net income                                                              $ 720
---------------------------------------------------- -------------------------

Tanger Properties Limited Partnership
share of:
---------------------------------------------------- -------------------------
Net income                                                              $ 392
Depreciation (real estate related)                                      $ 422
---------------------------------------------------- -------------------------

5.   Disposition of Properties

We  completed  the  sale  of two  of  our  non-core  properties  located  in Ft.
Lauderdale,  Florida  and  Bourne,  Massachusetts  in June  and  November  2002,
respectively.  Net proceeds  received  from the sales of these  properties  were
approximately  $19.9 million.  We recorded a gain on sale of real estate of $1.7
million in discontinued operations.

Throughout  2002, we sold five outparcels of land, two of which had related land
leases with  identifiable  cash flows,  at various  properties in our portfolio.
These  sales  totaled  $1.5  million in net  proceeds.  Gains of  $167,000  were
recorded  in other  income  for the  three  land  outparcels  sold and  gains of
$561,000 were recorded in  discontinued  operations for the two outparcels  with
identifiable cash flows as accounted for under FAS 144.


                                       F - 10
<PAGE>

In accordance with FAS 144, effective for financial statements issued for fiscal
years beginning  after December 15, 2001,  results of operations and gain/(loss)
on sales of real  estate  for  properties  with  identifiable  cash  flows  sold
subsequent to December 31, 2001 are reflected in the Statements of Operations as
discontinued  operations  for all periods  presented.  Below is a summary of the
results of operations of these properties  through their respective  disposition
dates (in thousands):
<TABLE>
<CAPTION>

Summary Statements of Operations - Disposed
Properties:
                                                 2002                 2001              2000
------------------------------------ ----------------- -------------------- -----------------

Revenues:
<S>                                           <C>                  <C>               <C>
   Base rentals                               $ 1,225              $ 2,091           $ 2,089
   Expense reimbursements                         399                  709               586
   Other income                                     5                    2                 9
------------------------------------ ----------------- -------------------- -----------------
         Total revenues                         1,629                2,802             2,684
------------------------------------ ----------------- -------------------- -----------------
Expenses:
   Property operating                             411                  673               610
   Depreciation and amortization                  235                  427               423
------------------------------------ ----------------- -------------------- -----------------
         Total expenses                           646                1,100             1,033
------------------------------------ ----------------- -------------------- -----------------
Discontinued operations before gain
   on sale of real estate                         983                1,702             1,651
Gain on sale of outparcels                        561                  ---               ---
Gain on sale of real estate                     1,702                  ---               ---
------------------------------------ ----------------- -------------------- -----------------
Discontinued operations                       $ 3,246              $ 1,702           $ 1,651
------------------------------------ ----------------- -------------------- -----------------
</TABLE>

In June 2000, we sold our centers in Lawrence,  Kansas and McMinnville,  Oregon.
Net proceeds  received  from the sales  totaled $7.1  million.  The combined net
operating income of these two centers represented  approximately 1% of our total
portfolio's operating income.

In  December  2000,  we sold the land and  site  improvements  that the  Stroud,
Oklahoma  center  was  located  on  prior  to its  destruction  in May 1999 by a
tornado.  The net  proceeds  from the sale of this real estate of  approximately
$723,500 were received in January 2001.

As noted above,  FAS 144 applies only to properties  sold subsequent to December
31, 2001. Therefore,  the results of operations and resulting losses on sales of
real  estate  from the  properties  which were sold in 2000 are not  included in
discontinued  operations.  The losses from these property  sales,  totaling $7.0
million  are  included  in  loss  on sale or  disposal  of  real  estate  in the
Statements of Operations.


                                       F - 11
<PAGE>

6.   Deferred Charges

Deferred  charges as of December 31, 2002 and 2001 consists of the following (in
thousands):

                                           2002            2001
--------------------------------- -------------- ---------------
Deferred lease costs                   $ 15,414         $14,467
Deferred financing costs                  8,412           8,210
--------------------------------- -------------- ---------------
                                         23,826          22,677
Accumulated amortization                (13,722)        (11,264)
--------------------------------- -------------- ---------------
                                       $ 10,104        $ 11,413
================================= ============== ===============

Amortization of deferred lease costs for the years ended December 31, 2002, 2001
and 2000 was $1,739,000, $1,642,000 and $1,578,000,  respectively.  Amortization
of deferred  financing  costs,  included in interest expense in the accompanying
Statements of Operations,  for the years ended December 31, 2002,  2001 and 2000
was  $1,209,000,  $1,277,000  and  $1,264,000,  respectively.  During  2001,  we
expensed the  unamortized  financing  costs  totaling  $338,000  related to debt
extinguished  prior to its respective  maturity date. Such amount is shown as an
extraordinary item in the accompanying Statements of Operations.

