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, 2001
                                       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 17, 2002.


                                       1
<PAGE>

PART I

Item 1.   Business

The Operating Partnership

Tanger Properties  Limited  Partnership (the "Operating  Partnership"),  a North
Carolina  limited  partnership,  focuses  exclusively on developing,  acquiring,
owning and operating  factory outlet centers.  Since entering the factory outlet
center  business  21 years ago,  we have  become one of the  largest  owners and
operators of factory  outlet  centers in the United  States.  As of December 31,
2001, we owned and operated 29 centers with a total gross  leasable area ("GLA")
of approximately  5.3 million square feet. These centers were  approximately 96%
occupied,  contained  approximately  1,150 stores and represented over 250 store
brands as of such date.

We are controlled by Tanger  Factory  Outlet  Centers,  Inc. (the  "Company),  a
fully-integrated,  self administered,  self managed real estate investment trust
("REIT") as the sole shareholder of our general partner,  Tanger GP Trust. Prior
to 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.
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, 2001, the Tanger GP Trust owned 150,000 Units,  the Tanger LP
Trust owned 7,779,711  Units,  and 80,600 Preferred Units (which are convertible
into approximately  726,203 limited  partnership Units) and TFLP owned 3,033,305
Units. TFLP's Units are exchangeable, subject to certain limitations to preserve
the Company's 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.  Management  of the  Company  beneficially  owns
approximately  27% of all  outstanding  common  shares  (assuming  the  Series A
Preferred Shares and the limited partner's Units are exchanged for common shares
but  without  giving  effect  to the  exercise  of  any  outstanding  stock  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 our 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.

                                       2
<PAGE>

Recent Developments

At December 31, 2001, we owned 29 centers in 20 states totaling 5,332,000 square
feet of  operating  GLA compared to 29 centers in 20 states  totaling  5,179,000
square feet of operating GLA as of December 31, 2000.  The increase is primarily
due to the completion of the expansion at our San Marcos, TX center during 2001.
The center now contains over 441,000 square feet of gross leasable space.

In  September  2001,  we  established  a  50%  ownership  joint  venture,   TWMB
Associates,  LLC  ("TWMB"),  with respect to our Myrtle  Beach,  South  Carolina
project  with  Rosen-Warren   Myrtle  Beach  LLC   ("Rosen-Warren")   and  began
construction  on the first  phase of a new 400,000  square  foot  Tanger  Outlet
Center in Myrtle  Beach,  SC.  The first  phase will  consist  of  approximately
260,000  square feet and include over 50 brand name outlet  tenants.  Stores are
tentatively  expected  to  begin  opening  in July of  2002.  See  "Management's
Discussion and Analysis of Financial Condition and Results of  Operations--Joint
Ventures and Other  Developments"  for a discussion of the formation and purpose
of TWMB.

We have an option to purchase the retail  portion of a site at the Bourne Bridge
Rotary in Cape  Cod,  Massachusetts.  Obtaining  appropriate  approvals  for the
Bourne  project  from the local  authorities  continues  to be a  challenge  and
consequently,  we are reviewing the  viability of  maintaining  an option on the
property.

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 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 funds from operations.

During 2001, we continued to maintain strong relationships with multiple sources
of capital. We completed the following debt transactions during the year:

o    In February 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 the $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  remaining  proceeds  were used for general
     operating purposes.

o    In March 2001, we entered into a five year  collateralized  loan with Wells
     Fargo  Bank for $24  million at a variable  rate of LIBOR plus  1.75%.  The
     proceeds were used to reduce  amounts  outstanding  under existing lines of
     credit.  Additionally,  on March 26, 2001, we extended the maturity date of
     our existing  $29.5  million term loan with Wells Fargo Bank from July 2005
     to March 2006.

o    In May 2001,  we entered into an eight year  collateralized  loan with John
     Hancock Life Insurance Company for $19.45 million at a fixed rate of 7.98%.
     The proceeds were used to reduce amounts  outstanding  under existing lines
     of credit.

o    We extended the maturities of our three  unsecured lines of credit totaling
     $75 million with Bank of America,  Fleet National Bank and SouthTrust  Bank
     until June 30, 2003.

During the fourth  quarter of 2001,  we  purchased  at par  approximately  $14.5
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  which do not  mature  until  June  2003 as  mentioned  above.
Additionally  during the first  quarter  of 2002,  we have  purchased  at par or
below,  an additional  $4.9 million of the October 2004 notes bringing the total
purchased to $19.4 million.

                                       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.  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,  2002,  we had a  diverse  tenant  base  comprised  of over 250
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 2001, 2000 and 1999. As of March 1,
2002, our largest  tenant,  including all of its store  concepts,  accounted for
approximately  6.3% 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 2001.  Revenues  from  contingent
sources,  such as percentage  rents,  vending income and  miscellaneous  income,
accounted  for  approximately  7% of 2001  revenues.  As a  result,  only  small
portions of our revenues are dependent on contingent revenue sources.

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.

                                       4
<PAGE>

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, we completed our initial
public offering  ("IPO"),  making Tanger Factory Outlet Centers,  Inc. the first
publicly traded outlet center company. Since our IPO, we have developed nine and
acquired seven centers and,  together with expansions of existing centers net of
centers disposed of, added  approximately  3.8 million square feet of GLA to our
portfolio,  bringing our  portfolio of  properties as of December 31, 2001 to 29
centers totaling approximately 5.3 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.

Effective  August 7, 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.

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 will vary our minimum conditions based on the particular
characteristics  of a  site,  especially  if the  site is  located  near or at a
tourist  destination.  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 eight years.
At the same time,  we  continue to have a low payout  ratio,  which for the year
ended December 31, 2001, was 75%. As a result,  we retained  approximately  $9.3
million of our 2001 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.

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 best  interest  and our  unitholders'  interests.  During  the  second
quarter of 2001, we amended our shelf  registration  for the ability to issue up
to $200 million in debt and $200 million in equity  securities.  The Company and
we may also consider  selling certain  properties that do not meet our long-term
investment  criteria as well as  outparcels  on existing  properties to generate
capital to reinvest into other attractive investment opportunities.

We maintain  unsecured,  revolving  lines of credit that  provide for  unsecured
borrowings up to $75 million.  At December 31, 2001,  amounts  outstanding under
these credit  facilities  totaled $20.95  million.  During 2001, we extended the
maturity of each of our three $25 million lines to June 30, 2003.

                                       5
<PAGE>

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 2002.

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 21 centers.  The  managers
closely  monitor the  operation,  marketing and local  relationships  at each of
their centers.

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 the 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, 2002,  we had 130 full-time  employees,  located at our corporate
headquarters  in North  Carolina,  our  regional  office  in New York and our 21
business  offices.  At that date, we also  employed 146  part-time  employees at
various locations.

Item 2.   Properties

As of March 1, 2002, our portfolio consisted of 29 centers located in 20 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.

                                       6
<PAGE>

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, 2001 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, 2001.

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, we own the land underlying 26 and have ground leases on three. 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  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.

Location of Centers (as of March 1, 2002)
<TABLE>
<CAPTION>

                          Number of         GLA             %
State                      Centers       (sq. ft.)        of GLA
------------------------ ------------- -------------- ---------------
<S>                            <C>           <C>            <C>
Georgia                        4             950,590        18
New York                       1             729,238        14
Texas                          2             618,867        12
Tennessee                      2             448,691         8
Florida                        2             363,789         7
Missouri                       1             277,494         5
Iowa                           1             277,230         5
Pennsylvania                   1             255,059         5
Louisiana                      1             245,098         5
North Carolina                 2             187,702         4
Arizona                        1             184,768         3
Indiana                        1             141,051         3
Minnesota                      1             134,480         2
Michigan                       1             112,420         2
California                     1             105,950         2
Maine                          2              84,397         2
Alabama                        1              80,730         1
New Hampshire                  2              61,915         1
West Virginia                  1              49,252         1
Massachusetts                  1              23,417       ---
------------------------ ------------- -------------- ---------------
   Total                      29           5,332,138       100
======================== ============= ============== ===============
</TABLE>


                                       7
<PAGE>

The table set forth below  summarizes  certain  information  with respect to our
existing centers as of March 1, 2002.
<TABLE>
<CAPTION>
                                                                                       Mortgage
                                                                                         Debt
                                                           GLA              %        Outstanding         Fee or
Date Opened                 Location                    (sq. ft.)        Occupied    (000's) (2)      Ground Lease
------------------- --------------------------------- ----------- ---- ----------- --------------- ---------------------
<S>   <C>           <C>                                   <C>              <C>         <C>                <C>
Jun.  1986          Kittery I, ME                         59,694           100         $ 6,445            Fee
Mar.  1987          Clover, North Conway, NH              11,000           100             ---            Fee
Nov.  1987          Martinsburg, WV                       49,252            73             ---            Fee
Apr.  1988          LL Bean, North Conway, NH             50,915           100             ---            Fee
Jul.  1988          Pigeon Forge, TN                      94,750            96             ---       Ground Lease
Aug.  1988          Boaz, AL                              80,730            93             ---            Fee
Jun.  1988          Kittery II, ME                        24,703            94             ---            Fee
Jul.  1989          Commerce, GA                         185,750            78           8,723            Fee
Oct.  1989          Bourne, MA                            23,417           100             ---            Fee
Feb.  1991          West Branch, MI                      112,420           100           7,190            Fee
May   1991          Williamsburg, IA                     277,230            95          19,767            Fee
Feb.  1992          Casa Grande, AZ                      184,768            90             ---            Fee
Dec. 1992           North Branch, MN                     134,480            98             ---            Fee
Feb.  1993          Gonzales, LA                         245,098            97             ---            Fee
May   1993          San Marcos, TX                       441,432            97          38,542            Fee
Aug.  1994          Riverhead, NY                        729,238            98             ---     Ground Lease (1)
Aug.  1994          Terrell, TX                          177,435            96             ---            Fee
Sep.  1994          Seymour, IN                          141,051            73             ---            Fee
Oct.  1994 (3)      Lancaster, PA                        255,059            94          14,822            Fee
Nov.  1994          Branson, MO                          277,494            93          24,000            Fee
Nov.  1994          Locust Grove, GA                     248,854            97             ---            Fee
Jan.  1995          Barstow, CA                          105,950            62             ---            Fee
Dec.  1995          Commerce II, GA                      342,556            95          29,500            Fee
Feb.  1997 (3)      Sevierville, TN                      353,941           100             ---       Ground Lease
Sept. 1997 (3)      Blowing Rock, NC                     105,448           100           9,782            Fee
Sep.  1997 (3)      Nags Head, NC                         82,254           100           6,638            Fee
Mar.  1998 (3)      Dalton, GA                           173,430            94          11,327            Fee
Jul.  1998 (3)      Fort Meyers, FL                      198,789            97             ---            Fee
Nov. 1999 (3)       Fort Lauderdale, FL                  165,000           100             ---            Fee
------------------- -------------------------------- ------------ ---- -------- --------------- ------------------------
   Total                                               5,332,138            95       $ 176,736
=================== ================================ ============ ==== ======== =============== ========================

(1)  The  original  Riverhead  center is subject to a ground  lease which may be
     renewed at our option for up to seven  additional terms of five years each.
     We own the land on which the Riverhead center expansion is located.
(2)  As of December 31, 2001.  The average  interest  rate,  including loan cost
     amortization,  for average debt outstanding for the year ended December 31,
     2001 was 8.8% and the weighted average maturity date was March 2007.
(3)  Represents date acquired by us.
</TABLE>

