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, 2004
                                       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 definitive proxy
statement of Tanger Factory Outlet Centers, Inc. to be filed with respect to the
Annual Meeting of Shareholders to be held May 13, 2005.

                                       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  24 years ago,  we have  become one of the  largest  owners and
operators of factory  outlet  centers in the United  States.  As of December 31,
2004, we owned  interests in 33 centers,  with a total gross  leasable  area, or
("GLA"),  of approximately 8.7 million square feet, which were 97% occupied.  In
addition as of December 31,  2004,  we managed for a fee three  centers,  with a
total GLA of  approximately  105,000  square feet,  bringing the total number of
centers we operated to 36 with a total GLA of  approximately  8.8 million square
feet containing over 1,900 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 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, 2004,  Tanger GP Trust owned 150,000  Units,  Tanger LP Trust
owned  13,571,508  Units and TFLP owned the remaining  3,033,305  Units.  TFLP's
Units are exchangeable, subject to certain limitations to preserve our status as
a REIT, on a two-for-one  basis for the Company's common shares.  As of February
18, 2005, our 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

The most  significant  event  of 2004 was the  integration  of the  Charter  Oak
Partners'  portfolio of nine factory outlet centers totaling  approximately  3.3
million  square feet which was acquired in December 2003. 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 funded the majority of our equity in the
joint venture with proceeds  from the Company's  issuance of 4.6 million  common
shares in  December  2003 at $20.25  per share  which  were  contributed  to the
Operating Partnership in exchange for 2.3 million limited partnership units. The
successful equity financing allows us to maintain a strong balance sheet and our
current financial flexibility.

Our 50% ownership,  unconsolidated joint venture, TWMB Associates, LLC ("TWMB"),
completed a 78,000 square foot  expansion at its center located in Myrtle Beach,
South Carolina.  Stores located in the expansion  include Banana Republic,  GAP,
Calvin Klein, Anne Taylor, Puma, Guess and Jones, NY and others.

We also were successful in divesting of three non-core assets, including our two
small  properties,  located in North  Conway,  New  Hampshire  and a property in
Dalton,  Georgia.  We also sold five land parcels located throughout four outlet
centers  during the year.  Net proceeds  from these  transactions  totaled $20.4
million.

We continue our pre-development  and leasing of four previously  announced sites
located in  Pittsburgh,  Pennsylvania;  Deer Park, New York;  Charleston,  South
Carolina; and Wisconsin Dells,  Wisconsin,  with expected deliveries during 2006
and 2007.

At  December   31,  2004,   we  had   ownership   interests  in  or   management
responsibilities for 36 centers in 23 states totaling 8.8 million square feet of
operating  GLA compared to 40 centers in 23 states  totaling 9.3 million  square
feet of  operating  GLA as of  December  31,  2003.  The  decrease is due to the
following events:

<TABLE>


                                                     No. of      GLA
                                                    Centers     (000's)       States
-------------------------------------------------------------- ------------ -----------
<S>            <C> <C>                                 <C>       <C>            <C>
As of December 31, 2003                                40        9,330          23
-------------------------------------------------------------- ------------ -----------
   New development expansion:
      Myrtle Beach Hwy 17, South Carolina -
        (unconsolidated joint venture)                 ---          78          ---
   Dispositions:
      North Conway, New Hampshire (wholly-owned)       (2)         (62)         ---
      Dalton, Georgia (wholly-owned)                   (1)        (173)         ---
      Vero Beach, Florida (managed)                    (1)        (329)         ---
-------------------------------------------------------------- ------------ -----------
As of December 31, 2004                                36        8,844          23
-------------------------------------------------------------- ------------ -----------

</TABLE>

                                       3
<PAGE>

During 2004, 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 4.6 million
     common  shares at a price of  $20.25  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 690,000 common shares
     at the offering price of $20.25 per share. The Company  contributed the net
     proceeds  of   approximately   $13.2  million  from  the  exercise  of  the
     over-allotment to the Operating Partnership in exchange for 345,000 limited
     partnership units.

o    In September 2004, we obtained the release of two properties which had been
     securing  $53.5  million in  mortgage  loans with Wells  Fargo  Bank,  thus
     creating an unsecured note with Wells Fargo Bank for the same face amount.

o    Also in  September  2004,  we obtained  the release of the Dalton,  Georgia
     property    mentioned    above   which   served   as    collateral   in   a
     cross-collateralized  mortgage  with John  Hancock Life  Insurance  Company
     ("John Hancock") along with several other properties. Upon its disposition,
     the Dalton  property was released as  collateral  and replaced  with a $6.4
     million  standby letter of credit issued by Bank of America.  The letter of
     credit includes an issuance fee of 1.25%  annually.  The required amount of
     the letter of credit decreases  ratably over the remaining term of the John
     Hancock  mortgage  which matures in April 2009.  Throughout the term of the
     letter of credit,  its required  amount serves as a reduction in the amount
     available  under our  unsecured  $50  million  line of credit  with Bank of
     America.

o    In October 2004, we retired $47.5  million,  7.875%  unsecured  notes which
     matured on October 24, 2004 with proceeds from our property and land parcel
     sales and amounts available under our unsecured lines of credit.

o    During 2004, we obtained an additional $25 million unsecured line of credit
     from Citicorp North America, Inc., a subsidiary of Citigroup;  bringing the
     total committed unsecured lines of credit to $125 million. In addition,  we
     completed the extension of the maturity dates on all of our lines of credit
     with Bank of America, Wachovia Corporation,  Wells Fargo Bank and Citigroup
     until June of 2007.

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  in markets 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.

                                       4
<PAGE>

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.

Our factory  outlet  centers range in size from 24,619 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, 2005,  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 2004, 2003 and 2002. As of February
1, 2005, our largest tenant, including all of its store concepts,  accounted for
approximately  6.7% of our GLA. Because our typical tenant is a large,  national
manufacturer,  we have not experienced any significant  problems with respect to
rent collections or lease defaults.

Revenues from fixed rents and  operating  expense  reimbursements  accounted for
approximately  89% of our  total  revenues  in 2004.  Revenues  from  contingent
sources,  such as percentage  rents,  vending income and  miscellaneous  income,
accounted  for  approximately  11% of 2004  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  our
company,  Stanley K. Tanger and his son,  Steven B. Tanger,  our  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 24 years ago, we have become one of
the largest  owner  operators of factory  outlet  centers in the country.  As of
December 31, 2004, we owned interests in 33 shopping  centers,  with a total GLA
of approximately  8.7 million square feet, which were 97% occupied.  In addition
as of December 31, 2004,  we managed for a fee three  shopping  centers,  with a
total GLA of  approximately  105,000  square feet,  bringing the total number of
centers we operated to 36 with a total GLA of  approximately  8.8 million square
feet containing over 1,900 stores and representing over 400 store brands.

                                       5
<PAGE>
Business, Growth and Operating Strategy

BUSINESS STRATEGY

We maintain  strong  tenant  relationships  with high volume  manufacturers  and
retailers that have a selective  presence in the outlet  industry,  such as GAP,
Tommy Hilfiger, Polo Ralph Lauren,  Nautica, Coach Leatherware,  Brooks Brothers
and Nike.  These  relationships  help solidify our position in the  manufacturer
outlet business.

As of December  31, 2004,  our  portfolio of  properties  was 97% occupied  with
average  tenant  sales of $310  per  square  foot.  Our  properties  have had an
occupancy  rate on December  31st of 95% or greater  for the last 24 years.  The
ability to achieve such a goal is a testament to the  relationships  and quality
of our centers.

We are a very experienced  company within the outlet industry with over 24 years
of  experience  in the sector and over 10 years as a public  company.  We have a
seasoned team of real estate professionals averaging over 21 years in the outlet
industry.  We believe our  competitive  advantage in the  manufacturers'  outlet
business  is  a  result  of  our  experience  in  the  business,   long-standing
relationships  with tenants and  expertise in the  development  and operation of
manufacturers' outlet centers.

GROWTH STRATEGY

We seek growth through increasing rents in our existing centers;  developing new
centers and expanding existing centers; and acquiring centers.

Increasing Rents at Existing Centers
Our  leasing  strategy  includes  aggressively  marketing  available  space  and
maintaining a high level of occupancy; providing for inflation-based contractual
rent increases or periodic fixed contractual rent increases in substantially all
leases; renewing leases at higher base rents per square-foot; re-tenanting space
occupied by under performing  tenants and continuing to sign leases that provide
for percentage rents.

Developing New Centers and Expanding Existing Centers
We believe  that there  continues  to be  significant  opportunities  to develop
manufacturers'  outlet centers across the United States of America. We intend to
undertake  such  development  selectively,  and  believe  that  we  will  have a
competitive  advantage  in doing so as a result  of our  development  expertise,
tenant  relationships  and access to capital.  We expect that the development of
new  centers  and the  expansion  of  existing  centers  will  continue  to be a
substantial  part of our  growth  strategy.  We  believe  that  our  development
experience and strong tenant relationships enable us to determine site viability
on a timely and cost-effective  basis.  However,  there can be no assurance that
any  development  or  expansion  projects  will be  commenced  or  completed  as
scheduled.

We typically seek  opportunities  to develop or acquire new centers in locations
that have at least 1 million people  residing within an hour's drive, an average
household income within a 30-mile radius of at least $50,000 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  with at least 5 million
annual  visitors.  Our current  goal is to target sites that are large enough to
support  centers with  approximately  75 stores totaling at least 300,000 square
feet of GLA.

We  generally  pre-lease  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 nine to twelve months from groundbreaking to
the opening of the first tenant  store.  Construction  of expansions to existing
properties typically takes less time, usually between six to nine months.

Acquiring Centers
We may  selectively  acquire  individual  properties or portfolios of properties
that meet our strategic investment criteria as suitable  opportunities arise. We
believe that our extensive  experience in the outlet center business,  access to
capital markets,  familiarity with real estate markets and management experience
will allow us to evaluate  and execute our  acquisition  strategy  successfully.
Furthermore,  we  believe  that we will be able  to  enhance  the  operation  of
acquired  properties as a result of our strong tenant  relationships as has been
the result in 2004 with the Charter Oak property portfolio.  However,  there can
be no assurance that any  acquisitions  will be consummated  or, if consummated,
will result in a positive return on investment to us.

                                       6
<PAGE>

OPERATING STRATEGY

Our primary  business  objective is to enhance the value of our  properties  and
operations by increasing  cash flow. We plan to achieve this  objective  through
continuing efforts to improve tenant sales and profitability, and to enhance the
opportunity for higher base and percentage rents.

Leasing
We pursue an active leasing strategy through long-standing  relationships with a
broad range of tenants including  manufacturers of men's, women's and children's
ready-to-wear,  lifestyle apparel, footwear, accessories, tableware, housewares,
linens and domestic goods. Key tenants are placed in strategic locations to draw
customers into each center and to encourage  shopping at more than one store. We
continually   monitor  tenant  mix,   store  size,   store  location  and  sales
performance,  and work with  tenants to improve each center  through  re-sizing,
re-location and joint promotion.

Marketing
We develop  branded  property-specific  marketing  plans annually to deliver the
message of superior  outlet brand name  assortment,  selection  and savings.  We
closely  examine our plans each year to ensure we are hitting the right  markets
and shoppers with the right message to drive traffic to our centers  nationwide.
Our plans include strategic  advertising,  enticing  promotions,  incentives and
events to targeted  audiences for meaningful and  measurable  results.  Customer
satisfaction  and  retention  are  always  a  high  priority.  The  majority  of
consumer-marketing expenses incurred by the Company are reimbursable by tenants.

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.

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 shareholders' best interests.  Prior to the 2002, 2003 and 2004 common
share offerings of the Company,  we 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 2.0 million common shares at a price of $14.625 per share, receiving
net proceeds of  approximately  $28.0  million,  which were  contributed  to the
Operating  Partnership in exchange for 1.0 million 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 4.6 million common shares at a price of
$20.25 per share,  receiving net proceeds of approximately $88.0 million,  which
were  contributed  to the  Operating  Partnership  in  exchange  for 2.3 million
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
690,000 common shares at the offering price of $20.25 per share. We received net
proceeds of approximately $13.2 million from the exercise of the over-allotment,
which were 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 selling  outparcels  on existing
properties.

We maintain  unsecured,  revolving  lines of credit that  provide for  unsecured
borrowings  up to $125 million at December 31, 2004,  an increase of $25 million
in capacity from December 31, 2003. During 2004, we extended the maturity of all
lines of credit to June 30, 2007. 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 2005.

                                       7
<PAGE>

Competition

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

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

We compete  favorably with two large  national  owners of factory outlet centers
and numerous  small owners.  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,  have  minimized  the number of new  factory  outlet
centers. 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 31 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, 2005, we had 188 full-time employees, located at our corporate
headquarters  in North  Carolina,  our  regional  office  in New York and our 31
business  offices.  At that date, we also  employed 219  part-time  employees at
various locations.

                                       8
<PAGE>

Item 2.   Properties

As of February 1, 2005,  our  portfolio  consisted  of 36 centers  totaling  8.8
million  square  feet of GLA  located in 23  states.  We owned  interests  in 33
centers with a total GLA of  approximately  8.7 million  square feet and managed
for a fee three centers with a total GLA of  approximately  105,000 square feet.
Our  centers  range in size from  24,619 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 and  Rehoboth  Beach,  Delaware  centers are the only  properties  that
represented  more  than  10% of our  2004  annual  consolidated  gross  revenues
(Riverhead) or more than 10% of our  consolidated  total assets (Rehoboth Beach)
as of December 31, 2004. See "Business and Properties - Significant Properties".

