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, 2003
                                       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.[ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities and Exchange Act of 1934). Yes X No - -

                       Documents Incorporated By Reference

Part III  incorporates  certain  information by reference from the  Registrant's
definitive  proxy statement to Tanger Factory Outlet  Centers,  Inc. to be filed
with respect to the Annual Meeting of Shareholders to be held May 14, 2004.

                                       1
<PAGE>

PART I

Item 1. Business

The Operating Partnership

Tanger Properties Limited Partnership and subsidiaries, a North Carolina limited
partnership, focuses exclusively on developing, acquiring, owning, operating and
managing  factory  outlet  shopping  centers.  Since entering the factory outlet
center  business  23 years ago,  we have  become one of the  largest  owners and
operators of factory  outlet  centers in the United  States.  As of December 31,
2003, we owned  interests in 36 centers,  with a total gross  leasable  area, or
("GLA"),  of approximately 8.9 million square feet, which were 96% occupied.  In
addition as of December  31,  2003,  we managed for a fee four  centers,  with a
total GLA of  approximately  434,000  square feet,  bringing the total number of
centers we operated to 40 with a total GLA of  approximately  9.3 million square
feet containing over 2,000 stores and representing over 400 store brands.

We are controlled by Tanger Factory Outlet  Centers,  Inc. and  subsidiaries,  a
fully-integrated,  self-administered  and  self-managed  real estate  investment
trust  ("REIT").  The  Company  owns the  majority  of the units of  partnership
interest  issued by the  Operating  Partnership  (the  "Units")  through its 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 as a limited partner. Stanley K. Tanger, our Chairman of the
Board and Chief Executive  Officer,  is the sole general partner of TFLP. Unless
the context  indicates  otherwise,  the term "Operating  Partnership"  refers to
Tanger  Properties  Limited  Partnership and subsidiaries and the term "Company"
refers to Tanger Factory Outlet Centers, Inc. and subsidiaries.  The terms "we",
"our" and "us" refer to the Operating  Partnership or the Operating  Partnership
and the Company together, as the text requires.

As of December  31, 2003,  Tanger GP Trust owned  150,000  Units,  the Tanger LP
Trust  owned  12,810,643  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.  As of February
2,  2004,  Company's  management  beneficially  owns  approximately  20%  of all
outstanding common shares (assuming TFLP's Units are exchanged for common shares
but  without  giving  effect  to the  exercise  of  any  outstanding  share  and
partnership Unit options).

Ownership of the Company's common 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.  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 shares equal to at least
90% of its taxable income each year.

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


                                       2
<PAGE>

Recent Developments

In December  2003 we  completed  the  acquisition  of the Charter Oak  Partners'
portfolio of nine factory  outlet  centers  totaling  approximately  3.3 million
square  feet.   We  and  an  affiliate  of  Blackstone   Real  Estate   Advisors
("Blackstone")  acquired the portfolio  through a joint venture in the form of a
limited liability company, COROC Holdings,  LLC ("COROC").  We own one-third and
Blackstone  owns  two-thirds  of  the  joint  venture.   We  provide  operating,
management, leasing and marketing services to the properties for a fee.

The  purchase  price for this  transaction  was $491.0  million,  including  the
assumption of approximately  $186.4 million of  cross-collateralized  debt which
has a stated, fixed interest rate of 6.59% and matures in July 2008. We recorded
the debt at its fair value of $198.3 million, with an effective interest rate of
4.97%.  Accordingly,  a debt premium of $11.9  million was recorded and is being
amortized  over the life of the debt.  We financed the majority of our equity in
the joint  venture  with  proceeds  from the  Company's  issuance of 2.3 million
common  shares at $40.50  per share  which  were  contributed  to the  Operating
Partnership in exchange for 2.3 million limited  partnership units and we expect
that the  transaction  will be accretive to our operating  results in 2004.  The
successful equity financing allows us to maintain a strong balance sheet and our
current financial flexibility.

At  December   31,  2003,   we  had   ownership   interests  in  or   management
responsibilities for 40 centers in 23 states totaling 9.3 million square feet of
operating  GLA compared to 34 centers in 21 states  totaling 6.2 million  square
feet of  operating  GLA as of  December  31,  2002.  The  increase is due to the
following events:
<TABLE>
<CAPTION>
                                                                          No.
                                                                          of             GLA
                                                                        Centers        (000's)      States
--------------------------------------------------------------------- ------------ ------------ -----------
<S>                                                                         <C>       <C>            <C>
As of December 31, 2002                                                      34        6,186          21
--------------------------------------------------------------------- ------------ ------------ -----------
     New development expansion:
         Myrtle Beach Hwy 17, South Carolina -
              (unconsolidated joint venture)                                ---           64         ---
     Acquisitions/Expansions:
         Sevierville, Tennessee (wholly-owned)                              ---           64         ---
         Charter Oak portfolio (consolidated joint venture):
           Rehoboth, Delaware                                                 1          569           1
           Foley, Alabama                                                     1          536         ---
           Myrtle Beach Hwy 501, South Carolina                               1          427         ---
           Hilton Head, South Carolina                                        1          393         ---
           Park City, Utah                                                    1          301           1
           Westbrook, Connecticut                                             1          291           1
           Lincoln City, Oregon                                               1          270           1
           Tuscola, Illinois                                                  1          258           1
           Tilton, New Hampshire                                              1          228         ---
     Dispositions:
         Martinsburg, West Virginia (wholly-owned)                           (1)         (49)         (1)
         Casa Grande, Arizona (wholly-owned)                                 (1)        (185)         (1)
         Bourne, Massachusetts (managed)                                     (1)         (23)         (1)
--------------------------------------------------------------------- ------------ ------------ -----------
As of December 31, 2003                                                      40        9,330          23
--------------------------------------------------------------------- ------------ ------------ -----------
</TABLE>

During 2003, we continued to utilize multiple  sources of capital.  We completed
the following liquidity transactions during the year:

o    In December 2003, the Company  completed a public  offering of 2,300,000
     common  shares at a price of $40.50  per  share,  and  contributed  the net
     proceeds of  approximately  $88.0 million to the Operating  Partnership  in
     exchange for 2.3 million limited  partnership  units. The net proceeds were
     used together with other  available funds to fund our portion of the equity
     required to acquire the Charter Oak portfolio of outlet shopping centers as
     mentioned above and for general corporate purposes.  In addition in January
     2004,  the  underwriters  of the December 2003  offering  exercised in full
     their  over-allotment  option to  purchase  an  additional  345,000  of the
     Company's  common  shares at the  offering  price of $40.50 per share.  The
     Company  contributed the net proceeds of  approximately  $13.2 million from
     the  exercise  of  the  over-allotment  in  exchange  for  345,000  limited
     partnership units.


                                       3
<PAGE>

o    We extended the maturities of our existing four  unsecured  lines of credit
     with Bank of America,  Fleet National Bank, SouthTrust Bank and Wells Fargo
     Bank until June 30, 2005 and  increased our line of credit with Wells Fargo
     Bank from $10  million  to $25  million.  This  addition  brings  the total
     capacity under our lines of credit to $100 million.

o    During 2003, we purchased, at a 2% premium, $2.6 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.  These purchases bring the total amount of these notes purchased in
     the last three years to $27.5 million. We currently have authority from our
     Board  of  Trustees  to  purchase  an  additional   $22.4  million  of  our
     outstanding  7.875%  senior,  unsecured  public notes and may, from time to
     time, do so at management's discretion.

o    On June 20,  2003,  the Company  redeemed all of its  outstanding  Series A
     Cumulative Convertible Redeemable Preferred Shares (the "Preferred Shares")
     held by the Preferred  Stock  Depositary in the form of Depositary  Shares,
     each representing  1/10th of a Preferred Share.  Since preferred units held
     by the Company's  majority  owned  subsidiary,  Tanger LP Trust,  are to be
     redeemed by the Operating Partnership to the extent any Preferred Shares of
     the  Company  are  redeemed,  proceeds  required  to redeem  the  Company's
     preferred  shares were funded by the Operating  Partnership in exchange for
     the  preferred  units held by the Company.  Likewise,  preferred  units are
     automatically converted into limited partnership units to the extent of any
     conversion  of the  Company's  preferred  shares  into common  shares.  The
     redemption  price was $250 per Preferred Share ($25 per Depositary  Share),
     plus  accrued and unpaid  dividends,  if any,  to, but not  including,  the
     redemption date. In total,  787,008 of the Depositary Shares were converted
     into 709,078  common shares and the Company  redeemed the remaining  14,889
     Depositary  Shares for $25 per share,  plus  accrued and unpaid  dividends.
     Likewise,  787,008  preferred  units were  converted  into 709,078  limited
     partnership  units and the  Operating  Partnership  redeemed the  remaining
     14,889 preferred units.  The Operating  Partnership  funded the redemption,
     totaling approximately $372,000, from cash flows from operations.

The Factory Outlet Concept

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

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 national manufacturers and consumers recognize the Tanger brand as one that
provides  factory 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.

                                       4
<PAGE>

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 major department stores and
manufacturer-owned,   full-price  retail  stores.   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.  Our centers are typically  situated in close  proximity to interstate
highways that provide accessibility and visibility to potential customers.

As of  February 1, 2004,  we had a diverse  tenant  base  comprised  of over 400
different well-known, upscale, national designer or brand name concepts, such as
Liz Claiborne,  GAP, Polo Ralph Lauren,  Reebok, Tommy Hilfiger,  Nautica, Coach
Leatherware and Brooks Brothers.  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 2003, 2002 and 2001. As of February
1, 2004, our largest tenant, including all of its store concepts,  accounted for
approximately  6.1% 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  90% of our  total  revenues  in 2003.  Revenues  from  contingent
sources,  such as percentage  rents,  vending income and  miscellaneous  income,
accounted  for  approximately  10% of 2003  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,
they  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.

In 1981,  Stanley K. Tanger began developing  successful factory outlet centers.
Steven B. Tanger  joined the  company in 1986 and by June 1993,  the Tangers had
developed 17 centers with a total GLA of approximately  1.5 million square feet.
In June 1993, we completed our initial  public  offering,  making Tanger Factory
Outlet Centers, Inc. the first publicly traded outlet center company.  Since our
initial  public  offering,   we  have  grown  our  portfolio  through  strategic
development and acquisitions.

Since entering the factory  outlet  business 23 years ago, we have become one of
the largest  owner  operators of factory  outlet  centers in the country.  As of
December 31, 2003, we owned interests in 36 shopping  centers,  with a total GLA
of approximately  8.9 million square feet, which were 96% occupied.  In addition
as of December  31, 2003,  we managed for a fee four  shopping  centers,  with a
total GLA of  approximately  434,000  square feet,  bringing the total number of
centers we operated to 40 with a total GLA of  approximately  9.3 million square
feet containing over 2,000 stores and representing over 400 store brands.

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  premier  brand name
manufacturers, such as Liz Claiborne, Reebok, Tommy Hilfiger, Polo Ralph Lauren,
GAP, Nautica, Coach Leatherware, Brooks Brothers, Zales and Nike.

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
45,000  cars per day. We also seek to enhance our  customer  base by  developing
centers  near or at  established  tourist  destinations.  Our current goal is to
target sites that are large  enough to support  centers  with  approximately  75
stores totaling at least 300,000 square feet of GLA.

                                       5
<PAGE>

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  achieve a strong and  flexible  financial  position  by:  (1)  managing  our
leverage  position  relative to our portfolio when pursuing new  development and
expansion  opportunities,  (2) extending and  sequencing  debt  maturities,  (3)
managing our interest  rate risk through a proper mix of fixed and variable rate
debt, (4) maintaining our liquidity by having  available lines of credit and (5)
preserving  internally  generated sources of capital by strategically  divesting
our underperforming assets, maintaining a conservative distribution payout ratio
and reinvesting a significant portion of our cash flow into our portfolio.

We have successfully increased our distributions each of our first ten years. At
the same time, we continue to have a low distribution  payout ratio,  defined as
annual  distributions as a percent of Funds From Operations  ("FFO"),  which for
the  year  ended  December  31,  2003,  was  71%.  As  a  result,   we  retained
approximately  $14.5  million of our 2003 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. For a
discussion  of FFO,  see  "Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operations - Funds From Operations".

Together with the Company,  we intend to retain the ability to raise  additional
capital,  including  public  debt or  equity,  to pursue  attractive  investment
opportunities that may arise and to otherwise act in a manner that we believe to
be in our unitholders'  best interests.  Prior to the 2002 and 2003 common share
offerings of the Company, we had established a shelf registration to allow us to
issue up to $400  million in either all debt or all equity of the Company or any
combination  thereof. In September 2002, the Company completed a public offering
of  1,000,000  common  shares  at a price of $29.25  per  share,  receiving  net
proceeds of approximately $28.0 million, which were contributed to the Operating
Partnership in exchange for 1,000,000 limited partnership units. We used the net
proceeds,  together with other available  funds, to acquire one outlet center in
Howell,  Michigan,  to reduce the outstanding balance on our lines of credit and
for general corporate purposes. In December 2003, the Company completed a public
offering of 2,300,000  common  shares at a price of $40.50 per share,  receiving
net proceeds of  approximately  $88.0  million,  which were  contributed  to the
Operating  Partnership in exchange for 2,300,000 limited partnership units.. The
net  proceeds  were used  together  with other  available  funds to finance  our
portion of the equity  required to acquire the Charter Oak  portfolio  of outlet
shopping  centers and for  general  corporate  purposes.  In addition in January
2004,  the  underwriters  of the December 2003 offering  exercised in full their
over-allotment  option to purchase an additional 345,000 of the Company's common
shares at the  offering  price of $40.50 per share.  We received net proceeds of
approximately $13.2 million from the exercise of the  over-allotment,  which was
also  contributed to the Operating  Partnership in exchange for 345,000  limited
partnership  units.  To  generate  capital to  reinvest  into  other  attractive
investment opportunities, we may also consider the use of additional operational
and developmental  joint ventures,  selling certain  properties that do not meet
our long-term investment criteria as well as outparcels on existing properties.

We maintain  unsecured,  revolving  lines of credit that  provide for  unsecured
borrowings  up to $100 million at December 31, 2003,  an increase of $15 million
in capacity from December 31, 2002. During 2003, we extended the maturity of all
lines of credit to June 30, 2005. 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 2004.

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.

                                       6
<PAGE>

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.  During the last  several  years,  the
factory outlet industry has been  consolidating  with smaller,  less capitalized
operators  struggling to compete with, or being  acquired by,  larger,  national
factory outlet operators. Since 1997 the number of factory outlet centers in the
United  States has  decreased  while the average size factory  outlet center has
increased.  During this period of  consolidation,  the high barriers to entry in
the factory outlet industry, including the need for extensive relationships with
premier brand name manufacturers, has minimized the number of new factory outlet
centers. Since January 2000 only 11 new factory outlet centers have opened. This
consolidation  trend and the high  barriers  to entry,  along with our  national
presence, access to capital and extensive tenant relationships,  have allowed us
to grow our business and improve our market position.

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
whom are based in and around that area.

We maintain  offices and employ  on-site  managers at 32 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 their lease agreement with us. There are however,  types of losses,
like those resulting from wars or  earthquakes,  which may either be uninsurable
or not economically insurable in some or all of our locations. An uninsured loss
could  result in a loss to us of both our  capital  investment  and  anticipated
profits from the affected property.

Employees

As of February 1, 2004, we had 207 full-time employees, located at our corporate
headquarters  in North  Carolina,  our  regional  office  in New York and our 32
business  offices.  At that date, we also  employed 226  part-time  employees at
various locations.

Item 2. Properties

As of February 1, 2004,  our  portfolio  consisted  of 40 centers  totaling  9.3
million  square  feet of GLA  located in 23  states.  We owned  interests  in 36
centers with a total GLA of  approximately  8.9 million  square feet and managed
for a fee four centers with a total GLA of  approximately  434,000  square feet.
Our  centers  range in size from  11,000 to 729,238  square  feet of GLA.  These
centers are typically strip shopping  centers that enable  customers to view all
of the shops from the  parking  lot,  minimizing  the time  needed to shop.  The
centers  are  generally  located  near  tourist   destinations  or  along  major
interstate  highways  to  provide  visibility  and  accessibility  to  potential
customers.

We believe that the centers are well  diversified  geographically  and by tenant
and that we are not dependent upon any single property or tenant. Our Riverhead,
New York center is the only property that  represented more than 10% of our 2003
annual  consolidated gross revenues.  No center represented more than 10% of our
consolidated  total assets as of December 31, 2003. See "Business and Properties
- Significant Property.

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.

                                       7
<PAGE>

Certain of our centers serve as collateral for mortgage notes payable. Of the 36
centers that we have ownership  interests in, we own the land  underlying 31 and
have ground leases on five.  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. Terms on the Riverhead Center ground lease
are renewed  automatically  unless we give notice otherwise.  The land parcel on
which the Riverhead  Center  expansion is located,  containing  approximately 43
acres,  is owned by us.  The land  parcel on which the  Myrtle  Beach  center is
located,  is also  subject to a ground  lease with an initial  term  expiring in
2026,  with  renewal at TWMB's  option for up to seven  additional  terms of ten
years  each.  The land  parcel on which  part of the  Rehoboth  Beach  center is
located,  is also  subject to a ground  lease with an initial  term  expiring in
2044, with renewal at our option for additional terms of twenty years each.

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

The table set forth below  summarizes  certain  information  with respect to our
existing centers,  excluding centers we manage but in which we have no ownership
interests, as of February 1, 2004.

Location of Centers (as of February 1, 2004)
                                   Number of         GLA             %
State                               Centers       (sq. ft.)        of GLA
-------------------------------- ------------- -------------- ---------------
South Carolina (1)(2)                 3            1,144,899        13
Georgia                               4              949,190        11
New York                              1              729,238        8
Texas                                 2              619,976        7
Alabama (2)                           2              615,250        7
Delaware (2)                          1              568,787        6
Tennessee                             2              513,581        6
Michigan                              2              437,651        5
Utah (2)                              1              300,602        3
Connecticut (2)                       1              291,051        3
New Hampshire (2)                     3              289,711        3
Missouri                              1              277,883        3
Iowa                                  1              277,230        3
Oregon (2)                            1              270,280        3
Illinois (2)                          1              258,114        3
Pennsylvania                          1              255,152        3
Louisiana                             1              245,199        3
Florida                               1              198,789        2
North Carolina                        2              187,702        2
Indiana                               1              141,051        2
Minnesota                             1              134,480        2
California                            1              105,950        1
Maine                                 2               84,313        1
-------------------------------- ------------- -------------- ---------------
   Total                              36           8,896,079       100
================================ ============= ============== ===============

(1)  Includes one center in Myrtle Beach, SC of which we own a 50% interest
     through a joint venture arrangement.

(2)  Includes  centers from the Charter Oak  portfolio  acquired on December 19,
     2003  of  which  we  own a  one-third  interest  through  a  joint  venture
     arrangement.