                                       8
<PAGE>

Lease Expirations

The  following  table sets  forth,  as of December  31,  2001,  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>
         2002                   207            757,000 (3)     $ 12.99         $9,828           14
         2003                   200             848,000          14.27         12,103           17
         2004                   232             977,000          14.09         13,763           20
         2005                   164             736,000          15.26         11,243           16
         2006                   162             682,000          16.22         11,067           16
         2007                    75             326,000          14.85          4,837            7
         2008                    13              76,000          15.91          1,212            2
         2009                     9              86,000          10.68            917            1
         2010                    10              59,000          13.28            780            1
         2011                    10              83,000          11.79            984            1
   2012 & thereafter             24             347,000           9.45          3,281            5
------------------------ ----------- ----------------------- ---------- -------------- ------------------
         Total                1,106           4,977,000        $ 14.07       $ 70,015          100
======================== =========== ======================= ========== ============== ==================

(1)  Excludes  leases that have been  entered  into but which tenant has not yet
     taken   possession,   vacant   suites,   space   under   construction   and
     month-to-month  leases  totaling  in the  aggregate  approximately  355,000
     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 December 31,  2001,  approximately  170,000  square feet of the total
     scheduled to expire in 2002 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>
     2001                  684,166             13                560,195           82             55,362           8
     2000                  690,263             13                520,030           75             67,916          10
     1999                  715,197             14                606,450           85             22,882           3
     1998                  548,504             11                407,837           74             38,526           7
     1997                  238,250              5                195,380           82             18,600           8
</TABLE>


                                       9
<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>
    2001        560,195        $14.08         $14.89         6           268,888        $14.90          $16.43         10
    2000        520,030         13.66          14.18         4           302,724         14.68           15.64          7
    1999        606,450         14.36         14.36         --           240,851         15.51           16.57          7
    1998        407,387         13.83         14.07          2           220,890         15.33           13.87         (9)
    1997        195,380         14.21         14.41          1           171,421         14.59           13.42         (8)
---------------------
(1)  The square footage  released to new tenants for 2001,  2000, 1999, 1998 and
     1997  contains  55,362,  67,916,  22,882,  38,526 and 18,600  square  feet,
     respectively,  that was  released  to new  tenants  upon  expiration  of an
     existing lease during the current year.
</TABLE>

The following  table shows certain  information on rents and occupancy rates for
the centers during each of the last five calendar years.
<TABLE>
<CAPTION>

                                       Average                GLA Open at                                  Aggregate
                     %             Annualized Base            End of Each            Number of            Percentage
   Year         Leased(1)       Rent per sq. ft. (2)             Year                 Centers            Rents (000's)
------------    -----------    ------------------------    ------------------     -----------------     ----------------
   <S>              <C>                 <C>                    <C>                       <C>                 <C>
   2001             96                  $14.22                 5,332,000                 29                  $2,735
   2000             96                   13.97                 5,179,000                 29                   3,253
   1999             97                   13.85                 5,149,000                 31                   3,141
   1998             97                   13.88                 5,011,000                 31                   3,087
   1997             98                   14.04                 4,458,000                 30                   2,637
---------------------
(1)  As of December 31st of each year shown.
(2)  Represents total base rental revenue divided by Weighted Average GLA of the
     portfolio,  which amount does not take into  consideration  fluctuations in
     occupancy throughout the 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.
<TABLE>
<CAPTION>
                                           Occupancy Costs as a
                      Year                   % of Tenant Sales
          ------------------------------ --------------------------
<S>                   <C>                            <C>
                      2001                           7.1
                      2000                           7.4
                      1999                           7.8
                      1998                           7.9
                      1997                           8.2
</TABLE>
                                       10
<PAGE>

Tenants

The  following  table sets forth  certain  information  with  respect to our ten
largest tenants and their store concepts as of March 1, 2002.
<TABLE>
<CAPTION>

                                                Number          GLA          % of Total
Tenant                                        of Stores      (sq. ft.)          GLA
-------------------------------------------- ------------- ------------- ------------------
The Gap, Inc.:
<S>                                               <C>         <C>               <C>
     GAP                                          17          148,702           2.8
     Old Navy                                     11          147,641           2.8
     Banana Republic                               6           41,324           0.8
                                             -------- ---------------- --------------------
                                                  34          337,667           6.3

Liz Claiborne:
     Liz Claiborne                                23          255,868           4.8
     Elizabeth                                     8           28,894           0.5
     DKNY Jeans                                    3            8,820           0.2
     Dana Buchman                                  3            6,600           0.1
     Laundry                                       2            4,333           0.1
     Special Brands By Liz Claiborne               1            3,780           0.1
     Claiborne Mens                                1            3,100           0.1
                                             -------- ---------------- --------------------
                                                  41          311,395           5.9

Phillips-Van Heusen Corporation:
     Bass Shoe                                    20          134,166           2.5
     Van Heusen                                   20           85,197           1.6
     Geoffrey Beene Co. Store                     11           41,992           0.8
     Izod                                         14           32,017           0.6
                                             -------- ---------------- --------------------
                                                  65          293,372           5.5

Reebok International, Ltd.:
     Reebok                                       19          153,461           2.9
     Rockport                                      4           11,900           0.2
     Greg Norman                                   1            3,000           0.1
                                             -------- ---------------- --------------------
                                                  24          168,361           3.2

Bass Pro Outdoor World                             1          165,000           3.1

Dress Barn Inc.                                   18          123,822           2.3

Sara Lee Corporation:
     L'eggs, Hanes, Bali                          24          103,809           1.9
     Socks Galore                                  5            6,230           0.1
     Understatements                               1            3,000           0.1
                                             -------- ---------------- --------------------
                                                  30          113,039           2.1

American Commercial, Inc:
     Mikasa Factory Store                         13          103,480           1.9

Brown Group Retail, Inc:
     Factory Brand Shoe                           14           81,380           1.5
     Naturalizer                                   6           16,040           0.3
                                             -------- ---------------- --------------------
                                                  20           97,420           1.8

Polo Ralph Lauren:
     Polo Ralph Lauren                             9           74,366           1.4
     Polo Jeans                                    4           15,000           0.3
     Club Monaco                                   1            3,885           0.1
                                             -------- ---------------- --------------------
                                                  14           93,251           1.8

-------------------------------------------- -------- ---------------- --------------------
Total of all tenants listed in table             260        1,806,807           33.9
============================================ ======== ================ ====================
</TABLE>

                                       11
<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  20% of our total  assets and 20% of our gross  revenue for the year
ended December 31, 2001. 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 2001,  2000  and  1999  was  99%,  94% and 99%.
Average  annualized  base rental rates  during 2001,  2000 and 1999 were $18.68,
$19.72 and $19.15 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,
2001, the net federal tax basis of this center was approximately  $84.9 million.
Real estate taxes  assessed on this center during 2001 amounted to $3.3 million.
Real estate taxes for 2002 are estimated to be approximately $3.4 million.

The  following  table sets  forth,  as of December  31,  2001,  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>
2002                               34               112,783            $ 21.58        $  2,434              18
2003                               18                80,050              19.51           1,562              11
2004                               35               153,355              19.59           3,004              22
2005                               16                84,355              20.35           1,717              13
2006                               13                39,430              23.21             915               7
2007                               31               110,000              21.34           2,347              17
2008                                4                20,500              21.06             432               3
2009                                2                37,751              10.27             388               3
2010                               --                    --                 --              --              --
2011                                2                31,000              12.31             382               3
2012 and thereafter                 4                48,000              10.19             489               3
---------------------------- --------- --------------------- ------------------ --------------- --------------------
Total                             159               717,224            $ 19.06        $ 13,670              100
============================ ========= ===================== ================== =============== ====================

(1)  Excludes  leases that have been entered into but which tenant has not taken
     possession, vacant suites and month-to-month leases.
(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, 2001.


                                       12
<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          78    Founder, Chairman of the Board of Directors
                                      and Chief Executive Officer
Steven B. Tanger           53    Director, President and Chief Operating Officer
Rochelle G. Simpson        63    Secretary and Executive Vice President -
                                      Administration and Finance
Willard A. Chafin, Jr      64    Executive Vice President - Leasing,
                                      Site Selection, Operations and Marketing
Frank C. Marchisello, Jr   43    Senior Vice President - Chief Financial Officer
Joseph H. Nehmen           53    Senior Vice President - Operations
Carrie A. Warren           39    Senior Vice President - Marketing
Virginia R. Summerell      43    Treasurer and Assistant Secretary
Kevin M. Dillon            43    Vice President - Construction
Lisa J. Morrison           42    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.

                                       13
<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  in October
1997.  Previously,  he held  the  position  of  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.

                                       14
<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,
2001, the Company's  wholly-owned  subsidiaries  owned 7,929,711  Units,  80,600
Preferred  Units  (which are  convertible  into  approximately  726,203  limited
partnership Units) and TFLP owned 3,033,305 Units as a limited partner.

We made distributions per partnership unit during 2001 and 2000 as follows:
<TABLE>
<CAPTION>

                                              2001               2000
    ----------------------------------- -------------- -----------------
<S>                                        <C>                <C>
    First Quarter                          $ .6075            $ .6050
    Second Quarter                           .6100              .6075
    Third Quarter                            .6100              .6075
    Fourth Quarter                           .6100              .6075
    ----------------------------------- ---------------- ------------------
                                           $2.4375            $2.4275
    ----------------------------------- ---------------- ------------------

</TABLE>

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.

                                       15
<PAGE>
<TABLE>
<CAPTION>

Item 6.  Selected Financial Data

                                                2001          2000          1999         1998          1997
------------------------------------------ ------------- ------------- ------------ ------------ --------------
                                                     (In thousands, except per unit and center data)
OPERATING DATA
<S>                                        <C>            <C>           <C>           <C>          <C>
  Total revenues                           $   111,068    $   108,821   $   104,016   $    97,766  $    85,271
  Income before (loss) gain on sale or
   disposal of real estate and
   extraordinary item                            9,492         12,249        17,070        15,109       17,583
  Income before extraordinary item               9,492          5,268        21,211        16,103       17,583
  Net income                                     9,154          5,268        20,866        15,643       17,583

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

UNIT DATA
  Basic:
     Income before extraordinary item      $       .70    $       .32   $      1.77   $      1.30  $      1.57
     Net income                            $       .67    $       .32   $      1.74   $      1.26  $      1.57
     Weighted average units                     10,959         10,928        10,894        10,919       10,061
  Diluted:
     Income before extraordinary item      $       .70    $       .31   $      1.77   $      1.28  $      1.54
     Net income                            $       .67    $       .31   $      1.74   $      1.24  $      1.54
     Weighted average units                     10,979         10,953        10,904        11,040       10,171
  Distributions paid                       $      2.44    $      2.43   $      2.42   $      2.35  $      2.17

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

BALANCE SHEET DATA
  Real estate assets, before depreciation  $   599,266    $   584,928   $   566,216   $   529,247  $   454,708
  Total assets                                 476,079        487,273       489,851       471,568      415,578
  Debt                                         358,195        346,843       329,647       302,485      229,050
  Partners' equity                              97,877        117,974       141,054       149,363      160,525