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

Certain of our centers serve as collateral for mortgage notes payable. Of the 33
centers that we have ownership  interests in, we own the land  underlying 28 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 that was  automatically  renewed for an  additional  five years in
2004,  with  renewal at our option for up to six more  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 2.7 acre 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.

                                       9
<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, 2005.

Location of Centers (as of February 1, 2005)

                                     Number of         GLA             %
State                                 Centers       (sq. ft.)        of GLA
----------------------------------- ------------- -------------- ---------------
South Carolina (1)(2)                    3            1,222,474       14
Georgia                                  3              775,760        9
New York                                 1              729,238        8
Texas                                    2              619,976        7
Alabama (2)                              2              615,126        7
Delaware (2)                             1              568,873        7
Tennessee                                2              513,732        6
Michigan                                 2              437,051        5
Utah (2)                                 1              300,602        3
Connecticut (2)                          1              291,051        3
Missouri                                 1              277,883        3
Iowa                                     1              277,230        3
Oregon (2)                               1              270,280        3
Illinois (2)                             1              256,514        3
Pennsylvania                             1              255,152        3
Louisiana                                1              245,199        3
New Hampshire (2)                        1              227,998        3
Florida                                  1              198,924        2
North Carolina                           2              187,510        2
Indiana                                  1              141,051        2
Minnesota                                1              134,480        2
California                               1              108,950        1
Maine                                    2               84,313        1
----------------------------------- ------------- -------------- ---------------
   Total                                33            8,739,367      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.

                                       10
<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, 2005.  Except as noted,  all  properties  are fee
owned.

                                                 GLA                 %
                 Location                      (sq. ft.)          Occupied
-------------------------------------------- ------------ ----- -------------
Riverhead, NY (1)                                729,238               98
Rehoboth, DE (1) (3)                             568,873               99
Foley, AL (3)                                    535,551               96
San Marcos, TX                                   442,486               99
Myrtle Beach 501, SC (3)                         427,388               91
Sevierville, TN (1)                              419,038               99
Myrtle Beach 17, SC (1) (2)                      401,992               99
Hilton Head, SC (3)                              393,094               90
Commerce II, GA                                  342,556               98
Howell, MI                                       324,631               98
Park City, UT (3)                                300,602               94
Westbrook, CT (3)                                291,051               91
Branson, MO                                      277,883              100
Williamsburg, IA                                 277,230               99
Lincoln City, OR (3)                             270,280               95
Tuscola, IL (3)                                  256,514               78
Lancaster, PA                                    255,152               98
Locust Grove, GA                                 247,454               98
Gonzales, LA                                     245,199               98
Tilton, NH (3)                                   227,998               97
Fort Meyers, FL                                  198,924               93
Commerce I, GA                                   185,750               79
Terrell, TX                                      177,490               97
Seymour, IN                                      141,051               82
North Branch, MN                                 134,480              100
West Branch, MI                                  112,420               98
Barstow, CA                                      108,950              100
Blowing Rock, NC                                 105,332              100
Pigeon Forge, TN (1)                              94,694               96
Nags Head, NC                                     82,178              100
Boaz, AL                                          79,575               95
Kittery I, ME                                     59,694              100
Kittery II, ME                                    24,619              100
------------------------------------------- ------------- ----- ----------
                                               8,739,367               96
=========================================== ============= ===== ==========

(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 $35.1 million of
construction loan debt as of December 31, 2004.
(3) Represents  properties that are currently held through a consolidated  joint
venture in which we own a one-third interest.

                                       11
<PAGE>


The table set forth below summarizes certain information related to GLA and debt
with  respect to our  existing  centers in which we  consolidate  for  financial
reporting purposes as of December 31, 2004.

                                        Mortgage
                                          Debt
                                       (000's) as
                                          of
                                GLA    December 31,     Interest       Maturity
Location                      (sq.ft.)    2004           Rate            Date
-------------------------------------- --------------- ---------- --------------
Lancaster, PA                 255,152         $13,807     9.770%      4/10/2005

Commerce I, GA                185,750           7,291     9.125%      9/10/2005

Williamsburg, IA              277,230
San Marcos I, TX              221,049
West Branch, MI               112,420
Kittery I, ME                  59,694
-------------------------------------- --------------- ---------- --------------
                              670,393          60,408     7.875%      4/01/2009

San Marcos II, TX             221,437          18,433     7.980%      4/01/2009

Blowing Rock, NC              105,332           9,366     8.860%      9/01/2010

Nags Head, NC                  82,178           6,356     8.860%      9/01/2010

Rehoboth  Beach, DE           568,873
Foley, AL                     535,675
Myrtle Beach Hwy 501, SC      427,388
Hilton Head, SC               393,094
Park City, UT                 300,602
Westbrook, CT                 291,051
Lincoln City, OR              270,280
Tuscola, IL                   256,514
Tilton, NH                    227,998
-------------------------------------- --------------- ---------- --------------
                            3,271,475         183,335     6.590%      7/10/2008
Debt premium                                   9,346
-------------------------------------- --------------- ---------- --------------
              Totals        4,791,717       $308,342
====================================== =============== ========== ==============

                                       12
<PAGE>

Lease Expirations

The  following  table  sets  forth,  as of  February  1, 2005,  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>

                                                                                                 % of Gross
                                                                                                 Annualized
                                                                Average                           Base Rent
                              No. of          Approx.          Annualized                        Represented
                              Leases            GLA            Base Rent        Annualized       by Expiring
         Year               Expiring(1)      (sq. ft.) (1)     per sq. ft.     Base Rent(2)         Leases
------------------------ ----------------- ----------------- -------------- ------------------ ----------------
<S>      <C>                    <C>          <C>       <C>     <C>             <C>                   <C>
         2005                   268           1,119,000 (3)    $ 14.17         $15,858,000           13
         2006                   402           1,665,000          15.22          25,348,000           21
         2007                   358           1,539,000          15.16          23,333,000           19
         2008                   275           1,212,000          16.26          19,713,000           16
         2009                   271           1,177,000          15.24          17,938,000           15
         2010                   129             540,000          16.97           9,161,000            8
         2011                    34             248,000          14.03           3,479,000            3
         2012                    27             217,000          12.50           2,712,000            2
         2013                    16              82,000          18.66           1,530,000            1
         2014                    13              57,000          15.77             899,000            1
   2015 & thereafter             19              94,000          13.57           1,276,000            1
------------------------ ----------- ----------------------- ---------- ------------------- -------------------
         Total                1,812           7,950,000        $ 15.25       $ 121,247,000          100
======================== =========== ======================= ========== =================== ===================
</TABLE>

(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  789,000 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, 2005,  approximately  689,000 square feet of the 1,891,000
square feet scheduled to expire in 2005 had already renewed.

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>

                                                                 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>              <C>
     2004                1,790,000             20              1,571,000           88             94,000           5
     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

</TABLE>


                                       13
<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>


                           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       Increase
 --------   -------------    -----------     ---------    ------------   -----------    -----------     ---------    ------------
<S> <C>        <C>              <C>             <C>              <C>        <C>            <C>             <C>          <C>
    2004       1,571,000        $13.63          $14.40           6          427,000        $16.43          $17.27       5
    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
</TABLE>

(1)  The square footage  released to new tenants  for2004,  2003, 2002, 2001 and
     2000  contains  94,000,  49,000,  56,000,  55,000 and 68,000  square  feet,
     respectively,  that was  released  to new  tenants  upon  expiration  of an
     existing lease during the current year.

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
        ------------------------------ --------------------------
                    2004                           7.3
                    2003                           7.4
                    2002                           7.2
                    2001                           7.1
                    2000                           7.4


                                       14
<PAGE>
Tenants

The following table sets forth certain information with respect to our ten
largest tenants and their store concepts as of February 1, 2005 for our existing
centers, excluding centers we manage but in which we have no ownership
interests.
<TABLE>

                                                                        Number         GLA            % of Total
Tenant                                                                of Stores     (sq. ft.)            GLA
-------------------------------------------------------------------- ------------- ------------- ---------------------
The Gap, Inc.:
<S>                                                                       <C>         <C>               <C>
     GAP                                                                  26          233,890           2.7
     Old Navy                                                             16          231,801           2.7
     Banana Republic                                                      14          112,092           1.3
     Baby Gap                                                              1            3,885           ---
     Gap Kids                                                              1            3,142           ---
                                                                     -------- ---------------- -----------------------
                                                                          58          584,810           6.7
Phillips-Van Heusen Corporation:
     Bass Shoe                                                            29          191,873           2.2
     Van Heusen                                                           28          121,247           1.4
     Geoffrey Beene Co. Store                                             16           61,140           0.7
     Calvin Klein, Inc.                                                    8           44,692           0.5
     Izod                                                                 14           36,180           0.4
                                                                     -------- ---------------- -----------------------
                                                                          95          455,132           5.2
Liz Claiborne:
     Liz Claiborne                                                        28          316,014           3.6
     Liz Claiborne Women                                                   7           24,284           0.3
     Dana Buchman                                                          3            6,975           0.1
     Ellen Tracy                                                           2            6,656           0.1
     DKNY Jeans                                                            3            5,820           0.1
     Special Brands By Liz Claiborne                                       1            3,780           ---
     Claiborne Mens                                                        1            3,100           ---
                                                                     -------- ---------------- -----------------------
                                                                          45          366,629           4.2
VF Factory Outlet:
     VF Factory Outlet, Inc                                                7          184,122           2.1
     Nautica Factory Stores                                               22           97,686           1.1
     Vans                                                                  4            9,415           0.1
     Nautica Kids                                                          2            5,841           0.1
                                                                     -------- ---------------- -----------------------
                                                                          35          297,064           3.4
Reebok International, Ltd.:
     Reebok                                                               26          224,852           2.6
     Rockport                                                              4           11,900           0.1
     Greg Norman                                                           1            3,000           ---
                                                                     -------- ---------------- -----------------------
                                                                          31          239,752           2.7

Dress Barn Inc.                                                           30          220,119           2.5

Retail Brand Alliance, Inc.:
     Casual Corner                                                        16          119,197           1.4
     Brooks Brothers                                                      11           66,840           0.8
     Petite Sophisticate                                                   4           11,488           0.1
     Casual Corner Woman                                                   4           10,500           0.1
     Adrienne Vitadini                                                     2            9,494           0.1
                                                                     -------- ---------------- -----------------------
                                                                          37          217,519           2.5

Polo Ralph Lauren:
     Polo Ralph Lauren                                                    21          183,569           2.1
     Polo Jeans Outlet                                                     3           11,500           0.1
                                                                     -------- ---------------- -----------------------
                                                                          24          195,069           2.2
Jones Retail Corporation:
     Jones NY                                                             17           58,511           0.7
     Nine West                                                            21           53,477           0.6
     Easy Spirit                                                          14           39,896           0.5
     Kasper                                                               11           28,238           0.3
     Anne Klein                                                            2            4,855           0.1
                                                                     -------- ---------------- -----------------------
                                                                          65          184,977           2.2
Brown Group Retail, Inc:
     Factory Brand Shoe                                                   23          133,824           1.5
     Naturalizer                                                          15           39,856           0.5
                                                                     -------- ---------------- -----------------------
                                                                          38          173,680           2.0

-------------------------------------------------------------------- -------- ---------------- -----------------------
Total of all tenants listed in table                                     458        2,934,751           33.6
==================================================================== ======== ================ =======================
</TABLE>


                                       15
<PAGE>
Significant Properties

The centers in  Riverhead,  New York and Rehoboth  Beach,  Delaware are our only
centers that comprise more than 10% of our consolidated total gross revenues for
the  year  ended  December  31,  2004  (Riverhead)  or  more  than  10%  of  our
consolidated  total  assets  as of  December  31,  2004  (Rehoboth  Beach).  The
Riverhead center  represented 13% of our consolidated gross revenue for the year
ended December 31, 2004. The Riverhead center was originally constructed in 1994
and now totals 729,238 square feet. The Rehoboth Beach center  represents 12% of
our consolidated total assets as of December 31, 2004. The Rehoboth Beach center
was  acquired  in  December  2003 as a part of the COROC  portfolio  and  totals
568,873 square feet.

Tenants at the Riverhead center principally conduct retail sales operations. The
occupancy  rate as of the end of 2004,  2003 and  2002 was 99%,  100% and  100%,
respectively.  Average  annualized  base rental rates during 2004, 2003 and 2002
were $21.39, $20.90 and $19.71 per weighted average GLA, respectively.

Tenants at the  Rehoboth  Beach  center also  principally  conduct  retail sales
operations. The occupancy rate as of the end of 2004 was 99%. Average annualized
base rental rates during 2004 were $19.56 per weighted average GLA.

Depreciation  on the centers is recognized on a  straight-line  basis over 33.33
years,  resulting in a  depreciation  rate of 3% per year. At December 31, 2004,
the net  federal  tax basis of the  Riverhead  and  Rehoboth  Beach  centers was
approximately $76.1 and $109.1million,  respectively. Real estate taxes assessed
on Riverhead  during 2004 amounted to $3.8  million.  Real estate taxes for 2005
are estimated to be  approximately  $3.9 million.  Real Estate taxes assessed on
Rehoboth Beach during 2004 amounted to approximately $185,000. Real estate taxes
for 2005 are estimated to be approximately $195,000.