                                       8
<PAGE>

The table set forth below  summarizes  certain  information  with respect to our
existing centers,  excluding centers we manage but in which we have no ownership
interests,  as of  February 1, 2004.  Except as noted,  all  properties  are fee
owned.
<TABLE>
<CAPTION>

                                                                                 Mortgage
                                                                                   Debt
                                                                               Outstanding
                                                 GLA               %          (000's) as of
                 Location                     (sq. ft.)         Occupied    December 31, 2003
-------------------------------------------- ----------- ----- ----------- ---------------------
<S>                                             <C>                 <C>               <C>
Riverhead, NY (1)                               729,238             99                $  ---
Rehoboth, DE (1) (3)                            568,787             99                42,427
Foley, AL (3)                                   535,675             98                34,695
San Marcos, TX                                  442,486             99                37,299
Myrtle Beach 501, SC (3)                        427,472             96                24,634
Sevierville, TN (1)                             419,023            100                   ---
Hilton Head, SC (3)                             393,094             89                19,900
Commerce II, GA                                 342,556             94                29,500
Howell, MI                                      325,231            100                   ---
Myrtle Beach 17, SC (1) (2)                     324,333            100                   ---
Park City, UT (3)                               300,602             96                13,556
Westbrook, CT (3)                               291,051             91                16,108
Branson, MO                                     277,883            100                24,000
Williamsburg, IA                                277,230             96                19,064
Lincoln City, OR (3)                            270,280             92                11,202
Tuscola, IL (3)                                 258,114             78                21,739
Lancaster, PA                                   255,152             98                14,179
Locust Grove, GA                                247,454             99                   ---
Gonzales, LA                                    245,199             95                   ---
Tilton, NH (3)                                  227,966             96                13,997
Fort Meyers, FL                                 198,789             93                   ---
Commerce I, GA                                  185,750             69                 7,812
Terrell, TX                                     177,490             96                   ---
Dalton, GA                                      173,430             76                10,923
Seymour, IN                                     141,051             77                   ---
North Branch, MN                                134,480            100                   ---
West Branch, MI                                 112,420             98                 6,934
Barstow, CA                                     105,950             87                   ---
Blowing Rock, NC                                105,448             99                 9,517
Pigeon Forge, TN (1)                             94,558             88                   ---
Nags Head, NC                                    82,254            100                 6,458
Boaz, AL                                         79,575             97                   ---
Kittery I, ME                                    59,694            100                 6,216
LL Bean, North Conway, NH                        50,745            100                   ---
Kittery II, ME                                   24,619            100                   ---
Clover, North Conway, NH                         11,000            100                   ---
------------------------------------------- ------------ ----- -------- ---------------------
                                              8,896,079             95             $ 370,160
=========================================== ============ ===== ======== =====================

(1)  These properties or a portion thereof are subject to a ground lease.
(2)  Represents property that is currently held through an unconsolidated  joint
     venture in which we own a 50% interest. The joint venture had $29.5 million
     of construction loan debt as of December 31, 2003.
(3)  Represents  properties that are currently held through a consolidated joint
     venture in which we own a one-third interest.

</TABLE>
                                       9
<PAGE>

Lease Expirations

The  following  table  sets  forth,  as of  February  1, 2004,  scheduled  lease
expirations,  assuming  none of the  tenants  exercise  renewal  options for our
existing centers,  excluding centers we manage but in which we have no ownership
interests. 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>
         2004                   337           1,341,000 (3)    $ 12.97        $17,403           14
         2005                   368           1,800,000          13.38         24,086           20
         2006                   339           1,302,000          17.14         22,304           19
         2007                   296           1,322,000          15.94         21,085           18
         2008                   264           1,149,000          17.01         19,542           16
         2009                   110             480,000          15.37          7,373            6
         2010                    28             138,000          13.53          1,864            2
         2011                    14             119,000          12.67          1,507            1
         2012                    25             206,000          11.65          2,405            2
         2013                    17              86,000          19.30          1,667            1
   2014 & thereafter             18              80,000          12.30            977            1
------------------------ ----------- ----------------------- ---------- -------------- ------------------
         Total                1,816           8,023,000        $ 14.98      $ 120,213          100
======================== =========== ======================= ========== ============== ==================

(1)  Excludes  leases that have been  entered  into but which tenant has not yet
     taken possession, vacant suites, space under construction, temporary leases
     and month-to-month  leases totaling in the aggregate  approximately 873,000
     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 February 1, 2004,  approximately 449,000 square feet of the 1,790,000
     square feet scheduled to expire in 2004 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 for our existing centers, excluding centers
we manage but in which we have no ownership interests.

<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>
     2003                1,070,000             12                854,000           80             49,000           5
     2002                  935,000             16                819,000           88             56,000           6
     2001                  684,000             13                560,000           82             55,000           8
     2000                  690,000             13                520,000           75             68,000          10
     1999                  715,000             14                606,000           85             23,000           3

</TABLE>

                                       10
<PAGE>

The following table sets forth the average base rental rate increases per square
foot upon re-leasing  stores that were turned over or renewed during each of the
last five calendar years for our existing  centers,  excluding centers we manage
but in which we have no ownership interests.
<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>
    2003        854,000        $13.29         $13.32        --           272,000        $16.47          $17.13         4
    2002        819,000        $14.86         $15.02         1           229,000        $15.14          $15.74         4
    2001        560,000         14.08          14.89         6           269,000         14.90           16.43        10
    2000        520,000         13.66          14.18         4           303,000         14.68           15.64         7
    1999        606,000         14.36         14.36         --           241,000         15.51           16.57         7
---------------------

(1)  The square footage  released to new tenants  for2003,  2002, 2001, 2000 and
     1999  contains  49,000,  56,000,  55,000,  68,000 and 23,000  square  feet,
     respectively,  that was  released  to new  tenants  upon  expiration  of an
     existing lease during the current year.
</TABLE>

Occupancy Costs

We believe that our ratio of average tenant  occupancy cost (which includes base
rent, common area  maintenance,  real estate taxes,  insurance,  advertising and
promotions)  to average  sales per square foot is low relative to other forms of
retail  distribution.  The following table sets forth, for each of the last five
years, tenant occupancy costs per square foot as a percentage of reported tenant
sales per square foot for our existing centers,  excluding centers we manage but
in which we have no ownership interests.


                                     Occupancy Costs as a
                Year                   % of Tenant Sales
    ------------------------------ --------------------------
                2003                           7.4
                2002                           7.2
                2001                           7.1
                2000                           7.4
                1999                           7.8


                                       11
<PAGE>
Tenants

The  following  table sets forth  certain  information  with  respect to our ten
largest tenants and their store concepts as of February 1, 2004 for our existing
centers,  excluding  centers  we  manage  but in  which  we  have  no  ownership
interests.
<TABLE>
<CAPTION>
                                                 Number         GLA            % of Total
Tenant                                         of Stores     (sq. ft.)            GLA
--------------------------------------------- ------------- ------------- ---------------------
The Gap, Inc.:
<S>                                                <C>         <C>               <C>
     GAP                                           25          227,554           2.6
     Old Navy                                      16          231,801           2.6
     Banana Republic                               10           80,853           0.9
     Baby Gap                                       1            3,885           ---
     Gap Kids                                       1            3,142           ---
                                              -------- ---------------- -----------------------
                                                   53          547,235           6.1

Phillips-Van Heusen Corporation:
     Bass Shoe                                     31          206,273           2.3
     Van Heusen                                    30          128,847           1.4
     Geoffrey Beene Co. Store                      19           72,984           0.8
     Izod                                          16           40,480           0.5
                                              -------- ---------------- -----------------------
                                                   96          448,584           5.0
Liz Claiborne:
     Liz Claiborne                                 34          320,778           3.6
     Elizabeth                                      7           24,284           0.3
     DKNY Jeans                                     3            8,820           0.1
     Special Brands By Liz Claiborne                3            7,850           0.1
     Dana Buchman                                   3            6,975           0.1
     Claiborne Mens                                 2            4,897           0.1
                                              -------- ---------------- -----------------------
                                                   52          373,604           4.3

VF Factory Outlet:
        VF Factory Outlet, Inc                      7          184,122           2.1
        Nautica Factory Store                      25          106,441           1.2
        Nautica Jeans Co. Outlet                    1            4,500           0.1
                                              -------- ---------------- -----------------------
                                                   33          295,063           3.4

Reebok International, Ltd.:
     Reebok                                        28          239,102           2.7
     Rockport                                       4           11,900           0.1
     Greg Norman                                    1            3,000           ---
                                              -------- ---------------- -----------------------
                                                   33          254,002           2.8

Dress Barn Inc.                                    32          226,729           2.5

Polo Ralph Lauren:
     Polo Ralph Lauren                             19          160,604           1.8
     Polo Jeans                                     4           15,000           0.2
                                              -------- ---------------- -----------------------
                                                   23          175,604           2.0

Brown Group Retail, Inc:
     Factory Brand Shoe                            24          140,124           1.6
     Naturalizer                                   11           28,784           0.3
                                              -------- ---------------- -----------------------
                                                   35          168,908           1.9

Sara Lee Corporation:
     L'eggs, Hanes, Bali                           34          152,238           1.7
     Socks Galore                                   7            9,290           0.1
                                              -------- ---------------- -----------------------
                                                   41          161,528           1.8

Nike                                               11          160,078           1.8
                                              -------- ---------------- -----------------------

--------------------------------------------- -------- ---------------- -----------------------
Total of all tenants listed in table              409        2,811,335           31.6
============================================= ======== ================ =======================
</TABLE>
                                       12
<PAGE>

Significant Property

The center in Riverhead,  New York is our only center that  comprises  more than
10% of our  consolidated  total gross  revenues for the year ended  December 31,
2003. No center represents more than 10% of our consolidated  total assets as of
December 31, 2003.  The Riverhead  center  represented  21% of our  consolidated
gross revenue for the year ended  December 31, 2003.  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 2003,  2002 and  2001 was  100%,  100% and 99%.
Average  annualized  base rental rates  during 2003,  2002 and 2001 were $20.90,
$19.71 and $18.68 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,
2003, the net federal tax basis of this center was approximately  $76.6 million.
Real estate taxes  assessed on this center during 2003 amounted to $3.6 million.
Real estate taxes for 2004 are estimated to be approximately $3.9 million.

The  following  table  sets  forth,  as of  February  1, 2004,  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>
2004                               17                74,000            $ 19.58         $ 1,450              10
2005                               16                80,000              22.09           1,765              13
2006                               12                44,000              23.49           1,043               7
2007                               52               192,000              23.23           4,450              31
2008                               30               118,000              22.93           2,702              19
2009                               16                96,000              15.03           1,441              10
2010                              ---                   ---                ---             ---             ---
2011                                2                31,000              12.69             394               3
2012                                2                20,000               6.00             117               1
2013                                3                35,000              19.02             673               5
2014 and thereafter                 2                 9,000              15.35             146               1
---------------------------- --------- --------------------- ------------------ --------------- --------------------
Total                             152               699,000            $ 20.29        $ 14,181              100
============================ ========= ===================== ================== =============== ====================
(1)  Excludes  leases that have been entered into but which tenant has not taken
     possession,  vacant  suites,  temporary  leases and  month-to-month  leases
     totaling in the aggregate approximately 30,000 square feet.
(2)  Base rent is  defined  as the  minimum  payments  due,  excluding  periodic
     contractual  fixed increases and rents  calculated based on a percentage of
     tenants' sales.
</TABLE>

Item 3. Legal Proceedings

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

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

There  were  no  matters  submitted  to a  vote  of  security  holders,  through
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year ended December 31, 2003.


                                       13
<PAGE>

                        EXECUTIVE OFFICERS OF THE COMPANY

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


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

Stanley K. Tanger.........  80   Founder, Chairman of the Board of Directors and
                                    Chief Executive Officer
Steven B. Tanger..........  55   Director, President and Chief Operating Officer
Rochelle G. Simpson ......  64   Secretary and Executive Vice President -
                                     Administration and Finance
Willard A. Chafin, Jr.....  66   Executive Vice President - Leasing,
                                     Site Selection, Operations and Marketing
Frank C. Marchisello, Jr..  45   Executive Vice President -
                                     Chief Financial Officer
Joseph H. Nehmen..........  55   Senior Vice President - Operations
Carrie A. Warren..........  41   Senior Vice President - Marketing
Virginia R. Summerell.....  45   Treasurer and Assistant Secretary
Kevin M. Dillon...........  45   Vice President - Construction and Development
Lisa J. Morrison..........  44   Vice President - Leasing

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

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

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

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

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

                                       14
<PAGE>

     Frank  C.  Marchisello,  Jr.  Mr.  Marchisello  was  named  Executive  Vice
President  and Chief  Financial  Officer in April 2003.  Previously  he held the
position of Senior Vice  President  and Chief  Financial  Officer  since January
1999. He was named Vice President and Chief Financial  Officer in November 1994.
Previously,  he served as Chief Accounting  Officer since joining the Company in
January 1993 and Assistant  Treasurer  since  February  1994. He was employed by
Gilliam,  Coble & Moser,  certified public  accountants,  from 1981 to 1992, the
last six years of which he was a partner of the firm in charge of  various  real
estate  clients.  Mr.  Marchisello  is a  graduate  of the  University  of North
Carolina at Chapel Hill and is a certified public accountant.

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

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

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

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

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

                                       15
<PAGE>
                                     PART II

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

There is no established  public trading market for our Units. As of December 31,
2003, the Company's  wholly-owned  subsidiaries  owned 12,960,643 Units and TFLP
owned 3,033,305 Units as a limited partner.

We made distributions per partnership unit during 2003 and 2002 as follows:

                                              2003               2002
 ----------------------------------- -------------- --------------------
 First Quarter                            $  .6125           $  .6100
 Second Quarter                              .6150              .6125
 Third Quarter                               .6150              .6125
 Fourth Quarter                              .6150              .6125
 ----------------------------------- ---------------- ------------------
                                          $ 2.4575           $ 2.4475
 ----------------------------------- ---------------- ------------------


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


                                       16
<PAGE>
<TABLE>
<CAPTION>
Item 6.  Selected Financial Data

                                                  2003           2002            2001          2000           1999
------------------------------------------ ------------- ------------- -------------- ------------- ----------------
                                                       (In thousands, except per unit and center data)
OPERATING DATA
<S>                                        <C>            <C>             <C>           <C>          <C>
  Total revenues                           $   121,972    $   110,809     $   105,497   $   102,999  $    99,954
  Operating income                              43,052         38,762          37,090        37,001       39,492
  Income from continuing operations             16,444         10,694           6,618         9,436       14,908
  Net income                                    16,399         14,280           9,154         5,268       20,866

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

UNIT DATA
  Basic:
     Income from continuing operations     $      1.20    $       .79     $       .44   $       .70  $      1.19
     Net income                            $      1.19    $      1.11     $       .67   $       .32  $      1.74
     Weighted average units                     13,085         11,356          10,959        10,928       10,894
  Diluted:
     Income from continuing operations     $      1.18    $       .77     $       .44   $       .69  $      1.19
     Net income                            $      1.17    $      1.08     $       .67   $       .31  $      1.74
     Weighted average units                     13,300         11,539          10,979        10,953       10,904
  Distributions paid                       $      2.46    $      2.45     $      2.44   $      2.43  $      2.42

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

BALANCE SHEET DATA
  Real estate assets, before depreciation  $ 1,078,533    $   622,399     $   599,266   $   584,928  $   566,216
  Total assets                                 986,815        477,380         476,079       487,273      489,851
  Debt                                         540,319        345,005         358,195       346,843      329,647
  Total partners' equity                       206,600        114,265          97,877       117,974      141,054

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

OTHER DATA
  Cash flows provided by (used in):
     Operating activities                  $    44,818    $    39,175     $    44,616   $    38,420  $    43,169
     Investing activities                  $  (325,293)   $   (26,363)    $   (23,269)  $   (25,815) $   (45,959)
     Financing activities                  $   289,271    $   (12,247)    $  (21,476)   $   (12,474) $    (3,043)
  Funds from operations (1)                $    47,039    $    41,695     $    37,430   $    38,203  $    41,328
  Gross Leasable Area Open:
     Wholly-owned                                5,299          5,469           5,332         5,179        5,149
     Partially-owned (consolidated)              3,273            ---             ---           ---          ---
     Partially-owned (unconsolidated)              324            260             ---           ---          ---
     Managed                                       434            457             105           105          105
------------------------------------------ -------------- --------------- ------------- ------------ --------------
  Total GLA open at end of period                9,330          6,186           5,437         5,284        5,254
  Number of centers:
     Wholly-owned                                   26             28              29            29           31
     Partially-owned (consolidated)                  9            ---             ---           ---          ---
     Partially-owned (unconsolidated)                1              1             ---           ---          ---
     Managed                                         4              5               3             3            3
------------------------------------------ -------------- --------------- ------------- ------------ --------------
Total outlet centers in operation                   40             34              32            32           34
-----------------------

(1)  Funds from Operations ("FFO") is defined as net income (loss),  computed in
     accordance   with  generally   accepted   accounting   principles,   before
     extraordinary  items and gains  (losses) on sale or disposal of depreciable
     operating   properties,   plus   depreciation  and  amortization   uniquely
     significant  to  real  estate  and  after  adjustments  for  unconsolidated
     partnerships and joint ventures. For a complete discussion of FFO, see Item
     7 "Management's  Discussion and Analysis of Financial Condition and Results
     of Operations - Funds from Operations".
</TABLE>
                                       17
<PAGE>

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

The following  discussion  should be read in conjunction  with the  consolidated
financial statements appearing elsewhere in this report.  Historical results and
percentage relationships set forth in the consolidated 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 subsidiaries
and the term  "Company"  refers to  Tanger  Factory  Outlet  Centers,  Inc.  and
subsidiaries.  The terms "we", "our" and "us" refer to the Operating Partnership
or the Operating Partnership and the Company together, as the text requires.

The  discussion  of our  results  of  operations  reported  in the  consolidated
statements of operations compares the years ended December 31, 2003 and 2002, as
well as December 31, 2002 and 2001. Certain  comparisons between the periods are
made on a percentage  basis as well as on a weighted average gross leasable area
("GLA") basis, a technique  which adjusts for certain  increases or decreases in
the number of centers and corresponding  square feet related to the development,
acquisition,  expansion or disposition of rental properties.  The computation of
weighted  average GLA,  however,  does not adjust for  fluctuations in occupancy
that may occur subsequent to the original opening date.

Cautionary Statements

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

o    national and local general economic and market conditions;

o    demographic changes;

o    our  ability to  sustain,  manage or  forecast  our  growth  and  operating
     results;

o    existing  government  regulations  and changes in, or the failure to comply
     with, government regulations;

o    adverse publicity;

o    liability and other claims asserted against us;

o    competition;

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

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

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

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


                                       18
<PAGE>

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

o    changes in business strategy or development plans;

o    business disruptions;

o    the ability to attract and retain qualified personnel;

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

o    retention of earnings.

General Overview
In December  2003 we  completed  the  acquisition  of the Charter Oak  Partners'
portfolio of nine factory  outlet  centers  totaling  approximately  3.3 million
square  feet.   We  and  an  affiliate  of  Blackstone   Real  Estate   Advisors
("Blackstone")  acquired the portfolio  through a joint venture in the form of a
limited liability company, COROC Holdings,  LLC ("COROC").  We own one-third and
Blackstone  owns  two-thirds  of  the  joint  venture.   We  provide  operating,
management, leasing and marketing services to the properties for a fee.

The  purchase  price for this  transaction  was $491.0  million,  including  the
assumption of approximately  $186.4 million of  cross-collateralized  debt which
has a stated, fixed interest rate of 6.59% and matures in July 2008. We recorded
the debt at its fair value of $198.3 million, with an effective interest rate of
4.97%.  Accordingly,  a debt premium of $11.9  million was recorded and is being
amortized  over the life of the debt.  We financed the majority of our equity in
the joint  venture  with  proceeds  from the  Company's  issuance of 2.3 million
common  shares at $40.50  per share  which  were  contributed  to the  Operating
Partnership in exchange for 2.3 million limited  partnership units and we expect
that the  transaction  will be accretive to our operating  results in 2004.  The
successful equity financing allows us to maintain a strong balance sheet and our
current financial flexibility.

At  December   31,  2003,   we  had   ownership   interests  in  or   management
responsibilities for 40 centers in 23 states totaling 9.3 million square feet of
operating  GLA compared to 34 centers in 21 states  totaling 6.2 million  square
feet of  operating  GLA as of  December  31,  2002.  The  increase is due to the
following events:
<TABLE>
<CAPTION>

                                                                                  No.
                                                                                  of             GLA
                                                                                Centers        (000's)    States
--------------------------------------------------------------------- ------ ------------ ------------ -----------
As of December 31, 2002                                                               34        6,186          21
--------------------------------------------------------------------- ------ ------------ ------------ -----------
     New development expansion:
         Myrtle Beach Hwy 17, South Carolina -
<S>                                                                                 <C>           <C>        <C>
             (unconsolidated joint venture)                                          ---           64         ---
     Acquisitions/Expansions:
         Sevierville, Tennessee (wholly-owned)                                       ---           64         ---
         Charter Oak portfolio (consolidated joint venture):
           Rehoboth, Delaware                                                          1          569           1
           Foley, Alabama                                                              1          536         ---
           Myrtle Beach Hwy 501, South Carolina                                        1          427         ---
           Hilton Head, South Carolina                                                 1          393         ---
           Park City, Utah                                                             1          301           1
           Westbrook, Connecticut                                                      1          291           1
           Lincoln City, Oregon                                                        1          270           1
           Tuscola, Illinois                                                           1          258           1
           Tilton, New Hampshire                                                       1          228         ---
     Dispositions:
         Martinsburg, West Virginia (wholly-owned)                                    (1)         (49)         (1)
         Casa Grande, Arizona (wholly-owned)                                          (1)        (185)         (1)
         Bourne, Massachusetts (managed)                                              (1)         (23)         (1)
--------------------------------------------------------------------- ------ ------------ ------------ -----------
As of December 31, 2003                                                               40        9,330          23
--------------------------------------------------------------------- ------ ------------ ------------ -----------
</TABLE>
                                       19
<PAGE>

Results of Operations

A summary of the operating  results for the years ended December 31, 2003,  2002
and 2001 is presented in the following table, expressed in amounts calculated on
a weighted average GLA basis.