7.   Related Party Transactions

During 2002,  Stanley K. Tanger,  the Chairman of the Board and Chief  Executive
Officer of the Company,  completed the early  repayment of a $2.5 million demand
note  receivable to the Company  through  accelerated  payments.  In 2001,  also
through  accelerated  payments,  Steven  B.  Tanger,  the  President  and  Chief
Operating  Officer of the Company,  completed the early  repayment of a $845,000
demand note receivable to the Company.

As noted above in Note 4 "Investments in Real Estate Joint  Ventures",  we are a
50% owner of the TWMB  joint  venture.  TWMB  pays us  management,  leasing  and
development  fees for services  provided to the joint  venture.  During 2002, we
recognized  approximately  $74,000 in management fees,  $259,000 in leasing fees
and $76,000 in development fees.

8.   Long-Term Debt
<TABLE>
<CAPTION>

Long-term debt at December 31, 2002 and 2001 consists of the following (in thousands):
                                                                                   2002            2001
------------------------------------------------------------------------- -------------- ---------------
<C>                                              <C>                           <C>             <C>
7.875% Senior, unsecured notes, maturing October 2004                          $ 50,109        $ 60,509
9.125% Senior, unsecured notes, maturing February 2008                          100,000         100,000
Mortgage notes with fixed interest:
   9.77%, maturing April 2005                                                    14,516          14,822
   9.125%, maturing September 2005                                                8,288           8,723
   7.875%, maturing April 2009                                                   62,874          63,968
   7.98%, maturing April 2009                                                    19,036          19,303
   8.86%, maturing September 2010                                                16,207          16,420
Mortgage notes with variable interest:
    LIBOR plus 1.75%, maturing March 2006                                        53,500          53,500
Revolving lines of credit with variable interest rates ranging
   from either prime less .25% to prime or from LIBOR plus
   1.60% to LIBOR plus 1.75%                                                     20,475          20,950
------------------------------------------------------------------------- -------------- ---------------
                                                                              $ 345,005       $ 358,195
========================================================================= ============== ===============
</TABLE>

During 2002, we added an additional  $10 million  revolving  credit  facility to
increase our unsecured lines of credit  borrowing  capacity to $85 million.  All
lines of credit expire in June 2004.  Interest is payable  based on  alternative
interest rate bases at our option.  Certain of our  properties,  which had a net
book value of  approximately  $172.8  million at  December  31,  2002,  serve as
collateral for the fixed and variable rate mortgages.

The lines of credit require the  maintenance of certain  ratios,  including debt
service coverage and leverage,  and limit the payment of distributions such that
distributions  will  not  exceed  funds  from  operations,  as  defined  in  the
agreements,  for the prior  fiscal year on an annual  basis or 95% of funds from
operations on a cumulative  basis.  All five existing  fixed rate mortgage notes
are with insurance companies and contain prepayment penalty clauses.

                                       F - 12
<PAGE>

During 2002, we purchased  primarily at par,  $10.4  million of our  outstanding
7.875% senior, unsecured public notes that mature in October 2004. The purchases
were funded by amounts  available  under our unsecured  lines of credit.  During
2001, we purchased $14.5 million of these notes at par. In total,  $24.9 million
of the October 2004 notes were purchased in 2001 and 2002.

During 2001, we issued $100 million of 9.125% senior,  unsecured notes, maturing
on February 15, 2008.  The net proceeds of $97 million were used to repay all of
the  outstanding  indebtedness  under our $75 million 8.75% notes which were due
March 11, 2001.  The net proceeds  were also used to repay the $20 million LIBOR
plus  2.25% term loan due  January  2002 with  Fleet  National  Bank and Bank of
America.  The  interest  rate  swap  agreements  associated  with this loan were
terminated at a cost of $295,200  which has been  included in interest  expense.
The remaining proceeds were used for general operating purposes.