The  following  table  sets  forth,  as of  February  1, 2005,  scheduled  lease
expirations at the Riverhead and Rehoboth Beach centers  combined  assuming that
none of the tenants exercise renewal options:
<TABLE>

                                                                                                          % of Gross
                                                                                                          Annualized
                                                                                                          Base Rent
                                No. of                              Annualized                           Represented
                               Leases              GLA               Base Rent        Annualized         by Expiring
Year                          Expiring (1)     (sq. ft.) (1)        per sq. ft.        Base Rent (2)        Leases
------------------------------------------- ----------------- ------------------ -------------------- ----------------
<C>                              <C>              <C>                <C>            <C>                         <C>
2005                             32               131,000            $ 17.23        $  2,257,000                9
2006                             38               141,000              19.72           2,780,000               11
2007                             65               245,000              21.36           5,233,000               21
2008                             53               246,000              19.62           4,826,000               20
2009                             40               193,000              18.75           3,619,000               15
2010                             29               143,000              19.96           2,854,000               12
2011                              6                48,000              17.33             832,000                3
2012                              6                38,000              12.32             468,000                2
2013                              4                39,000              19.69             768,000                3
2014                              5                20,000              20.35             407,000                2
2015 and thereafter               4                21,000              19.29             405,000                2
-------------------------- --------- --------------------- ------------------ ------------------- --------------------
Total                           282             1,265,000            $ 19.33        $ 24,449,000              100
========================== ========= ===================== ================== =================== ====================
</TABLE>
(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 34,000 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.

                                       16
<PAGE>
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, 2004.



                        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:

<TABLE>

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

<S>                                <C>
Stanley K. Tanger..............    81   Founder, Chairman of the Board of Directors and
                                          Chief Executive Officer
Steven B. Tanger...............    56   Director, President and Chief Operating Officer
Frank C. Marchisello, Jr.......    46   Executive Vice President - Chief Financial Officer
Rochelle G. Simpson ...........    65   Secretary and Executive Vice President -
                                           Administration and Finance
Willard A. Chafin, Jr..........    67   Executive Vice President - Leasing, Site Selection,
                                           Operations and Marketing
Joseph H. Nehmen...............    56   Senior Vice President - Operations
Carrie A. Warren...............    42   Senior Vice President - Marketing
Kevin M. Dillon................    46   Senior Vice President - Construction and
                                           Development
Lisa J. Morrison...............    45   Senior Vice President - Leasing
Virginia R. Summerell..........    46   Treasurer and Assistant Secretary
James F. Williams..............    40   Vice President - Controller
</TABLE>


     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.

                                       17
<PAGE>

     Frank  C.  Marchisello,  Jr.  Mr.  Marchisello  was  named  Executive  Vice
President  and Chief  Financial  Officer in April 2003.  Previously he was named
Senior Vice  President and Chief  Financial  Officer in January 1999 after being
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.

     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.

     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.

     Joseph H. Nehmen.  Mr. Nehmen was named Senior Vice  President - 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.

     Kevin M. Dillon.  Mr. Dillon was named Senior Vice President - Construction
and  Development  in August  2004.  Previously,  he held the  positions  of Vice
President -  Construction  and  Development  from May 2002 to August 2004,  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 Senior Vice President - Leasing in
August 2004. Previously, she held the positions of Vice President - Leasing from
May 2001 to August 2004, 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.

                                       18
<PAGE>

     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.

     James F. Williams.  Mr. Williams was named Vice President and Controller in
April 2004. Mr.  Williams joined the Company in September 20, 1993, was promoted
to Controller in January 1995 and was named  Assistant Vice President in January
1997.  Prior to joining the Company Mr.  Williams  was the  Financial  Reporting
Manager of  Guilford  Mills,  Inc.  from April  1991 to  September  1993 and was
employed  by  Arthur  Andersen  for 5 years  from  1987 to  1991.  Mr.  Williams
graduated  from the University of North Carolina at Chapel Hill in December 1986
and is a certified public accountant.

                                       19
<PAGE>


PART II

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

(a)  There is no established public trading market for our Units. As of December
     31, 2004, the Company's  wholly-owned  subsidiaries  owned 13,721,508 Units
     and TFLP owned 3,033,305 Units as a limited partner.  We made distributions
     per partnership unit during 2004 and 2003 as follows:

                                          2004               2003
  ------------------------------ --------------- ------------------
  First Quarter                       $   .615            $ .6125
  Second Quarter                          .625              .6150
  Third Quarter                           .625              .6150
  Fourth Quarter                          .625              .6150
  ------------------------------ ---------------- ------------------
                                       $ 2.490           $ 2.4575
  ------------------------------ ---------------- ------------------


    Certain of our debt agreements limit the payment of distributions such that
    distributions shall not exceed funds from operations ("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 FFO, we intend to continue to pay regular quarterly distributions.


(b)  Not applicable.


(c)  During 1998, our Company's Board of Directors  authorized the repurchase of
     up to $6  million  of our  common  shares.  The  timing  and  amount of the
     repurchases  is at the  discretion  of  management.  We have  not  made any
     repurchases  since 1999 and the amount  authorized  for future  repurchases
     remaining at December 31, 2004 totaled $4.8 million.  Any amounts  required
     to repurchase  the Company's  common shares will be funded by the Operating
     Partnership by redeeming one unit for every two common shares repurchased.

                                       20
<PAGE>

Item 6.  Selected Financial Data
<TABLE>

                                                       2004           2003            2002             2001            2000
------------------------------------------------- ------------- -------------- ----------------- -------------- ----------------
                                                                 (In thousands, except per unit and center data)
OPERATING DATA
<S>                                               <C>              <C>               <C>             <C>          <C>
  Total revenues                                  $   194,553      $   118,059       $   106,488     $   101,093  $    98,570
  Operating income                                     70,528           41,309            36,645          34,817       34,613
  Income from continuing operations                     9,309           14,701             8,577           4,368        7,048
  Net income                                            8,626           16,399            14,280           9,154        5,268

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

UNIT DATA
  Basic:
     Income from continuing operations            $       .56      $      1.06       $       .60     $       .24  $       .48
     Net income                                   $       .52      $      1.19       $      1.11     $       .67  $       .32
     Weighted average common units                     16,555           13,085            11,356          10,959       10,928
  Diluted:
     Income from continuing operations            $       .56      $      1.04       $       .59     $       .24  $       .48
     Net income                                   $       .52      $      1.17       $      1.08     $       .67  $       .31
     Weighted average common units                     16,650           13,300            11,539          10,979       10,953
  Distributions paid                              $      2.49      $      2.46       $      2.45     $      2.44  $      2.43

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

BALANCE SHEET DATA
  Real estate assets, before depreciation          $1,077,393       $1,078,553       $   622,399     $   599,266  $   584,928
  Total assets                                        936,105          986,815           477,380         476,079      487,273
  Debt                                                488,007          540,319           345,005         358,195      346,843
  Total partners' equity                              196,754          206,600           114,265          97,877      117,974

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

OTHER DATA
  Cash flows provided by (used in):
     Operating activities                         $    84,774      $    46,593       $    39,695      $   44,616   $   38,420
     Investing activities                         $     2,607       $ (327,068)      $   (26,883)     $  (23,269)  $  (25,815)
     Financing activities                         $   (93,156)     $   289,271       $   (12,247)     $  (21,476)  $  (12,474)

  Gross Leasable Area Open:
     Wholly-owned                                       5,066            5,299             5,469           5,332        5,179
     Partially-owned (consolidated)                     3,271            3,273               ---             ---          ---
     Partially-owned (unconsolidated)                     402              324               260             ---          ---
     Managed                                              105              434               457             105          105
------------------------------------------------- ---------------- ----------------- --------------- ------------ --------------
  Total GLA open at end of period                       8,844            9,330             6,186           5,437        5,284
  Number of centers:
     Wholly-owned                                          23               26                28              29           29
     Partially-owned (consolidated)                         9                9               ---             ---          ---
     Partially-owned (unconsolidated)                       1                1                 1             ---          ---
     Managed                                                3                4                 5               3            3
------------------------------------------------- ---------------- ----------------- --------------- ------------ --------------
Total outlet centers in operation                          36               40                34              32           32
</TABLE>

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 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. COROC is consolidated for financial reporting purposes under the provisions
of FASB  Interpretation  No.  46  (Revised  2003):  "Consolidation  of  Variable
Interest Entities: An Interpretation of ARB No. 51 ("FIN 46R").

                                       21
<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, 2004 and 2003, as
well as December 31, 2003 and 2002. Certain  comparisons between the periods are
made on a percentage  basis as well as on a weighted average gross leasable area
("GLA") basis, a technique  which adjusts for certain  increases or decreases in
the number of centers and corresponding  square feet related to the development,
acquisition,  expansion or disposition of rental properties.  The computation of
weighted  average GLA,  however,  does not adjust for  fluctuations in occupancy
that may occur subsequent to the original opening date.

Cautionary Statements

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

o    national and local general economic and market conditions;

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

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

o    competition;

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

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

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

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

                                       22
<PAGE>

o    risks that we incur a material,  uninsurable loss of our capital investment
     and anticipated profits from one of our properties, such as those resulting
     from wars, earthquakes or hurricanes;

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

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

o    business disruptions;

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. COROC is
consolidated  for  financial  reporting  purposes  under the  provisions of FASB
Interpretation  No. 46  (Revised  2003):  "Consolidation  of  Variable  Interest
Entities: An Interpretation of ARB No. 51 ("FIN 46R").

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 funded the majority of our equity in the
joint venture with proceeds  from the Company's  issuance of 4.6 million  common
shares in  December  2003 at $20.25  per share  which  were  contributed  to the
Operating Partnership in exchange for 2.3 million limited partnership units. The
successful equity financing allows us to maintain a strong balance sheet and our
current financial flexibility.

At  December   31,  2004,   we  had   ownership   interests  in  or   management
responsibilities for 36 centers in 23 states totaling 8.8 million square feet of
operating  GLA compared to 40 centers in 23 states  totaling 9.3 million  square
feet of  operating  GLA as of  December  31,  2003.  The  decrease is due to the
following events:


<TABLE>


                                                        No. of        GLA
                                                       Centers       (000's)    States
------------------------------------------------------------------ ---------- --------
<S>            <C> <C>                                    <C>         <C>         <C>
As of December 31, 2003                                   40         9,330       23
------------------------------------------------------------------ ---------- --------
   New development expansion:
       Myrtle Beach Hwy 17, South Carolina -
         (unconsolidated joint venture)                   ---           78       ---
   Dispositions:
       North Conway, New Hampshire (wholly-owned)         (2)          (62)      ---
       Dalton, Georgia (wholly-owned)                     (1)         (173)      ---
       Vero Beach, Florida (managed)                      (1)         (329)      ---
------------------------------------------------------------------ ---------- --------
As of December 31, 2004                                   36         8,844       23
------------------------------------------------------------------ ---------- --------
</TABLE>

                                       23
<PAGE>
Results of Operations

A summary of the operating  results for the years ended December 31, 2004,  2003
and 2002 is presented in the following table, expressed in amounts calculated on
a weighted average GLA basis.
<TABLE>

                                                                   2004           2003            2002
--------------------------------------------------------- -------------- -------------- ---------------
GLA open at end of period (000's)
<S>                                                               <C>            <C>             <C>
     Wholly owned                                                 5,066          5,299           5,469
     Partially owned consolidated (1)                             3,271          3,273             ---
     Partially owned unconsolidated (2)                             402            324             260
     Managed                                                        105            434             457
--------------------------------------------------------- -------------- -------------- ---------------
Total GLA at end of period (000's)                                8,844          9,330           6,186
Weighted average GLA (000's) (1) (3)                              8,338          5,158           4,776
Occupancy percentage at end of period (4)                           97%            96%             98%
Per square foot data for wholly owned and partially owned (consolidated) properties
--------------------------------------------------------------------------------------------------------
Revenues
   Base rentals                                                 $ 15.58        $ 15.18          $14.89
   Percentage rentals                                               .64            .62             .74
   Expense reimbursements                                          6.30           6.41            6.00
   Other income                                                     .81            .68             .67
--------------------------------------------------------- -------------- -------------- ---------------
     Total revenues                                               23.33          22.89           22.30
--------------------------------------------------------- -------------- -------------- ---------------
Expenses
   Property operating                                              7.17           7.56            7.03
   General and administrative                                      1.54           1.85            1.93
   Depreciation and amortization                                   6.17           5.47            5.66
--------------------------------------------------------- -------------- -------------- ---------------
     Total expenses                                               14.88          14.88           14.62
--------------------------------------------------------- -------------- -------------- ---------------
Operating income                                                   8.45           8.01            7.68
   Interest expense                                                4.21           5.14            5.96
--------------------------------------------------------- -------------- -------------- ---------------
Income before equity in earnings of
unconsolidated joint  ventures, minority interest
and  discontinued                                                $ 4.24         $ 2.87          $ 1.72
--------------------------------------------------------- -------------- -------------- ---------------
</TABLE>

(1)  Includes  nine  centers  totaling  3,271,475  square feet of which we own a
     one-third interest through a joint venture  arrangement but consolidate for
     financial reporting purposes under FIN 46R.
(2)  Includes  one center  totaling  401,992  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.