The results of operations  for 2003,  2002 and 2001 related to  properties  sold
since  December 31, 2001 are excluded  from the table below in  accordance  with
SFAS 144 "Accounting for the Impairment or Disposal of Long Lived Assets," ("FAS
144").  FAS 144 requires that results of operations and  gain/(loss) on sales of
real estate that have  separable,  identifiable  cash flows for properties  sold
subsequent to December 31, 2001 be reflected in the  Consolidated  Statements of
Operations as discontinued operations for all periods presented.

<TABLE>
<CAPTION>

                                                                   2003           2002            2001
--------------------------------------------------------- -------------- -------------- ---------------
GLA open at end of period (000's)
<S>                                                               <C>            <C>             <C>
     Wholly owned                                                 5,299          5,469           5,332
     Partially owned consolidated (1)                             3,273            ---             ---
     Partially owned unconsolidated (2)                             324            260             ---
     Managed                                                        434            457             105
--------------------------------------------------------- -------------- -------------- ---------------
Total GLA at end of period (000's)                                9,330          6,186           5,437
Weighted average GLA (000's) (1) (3)                              5,393          5,011           4,877
Occupancy percentage at end of period (4)                           96%            98%             96%
   Per square foot data
Revenues
   Base rentals                                                 $ 15.02        $ 14.79         $ 14.62
   Percentage rentals                                               .59            .71             .56
   Expense reimbursements                                          6.34           5.96            5.89
   Other income                                                     .66            .65             .56
--------------------------------------------------------- -------------- -------------- ---------------
     Total revenues                                               22.61          22.11           21.63
--------------------------------------------------------- -------------- -------------- ---------------
Expenses
   Property operating                                              7.46           6.96            6.73
   General and administrative                                      1.78           1.84            1.68
   Depreciation and amortization                                   5.40           5.58            5.61
--------------------------------------------------------- -------------- -------------- ---------------
     Total expenses                                               14.64          14.38           14.02
--------------------------------------------------------- -------------- -------------- ---------------
Operating income                                                   7.97           7.73            7.61
   Interest expense                                                4.91           5.68            6.25
--------------------------------------------------------- -------------- -------------- ---------------
Income before equity in earnings of unconsolidated
   joint ventures and discontinued operations                   $  3.06        $  2.05         $  1.36
--------------------------------------------------------- -------------- -------------- ---------------

(1)  Includes  nine  centers  totaling  3,273,041  square feet of which we own a
     one-third interest through a joint venture  arrangement but consolidate for
     financial reporting purposes under FIN 46.
(2)  Includes  one center  totaling  324,333  square  feet of which we own a 50%
     interest through a joint venture arrangement.
(3)  Represents GLA of wholly-owned and partially owned  consolidated  operating
     properties  weighted  by  months  of  operation.  GLA is not  adjusted  for
     fluctuations in occupancy that may occur subsequent to the original opening
     date.  Excludes GLA of  properties  for which their results are included in
     discontinued operations.
(4)  Represents  occupancy  only at  centers  in  which  we  have  an  ownership
     interest.
</TABLE>

                                       20
<PAGE>

2003 Compared to 2002

Base rentals increased $6.9 million,  or 9%, in the 2003 period when compared to
the same period in 2002.  The increase is primarily  due to the full year effect
of the  acquisition of our Howell,  Michigan center in September 2002 along with
our acquisition of additional GLA in January 2003 at our Sevierville,  Tennessee
center and subsequent  expansion at that center in the summer of 2003.  Also, in
December 2003, through a joint venture of which we own a one-third interest,  we
completed the  acquisition of nine properties in the Charter Oak portfolio which
are  consolidated  for  financial  reporting  purposes.  Base rent per  weighted
average GLA increased by $.23 per square foot from $14.79 per square foot in the
2002  period to $15.02 per square  foot in the 2003  period.  The  increase  was
attributable to the average initial base rent for new stores opened during 2003,
$18.83,  being  11.7%  higher  than the  average  base rent of $16.86 for stores
closed  during  2003.  The overall  portfolio  occupancy  at  December  31, 2003
decreased  2% from  98% to 96% due to the  acquired  properties  having  a lower
occupancy rate, 94%, than our portfolio, 97%, just prior to the acquisition. One
center  experienced a negative occupancy trend of at least 10% from December 31,
2002 to December 31, 2003.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined  levels (the "breakpoint"),  decreased $362,000
or 10%, and on a weighted  average GLA basis,  decreased $.12 per square foot in
2003  compared  to 2002  from  $.71 per  square  foot to $.59 per  square  foot.
Reported  same-space  sales per square foot for the twelve months ended December
31, 2003 were $301 per square  foot, a 2.3%  increase  over the prior year ended
December 31, 2002. Same-space sales is defined as the weighted average sales per
square  foot  reported in space open for the full  duration  of each  comparison
period. Our ability to attract high volume tenants to many of our outlet centers
continues to improve the average sales per square foot throughout our portfolio.
However,  many tenants' breakpoints are adjusted along with their base rent upon
renewal, resulting in a reduction in percentage rentals, but an increase in base
rentals.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  to 85% in 2003 from 86% in 2002  primarily as a result of higher real
estate taxes due to revaluations,  increases in property  insurance premiums and
increases in other non-reimbursable expenses.

Other income increased  $300,000,  or 9%, in 2003 compared to 2002 primarily due
to increases in vending and other  miscellaneous  income and an increase in fees
from managed properties.

Property  operating  expenses  increased  by $5.4  million,  or 15%, in the 2003
period as compared  to the 2002  period  and,  on a weighted  average GLA basis,
increased  $.50 per square foot from $6.96 to $7.46.  The increase is the result
of the  additional  operating  costs  of the  Howell,  Michigan  center  that we
acquired  in late  September  2002  and the  acquisition  and  expansion  in our
Sevierville, Tennessee center during 2003 as well as portfolio wide increases in
advertising, common area maintenance and property taxes.

General  and  administrative  expenses  increased  $337,000,  or 4%, in the 2003
period as compared to the 2002 period.  The increase is primarily  due to normal
increases in salaries and payroll taxes offset by a decrease in bad debt expense
as compared to the prior year. Also, as a percentage of total revenues,  general
and administrative  expenses were 8% in both the 2003 and 2002 periods and, on a
weighted average GLA basis, decreased $.06 per square foot from $1.84 per square
foot in the 2002 period to $1.78 per square foot in the 2003 period.

Interest  expense  decreased  $2.0  million  during 2003 as compared to 2002 due
primarily  to lower  average  interest  rates  during 2003 and a decrease in the
overall debt level due to the use of the  proceeds  from the exercise of 890,540
share and unit options during the year to reduce  outstanding debt. Also, during
2003,  we purchased,  at a 2% premium,  $2.6 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. These purchases
bring the total amount of these notes purchased in the last three years to $27.5
million.  The replacement of the 2004 bonds with funding through lines of credit
provided us with a significant interest expense reduction as the lines of credit
had a lower interest rate.

                                       21
<PAGE>

Depreciation  and amortization per weighted average GLA decreased from $5.58 per
square  foot in the 2002  period to $5.40 per square foot in the 2003 period due
to a  lower  mix of  tenant  finishing  allowances  included  in  buildings  and
improvements which are depreciated over shorter lives (i.e. over lives generally
ranging  from 3 to 10 years as opposed  to other  construction  costs  which are
depreciated over lives ranging from 15 to 33 years).

Equity in earnings from unconsolidated  joint ventures increased $427,000 in the
2003 period compared to the 2002 period due to the TWMB Associates, LLC ("TWMB")
outlet center in Myrtle Beach, South Carolina being open for a full year in 2003
compared  to six  months  in 2002,  as the  center  opened  in June  2002 and an
expansion of 64,000 square feet that occurred in 2003.

The decrease in discontinued  operations is due to the gains on sales of our Ft.
Lauderdale,  Florida and Bourne, Massachusetts centers and the leased outparcels
of land in Seymour,  Indiana and Casa Grande, Arizona, all of which were sold in
the 2002 period.  In 2003, only the Martinsburg,  West Virginia and Casa Grande,
Arizona centers were sold and included in discontinued operations.

2002 Compared to 2001

Base rentals increased $2.8 million,  or 4%, in the 2002 period when compared to
the same period in 2001.  The increase is primarily  due to the full nine months
effect of an  expansion at our San Marcos,  TX center which we completed  during
the fourth quarter of 2001 and the acquisition of our Howell, Michigan center in
September 2002. Base rent per weighted  average GLA increased by $.17 per square
foot from  $14.62  per square  foot in the 2001  period  compared  to $14.79 per
square foot in the 2002  period.  The  increase is the result of the addition of
the San Marcos  expansion to the portfolio  which had a higher average base rent
per square  foot  compared  to the  portfolio  average  and an increase of 2% in
average  base rent per square  foot on  approximately  1.0  million  square feet
renewed or re-tenanted  during 2002.  While the overall  portfolio  occupancy at
December 31, 2002 increased 2% from 96% to 98% compared with the prior year end,
two centers experienced  negative occupancy trends which were offset by positive
occupancy gains in other centers.

Percentage  rentals  increased  $834,000 or 31%,  and on a weighted  average GLA
basis,  increased  $.15 per  square  foot in 2002  compared  to  2001.  Reported
same-space  sales per square foot for the twelve months ended  December 31, 2002
were $294 per square foot, a 1.4%  increase  over the prior year ended  December
31, 2001.  Same-space  sales is defined as the weighted average sales per square
foot reported in space open for the full duration of each comparison period. Our
ability to attract high volume tenants to many of our outlet  centers  continues
to improve the average sales per square foot throughout our portfolio.  Reported
tenant sales for 2002 for all Tanger  Outlet  Centers  reached a record level of
$1.5 billion.

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 86% in 2002 from 88% in 2001  primarily as a result of higher real
estate taxes due to revaluations,  increases in property  insurance premiums and
increases in other non-reimbursable expenses.

Other income increased $526,000,  or 19%, in 2002 compared to 2001 primarily due
to gains  on  sales of  outparcels  of land in 2002  included  in other  income,
increases  in vending  and other  miscellaneous  income and the  recognition  of
management,  leasing and development fee revenue from our TWMB  Associates,  LLC
("TWMB") joint venture.

Property operating expenses increased by $2.0 million, or 6%, in the 2002 period
as compared to the 2001 period and, on a weighted  average GLA basis,  increased
$.23 per  square  foot  from  $6.73 to  $6.96.  The  increase  is the  result of
increased  costs in  marketing,  common area  maintenance,  real  estate  taxes,
property insurance, and other non-reimbursable expenses.

General and administrative  expenses increased $1.0 million, or 12%, in the 2002
period  as  compared  to the 2001  period.  The  increase  is  primarily  due to
increases  in  performance  based  bonus  accruals,   travel,  legal  and  other
professional  fees.  Also,  as a  percentage  of  total  revenues,  general  and
administrative  expenses  were 8% in both the 2002 and 2001  periods  and,  on a
weighted  average GLA basis increased $.16 per square foot from $1.68 per square
foot in the 2001 period to $1.84 per square foot in the 2002 period.

                                       22
<PAGE>

Interest  expense  decreased  $2.0  million  during 2002 as compared to 2001 due
primarily  to lower  average  interest  rates  during 2002 and a decrease in the
overall debt level due to the use of a portion of the proceeds received from the
Company's  equity offering  during the year to reduce  outstanding  debt.  Also,
beginning  in the  fourth  quarter  of 2001  and  continuing  through  2002,  we
purchased,  primarily at par,  approximately  $24.9  million of our  outstanding
7.875% senior, unsecured public notes that mature in October 2004. The purchases
were  funded by amounts  available  under our  unsecured  lines of  credit.  The
replacement of the 2004 bonds with funding  through lines of credit  provided us
with a significant interest expense reduction as the lines of credit had a lower
interest rate.

Depreciation and  amortization per weighted average GLA decreased  slightly from
$5.61 per square  foot in the 2001  period to $5.58 per square  foot in the 2002
period due to a lower mix of tenant finishing  allowances  included in buildings
and  improvements  which are  depreciated  over shorter  lives (i.e.  over lives
generally  ranging  from 3 to 10 years as  opposed to other  construction  costs
which are depreciated over lives ranging from 15 to 33 years).

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

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

Liquidity and Capital Resources

Net cash provided by operating activities was $44.8, $39.2 and $44.6 million for
the years ended December 31, 2003, 2002 and 2001, respectively.  The increase in
cash provided from  operating  activities  from 2002 to 2003 is primarily due to
the  increase in income  after  adjustments  for  non-cash  items and changes in
accounts  payable and accrued expenses and other assets as well as a decrease of
$2.0 million in interest expense.  The increase in other assets is due primarily
to the cash paid for the ground lease at the  Rehoboth  Beach,  Delaware  center
acquired in December  2003.  The decrease from 2001 to 2002 is due to changes in
accounts  payable  and  accrued  expenses  and  other  assets.  Net cash used in
investing  activities  amounted to $325.3,  $26.4 and $23.3 million during 2003,
2002 and 2001,  respectively,  and reflects  the  acquisitions,  expansions  and
dispositions  of real  estate  during  each  year.  Cash  provided  by (used in)
financing  activities of $289.3,  ($12.2) and ($21.5)  million in 2003, 2002 and
2001, respectively,  has fluctuated consistently with the capital needed to fund
the current  development  and  acquisition  activity and  reflects  increases in
distributions  paid  during  2003,  2002 and 2001.  Also,  the  increase in cash
provided by financing  activities  in 2003  compared to 2002 is due primarily to
the contribution by Blackstone related to COROC and the increase in net proceeds
from the  issuance  by the  Company of common  shares in 2003  compared to 2002,
which were  contributed  to the  Operating  Partnership  in exchange for limited
partnership  units. In 2003,  2,300,000  common shares were issue by the Company
versus 1,000,000 common shares in 2002. Also,  approximately  763,000 more share
and unit options were exercised in 2003 versus 2002.

Acquisitions and Dispositions

In January 2003, we acquired a 29,000 square foot, 100% leased expansion located
contiguous to our existing factory outlet center in Sevierville,  Tennessee at a
purchase price of $4.7 million. Construction of an additional 35,000 square foot
expansion of the center was  completed  during the third quarter and opened 100%
occupied.   The  cost  of  the  expansion  was  approximately  $4  million.  The
Sevierville center now totals approximately 419,000 square feet.

In May 2003, we completed the sale of our 49,000 square foot property located in
Martinsburg, West Virginia. Net proceeds received from the sale of this property
were approximately  $2.1 million.  As a result of the sale, we recognized a loss
on  sale of  real  estate  of  approximately  $735,000,  which  is  included  in
discontinued operations.

In October  2003,  we  completed  the sale of our 185,000  square foot  property
located in Casa Grande,  Arizona.  Net proceeds  received  from the sale of this
property were approximately $6.6 million. As a result of the sale, we recognized
a gain on sale of real estate of approximately $588,000.

We have an option to  purchase  land and have  begun the early  development  and
leasing of a site located near Pittsburgh, Pennsylvania. We currently expect the
center to be  approximately  420,000  square  feet upon total build out with the
initial phase scheduled to open in the fourth quarter of 2005.



                                       23
<PAGE>

Joint Ventures

COROC HOLDINGS, LLC

On  December  19,  2003,  COROC,  a joint  venture in which we have a  one-third
ownership  interest and consolidate for financial  reporting  purposes under the
provisions of Financial  Accountings Standards Board Interpretation No. 46 ("FIN
46"),  purchased  the 3.3 million  square foot  Charter Oak  portfolio of outlet
center properties for $491.0 million, including the assumption of $186.4 million
of  cross-collateralized  debt which has a stated,  fixed interest rate of 6.59%
and  matures  in July  2008.  We  recorded  the debt at its fair value of $198.3
million, with an effective interest rate of 4.97%.  Accordingly,  a debt premium
of $11.9 million was recorded and is being  amortized over the life of the debt.
We financed the majority of our share of the equity required for the transaction
through  proceeds  from the Company's  issuance of 2.3 million  common shares on
December 10, 2003, generating approximately $88.0 million in net proceeds. These
proceeds  were  contributed  to us by the  Company in  exchange  for 2.3 million
limited  partnership  units.  The results of the Charter Oak portfolio have been
included in the consolidated  financial  statements since December 19, 2003. The
acquisition  of the Charter Oak portfolio  solidifies our position in the outlet
industry. In addition, the centers acquired provide an excellent geographic fit,
a diversified  tenant portfolio and are in line with our strategy of creating an
increased presence in high-end resort locations.

We will have joint control with Blackstone over major  decisions.  If Blackstone
does not receive an annual minimum cash return of 6% on their  invested  capital
during any of the first  three years and 7% in any year  thereafter,  Blackstone
shall gain the right to become  the sole  managing  member of the joint  venture
with complete  authority to act for the joint venture,  including the ability to
dispose of one or more of the joint venture  properties to a third party.  Based
on current available cash flows from the properties,  we do not believe there is
a significant risk of default under this provision.

We will provide  operating,  management,  leasing and marketing  services to the
properties and will earn an annual management and leasing fee equal to $1.00 per
square  foot of gross  leasable  area.  We may also  earn an  additional  annual
incentive fee of up to approximately $800,000 if certain annual increases in the
net operating  income are met on an annual  basis.  These fees are payable prior
to, and are not subordinate to, any member  distributions  that may be required.
Blackstone  shall have the right to terminate the  management  agreement for the
joint venture if it does not receive its minimum cash return as described above.

After an  initial  42-month  lock-up  period,  either  party can  enter  into an
agreement for the sale of the Charter Oak portfolio, subject to a right of first
offer of the other party to acquire the entire portfolio.

During the operation of the joint venture,  Blackstone  will receive a preferred
cash  distribution  of 10% on their  invested  capital.  We will then  receive a
preferred cash distribution of 10% on our invested  capital.  Any remaining cash
flows from ongoing  operations  will be distributed  one-third to Blackstone and
two-thirds to us.

Upon exit or the sale of the  properties,  to the extent that cash is available,
Blackstone will first receive a distribution equal to their invested capital and
any unpaid preferred cash  distribution,  if any. We will then receive an unpaid
preferred cash distribution,  if any. Blackstone will then receive an additional
2% annual preferred cash distribution. We will then receive a distribution equal
to our invested capital and an additional 2% annual preferred cash distribution.
Finally, any remaining proceeds will be distributed  one-third to Blackstone and
two-thirds to us.

TWMB ASSOCIATES, LLC

In September 2001, we established  the TWMB  Associates,  LLC ("TWMB"),  a joint
venture in which we have a 50% ownership interest with Rosen-Warren Myrtle Beach
LLC  ("Rosen-Warren")  as our venture partner, to construct and operate a Tanger
Outlet center in Myrtle Beach, South Carolina. The Company and Rosen-Warren each
contributed  $4.3  million  in cash for a total  initial  equity in TWMB of $8.6
million.  In  June  2002  the  first  phase  opened  100%  leased  at a cost  of
approximately $35.4 million with approximately  260,000 square feet and 60 brand
name outlet tenants.