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

OTHER DATA
  EBITDA (1)                               $    68,198    $    67,832   $    66,133   $    61,991  $    52,857
  Funds from operations (1)                $    37,768    $    38,203   $    41,673   $    37,048  $    35,840
  Cash flows provided by (used in):
     Operating activities                  $    44,616    $    38,420   $    43,169   $    35,791  $    39,232
     Investing activities                  $   (23,269)   $   (25,815)  $   (45,959)  $   (79,236) $   (93,636)
     Financing activities                  $   (21,476)   $     (12,474)$   (3,043)   $    46,172  $    55,444
  Gross leasable area open at year end           5,332          5,179         5,149         5,011        4,458
  Number of centers                                 29             29            31            31           30
-----------------------
(1)  EBITDA and Funds from  Operations  ("FFO")  are widely  accepted  financial
     indicators  used by certain  investors  and analysts to analyze and compare
     companies on the basis of operating performance. EBITDA represents earnings
     before gain (loss) on sale or disposal of real estate,  extraordinary item,
     asset  write-down,   interest  expense,  income  taxes,   depreciation  and
     amortization.  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. We
     caution  that the  calculations  of EBITDA and FFO may vary from  entity to
     entity  and as such the  presentation  of  EBITDA  and FFO by us may not be
     comparable to other similarly titled measures of other reporting companies.
     EBITDA and FFO are not  intended  to  represent  cash flows for the period.
     EBITDA  and FFO have 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>
                                       16
<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.  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,  2001 and 2000,  as well as
December 31, 2000 and 1999. 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    general  economic  and local  real  estate  conditions  could  change  (for
     example,  our tenant's  business may change if the economy  changes,  which
     might  effect  (1) the  amount of rent they pay us or their  ability to pay
     rent to us, (2) their demand for new space,  or (3) our ability to renew or
     re-lease a significant amount of available space on favorable terms);

o    the laws and  regulations  that apply to us could change (for  instance,  a
     change in the tax laws that apply to REITs could result in unfavorable  tax
     treatment for us);

o    availability and cost of capital (for instance, financing opportunities may
     not be available to us, or may not be available to us on favorable terms);

o    the level and  volatility of interest rates may fluctuate in an unfavorable
     manner;

o    our  operating  costs may increase or our costs to construct or acquire new
     properties  or expand our  existing  properties  may increase or exceed our
     original expectations.

General Overview

At December 31, 2001, we owned 29 centers in 20 states totaling 5,332,000 square
feet of  operating  GLA compared to 29 centers in 20 states  totaling  5,179,000
square feet of operating GLA as of December 31, 2000.  The increase is primarily
due to the completion of the expansion at our San Marcos, TX center during 2001.
The center now contains over 441,000 square feet of gross leasable space.

In  September  2001,  we  established  a  50%  ownership  joint  venture,   TWMB
Associates,  LLC  ("TWMB"),  with respect to our Myrtle  Beach,  South  Carolina
project  with  Rosen-Warren   Myrtle  Beach  LLC   ("Rosen-Warren")   and  began
construction  on the first  phase of a new 400,000  square  foot  Tanger  Outlet
Center in Myrtle  Beach,  SC.  The first  phase will  consist  of  approximately
260,000  square feet and include over 50 brand name outlet  tenants.  Stores are
tentatively expected to begin opening in July of 2002.


                                       17
<PAGE>

A summary of the operating  results for the years ended December 31, 2001,  2000
and 1999 is presented in the following table, expressed in amounts calculated on
a weighted average GLA basis.
<TABLE>
<CAPTION>

                                                                   2001           2000            1999
--------------------------------------------------------- -------------- -------------- ---------------
<S>                                                               <C>            <C>             <C>
GLA open at end of period (000's)                                 5,332          5,179           5,149
Weighted average GLA (000's) (1)                                  5,299          5,115           4,996
Outlet centers in operation                                          29             29              31
New centers acquired                                                ---            ---               1
Centers disposed of or sold                                         ---              2               1
Centers expanded                                                      1              5               5
States operated in at end of period                                  20             20              22
Occupancy percentage at end of period                                96             96              97
   Per square foot
Revenues
   Base rentals                                                  $14.22         $13.97          $13.85
   Percentage rentals                                               .52            .64             .63
   Expense reimbursements                                          5.70           5.87            5.59
   Other income                                                     .52            .79             .76
--------------------------------------------------------- -------------- -------------- ---------------
     Total revenues                                               20.96          21.27           20.83
--------------------------------------------------------- -------------- -------------- ---------------
Expenses
   Property operating                                              6.54           6.57            6.12
   General and administrative                                      1.55           1.44            1.46
   Interest                                                        5.69           5.39            4.85
   Depreciation and amortization                                   5.39           5.13            4.97
--------------------------------------------------------- -------------- -------------- ---------------
     Total expenses                                               19.17          18.53           17.40
--------------------------------------------------------- -------------- -------------- ---------------
Income before(loss)gain on sale or disposal of real
   estate and extraordinary item                                 $ 1.79         $ 2.74          $ 3.43
--------------------------------------------------------- -------------- -------------- ---------------

(1)  GLA weighted by months of operations.  GLA is not adjusted for fluctuations
     in occupancy that may occur subsequent to the original opening date.
</TABLE>

                                       18
<PAGE>

Results of Operations

2001 Compared to 2000

Base rentals increased $3.9 million,  or 5%, 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, as mentioned in the General Overview above, 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. 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,  KS and  McMinnville,  OR 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 the 2001  period in  vending  and
interest income.

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 $6.57 to $6.54 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  $865,000,  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  7.4% of  revenues  in 2001 and 6.8% in 2000.  On a weighted
average GLA basis, general and administrative expenses increased $.11 per square
foot from $1.44 in 2000 to $1.55 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 $5.13 per square foot in the 2000
period to $5.39 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).

                                       19
<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, FL.

The loss on sale of real estate during 2000  represents  the loss  recognized on
the sale of our centers in Lawrence, KS and McMinnville, OR and the land and the
remaining site  improvements in Stroud,  OK. Net proceeds received from the sale
of the centers  totaled $7.1 million.  As a result of the two center  sales,  we
recognized  a loss on sale of real  estate of $5.9  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 a result of this sale,  we recognized a loss of $1 million on the sale
of real estate in the fourth quarter of 2000.

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

2000 Compared to 1999

Base rentals increased $2.3 million,  or 3%, in the 2000 period when compared to
the same  period in 1999.  The  increase is  primarily  due to the effect of the
expansions  during 2000 and the fourth  quarter of 1999 plus the  acquisition of
the Ft.  Lauderdale,  FL center in November of 1999,  offset by the loss of rent
from the sales of the centers in Lawrence,  KS and McMinnville,  OR and the full
year  effect of the loss of the Stroud,  OK center.  Base  rentals per  weighted
average GLA increased  $.12 per square foot due to the sale of the Lawrence,  KS
and McMinnville,  OR centers and the loss of the Stroud, OK center, all of which
had lower average base rentals per square foot than the portfolio average.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined levels,  increased by $112,000, or 4%, and on a
weighted  average GLA basis,  increased $.01 per square foot in 2000 compared to
1999.  Same-space  sales for the year ended  December 31,  2000,  defined as the
weighted  average  sales per  square  foot  reported  in space open for the full
duration of each comparison period,  increased 7% to $281 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,  2000,
reported same-store sales, defined as the weighted average sales per square foot
reported by tenants for stores open since  January 1, 1999,  were flat  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 89% in 2000  from 91% in 1999  primarily  as a  result  of a lower
average occupancy rate and higher operating expenses in the 2000 period compared
to the 1999 period.

Other  income  increased  $280,000 in 2000 as compared to 1999.  The increase is
primarily due to gains on sale of out parcels of land totaling  $908,000  during
2000 as compared to $687,000 in 1999.

Property  operating  expenses  increased  by $3.0  million,  or 10%,  in 2000 as
compared to 1999. On a weighted average GLA basis,  property  operating expenses
increased  from $6.12 to $6.57 per square foot.  The increases are the result of
certain real estate tax assessments and higher common area maintenance expenses.

General  and  administrative  expenses  increased  $68,000,  or 1%,  in  2000 as
compared to 1999.  As a  percentage  of  revenues,  general  and  administrative
expenses  were  approximately  6.8% of revenues  in 2000 and 7.0% in 1999.  On a
weighted average GLA basis,  general and administrative  expenses decreased $.02
per square foot from $1.46 in 1999 to $1.44 in 2000. The decrease in general and
administrative  expenses per square foot reflects our efforts to control general
and administrative expenditures.

                                       20
<PAGE>

Interest  expense  increased $3.3 million during 2000 as compared to 1999 due to
additional  financing  necessary to fund the expansions of 2000, the acquisition
in  Fort   Lauderdale,   FL,  higher  average   interest  rates  and  additional
amortization of deferred financing charges incurred during the year for the more
than $75 million in debt obtained during 2000. Depreciation and amortization per
weighted  average GLA increased  from $4.97 per square foot in 1999 to $5.13 per
square  foot  in the  2000  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).

The  asset  write-down  recognized  in  2000  represents  the  write  off of all
development  costs  associated with our site in Ft.  Lauderdale,  FL, 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, FL.

The loss on sale of real estate during 2000  represents  the loss  recognized on
the sale of our centers in Lawrence, KS and McMinnville, OR and the land and the
remaining site  improvements in Stroud,  OK. Net proceeds received from the sale
of the centers  totaled $7.1 million.  As a result of the two center  sales,  we
recognized  a loss on sale of real  estate of $5.9  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 a result of this sale,  we recognized a loss of $1 million on the sale
of real estate in the fourth quarter of 2000.

The  extraordinary   losses  recognized  in  1999  represent  the  write-off  of
unamortized  deferred  financing  costs  related  to debt that was  extinguished
during each period prior to its scheduled maturity.

Liquidity and Capital Resources

Net cash provided by operating activities was $44.6, $38.4 and $43.2 million for
the years ended December 31, 2001, 2000 and 1999, respectively.  The increase in
cash provided by operating  activities in 2001 compared to 2000 is primarily due
to changes in other  assets and  accounts  payable  and  accrued  expenses.  The
decrease in cash  provided by operating  activities  in 2000 compared to 1999 is
primarily due to higher interest rate costs and a decrease in accounts  payable.
Net cash used in investing activities amounted to $23.3, $25.8 and $46.0 million
during  2001,  2000 and  1999,  respectively,  and  reflects  the  acquisitions,
expansions  and  dispositions  of real  estate  during  each year.  Cash used in
financing  activities  of  $21.5,  $12.5  and  $3.0  in  2001,  2000  and  1999,
respectively,  has fluctuated  consistently  with the capital needed to fund the
current   development  and  acquisition   activity  and  reflects  increases  in
distributions paid during 2001, 2000 and 1999.

Joint Ventures

Effective  August 7, 2000, we announced the formation of 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.  As of
December 31, 2001, our  investment in  Tanger-Warren  amounted to  approximately
$9,000 and the impact of this joint  venture on our  results of  operations  has
been insignificant.

In  September  2001,  we  established  a joint  venture,  TWMB  Associates,  LLC
("TWMB"),  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 2001, TWMB began construction on the first phase of a
new 400,000  square foot Tanger  Outlet  Center in Myrtle  Beach,  SC. The first
phase is  projected  to cost $34.6  million  and will  consist of  approximately
260,000  square feet and include over 50 brand name outlet  tenants.  Currently,
leases  for over  215,000  square  feet,  or 83% of the  first  phase  are fully
executed.  Stores are tentatively  expected to begin opening in July of 2002. We
currently  anticipate  construction  of a 140,000 square foot second,  and final
phase to cost  $13.7  million.  Prior to  beginning  construction  on the second
phase,  Rosen-Warren  and we each will be required to  contribute  an additional
$1.75  million in cash for a total equity  contribution  in phase two of TWMB of
$3.5  million.  Upon the opening of phase one of the Myrtle Beach  property,  we
will receive on-going asset management fees.