                                       24
<PAGE>
2004 Compared to 2003

Base rentals  increased $51.6 million,  or 66%, in the 2004 period when compared
to the same period in 2003.  The increase is primarily  due to the December 2003
acquisition of the COROC portfolio of nine outlet center  properties.  Base rent
per  weighted  average  GLA  increased  by $.40 per square  foot from $15.18 per
square foot in the 2003 period to $15.58 per square foot in the 2004 period. The
increase is primarily the result of the COROC portfolio  acquisition which had a
higher  average  base  rent per  square  foot  compared  to the  pre-acquisition
portfolio average. In addition,  the overall portfolio occupancy at December 31,
2004 increased 1% from 96% to 97% compared to December 31, 2003. Also, base rent
is  impacted  by the  amortization  of  above/below  market  rate  lease  values
associated  with the required  purchase  price  allocation  associated  with the
acquisition  of the COROC  portfolio.  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.  For the 2004 period we
recorded  $1.1 million of rental  income for net  amortization  of market leases
compared  to  $37,000  for the 2003  period  of 13 days  that we owned the COROC
portfolio. 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  above/below  market  lease value will be written off and
could materially impact our net income positively or negatively.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume  above  predetermined  levels (the  "breakpoint"),  increased  $2.2
million or 68%, and on a weighted  average GLA basis,  increased $.02 per square
foot in 2004 compared to 2003 from $.62 per square foot to $.64 per square foot.
Reported  same-space  sales per square foot for the twelve months ended December
31, 2004 were $310 per square  foot, a 3.2%  increase  over the prior year ended
December 31, 2003. 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.

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,  were
88% and 85% in the 2004 and 2003  periods,  respectively.  The  increase in this
percentage is due to higher reimbursement rates at the COROC portfolio.

Other income increased $3.2 million,  or 92%, in 2004 compared to 2003 primarily
due to an increase in gains on sales of  outparcels  of land of $1.5  million in
2004. Also, there were increases in vending and other  miscellaneous  income and
an increase in fees from managed properties.

Property  operating  expenses  increased by $20.8  million,  or 53%, in the 2004
period as compared to the 2003 period however,  on a weighted average GLA basis,
these expenses  decreased  $.39 per square foot from $7.56 to $7.17.  The dollar
increase is the result of the additional  operating costs of the COROC portfolio
in the 2004  period.  The  decrease  on a weighted  average  GLA basis is due to
expenses  at  the  COROC   portfolio  per  square  foot  being  lower  than  the
pre-acquisition portfolio average.

General and administrative  expenses increased $3.3 million, or 34%, in the 2004
period as compared to the 2003  period.  The  increase is  primarily  due to the
additional  employees  hired  as a  result  of  the  acquisition  of  the  COROC
portfolio.   However,   as  a  percentage   of  total   revenues,   general  and
administrative  expenses  decreased from 8% in the 2003 period to 7% in the 2004
period and, on a weighted  average  GLA basis,  decreased  from $1.85 per square
foot in the 2003 period to $1.54 per square foot in the 2004 period.

Interest  expense  increased  $8.6  million,  or 33%,  during the 2004 period as
compared to the 2003 period due primarily to the assumption of $186.4 million of
cross-collateralized  debt  in  the  fourth  quarter  of  2003  related  to  the
acquisition of the COROC portfolio. The increase was offset by the retirement of
$47.5  million of bonds,  which  matured in October 2004 at an interest  rate of
7.875%,  with  proceeds  from our  property  and land  parcel  sales and amounts
available under our unsecured lines of credit.

                                       25
<PAGE>
Depreciation and amortization  per weighted average GLA increased from $5.47 per
square foot in the 2003 period to $6.17 per square foot in the 2004  period.  In
the  acquisition of the COROC  portfolio in December  2003,  accounted for under
SFAS 141 "Business Combinations" ("FAS 141"), significant amounts were allocated
to deferred  lease costs and other  intangible  assets which are amortized  over
shorter lives than building costs.

Equity in earnings from unconsolidated  joint ventures increased $223,000 in the
2004 period compared to the 2003 period due to the expansions during the summers
of 2003 and 2004 at TWMB Associates, LLC ("TWMB") outlet center in Myrtle Beach,
South Carolina of approximately 64,000 and 78,000 square feet respectively.  The
total square footage of the center is now approximately 402,000 square feet.

Discontinued  operations resulted in a loss of approximately $683,000 due mainly
to the  loss on sale of the  Dalton,  Georgia  property  in the 2004  period  of
approximately  $3.5 million.  This loss was partially offset by the gain on sale
of the  Clover and LL Bean,  New  Hampshire  properties  of  approximately  $2.1
million in the 2004 period. Also, included in the 2003 period is the sale of the
Martinsburg, West Virginia center and Casa Grande, Arizona center which resulted
in a net gain of approximately $147,000.

2003 Compared to 2002

Base rentals increased $7.2 million, or 10%, 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 $.29 per square foot from $14.89 per square foot in the
2002  period to $15.18 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 $347,000
or 10%, and on a weighted  average GLA basis,  decreased $.12 per square foot in
2003  compared  to 2002  from  $.74 per  square  foot to $.62 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
remained constant at 85% in 2003 and 2002.

Other income increased  $297,000,  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 16%, in the 2003
period as compared  to the 2002  period  and,  on a weighted  average GLA basis,
increased  $.53 per square foot from $7.03 to $7.56.  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.

                                       26
<PAGE>
General  and  administrative  expenses  increased  $340,000,  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% and 9%  respectively  in the 2003 and 2002
periods  and, on a weighted  average GLA basis,  decreased  $.08 per square foot
from $1.93 per square  foot in the 2002  period to $1.85 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 issuance of 1,781,080
of the  Company's  common  shares from the  exercise  of 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.

Depreciation  and amortization per weighted average GLA decreased from $5.66 per
square  foot in the 2002  period to $5.47 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's  outlet  center in
Myrtle Beach,  South Carolina being open for a full year in 2003 compared to six
months in 2002,  and an expansion of 64,000  square feet that occurred in May of
2003.

Discontinued  operations  resulted in a gain of  approximately  $1.7 million due
mainly to a number  of  centers  with  positive  operating  income  included  in
discontinued  operations for the period.  The 2002 period included gains of $1.7
million  from the sales of our centers in Fort  Lauderdale,  Florida and Bourne,
Massachusetts  and  $561,000 in gains from the sales of leased  land  outparcels
which had  identifiable  cash  flows  associated  with  them and were  therefore
accounted for under the provisions of SFAS 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("FAS 144").

Liquidity and Capital Resources

Net cash provided by operating activities was $84.8, $46.6 and $39.7 million for
the years ended December 31, 2004, 2003 and 2002, respectively.  The increase in
cash provided from  operating  activities  from 2003 to 2004 is primarily due to
the incremental income from the COROC acquisition in December 2003. The increase
from  2002  to 2003 is 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.

Net cash provided by (used in) investing  activities  amounted to $2.6, ($327.1)
and ($26.9) million during 2004, 2003 and 2002,  respectively,  and reflects the
acquisitions, expansions and dispositions of real estate during each year.

Net cash  provided  by (used in)  financing  activities  of  ($93.2)  $289.3 and
($12.2)   million  in  2004,  2003  and  2002,   respectively,   has  fluctuated
consistently  with the  capital  needed  to fund  the  current  development  and
acquisition  activity and reflects  increases in distributions paid during 2004,
2003 and 2002. In addition,  2004 reflects $22.6 million of distributions to our
partner in the COROC joint venture which was created in December 2003. Also, the
increase in cash  provided by financing  activities  in 2003 is due primarily to
the  contribution  by Blackstone  related to the COROC  acquisition  and the net
proceeds from the issuance of the Company's common shares which were contributed
to the Operating Partnership in exchange for limited partnership units. In 2003,
4.6 million common shares were  contributed  versus 2.0 million common shares in
2002. Also, approximately 1.5 million more share and unit options were exercised
in 2003 versus 2002.

                                       27
<PAGE>
Dispositions and Current Developments

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.

DISPOSITIONS

In June and September 2004, we completed the sale of properties located in North
Conway, New Hampshire and Dalton, Georgia,  respectively.  Net proceeds received
from the sale of these properties were approximately  $17.5 million. We recorded
a loss on sale of real estate of approximately  $1.5 million,  which is included
in discontinued operations for the year ended December 31, 2004.

Throughout  2004, we sold five  outparcels of land at various  properties in our
portfolio.  These sales  totaled  $2.9  million in net  proceeds.  Gains of $1.5
million were recorded in other income for the year ended December 31, 2004.

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 for the year ended December 31, 2003.

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  for the  year  ended
December 31, 2002.

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 for the year  ended
December 31, 2004.

CURRENT DEVELOPMENTS

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 2007.

We have an option to  purchase  land and have  begun the early  development  and
leasing of a site located near Charleston,  South Carolina.  We currently expect
the center to be approximately 350,000 square feet upon total build out with the
initial phase scheduled to open in 2006.

We have begun the early development and leasing of a site located near Wisconsin
Dells,  Wisconsin.  We currently expect the center to be  approximately  250,000
square  feet upon total build out with the initial  phase  scheduled  to open in
2006.

                                       28
<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 FIN 46R,  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. The premium was $9.4 million at December 31, 2004. We
funded the  majority  of our share of the equity  required  for the  transaction
through the issuance of 4.6 million of the  Company's  common shares on December
10, 2003,  generating  approximately  $88.0  million in net proceeds  which were
contributed  to the Operating  Partnership  in exchange for 2.3 million  limited
partnership  units.  The results of the Charter Oak portfolio have been included
in the consolidated financial statements since December 19, 2003. We believe the
Charter Oak  acquisition  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 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  provide  operating,  management,  leasing  and  marketing  services  to  the
properties  and earn an annual  management  and  leasing  fee equal to $1.00 per
square foot of gross leasable area. We 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  has 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 receives a preferred cash
distribution of 10% on their invested capital.  We then receive a preferred cash
distribution  of 10% on our  invested  capital.  Any  remaining  cash flows from
ongoing operations are 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.  We will  then  receive  any  unpaid
preferred  cash  distribution.  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  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.

                                       29
<PAGE>
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 toward the second phase which contains 22 additional
brand name outlet tenants.

During 2004, we completed a 78,000 square foot third phase. The third phase cost
approximately  $9.7  million.  The Company and  Rosen-Warren  each made  capital
contributions  during the fourth  quarter of 2003 of $1.7  million for the third
phase. TWMB's Myrtle Beach center now totals 402,000 square feet.

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 Wachovia  Corporation due in September 2005. As of December 31, 2004
the  construction  loan had a balance of $35.1 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 received a floating  interest rate based on the 30 day LIBOR index and paid
a fixed  interest rate of 2.49%.  This swap  effectively  changed 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%.  The  construction  loan  incurred  by this
unconsolidated  joint venture is collateralized by its property as well as joint
and several guarantees by Rosen-Warren and the Company.

TWMB has a commitment  letter from Bank of America for permanent  financing with
the center serving as collateral.  The loan is expected to be $36.8 million with
a variable  interest  rate of LIBOR plus 1.40%.  The term is for five years with
interest  payments only and may be extended for an additional  two years.  There
are no guarantees  associated with the loan. We expect to close on the permanent
financing during the first half of 2005.

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 partner enacts
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 our
partner'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, South Carolina 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 Bank of America  due in October  2005 and a purchase
money  mortgage  note with the seller in the amount of $7  million.  Deer Park's
Bank of America 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.

                                       30
<PAGE>
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
consisted  of the sale of the  property  to Deer Park for $29  million  which is
being leased back to the seller under an operating lease agreement.  In November
2004, the tenant gave notice (within the terms of the lease) that they intend to
vacate the  facility  in May 2005,  thus  ending the  existing  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.

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  1,418,156 of the Company's  common shares and the Company
redeemed the remaining 14,889  Depositary Shares for $25 per share, plus accrued
and unpaid dividends. The Operating Partnership funded the redemption,  totaling
approximately $372,000, from cash flows from operations.

Financing Arrangements

During 2004 we retired $47.5 million,  7.875%  unsecured  notes which matured on
October 24,  2004 with  proceeds  from our  property  and land parcel  sales and
amounts  available  under our  unsecured  lines of credit.  We also obtained the
release of two  properties  which had been  securing  $53.5  million in mortgage
loans with Wells Fargo Bank,  thus  creating an unsecured  note with Wells Fargo
Bank for the same face amount.

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. The premium had a value of $9.3 million as of December 31, 2004.

The Dalton,  Georgia  property as mentioned  above in  "Dispositions"  served as
collateral in a  cross-collateralized  mortgage with John Hancock Life Insurance
Company  ("John  Hancock")  along  with  several  other  properties.   Upon  its
disposition,  the Dalton property was released as collateral and replaced with a
$6.4 million  standby letter of credit issued by Bank of America.  The letter of
credit  includes an issuance fee of 1.25%  annually.  The required amount of the
letter of credit  decreases  ratably over the remaining term of the John Hancock
mortgage  which  matures  in April  2009.  Throughout  the term of the letter of
credit,  its required amount serves as a reduction in the amount available under
our unsecured $50 million line of credit with Bank of America.

During 2004, we obtained an additional $25 million unsecured line of credit from
Citicorp  North  America,  Inc., a subsidiary of  Citigroup;  bringing the total
committed unsecured lines of credit to $125 million.  In addition,  we completed
the  extension of the maturity  dates on all of our lines of credit with Bank of
America,  Wachovia  Corporation,  Wells Fargo Bank and  Citigroup  until June of
2007.  Amounts  available  under these  facilities  at December 31, 2004 totaled
$92.5 million.  Interest is payable based on alternative  interest rate bases at
our option.