Maturities of the existing long-term debt are as follows ($ in thousands):

 Year                    Amount            %
 ----------------- ------------- ------------
 2003                   $ 2,519            1
 2004                    73,324           21
 2005                    23,100            7
 2006                    55,668           16
 2007                     2,349            1
 Thereafter             188,045           54
 ----------------- ------------- ------------
                      $ 345,005          100
 ----------------- ------------- ------------


9.   Derivatives and Fair Value of Financial Instruments

In August 2002, TWMB, our 50% unconsolidated joint venture,  entered into a swap
agreement with Bank of America, NA effective through August 2004 with a notional
amount of $19 million.  Under this agreement,  TWMB receives a floating interest
rate based on the 30 day LIBOR  index and pays a fixed  interest  rate of 2.49%.
This swap effectively changes the payment of interest on $19 million of variable
rate debt to fixed  rate  debt for the  contract  period at a rate of 4.49%.  At
December  31,  2002,  TWMB  would  have had to pay  $277,000  to  terminate  the
agreement.

In December 2000, we entered an interest rate swap agreement  effective  through
January  2003 with a notional  amount of $25 million that fixed the 30 day LIBOR
index at 5.97%.  At  December  31,  2002,  we would  have had to pay  $98,000 to
terminate the agreement.

In January  2000,  we entered into  interest  rate swap  agreements  on notional
amounts  totaling  $20.0  million.  In order to fix the interest  rate,  we paid
$162,000.  As  mentioned  above in Note 8, these  agreements  subsequently  were
terminated in February 2001 at a cost of $295,200.

The  carrying  amount of cash  equivalents  approximates  fair  value due to the
short-term  maturities  of  these  financial  instruments.  The  fair  value  of
long-term  debt at December  31, 2002 and 2001,  was  estimated,  at the present
value of future  cash  flows,  discounted  at interest  rates  available  at the
reporting  date  for new  debt of  similar  type  and  remaining  maturity,  was
approximately $349.7 and $358.2 million, respectively.



                                       F - 13
<PAGE>

10.  Partners' Equity

In September 2002, the Company  completed a public offering of 1,000,000  common
shares at a price of $29.25 per share,  receiving net proceeds of  approximately
$28.0 million,  which were contributed to the Operating  Partnership in exchange
for 1,000,000 limited  partnership  units. The net proceeds were used,  together
with other  available  funds to acquire the  Kensington  Valley Factory Shops in
Howell,  Michigan mentioned in Note 3 above,  reduce the outstanding  balance on
our lines of credit and for general corporate purposes.

At  December  31,  2002 and  2001,  the  ownership  interests  of the  Operating
Partnership consisted of the following:

                                           2002           2001
          ----------------------- -------------- --------------
          Preferred units                80,190         80,600
          ----------------------- -------------- --------------
          Common units:
             General partner            150,000        150,000
             Limited partners        11,944,330     10,813,016
          ----------------------- -------------- --------------
               Total                 12,094,330     10,963,016
          ======================= ============== ==============

The Company's Series A Cumulative  Convertible  Redeemable Preferred Shares (the
"Preferred  Shares")  were  sold  to the  public  during  1993  in the  form  of
Depositary  Shares,  each representing 1/10 of a Preferred Share.  Proceeds from
this offering,  net of underwriters  discount and estimated  offering  expenses,
were   contributed  to  the  Operating   Partnership  in  return  for  preferred
partnership Units. The Preferred Shares have a liquidation preference equivalent
to $25 per Depositary Share and dividends  accumulate per Depositary Share equal
to the greater of (i) $1.575 per year or (ii) the dividends on the common shares
or portion thereof, into which a depositary share is convertible.  The Preferred
Shares rank senior to the common  shares in respect of dividend and  liquidation
rights.

The  Preferred  Shares are  convertible  at the option of the holder at any time
into  common  shares  at a rate  equivalent  to  .901  common  shares  for  each
Depositary Share.  Preferred partnership Units are automatically  converted into
limited  partnership  Units to the  extent of any  conversion  of the  Company's
Series A Preferred  Shares into the  Company's  common  shares.  At December 31,
2002,  722,509  common shares of the Company (and 722,509 Units of the Operating
Partnership)  were  reserved  for  the  conversion  of  Depositary  Shares  (and
Preferred Units).  The Preferred Shares and Depositary Shares may be redeemed at
the option of the Company, in whole or in part, at a redemption price of $25 per
Depositary Share, plus accrued and unpaid dividends.