                                       21
<PAGE>

In conjunction with the beginning of construction, TWMB closed on a construction
loan in the  amount  of $36.2  million  with Bank of  America,  NA  (Agent)  and
SouthTrust Bank, the proceeds of which will be used to develop the Tanger Outlet
Center in Myrtle Beach, SC. As of December 31, 2001, the construction loan had a
$10,000  balance.  All debt  incurred by this  unconsolidated  joint  venture is
secured by its property as well as joint and several  guarantees by Rosen-Warren
and us. We do not expect  events to occur that would  trigger the  provisions of
the guarantee because our properties have historically  produced sufficient cash
flow to meet the related debt service requirements.

Either owner in TWMB has the right to initiate the sale or purchase of the other
party's  interest no sooner than October 25, 2002.  If such action is initiated,
one owner would  determine  the fair market  value  purchase  price of the joint
venture and the other would determine whether they would take the role of seller
or purchaser. The owner who is to designate the fair market value purchase price
would be determined by the toss of a coin. If either  Rosen-Warren or we enacted
this provision and depending on our role in the  transaction as either seller or
purchaser,  we  could  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  expectations  of developing  and operating an
outlet center in the Myrtle Beach area.

Other Developments

We have an option to purchase the retail  portion of a site at the Bourne Bridge
Rotary in Cape  Cod,  Massachusetts.  Obtaining  appropriate  approvals  for the
Bourne  project  from the local  authorities  continues  to be a  challenge  and
consequently,  we are reviewing the  viability of  maintaining  an option on the
property.

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  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 funds from operations.

Financing Arrangements

On February 9, 2001, we issued $100 million of 9 1/8% senior,  unsecured  notes,
maturing on February  15,  2008.  The net  proceeds of $97 million  were used to
repay all of the  outstanding  indebtedness  under the $75  million 8 3/4% 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. In addition,  approximately  $180,000 of unamortized costs were written
off as an  extraordinary  item.  The  remaining  proceeds  were used for general
operating purposes.

On March 26, 2001,  we entered into a five year  collateralized  loan with Wells
Fargo  Bank for $24.0  million  at a  variable  rate of LIBOR  plus  1.75%.  The
proceeds were used to reduce amounts outstanding under existing lines of credit.
Additionally,  on March 26, 2001,  we extended the maturity date of our existing
$29.5 million term loan with Wells Fargo Bank from July 2005 to March 2006.

On May 1, 2001,  we entered  into an eight  year  collateralized  loan with John
Hancock Life Insurance  Company for $19.45 million at a fixed rate of 7.98%. The
proceeds were used to reduce amounts outstanding under existing lines of credit.

During the fourth  quarter of 2001,  we  purchased  at par  approximately  $14.5
million of our outstanding 7 7/8% senior,  unsecured public notes that mature in
October 2004. The purchases were funded by amounts available under our unsecured
lines of credit  which do not mature  until June 2003.  Additionally  during the
first quarter of 2002,  we have  purchased at par or below,  an additional  $4.9
million of the October 2004 notes bringing the total purchased to $19.4 million.


                                       22
<PAGE>

At December 31, 2001,  approximately  51% of our  outstanding  debt  represented
unsecured  borrowings  and  approximately  59% of our real estate  portfolio was
unencumbered.  The average interest rate,  including loan cost amortization,  on
average debt outstanding for the year-ended December 31, 2001 was 8.79%.

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 best interest and our
unitholders' interests.  During the second quarter of 2001, we amended our shelf
registration  for the  ability  to  issue  up to $200  million  in debt and $200
million in equity  securities.  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 to
generate capital to reinvest into other attractive investment opportunities.

We maintain  unsecured,  revolving  lines of credit that  provide for  unsecured
borrowings up to $75 million at December 31, 2001.  During 2001, we extended the
maturity of each of our three $25 million  lines to June 30,  2003.  Also during
2001,  we  cancelled a $25 million line of credit  which  reduced our  borrowing
ability from lines of credit from $100 million to $75 million.

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 2002.

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 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  and  commercial
commitments over the next five years and thereafter (in thousands):
<TABLE>
<CAPTION>

Contractual Obligations                2002        2003       2004        2005        2006      Thereafter
---------------------------------- ---------- ----------- ---------- ----------- ----------- --------------
<S>                                   <C>        <C>        <C>         <C>         <C>           <C>
Debt                                  $2,288     $23,785    $63,941     $23,888     $53,899       $190,394
Operating leases                       2,264       1,914      1,832       1,824       1,819         64,401
---------------------------------- ---------- ----------- ---------- ----------- ----------- --------------
                                      $4,552     $25,699    $65,773     $25,712     $55,718       $254,795
---------------------------------- ---------- ----------- ---------- ----------- ----------- --------------
</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 (in thousands):
<TABLE>
<CAPTION>

Commercial Commitments                 2003        2004
----------------------------------- ---------- -----------
<S>                                  <C>          <C>
Lines of credit                      $54,050      ---
Joint venture guarantee                ---        $36,200
----------------------------------- ---------- -----------
                                      $54,050     $36,200
----------------------------------- ---------- -----------
</TABLE>

We currently  maintain three unsecured  revolving  credit  facilities with major
national  banking  institutions,  totaling $75 million.  As of December 31, 2001
amounts  outstanding under these credit facilities  totaled $20.95 million.  All
three credit facilities expire in June 2003.

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.

                                       23
<PAGE>

Related Party Transactions

In May 2000,  demand  notes  receivable  totaling  $3.4  million from Stanley K.
Tanger, the Company's  Chairman of the Board and Chief Executive  Officer,  were
converted  into two  separate  term  notes of which  $2.5  million  was due from
Stanley K. Tanger and  $845,000  was due from Steven B.  Tanger,  the  Company's
President and Chief Operating Officer. The notes amortize evenly over five years
with principal and interest at a rate of 8% per annum due quarterly. The balance
of Stanley K. Tanger's note at December 31, 2001, through accelerated  payments,
was $797,000. Steven B. Tanger's note was paid in full during 2001. Additionally
in August 2001, the Company's Board of Directors amended the notes to adjust the
interest  rate from 8% per annum to 90 day LIBOR  plus  1.75%.  We  believe  the
amended  interest  rate is at  arm's  length  based  on our  current  unsecured,
variable borrowing rate.

During the first quarter of 2002,  Stanley K. Tanger made a quarterly payment of
$100,000.

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 on our floating
rate debt.  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.  In
January  2000,  we entered into new interest  rate swap  agreements  on notional
amounts  totaling  $20.0  million.  In order to fix the interest  rate,  we paid
$162,000. As mentioned previously in the "Financing Arrangements" section, these
agreements  subsequently  were terminated in February 2001 at a cost of $295,200
which has been included in interest  expense.  In December 2000, we entered into
another interest rate swap agreement on notional amounts totaling $25.0 million.
This  agreement  fixes the 30-day LIBOR index at 5.97% through  January 2003. At
December  31,  2001,  we  would  have  had to pay  $973,000  to  terminate  this
agreement. A 1% decrease in the 30-day LIBOR index would increase this amount by
approximately  $252,000.  The fair value is based on dealer quotes,  considering
current  interest  rates.  We do not intend to terminate our remaining  interest
rate swap agreement prior to its maturity.  This derivative is currently carried
on our books as a liability;  however if held until  maturity,  the value of the
swap will be zero at that time.

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 debt at December 31, 2001 was $358.2  million
while the recorded value was $358.2  million,  respectively.  A 1% increase from
prevailing  interest  rates at December  31, 2001 would  result in a decrease in
fair  value of total debt by  approximately  $12.1  million.  Fair  values  were
determined from quoted market prices,  where  available,  using current interest
rates considering credit ratings and the remaining terms to maturity.

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 fees and costs incurred to originate  operating leases,  including
certain payroll, fringe benefits and other incremental direct costs, as deferred
charges. The amount of these costs we capitalize is based on our estimate of the
amount of costs directly  related to executing  successful  leases.  We amortize
these costs to expense over the average minimum lease term.

We capitalize costs incurred for the construction and development of properties,
including  certain  payroll,  fringe  benefits and direct and  indirect  project
costs.  The amount of these 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.  The  American  Institute of  Certified  Public  Accountants'
Accounting  Standards  Executive  Committee is currently  considering a proposal
that would limit the amount of overhead  costs  companies  capitalize to certain

                                       24
<PAGE>

payroll or payroll  related  costs.  If this proposal is adopted,  the amount of
costs we  capitalize  will be less than would have been  capitalized  before the
adoption of this proposal.

Impairment of Long-Lived Assets

Rental property held and used 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,
2001.

Revenue Recognition

Base  rentals  are  recognized  on a  straight-line  basis over the terms of the
related  leases.  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 recognized  over the
remaining lease term.  Business  interruption  insurance  proceeds  received are
recognized as other income over the estimated period of interruption.

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 real estate investment trust ("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. 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.

Below is a calculation  of FFO for the years ended  December 31, 2001,  2000 and
1999 as well as actual cash flow and other data for those respective periods (in
thousands):
<TABLE>
<CAPTION>

                                                                     2001           2000           1999
-------------------------------------------------------------- ------------ -------------- --------------
Funds from Operations:
<S>                                                               <C>             <C>           <C>
Net income                                                        $  9,154        $ 5,268       $ 20,866
Adjusted for:
   Extraordinary item-loss on early extinguishment of debt             338            ---            345
   Depreciation and amortization uniquely significant
     to real estate                                                 28,276         25,954         24,603
   Loss (gain) on sale or disposal of real estate                      ---          6,981         (4,141)
-------------------------------------------------------------- ------------ -------------- --------------
Funds from operations (1)                                         $ 37,768       $ 38,203       $ 41,673

Cash flow provided by (used in):
   Operating activities                                           $ 44,616       $ 38,420       $ 43,169
   Investing activities                                         $ (23,269)     $ (25,815)     $ (45,959)
   Financing activities                                         $ (21,476)     $ (12,474)      $ (3,043)

Weighted average units outstanding (2)                             11,707         11,706         11,698
-------------------------------------------------------------- ------------ -------------- --------------
(1)  For the years ended  December 31, 2000 and 1999,  includes $908 and $687 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>
                                       25
<PAGE>

New Accounting Pronouncements

The Financial  Accounting Standards Board ("FASB") issued 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"). Upon
adoption  on January 1, 2001,  we recorded a  cumulative  effect  adjustment  of
$299,500  in  other  comprehensive  income  (loss).  At  December  31,  2001  in
accordance with the provisions of FAS 133, our sole interest rate swap agreement
has been  designated as a cash flow hedge and is carried on the balance sheet at
fair value.  At December 31, 2001,  the fair value of the hedge is recorded as a
liability of $973,000 in accounts payable and accrued expenses.

The FASB  also  issued  SFAS  Nos.  141 and  142,  "Business  Combinations"  and
"Goodwill and Other Intangible Assets" ("FAS 141") and ("FAS 142"), respectively
on June 29, 2001. The  provisions of FAS 141 apply to all business  combinations
initiated  after June 30,  2001.  FAS 142 is  required  to be adopted  beginning
January 1,  2002.  We  currently  do not have any  assets  identified  as either
goodwill or intangible assets.