                                       31
<PAGE>

During 2005,  we have two secured loans  maturing  with New York Life  Insurance
Company  totaling  approximately  $21.1 million and carrying an average interest
rate of 9.5%.  We expect to repay these loans with amounts  available  under our
unsecured lines of credit.

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 shareholders' best interests.  Prior to the 2002, 2003 and 2004 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, we completed a public offering of
2.0  million  common  shares at a price of  $14.625  per  share,  receiving  net
proceeds of approximately $28.0 million, which were contributed to the Operating
Partnership in exchange for 1.0 million 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,  we completed a public
offering of 4.6 million common shares at a price of $20.25 per share,  receiving
net proceeds of  approximately  $88.0  million,  which were  contributed  to the
Operating Partnership in exchange for 2.3 million 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  690,000  common shares at the
offering  price of $20.25 per share.  We 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. 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 the sale of outparcels on existing properties.

At December  31,  2004,  approximately  37% of our  outstanding  long-term  debt
represented  unsecured  borrowings and approximately 42% 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, 2004 and 2003 was 7.5% and 7.6%, respectively.

We maintain  unsecured,  revolving  lines of credit that  provide for  unsecured
borrowings  up to $125 million at December 31, 2004,  an increase of $25 million
in capacity from December 31, 2003. During 2004, we extended the maturity of all
lines of credit to June 30, 2007. 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 2005.

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.

                                       32
<PAGE>
Contractual Obligations and Commercial Commitments

The following table details our contractual obligations over the next five years
and thereafter as of December 31, 2004 (in thousands):
<TABLE>

Contractual Obligations          2005        2006       2007         2008        2009     Thereafter
-----------------------     ---------   ---------  ---------     --------     -------     ----------
<S>                            <C>        <C>        <C>         <C>          <C>           <C>
Debt                           $26,418    $59,215    $32,305     $275,223     $71,441       $14,059
Interest payments (1)           32,764     29,924     28,499       18,263       3,128           925
Operating leases                 3,101      3,050      2,907        2,596       2,242        85,444
--------------------------- ----------- ---------- ----------- ----------- ----------- --------------
                               $62,283    $92,189    $63,711     $296,082     $76,811      $100,428
--------------------------- ----------- ---------- ----------- ----------- ----------- --------------
</TABLE>

(1)  These  amounts  represent  future  interest  payments  related  to our debt
     obligations based on the fixed and variable interest rates specified in the
     associated debt  agreements.  All of our variable rate agreements are based
     on the 30-day  LIBOR  rate.  For  calculating  future  interest  amounts on
     variable interest rate debt, the rate at December 31, 2004 was used.

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 FFO, as defined in the agreements,  for the prior
fiscal  year on an annual  basis or 95% of FFO 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, 2004
(in thousands):


Commercial Commitments                                 2005
----------------------                                 ----
Lines of credit                                    $ 92,435
Unconsolidated joint venture guarantees              55,200
------------------------------------------------------------
                                                  $ 147,635
------------------------------------------------------------



We currently  maintain four unsecured,  revolving  credit  facilities with major
national banking  institutions,  totaling $125 million. As of December 31, 2004,
amounts  outstanding  under these credit facilities  totaled $26.2 million.  All
four credit facilities expire in June 2007.

Off-Balance Sheet Arrangements

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. See "Joint
Ventures" section above for further discussion of off-balance sheet arrangements
and their related guarantees.

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  2004,  2003  and  2002,  we
recognized  approximately  $288,000,  $174,000 and $74,000 in  management  fees,
$212,000,  $214,000 and $259,000 in leasing fees and $28,000, $9,000 and $76,000
in development fees.

Tanger  Family  Limited  Partnership  ("TFLP") is a related  party which holds a
limited  partnership  interest  in and is the  minority  owner of the  Operating
Partnership.  Stanley K. Tanger,  the Company's  Chairman of the Board and Chief
Executive  Officer,  is the sole  general  partner  of TFLP.  The only  material
related party transaction with TFLP is the payment of quarterly distributions of
earnings which were $7.6, $7.5 and $7.4 million for the years ended December 31,
2004, 2003 and 2002, respectively.

                                       33
<PAGE>
Market Risk

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

We negotiate  long-term fixed rate debt instruments and enter into interest rate
swap  agreements  to manage our  exposure to interest  rate  changes.  The swaps
involve the exchange of fixed and variable  interest  rate  payments  based on a
contractual  principal  amount and time  period.  Payments  or  receipts  on the
agreements are recorded as adjustments to interest expense.  During August 2004,
TWMB had an interest rate swap agreement  with a notional  amount of $19 million
that expired naturally.  Under this agreement, TWMB received a floating interest
rate based on the 30 day LIBOR  index and paid a fixed  interest  rate of 2.49%.
This swap effectively changed the payment of interest on $19 million of variable
rate  construction  debt to fixed rate debt for the contract period at a rate of
4.49%. As of December 31, 2004, we had no interest rate swap agreements.

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, 2004 was $508.5
million while the recorded value was $488.0 million, respectively. A 1% increase
from  prevailing  interest rates at December 31, 2004 would result in a decrease
in fair value of total  long-term  debt by  approximately  $13.3  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,  our wholly-owned
subsidiaries,  as  well  as the  Operating  Partnership  and  its  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 46R, 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.

In 2003,  the FASB issued FIN 46R 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 46R were effective for all variable  interests in variable interest entities
in 2004 and  thereafter.  We have evaluated Deer Park and TWMB (Note 5) and have
determined that under the current facts and circumstances we are not required to
consolidate these entities under the provisions of FIN 46R.

                                       34
<PAGE>
Acquisition of Real Estate

In accordance with Statement of Financial Accounting Standards No. 141 "Business
Combinations"   ("FAS  141"),   we  allocate  the  purchase  price  of  material
acquisitions  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

In accordance  with SFAS No. 91  "Accounting  for  Nonrefundable  Fees and Costs
Associated  with  Originating  or  Acquiring  Loans and Initial  Direct Costs of
Leases--an  amendment of FASB  Statements No. 13, 60, and 65 and a rescission of
FASB  Statement No. 17", we capitalize  all  incremental,  direct 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 and interest 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.

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,
2004.

                                       35
<PAGE>
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.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123R (Revised), "Share-Based Payment"
("FAS 123R"). FAS 123R is a revision of FAS No. 123, "Accounting for Stock Based
Compensation", and supersedes APB 25. Among other items, FAS 123R eliminates the
use  of APB 25 and  the  intrinsic  value  method  of  accounting  and  requires
companies to recognize  the cost of employee  services  received in exchange for
awards  of equity  instruments,  based on the  grant  date  fair  value of those
awards, in the financial  statements.  FAS 123R is effective  beginning with the
third  quarter  of 2005.  FAS 123R  should  have no  affect  on our  results  of
operations as we adopted its requirements effective January 1, 2003 as described
above.

                                       36
<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 2005, we have approximately 1,891,000 square feet or 22% of our portfolio
coming up for  renewal.  If we were  unable to  successfully  renew or release a
significant  amount of this space on favorable  economic terms, the loss in rent
could have a material adverse effect on our results of operations.

We renewed  88% of the  1,790,000  square  feet that came up for renewal in 2004
with the existing tenants at an average base rental rate approximately  equal to
the expiring rate. We also  re-tenanted  427,000 square feet during 2004 at a 5%
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
689,000,  or 36%, of the square feet  scheduled to expire in 2005 as of February
1, 2005. 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 6.1% 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, 2004,  occupancy at our portfolio of centers in which we have
an  ownership  interest  increased  1% from 96% to 97%  compared to December 31,
2003.  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.

Sales at our outlet  centers  along the east  coast and the Gulf of Mexico  were
adversely  affected  by the  hurricanes  in  September  2004.  Fortunately,  the
structural  damage  caused  by the  hurricanes  was  minimal  and  our  property
insurance  will  cover  the  vast  majority  of the  repair  work  that is being
completed  as well as lost  revenues  during the days the centers  were  closed.
Customer traffic at these centers,  particularly  our center in Foley,  Alabama,
however  continues  to be down  significantly.  We do not expect  this to have a
material impact on our financial results.

                                       37
<PAGE>

Item 8. Financial Statements and Supplementary Data

The information required by this Item is set forth on the pages indicated in
Item 15(a) below.

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

Not applicable.

Item 9A. Controls and Procedures

(a) Evaluation of disclosure control 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, 2004 (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.

(b)  Management's report on internal control over financial reporting.

     Management's  Report on Internal  Control over Financial  Reporting,  which
     appears on page F-1, is incorporated by reference herein.

(c)  Changes in internal controls.

     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.


                                       38
<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, 2004 with
respect to  compensation  plans under which the Operating  Partnership's  equity
securities are authorized for issuance:
<TABLE>

                                                                                                         (c)
                                                                                                      Number of
                                                                                                Securities Remaining
                                                 (a)                         (b)                  Available for Future
                                          Number of Securities        Weighted Average          Issuance Under Equity
                                        Issued Upon Exercise of      Exercise Price of           Compensation Plans
                                           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                      409,060                     $34.38                      1,083,435
approved by security holders

Equity compensation plans not
approved by security holders                     ---                        ---                           ---
                                        -----------------------------------------------------------------------------------
Total                                          409,060                     $34.38                      1,083,435
</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.
                                       39
<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

    Management's Report on Internal Control over Financial Reporting  F-1
    Report of Independent Registered Public Accounting Firm           F-2
    Consolidated Balance Sheets-December 31, 2004 and 2003            F-4
    Consolidated Statements of Operations-
      Years Ended December 31, 2004, 2003 and 2002                    F-5
    Consolidated Statements of Partners' Equity-
      Years Ended December 31, 2004, 2003 and 2002                    F-6
    Consolidated Statements of Cash Flows-
      Years Ended December 31, 2004, 2003 and 2002                    F-7
    Notes to Consolidated Financial Statements                      F-6 to F-24

    2.  Financial Statement Schedule

        Schedule III
         Report of Independent Registered Public Accounting Firm       F-25
         Real Estate and Accumulated Depreciation                   F-26 to F-27

         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.


                                       40
<PAGE>

3.   Exhibits

Exhibit No.                                       Description

     2.1   Purchase and Sale Agreement between COROC  Holdings, LLC and various
            entities dated October 3, 2003. (Note 14)

     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 12)

     10.1   Amended and Restated Incentive Award Plan of Tanger  Factory  Outlet
            Centers, Inc. and Tanger Properties  Limited  Partnership, effective
            May 14, 2004. (Note 17)

     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, 2004. (Note 16)

     10.6   Amended  and Restated  Employment Agreement for Steven B. Tanger, as
            of January 1, 2004. (Note 16)

     10.7   Amended and Restated Employment  Agreement for Frank C. Marchisello,
            Jr., as of January 1, 2004. (Note 16)

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

     10.9   Amended  and  Restated  Employment Agreement for Joe  Nehmen,  as of
            January 1, 2003. (Note 13)
                                       41
<PAGE>

     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 dated
            September 4, 2002. (Note 15)

     10.11C Third Amendment to Registration  Rights Agreement among the Company,
            the Tanger Family  Limited  Partnership  and Stanley K. Tanger dated
            December 5, 2003. (Note 15)

     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)

     10.16B Form of Third  Supplemental  Indenture (to Senior  Indenture)  dated
            February 15, 2001. (Note 11)

     10.17  COROC  Holdings, LLC  Limited  Liability  Company  Agreement  dated
            October 3, 2003. (Note 14)

     10.18  Form of Shopping Center Management Agreement between owners of COROC
            Holdings, LLC and Tanger Properties Limited Partnership. (Note 14)

     21.1   List of Subsidiaries.  (Note 15)

     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.

                                       42
<PAGE>

     Notes to Exhibits:

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

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

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

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

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

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

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

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

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

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

11.  Incorporated  by reference to the exhibits to the Company's  Current Report
     on Form 8-K dated February 16, 2001.

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

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

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

15.  Incorporated by reference to the exhibits to the Company's Annual Report on
     Form 10-K for the year ended December 31, 2003.

16.  Incorporated by reference to the exhibits to the Company's Quarterly Report
     on Form 10-Q for the quarter ended June 30, 2004.

17.  Incorporated  by reference to the  Appendix A of the  Company's  definitive
     proxy statement filed on Schedule 14A dated April 12, 2004.

(b)  Reports on Form 8-K

      None

                                       43
<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 14, 2005

     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:
<TABLE>


<CAPTION>
                 Signature                                   Title                                Date

<S>                                                                                                <C> <C>
/s/ Stanley K. Tanger                         Chairman of the Board and Chief                March 14, 2005
---------------------                         Executive Officer (Principal
Stanley K. Tanger                             Executive Officer)


/s/ Steven B. Tanger                          Trustee and President                          March 14, 2005
--------------------
Steven B. Tanger

/s/ Frank C. Marchisello Jr.                  Trustee and Treasurer (Principal               March 14, 2005
----------------------------                  Financial and Accounting Officer)
Frank C. Marchisello Jr.