                                       F - 14
<PAGE>

11.  Earnings Per Unit

A reconciliation  of the numerators and  denominators in computing  earnings per
unit in accordance  with  Statement of Financial  Accounting  Standards No. 128,
"Earnings per Share",  for the years ended  December 31, 2002,  2001 and 2000 is
set forth as follows (in thousands, except per unit amounts):
<TABLE>
<CAPTION>
                                                                           2002             2001          2000
---------------------- -------------------------------------------- ------------ ---------------- -------------
NUMERATOR:
<S>                                                                     <C>               <C>         <C>
   Income from continuing operations                                    $11,034          $ 7,790      $ 10,598
   Less applicable preferred unit distributions                          (1,771)          (1,771)       (1,823)
------------------------------------------------------------------- ------------ ---------------- -------------
   Income from continuing operations available
     to common unitholders - basic and diluted                            9,263            6,019         8,775
   Discontinued operations                                                3,246            1,702         1,651
   (Loss) on sale or disposal of real estate                                ---              ---        (6,981)
   Extraordinary item - early extinguishments of debt                       ---             (338)          ---
------------------------------------------------------------------- ------------ ---------------- -------------
   Net income available to common unitholders-
     basic and diluted                                                  $12,509          $ 7,383       $ 3,445
------------------------------------------------------------------- ------------ ---------------- -------------
DENOMINATOR:
   Basic weighted average common units                                   11,356           10,959        10,928
   Effect of outstanding unit options                                       183               21            25
------------------------------------------------------------------- ------------ ---------------- -------------
   Diluted weighted average common units                                 11,539           10,980        10,953
------------------------------------------------------------------- ------------ ---------------- -------------

Basic earnings per common unit:
   Income from continuing operations                                      $ .82            $ .55         $ .80
   Discontinued operations                                                  .29              .15           .15
   (Loss) on sale or disposal of real estate                                ---              ---          (.63)
   Extraordinary item - early extinguishments of debt                       ---            (.03)           ---
------------------------------------------------------------------- ------------ ---------------- -------------
   Net income                                                             $1.11            $ .67         $ .32
------------------------------------------------------------------- ------------ ---------------- -------------

Diluted earnings per common unit:
   Income from continuing operations                                      $ .80            $ .55         $ .80
   Discontinued operations                                                  .28              .15           .15
   (Loss) on sale or disposal of real estate                                ---              ---          (.64)
   Extraordinary item - early extinguishments of debt                       ---             (.03)          ---
------------------------------------------------------------------- ------------ ---------------- -------------
   Net income                                                             $1.08            $ .67         $ .31
------------------------------------------------------------------- ------------ ---------------- -------------
</TABLE>

Options to purchase units excluded from the computation of diluted  earnings per
unit during 2002,  2001 and 2000 because the exercise price was greater than the
average market price of the Company's common shares totaled  211,000,  1,190,000
and 1,198,000 units, respectively. The assumed conversion of the preferred units
as of the beginning of each year would have been anti-dilutive.

12.  Employee Benefit Plans

The Company has a  non-qualified  and  incentive  share  option plan ("The Share
Option Plan") and the Operating Partnership has a non-qualified Unit option plan
("The Unit Option  Plan").  Units  received  upon  exercise of Unit  options are
exchangeable  for  common  shares  of the  Company.  The  Operating  Partnership
accounts for these plans under APB Opinion No. 25,  under which no  compensation
cost has been recognized.

                                       F - 15
<PAGE>

Had compensation  cost for these plans been determined for options granted since
January 1, 1995  consistent  with FAS 123,  our net income and earnings per unit
would have been reduced to the following pro forma amounts (in thousands, except
per unit amounts):


                                    2002              2001             2000
-------------- ------------- ------------ ----------------- ----------------

Net income:    As reported       $14,280           $ 9,154           $5,268
               Pro forma          14,120             8,925           $4,985

Basic EPS:     As reported       $  1.11            $  .67           $  .32
               Pro forma         $  1.09            $  .65           $  .29

Diluted EPS:   As reported       $  1.08            $  .67           $  .31
               Pro forma         $  1.07            $  .65           $  .29

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions used for the grant in 2000: expected dividend yield of 11%; expected
lives ranging from 5 years to 7 years; expected volatility of 23%; and risk-free
interest rates ranging from 6.17% to 6.61%.  There were no option grants in 2002
and 2001.

The Company and the Operating  Partnership may issue up to a combined  1,750,000
shares  and units  under  the  Company's  Share  Option  Plan and the  Operating
Partnership's  Unit Option Plan. The Company and the Operating  Partnership have
granted 1,519,800 options, net of options forfeited,  through December 31, 2002.
Under both plans,  the option exercise price is determined by the Share and Unit
Option Committee of the Board of Directors. Non-qualified share and Unit options
granted  expire 10 years  from the date of grant and 20% of the  options  become
exercisable in each of the first five years commencing one year from the date of
grant.