During 2003, we completed our 64,000 square foot second phase.  The second phase
cost approximately  $6.0 million.  The Company and Rosen-Warren each contributed
approximately  $1.1  million  each  toward the second  phase  which  contains 22
additional brand name outlet tenants.



                                       24
<PAGE>

In addition,  TWMB is currently  underway  with a 79,000 square foot third phase
expansion of the Myrtle Beach  center with an  estimated  cost of $9.7  million.
TWMB expects to complete the expansion with stores commencing  operations during
the summer of 2004. The Company and Rosen-Warren each made capital contributions
during the fourth  quarter of 2003 of $1.7  million  for the third  phase.  Upon
completion  of this third phase in 2004,  TWMB's  Myrtle Beach center will total
403,000 square feet. At December 31, 2003,  commitments for  construction of the
third phase expansion  amounted to $9.6 million.  Commitments  for  construction
represent only those costs contractually required to be paid by TWMB.

In  conjunction  with  the  construction  of  the  center,   TWMB  closed  on  a
construction  loan in the  amount  of $36.2  million  with Bank of  America,  NA
(Agent) and SouthTrust  Bank due in September  2005. As of December 31, 2003 the
construction  loan had a balance  of $29.5  million.  In  August  of 2002,  TWMB
entered into an interest rate swap agreement with Bank of America,  NA effective
through August 2004 with a notional amount of $19 million. Under this agreement,
TWMB receives a floating  interest rate based on the 30 day LIBOR index and pays
a fixed  interest rate of 2.49%.  This swap  effectively  changes the payment of
interest  on $19  million  of  variable  rate  debt to fixed  rate  debt for the
contract  period at a rate of 4.49%.  All debt  incurred by this  unconsolidated
joint  venture is  collateralized  by its  property as well as joint and several
guarantees by Rosen-Warren and the Company.

Either  partner in TWMB has the right to  initiate  the sale or  purchase of the
other party's interest at certain times. If such action is initiated, one member
would  determine  the fair market  value  purchase  price of the venture and the
other would  determine  whether they would take the role of seller or purchaser.
The members' roles in this  transaction  would be determined by the tossing of a
coin, commonly known as a Russian roulette provision.  If either Rosen-Warren or
we enact this  provision and depending on our role in the  transaction as either
seller or purchaser,  we 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  results and  expectations  of developing  and
operating an outlet center in the Myrtle Beach area.

DEER PARK ENTERPRISE, LLC

During the third  quarter of 2003,  we  established  a wholly owned  subsidiary,
Tanger Deer Park, LLC ("Tanger Deer Park").  In September 2003, Tanger Deer Park
entered into a joint  venture  agreement  with two other  members to create Deer
Park  Enterprise,  LLC ("Deer  Park").  All members in the joint venture have an
equal ownership interest of 33.33%. Deer Park was formed for the purpose of, but
not  limited  to,  developing  a site  located  in  Deer  Park,  New  York  with
approximately  790,000 square feet planned at total buildout. We expect the site
will contain both outlet and big box retail tenants.

Each of the  three  members  made an equity  contribution  of $1.6  million.  In
conjunction  with the real  estate  purchase,  Deer Park closed on a loan in the
amount of $19 million with Fleet Bank due in October  2005 and a purchase  money
mortgage  note with the seller in the amount of $7 million.  Deer  Park's  Fleet
loan incurs  interest at a floating  interest rate equal to LIBOR plus 2.00% and
is collateralized by the property as well as joint and several guarantees by all
three  parties.  The purchase  money  mortgage note bears no interest.  However,
interest  has been  imputed  for  financial  statement  purposes at a rate which
approximates fair value.

In October 2003,  Deer Park entered into a  sale-leaseback  transaction  for the
above  mentioned  real  estate  located in Deer Park,  New York.  The  agreement
consists of the sale of the property to Deer Park for $29 million which is being
leased back to the seller under a 24 month operating lease agreement.  Under the
provisions of FASB  Statement No. 67  "Accounting  for Costs and Initial  Rental
Operations of Real Estate  Projects",  current rents received from this project,
net of  applicable  expenses,  are treated as  incidental  revenues  and will be
recognized  as a  reduction  in the basis of the  assets,  as  opposed to rental
revenues over the life of the lease, until such time that the current project is
demolished and the intended assets are constructed.

                                       25
<PAGE>

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

Preferred Share Redemption

On  June  20,  2003,  the  Company  redeemed  all of its  outstanding  Series  A
Cumulative Convertible Redeemable Preferred Shares (the "Preferred Shares") held
by the  Preferred  Stock  Depositary  in the  form of  Depositary  Shares,  each
representing  1/10th of a Preferred  Share.  Since  preferred  units held by the
Company's majority owned subsidiary,  Tanger LP Trust, are to be redeemed by the
Operating  Partnership  to the extent any  Preferred  Shares of the  Company are
redeemed, proceeds required to redeem the Company's preferred shares were funded
by the Operating  Partnership  in exchange for the  preferred  units held by the
Company.  Likewise,  preferred  units are  automatically  converted into limited
partnership  units to the extent of any  conversion of the  Company's  preferred
shares into common  shares.  The redemption  price was $250 per Preferred  Share
($25 per Depositary Share),  plus accrued and unpaid dividends,  if any, to, but
not including,  the redemption date. In total,  787,008 of the Depositary Shares
were converted into 709,078 common shares and the Company redeemed the remaining
14,889  Depositary  Shares for $25 per share, plus accrued and unpaid dividends.
Likewise,   787,008   preferred   units  were  converted  into  709,078  limited
partnership  units and the Operating  Partnership  redeemed the remaining 14,889
preferred  units.  The Operating  Partnership  funded the  redemption,  totaling
approximately $372,000, from cash flows from operations.

Financing Arrangements

During 2003,  we  purchased,  at a 2% premium,  $2.6 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.  These
purchases  bring the total  amount of these  notes  purchased  in the last three
years to $27.5  million.  We currently have authority from our Board of Trustees
to  purchase an  additional  $22.4  million of our  outstanding  7.875%  senior,
unsecured  public  notes  and  may,  from  time to time,  do so at  management's
discretion.

At December  31,  2003,  approximately  31% of our  outstanding  long-term  debt
represented  unsecured  borrowings and approximately 33% of the gross book value
of our real  estate  portfolio  was  unencumbered.  The average  interest  rate,
including  loan cost  amortization,  on average debt  outstanding  for the years
ended December 31, 2003 and 2002 was 7.6% and 8.1%, respectively.

Together with the Company,  we intend to retain the ability to raise  additional
capital,  including  public  debt or  equity,  to pursue  attractive  investment
opportunities that may arise and to otherwise act in a manner that we believe to
be in our unitholders'  best interests.  Prior to the 2002 and 2003 common share
offerings of the Company, we had established a shelf registration to allow us to
issue up to $400  million in either all debt or all equity of the Company or any
combination  thereof. In September 2002, the Company completed a public offering
of  1,000,000  common  shares  at a price of $29.25  per  share,  receiving  net
proceeds of approximately $28.0 million, which were contributed to the Operating
Partnership in exchange for 1,000,000 limited partnership units. We used the net
proceeds,  together with other available  funds, to acquire one outlet center in
Howell,  Michigan,  to reduce the outstanding balance on our lines of credit and
for general corporate purposes. In December 2003, the Company completed a public
offering of 2,300,000  common  shares at a price of $40.50 per share,  receiving
net proceeds of  approximately  $88.0  million,  which were  contributed  to the
Operating  Partnership in exchange for 2,300,000 limited partnership units.. The
net  proceeds  were used  together  with other  available  funds to finance  our
portion of the equity  required to acquire the Charter Oak  portfolio  of outlet
shopping  centers and for  general  corporate  purposes.  In addition in January
2004,  the  underwriters  of the December 2003 offering  exercised in full their
over-allotment  option to purchase an additional 345,000 of the Company's common
shares at the  offering  price of $40.50 per share.  We received net proceeds of
approximately $13.2 million from the exercise of the  over-allotment,  which was
also   contributed  to  the  Operating   Partnership  in  exchange  for  limited
partnership  units.  To  generate  capital to  reinvest  into  other  attractive
investment opportunities, we may also consider the use of additional operational
and developmental  joint ventures,  selling certain  properties that do not meet
our long-term investment criteria as well as outparcels on existing properties.

                                       26
<PAGE>

We maintain  unsecured,  revolving  lines of credit that  provide for  unsecured
borrowings  up to $100 million at December 31, 2003,  an increase of $15 million
in capacity from December 31, 2002. During 2003, we extended the maturity of all
lines of credit to June 30, 2005. 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 2004.

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 status with Real Estate
Investment Trust ("REIT") requirements in both the short and long term. Although
we receive  most of our rental  payments on a monthly  basis,  distributions  to
unitholders  are made quarterly and interest  payments on the senior,  unsecured
notes are made semi-annually. Amounts accumulated for such payments will be used
in the interim to reduce the outstanding  borrowings under the existing lines of
credit or invested in short-term money market or other suitable instruments.

Contractual Obligations and Commercial Commitments

The following table details our contractual obligations over the next five years
and thereafter as of December 31, 2003 (in thousands):
<TABLE>
<CAPTION>

Contractual Obligations                     2004        2005       2006        2007        2008      Thereafter
                                       ---------   ---------  ----------  ---------- ----------  --------------
<S>                                       <C>        <C>         <C>         <C>       <C>             <C>
Debt                                      $53,530    $49,253     $59,410     $6,344    $274,430        $ 85,500
Operating leases                            2,941      2,855       2,768      2,675       2,402          87,556
-------------------------------------- ----------- ---------- ----------- ---------- ----------- ---------------
                                          $56,471    $52,108     $62,178     $9,019    $276,832        $173,056
-------------------------------------- ----------- ---------- ----------- ---------- ----------- ---------------
</TABLE>

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

The following  table details our commercial  commitments as of December 31, 2003
(in thousands):

Commercial Commitments                                               2005
                                                                 --------
Lines of credit                                                  $ 77,350
Unconsolidated joint venture construction commitments               9,618
Unconsolidated joint venture guarantees                            55,200
---------------------------------------------------------- ---------------
                                                                $ 142,168
---------------------------------------------------------- ---------------

We currently  maintain four unsecured,  revolving  credit  facilities with major
national banking  institutions,  totaling $100 million.  As of December 31, 2003
amounts  outstanding under these credit facilities  totaled $22.65 million.  All
four credit facilities expire in June 2005.

We are party to a joint and several  guarantee with respect to the $36.2 million
construction  loan  obtained  by TWMB.  We are also party to a joint and several
guarantee  with  respect to the $19 million loan  obtained by Deer Park.  We are
only responsible for a guarantee equal to our ownership  interest  percentage of
one-third.  See "Joint  Ventures"  section  above for further  discussion of the
guarantees.

                                       27
<PAGE>

Related Party Transactions

As noted above in  "Unconsolidated  Joint  Ventures",  we are a 50% owner of the
TWMB joint venture.  TWMB pays us management,  leasing and development  fees for
services  provided to the joint  venture.  During 2003 and 2002,  we  recognized
approximately  $174,000 and $74,000 in management fees, $214,000 and $259,000 in
leasing fees and $9,000 and $76,000 in development fees.

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.

To manage our exposure to interest rate changes,  we negotiate  long-term  fixed
rate  debt  instruments  and from time to time  enter  into  interest  rate swap
agreements.  The swaps involve the exchange of fixed and variable  interest rate
payments based on a contractual  principal  amount and time period.  Payments or
receipts on the agreements are recorded as adjustments to interest  expense.  At
December 31, 2003,  TWMB had an interest rate swap agreement  effective  through
August 2004 with a notional amount of $19 million.  Under this  agreement,  TWMB
receives a  floating  interest  rate based on the 30 day LIBOR  index and pays a
fixed  interest  rate of 2.49%.  This swap  effectively  changes  the payment of
interest on $19 million of variable rate construction debt to fixed debt for the
contract period at a rate of 4.49%.

The fair value of the interest  rate swap  agreement  represents  the  estimated
receipts or payments that would be made to terminate the agreement.  At December
31,  2003,  TWMB  would  have  paid  approximately  $165,000  to  terminate  the
agreement.  A 1% decrease in the 30 day LIBOR  index would  increase  the amount
paid by TWMB by $129,000 to approximately  $294,000.  The fair value is based on
dealer  quotes,  considering  current  interest  rates  and  remaining  term  to
maturity.  TWMB does not intend to terminate  the interest  rate swap  agreement
prior to its maturity.  The fair value of this derivative is currently  recorded
as a liability in TWMB's Balance Sheet; however, if held to 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 long-term debt at December 31, 2003 was $571.5
million while the recorded value was $540.3 million, respectively. A 1% increase
from  prevailing  interest rates at December 31, 2003 would result in a decrease
in fair value of total  long-term  debt by  approximately  $10.0  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 consolidated
financial statements.

Principles of Consolidation

The consolidated  financial statements include our accounts and our wholly-owned
subsidiaries.  Intercompany  balances and  transactions  have been eliminated in
consolidation.   Investments  in  real  estate  joint  ventures  that  represent
non-controlling ownership interests are accounted for using the equity method of
accounting.  Under the  provisions  of FIN 46,  we are  considered  the  primary
beneficiary of our joint venture,  COROC.  Therefore,  the results of operations
and  financial  position  of COROC are  included in our  Consolidated  Financial
Statements.


                                       28
<PAGE>

In January of 2003,  the FASB issued FIN 46 which  clarifies the  application of
existing accounting pronouncements to certain entities in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated financial support from other parties. The provisions of
FIN 46 are effective immediately for all variable interests in variable interest
entities  created after January 31, 2003 and we will apply its provisions to any
variable interests in variable interest entities existing as of January 31, 2003
as of March 31,  2004 and  thereafter.  Certain of the  disclosure  requirements
apply to all financial  statements issued after January 31, 2003,  regardless of
when the variable interest entity was established.  We have evaluated Deer Park,
which was created after January 31, 2003 (Note 5) and have determined that under
the current facts and  circumstances we will not be required to consolidate this
entity under the provisions of FIN 46. We are in the process of evaluating  TWMB
Associates,  LLC  ("TWMB"),  a joint  venture  in which we have a 50%  ownership
interest  with  Rosen-Warren  Myrtle Beach LLC  ("Rosen-Warren")  as our venture
partner,  which was  created  prior to  January  31,  2003  (Note 5) in order to
determine  whether the entity is a variable  interest  entity and whether we are
considered  to be the  primary  beneficiary  or  whether  we hold a  significant
variable interest. TWMB is a joint venture arrangement where it is possible that
we may be required to consolidate or disclose  additional  information about our
50% interest in TWMB in the future.  Our maximum exposure to loss as a result of
our involvement in this joint venture, $41.9 million, is equal to our investment
in the joint  venture,  $5.7  million,  and our  obligation  under our joint and
several guarantee of TWMB's debt, $36.2 million.

Acquisition of Real Estate

In accordance with Statement of Financial Accounting Standards No. 141 "Business
Combinations"  ("FAS 141"),  we allocate  the  purchase  price based on the fair
value of land, building, tenant improvements,  debt and deferred lease costs and
other intangibles, such as the value of leases with above or below market rents,
origination costs associated with the in-place leases, and the value of in-place
leases and tenant  relationships,  if any. We depreciate the amount allocated to
building,  deferred lease costs and other intangible assets over their estimated
useful lives,  which generally  range from three to 40 years.  The values of the
above and below market  leases are  amortized and recorded as either an increase
(in the case of below market  leases) or a decrease (in the case of above market
leases) to rental income over the remaining  term of the associated  lease.  The
value associated with in-place leases and tenant relationships is amortized over
the expected term of the relationship,  which includes an estimated  probability
of the lease renewal and its estimated term. If a tenant vacates its space prior
to the  contractual  termination  of the lease and no rental  payments are being
made on the lease,  any unamortized  balance of the related deferred lease costs
will be written off. The tenant improvements and origination costs are amortized
as an expense over the remaining life of the lease (or charged against  earnings
if the lease is terminated prior to its contractual  expiration date). We assess
fair value based on estimated  cash flow  projections  that utilize  appropriate
discount and capitalization rates and available market information.

If we do  not  allocate  appropriately  to the  separate  components  of  rental
property,  deferred  lease costs and other  intangibles or if we do not estimate
correctly the total value of the property or the useful lives of the assets, our
computation  of  depreciation  expense  may  be  significantly   understated  or
overstated.

Cost Capitalization

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

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

If we  incorrectly  estimate the amount of costs to  capitalize,  our  financial
condition and results of operations could be adversely affected.


                                       29
<PAGE>

Impairment of Long-Lived Assets

Rental property held and used by us is reviewed for impairment in the event that
facts and  circumstances  indicate  the  carrying  amount of an asset may not be
recoverable. In such an event, we compare the estimated future undiscounted cash
flows  associated with the asset to the asset's  carrying  amount,  and if less,
recognize an impairment  loss in an amount by which the carrying  amount exceeds
its fair value. If we do not recognize  impairments at appropriate  times and in
appropriate  amounts,  our consolidated balance sheet may overstate the value of
our  long-lived  assets.  We believe that no impairment  existed at December 31,
2003.

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  as  revenue  over the
remaining lease term, as adjusted to reflect the early termination date.

Funds from Operations

Funds from Operations ("FFO"),  represents income before extraordinary items and
gains (losses) on sale or disposal of  depreciable  operating  properties,  plus
depreciation  and  amortization  uniquely  significant  to real estate and after
adjustments for unconsolidated partnerships and joint ventures.

FFO is intended to exclude GAAP  historical  cost  depreciation  of real estate,
which assumes that the value of real estate assets  diminish  ratably over time.
Historically,  however,  real  estate  values  have risen or fallen  with market
conditions.  Because FFO excludes  depreciation and amortization  unique to real
estate, gains and losses from property  dispositions and extraordinary items, it
provides a performance  measure that, when compared year over year, reflects the
impact to operations  from trends in occupancy  rates,  rental rates,  operating
costs,  development  activities and interest  costs,  providing  perspective not
immediately apparent from net income.

We present FFO because we consider it an important  supplemental  measure of our
operating  performance and believe it is frequently used by securities analysts,
investors and other interested  parties in the evaluation of REITs, any of which
present FFO when reporting their results. FFO is widely used by us and others in
our  industry  to  evaluate  and price  potential  acquisition  candidates.  The
National  Association of Real Estate Investment Trusts,  Inc., of which we are a
member,   has  encouraged  its  member  companies  to  report  their  FFO  as  a
supplemental,  industry-wide standard measure of REIT operating performance.  In
addition,  our employment  agreements  with certain  members of management  base
bonus compensation on our FFO performance.

FFO has  significant  limitations  as an  analytical  tool,  and you  should not
consider it in  isolation,  or as a  substitute  for  analysis of our results as
reported under GAAP. Some of these limitations are:

o    FFO does not reflect our cash  expenditures,  or future  requirements,  for
     capital expenditures or contractual commitments;

o    FFO does not reflect  changes  in, or cash  requirements  for,  our working
     capital needs;

o    Although  depreciation and amortization  are non-cash  charges,  the assets
     being  depreciated  and  amortized  will often have to be  replaced  in the
     future,   and  FFO  does  not  reflect  any  cash   requirements  for  such
     replacements;

o    FFO may reflect the impact of earnings or charges  resulting  from  matters
     which may not be indicative of our ongoing operations; and

o    Other companies in our industry may calculate FFO  differently  than we do,
     limiting its usefulness as a comparative measure.

Because  of these  limitations,  FFO should  not be  considered  as a measure of
discretionary  cash  available  to us to invest in the growth of our business or
our dividend  paying  capacity.  We compensate for these  limitations by relying
primarily  on our  GAAP  results  and  using  FFO only  supplementally.  See the
Statements of Cash Flow included in our consolidated financial statements.