/s/ Jack Africk                               Trustee                                        March 14, 2005
---------------
Jack Africk

/s/ William G. Benton                         Trustee                                        March 14, 2005
---------------------
William G. Benton

/s/ Thomas E. Robinson                        Trustee                                        March 14, 2005
----------------------
Thomas E. Robinson

/s/ Allan L. Schuman                          Trustee                                        March 14, 2005
--------------------
Allan L. Schuman

</TABLE>

                                       44
<PAGE>

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for  establishing  and maintaining  adequate  internal
control over  financial  reporting,  and for  performing  an  assessment  of the
effectiveness  of internal  control over financial  reporting as of December 31,
2004. Internal control over financial reporting is a process designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally accepted accounting principles.  The Operating Partnership's system of
internal control over financial reporting includes those policies and procedures
that (i) pertain to the  maintenance  of records  that,  in  reasonable  detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Operating  Partnership;  (ii) provide reasonable assurance that transactions
are recorded as  necessary to permit  preparation  of  financial  statements  in
accordance with generally accepted accounting principles,  and that receipts and
expenditures of the Operating Partnership are being made only in accordance with
authorizations  of  management  and trustees of the Operating  Partnership;  and
(iii) provide reasonable  assurance regarding  prevention or timely detection of
unauthorized  acquisition,  use, or disposition  of the Operating  Partnership's
assets that could have a material effect on the financial statements.

Management  performed  an  assessment  of the  effectiveness  of  the  Operating
Partnership's  internal control over financial reporting as of December 31, 2004
based upon  criteria in Internal  Control - Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based
on our  assessment,  management  determined  that  the  Operating  Partnership's
internal control over financial  reporting was effective as of December 31, 2004
based on the criteria in Internal Control-Integrated Framework issued by COSO.

Our management's  assessment of the effectiveness of the Operating Partnership's
internal  control  over  financial  reporting  as of December  31, 2004 has been
audited  by   PricewaterhouseCoopers   LLP,  an  independent  registered  public
accounting firm, as stated in their report which appears herein.

March 14, 2005

/s/ Stanley K. Tanger
Stanley K. Tanger
Chairman of the Board of Trustees and Chief Executive Officer

/s/ Frank C. Marchisello Jr.
Frank C. Marchisello Jr.
Trustee and Treasurer
                                     F-1
<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Tanger Properties Limited Partnership and Subsidiaries:

We have completed an integrated audit of Tanger Properties  Limited  Partnership
and its subsidiaries 2004 consolidated  financial statements and of its internal
control over financial  reporting as of December 31, 2004 and audits of its 2003
and 2002 consolidated  financial  statements in accordance with the standards of
the Public Company  Accounting  Oversight Board (United  States).  Our opinions,
based on our audits, are presented below.

Consolidated financial statements

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated statements of operations, of shareholders' 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, 2004 and
2003,  and the results of their  operations and their cash flows for each of the
three years in the period ended December 31, 2004 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 the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit of financial  statements 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.

Internal control over financial reporting

Also,  in our opinion,  management's  assessment,  included in the  accompanying
Management's  Report on Internal  Control  Over  Financial  Reporting,  that the
Operating  Partnership  maintained  effective  internal  control over  financial
reporting  as of December  31, 2004 based on  criteria  established  in Internal
Control  -  Integrated   Framework   issued  by  the   Committee  of  Sponsoring
Organizations  of the  Treadway  Commission  (COSO),  is fairly  stated,  in all
material respects,  based on those criteria.  Furthermore,  in our opinion,  the
Operating Partnership maintained,  in all material respects,  effective internal
control over  financial  reporting  as of December  31, 2004,  based on criteria
established  in Internal  Control -  Integrated  Framework  issued by COSO.  The
Operating  Partnership's  management is responsible  for  maintaining  effective
internal  control  over  financial  reporting  and  for  its  assessment  of the
effectiveness of internal control over financial  reporting.  Our responsibility
is to express  opinions on management's  assessment and on the  effectiveness of
the Operating  Partnership's  internal control over financial reporting based on
our audit. We conducted our audit of internal  control over financial  reporting
in accordance  with the  standards of the Public  Company  Accounting  Oversight
Board  (United  States).  Those  standards  require that we plan and perform the
audit to obtain reasonable  assurance about whether  effective  internal control
over financial  reporting was maintained in all material  respects.  An audit of
internal control over financial reporting includes obtaining an understanding of
internal control over financial reporting,  evaluating management's  assessment,
testing  and  evaluating  the design and  operating  effectiveness  of  internal
control,  and performing such other  procedures as we consider  necessary in the
circumstances.  We believe that our audit  provides a  reasonable  basis for our
opinions.
                                     F-2
<PAGE>
An  operating  partnership's  internal  control  over  financial  reporting is a
process designed to provide  reasonable  assurance  regarding the reliability of
financial  reporting and the  preparation  of financial  statements for external
purposes  in  accordance  with  generally  accepted  accounting  principles.  An
operating partnership's internal control over financial reporting includes those
policies and procedures  that (i) pertain to the maintenance of records that, in
reasonable   detail,   accurately  and  fairly  reflect  the   transactions  and
dispositions of the assets of the operating partnership; (ii) provide reasonable
assurance that  transactions are recorded as necessary to permit  preparation of
financial   statements  in  accordance   with  generally   accepted   accounting
principles,  and that receipts and expenditures of the operating partnership are
being made only in accordance with authorizations of management and directors of
the operating  partnership;  and (iii) provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition,  use, or disposition
of the operating  partnership's  assets that could have a material effect on the
financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.


/s/PricewaterhouseCoopers LLP

Raleigh, North Carolina
March 14, 2005
                                     F-3
<PAGE>
<TABLE>
<CAPTION>
             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except unit data)

                                                                                        December 31,
                                                                                   2004            2003
-------------------------------------------------------------------------------------------------------------

ASSETS
 Rental property
<S>                                                                                 <C>            <C>
   Land                                                                             $ 113,830      $ 119,833
   Buildings, improvements and fixtures                                               963,563        958,720
-------------------------------------------------------------------------------------------------------------
                                                                                    1,077,393      1,078,553
   Accumulated depreciation                                                          (224,622)      (192,698)
-------------------------------------------------------------------------------------------------------------
   Rental property, net                                                               852,771        885,855
 Cash and cash equivalents                                                              4,089          9,864
 Deferred charges, net                                                                 58,851         68,568
 Other assets                                                                          20,394         22,528
-------------------------------------------------------------------------------------------------------------
     Total assets                                                                   $ 936,105      $ 986,815
-------------------------------------------------------------------------------------------------------------

LIABILITIES, MINORITY INTEREST AND PARTNERS' EQUITY
Liabilities
 Debt
   Senior, unsecured note                                                           $ 100,000      $ 147,509
   Mortgages payable (including a premium of $9,346 and $11,852, respectively)        308,342        370,160
   Unsecured note                                                                      53,500            ---
   Lines of credit                                                                     26,165         22,650
-------------------------------------------------------------------------------------------------------------
   Total debt                                                                         488,007        540,319
 Construction trade payables                                                           11,918          4,345
 Accounts payable and accrued expenses                                                 16,753         17,403
-------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                516,678        562,067
-------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Minority interest consolidated joint venture                                          222,673        218,148
-------------------------------------------------------------------------------------------------------------
Partners' equity
  General partner                                                                        653            949
  Limited partners                                                                   200,076        205,733
  Deferred compensation                                                               (3,975)           ---
  Accumulated other comprehensive loss                                                   ---            (82)
-------------------------------------------------------------------------------------------------------------
     Total partners' equity                                                          196,754        206,600
-------------------------------------------------------------------------------------------------------------
      Total liabilities, minority interest and partners' equity                    $ 936,105      $ 986,815
-------------------------------------------------------------------------------------------------------------
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per unit data)

                                                                                               Year Ended December 31,
                                                                                          2004          2003          2002
---------------------------------------------------------------------------------------------------------------------------

REVENUES
<S>                                                                                  <C>            <C>           <C>
  Base rentals                                                                       $ 129,884      $ 78,319      $ 71,109
  Percentage rentals                                                                     5,338         3,179         3,526
  Expense reimbursements                                                                52,585        33,053        28,642
  Other income                                                                           6,746         3,508         3,211
---------------------------------------------------------------------------------------------------------------------------
       Total revenues                                                                  194,553       118,059       106,488
---------------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                                    59,759        38,968        33,584
  General and administrative                                                            12,820         9,551         9,211
  Depreciation and amortization                                                         51,446        28,231        27,048
---------------------------------------------------------------------------------------------------------------------------
       Total expenses                                                                  124,025        76,750        69,843
---------------------------------------------------------------------------------------------------------------------------
Operating income                                                                        70,528        41,309        36,645
  Interest expense                                                                      35,117        26,486        28,460
---------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of unconsolidated joint ventures,
 minority interest and discontinued operations                                          35,411        14,823         8,185
Equity in earnings of unconsolidated joint ventures                                      1,042           819           392
Minority interest consolidated joint venture                                           (27,144)         (941)          ---
---------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                                        9,309        14,701         8,577
Discontinued operations                                                                   (683)        1,698         5,703
---------------------------------------------------------------------------------------------------------------------------
Net income                                                                               8,626        16,399        14,280
Less applicable preferred unit distributions                                               ---          (806)       (1,771)
---------------------------------------------------------------------------------------------------------------------------
Net income available to partners                                                         8,626        15,593        12,509
Income allocated to the limited partners                                                 8,548        15,417        12,347
---------------------------------------------------------------------------------------------------------------------------
Income allocated to the general partner                                                   $ 78         $ 176         $ 162
---------------------------------------------------------------------------------------------------------------------------

Basic earnings per common unit:
  Income from continuing operations                                                      $ .56        $ 1.06         $ .60
  Net income                                                                             $ .52        $ 1.19        $ 1.11
---------------------------------------------------------------------------------------------------------------------------

Diluted earnings per common unit:
  Income from continuing operations                                                      $ .56        $ 1.04         $ .59
  Net income                                                                             $ .52        $ 1.17        $ 1.08
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
              For the Years Ended December 31, 2004, 2003, and 2002
                        (In thousands, except unit data)


                                                   General     Limited       Deferred      Accumulated Other    Total Partners'
                                                   Partner     Partners     Compensation   Comprehensive Loss     Equity
-----------------------------------------------------------------------------------------------------------------------------

<S>               <C> <C>                         <C>         <C>                 <C>             <C>           <C>
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 unit)               -       (1,771)             -                  -          (1,771)
Distributions to partners ($2.45 per unit)           (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 shares                    -         (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
Comprehensive income:
 Net income                                            78        8,548              -                  -           8,626
 Other comprehensive gain                               -            -              -                 82              82
-----------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                             78        8,548              -                 82           8,708
Compensation under Incentive Award Plan                 -           54          1,422                              1,476
Issuance of 619,480 common shares upon
 exercise of unit options                               -        8,166              -                  -           8,166
Issuance of 690,000 units in exchange
 for proceeds from the common share offering
 of the general partner's sole shareholder              -       13,173              -                  -          13,173
Grant of share and unit options and 212,250                                                                            -
 restricted shares, net of forfeitures                  -        5,397         (5,397)                 -               -
Distributions to partners ($2.49 per unit)           (374)     (40,995)                                -         (41,369)
-----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004                          $ 653     $200,076       $ (3,975)               $ -       $ 196,754
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                       F-6
<PAGE>
<TABLE>
<CAPTION>
             TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                                                                             Year Ended December 31,
                                                                                        2004           2003           2002
---------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                  <C>           <C>            <C>
Net income                                                                           $ 8,626       $ 16,399       $ 14,280
Adjustments to reconcile net income to net cash provided by
 operating activities:
  Depreciation and amortization (including discontinued operations)                   51,999         29,697         28,989
  Amortization of deferred financing costs                                             1,454          1,304          1,209
  Equity in earnings of unconsolidated joint ventures                                 (1,042)          (819)          (392)
  Distributions received from unconsolidated joint ventures                            1,975          1,775            520
  Consolidated joint venture minority interest                                        27,144            941            ---
  Compensation expense related to restricted shares and options granted                1,476            102            ---
  Amortization of premium on assumed indebtedness                                     (2,506)          (149)           ---
  (Gain) loss on sale of real estate                                                   1,460            147         (1,702)
  (Gain) on sale of outparcels of land                                                (1,510)           ---           (728)
  Net accretion of market rent rate adjustment                                        (1,065)           (37)           ---
  Straight-line base rent adjustment                                                    (389)           149            248
Increase (decrease) due to changes in:
  Other assets                                                                        (2,280)        (5,835)        (2,058)
  Accounts payable and accrued expenses                                                 (568)         2,919           (671)
---------------------------------------------------------------------------------------------------------------------------
    Net cash provided by operating activites                                          84,774         46,593         39,695
---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
 Acquisition of rental properties                                                        ---       (324,557)       (37,500)
 Additions to rental properties                                                      (15,836)        (9,342)        (5,847)
 Additions to investments in unconsolidated joint ventures                               ---         (4,270)          (130)
 Additions to deferred lease costs                                                    (1,973)        (1,576)        (1,630)
 Net proceeds from sale of real estate                                                20,416          8,671         21,435
 Increase (decrease) in escrow from rental property sale                                 ---          4,008         (4,008)
 Other                                                                                   ---             (2)           797
---------------------------------------------------------------------------------------------------------------------------
    Net cash provided by (used in) investing activities                                2,607       (327,068)       (26,883)
---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
 Cash distributions paid                                                             (41,369)       (32,554)       (29,382)
 Contribution from sole shareholder of general partner                                13,173         87,992         27,960
 Contributions from minority interest partner in consolidated joint venture              ---        217,207            ---
 Distributions to consolidated joint venture minority interest                       (22,619)           ---            ---
 Proceeds from issuance of debt                                                       88,600        133,631        126,320
 Repayments of debt                                                                 (138,406)      (136,574)      (139,510)
 Additions to deferred financing costs                                                  (701)          (672)          (429)
 Payments for redemption of preferred shares                                             ---           (372)           ---
 Proceeds from exercise of share and unit options                                      8,166         20,613          2,794
---------------------------------------------------------------------------------------------------------------------------
     Net cash (used in)provided by financing activities                              (93,156)       289,271        (12,247)
---------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase  in cash and cash equivalents                                 (5,775)         8,796            565
Cash and cash equivalents, beginning of year                                           9,864          1,068            503
---------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year                                               $ 4,089        $ 9,864        $ 1,068
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                   F-7
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Organization of the Operating Partnership

Tanger Properties Limited Partnership and subsidiaries, a North Carolina limited
partnership  develops,  acquires,  owns,  operates  and manages  factory  outlet
shopping  centers.  We are recognized as one of the largest owners and operators
of factory outlet  centers in the United States with  ownership  interests in or
management  responsibilities for 36 centers in 23 states totaling  approximately
8.8 million  square feet of gross  leasable  area ("GLA") at the end of 2004. We
provide development leasing and management services for our centers.  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.