Options  outstanding at December 31, 2002 have exercise  prices between  $18.625
and  $30.50,  with a weighted  average  exercise  price of $23.84 and a weighted
average remaining contractual life of 3.58 years.

A summary of the status of the Unit Option Plan at December 31,  2002,  2001 and
2000 and  changes  during  the years then  ended is  presented  in the table and
narrative below:
<TABLE>
<CAPTION>

                                                 2002                         2001                        2000
                                      --------------------------- --------------------------- -----------------------
                                                       Wtd Avg                     Wtd Avg                  Wtd Avg
                                           Units       Ex Price       Units        Ex Price       Units     Ex Price
------------------------------------- ------------- ------------- ------------ -------------- ----------- -----------
<S>                                      <C>           <C>          <C>             <C>         <C>          <C>
Outstanding at beginning                 1,387,430     $ 23.68      1,406,870       $ 23.63     1,227,490    $ 24.55
   of year
Granted                                        ---         ---            ---           ---       225,200      18.63
Exercised                                 (124,620)      21.87       (10,800)         18.63           ---        ---
Forfeited                                   (9,510)      25.45         (8,640)        23.66      (45,820)      23.72
------------------------------------- -------------- ---------- -------------- ------------- ------------- ----------
Outstanding at end of year                1,253,300    $ 23.84      1,387,430       $ 23.68     1,406,870    $ 23.63
------------------------------------- -------------- ---------- -------------- ------------- ------------- ----------
Exercisable at end of year                1,001,480    $ 24.37      1,006,490       $ 24.16       858,230    $ 24.19
Weighted average fair value
   of options granted                          $---                     $ ---                      $ 1.20
</TABLE>

We have a qualified  retirement plan, with a salary deferral feature designed to
qualify  under  Section  401 of the  Code  (the  "401(k)  Plan"),  which  covers
substantially  all of our  officers and  employees.  The 401(k) Plan permits our
employees,  in accordance  with the provisions of Section 401(k) of the Code, to
defer up to 20% of their  eligible  compensation  on a pre-tax  basis subject to
certain maximum amounts. Employee contributions are fully vested and are matched
by us at a rate  of  compensation  deferred  to be  determined  annually  at our
discretion.  The matching  contribution  is subject to vesting  under a schedule
providing for 20% annual vesting starting with the second year of employment and
100% vesting after six years of employment.  The employer matching  contribution
expense for the years 2002, 2001 and 2000 was immaterial.

                                       F - 16
<PAGE>

13.   Asset Write-Down

During  November  2000, we terminated  our contract to purchase  twelve acres of
land in Dania Beach/Ft.  Lauderdale, FL. Because of this event, we wrote off all
development costs associated with the site in Ft. Lauderdale. In addition, other
costs associated with various other  development  activities at other sites were
written off. The total non-cash  charge for abandoned  development  costs in the
fourth quarter of 2000 was $1.8 million.

14.  Other Comprehensive Income

Effective  January 1, 2001,  we adopted  FAS 133.  Upon  adoption  we recorded a
cumulative effect adjustment of $299,500 loss, in other  comprehensive  loss. As
discussed in Note 9,  certain  interest  rate swap  agreements  were  terminated
during  the first  quarter  of 2001 and the other  comprehensive  loss  totaling
$147,000,  recognized at adoption  relating to these agreements was reclassified
to earnings.  In  accordance  with the  provisions of FAS 133, our interest rate
swap agreement and TWMB's  interest rate swap agreement have been  designated as
cash flow  hedges and are  carried on their  respective  balance  sheets at fair
value.  At  December  31,  2002,  the fair value of our hedge is  recorded  as a
liability of $98,000 in accounts  payable and accrued  expenses.  Our portion of
the fair value of TWMB's hedge is recorded as a reduction in investment in joint
ventures of $139,000 in other assets.  For the years ended December 31, 2002 and
2001, the change in the fair value of derivative  instruments  was recorded as a
$875,000 gain and $820,000  loss, to  accumulated  other  comprehensive  income.
Total comprehensive  income for the years ended December 31, 2002 and 2001 is as
follows (in thousands):
<TABLE>
<CAPTION>
                                                                                 2002           2001
----------------------------------------------------------------------- -------------- --------------
Net income                                                                   $ 14,280       $  9,154
----------------------------------------------------------------------- -------------- --------------
     Other comprehensive income (loss):
<S>                                                                             <C>            <C>
        Cumulative effect adjustment of FAS 133 adoption                          ---          (300)
        Reclassification to earnings on termination of cash
             flow hedge                                                           ---            147
        Change in fair value of our portion of TWMB cash
            flow hedge                                                           (139)           ---
        Change in fair value of cash flow hedge                                   875          (820)
----------------------------------------------------------------------- -------------- --------------
           Other comprehensive gain (loss)                                        736          (973)
----------------------------------------------------------------------- -------------- --------------
Total comprehensive income                                                    $15,016       $ 8,181
----------------------------------------------------------------------- -------------- --------------
</TABLE>