                                       30
<PAGE>

Below is a calculation  of FFO for the years ended  December 31, 2003,  2002 and
2001 as well as other data for those respective periods (in thousands):
<TABLE>
<CAPTION>


                                                                       2003           2002         2001
-------------------------------------------------------------- ------------- -------------- ------------
Funds from Operations:
<S>                                                                <C>            <C>          <C>
Net income                                                         $ 16,399       $ 14,280     $  9,154
Adjusted for:
   Minority interest adjustment - consolidated joint venture           (33)            ---          ---
   Depreciation and amortization
     attributable to discontinued operations                            572          1,048        1,232
   Depreciation and amortization uniquely significant
     to real estate - consolidated                                   28,853         27,647       27,044
   Depreciation and amortization uniquely significant
     to real estate - unconsolidated joint venture                    1,101            422          ---
   Loss (Gain) on sale or disposal of real estate                       147        (1,702)          ---
-------------------------------------------------------------- ------------- -------------- ------------
Funds from operations (1)                                          $ 47,039       $ 41,695     $ 37,430
-------------------------------------------------------------- ------------- -------------- ------------
Weighted average units outstanding (2)                               13,625         12,262       11,707
-------------------------------------------------------------- ------------- -------------- ------------

(1)  For the year ended  December  31, 2002  includes  $728 in gains on sales of
     outparcels of land.

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

New Accounting Pronouncements

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both Liabilities and Equity" ("FAS 150"),
effective at the beginning of the first interim period  beginning after June 15,
2003.  The FASB  initiated  its  liabilities  and equity  project in response to
concerns  regarding  the  current  balance  sheet   classifications  of  certain
financial instruments. The standard specifies that instruments within its scope,
which include  mandatorily  redeemable  financial  instruments,  obligations  to
repurchase  the  issuer's  equity  shares by  transferring  assets,  and certain
obligations to issue a variable number of shares,  represent  obligations of the
issuer and, therefore, the issuer must classify them as liabilities.  We adopted
this  statement  effective  July 1, 2003, and it had no impact on our results of
operations or financial position.



                                       31
<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.

During 2004, we have approximately 1,790,000 square feet or 20% of our portfolio
coming up for  renewal.  If we were  unable to  successfully  renew or release a
significant  amount of this space on favorable  economic terms, the loss in rent
could have a material adverse effect on our results of operations.

We renewed  80% of the  1,070,000  square  feet that came up for renewal in 2003
with the existing tenants at an average base rental rate approximately  equal to
the expiring rate. We also  re-tenanted  272,000 square feet during 2003 at a 4%
increase in the average base rental rate.

Existing  tenants' sales have remained  stable and renewals by existing  tenants
have remained strong.  The existing  tenants have already renewed  approximately
449,000,  or 25%, of the square feet  scheduled to expire in 2004 as of February
1, 2004. 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, 2003,  occupancy at our portfolio of centers in which we have
an ownership interest decreased 2% from 98% to 96% compared to December 31, 2002
due to the acquired  properties  having a lower  occupancy  rate,  94%, than our
original Tanger portfolio,  97%, just prior to the acquisition.  Consistent with
our long-term  strategy of  re-merchandising  centers,  we will continue to hold
space off the market until an appropriate tenant is identified. While we believe
this strategy will add value to our centers in the long-term,  it may reduce our
average occupancy rates in the near term.

                                       32
<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.

Item 9A. Controls and Procedures

The Chief  Executive  Officer,  Stanley K. Tanger,  and  Treasurer and Assistant
Secretary, Frank C. Marchisello Jr., of Tanger GP Trust, sole general partner of
the  registrant,  evaluated the  effectiveness  of the  registrant's  disclosure
controls and procedures on December 31, 2003  (Evaluation  Date),  and concluded
that,  as of the  Evaluation  Date,  the  registrant's  disclosure  controls and
procedures  were  effective to ensure that the  information  the  registrant  is
required to disclose in its filings with the Securities and Exchange  Commission
under the Securities and Exchange Act of 1934 is recorded, processed, summarized
and reported,  within the time periods  specified in the Commission's  rules and
forms, and to ensure that information required to be disclosed by the registrant
in the  reports  that  it  files  under  the  Exchange  Act is  accumulated  and
communicated to the registrant's  management,  including its principal executive
officer  and  principal  financial  officer,  as  appropriate  to  allow  timely
decisions regarding required disclosure.

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


                                       33
<PAGE>
                                    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.

The information  concerning our Company Code of Ethics required by this Items is
incorporated by reference to the Company's Proxy statement.

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

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

     The  following  table  provides  information  as of December  31, 2003 with
respect to  compensation  plans under which the Operating  Partnership's  equity
securities are authorized for issuance:
<TABLE>
<CAPTION>
                                                                                                   (c)
                                                                                                Number of
                                                                                          Securities Remaining
                                                (a)                       (b)             Available for Future
                                       Number of Securities to     Weighted  Average      Issuance Under Equity
                                       be Issued Upon  Exercise    Exercise Price of      Compensation Plans
                                       of Outstanding Options,    Outstanding Options,   (Excluding Securities
Plan Category                          Warrants and Rights        Warrants and Rights    Reflected in Column (a))
-------------                          -------------------------  -------------------- -------------------------

<S>                                          <C>                       <C>                        <C>
Equity compensation plans approved           427,560                   $25.44                     730,800
by security holders

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

Total                                        427,560                   $25.44                     730,800
</TABLE>

Item 13. Certain Relationships and Related Transactions

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

Item 14. Principal Accounting Fees and Services

The  information  required  by Item  9(e) of  Schedule  14A is  incorporated  by
reference to the Company's Proxy Statement.

                                       34
<PAGE>
                                     PART IV

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

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

     1.  Financial Statements

         Report of Independent Auditors                             F-1
         Consolidated Balance Sheets-December 31, 2003 and 2002     F-2
         Consolidated Statements of Operations-
            Years Ended December 31, 2003, 2002 and 2001            F-3
         Consolidated Statements of Partners' Equity-
            For the Years Ended December 31, 2003, 2002 and 2001    F-4
         Consolidated Statements of Cash Flows-
            Years Ended December 31, 2003, 2002 and 2001            F-5
          Notes to Consolidated Financial Statements                F-6 to F-21

     2.  Financial Statement Schedule

         Schedule III
            Report of Independent Auditors                          F-22
            Real Estate and Accumulated Depreciation                F-23 to F-24

         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.



                                       35
<PAGE>

3.   Exhibits

     Exhibit No.                                       Description

        2.1     Purchase and Sale  Agreement  between  COROC  Holdings,  LLC and
                various entities dated October 3, 2003. (Note 13)

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

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

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

       10.1A    First Amendment to the Amended and Restated Unit Option Plan.

       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 July 1, 2003. (Note 12)

       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)

       10.11B   Second  Amendment to  Registration  Rights  Agreement  among the
                Company,  the Tanger Family Limited  Partnership  and Stanley K.
                Tanger.

       10.11C   Third  Amendment  to  Registration  Rights  Agreement  among the
                Company,  the Tanger Family Limited  Partnership  and Stanley K.
                Tanger.

       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)

                                       36
<PAGE>

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

       21.1     List of Subsidiaries.

       23.1     Consent of PricewaterhouseCoopers LLP.

       31.1     Principal Executive Officer Certification  Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes
                - Oxley Act of 2002.

       31.2     Principal Financial Officer Certification  Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes
                - Oxley Act of 2002.

       32.1     Principal Executive Officer Certification  Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes
                - Oxley Act of 2002.

       32.2     Principal Financial Officer Certification  Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes
                - Oxley Act of 2002.

     Notes to Exhibits:

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

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

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

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

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

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

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

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

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

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

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

     12.  Incorporated  by reference to the exhibits to the Company's  Quarterly
          Report on Form 10-Q for the quarter ended September 30, 2003.

     13.  Incorporated  by reference to the  exhibits to the  Company's  Current
          Report on Form 8-K dated December 8, 2003.

     (b)  Reports on Form 8-K

          December  8,  2003 8-K - We filed a  Current  Report on Form 8-K dated
          December 8, 2003 to announce the formation of a joint  venture,  COROC
          Holdings,  L.L.C.  ("COROC"),  with an  affiliate of  Blackstone  Real
          Advisors   ("Blackstone")   to  acquire  The  Charter  Oak   Partners'
          Portfolio.

          December  12,  2003  8-K/A - We  filed a  Current  Report  on Form 8-K
          amending the pro forma  information  previously  included under Item 7
          (b) in our Current Report on Form 8-K, dated December 8, 2003 in order
          to reflect the actual  offering  price of the  Company's  common share
          offering which priced on December 10, 2003.

                                       37
<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   11  , 2004
      ------

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


Signature                     Title                             Date

/s/Stanley K. Tanger          Chairman of the Board and Chief   March 11, 2004
----------------------------
Stanley K. Tanger             Executive Officer (Principal
                              Executive Officer)

/s/Steven B. Tanger           Trustee and President             March 11, 2004
----------------------------
Steven B. Tanger

/s/Frank C. Marchisello, Jr.  Trustee and Treasurer             March 11, 2004
----------------------------
Frank C. Marchisello, Jr.     (Principal Financial and
                              Accounting Officer)

/s/Jack Africk                Trustee                           March 11, 2004
----------------------------
Jack Africk

/s/William G. Benton          Trustee                           March 11, 2004
----------------------------
William G. Benton

/s/Thomas E. Robinson         Trustee                           March 11, 2004
----------------------------
Thomas E. Robinson

                                       38
<PAGE>


REPORT OF INDEPENDENT AUDITORS






To the Partners of
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES:


In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of  operations,  of partners'  equity and of cash flows
present  fairly,  in all material  respects,  the  financial  position of Tanger
Properties  Limited  Partnership  and its  subsidiaries at December 31, 2003 and
2002,  and the results of their  operations and their cash flows for each of the
three years in the period ended December 31, 2003, in conformity with accounting
principles  generally accepted in the United States of America.  These financial
statements are the responsibility of the Operating 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 Notes 2 and 4, the Operating  Partnership adopted the provisions
of Financial  Accounting Standards Board Interpretation No. 46 (revised December
2003)  "Consolidation  of  Variable  Interest  Entities,  an  Interpretation  of
Accounting  Research  Bulletin No. 51" for entities  created  after  January 31,
2003.

/s/ PricewaterhouseCoopers LLP

Raleigh, NC
March 5, 2004





                                       F-1
<PAGE>
<TABLE>
<CAPTION>

                         TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS
                                   (In thousands, except share data)

                                                                                      December 31,
                                                                                   2003         2002
---------------------------------------------------------------------------------------------------------

ASSETS
  Rental Property
<S>                                                                               <C>           <C>
    Land                                                                          $ 119,833     $ 51,274
    Buildings, improvements and fixtures                                            958,720      571,125
---------------------------------------------------------------------------------------------------------
                                                                                  1,078,553      622,399
    Accumulated depreciation                                                       (192,698)    (174,199)
---------------------------------------------------------------------------------------------------------
    Rental property, net                                                            885,855      448,200
  Cash and cash equivalents                                                           9,864        1,068
  Deferred charges, net                                                              68,568       10,104
  Other assets                                                                       22,528       18,008
---------------------------------------------------------------------------------------------------------
      Total assets                                                                $ 986,815    $ 477,380
---------------------------------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' EQUITY
Liabilities
  Debt
    Senior, unsecured notes                                                       $ 147,509    $ 150,109
    Mortgages payable                                                               370,160      174,421
    Lines of credit                                                                  22,650       20,475
---------------------------------------------------------------------------------------------------------
                                                                                    540,319      345,005
  Construction trade payables                                                         4,345        3,310
  Accounts payable and accrued expenses                                              17,403       14,800
---------------------------------------------------------------------------------------------------------
      Total liabilities                                                             562,067      363,115
---------------------------------------------------------------------------------------------------------
Commitments and contingencies
Minority interest consolidated joint venture                                        218,148          ---
---------------------------------------------------------------------------------------------------------
Partners' Equity
  General partner                                                                       949        1,141
  Limited partners                                                                  205,733      113,361
  Accumulated other comprehensive loss                                                  (82)        (237)
---------------------------------------------------------------------------------------------------------
      Total partners' equity                                                        206,600      114,265
---------------------------------------------------------------------------------------------------------
        Total liabilities and partners' equity                                    $ 986,815    $ 477,380
---------------------------------------------------------------------------------------------------------

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

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                  TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                          (In thousands, except per share data)

                                                                                               Year Ended December 31,
                                                                                          2003          2002          2001
---------------------------------------------------------------------------------------------------------------------------

REVENUES
<S>                                                                                  <C>           <C>           <C>
  Base rentals                                                                       $  81,039     $  74,117     $  71,295
  Percentage rentals                                                                     3,190         3,552         2,718
  Expense reimbursements                                                                34,181        29,878        28,748
  Other income                                                                           3,562         3,262         2,736
---------------------------------------------------------------------------------------------------------------------------
       Total revenues                                                                  121,972       110,809       105,497
---------------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                                    40,235        34,882        32,848
  General and administrative                                                             9,561         9,224         8,220
  Depreciation and amortization                                                         29,124        27,941        27,339
---------------------------------------------------------------------------------------------------------------------------
       Total expenses                                                                   78,920        72,047        68,407
---------------------------------------------------------------------------------------------------------------------------
Operating income                                                                        43,052        38,762        37,090
  Interest expense                                                                      26,486        28,460        30,472
---------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated joint ventures
   and discontinued operations                                                          16,566        10,302         6,618
Equity in earnings of unconsolidated joint ventures                                        819           392           ---
Minority interest consolidated joint venture                                              (941)          ---           ---
---------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                                       16,444        10,694         6,618
Discontinued operations                                                                    (45)        3,586         2,536
---------------------------------------------------------------------------------------------------------------------------
Net income                                                                              16,399        14,280         9,154
Less applicable preferred share distributions                                             (806)       (1,771)       (1,771)
---------------------------------------------------------------------------------------------------------------------------
Net income available to partners                                                     $  15,593     $  12,509      $  7,383
Income allocated to the limited partners                                             $ (15,417)    $ (12,347)     $ (7,282)
---------------------------------------------------------------------------------------------------------------------------
Income allocated to the general partner                                              $     176     $     162      $    101
---------------------------------------------------------------------------------------------------------------------------

Basic earnings per common unit:
  Income from continuing operations                                                  $    1.20     $     .79      $    .44
  Net income                                                                         $    1.19     $    1.11      $    .67
---------------------------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
  Income from continuing operations                                                  $    1.18     $     .77      $    .44
  Net income                                                                         $    1.17     $    1.08      $    .67
---------------------------------------------------------------------------------------------------------------------------

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

                                       F-3
<PAGE>
<TABLE>
<CAPTION>

       TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
        For the Years Ended December 31, 2003, 2002, and 2001
            (In thousands, except unit data)

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

<S>                                                        <C>           <C>               <C>                <C>
Balance, December 31, 2000                                  $   1,611     $ 116,363         $        -         $  117,974

Comprehensive income:
  Net income                                                      101         9,053                  -              9,154
  Other comprehensive (loss)                                        -             -               (973)              (973)
--------------------------------------------------------------------------------------------------------------------------

Total comprehensive income                                        101         9,053               (973)             8,181
Issuance of 10,800 units upon
  exercise of share and unit options                                -           201                  -                201
Preferred distributions ($21.96 per unit)                           -        (1,770)                 -             (1,770)
Distributions to partners ($2.44 per unit)                       (366)      (26,343)                 -            (26,709)
--------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001                                      1,346        97,504               (973)            97,877
Comprehensive income:
  Net income                                                      162        14,118                  -             14,280
  Other comprehensive gain                                          -             -                736                736
--------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                        162        14,118                736             15,016
Conversion of 410 preferred units
  into 3,694 partnership units                                      -             -                  -                  -
Issuance of 127,620 units upon
  exercise of share and unit options                                -         2,794                  -              2,794
Issuance of 1,000,000 units in exchange
  for proceeds from the common share offering
  of the general partner's sole shareholder                         -        27,960                  -             27,960
Preferred distributions ($22.05 per share)                          -        (1,771)                 -             (1,771)
Distributions to partners ($2.45 per share)                      (367)      (27,244)                 -            (27,611)
--------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002                                  $   1,141     $ 113,361         $     (237)        $  114,265
Comprehensive income:
Net income                                                        176        16,223                  -             16,399
Other comprehensive gain                                            -             -                155                155
--------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                        176        16,223                155             16,554
Conversion of 78,701 preferred units
  into 709,078 partnership units                                    -             -                  -                  -
Redemption of 1,489 preferred units                                 -          (372)                 -               (372)
Compensation under Unit Option Plan                                 -           102                  -                102
Issuance of 890,540 units upon
  exercise of share and unit options                                -        20,613                  -             20,613
Issuance of 2,300,000 units in exchange
  for proceeds from the common share offering
  of the general partner's sole shareholder                         -        87,992                  -             87,992
Preferred distributions ($13.21 per unit)                           -          (890)                 -               (890)
Distributions to partners ($2.46 per unit)                       (368)      (31,296)                 -            (31,664)
--------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2003                                  $     949     $ 205,733         $      (82)        $  206,600
--------------------------------------------------------------------------------------------------------------------------

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

                                       F-4
<PAGE>
<TABLE>
<CAPTION>

              TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (In thousands)
                                                                                               Year Ended December 31,
                                                                                          2003          2002         2001
---------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                    <C>           <C>           <C>
Net income                                                                             $ 16,399      $ 14,280      $ 9,154
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Depreciation and amortization                                                        29,697        28,989       28,572
    Amortization of deferred financing costs                                              1,304         1,209        1,309
    Equity in earnings of unconsolidated joint ventures                                    (819)         (392)         ---
    Minority interest consolidated joint venture                                            941           ---          ---
    Loss on extinguishment of debt                                                          ---           ---          338
    Compensation under Unit Option Plan                                                     102           ---          ---
    (Gain) loss on sale or disposal of real estate                                          147        (1,702)         ---
    (Gain) on sale of outparcels of land                                                    ---          (728)         ---
    Amortization of premium on assumed indebtedness                                        (149)          ---          ---
    Market rent adjustment                                                                  (37)          ---          ---
    Straight-line base rent adjustment                                                      149           248          342
Increase (decrease) due to changes in:
    Other assets                                                                         (5,835)       (2,058)       2,261
    Accounts payable and accrued expenses                                                 2,919          (671)       2,640
---------------------------------------------------------------------------------------------------------------------------
      Net cash provided by operating activites                                           44,818        39,175       44,616
---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Acquisition of rental properties                                                     (324,557)      (37,500)         ---
  Additions to rental properties                                                         (9,342)       (5,847)     (20,368)
  Additions to investments in unconsolidated joint ventures                              (4,270)         (130)      (4,068)
  Additions to deferred lease costs                                                      (1,576)       (1,630)      (1,618)
  Net proceeds from sale of real estate                                                   8,671        21,435          723
  Increase (decrease) in escrow from rental property sale                                 4,008        (4,008)         ---
  Distributions received from unconsolidated joint ventures                               1,775           520          ---
  Other                                                                                      (2)          797        2,062
---------------------------------------------------------------------------------------------------------------------------
      Net cash used in investing activities                                            (325,293)      (26,363)     (23,269)
---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash distributions paid                                                               (32,554)      (29,382)     (28,479)
  Contributions from sole shareholder of general and limited partner                     87,992        27,960          ---
  Contributions from minority interest partner in consolidated joint venture            217,207           ---          ---
  Proceeds from issuance of debt                                                        133,631       126,320      279,075
  Repayments of debt                                                                   (136,574)     (139,510)    (267,723)
  Additions to deferred financing costs                                                    (672)         (429)      (4,550)
  Payments for redemption of preferred units                                               (372)          ---          ---
  Proceeds from exercise of share and unit options                                       20,613         2,794          201
---------------------------------------------------------------------------------------------------------------------------
      Net cash provided by (used in) used in financing activities                     $ 289,271     $ (12,247)   $ (21,476)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                      8,796           565         (129)
Cash and cash equivalents, beginning of period                                            1,068           503          632
---------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                $ 9,864       $ 1,068        $ 503
---------------------------------------------------------------------------------------------------------------------------

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

                                       F-5
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Organization of the Operating Partnership

Tanger Properties Limited Partnership and subsidiaries, a North Carolina limited
partnership, focuses exclusively on developing, acquiring, owning, operating and
managing  factory  outlet  shopping  centers.  Since entering the factory outlet
center  business  23 years ago,  we have  become one of the  largest  owners and
operators of factory  outlet  centers in the United  States.  As of December 31,
2003, we owned  interests in 36 centers,  with a total gross  leasable  area, or
("GLA"),  of approximately 8.9 million square feet, which were 96% occupied.  In
addition as of December  31,  2003,  we managed for a fee four  centers,  with a
total GLA of  approximately  434,000  square feet,  bringing the total number of
centers we operated to 40 with a total GLA of  approximately  9.3 million square
feet containing over 2,000 stores and representing over 400 store brands.