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. As of
December 31, 2004,  Tanger GP Trust owned 150,000  Units,  Tanger LP Trust owned
13,571,508  Units and TFLP owned the remaining  3,033,305  Units.  The Units are
exchangeable,  subject to certain  limitations to preserve our status as a REIT,
on a two-for-one basis for the Company's common shares.

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.

In 2003, the Financial  Accounting  Standards  Board ("FASB")  issued  Financial
Accountings Standards Board Interpretation No. 46 (Revised 2003): "Consolidation
of Variable Interest Entities: An Interpretation of ARB No. 51 ("FIN 46R") 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 46R were  effective for all
variable interests in variable interest entities in 2004 and thereafter.  We are
considered the primary  beneficiary of our joint venture,  COROC  Holdings,  LLC
("COROC"), under the provisions of FIN 46R. Therefore, the results of operations
and  financial  position  of COROC are  included in our  Consolidated  Financial
Statements.  We have evaluated Deer Park Enterprise,  LLC ("Deer Park") and TWMB
Associates,  LLC ("TWMB")  (Note 5) and have  determined  that under the current
facts and  circumstances we are not required to consolidate these entities under
the provisions of FIN 46R.

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

Related Parties - We account for related party  transactions  under the guidance
of  Statement  of  Financial   Accounting   Standards  No.  57  "Related   Party
Disclosures". TFLP (Note 1) is a related party which holds a limited partnership
interest in and is the minority owner of the Operating  Partnership.  Stanley K.
Tanger, the Company's Chairman of the Board and Chief Executive Officer,  is the
sole general partner of TFLP. The only material  related party  transaction with
TFLP is the payment of quarterly distributions of earnings which were $7.6, $7.5
and $7.4  million  for the  years  ended  December  31,  2004,  2003  and  2002,
respectively.

The nature of our  relationships  and the  related  party  transactions  for our
unconsolidated joint ventures are discussed in Footnote 5.
                                       F-8
<PAGE>
Reclassifications  - Certain  amounts in the 2003 and 2002 financial  statements
have been reclassified to conform to the 2004 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  of  material
acquisitions  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
2004,  2003 and 2002 amounted to $201,000,  $141,000 and $172,000,  respectively
and development costs capitalized  amounted to $684,000,  $479,000 and $467,000,
respectively.  Depreciation  expense  for each of the years ended  December  31,
2004, 2003 and 2002 was $38,968,000, $27,211,000 and $26,906,000, 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  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-9
<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 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  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  of  approximately  $121,000.  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.  The value of
the  guarantee  was  $48,000  and  $109,000  at  December  31,  2004  and  2003,
respectively.

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, 2004.

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 Statement of Financial Accounting Standards No. 144, "Accounting
for the  Impairment or Disposal of Long-Lived  Assets" ("FAS 144") and our Board
of Directors approves the sale of the assets. Subsequent to this classification,
no further  depreciation  is recorded on the assets.  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-10
<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 2004, 2003 or 2002.

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, 2004,  2003 and 2002 amounted to  $11,918,000,  $4,345,000  and  $3,310,000,
respectively. Interest paid, net of interest capitalized, in 2004, 2003 and 2002
was $36,735,000, $24,906,000 and $27,512,000, 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, we converted  78,701 of our Preferred
Units into 709,078 of limited partnership units.

Accounting  for Stock  Based  Compensation  - We may issue  non-qualified  share
options and other  share-based  awards under the Company's  Amended and Restated
Incentive Award Plan ("the Incentive Award Plan").  Prior to 2003, this plan was
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 common shares 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 share if the fair value based method had been applied to
all outstanding awards in 2002.

New Accounting  Pronouncements - In December 2004, the FASB issued SFAS No. 123R
(Revised), "Share-Based Payment" ("FAS 123R"). FAS 123R is a revision of FAS No.
123,  "Accounting  for Stock Based  Compensation",  and supersedes APB 25. Among
other  items,  FAS 123R  eliminates  the use of APB 25 and the  intrinsic  value
method of  accounting  and requires  companies to recognize the cost of employee
services  received in exchange  for awards of equity  instruments,  based on the
grant date fair value of those  awards,  in the financial  statements.  FAS 123R
should  have  no  affect  on  our  results  of  operations  as  we  adopted  its
requirements effective January 1, 2003 as described above.
                                      F-11
<PAGE>
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 of 2003 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 from the Company's 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 46R. 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 4.6  million  of the
Company's  common shares on December 10, 2003,  generating  approximately  $88.0
million in net proceeds which were  contributed to the Operating  Partnership in
exchange for 2.3 million limited  partnership  units. The results of the Charter
Oak portfolio have been included in the consolidated  financial statements since
December 19, 2003.

We 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  provide  operating,  management,  leasing  and  marketing  services  to  the
properties  and 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.  We will  then  receive  any  unpaid
preferred  cash  distribution.  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.
                                      F-12
<PAGE>
The following table  summarizes the estimated fair values of the assets acquired
and  liabilities  assumed as of December 19, 2003, the date of  acquisition  (in
thousands).

------------------------------------------------------------- -----------
Rental property                                                $ 454,846
Deferred lease costs and other intangibles:
    Below market lease value                                        (878)
    Lease in place value                                          56,856
    Present value of lease costs                                   2,103
    Present value of legal costs                                   1,902
------------------------------------------------------------- -----------
      Total deferred lease costs and other intangibles            59,983
Other assets                                                       3,285
------------------------------------------------------------- -----------
Subtotal                                                         518,114
Debt (including debt premium of $11,852)                        (198,258)
------------------------------------------------------------- -----------
Net assets acquired                                            $ 319,856
------------------------------------------------------------- -----------

The total deferred  lease costs and other  intangibles in the table above have a
weighted average useful life of 8.6 years.

The following  table  reconciles the purchase price of $491 million to the total
assets recorded (in thousands):

----------------------------------- ---------------
Purchase price                           $ 491,000
Acquisition costs                           15,262
Debt premium                                11,852
----------------------------------- ---------------
Total                                    $ 518,114
----------------------------------- ---------------

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 4.6  million of the  Company's  common  shares and  subsequent
contribution  of the net proceeds to the Operating  Partnership  in exchange for
2.3 million 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
---------------------------------------------- --------------- ---------------
                                      F-13
<PAGE>
5.       Investments in Unconsolidated Real Estate Joint Ventures

Our investment in  unconsolidated  real estate joint ventures as of December 31,
2004 and 2003 was $6.7 million and $7.5 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
investments  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,
2004, 2003 and 2002 (in thousands):

                                       Year Ended
                                      December 31,
                             2004       2003        2002
--------------------- ------------ ------------ ------------
Fee:
   Management                $288      $ 174        $74
   Leasing                    212        214        259
   Development                 28          9         76
--------------------- ------------ ------------ ------------
Total Fees                   $528      $ 397       $409
--------------------- ------------ ------------ ------------

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  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.

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 with approximately  260,000 square
feet. Since 2002 we have opened two additional phases with the final one opening
in the summer of 2004. Total additional equity  contributions for the second and
third  phases were $2.8  million by each  partner.  The Myrtle  Beach center now
consists  of  approximately  402,000  square  feet  and has  over 90 name  brand
tenants. The center cost approximately $51.1 million to construct.

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 Wachovia  Corporation due in September 2005. As of December 31, 2004
the  construction  loan had a balance of $35.1 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 received a floating  interest rate based on the 30 day LIBOR index and paid
a fixed  interest rate of 2.49%.  This swap  effectively  changed 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%.  The  construction  loan  incurred  by this
unconsolidated  joint venture is collateralized by its property as well as joint
and several guarantees by Rosen-Warren and the Company.

TWMB has a commitment  letter from Bank of America for permanent  financing with
the center serving as collateral.  The loan is expected to be $36.8 million with
a variable  interest  rate of LIBOR plus 1.40%.  The term is for five years with
interest  payments only and may be extended for an additional  two years.  There
are no guarantees  associated with the debt. We expect to close on the permanent
financing during the first half of 2005.

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.  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.
                                      F-14
<PAGE>
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
consisted  of the sale of the  property  to Deer Park for $29  million  which is
being leased back to the seller under an operating lease agreement.  In November
2004, the tenant gave notice (within the terms of the lease) that they intend to
vacate the  facility  in May 2005,  thus  ending the  existing  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.

Condensed  combined summary  unaudited  financial  information of joint ventures
accounted for using the equity method is as follows (in thousands):
<TABLE>

<CAPTION>
Summary Balance Sheets
 - Unconsolidated Joint Ventures:                                            2004           2003
------------------------------------------------------------------ --------------- --------------
Assets:
<S>                                                                       <C>            <C>
    Investment properties at cost, net                                    $69,865        $63,899
    Cash and cash equivalents                                               2,449          4,145
    Deferred charges, net                                                   1,973          1,652
    Other assets                                                            2,826          3,277
------------------------------------------------------------------ --------------- --------------
        Total assets                                                      $77,113        $72,973
------------------------------------------------------------------ --------------- --------------
Liabilities and Owners' Equity:
    Mortgage payable                                                      $59,708        $54,683
    Construction trade payables                                               578          1,164
    Accounts payable and other liabilities                                    702            564
------------------------------------------------------------------ --------------- --------------
        Total liabilities                                                  60,988         56,411
    Owners' equity                                                         16,125         16,562
------------------------------------------------------------------ --------------- --------------
        Total liabilities and owners' equity                              $77,113        $72,973
------------------------------------------------------------------ --------------- --------------
</TABLE>


Summary Statement of Operations
 - Unconsolidated Joint Ventures:                      2004      2003      2002
------------------------------------------------- ---------- --------- ---------

Revenues                                             $9,821    $8,178    $4,119
------------------------------------------------- ---------- --------- ---------

Expenses:
   Property operating                                 3,539     2,972     1,924
   General and administrative                            31        47        13
   Depreciation and amortization                      2,742     2,292       884
------------------------------------------------- ---------- --------- ---------
        Total expenses                                6,312     5,311     2,821
------------------------------------------------- ---------- --------- ---------
Operating income                                      3,509     2,867     1,298
Interest expense                                      1,532     1,371       578
------------------------------------------------- ---------- --------- ---------
Net income                                           $1,977    $1,496     $ 720
------------------------------------------------- ---------- --------- ---------

Tanger Properties Limited Partnership share of:
------------------------------------------------- ---------- --------- ---------
Net income                                         $  1,042     $ 819     $ 392
Depreciation (real estate related)                   $1,334    $1,101     $ 422
------------------------------------------------- ---------- --------- ---------
                                      F-15
<PAGE>
6.   Disposition of Properties

In  September  2004,  we completed  the sale of our property  located in Dalton,
Georgia.  Net proceeds received from the sale of the property were approximately
$11.1 million.  We recorded a loss on sale of real estate of approximately  $3.5
million,  which is  included  in  discontinued  operations  for the  year  ended
December 31, 2004.

In June 2004, we completed the sale of two non-core  properties located in North
Conway, New Hampshire.  Net proceeds received from the sales of these properties
were  approximately  $6.5 million.  We recorded a gain on sale of real estate of
approximately $2.1 million, which is included in discontinued operations for the
year ended December 31, 2004.

Throughout  2004, we sold five  outparcels of land at various  properties in our
portfolio.  These sales  totaled  $2.9  million in net  proceeds.  Gains of $1.5
million were recorded in other income for the year ended December 31, 2004.

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.

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.

Below is a summary of the  results of  operations  of these  properties  through
their respective disposition dates (in thousands):

Summary Statements of Operations - Disposed
Properties:
                                                  2004      2003       2002
-------------------------------------------- ---------- --------- ----------

Revenues:
   Base rentals                                $ 1,452   $ 3,763    $ 5,868
   Percentage rentals                                4        28         32
   Expense reimbursements                          618     1,569      2,307
   Other income                                     28       108        101
-------------------------------------------- ---------- --------- ----------
         Total revenues                          2,102     5,468      8,308
-------------------------------------------- ---------- --------- ----------
Expenses:
   Property operating                              763     2,145      2,910
   General and administrative                        9        12         17
   Depreciation and amortization                   553     1,466      1,941
-------------------------------------------- ---------- --------- ----------
         Total expenses                          1,325     3,623      4,868
-------------------------------------------- ---------- --------- ----------
Discontinued operations before gain (loss)
   on sale of real estate                          777     1,845      3,440
Gain on sale of outparcels                         ---       ---        561
Gain (loss) on sale of real estate              (1,460)     (147)     1,702
-------------------------------------------- ---------- --------- ----------
Discontinued operations                        $  (683)  $ 1,698    $ 5,703
-------------------------------------------- ---------- --------- ----------
                                      F-16
<PAGE>
7.   Deferred Charges

Deferred  charges as of December 31, 2004 and 2003 consists of the following (in
thousands):

                                                     2004            2003
------------------------------------------- -------------- ---------------
Deferred lease costs and other intangibles       $ 78,713        $ 76,191
Deferred financing costs                            9,728           9,027
------------------------------------------- -------------- ---------------
                                                   88,441          85,218
Accumulated amortization                          (29,590)        (16,650)
------------------------------------------- -------------- ---------------
                                                 $ 58,851        $ 68,568
------------------------------------------- -------------- ---------------

Amortization  of deferred lease costs and other  intangibles for the years ended
December 31, 2004,  2003 and 2002 was  $11,700,000,  $2,162,000 and  $1,739,000,
respectively.  Amortization of deferred  financing  costs,  included in interest
expense in the accompanying Consolidated Statements of Operations, for the years
ended  December  31,  2004,  2003  and  2002  was  $1,454,000,   $1,304,000  and
$1,209,000, respectively.