15.  Supplementary Income Statement Information

The following amounts are included in property  operating expenses for the years
ended December 31, 2002, 2001 and 2000 (in thousands):


                                        2002          2001         2000
--------------------------------- ------------- ------------ ------------
 Advertising and promotion              $ 9,840      $ 9,206      $ 9,074
Common area maintenance                 13,719       13,078       13,676
Real estate taxes                        8,790        8,359        7,421
Other operating expenses                 3,734        3,327        2,842
--------------------------------- ------------- ------------ ------------
                                      $ 36,083     $ 33,970     $ 33,013
--------------------------------- ------------- ------------ ------------


                                       F - 17
<PAGE>

16.  Lease Agreements

We are the  lessor  of a total of 1,338  stores in our 28  wholly-owned  factory
outlet centers,  under operating leases with initial terms that expire from 2003
to 2019. Most leases are renewable for five years at the lessee's option. Future
minimum lease receipts under non-cancelable  operating leases as of December 31,
2002 are as follows (in thousands):

                       2003                            $ 70,320
                       2004                              59,079
                       2005                              44,573
                       2006                              31,079
                       2007                              19,244
                       Thereafter                        25,909
                       -------------------- --------------------
                                                      $ 250,204
                       -------------------- --------------------

17.  Commitments and Contingencies

We  purchased  the rights to lease land on which two of the outlet  centers  are
situated  for  $1,520,000.  These  leasehold  rights  are being  amortized  on a
straight-line  basis over 30 and 40 year periods.  Accumulated  amortization was
$713,000 and $664,000 at December 31, 2002 and 2001, respectively.

Our non-cancelable  operating leases,  with initial terms in excess of one year,
have terms that  expire  from 2003 to 2085.  Annual  rental  payments  for these
leases  aggregated  $2,437,000,  $2,333,000 and $2,023,000,  for the years ended
December 31, 2002, 2001 and 2000,  respectively.  Minimum lease payments for the
next five years and thereafter are as follows (in thousands):

                       2003                             $ 2,551
                       2004                               2,547
                       2005                               2,478
                       2006                               2,441
                       2007                               2,378
                       Thereafter                        73,860
                       ------------------- ---------------------
                                                       $ 86,255
                       ------------------- ---------------------

We are also  subject to legal  proceedings  and claims  which have arisen in the
ordinary  course of its business and have not been finally  adjudicated.  In our
opinion,  the ultimate  resolution of these matters will have no material effect
on our results of operations, financial condition or cash flows.



                                       F - 18
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS
                         ON FINANCIAL STATEMENT SCHEDULE


To the Partners of Tanger Properties Limited Partnership:

Our audits of the financial  statements  referred to in our report dated January
17,  2003  appearing  in  the  2002  Form  10-K  of  Tanger  Properties  Limited
Partnership also included an audit of the financial statement schedule listed in
Item  15(a)(2)  of this Form 10-K.  In our  opinion,  this  financial  statement
schedule  presents fairly, in all material  respects,  the information set forth
therein when read in conjunction with the related financial statements.

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina
January 17, 2003



                                       F - 19
<PAGE>

<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2002
                                 (In thousands)

------------------------------------- -------------- ------------------------ -----------------------
                                                                                 Costs Capitalized
                                                                                   Subsequent to
                                                                                    Acquisition
            Description                              Initial cost to Company      (Improvements)
------------------------------------- -------------- ------------------------ -----------------------