We are controlled by Tanger Factory Outlet  Centers,  Inc. and  subsidiaries,  a
fully-integrated,  self-administered  and  self-managed  real estate  investment
trust  ("REIT").  The  Company  owns the  majority  of the units of  partnership
interest  issued by the  Operating  Partnership  (the  "Units")  through its 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 as a limited partner. Stanley K. Tanger, our Chairman of the
Board and Chief Executive  Officer,  is the sole general partner of TFLP. Unless
the context  indicates  otherwise,  the term "Operating  Partnership"  refers to
Tanger  Properties  Limited  Partnership and subsidiaries and the term "Company"
refers to Tanger Factory Outlet Centers, Inc. and subsidiaries.  The terms "we",
"our" and "us" refer to the Operating  Partnership or the Operating  Partnership
and the Company together, as the text requires.

As of December  31, 2003,  Tanger GP Trust owned  150,000  Units,  the Tanger LP
Trust  owned  12,810,643  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.  As of February
2,  2004,  Company's  management  beneficially  owns  approximately  20%  of all
outstanding common shares (assuming TFLP's Units are exchanged for common shares
but  without  giving  effect  to the  exercise  of  any  outstanding  share  and
partnership Unit options).

2.   Summary of Significant Accounting Policies

Principles of Consolidation - The consolidated  financial statements include our
accounts  and  our   wholly-owned   subsidiaries.   Intercompany   balances  and
transactions have been eliminated in  consolidation.  Investments in real estate
joint ventures that represent  non-controlling ownership interests are accounted
for using the  equity  method  of  accounting.  We are  considered  the  primary
beneficiary  of our joint venture,  COROC  Holdings,  LLC  ("COROC"),  under the
provisions of Financial  Accountings Standards Board Interpretation No. 46 ("FIN
46").  Therefore,  the results of operations and financial position of COROC are
included in our Consolidated Financial Statements.

In January of 2003,  the FASB issued FIN 46 which  clarifies the  application of
existing accounting pronouncements to certain entities in which equity investors
do not have the  characteristics  of a controlling  financial interest or do not
have sufficient equity at risk for the entity to finance its activities  without
additional  subordinated financial support from other parties. The provisions of
FIN 46 are effective immediately for all variable interests in variable interest
entities  created after January 31, 2003 and we will apply its provisions to any
variable interests in variable interest entities existing as of January 31, 2003
as of March 31,  2004 and  thereafter.  Certain of the  disclosure  requirements
apply to all financial  statements issued after January 31, 2003,  regardless of
when the variable interest entity was established.  We have evaluated Deer Park,
which was created after January 31, 2003 (Note 5) and have determined that under
the current facts and  circumstances we will not be required to consolidate this
entity under the provisions of FIN 46. We are in the process of evaluating  TWMB
Associates,  LLC  ("TWMB"),  a joint  venture  in which we have a 50%  ownership
interest  with  Rosen-Warren  Myrtle Beach LLC  ("Rosen-Warren")  as our venture
partner,  which was  created  prior to  January  31,  2003  (Note 5) in order to
determine  whether the entity is a variable  interest  entity and whether we are
considered  to be the  primary  beneficiary  or  whether  we hold a  significant
variable interest. TWMB is a joint venture arrangement where it is possible that
we may be required to consolidate or disclose  additional  information about our
50% interest in TWMB in the future.  Our maximum exposure to loss as a result of
our involvement in this joint venture, $41.9 million, is equal to our investment
in the joint  venture,  $5.7  million,  and our  obligation  under our joint and
several guarantee of TWMB's debt, $36.2 million.

                                       F-6
<PAGE>

Minority Interest - "Minority interest  Consolidated Joint Venture" reflects our
partner's  ownership  interest in the COROC joint venture which is  consolidated
under the provisions of FIN 46.

Reclassifications  - Certain  amounts in the 2002 and 2001 financial  statements
have been reclassified to conform to the 2003 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  Property  - Rental  properties  are  recorded  at cost less  accumulated
depreciation. Costs incurred for the construction and development of properties,
including  certain general and overhead costs,  are  capitalized.  The amount of
general and overhead costs capitalized is based on our estimate of the amount of
costs  directly  related to the  construction  or  development  of these assets.
Direct costs to acquire  assets are  capitalized  once the  acquisition  becomes
probable. Depreciation is computed on the straight-line basis over the estimated
useful lives of the assets.  We generally use estimated lives ranging from 25 to
33 years for  buildings,  15 years  for land  improvements  and seven  years for
equipment.  Expenditures  for  ordinary  maintenance  and repairs are charged to
operations as incurred while significant renovations and improvements, including
tenant finishing  allowances,  that improve and/or extend the useful life of the
asset are capitalized and depreciated over their estimated useful life.

In accordance with Statement of Financial Accounting Standards No. 141 "Business
Combinations"  ("FAS 141"),  we allocate  the  purchase  price based on the fair
value of land, building, tenant improvements,  debt and deferred lease costs and
other intangibles, such as the value of leases with above or below market rents,
origination costs associated with the in-place leases, and the value of in-place
leases and tenant  relationships,  if any. We depreciate the amount allocated to
building,  deferred lease costs and other intangible assets over their estimated
useful lives,  which generally  range from three to 40 years.  The values of the
above and below market  leases are  amortized and recorded as either an increase
(in the case of below market  leases) or a decrease (in the case of above market
leases) to rental income over the remaining  term of the associated  lease.  The
value associated with in-place leases and tenant relationships is amortized over
the expected term of the relationship,  which includes an estimated  probability
of the lease renewal and its estimated term. If a tenant vacates its space prior
to the  contractual  termination  of the lease and no rental  payments are being
made on the lease,  any unamortized  balance of the related deferred lease costs
will be written off. The tenant improvements and origination costs are amortized
as an expense over the remaining life of the lease (or charged against  earnings
if the lease is terminated prior to its contractual  expiration date). We assess
fair value based on estimated  cash flow  projections  that utilize  appropriate
discount and capitalization rates and available market information.

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
2003, 2002 and 2001 amounted to $141,000,  $172,000 and $551,000 and development
costs  capitalized  amounted to $479,000,  $467,000 and $616,000,  respectively.
Depreciation  expense for each of the years ended  December 31,  2003,  2002 and
2001 was $27,211,000, $26,906,000 and $26,585,000, respectively.

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

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


                                       F-7
<PAGE>

Deferred Charges - Deferred lease costs and other  intangible  assets consist of
fees and costs  incurred,  including  certain  general and  overhead  costs,  to
initiate operating leases and are amortized over the average minimum lease term.
Deferred  lease  costs and other  intangible  assets  also  include the value of
leases  and  origination  costs  deemed to have  been  acquired  in real  estate
acquisitions  in  accordance  with FAS 141.  See  "Rental  Property"  under this
section above for a discussion.  Deferred financing costs include fees and costs
incurred to obtain  long-term  financing and are amortized over the terms of the
respective loans.  Unamortized  deferred  financing costs are charged to expense
when debt is retired before the maturity date.

Guarantees  of  Indebtedness  -  In  November  2002,  the  Financial  Accounting
Standards Board ("FASB") issued  Interpretation No. 45,  "Guarantors  Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Indebtedness of Others" ("FIN 45"), which addresses the disclosure to be made by
a guarantor in its interim and annual financial statements about its obligations
under  guarantees.  FIN 45 applies to all  guarantees  entered  into or modified
after December 31, 2002. Based on this criterion,  the guarantee of indebtedness
by us in our Deer Park  Enterprise,  LLC joint venture ("Deer Park") (Note 5) is
accounted  for under the  provisions of FIN 45. FIN 45 requires the guarantor to
recognize a liability for the non-contingent component of the guarantee; this is
the obligation to stand ready to perform in the event that specified  triggering
events or conditions  occur.  The initial  measurement  of this liability is the
fair value of the guarantee at inception.  The  recognition  of the liability is
required even if it is not probable  that  payments  will be required  under the
guarantee or if the guarantee was issued with a premium  payment or as part of a
transaction with multiple elements. We recorded at inception,  the fair value of
our guarantee of the Deer Park joint venture's debt as a debit to our investment
in Deer Park and a credit to a  liability.  We have  elected to account  for the
release from obligation  under the guarantee by the  straight-line  amortization
method over the life of the guarantee.

Impairment  of  Long-Lived  Assets  -  Rental  property  held  and used by us is
reviewed for impairment in the event that facts and  circumstances  indicate the
carrying amount of an asset may not be recoverable. In such an event, we compare
the estimated  future  undiscounted  cash flows associated with the asset to the
asset's carrying amount, and if less,  recognize an impairment loss in an amount
by which the carrying amount exceeds its fair value. We believe that no material
impairment existed at December 31, 2003.

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

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

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.

We recognize all derivatives as either assets or liabilities in the consolidated
balance  sheets and measure those  instruments at their fair value in accordance
with  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  also  requires  us to  measure  the
effectiveness,  as defined by FAS 133, of all derivatives.  We formally document
our derivative  transactions,  including  identifying the hedge  instruments and
hedged items,  as well as our risk  management  objectives  and  strategies  for
entering  into the hedge  transaction.  At  inception  and on a quarterly  basis
thereafter,   we  assess  the   effectiveness   of  derivatives  used  to  hedge
transactions.  If a derivative is deemed effective, we record the change in fair
value in other comprehensive income. If after assessment it is determined that a
portion of the derivative is ineffective,  then that portion of the derivative's
change in fair value will be immediately recognized in earnings.


                                       F-8
<PAGE>

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
consolidated 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
as revenue  over the  remaining  lease  term,  as  adjusted to reflect the early
termination date.

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

Concentration  of Credit Risk - We perform  ongoing  credit  evaluations  of our
tenants.  Although the tenants operate  principally in the retail industry,  the
properties are  geographically  diverse.  No single tenant  accounted for 10% or
more of combined base and percentage rental income during 2003, 2002 or 2001.

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, 2003,  2002 and 2001  amounted to  $4,345,000,  $3,310,000  and  $3,722,000,
respectively. Interest paid, net of interest capitalized, in 2003, 2002 and 2001
was $24,906,000, $27,512,000 and $27,379,000, respectively.

Non cash financing  activities that occurred during 2003 included the assumption
of  mortgage  debt  in the  amount  of  $198,258,000,  including  a  premium  of
$11,852,000  related to the  acquisition  of the Charter Oak portfolio by COROC.
Also, in 2003 and as discussed in Note 10, the Company  converted  78,701 of its
preferred shares into 709,078 of its common shares.

Early Extinguishment of Debt - In April 2002, the FASB issued FASB Statement No.
145 ("FAS 145"),  "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections". In rescinding FASB Statements
No. 4, 44 and 64, FAS 145 eliminates the requirement  that gains and losses from
the  extinguishment  of debt be  aggregated  and, if material,  classified as an
extraordinary  item, net of the related income tax effect. FAS 145 was effective
for  transactions  occurring  after December 31, 2002. We adopted this statement
effective January 1, 2003, the effects of which were the  reclassification  of a
loss  on  early  extinguishments  of  debt  for  the  year  ended  2001  from an
extraordinary item to a component of interest expense, thereby decreasing income
from continuing operations for the year ended December 31, 2001 by $338,000.

Accounting for Stock Based  Compensation - 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"). Prior
to 2003,  these plans were accounted for under the  recognition  and measurement
provisions of APB Opinion No. 25,  "Accounting  for Stock Issued to  Employees",
and related  interpretations.  No  share-based  employee  compensation  cost was
reflected in net income prior to 2003, as all options  granted under those plans
had an exercise price equal to the market value of the  underlying  units on the
date of grant.  Effective January 1, 2003, we adopted the fair value recognition
provisions of Statement of Financial  Accounting  Standards No. 123, "Accounting
for Stock-Based Compensation" ("FAS 123"). Under the modified prospective method
of adoption  selected  by us under the  provisions  of  Statement  of  Financial
Accounting     Standards     No.    148,     "Accounting     for     Stock-Based
Compensation-Transition  and  Disclosure - An Amendment of FAS 123" ("FAS 148"),
compensation  cost  recognized in 2003 is the same as that which would have been
recognized  had the  recognition  provisions  of FAS 123 been  applied  from its
original  effective date. In accordance with this adoption method under FAS 148,
results  for  prior  periods  have  not  been  restated.  See  Note  13  for  an
illustration of the effect on net income and earnings per unit if the fair value
based method had been applied to all outstanding awards in 2002 and 2001.


                                       F-9
<PAGE>

New  Accounting  Pronouncements  - In May 2003,  the FASB  issued  SFAS No. 150,
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of both
Liabilities  and Equity"  ("FAS 150"),  effective at the  beginning of the first
interim period beginning after June 15, 2003. The FASB initiated its liabilities
and equity project in response to concerns  regarding the current  balance sheet
classifications  of certain financial  instruments.  The standard specifies that
instruments within its scope,  which include  mandatorily  redeemable  financial
instruments,   obligations   to  repurchase   the  issuer's   equity  shares  by
transferring  assets,  and  certain  obligations  to issue a variable  number of
shares,  represent  obligations  of the issuer and,  therefore,  the issuer must
classify them as liabilities.  We adopted this statement effective July 1, 2003,
and it had no impact on our results of operations or financial position.


3.   Acquisitions and Development of Rental Properties

In January 2003, we acquired a 29,000 square foot, 100% leased expansion located
contiguous to our existing factory outlet center in Sevierville,  Tennessee at a
purchase price of $4.7 million. Construction of an additional 35,000 square foot
expansion of the center was  completed  during the third quarter and opened 100%
occupied.   The  cost  of  the  expansion  was  approximately  $4  million.  The
Sevierville center now totals approximately 419,000 square feet.

In September  2002, we completed the  acquisition  of Kensington  Valley Factory
Shops,  a factory  outlet center in Howell,  Michigan  containing  approximately
325,000  square feet,  for an aggregate  purchase  price of $37.5  million.  The
acquisition  was funded with $16.8  million of net proceeds from the sale of our
non-core property in Fort Lauderdale,  Florida in June 2002 and a portion of the
proceeds  contributed  to us from the Company from its common share  offering in
September 2002 described in Note 10.

4.   Investments in Consolidated Real Estate Joint Ventures

COROC Holdings, LLC

In December  2003 we  completed  the  acquisition  of the Charter Oak  Partners'
portfolio of nine factory  outlet  centers  totaling  approximately  3.3 million
square feet which is  consolidated  for financial  reporting  purposes under the
provisions  of FIN 46. We and an affiliate of  Blackstone  Real Estate  Advisors
("Blackstone")  acquired the portfolio  through a joint venture in the form of a
limited liability company,  COROC, for $491.0 million,  including the assumption
of $186.4  million  of  cross-collateralized  debt  which  has a  stated,  fixed
interest  rate of 6.59% and matures in July 2008.  We  recorded  the debt at its
fair  value  of  $198.3  million  with an  effective  interest  rate  of  4.97%.
Accordingly, a debt premium of $11.9 million was recorded and is being amortized
over the life of the debt.  We financed  the majority of our share of the equity
required for the transaction  through the issuance of 2,300,000 common shares on
December 10, 2003, generating approximately $88.0 million in net proceeds, which
were contributed to the Operating  Partnership in exchange for 2,300,000 limited
partnership  units.  The results of the Charter Oak portfolio have been included
in the consolidated financial statements since December 19, 2003.

We will have joint control with Blackstone over major  decisions.  If Blackstone
does not receive an annual minimum cash return of 6% on their  invested  capital
during any of the first  three years and 7% in any year  thereafter,  Blackstone
shall gain the right to become  the sole  managing  member of the joint  venture
with complete  authority to act for the joint venture,  including the ability to
dispose of one or more of the joint venture  properties to a third party.  Based
on current available cash flows from the properties,  we do not believe there is
a significant risk of default under this provision.

We will provide  operating,  management,  leasing and marketing  services to the
properties and will earn an annual management and leasing fee equal to $1.00 per
square  foot of gross  leasable  area.  We may also  earn an  additional  annual
incentive fee of up to approximately $800,000 if certain annual increases in the
net operating  income are met on an annual  basis.  These fees are payable prior
to, and are not subordinate to, any member  distributions  that may be required.
Blackstone  shall have the right to terminate the  management  agreement for the
joint venture if it does not receive its minimum cash return as described above.

After an  initial  42-month  lock-up  period,  either  party can  enter  into an
agreement for the sale of the Charter Oak portfolio, subject to a right of first
offer of the other party to acquire the entire portfolio.


                                       F-10
<PAGE>

During the operation of the joint venture,  Blackstone  will receive a preferred
cash  distribution  of 10% on their  invested  capital.  We will then  receive a
preferred cash distribution of 10% on our invested  capital.  Any remaining cash
flows from ongoing  operations  will be distributed  one-third to Blackstone and
two-thirds to us.

Upon exit or the sale of the  properties,  to the extent that cash is available,
Blackstone will first receive a distribution equal to their invested capital and
any unpaid preferred cash  distribution,  if any. We will then receive an unpaid
preferred cash distribution,  if any. Blackstone will then receive an additional
2% annual preferred cash distribution. We will then receive a distribution equal
to our invested capital and an additional 2% annual preferred cash distribution.
Finally, any remaining proceeds will be distributed  one-third to Blackstone and
two-thirds to us.

The following table  summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition (in thousands).

                                                      December 19, 2003
-------------------------------------------------- ---------------------
Rental property                                               $ 454,846
Deferred lease costs                                             59,983
Other assets                                                      3,285
-------------------------------------------------- ---------------------
Subtotal                                                        518,114
Debt (including debt premium of $11,852)                      (198,258)
-------------------------------------------------- ---------------------
Net assets acquired                                           $ 319,856
-------------------------------------------------- ---------------------

The  following   condensed  pro  forma  (unaudited)   information   assumes  the
acquisition had occurred as of the beginning of each respective  period and that
the  issuance  of  2,300,000  of the  Company's  common  shares  and  subsequent
contribution  of net  proceeds to the  Operating  Partnership  in  exchange  for
2,300,000 limited  partnership  units, also occurred as of the beginning of each
respective period (in thousands except per unit data):

                                                          For the Year Ended
                                                             December 31,
                                                         2003            2002
--------------------------------------------- ---------------- ---------------

Revenues                                            $ 190,844       $ 182,476
--------------------------------------------- ---------------- ---------------

Net income                                            $ 8,002         $ 5,875
--------------------------------------------- ---------------- ---------------

Basic earnings per unit:
Net income                                            $   .47         $   .30
Weighted average common units outstanding              15,283          13,656
--------------------------------------------- ---------------- ---------------

Diluted earnings per unit:
Net income                                            $   .46         $   .30
Weighted average common units outstanding              15,499          13,839
--------------------------------------------- ---------------- ---------------

5.   Investments in Unconsolidated Real Estate Joint Ventures

TWMB Associates, LLC

In September  2001,  we  established  TWMB to  construct  and operate the Tanger
Outlet Center in Myrtle Beach, South Carolina. The Company and Rosen-Warren each
contributed  $4.3  million  in cash for a total  initial  equity in TWMB of $8.6
million.  In  June  2002  the  first  phase  opened  100%  leased  at a cost  of
approximately $35.4 million with approximately  260,000 square feet and 60 brand
name outlet tenants.

During 2003, we completed our 64,000 square foot second phase.  The second phase
cost approximately  $6.0 million.  The Company and Rosen-Warren each contributed
approximately  $1.1  million  each  toward the second  phase  which  contains 22
additional brand name outlet tenants.