In 2001, the FASB issued SFAS No. 143,  "Accounting for  Obligations  Associated
with  Retirement  of  Long-Lived   Assets"  ("FAS  143").  FAS  143  establishes
accounting  standards for the recognition and measurement of an asset retirement
obligation  and  its  associated  asset  retirement   costs.  It  also  provides
accounting  guidance for legal  obligations  associated  with the  retirement of
tangible  long-lived assets. FAS No. 143 is effective for fiscal years beginning
after June 15, 2002.  We believe the  provisions  of FAS No. 143 will not have a
significant effect on our results of operations or our financial position.

In 2001,  the FASB  issued  SFAS No.  144,  "Accounting  for the  Impairment  or
Disposal  of  Long-Lived  Assets"  ("FAS  144"),  which  replaces  SFAS 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
recognized 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. We will implement the provisions
of FAS 144 on January 1, 2002.  We believe  FAS 144 will not have a  significant
effect on our results of operations or our financial position.

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 the  Company's  Board of  Directors  approves the sale of the
assets and we have commenced an active program to sell 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 No. 144 in 2002,
the operating  results of newly designated real estate assets held for sale will
be  included  in  discontinued  operations  in our  results  of  operations.  We
currently do not have any assets that are held for sale.

During 2000, the American Institute of Certified Public Accountants'  Accounting
Standards  Executive  Committee  issued an exposure draft  Statement of Position
("SOP") regarding the  capitalization  of costs associated with property,  plant
and equipment.  Under the proposed SOP, all property plant and equipment related
costs would be expensed unless the costs are directly identifiable with specific
projects and the  proposal  would limit the amount of overhead  costs  companies
capitalize  to certain  payroll or payroll  related  costs.  If this proposal is
adopted,  the  amount of costs we  capitalize  will be less than would have been
capitalized before the adoption of this proposal. The expected effective date of
the final SOP is expected in late 2002 or 2003.

                                       26
<PAGE>

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.

Approximately  33% of our lease portfolio is scheduled to expire during the next
two years.  Approximately  927,000 square feet of space is up for renewal during
2002,  20% of which is  located in our  dominant  center in  Riverhead,  NY, and
approximately  848,000  square feet will come up for renewal in 2003. 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 82% of the 684,000  square feet that came up for renewal in 2001 with
the existing  tenants at an average base rental rate of  approximately 6% higher
than the expiring  rate.  This  compares  with the renewal of 75% of the 690,000
square  feet that came up for  renewal in 2000 with the  existing  tenants at an
average base rental rate 4% higher than the expiring  rate. We also  re-tenanted
269,000  square feet during  2001 at a 10%  increase in the average  base rental
rate. This compares favorably with the 303,000 square feet that were released in
2000 at an average increase of 7%.

Existing  tenants' sales have remained  stable and renewals by existing  tenants
have remained strong. As of March 1, 2002, existing tenants have already renewed
approximately  341,000,  or 37%, of the square feet scheduled to expire in 2002.
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, 2001 and 2000, our centers were 96% occupied. 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 continue to
reduce our average occupancy rates in the near term.


                                       27
<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.

Item 13.  Certain Relationships and Related Transactions

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

                                       28
<PAGE>

                                    PART IV

Item 14.  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, 2001 and 2000                 F-2
         Statements of Operations-
           Years Ended December 31, 2001, 2000 and 1999            F-3
         Statements of Partners' Equity-
           For the Years Ended December 31, 2001, 2000 and 1999    F-4
         Statements of Cash Flows-
           Years Ended December 31, 2001, 2000 and 1999            F-5
         Notes to Financial Statements                             F-6 to F-16

     2.  Financial Statement Schedule

         Schedule III
            Report of Independent Accountants                      F-17
            Real Estate and Accumulated Depreciation               F-18 to F-20


                                       29
<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)

        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)

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

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

        21.1    List of Subsidiaries.

        23.1    Consent of PricewaterhouseCoopers LLP.

                                       30
<PAGE>

     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.

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


                                       31
<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, 2002

     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 as officers or directors of the general partner
and on the dates indicated:


Signature                                 Title                        Date
--------------------------------------------------------------------------------
/s/ Stanley K. Tanger           Chairman of the Board and Chief   March 28, 2002
Stanley K. Tanger               Executive Officer (Principal
                                Executive Officer)

/s/ Steven B. Tanger            Trustee and President             March 28, 2002
Steven B. Tanger

/s/ Frank C. Marchisello, Jr.   Trustee and Treasurer             March 28, 2002
Frank C. Marchisello, Jr.       (Principal Financial and
                                Accounting Officer))

/s/ Jack Africk                 Trustee                           March 28, 2002
Jack Africk

/s/ William G. Benton           Trustee                           March 28, 2002
William G. Benton

/s/ Thomas E. Robinson          Trustee                           March 28, 2002
Thomas E. Robinson



                                       32
<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, 2001 and 2000, and the results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
2001, 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 4 to the financial  statements and in accordance  with SFAS
No. 133 "Accounting  for Derivative  Instruments  and Hedging  Activities",  the
Partnership changed its accounting method for derivative instruments and hedging
activities.


/s/ PricewaterhouseCoopers LLP

Raleigh, NC
January 17, 2002



                                       F-1
<PAGE>

<TABLE>
<CAPTION>

                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                 (In thousands)

                                                                                           December 31,
                                                                                       2001            2000
-------------------------------------------------------------------------------------------------------------

ASSETS
  Rental Property
<S>                                                                                 <C>             <C>
    Land                                                                            $ 60,158        $ 59,858
    Buildings, improvements and fixtures                                             539,108         505,554
    Developments under construction                                                        -          19,516
-------------------------------------------------------------------------------------------------------------
                                                                                     599,266         584,928
    Accumulated depreciation                                                        (148,950)       (122,365)
-------------------------------------------------------------------------------------------------------------
    Rental property, net                                                             450,316         462,563
  Cash and cash equivalents                                                              503             632
  Deferred charges, net                                                               11,413           8,566
  Other assets                                                                        13,847          15,512
-------------------------------------------------------------------------------------------------------------
      Total assets                                                                 $ 476,079       $ 487,273
-------------------------------------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' EQUITY
Liabilites
  Debt
    Senior, unsecured notes                                                        $ 160,509       $ 150,000
    Mortgages payable                                                                176,736         135,313
    Term note, unsecured                                                                   -          20,000
    Lines of credit                                                                   20,950          41,530
-------------------------------------------------------------------------------------------------------------
                                                                                     358,195         346,843
  Construction trade payables                                                          3,722           9,784
  Accounts payable and accrued expses                                                 16,285          12,672
-------------------------------------------------------------------------------------------------------------
      Total liabilities                                                              378,202         369,299
-------------------------------------------------------------------------------------------------------------
Commitments
Partners' Equity
  General partner                                                                      1,346           1,611
  Limited partners                                                                    97,504         116,363
  Accumulated other comprehensive loss                                                  (973)              -
-------------------------------------------------------------------------------------------------------------
  Total partners' equity                                                              97,877         117,974
-------------------------------------------------------------------------------------------------------------
      Total liabilities and partners' equity                                       $ 476,079       $ 487,273
-------------------------------------------------------------------------------------------------------------

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,
                                                                                 2001          2000          1999
------------------------------------------------------------------------------------------------------------------
REVENUES
<S>                                                                          <C>           <C>           <C>
  Base rentals                                                               $ 75,354      $ 71,457      $ 69,180
  Percentage rentals                                                            2,735         3,253         3,141
  Expense reimbursements                                                       30,207        30,046        27,910
  Other income                                                                  2,772         4,065         3,785
------------------------------------------------------------------------------------------------------------------
       Total revenues                                                         111,068       108,821       104,016
------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                           34,639        33,623        30,585
  General and administrative                                                    8,231         7,366         7,298
  Interest                                                                     30,134        27,565        24,239
  Depreciation and amortization                                                28,572        26,218        24,824
   Asset write-down                                                               ---         1,800           ---
------------------------------------------------------------------------------------------------------------------
       Total expenses                                                         101,576        96,572        86,946
------------------------------------------------------------------------------------------------------------------
Income before (loss) gain on disposal or sale of real estate
    and extraordinary item                                                      9,492        12,249        17,070
(Loss) gain on disposal or sale of real estate                                    ---        (6,981)        4,141
------------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                                9,492         5,268        21,211
Extraordinary item - Loss on early extinguishment of debt                        (338)          ---          (345)
------------------------------------------------------------------------------------------------------------------
Net income                                                                      9,154         5,268        20,866
Less applicable preferred unit distributions                                   (1,771)       (1,823)       (1,917)
------------------------------------------------------------------------------------------------------------------
Income available to partners                                                    7,383         3,445        18,949
Income allocated to the limited partners                                       (7,282)       (3,397)       (5,278)
------------------------------------------------------------------------------------------------------------------
Income allocated to the general partner                                           101            48        13,671
------------------------------------------------------------------------------------------------------------------

Basic earnings per unit:
  Income before extraordinary item                                             $ 0.70        $ 0.32        $ 1.77
  Extraordinary item                                                            (0.03)          ---         (0.03)
------------------------------------------------------------------------------------------------------------------
  Net income                                                                   $ 0.67        $ 0.32        $ 1.74
------------------------------------------------------------------------------------------------------------------

Diluted earnings per unit:
  Income before extraordinary item                                             $ 0.70        $ 0.31        $ 1.77
  Extraordinary item                                                            (0.03)          ---         (0.03)
------------------------------------------------------------------------------------------------------------------
  Net income                                                                   $ 0.67        $ 0.31        $ 1.74
------------------------------------------------------------------------------------------------------------------

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, 2001, 2000, and 1999
                        (In thousands, except unit data)

                                                                                       Accumulated         Total
                                                         General       Limited           Other            Partners'
                                                         Partners      Partners     Comprehensive Loss     Equity
-------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>             <C>                    <C>       <C>
Balance, December 31, 1998                              $ 128,746       $ 20,617               $ -       $ 149,363

Conversion of 3,000 preferred units
  into 27,029 partnership units                               ---            ---               ---             ---
Issuance of 500 units upon
   exercise of unit options                                    12            ---               ---              12
Repurchase and retirement of 48,300
   partnership units                                         (958)           ---               ---            (958)
Transfer of partnership interest                         (120,557)       120,557               ---             ---
Net income                                                 15,588          5,278               ---          20,866
Preferred distributions ($21.76 per unit)                  (1,918)           ---               ---          (1,918)
Distributions to partners ($2.42 per unit)                (18,986)        (7,325)              ---         (26,311)
-------------------------------------------------------------------------------------------------------------------

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
  Unrealized loss on mark-to-market
    of cash flow hedge                                        ---            ---              (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
-------------------------------------------------------------------------------------------------------------------