                                                                  Buildings,             Buildings,
   Outlet Center                                                Improvements            Improvements
      Name             Location       Encumbrances     Land      & Fixtures     Land     & Fixtures
----------------- ------------------- -------------- --------- -------------- -------- --------------
<S>               <C>                       <C>        <C>          <C>         <C>          <C>
Barstow           Barstow, CA                    --    $3,672       $ 12,533    $ ---        $ 1,226
----------------- ------------------- -------------- --------- -------------- -------- --------------
Blowing Rock      Blowing Rock, NC          $ 9,655     1,963          9,424      ---          2,250
----------------- ------------------- -------------- --------- -------------- -------- --------------
Boaz              Boaz, AL                      ---       616          2,195      ---          2,251
----------------- ------------------- -------------- --------- -------------- -------- --------------
Branch            North Branch, MN              ---       243          5,644      249          4,072
----------------- ------------------- -------------- --------- -------------- -------- --------------
Branson           Branson, MO                24,000     4,557         25,040      ---          8,345
----------------- ------------------- -------------- --------- -------------- -------- --------------
Casa Grande       Casa Grande, AZ               ---       741          9,091      ---          1,995
----------------- ------------------- -------------- --------- -------------- -------- --------------
Clover            North Conway, NH              ---       393            672      ---            250
----------------- ------------------- -------------- --------- -------------- -------- --------------
Commerce I        Commerce, GA                8,288       755          3,511      492          9,467
----------------- ------------------- -------------- --------- -------------- -------- --------------
Commerce II       Commerce, GA               29,500     1,262         14,046      541         18,072
----------------- ------------------- -------------- --------- -------------- -------- --------------
Dalton            Dalton, GA                 11,133     1,641         15,596      ---            552
----------------- ------------------- -------------- --------- -------------- -------- --------------
Gonzales          Gonzales, LA                  ---       718         15,895       17          5,285
----------------- ------------------- -------------- --------- -------------- -------- --------------
Howell            Howell, MI                    ---     2,250         35,250      ---            226
----------------- ------------------- -------------- --------- -------------- -------- --------------
Kittery-I         Kittery, ME                 6,335     1,242          2,961      229          1,346
----------------- ------------------- -------------- --------- -------------- -------- --------------
Kittery-II        Kittery, ME                   ---       921          1,835      529            610
----------------- ------------------- -------------- --------- -------------- -------- --------------
Lancaster         Lancaster, PA              14,516     3,691         19,907      ---         11,321
----------------- ------------------- -------------- --------- -------------- -------- --------------
LL Bean           North Conway, NH              ---     1,894          3,351      ---          1,137
----------------- ------------------- -------------- --------- -------------- -------- --------------
Locust Grove      Locust Grove, GA              ---     2,558         11,801      ---          8,404
----------------- ------------------- -------------- --------- -------------- -------- --------------
Martinsburg       Martinsburg, WV               ---       800          2,812      ---          1,495
----------------- ------------------- -------------- --------- -------------- -------- --------------
Nags Head         Nags Head, NC               6,552     1,853          6,679      ---          1,910
----------------- ------------------- -------------- --------- -------------- -------- --------------
Pigeon Forge      Pigeon Forge, TN              ---       299          2,508      ---          2,068
----------------- ------------------- -------------- --------- -------------- -------- --------------
Riverhead         Riverhead, NY                 ---       ---         36,374    6,152         73,585
----------------- ------------------- -------------- --------- -------------- -------- --------------
San Marcos        San Marcos, TX             37,946     1,801          9,440       18         35,755
----------------- ------------------- -------------- --------- -------------- -------- --------------
Sanibel           Sanibel, FL                   ---     4,916         23,196      ---          3,052
----------------- ------------------- -------------- --------- -------------- -------- --------------
Sevierville       Sevierville, TN               ---       ---         18,495      ---         26,213
----------------- ------------------- -------------- --------- -------------- -------- --------------
Seymour           Seymour, IN                   ---     1,590         13,249      ---            721
----------------- ------------------- -------------- --------- -------------- -------- --------------
Terrell           Terrell, TX                   ---       778         13,432      ---          6,484
----------------- ------------------- -------------- --------- -------------- -------- --------------
West Branch       West Branch, MI             7,067       350          3,428      121          5,257
----------------- ------------------- -------------- --------- -------------- -------- --------------
Williamsburg      Williamsburg, IA           19,429       706          6,781      716         12,630
----------------- ------------------- -------------- --------- -------------- -------- --------------
                                          $ 174,421   $42,210       $325,146   $9,064       $245,979
----------------- ------------------- -------------- --------- -------------- -------- --------------
</TABLE>
                                     F -20
<PAGE>
<TABLE>
<CAPTION>

                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2002
                                 (In thousands)

------------------------------------- -------------------------------------- ------------- ------------- --------------