                                       F-11
<PAGE>

In addition,  TWMB is currently  underway  with a 79,000 square foot third phase
expansion of the Myrtle Beach center with an estimated  cost of the expansion of
$9.7  million.  TWMB expects to complete the  expansion  with stores  commencing
operations  during the summer of 2004.  The Company and  Rosen-Warren  each made
capital  contributions during the fourth quarter of 2003 of $1.7 million for the
third phase.  Upon  completion of this third phase in 2004,  TWMB's Myrtle Beach
center will total  403,000  square feet. At December 31, 2003,  commitments  for
construction of the third phase expansion amounted to $9.6 million.  Commitments
for construction represent only those costs contractually required to be paid by
TWMB.

In  conjunction  with  the  construction  of  the  center,   TWMB  closed  on  a
construction  loan in the  amount  of $36.2  million  with Bank of  America,  NA
(Agent) and SouthTrust  Bank due in September  2005. As of December 31, 2003 the
construction  loan had a balance  of $29.5  million.  In  August  of 2002,  TWMB
entered into an interest rate swap agreement with Bank of America,  NA effective
through August 2004 with a notional amount of $19 million. Under this agreement,
TWMB receives a floating  interest rate based on the 30 day LIBOR index and pays
a fixed  interest rate of 2.49%.  This swap  effectively  changes the payment of
interest  on $19  million  of  variable  rate  debt to fixed  rate  debt for the
contract  period at a rate of 4.49%.  All debt  incurred by this  unconsolidated
joint  venture is  collateralized  by its  property as well as joint and several
guarantees by Rosen-Warren and the Company.

Deer Park Enterprise, LLC

During the third  quarter of 2003,  we  established  a wholly owned  subsidiary,
Tanger Deer Park, LLC ("Tanger Deer Park").  In September 2003, Tanger Deer Park
entered into a joint venture agreement with two other unrelated party members to
create Deer Park Enterprise, LLC ("Deer Park"). All members in the joint venture
have an equal ownership interest of 33.33%. Deer Park was formed for the purpose
of, but not limited to,  developing a site  located in Deer Park,  New York with
approximately  790,000 square feet planned at total buildout. We expect the site
will contain both outlet and big box retail tenants.

Each of the  three  members  made an equity  contribution  of $1.6  million.  In
conjunction  with the real  estate  purchase,  Deer Park closed on a loan in the
amount of $19 million with Fleet Bank due in October  2005 and a purchase  money
mortgage  note with the seller in the amount of $7 million.  Deer  Park's  Fleet
loan incurs  interest at a floating  interest rate equal to LIBOR plus 2.00% and
is collateralized by the property as well as joint and several guarantees by all
three  parties.  The purchase  money  mortgage note bears no interest.  However,
interest  has been  imputed  for  financial  statement  purposes at a rate which
approximates fair value.

In October 2003,  Deer Park entered into a  sale-leaseback  transaction  for the
above  mentioned  real  estate  located in Deer Park,  New York.  The  agreement
consists of the sale of the property to Deer Park for $29 million which is being
leased back to the seller under a 24 month operating lease agreement.  Under the
provisions of FASB  Statement No. 67  "Accounting  for Costs and Initial  Rental
Operations of Real Estate  Projects",  current rents received from this project,
net of  applicable  expenses,  are treated as  incidental  revenues  and will be
recognized  as a  reduction  in the basis of the  assets,  as  opposed to rental
revenues over the life of the lease, until such time that the current project is
demolished and the intended assets are constructed.

Our investment in  unconsolidated  real estate joint ventures as of December 31,
2003 and  December  31, 2002 was $7.5  million and $3.9  million,  respectively.
These investments are recorded  initially at cost and subsequently  adjusted for
our net  equity  in the  venture's  income  (loss)  and cash  contributions  and
distributions.  Our  investment  in real estate  joint  ventures are included in
other assets and are also  reduced by 50% of the profits  earned for leasing and
development services we provided to TWMB. The following management,  leasing and
development fees were recognized from services  provided to TWMB during the year
ended December 31, 2003 and 2002 (in thousands):

                                                Year Ended
                                               December 31,
                                            2003         2002
---------------------------------------- ------------ ------------
Fee:
   Management                                  $ 174    $  74
   Leasing                                       214      259
   Development                                     9       76
---------------------------------------- ------------ ------------
Total Fees                                     $ 397    $ 409
---------------------------------------- ------------ ------------

                                       F-12
<PAGE>

Our carrying value of investments in unconsolidated  joint ventures differs from
our share of the assets reported in the "Summary Balance Sheets - Unconsolidated
Joint  Ventures"  shown below due to the cost of our investment in excess of the
historical  net book  values  of the  unconsolidated  joint  ventures  and other
adjustments  to the  book  basis,  including  intercompany  profits  on sales of
services  that  are  capitalized  by  the  unconsolidated  joint  ventures.  The
differences  in basis are amortized over the various useful lives of the related
assets.

Summary unaudited  financial  information of joint ventures  accounted for using
the equity method as of December 31, 2003 and 2002 is as follows (in thousands):
<TABLE>
<CAPTION>

Summary Balance Sheets
 - Unconsolidated Joint Ventures:                                            2003           2002
------------------------------------------------------------------ --------------- --------------
Assets:
<S>                                                                     <C>            <C>
    Investment properties at cost, net                                  $  63,899      $  32,153
    Cash and cash equivalents                                               4,145            514
    Deferred charges, net                                                   1,652          1,751
    Other assets                                                            3,277          1,491
------------------------------------------------------------------ --------------- --------------
        Total assets                                                    $  72,973      $  35,909
------------------------------------------------------------------ --------------- --------------
Liabilities and Owners' Equity:
    Mortgage payable                                                    $  54,683      $  25,513
    Construction trade payables                                             1,164          1,644
    Accounts payable and other liabilities                                    564            522
------------------------------------------------------------------ --------------- --------------
        Total liabilities                                                  56,411         27,679
    Owners' equity                                                         16,562          8,230
------------------------------------------------------------------ --------------- --------------
        Total liabilities and owners' equity                            $  72,973      $  35,909
------------------------------------------------------------------ --------------- --------------


Summary Statement of Operations
 - Unconsolidated Joint Ventures:                                            2003            2002
------------------------------------------------------------------ --------------- ---------------

Revenues                                                                $   8,178       $  4,119
------------------------------------------------------------------ --------------- ---------------

Expenses:
   Property operating                                                       2,972          1,924
   General and administrative                                                  47             13
   Depreciation and amortization                                            2,292            884
------------------------------------------------------------------ --------------- ---------------
        Total expenses                                                      5,311          2,821
------------------------------------------------------------------ --------------- ---------------
Operating income                                                            2,867          1,298
Interest expense                                                            1,371            578
------------------------------------------------------------------ --------------- ---------------
Net income                                                              $   1,496       $    720
------------------------------------------------------------------ --------------- ---------------

Tanger Properties Limited Partnership share of:
------------------------------------------------------------------ --------------- ---------------
Net income                                                              $     819       $    392
Depreciation (real estate related)                                      $   1,101       $    422
------------------------------------------------------------------ --------------- ---------------
</TABLE>

6.   Disposition of Properties

In May and  October  2003,  we  completed  the  sale of  properties  located  in
Martinsburg, West Virginia and Casa Grande, Arizona,  respectively. Net proceeds
received from the sales of these properties were approximately $8.7 million.  We
recorded a loss on sale of real estate of approximately $147,000 in discontinued
operations.

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

                                       F-13
<PAGE>

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

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

Summary Statements of Operations - Disposed
Properties:
                                                                2003                 2002              2001
--------------------------------------------------- ----------------- -------------------- -----------------
Revenues:
<S>                                                          <C>                  <C>               <C>
   Base rentals                                              $ 1,043              $ 2,863           $ 4,058
   Percentage rentals                                             17                    6                17
   Expense reimbursements                                        440                1,071             1,459
   Other income                                                   55                   50                36
--------------------------------------------------- ----------------- -------------------- -----------------
         Total revenues                                        1,555                3,990             5,570
--------------------------------------------------- ----------------- -------------------- -----------------
Expenses:
   Property operating                                            878                1,615             1,796
   General and Administrative                                      3                    4                 6
   Depreciation and amortization                                 572                1,048             1,232
--------------------------------------------------- ----------------- -------------------- -----------------
         Total expenses                                        1,453                2,667             3,034
--------------------------------------------------- ----------------- -------------------- -----------------
Discontinued operations before gain/(loss)
   on sale of real estate                                        102                1,323             2,536
Gain on sale of outparcels                                       ---                  561               ---
Gain/(loss) on sale of real estate                              (147)               1,702               ---
--------------------------------------------------- ----------------- -------------------- -----------------
Discontinued operations                                      $   (45)             $ 3,586           $ 2,536
--------------------------------------------------- ----------------- -------------------- -----------------
</TABLE>

7.   Deferred Charges

Deferred  charges as of December 31, 2003 and 2002 consists of the following (in
thousands):

                                                        2003            2002
---------------------------------------------- -------------- ---------------
Deferred lease costs and other intangibles          $ 76,191         $15,414
Deferred financing costs                               9,027           8,412
---------------------------------------------- -------------- ---------------
                                                      85,218          23,826
Accumulated amortization                             (16,650)        (13,722)
---------------------------------------------- -------------- ---------------
                                                    $ 68,568        $ 10,104
---------------------------------------------- -------------- ---------------

Amortization  of deferred lease costs and other  intangibles for the years ended
December 31, 2003,  2002 and 2001 was  $2,162,000,  $1,739,000  and  $1,642,000,
respectively.  Amortization of deferred  financing  costs,  included in interest
expense in the accompanying Consolidated Statements of Operations, for the years
ended  December  31,  2003,  2002  and  2001  was  $1,304,000,   $1,209,000  and
$1,277,000, respectively.


                                       F-14
<PAGE>

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

Long-term debt at December 31, 2003 and 2002 consists of the following (in thousands):
                                                                                   2003            2002
------------------------------------------------------------------------- -------------- ---------------
<S>                                                                           <C>            <C>
7.875% Senior, unsecured notes, maturing October 2004                         $  47,509      $   50,109
9.125% Senior, unsecured notes, maturing February 2008                          100,000         100,000
Mortgage notes with fixed interest:
   9.77%, maturing April 2005                                                    14,179          14,516
   9.125%, maturing September 2005                                                7,812           8,288
   4.97%, maturing July 2008, including net premium of $11,852                  198,258             ---
   7.875%, maturing April 2009                                                   61,690          62,874
   7.98%, maturing April 2009                                                    18,746          19,036
   8.86%, maturing September 2010                                                15,975          16,207
Mortgage notes with variable interest:
    LIBOR plus 1.75%, maturing March 2006                                        53,500          53,500
Revolving lines of credit with variable interest rates ranging
    from either prime less .25% to prime or from LIBOR plus
    1.60% to LIBOR plus 1.75%                                                    22,650          20,475
------------------------------------------------------------------------- -------------- ---------------
                                                                              $ 540,319       $ 345,005
------------------------------------------------------------------------- -------------- ---------------
</TABLE>

As part of the  acquisition of the Charter Oak Partners'  portfolio,  we assumed
$186.4 million of  cross-collateralized  debt which has a stated, fixed interest
rate of 6.59% and matures in July 2008.  We recorded  the debt at its fair value
of $198.3 million with an effective interest rate of 4.97%. Accordingly,  a debt
premium of $11.9  million was recorded and is being  amortized  over the life of
the debt.

We extended the maturities of our existing four  unsecured  lines of credit with
Bank of America, Fleet National Bank, SouthTrust Bank and Wells Fargo Bank until
June 30,  2005 and  increased  our line of credit with Wells Fargo Bank from $10
million to $25 million.  This addition brings the total capacity under our lines
of credit to $100 million.  Amounts available under these facilities at December
31,  2003  totaled  $77.35  million.  Interest is payable  based on  alternative
interest rate bases at our option.  Certain of our  properties,  which had a net
book value of  approximately  $704.8  million at  December  31,  2003,  serve as
collateral for the fixed and variable rate mortgages.

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


                                       F-15
<PAGE>

During  2003,  we purchased  at a 2% premium,  $2.6  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.  These
purchases  were in addition to $24.9 million of the notes that were purchased in
2001 and  2002.  We  currently  have  authority  from our Board of  Trustees  to
purchase an additional $22.4 million of our outstanding 7.875% senior, unsecured
public notes and may, from time to time, do so at management's discretion.

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

                  Year                                     Amount
                  ---------------------------------- -------------
                  2004                                 $   53,530
                  2005                                     49,253
                  2006                                     59,410
                  2007                                      6,344
                  2008                                    274,430
                  Thereafter                               85,500
                  ---------------------------------- -------------
                  Subtotal                             $  528,467
                  Net premium                              11,852
                  ---------------------------------- -------------
                  Total                                $  540,319
                  ---------------------------------- -------------


9. Derivatives and Fair Value of Financial Instruments

In August 2002, TWMB, our 50% unconsolidated joint venture,  entered into a swap
agreement with Bank of America, NA effective through August 2004 with a notional
amount of $19 million.  Under this agreement,  TWMB receives a floating interest
rate based on the 30 day LIBOR  index and pays a fixed  interest  rate of 2.49%.
This swap effectively changes the payment of interest on $19 million of variable
rate debt to fixed  rate  debt for the  contract  period at a rate of 4.49%.  At
December  31,  2003,  TWMB  would  have had to pay  $165,000  to  terminate  the
agreement.

In January 2003,  our interest rate swap  agreement  originally  entered into in
December  of 2000 with a notional  amount of $25  million  that fixed the 30 day
LIBOR index at 5.97% expired as scheduled.

The  carrying  amount of cash  equivalents  approximates  fair  value due to the
short-term  maturities  of  these  financial  instruments.  The  fair  value  of
long-term  debt at December  31, 2003 and 2002,  was  estimated,  at the present
value of future  cash  flows,  discounted  at interest  rates  available  at the
reporting  date  for new  debt of  similar  type  and  remaining  maturity,  was
approximately $571.5 and $349.7 million, respectively.

10.   Partners' Equity

In December 2003, the Company  completed a public  offering of 2,300,000  common
shares at a price of $40.50 per share,  receiving net proceeds of  approximately
$88.0 million,  which were contributed to the Operating  Partnership in exchange
for 2,300,000  limited  partnership  units.  The net proceeds were used together
with other available funds to fund our portion of the equity required to acquire
the Charter Oak  portfolio  of outlet  shopping  centers as  mentioned in Note 4
above and for general  corporate  purposes.  In addition  in January  2004,  the
underwriters   of  the   December   2003   offering   exercised  in  full  their
over-allotment  option to purchase an additional 345,000 of the Company's common
shares at the  offering  price of $40.50 per share.  The  Company  received  net
proceeds of approximately $13.2 million from the exercise of the over-allotment,
which were  contributed  to the  Operating  Partnership  in exchange for 345,000
limited partnership units.

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

                                       F-16
<PAGE>

At  December  31,  2003 and  2002,  the  ownership  interests  of the  Operating
Partnership consisted of the following:

                                            2003           2002
---------------------------------- -------------- --------------
Preferred units                              ---         80,190
---------------------------------- -------------- --------------
Common units:
   General partner                       150,000        150,000
   Limited partners                   15,843,948     11,944,330
---------------------------------- -------------- --------------
     Total                            15,993,948     12,094,330
---------------------------------- -------------- --------------

On  June  20,  2003,  the  Company  redeemed  all of its  outstanding  Series  A
Cumulative Convertible Redeemable Preferred Shares (the "Preferred Shares") held
by the  Preferred  Stock  Depositary  in the  form of  Depositary  Shares,  each
representing  1/10th of a Preferred  Share.  Since  preferred  units held by the
Company's majority owned subsidiary,  Tanger LP Trust, are to be redeemed by the
Operating  Partnership  to the extent any  Preferred  Shares of the  Company are
redeemed, proceeds required to redeem the Company's preferred shares were funded
by the Operating  Partnership  in exchange for the  preferred  units held by the
Company.  Likewise,  preferred  units are  automatically  converted into limited
partnership  units to the extent of any  conversion of the  Company's  preferred
shares into Common  Shares.  The redemption  price was $250 per Preferred  Share
($25 per Depositary Share),  plus accrued and unpaid dividends,  if any, to, but
not including, the redemption date.

In lieu of  receiving  the cash  redemption  price,  holders  of the  Depositary
Shares,  at their option,  could exercise their right to convert each Depositary
Share into .901 common shares by following the instructions  for, and completing
the  Notice  of  Conversion  located  on the  back  of  their  Depositary  Share
certificates.  Those Depositary Shares, and the corresponding  Preferred Shares,
that  were  converted  to common  shares  did not  receive  accrued  and  unpaid
dividends,  if any, but were entitled to receive common dividends declared after
the date on which the Depositary Shares were converted to common shares.

On or after the redemption date, the Depositary  Shares,  and the  corresponding
Preferred  Shares,  were no longer  deemed to be  outstanding,  dividends on the
Depositary Shares, and the corresponding Preferred Shares, ceased to accrue, and
all  rights of the  holders  of the  Depositary  Shares,  and the  corresponding
Preferred Shares,  ceased,  except for the right to receive the redemption price
and accrued and unpaid dividends,  without interest  thereon,  upon surrender of
certificates representing the Depositary Shares, and the corresponding Preferred
Shares.

In total,  787,008 of the  Depositary  Shares were converted into 709,078 common
shares and the Company redeemed the remaining 14,889  Depositary  Shares for $25
per share, plus accrued and unpaid dividends.  Likewise, 787,008 preferred units
were  converted  into  709,078  limited  partnership  units  and  the  Operating
Partnership  redeemed  the  remaining  14,889  preferred  units.  The  Operating
Partnership funded the redemption,  totaling approximately  $372,000,  from cash
flow from operations.


                                       F-17
<PAGE>

11.  Earnings Per Unit

A reconciliation  of the numerators and  denominators in computing  earnings per
unit in accordance  with  Statement of Financial  Accounting  Standards No. 128,
"Earnings per Share",  for the years ended  December 31, 2003,  2002 and 2001 is
set forth as follows (in thousands, except per unit amounts):

<TABLE>
<CAPTION>

                                                                           2003             2002          2001
--------------------- --------------------------------------------- ------------ ---------------- -------------
NUMERATOR:
<S>                                                                     <C>              <C>           <C>
   Income from continuing operations                                    $16,444          $10,694       $ 6,618
   Less applicable preferred unit distributions                             (806)         (1,771)       (1,771)
------------------------------------------------------------------- ------------ ---------------- -------------
------------------------------------------------------------------- ------------ ---------------- -------------
   Income from continuing operations available
     to common unitholders - basic and diluted                           15,638            8,923         4,847
   Discontinued operations                                                 (45)            3,586         2,536
------------------------------------------------------------------- ------------ ---------------- -------------
   Net income available to common unitholders-
     basic and diluted                                                   15,593           12,509         7,383
------------------------------------------------------------------- ------------ ---------------- -------------
DENOMINATOR:
   Basic weighted average common units                                   13,085           11,356        10,959
   Effect of outstanding share and unit options                             215              183            21
------------------------------------------------------------------- ------------ ---------------- -------------
   Diluted weighted average common units                                 13,300           11,539        10,980
------------------------------------------------------------------- ------------ ---------------- -------------

Basic earnings per common unit:
   Income from continuing operations                                    $  1.20          $   .79       $  .44
   Discontinued operations                                                 (.01)             .32          .23
------------------------------------------------------------------- ------------ ---------------- -------------
   Net income                                                           $  1.19          $  1.11       $  .67
------------------------------------------------------------------- ------------ ---------------- -------------

Diluted earnings per common unit:
   Income from continuing operations                                    $  1.18          $   .77       $   .44
   Discontinued operations                                                 (.01)             .31           .23
------------------------------------------------------------------- ------------ ---------------- -------------
   Net income                                                           $  1.17          $  1.08       $   .67
------------------------------------------------------------------- ------------ ---------------- -------------
</TABLE>

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

12.  Employee Benefit Plans

The Company has a  non-qualified  and  incentive  share  option plan ("The Share
Option Plan") and the Operating Partnership has a non-qualified Unit option plan
("The Unit Option  Plan").  Units  received  upon  exercise of Unit  options are
exchangeable  for the Company's  common  shares.  Effective  January 1, 2003, we
adopted the fair value  recognition  provisions  of FAS 123.  Under the modified
prospective  method of adoption  selected by us under the provisions of FAS 148,
compensation  cost  recognized in 2003 is the same as that which would have been
recognized  had the  recognition  provisions  of FAS 123 been  applied  from its
original  effective date. In accordance with FAS 148,  results for prior periods
have not been restated.