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,
                                                                                        2001           2000           1999
---------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                  <C>            <C>           <C>
  Net income                                                                         $ 9,154        $ 5,268       $ 20,866
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Depreciation and amortization                                                   28,572         26,218         24,824
      Amortization of deferred financing costs                                         1,309          1,264          1,005
      Loss on early extinguishment of debt                                               338            ---            345
      Asset write-down                                                                   ---          1,800            ---
      Loss (gain) on disposal or sale of real estate                                     ---          6,981         (4,141)
      Gain on sale of outparcels of land                                                 ---           (908)          (687)
      Straight-line base rent adjustment                                                 342             92           (214)
  Increase (decrease) due to changes in:
      Other assets                                                                     2,261         (2,104)        (1,196)
      Accounts payable and accrued expenses                                            2,640           (191)         2,367
---------------------------------------------------------------------------------------------------------------------------
        Net cash provided by operating activities                                     44,616         38,420         43,169
---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Acquisition of rental properties                                                       ---            ---        (15,500)
  Additions to rental properties                                                     (20,368)       (36,056)       (34,224)
  Additions to investments in joint ventures                                          (4,068)          (117)           ---
  Additions to deferred lease costs                                                   (1,618)        (2,238)        (1,862)
  Net proceeds from sale of real estate                                                  723          8,598          1,987
  Net insurance proceeds from property losses                                            ---          4,046          6,451
  Collections from (advances to) officers, net                                         2,062            (48)        (2,811)
---------------------------------------------------------------------------------------------------------------------------
        Net cash used in investing activities                                        (23,269)       (25,815)       (45,959)
---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Repurchase of partnership units                                                        ---            ---           (958)
  Cash distributions paid                                                            (28,479)       (28,348)       (28,229)
  Proceeds from issuance of debt                                                     279,075        172,595        185,055
  Repayment of debt                                                                 (267,723)      (155,399)      (157,893)
  Additions to deferred financing costs                                               (4,550)        (1,322)        (1,030)
  Proceeds from exercise of unit options                                                 201            ---             12
---------------------------------------------------------------------------------------------------------------------------
        Net cash used in financing activities                                        (21,476)       (12,474)        (3,043)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                    (129)           131         (5,833)
Cash and cash equivalents, beginning of period                                           632            501          6,334
---------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                               $ 503          $ 632          $ 501
===========================================================================================================================

The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       F-5
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS

1.   Organization of the Operating Partnership

Tanger Properties  Limited  Partnership (the "Operating  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 owned and operated 29 factory  outlet centers
located in 20 states  with a total  gross  leasable  area of  approximately  5.3
million square feet at the end of 2001. We provide all development,  leasing and
management services for our centers.

We are controlled by Tanger  Factory  Outlet  Centers,  Inc. (the  "Company),  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. TFLP holds a limited partnership
interest in and is a minority  owner of the  Operating  Partnership.  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, 2001, the Tanger GP Trust owned 150,000 Units,  the Tanger LP
Trust owned  7,779,711  Units and 80,600  Preferred Units (which are convertible
into approximately  726,203 limited  partnership Units) and TFLP owned 3,033,305
Units. TFLP's Units are exchangeable, subject to certain limitations to preserve
the  Company's  status as a REIT,  on a  one-for-one  basis for  common  shares.
Preferred Units are  automatically  converted into limited  partnership Units to
the extent of any  conversion  of  preferred  shares of the Company  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 2000 and 1999 financial  statements
have been reclassified to conform to the 2001 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  payroll,  fringe  benefits and direct and  indirect  project
costs,  are capitalized.  The amount of these 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>
                         NOTES TO FINANCIAL STATEMENTS

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
2001,  2000 and  1999  amounted  to  $551,000,  $1,020,000  and  $1,242,000  and
development  costs  capitalized  amounted to $616,000,  $843,000 and $1,711,000,
respectively.  Depreciation  expense  for each of the years ended  December  31,
2001, 2000 and 1999 was $26,585,000 $24,239,000 and $23,095,000, 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
developments 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  payroll,  fringe  benefits and other  incremental  direct  costs,  to
originate  successful,  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.

Impairment of Long-Lived  Assets - Rental property held and used 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, 2001.

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.  The cost of these
agreements  is  included  in  deferred  financing  costs and is  amortized  on a
straight-line basis over the life of the agreements.

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 to be accounted for as hedges.  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.

                                       F-7
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

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.  Business  interruption  insurance  proceeds  received are
recognized as other income over the estimated period of interruption.

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 2001, 2000 or 1999.

New Accounting  Pronouncements - The Financial  Accounting  Standards Board (the
"FASB")  issued  Statement of Financial  Accounting  Standards Nos. 141 and 142,
"Business  Combinations" and "Goodwill and Other Intangible  Assets" ("FAS 141")
and ("FAS 142"),  respectively on June 29, 2001. The provisions of FAS 141 apply
to all business combinations  initiated after June 30, 2001. FAS 142 is required
to be adopted  beginning  January 1, 2002.  We  currently do not have any assets
identified as either goodwill or intangible assets.

In 2001, the FASB issued SFAS No. 143,  "Accounting for  Obligations  Associated
with  Retirement  of  Long-Lived   Assets"  ("FAS  143").  FAS  143  establishes
accounting  standards for the recognition and measurement of an asset retirement
obligation  and  its  associated  asset  retirement   costs.  It  also  provides
accounting  guidance for legal  obligations  associated  with the  retirement of
tangible  long-lived assets. FAS No. 143 is effective for fiscal years beginning
after June 15, 2002.  We believe the  provisions  of FAS No. 143 will not have a
significant effect on our results of operations or our financial position.

In 2001,  the FASB  issued  SFAS No.  144,  "Accounting  for the  Impairment  or
Disposal  of  Long-Lived  Assets"  ("FAS  144"),  which  replaces  SFAS 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
recognized 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. We will implement the provisions
of FAS 144 on January 1, 2002.  We believe  FAS 144 will not have a  significant
effect on our results of operations or our financial position.

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 our Board of Directors approves the sale of the assets and we
have  commenced  an  active  program  to sell  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 No. 144 in 2002, the operating
results of newly designated real estate assets held for sale will be included in
discontinued  operations in the results of operations.  We currently do not have
any assets that are held for sale.

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, 2001,  2000 and 1999  amounted to  $3,722,000,  $9,784,000  and  $6,287,000,
respectively. Interest paid, net of interest capitalized, in 2001, 2000 and 1999
was $27,379,000 $25,644,000 and $23,179,000, respectively.

Other assets  includes a receivable  from the sale of real estate of $723,500 as
of December 31, 2000.

                                       F-8
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

3.   Investments in Real Estate Joint Ventures

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

Effective  August 7, 2000, we announced the formation of 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.  As of
December 31, 2001, our  investment in  Tanger-Warren  amounted to  approximately
$9,000 and the impact of this joint  venture on our  results of  operations  has
been insignificant.

In  September  2001,  we  established  a joint  venture,  TWMB  Associates,  LLC
("TWMB"),  with  respect  to our  Myrtle  Beach,  South  Carolina  project  with
Rosen-Warren Myrtle Beach LLC ("Rosen-Warren"). Rosen-Warren and we each own 50%
of TWMB. Also, in September 2001 TWMB began construction on the first phase of a
new 400,000 square foot Tanger Outlet Center in Myrtle Beach, SC. In conjunction
with the beginning of  construction,  TWMB closed on a construction  loan in the
amount of $36.2 million with Bank of America,  NA (Agent) and  SouthTrust  Bank,
the proceeds of which will be used to develop the Tanger Outlet Center in Myrtle
Beach, SC. As of December 31, 2001, the construction loan had a $10,000 balance.
All debt  incurred  by this  unconsolidated  joint  venture  is  secured  by its
property as well as joint and  several  guarantees  by us and by our  respective
venture partner.

We receive  fees from TWMB for our  respective  development,  leasing  and other
services and, upon the opening of phase one of the Myrtle Beach  property,  will
receive   on-going  asset   management   fees.  Since  this  project  was  under
construction  during  2001,  the impact of this joint  venture to our results of
operations was insignificant.

Summary unaudited  financial  information of joint ventures  accounted for using
the equity method as of December 31, 2001 and 2000 is as follows (in thousands):
<TABLE>
<CAPTION>
                                                           2001           2000
------------------------------------------------ --------------- --------------
Assets:
<S>                                                      <C>             <C>
    Investment properties at cost, net                   $7,348          $   -
    Cash and cash equivalents                               136            141
    Other assets                                          2,199            175
------------------------------------------------ --------------- --------------
    Total assets                                         $9,683          $ 316
------------------------------------------------ --------------- --------------
Liabilities and Owners' Equity
    Debt                                                  $  10          $   -
    Accounts payable and other liabilities                1,030             85
------------------------------------------------ --------------- --------------
------------------------------------------------ --------------- --------------
    Total liabilities                                     1,040             85
    Owners' equity                                        8,643            231
------------------------------------------------ --------------- --------------
    Total liabilities and owners' equity                 $9,683          $ 316
------------------------------------------------ --------------- --------------
</TABLE>

                                       F-9
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

4.   Accounting Change - Derivative Financial Instruments

Effective  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"). Upon
adoption we recorded a cumulative  effect  adjustment of $299,500 loss, in other
comprehensive  income (loss). As discussed in Note 7, 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 sole remaining  interest rate swap agreement has been designated as
a cash flow hedge and is carried on the balance sheet at fair value. At December
31, 2001,  the fair value of the hedge is recorded as a liability of $973,000 in
accounts payable and accrued expenses. For the year ended December 31, 2001, the
change in the fair value of the remaining derivative  instrument was recorded as
a $820,000 loss to accumulated other comprehensive  income.  Total comprehensive
income for the year ended December 31, 2001 is as follows (in thousands):
<TABLE>
<CAPTION>
                                                                       2001
-------------------------------------------------------------- --------------
<S>                                                                 <C>
Net income                                                          $  9,154
     Other comprehensive income (loss):
        Cumulative effect adjustment of FAS 133 adoption,              (300)
        Reclassification to earnings on termination of cash              147
        Change in fair value of cash flow hedge                        (820)
-------------------------------------------------------------- --------------
Other comprehensive loss                                               (973)
-------------------------------------------------------------- --------------
Total comprehensive income                                           $ 8,181
-------------------------------------------------------------- --------------
</TABLE>

5.   Deferred Charges

Deferred  charges as of December 31, 2001 and 2000 consists of the following (in
thousands):
<TABLE>
<CAPTION>

                                                       2001            2000
---------------------------------------------- -------------- ---------------
<S>                                                 <C>              <C>
Deferred lease costs                                $ 14,467         $12,849
Deferred financing costs                               8,210           6,697
---------------------------------------------- -------------- ---------------
                                                      22,677          19,546
Accumulated amortization                            (11,264)        (10,980)
---------------------------------------------- -------------- ---------------
                                                    $ 11,413         $ 8,566
---------------------------------------------- -------------- ---------------
</TABLE>

Amortization of deferred lease costs for the years ended December 31, 2001, 2000
and 1999 was $1,642,000, $1,578,000 and $1,459,000,  respectively.  Amortization
of deferred  financing  costs,  included in interest expense in the accompanying
statements of operations,  for the years ended December 31, 2001,  2000 and 1999
was $1,277,000,  $1,264,000 and $1,005,000,  respectively. During 2001 and 1999,
we expensed  the  unamortized  financing  costs  totaling  $338,000 and $345,000
related to debt extinguished prior to its respective maturity date. Such amounts
are shown as an extraordinary item in the accompanying statements of operations.

6.    Related Party Transactions

In May 2000, the demand notes  receivable  totaling $3.4 million from Stanley K.
Tanger, the Company's  Chairman of the Board and Chief Executive  Officer,  were
converted  into two  separate  term notes of which $2.5 million was due from Mr.
Tanger and $845,000 was due from Steven B. Tanger,  the Company's  President and
Chief  Operating  Officer.  The  notes  amortize  evenly  over five  years  with
principal and interest at a rate of 8% per annum due  quarterly.  The balance of
Mr.  Tanger's  note at December  31, 2001,  through  accelerated  payments,  was
$797,000.  Steven B. Tanger's note was paid in full during 2001. Additionally in
August 2001,  the Company's  Board of Directors  amended the notes to adjust the
interest rate from 8% per annum to 90 day LIBOR plus 1.75%.