                                       Gross Amount Carried at Close of
                                                      Period
            Description                           12/31/02 (1)
------------------------------------- -------------------------------------- ------------- ------------- --------------
                                                                                                          Life Used to
                                                                                                            Compute
                                                   Buildings,                                             Depreciation
   Outlet Center                                  Improvements               Accumulated     Date of       in Income
      Name             Location          Land       & Fixtures       Total   Depreciation  Construction    Statement
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
<S>               <C>                   <C>            <C>          <C>            <C>         <C>            <C>
Barstow           Barstow, CA           $3,672         $13,759      $17,431        $5,316      1995           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Blowing Rock      Blowing Rock, NC       1,963          11,674       13,637         2,156    1997 (3)         (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Boaz              Boaz, AL                 616           4,446        5,062         2,417      1988           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Branch            North Branch, MN         492           9,716       10,208         4,760      1992           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Branson           Branson, MO            4,557          33,385       37,943        12,820      1994           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Casa Grande       Casa Grande, AZ          741          11,086       11,827         5,755      1992           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Clover            North Conway, NH         393             922        1,315           588      1987           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Commerce I        Commerce, GA           1,247          12,978       14,225         5,818      1989           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Commerce II       Commerce, GA           1,803          32,118       33,921         9,627      1995           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Dalton            Dalton, GA             1,641          16,148       17,789         2,592    1998 (3)         (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Gonzales          Gonzales, LA             735          21,180       21,915        10,132      1992           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Howell            Howell, MI             2,250          35,476       37,726           388    2002 (3)         (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Kittery-I         Kittery, ME            1,471           4,307        5,778         2,758      1986           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Kittery-II        Kittery, ME            1,450           2,445        3,895         1,233      1989           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Lancaster         Lancaster, PA          3,691          31,228       34,919        10,398    1994 (3)         (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
LL Bean           North Conway, NH       1,894           4,488        6,382         2,472      1988           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Locust Grove      Locust Grove, GA       2,558          20,205       22,763         7,447      1994           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Martinsburg       Martinsburg, WV          800           4,307        5,107         2,439      1987           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Nags Head         Nags Head, NC          1,853           8,589       10,442         1,974    1997 (3)         (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Pigeon Forge      Pigeon Forge, TN         299           4,576        4,875         2,527      1988           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Riverhead         Riverhead, NY          6,152         109,959      116,111        29,259      1993           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
San Marcos        San Marcos, TX         1,819          45,195       47,014        11,036      1993           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Sanibel           Sanibel, FL            4,916          26,248       31,164         3,823    1998 (3)         (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Sevierville       Sevierville, TN          ---          44,708       44,708         8,970    1997 (3)         (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Seymour           Seymour, IN            1,590          13,970       15,560         6,064      1994           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Terrell           Terrell, TX              778          19,916       20,694         7,769      1994           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
West Branch       West Branch, MI          471           8,685        9,156         3,944      1991           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
Williamsburg      Williamsburg, IA       1,422          19,411       20,832         9,717      1991           (2)
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
                                       $51,274        $571,125     $622,399      $174,199
----------------- ------------------- --------- --------------- ------------ ------------- ------------- --------------
(1)  Aggregate   cost  for  federal   income  tax   purposes  is   approximately
     $642,559,000

(2)  The Operating Partnership generally uses estimated lives ranging from 25 to
     33 years for buildings and 15 years for land improvements. Tenant finishing
     allowances are depreciated over the initial lease term.

(3)Represents year acquired
</TABLE>

                                       F - 21
<PAGE>



                      TANGER PROPERTIES LIMITED PARTNERSHIP
                           SCHEDULE III - (Continued)
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2002
                                 (In Thousands)

The changes in total real estate for the three years ended December 31, 2002 are
as follows:

                                      2002             2001              2000
                             -------------- ---------------- -----------------
 Balance, beginning of year       $599,266         $584,928          $566,216
 Acquisition of real estate         37,500              ---               ---
 Improvements                        5,324           14,338            39,701
 Dispositions and other           (19,691)              ---          (20,989)
                             -------------- ---------------- -----------------
 Balance, end of year             $622,399         $599,266          $584,928
                             ============== ================ =================


The changes in accumulated  depreciation  for the three years ended December 31,
2002 are as follows:

                                      2002             2001             2000
                             -------------- ---------------- ----------------
Balance, beginning of year       $ 148,950        $ 122,365         $104,511
Depreciation for the period         26,906           26,585           24,239
Dispositions and other             (1,657)              ---          (6,385)
                             -------------- ---------------- ----------------
Balance, end of year              $174,199         $148,950         $122,365
                             ============== ================ ================


                                       F - 22