                                       F-18
<PAGE>

The following  table  illustrates the effect on net income and earnings per unit
if the fair value based  method had been applied to all  outstanding  awards for
the years ended December 31, 2003,  2002 and 2001 (in thousands  except per unit
data):
<TABLE>
<CAPTION>

                                                                     2003           2002        2001
--------------------------------------------------------------  ------------ ------------ ------------
<S>                                                                 <C>         <C>            <C>
Net income                                                          $16,399     $ 14,280       $9,154

Add: Unit-based employee compensation expense
     included in net income                                             102          ---          ---

Less: Total unit based employee compensation expense
      determined under fair value based method for all
      Awards                                                           (102)        (160)        (229)
--------------------------------------------------------------  ------------ ------------ ------------
Pro forma net income                                                 16,399     $ 14,120       $8,925
--------------------------------------------------------------  ------------ ------------ ------------
--------------------------------------------------------------  ------------ ------------ ------------
Earnings per unit:
     Basic - as reported                                              $1.19        $1.11         $.67
     Basic - pro forma                                                 1.19         1.09          .65

     Diluted - as reported                                            $1.17        $1.08         $.67
     Diluted - pro forma                                               1.17         1.07          .65
--------------------------------------------------------------  ------------ ------------ ------------
--------------------------------------------------------------  ------------ ------------ ------------
</TABLE>

The Company and the Operating  Partnership may issue up to a combined  2,250,000
shares  and units  under  the  Company's  Share  Option  Plan and the  Operating
Partnership's  Unit Option Plan. The Company and the Operating  Partnership have
granted 1,519,200 options, net of options forfeited,  through December 31, 2003.
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, 2003 have exercise  prices between  $18.625
and  $31.25,  with a weighted  average  exercise  price of $25.48 and a weighted
average remaining contractual life of 4.43 years.

A summary of the status of our two plans at December 31, 2003, 2002 and 2001 and
changes  during  the years then ended is  presented  in the table and  narrative
below:
<TABLE>
<CAPTION>
                                                   2003                        2002                     2001
                                          --------------------       -----------------------    ---------------------
                                                         Wtd Avg                  Wtd Avg                   Wtd Avg
                                            Units        Ex Price    Units        Ex Price        Units     Ex Price
------------------------------------- ------------- ------------- ------------ -------------- ----------- -----------
<S>                                      <C>           <C>          <C>             <C>         <C>          <C>
Outstanding at beginning                 1,253,300     $ 23.84      1,387,430       $ 23.68     1,406,870    $ 23.63
   of year
Granted                                        ---         ---            ---           ---           ---        ---
Exercised                                 (886,940)      23.16       (124,620)        21.87     (10,800)       18.63
Forfeited                                      (600)     18.63         (9,510)        25.45       (8,640)      23.66
------------------------------------- -------------- ---------- -------------- ------------- ------------- ----------
Outstanding at end of year                  365,760    $ 25.48      1,253,300       $ 23.84     1,387,430    $ 23.68
------------------------------------- -------------- ---------- -------------- ------------- ------------- ----------
Exercisable at end of year                  240,260    $ 28.46      1,001,480       $ 24.37     1,006,490    $ 24.16
Weighted average fair value
   of options granted                          $---                     $ ---                       $ ---
</TABLE>

                                       F-19
<PAGE>

We have a qualified  retirement plan, with a salary deferral feature designed to
qualify  under  Section  401 of the  Code  (the  "401(k)  Plan"),  which  covers
substantially  all of our  officers and  employees.  The 401(k) Plan permits our
employees,  in accordance  with the provisions of Section 401(k) of the Code, to
defer up to 20% of their  eligible  compensation  on a pre-tax  basis subject to
certain maximum amounts. Employee contributions are fully vested and are matched
by us at a rate  of  compensation  deferred  to be  determined  annually  at our
discretion.  The matching  contribution  is subject to vesting  under a schedule
providing for 20% annual vesting starting with the second year of employment and
100% vesting after six years of employment.  The employer matching  contribution
expense for the years 2003, 2002 and 2001 was immaterial.

13.  Other Comprehensive Income

Effective  January 1, 2001,  we adopted  FAS 133.  Upon  adoption  we recorded a
cumulative  effect  adjustment  of $300,000 loss in other  comprehensive  income
(loss).  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 January
2003, our remaining  interest rate swap agreement with a notional  amount of $25
million,  designated as a cash flow hedge in accordance  with the  provisions of
FAS 133, expired as scheduled.  Upon expiration,  the fair market value recorded
on the balance sheet as a liability in accounts payable and accrued expenses was
adjusted to zero through accumulated other comprehensive income. TWMB's interest
rate swap  agreement has been  designated as a cash flow hedge and is carried on
its respective balance sheet at fair value. At December 31, 2003, our portion of
the fair value of TWMB's  hedge is  recorded  as a reduction  in  investment  in
unconsolidated joint ventures of $82,000 in other assets.

Total comprehensive  income for the years ended December 31, 2003, 2002 and 2001
is as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                 2003           2002            2001
----------------------------------------------------------------------- -------------- -------------- ---------------
Net income                                                                    $16,399       $ 14,280       $   9,154
----------------------------------------------------------------------- -------------- -------------- ---------------
     Other comprehensive income (loss):
     <S>                                                                        <C>             <C>             <C>
        Cumulative effect adjustment of FAS 133 adoption                          ---            ---            (300)
        Reclassification to earnings on termination of cash
             flow hedge                                                           ---            ---             147
        Change in fair value of our portion of TWMB cash
            flow hedge                                                             57           (139)             ---
        Change in fair value of cash flow hedge                                    98            875            (820)
----------------------------------------------------------------------- -------------- -------------- ---------------
           Other comprehensive income (loss)                                      155            736            (973)
----------------------------------------------------------------------- -------------- -------------- ---------------
Total comprehensive income                                                   $ 16,554        $15,016         $ 8,181
----------------------------------------------------------------------- -------------- -------------- ---------------
</TABLE>

14.  Supplementary Income Statement Information

The following amounts are included in property  operating expenses for the years
ended December 31, 2003, 2002 and 2001 (in thousands):
<TABLE>
<CAPTION>

                                                                  2003         2002         2001
--------------------------------------------------------- ------------- ------------ ------------
<S>                                                           <C>          <C>          <C>
Advertising and promotion                                     $ 10,358     $  9,578     $  8,964
Common area maintenance                                         15,542       13,256       12,636
Real estate taxes                                                9,312        8,387        7,985
Other operating expenses                                         5,023        3,661        3,263
--------------------------------------------------------- ------------- ------------ ------------
                                                              $ 40,235     $ 34,882     $ 32,848
--------------------------------------------------------- ------------- ------------ ------------
</TABLE>


                                       F-20
<PAGE>

15.  Lease Agreements

We are the  lessor  of a total of 2,040  stores in our 35  consolidated  factory
outlet centers,  under operating leases with initial terms that expire from 2004
to 2021. 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,
2003 are as follows (in thousands):

                       2004                           $ 112,145
                       2005                              89,397
                       2006                              64,631
                       2007                              43,900
                       2008                              24,282
                       Thereafter                        34,985
                       -------------------- --------------------
                                                      $ 369,340
                       -------------------- --------------------

16.  Commitments and Contingencies

We  purchased  the rights to lease land on which two of the outlet  centers  are
situated  for  $1,536,000.  These  leasehold  rights  are being  amortized  on a
straight-line  basis  over 30 and 40  year  periods,  respectively.  Accumulated
amortization   was  $762,000  and  $713,000  at  December  31,  2003  and  2002,
respectively.

Our non-cancelable  operating leases,  with initial terms in excess of one year,
have terms that  expire  from 2004 to 2085.  Annual  rental  payments  for these
leases totaled  approximately  $2,572,000,  $2,437,000 and  $2,333,000,  for the
years ended  December  31,  2003,  2002 and 2001,  respectively.  Minimum  lease
payments for the next five years and thereafter are as follows (in thousands):

                    2004                             $ 2,941
                    2005                               2,855
                    2006                               2,768
                    2007                               2,675
                    2008                               2,402
                    Thereafter                        87,556
                    ------------------- ---------------------
                                                   $ 101,197
                    ------------------- ---------------------

We are also  subject to legal  proceedings  and claims  which 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, financial condition or cash flows.


                                      F-21
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS
                         ON FINANCIAL STATEMENT SCHEDULE


To the Partners of Tanger Properties Limited Partnership and subsidiaries:

Our audits of the consolidated  financial  statements  referred to in our report
dated March 5, 2004 appearing in the 2003 Form 10-K of Tanger Properties Limited
Partnership also included an audit of the financial statement schedule listed in
Item  15(a)(2)  of this Form 10-K.  In our  opinion,  this  financial  statement
schedule  presents fairly, in all material  respects,  the information set forth
therein  when  read in  conjunction  with  the  related  consolidated  financial
statements.

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina
March 5, 2004


                                       F-22
<PAGE>
<TABLE>
<CAPTION>
             TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
               For the Year Ended December 31, 2003 (In thousands)
---------------------------------------- -------------- ----------------------- -----------------------
                                                                                  Costs Capitalized
                                                                                    Subsequent to
                                                            Initial cost to          Acquisition
             Description                                        Company             (Improvements)
---------------------------------------- -------------- ----------------------- -----------------------
                                                                    Buildings,             Buildings
  Outlet Center                                                    Improvements           Improvements
     Name               Location          Encumbrances     Land     & Fixtures   Land      & Fixtures
------------------- -------------------- -------------- --------- ------------- -------- --------------
<S>                 <C>                        <C>        <C>       <C>         <C>           <C>
Barstow             Barstow, CA                     --    $3,672    $ 12,533    $ ---         $4,403
------------------- -------------------- -------------- --------- ------------- -------- --------------
Blowing Rock        Blowing Rock, NC           $ 9,517     1,963       9,424      ---          2,360
------------------- -------------------- -------------- --------- ------------- -------- --------------
Boaz                Boaz, AL                       ---       616       2,195      ---          2,281
------------------- -------------------- -------------- --------- ------------- -------- --------------
Branson             Branson, MO                 24,000     4,557      25,040      ---          8,773
------------------- -------------------- -------------- --------- ------------- -------- --------------
Clover              North Conway, NH               ---       393         672      ---            252
------------------- -------------------- -------------- --------- ------------- -------- --------------
Commerce I          Commerce, GA                 7,812       755       3,511      492          9,541
------------------- -------------------- -------------- --------- ------------- -------- --------------
Commerce II         Commerce, GA                29,500     1,262      14,046      541         18,376
------------------- -------------------- -------------- --------- ------------- -------- --------------
Dalton              Dalton, GA                  10,923     1,641      15,596      ---            650
------------------- -------------------- -------------- --------- ------------- -------- --------------
Foley               Foley, AL                   34,695     4,400      82,410      ---            ---
------------------- -------------------- -------------- --------- ------------- -------- --------------
Gonzales            Gonzales, LA                   ---       718      15,895       17          5,322
------------------- -------------------- -------------- --------- ------------- -------- --------------
Hilton Head         Blufton, SC                 19,900     9,900      41,504      ---            ---
------------------- -------------------- -------------- --------- ------------- -------- --------------
Howell              Howell, MI                     ---     2,250      35,250      ---            310
------------------- -------------------- -------------- --------- ------------- -------- --------------
Kittery-I           Kittery, ME                  6,216     1,242       2,961      229          1,319
------------------- -------------------- -------------- --------- ------------- -------- --------------
Kittery-II          Kittery, ME                    ---       921       1,835      530            731
------------------- -------------------- -------------- --------- ------------- -------- --------------
Lancaster           Lancaster, PA               14,179     3,691      19,907      ---         12,789
------------------- -------------------- -------------- --------- ------------- -------- --------------
Lincoln City        Lincoln City, OR            11,202     6,500      28,673      ---            ---
------------------- -------------------- -------------- --------- ------------- -------- --------------
LL Bean             North Conway, NH               ---     1,894       3,351      ---          1,159
------------------- -------------------- -------------- --------- ------------- -------- --------------
Locust Grove        Locust Grove, GA               ---     2,558      11,801      ---          8,537
------------------- -------------------- -------------- --------- ------------- -------- --------------
Myrtle Beach 501    Myrtle Beach, SC            24,634    10,300      57,094      ---            ---
------------------- -------------------- -------------- --------- ------------- -------- --------------
Nags Head           Nags Head, NC                6,458     1,853       6,679      ---          2,151
------------------- -------------------- -------------- --------- ------------- -------- --------------
North Branch        North Branch, MN               ---       243       5,644      249          4,112
------------------- -------------------- -------------- --------- ------------- -------- --------------
Park City           Park City, UT               13,556     6,900      33,597      ---            ---
------------------- -------------------- -------------- --------- ------------- -------- --------------
Pigeon Forge        Pigeon Forge, TN               ---       299       2,508      ---          2,076
------------------- -------------------- -------------- --------- ------------- -------- --------------
Rehoboth            Rehoboth Beach, DE          42,427    21,500      74,209      ---            ---
------------------- -------------------- -------------- --------- ------------- -------- --------------
Riverhead           Riverhead, NY                  ---       ---      36,374    6,152         74,035
------------------- -------------------- -------------- --------- ------------- -------- --------------
San Marcos          San Marcos, TX              37,299     1,801       9,440       16         36,432
------------------- -------------------- -------------- --------- ------------- -------- --------------
Sanibel             Sanibel, FL                    ---     4,916      23,196      ---          3,645
------------------- -------------------- -------------- --------- ------------- -------- --------------
Sevierville         Sevierville, TN                ---       ---      18,495      ---         34,468
------------------- -------------------- -------------- --------- ------------- -------- --------------
Seymour             Seymour, IN                    ---     1,590      13,249      ---            732
------------------- -------------------- -------------- --------- ------------- -------- --------------
Terrell             Terrell, TX                    ---       778      13,432      ---          6,508
------------------- -------------------- -------------- --------- ------------- -------- --------------
Tilton              Tilton, NH                  13,997     1,800      24,838      ---            ---
------------------- -------------------- -------------- --------- ------------- -------- --------------
Tuscola             Tuscola, IL                 21,739     1,600      15,428      ---            ---
------------------- -------------------- -------------- --------- ------------- -------- --------------
West Branch         West Branch, MI              6,934       350       3,428      121          5,495
------------------- -------------------- -------------- --------- ------------- -------- --------------
Westbrook           Westbrook, CT               16,108     7,200      26,991      ---            ---
------------------- -------------------- -------------- --------- ------------- -------- --------------
Williamsburg        Williamsburg, IA            19,064       706       6,781      717         14,276
------------------- -------------------- -------------- --------- ------------- -------- --------------
                                             $ 370,160  $110,769    $697,987   $9,064       $260,733
------------------- -------------------- -------------- --------- ------------- -------- --------------
</TABLE>
                                       F-23
<PAGE>
<TABLE>
<CAPTION>
              TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
               For the Year Ended December 31, 2003 (In thousands)
---------------------------------------- ------------------------------------- ------------- ------------- -------------
                                           Gross Amount Carried at Close of
                                                       Period
             Description                              12/31/03 (1)
---------------------------------------- ------------------------------------- ------------- ------------- -------------
                                                                                                            Life Used to
                                                                                                              Compute
                                                      Buildings                                             Depreciation
  Outlet Center                                      Improvements               Accumulated      Date of      in Income
     Name               Location            Land      & Fixtures      Total     Depreciation  Construction    Statement
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
<S>                 <C>                    <C>            <C>         <C>            <C>         <C>           <C>
Barstow             Barstow, CA            $3,672         $16,936     $20,608        $6,065      1995          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Blowing Rock        Blowing Rock, NC        1,963          11,784      13,747         2,601    1997 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Boaz                Boaz, AL                  616           4,476       5,092         2,676      1988          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Branson             Branson, MO             4,557          33,813      38,370        14,444      1994          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Clover              North Conway, NH          393             924       1,317           641      1987          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Commerce I          Commerce, GA            1,247          13,052      14,299         6,454      1989          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Commerce II         Commerce, GA            1,803          32,422      34,225        11,019      1995          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Dalton              Dalton, GA              1,641          16,246      17,887         3,170    1998 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Foley               Foley, AL               4,400          82,410      86,810           112    2003 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Gonzales            Gonzales, LA              735          21,217      21,952        11,321      1992          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Hilton Head         Blufton, SC             9,900          41,504      51,404            68    2003 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Howell              Howell, MI              2,250          35,560      37,810         1,560    2002 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Kittery-I           Kittery, ME             1,471           4,280       5,751         2,938      1986          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Kittery-II          Kittery, ME             1,451           2,566       4,017         1,347      1989          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Lancaster           Lancaster, PA           3,691          32,696      36,387        11,801    1994 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Lincoln City        Lincoln City, OR        6,500          28,673      35,173            41    2003 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
LL Bean             North Conway, NH        1,894           4,510       6,404         2,681      1988          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Locust Grove        Locust Grove, GA        2,558          20,338      22,896         8,426      1994          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Myrtle Beach 501    Myrtle Beach, SC       10,300          57,094      67,394            84    2003 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Nags Head           Nags Head, NC           1,853           8,830      10,683         2,423    1997 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
North Branch        North Branch, MN          492           9,756      10,248         5,495      1992          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Park City           Park City, UT           6,900          33,597      40,497            53    2003 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Pigeon Forge        Pigeon Forge, TN          299           4,584       4,883         2,798      1988          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Rehoboth            Rehoboth Beach, DE     21,500          74,209      95,709           101    2003 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Riverhead           Riverhead, NY           6,152         110,409     116,561        33,872      1993          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
San Marcos          San Marcos, TX          1,817          45,872      47,689        13,650      1993          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Sanibel             Sanibel, FL             4,916          26,841      31,757         4,778    1998 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Sevierville         Sevierville, TN           ---          52,963      52,963        11,243    1997 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Seymour             Seymour, IN             1,590          13,981      15,571         6,625      1994          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Terrell             Terrell, TX               778          19,940      20,718         8,885      1994          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Tilton              Tilton, NH              1,800          24,838      26,638            39    2003 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Tuscola             Tuscola, IL             1,600          15,428      17,028            35    2003 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
West Branch         West Branch, MI           471           8,923       9,394         4,402      1991          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Westbrook           Westbrook, CT           7,200          26,991      34,191            51    2003 (3)        (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
Williamsburg        Williamsburg, IA        1,423          21,057      22,480        10,799      1991          (2)
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
                                          119,833        $958,720  $1,078,553      $192,698
------------------- -------------------- --------- --------------- ----------- ------------- ------------- -------------
(1)  Aggregate   cost  for  federal   income  tax   purposes  is   approximately
     $1,149,657,000
(2)  The Company  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-24
<PAGE>
<TABLE>
<CAPTION>
             TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES
                           SCHEDULE III - (Continued)
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2003
                                 (In Thousands)

The changes in total real estate for the three years ended December 31, 2003 are
as follows:

                                                       2003             2002              2001
                                              -------------- ---------------- -----------------
<S>                                                <C>              <C>               <C>
        Balance, beginning of year                 $622,399         $599,266          $584,928
        Acquisition of real estate                  463,875           37,500               ---
        Improvements                                  9,342            5,324            14,338
        Dispositions and other                     (17,063)         (19,691)               ---
                                              -------------- ---------------- -----------------
        Balance, end of year                     $1,078,553         $622,399          $599,266
                                              ============== ================ =================
</TABLE>
<TABLE>
<CAPTION>
The changes in accumulated  depreciation  for the three years ended December 31,
2003 are as follows:

                                                       2003             2002             2001
                                              -------------- ---------------- ----------------
<S>                                               <C>              <C>              <C>
        Balance, beginning of year                $ 174,199        $ 148,950        $ 122,365
        Depreciation for the period                  27,211           26,906           26,585
        Dispositions and other                       (8,712)          (1,657)             ---
                                              -------------- ---------------- ----------------
        Balance, end of year                       $192,698         $174,199         $148,950
                                              ============== ================ ================

</TABLE>
                                      F-25