During the first quarter of 2002,  Stanley K. Tanger made a quarterly payment of
$100,000.

                                       F-10
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

7.   Debt

 Debt at December 31, 2001 and 2000 consists of the following (in thousands):
<TABLE>
<CAPTION>
                                                                                  2001            2000
------------------------------------------------------------------------- -------------- ---------------
<S>                                           <C>                              <C>             <C>
8.75% Senior, unsecured notes, maturing March 2001                             $    ---        $ 75,000
7.875% Senior, unsecured notes, maturing October 2004                            60,509          75,000
9.125% Senior, unsecured notes, maturing February 2008                          100,000             ---
Mortgage notes with fixed interest:
   9.77%, maturing April 2005                                                    14,822          15,099
   9.125%, maturing September 2005                                                8,723           9,120
   7.875%, maturing April 2009                                                   63,968          64,980
   7.98%, maturing April 2009                                                    19,303             ---
   8.86%, maturing September 2010                                                16,420          16,614
Mortgage notes with variable interest:
    LIBOR plus 1.75%, maturing March 2006                                        53,500          29,500
Term note, unsecured, with variable interest:
    LIBOR plus 2.25%, maturing January 2002                                         ---          20,000
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%                                                     20,950          41,530
------------------------------------------------------------------------- -------------- ---------------
                                                                              $ 358,195       $ 346,843
------------------------------------------------------------------------- -------------- ---------------
</TABLE>

During 2001 we cancelled a $25 million  revolving  credit facility which reduced
our unsecured  lines of credit  borrowing  capacity to $75 million.  All line of
credit agreements expire in June 2003.  Interest is payable based on alternative
interest rate bases at our option.  Certain of our  properties,  which had a net
book value of  approximately  $181.7  million at  December  31,  2001,  serve as
collateral for the fixed and variable rate mortgages.

The credit 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.  All four existing  fixed rate mortgage notes
are with insurance companies and contain prepayment penalty clauses.

On February 9, 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. In addition,  approximately  $180,000 of unamortized costs were written
off as an  extraordinary  item.  The  remaining  proceeds  were used for general
operating purposes.

On March 26, 2001,  we entered into a five year  collateralized  loan with Wells
Fargo Bank for $24 million at a variable rate of LIBOR plus 1.75%.  The proceeds
were  used to  reduce  amounts  outstanding  under  existing  lines  of  credit.
Additionally  on March 26, 2001,  we extended the maturity  date of our existing
$29.5 million term loan with Wells Fargo Bank from July 2005 to March 2006.

On May 1, 2001,  we entered  into an eight  year  collateralized  loan with John
Hancock Life Insurance  Company for $19.45 million at a fixed rate of 7.98%. The
proceeds were used to reduce amounts outstanding under existing lines of credit.

During the fourth  quarter of 2001,  we  purchased  at par  approximately  $14.5
million of our outstanding 7 7/8% senior,  unsecured public notes that mature in
October 2004. The purchases were funded by amounts available under our unsecured
lines of credit which do not mature until June 2003. Accordingly,  approximately
$158,000 of unamortized bond issuance costs were written off as an extraordinary
item.  Additionally  during the first quarter of 2002,  we have  purchased at or
below par, an additional  $4.9 million of October 2004 notes  bringing our total
notes purchased to $19.4 million.

                                       F-11
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

Maturities of the existing debt are as follows (in thousands):
<TABLE>
<CAPTION>

    Year                                     Amount            %
    ---------------------------------- ------------- ------------
    <S>                                     <C>              <C>
    2002                                    $ 2,288            1
    2003                                     23,785            7
    2004                                     63,941           18
    2005                                     23,888            7
    2006                                     53,899           15
    Thereafter                              190,394           52
    ---------------------------------- ------------- ------------
                                          $ 358,195          100
    ---------------------------------- ------------- ------------
</TABLE>

8.   Derivatives and Fair Value of Financial Instruments

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,  2001,  we would have had to pay  $973,000 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 7, 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 debt at
December 31, 2001 and 2000, 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  $358.2  and  $346.1
million, respectively.

9.  Partnership Equity

At  December  31,  2001 and  2000,  the  ownership  interests  of the  Operating
Partnership consisted of the following:
<TABLE>
<CAPTION>

                                          2001          2000
-------------------------------------------------------------
<S>                                     <C>           <C>
Preferred Units                         80,600        80,600
-------------------------------------------------------------
Partnership Units:
General partner                        150,000       150,000
Limited partners                    10,813,016    10,802,216
-------------------------------------------------------------
Total                               10,963,016    10,952,216
-------------------------------------------------------------
</TABLE>

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,
2001,  726,203  common shares of the Company (and 726,203 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-12
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

During 1998, the Company's Board of Directors authorized the repurchase of up to
$6 million of the Company's common shares. Proceeds required to repurchase these
common  shares  are  funded by the  Operating  Partnership  in  exchange  for an
equivalent number of partnership units in the Operating Partnership.  The timing
and amount of purchases will be at the discretion of management. During 1999, we
purchased and retired 48,300 common shares at a price of $958,000.  We purchased
no  common  shares  during  2001 or  2000.  The  amount  authorized  for  future
repurchases remaining at December 31, 2001 totaled $4.8 million.

10.  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, 2001, 2000 and 1999 is set
forth as follows (in thousands, except per unit amounts):
<TABLE>
<CAPTION>

                                                                           2001             2000          1999
--------------------- -------------------------------------------- ------------- ---------------- -------------
NUMERATOR:
<S>                                                                     <C>              <C>           <C>
   Income before extraordinary item                                     $ 9,492          $ 5,268       $21,211
   Less applicable preferred unit distributions                         (1,771)          (1,823)       (1,917)
------------------------------------------------------------------ ------------- ---------------- -------------
   Income available to the general and limited partners
     numerator for basic and diluted earnings per unit                    7,721            3,445        19,294
------------------------------------------------------------------ ------------- ---------------- -------------
DENOMINATOR:
   Basic weighted average partnership units                              10,959           10,928        10,894
   Effect of outstanding unit options                                        21               25            10
------------------------------------------------------------------ ------------- ---------------- -------------
   Diluted weighted average partnership units                            10,980           10,953        10,904
------------------------------------------------------------------ ------------- ---------------- -------------
Basic earnings per unit before extraordinary item                        $  .70           $ 0.32        $ 1.77
------------------------------------------------------------------ ------------- ---------------- -------------
Diluted earnings per unit before extraordinary item                      $  .70           $ 0.31        $ 1.77
------------------------------------------------------------------ ------------- ---------------- -------------
</TABLE>

Options to purchase units excluded from the computation of diluted  earnings per
unit during 2001,  2000 and 1999 because the exercise price was greater than the
average  market price of the common  shares  totaled  1,190,000,  1,198,000  and
652,000  units.  The  assumed  conversion  of the  preferred  units  as of the
beginning of the year would have been anti-dilutive.

11.  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.

Had compensation  cost for these plans been determined for options granted since
January 1, 1995 consistent with Statement of Financial  Accounting Standards No.
123,  Accounting for Stock-Based  Compensation  ("SFAS 123"), our net income and
earnings per unit would have been reduced to the following pro forma amounts (in
thousands, except per unit amounts):
<TABLE>
<CAPTION>


                                          2001              2000             1999
------------------ ---------------- ------------ ----------------- ----------------
<S>                <C>                   <C>              <C>              <C>
Net income:        As reported           $9,154           $ 5,268          $20,866
                   Pro forma             $8,925           $ 4,985          $20,599

Basic EPS:         As reported           $  .67            $  .32          $  1.74
                   Pro forma             $  .65            $  .29          $  1.71

Diluted EPS:       As reported           $  .67            $  .31          $  1.74

                   Pro forma             $  .65            $  .29          $  1.71
</TABLE>

                                       F-13
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

Because  the SFAS 123  method of  accounting  has not been  applied  to  options
granted prior to January 1, 1995, the resulting pro forma  compensation cost may
not be  representative of that to be expected in future years. 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
grants in 2000 and 1999, respectively: Expected dividend yields ranging from 10%
to 11%;  expected  lives  ranging from 5 years to 7 years;  expected  volatility
ranging  from 20% to 23%; and  risk-free  interest  rates  ranging from 4.72% to
6.61%. There were no option grants in 2001.

The Company and the Operating  Partnership may issue up to a combined  1,750,000
shares and units  under The Share  Option  Plan and The Unit  Option  Plan.  The
Company and the Operating  Partnership have granted  1,529,310  options,  net of
options  forfeited,  through  December  31, 2001.  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, 2001 have exercise  prices between  $18.625
and  $30.50,  with a weighted  average  exercise  price of $23.68 and a weighted
average remaining contractual life of 4.78 years.

A summary of the status of the our two plans at December 31, 2001, 2000 and 1999
and changes  during the years then ended is presented in the table and narrative
below:
<TABLE>
<CAPTION>
                                                  2001                        2000                       1999
                                      --------------------------- -------------------------- -----------------------
                                           Units       Wtd Avg         Units      Wtd Avg         Units     Wtd Avg
                                                       Ex Price                   Ex Price                  Ex Price
------------------------------------- ------------- ------------- ------------ ------------- ----------- -----------
<S>                                      <C>           <C>          <C>           <C>         <C>           <C>
Outstanding at beginning                 1,406,870     $ 23.63      1,227,490     $ 24.55     1,030,660     $ 25.16
   of year
Granted                                        ---         ---        225,200       18.63       226,800       22.13
Exercised                                 (10,800)      18.625             ---        ---           (500)     23.80
Forfeited                                   (8,640)      23.66        (45,820)      23.72       (29,470)      26.94
------------------------------------- -------------- ------------ -------------- ----------- ------------- ---------
Outstanding at end of year                1,387,430    $ 23.68      1,406,870     $ 23.63     1,227,490     $ 24.55
------------------------------------- -------------- ------------ -------------- ----------- ------------- ---------
Exercisable at end of year                1,006,490    $ 24.16        858,230     $ 24.19       718,630     $ 23.97
Weighted average fair value
   of options granted                       $   ---                    $ 1.20                    $ 1.05
</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 third year of employment and
100% vesting after seven years of employment. The employer matching contribution
expense for the years 2001, 2000 and 1999 was immaterial.

Effective  January 1, 2002, the vesting  schedule of our 401(k) Plan was amended
providing  for 20% annual  vesting  starting  with the second year of employment
with 100% vesting after six years of employment.

12.   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  non-recurring  development  activities at
other sites were  written  off.  The total  non-cash,  non-recurring  charge for
abandoned development costs in the fourth quarter of 2000 was $1.8 million.


                                       F-14
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

13.      Disposition of Properties

In June 2000,  we sold our  centers in  Lawrence,  KS and  McMinnville,  OR. Net
proceeds received from the sales totaled $7.1 million. As a result of the sales,
we  recognized a loss on sale of real estate of $5.9  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 real estate that the Stroud, OK center was located
on prior to its destruction in May 1999 by a tornado. The land and site work had
a net book value of $1.8 million and we recognized a loss on sale of real estate
of  $1,046,000.   The  net  proceeds  from  the  sale  of  the  real  estate  of
approximately $723,500 were received in January 2001.
14.  Supplementary Income Statement Information

The following amounts are included in property  operating expenses for the years
ended December 31, 2001, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>

                                               2001          2000         1999
---------------------------------------- ------------- ------------ ------------
<S>                                           <C>          <C>          <C>
Advertising and promotion                     $ 9,250      $ 9,114      $ 8,579
Common area maintenance                        13,155       13,777       12,296
Real estate taxes                               8,902        7,434        7,396
Other operating expenses                        3,332        3,298        2,314
---------------------------------------- ------------- ------------ ------------
                                             $ 34,639     $ 33,623     $ 30,585
---------------------------------------- ------------- ------------ ------------
</TABLE>

15.  Lease Agreements

We are the lessor of a total of 1,147 stores in 29 factory outlet centers, under
operating  leases with initial terms that expire from 2002 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, 2001 are as
follows (in thousands):
<TABLE>
<CAPTION>
<S>                              <C>
 2002                            $ 67,523
 2003                              55,147
 2004                              43,520
 2005                              30,041
 2006                              17,328
 Thereafter                        40,422
 -------------------- --------------------
                                $ 253,981
 -------------------- --------------------
</TABLE>

16.  Commitments and Contingencies

At December 31, 2001, there were no material commitments for construction of new
developments or additions to existing  properties.  Commitments for construction
represent only those costs contractually required to be paid by us.

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
$664,000 and $615,000 at December 31, 2001 and 2000, respectively.

                                       F-15
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS

Our non-cancelable  operating leases,  with initial terms in excess of one year,
have terms that  expire  from 2002 to 2085.  Annual  rental  payments  for these
leases  aggregated  $2,333,000,  $2,023,000 and $1,481,000,  for the years ended
December 31, 2001, 2000 and 1999,  respectively.  Minimum lease payments for the
next five years and thereafter are as follows (in thousands):
<TABLE>
<CAPTION>

<S>                               <C>
 2002                             $ 2,264
 2003                               1,914
 2004                               1,832
 2005                               1,824
 2006                               1,819
 Thereafter                        64,401
 ------------------- ---------------------
                                 $ 74,054
 ------------------- ---------------------
</TABLE>

We are also  subject to legal  proceedings  and claims  which have arisen in the
ordinary  course  of  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-16
<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,  2002  appearing  in  the  2001  Form  10-K  of  Tanger  Properties  Limited
Partnership also included an audit of the financial statement schedule listed in
Item  14(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, 2002



                                       F-17
<PAGE>
<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2001
                                 (In thousands)

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


                                                                  Buildings,             Buildings,
 Outlet Center                                                  Improvements            Improvements
      Name             Location        Encumbrances     Land     & Fixtures     Land     & Fixtures
----------------- ------------------- -------------- --------- -------------- -------- --------------
<S>               <C>                       <C>        <C>          <C>         <C>          <C>
Barstow           Barstow, CA                    --    $3,941       $ 12,533    $ ---        $ 1,209
----------------- ------------------- -------------- --------- -------------- -------- --------------
Blowing Rock      Blowing Rock, NC          $ 9,782     1,963          9,424      ---          2,185
----------------- ------------------- -------------- --------- -------------- -------- --------------
Boaz              Boaz, AL                      ---       616          2,195      ---          2,142
----------------- ------------------- -------------- --------- -------------- -------- --------------
Bourne            Bourne, MA                    ---       899          1,361      ---            290
----------------- ------------------- -------------- --------- -------------- -------- --------------
Branch            North Branch, MN              ---       247          5,644      249          4,030
----------------- ------------------- -------------- --------- -------------- -------- --------------
Branson           Branson, MO                24,000     4,557         25,040      ---          7,751
----------------- ------------------- -------------- --------- -------------- -------- --------------
Casa Grande       Casa Grande, AZ               ---       753          9,091      ---          1,907
----------------- ------------------- -------------- --------- -------------- -------- --------------
Clover            North Conway, NH              ---       393            672      ---            247
----------------- ------------------- -------------- --------- -------------- -------- --------------
Commerce I        Commerce, GA                8,723       755          3,511      492          9,273
----------------- ------------------- -------------- --------- -------------- -------- --------------
Commerce II       Commerce, GA               29,500     1,262         14,046      541         17,838
----------------- ------------------- -------------- --------- -------------- -------- --------------
Dalton            Dalton, GA                 11,327     1,641         15,596      ---            444
----------------- ------------------- -------------- --------- -------------- -------- --------------
Ft. Lauderdale    Ft. Lauderdale, FL                    9,412          6,986      300             18
----------------- ------------------- -------------- --------- -------------- -------- --------------
Gonzales          Gonzales, LA                  ---       876         15,895       17          5,248
----------------- ------------------- -------------- --------- -------------- -------- --------------
Kittery-I         Kittery, ME                 6,445     1,242          2,961      229          1,339
----------------- ------------------- -------------- --------- -------------- -------- --------------
Kittery-II        Kittery, ME                   ---       921          1,835      529            597
----------------- ------------------- -------------- --------- -------------- -------- --------------
Lancaster         Lancaster, PA              14,822     3,691         19,907      ---         11,091
----------------- ------------------- -------------- --------- -------------- -------- --------------
LL Bean           North Conway, NH              ---     1,894          3,351      ---          1,063
----------------- ------------------- -------------- --------- -------------- -------- --------------
Locust Grove      Locust Grove, GA              ---     2,558         11,801      ---          8,365
----------------- ------------------- -------------- --------- -------------- -------- --------------
Martinsburg       Martinsburg, WV               ---       800          2,812      ---          1,391
----------------- ------------------- -------------- --------- -------------- -------- --------------
Nags Head         Nags Head, NC               6,638     1,853          6,679      ---          1,747
----------------- ------------------- -------------- --------- -------------- -------- --------------
Pigeon Forge      Pigeon Forge, TN              ---       299          2,508      ---          2,046
----------------- ------------------- -------------- --------- -------------- -------- --------------
Riverhead         Riverhead, NY                 ---       ---         36,374    6,152         72,640
----------------- ------------------- -------------- --------- -------------- -------- --------------
San Marcos        San Marcos, TX             38,542     1,801          9,440       17         35,170
----------------- ------------------- -------------- --------- -------------- -------- --------------
Sanibel           Sanibel, FL                   ---     4,916         23,196      ---          3,014
----------------- ------------------- -------------- --------- -------------- -------- --------------
Sevierville       Sevierville, TN               ---       ---         18,495      ---         25,823
----------------- ------------------- -------------- --------- -------------- -------- --------------
Seymour           Seymour, IN                   ---     1,671         13,249      ---            692
----------------- ------------------- -------------- --------- -------------- -------- --------------
Terrell           Terrell, TX                   ---       778         13,432      ---          5,660
----------------- ------------------- -------------- --------- -------------- -------- --------------
West Branch       West Branch, MI             7,190       350          3,428      121          5,216
----------------- ------------------- -------------- --------- -------------- -------- --------------
Williamsburg      Williamsburg, IA           19,767       706          6,781      716         12,429
----------------- ------------------- -------------- --------- -------------- -------- --------------
                                          $ 176,736  $ 50,795       $298,243   $9,363       $240,865
----------------- ------------------- -------------- --------- -------------- -------- --------------
</TABLE>
                                       F-18
<PAGE>
<TABLE>
<CAPTION>

                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                  SCHEDULE III - (Continued)
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2001
                                 (In thousands)

-------------------------------------  -------------------------------------- ------------- ------------- --------------
                                               Gross Amount Carried
                                                at Close of Period
            Description                            12/31/01 (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            $3,941         $13,742      $17,683        $4,724      1995           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Blowing Rock      Blowing Rock, NC        1,963          11,609       13,572         1,693    1997 (3)         (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Boaz              Boaz, AL                  616           4,337        4,953         2,140      1988           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Bourne            Bourne, MA                899           1,651        2,550           892      1989           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Branch            North Branch, MN          496           9,674       10,170         4,010      1992           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Branson           Branson, MO             4,557          32,790       37,347        11,202      1994           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Casa Grande       Casa Grande, AZ           753          10,998       11,751         5,199      1992           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Clover            North Conway, NH          393             919        1,312           533      1987           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Commerce I        Commerce, GA            1,247          12,784       14,031         5,143      1989           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Commerce II       Commerce, GA            1,803          31,884       33,687         7,979      1995           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Dalton            Dalton, GA              1,641          16,040       17,681         2,023    1998 (3)         (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Ft. Lauderdale    Ft. Lauderdale, FL      9,712           7,004       16,716           571    1999 (3)         (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Gonzales          Gonzales, LA              893          21,143       22,036         8,869      1992           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Kittery-I         Kittery, ME             1,471           4,300        5,771         2,569      1986           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Kittery-II        Kittery, ME             1,450           2,432        3,882         1,124      1989           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Lancaster         Lancaster, PA           3,691          30,998       34,689         8,953    1994 (3)         (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
LL Bean           North Conway, NH        1,894           4,414        6,308         2,247      1988           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Locust Grove      Locust Grove, GA        2,558          20,166       22,724         6,470      1994           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Martinsburg       Martinsburg, WV           800           4,203        5,003         2,250      1987           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Nags Head         Nags Head, NC           1,853           8,426       10,279         1,526    1997 (3)         (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Pigeon Forge      Pigeon Forge, TN          299           4,554        4,853         2,254      1988           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Riverhead         Riverhead, NY           6,152         109,014      115,166        24,336      1993           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
San Marcos        San Marcos, TX          1,818          44,610       46,428         8,356      1993           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Sanibel           Sanibel, FL             4,916          26,210       31,126         2,871    1998 (3)         (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Sevierville       Sevierville, TN           ---          44,318       44,318         6,847    1997 (3)         (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Seymour           Seymour, IN             1,671          13,941       15,612         5,360      1994           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Terrell           Terrell, TX               778          19,092       19,870         6,721      1994           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
West Branch       West Branch, MI           471           8,644        9,115         3,475      1991           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
Williamsburg      Williamsburg, IA        1,422          19,210       20,632         8,613      1991           (2)
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
                                        $60,158        $539,108     $599,266      $148,950
----------------- -------------------  --------- --------------- ------------ ------------- ------------- --------------
(1)  Aggregate   cost  for  federal   income  tax   purposes  is   approximately
     $618,886,000
(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-19
<PAGE>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                           SCHEDULE III - (Continued)
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2001
                                 (In Thousands)

The changes in total real estate for the three years ended December 31, 2001 are
as follows:
<TABLE>
<CAPTION>

                                                       2001             2000              1999
                                              -------------- ---------------- -----------------
<S>                                                <C>              <C>               <C>
        Balance, beginning of year                 $584,928         $566,216          $529,247
        Acquisition of real estate                      ---              ---            15,500
        Improvements                                 14,338           39,701            31,343
        Dispositions and other                          ---         (20,989)           (9,874)
                                              -------------- ---------------- -----------------
        Balance, end of year                       $599,266         $584,928          $566,216
                                              ============== ================ =================

</TABLE>

The changes in accumulated  depreciation  for the three years ended December 31,
2001 are as follows:
<TABLE>
<CAPTION>

                                                       2001             2000             1999
                                              -------------- ---------------- ----------------
<S>                                               <C>              <C>                <C>
        Balance, beginning of year                $ 122,365        $ 104,511          $84,685
        Depreciation for the period                  26,585           24,239           23,095
        Dispositions and other                          ---          (6,385)          (3,269)
                                              -------------- ---------------- ----------------
        Balance, end of year                       $148,950         $122,365         $104,511
                                              ============== ================ ================
</TABLE>


                                       F-20
<PAGE>