8.   Long-Term Debt
<TABLE>

<CAPTION>
Long-term  debt at December  31, 2004 and 2003  consists  of the  following  (in
thousands):

                                                                                   2004            2003
------------------------------------------------------------------------- -------------- ---------------
Senior, unsecured notes:
<S> <C>                                             <C>                     <C>                <C>
    7.875% Senior, unsecured notes, matured October 2004                    $       ---        $ 47,509
    9.125% Senior, unsecured notes, maturing February 2008                      100,000         100,000
Unsecured note:
    LIBOR plus 1.75%, maturing March 2006                                        53,500             ---
Mortgage notes with fixed interest:
   9.77%, maturing April 2005                                                    13,807          14,179
   9.125%, maturing September 2005                                                7,291           7,812
   4.97%, maturing July  2008, including net premium of $9,346
  and $11,852, respectively                                                     192,681         198,258
   7.875%, maturing April 2009                                                   60,408          61,690
   7.98%, maturing April 2009                                                    18,433          18,746
   8.86%, maturing September 2010                                                15,722          15,975
Mortgage notes with variable interest:
    LIBOR plus 1.75%, refinanced in 2004                                            ---          53,500
Revolving lines of credit with variable interest rates ranging
   from either prime to prime + .50% or from LIBOR plus
   1.35% to LIBOR plus 1.50%                                                     26,165          22,650
------------------------------------------------------------------------- -------------- ---------------
                                                                              $ 488,007       $ 540,319
------------------------------------------------------------------------- -------------- ---------------
</TABLE>

During 2004, we retired $47.5 million,  7.875%  unsecured notes which matured on
October 24,  2004 with  proceeds  from our  property  and land parcel  sales and
amounts  available  under our  unsecured  lines of credit.  We also obtained the
release of two  properties  which had been  securing  $53.5  million in mortgage
loans with Wells Fargo Bank,  thus  creating an unsecured  note with Wells Fargo
Bank for the same face amount.

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. The premium had a value of $9.3 million as of December 31, 2004.

The  Dalton,  Georgia  property  as  mentioned  above in  Footnote  6 served  as
collateral in a  cross-collateralized  mortgage with John Hancock Life Insurance
Company  ("John  Hancock")  along  with  several  other  properties.   Upon  its
disposition,  the Dalton property was released as collateral and replaced with a
$6.4 million  standby letter of credit issued by Bank of America.  The letter of
credit  includes an issuance fee of 1.25%  annually.  The required amount of the
letter of credit  decreases  ratably over the remaining term of the John Hancock
mortgage  which  matures  in April  2009.  Throughout  the term of the letter of
credit,  its required amount serves as a reduction in the amount available under
our unsecured $50 million line of credit with Bank of America.
                                      F-17
<PAGE>
During 2004, we obtained an additional $25 million unsecured line of credit from
Citicorp  North  America,  Inc., a subsidiary of  Citigroup;  bringing the total
committed unsecured lines of credit to $125 million.  In addition,  we completed
the  extension of the maturity  dates on all of our lines of credit with Bank of
America,  Wachovia  Corporation,  Wells Fargo Bank and  Citigroup  until June of
2007.  Amounts  available  under these  facilities  at December 31, 2004 totaled
$92.5 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  $551.0 million at December 31, 2004,  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.

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.

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

                  Year                            Amount
                  ------------------------- -------------
                  2005                          $ 26,418
                  2006                            59,215
                  2007                            32,305
                  2008                           275,223
                  2009                            71,441
                  Thereafter                      14,059
                  ------------------------- -------------
                  Subtotal                       478,661
                  Net premium                      9,346
                  ------------------------- -------------
                   Total                        $488,007
                  ------------------------- -------------


9.   Derivatives and Fair Value of Financial Instruments

In August 2004,  TWMB's $19 million  interest rate swap  agreement  with Bank of
America, NA expired as scheduled. Under this agreement, TWMB received a floating
interest rate based on the 30 day LIBOR index and paid a fixed  interest rate of
2.49%.  This swap effectively  changed 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%.

In January 2003, our interest rate swap agreement originally entered into during
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, 2004 and 2003,  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  $508.5
and $571.5 million, respectively.
                                      F-18
<PAGE>
10.  Partners' Equity

In December 2003, the Company  completed a public offering of 4.6 million common
shares at a price of $20.25 per share,  receiving net proceeds of  approximately
$88.0 million,  which were contributed 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 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 690,000 of the Company's common
shares at the  offering  price of $20.25 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 2.0 million common
shares at a price of $14.625 per share,  receiving net proceeds of approximately
$28.0 million,  which were contributed to the Operating  Partnership in exchange
for 1.0 million limited  partnership units. The net proceeds were used, together
with other  available  funds to acquire the  Kensington  Valley Factory Shops in
Howell,  Michigan mentioned in Note 3 above,  reduce the outstanding  balance on
our lines of credit and for general corporate purposes.

At December 31, 2004 and 2003, the ownership interests of the Operating
Partnership consisted of the following:

                                             2004           2003
        -------------------------- --------------- --------------
        Common units:
           General partner                150,000        150,000
           Limited partners            16,604,813     15,843,948
        -------------------------- --------------- --------------
             Total                     16,754,813     15,993,948
        -------------------------- --------------- --------------

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 1.802 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 1,418,156 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.
                                   F-19
<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, 2004,  2003 and 2002 is
set forth as follows (in thousands, except per unit amounts):


<TABLE>

                                                         2004        2003            2002
--------------------- ---------------------------------------- ------------- -------------
NUMERATOR:
<S>                                                    <C>          <C>           <C>
   Income from continuing operations                   $9,309       $14,701       $ 8,577
   Less applicable preferred unit distributions                        (806)       (1,771)
                                                       ---
-------------------------------------------------------------- ------------- -------------
   Income from continuing operations available
     to common unitholders - basic and diluted          9,309        13,895         6,806
   Discontinued operations                               (683)        1,698         5,703
-------------------------------------------------------------- ------------- -------------
   Net income available to common unitholders-
     basic and diluted                                 $8,626       $15,593       $12,509
-------------------------------------------------------------- ------------- -------------
DENOMINATOR:
   Basic weighted average common units                 16,555        13,085        11,356
   Effect of outstanding share and unit options            80           215           183
   Effect of unvested restricted share awards              15           ---           ---
-------------------------------------------------------------- ------------- -------------
   Diluted weighted average common units               16,650        13,300        11,539
-------------------------------------------------------------- ------------- -------------

Basic earnings per common unit:
   Income from continuing operations                    $ .56        $ 1.06         $ .60
   Discontinued operations                               (.04)          .13           .51
-------------------------------------------------------------- ------------- -------------
   Net income                                          $  .52      $   1.19        $ 1.11
-------------------------------------------------------------- ------------- -------------

Diluted earnings per common unit:
   Income from continuing operations                    $ .56      $   1.04         $ .59
   Discontinued operations                               (.04)          .13           .49
-------------------------------------------------------------- ------------- -------------
   Net income                                           $ .52        $ 1.17        $ 1.08
-------------------------------------------------------------- ------------- -------------
</TABLE>

Options to purchase units exclude from the  computation of diluted  earnings per
unit  during  2004 and 2002  because the  exercise  price was  greater  than the
average  market price of the  Company's  common  shares  totaled 600 and 211,000
units,  respectively.  The assumed  conversion of the preferred  units as of the
beginning of each year would have been anti-dilutive.

12.  Employee Benefit Plans

During the second  quarter of 2004,  the Company's  Board of Directors  approved
amendments to the Company's Share Option Plan to add restricted shares and other
share-based grants to the Plan, to merge the Operating Partnership's Unit Option
Plan  into the  Share  Option  Plan and to rename  the Plan as the  Amended  and
Restated  Incentive  Award Plan. The Incentive Award Plan was approved by a vote
of  shareholders at the Company's  Annual  Shareholders'  Meeting.  The Board of
Directors  approved the grant of 212,250 restricted Company common shares to the
independent  directors  and certain  executive  officers of the Company in April
2004. The Company receives one unit from the Operating Partnership for every two
restricted  shares  issued by the  Company.  As a result of the  granting of the
restricted common shares, we recorded a charge to deferred  compensation of $4.1
million in the  partners'  equity  section of the  consolidated  balance  sheet.
During 2004 we recognized  expense  related to the  amortization of the deferred
compensation  of  approximately  $1.3  million in  accordance  with the  vesting
schedule of the restricted shares.
                                      F-20
<PAGE>
We may issue up to 3.0 million  units under the  Incentive  Award Plan.  We have
granted 1,810,440 options, net of options forfeited,  and reserved 106,125 units
for the grant of 212,250  restricted  common share awards  through  December 31,
2004.  Under the plan, 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. Units received upon exercise of Unit options are exchangeable for
common shares on a two for one basis.

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.

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, 2004,  2003 and 2002 (in thousands  except per unit
data):


<TABLE>

                                                                      2004          2003        2002
-------------------------------------------------------------- ------------ ------------- ------------
<S>                                                                 <C>         <C>           <C>
Net income                                                          $8,626      $ 16,399      $14,280

Add: Share-based employee compensation expense
     included in net income                                            225           102          ---

Less: Total share based employee compensation
      expense determined under fair value based
      Method for all awards                                           (225)         (102)        (160)
-------------------------------------------------------------- ------------ ------------- ------------
Pro forma net income                                                $8,626      $ 16,399      $14,120
-------------------------------------------------------------- ------------ ------------- ------------
Earnings per share:
     Basic - as reported                                              $.52         $1.19        $1.11
     Basic - pro forma                                                 .52          1.19         1.09

     Diluted - as reported                                            $.52         $1.17        $1.08
     Diluted - pro forma                                               .52          1.17         1.07
-------------------------------------------------------------- ------------ ------------- ------------
-------------------------------------------------------------- ------------ ------------- ------------
</TABLE>

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions  used for the grants in 2004:  expected  dividend yield ranging from
5.5% to  6.5%;  expected  life  of 7  years;  expected  volatility  of 23%;  and
risk-free  interest  rates  ranging  from  3.71% to 3.99%.  There were no option
grants in 2003 and 2002.

Options  outstanding at December 31, 2004 have exercise  prices between  $18.625
and  $38.83,  with a weighted  average  exercise  price of $31.09 and a weighted
average remaining contractual life of 8.0 years.
                                      F-21
<PAGE>
A summary  of the status of the plan at  December  31,  2004,  2003 and 2002 and
changes  during  the years then ended is  presented  in the table and  narrative
below:
<TABLE>

                                                 2004                         2003                        2002
                                          --------------------       -----------------------    --------- -----------
                                          Units      Wtd Avg          Units     Wtd Avg          Units     Wtd Avg
                                                     Ex Price                   Ex Price                   Ex Price
------------------------------------- ------------- ------------- ------------ -------------- ----------- -----------
<S>                                        <C>        <C>          <C>           <C>           <C>         <C>
Outstanding at beginning                   365,760    $ 25.48      1,253,300     $ 23.84       1,387,430   $ 23.68
   of year
Granted                                    284,700      38.83            ---         ---             ---       ---
Exercised                                 (272,940)     26.48       (886,940)      23.16       (124,620)     21.87
Forfeited                                  (11,460)     37.37           (600)      18.63         (9,510)     25.45
------------------------------------- -------------- ---------- -------------- ------------- ------------- ----------
Outstanding at end of year                 366,060    $ 31.09        365,760     $ 25.48       1,253,300   $ 23.84
------------------------------------- -------------- ---------- -------------- ------------- ------------- ----------
Exercisable at end of year                  55,460    $ 26.20        240,260     $ 28.46       1,001,480   $ 24.37
Weighted average fair value
   of options granted                        $4.36                     $ ---                      $ ---
</TABLE>

We have a qualified  retirement plan, with a salary deferral feature designed to
qualify  under  Section  401 of the  Code  (the  "401(k)  Plan"),  which  covers
substantially  all of our  officers and  employees.  The 401(k) Plan permits our
employees,  in accordance  with the provisions of Section 401(k) of the Code, to
defer up to 20% of their  eligible  compensation  on a pre-tax  basis subject to
certain maximum amounts. Employee contributions are fully vested and are matched
by us at a rate  of  compensation  deferred  to be  determined  annually  at our
discretion.  The matching  contribution  is subject to vesting  under a schedule
providing for 20% annual vesting starting with the second year of employment and
100% vesting after six years of employment.  The employer matching  contribution
expense for the years 2004, 2003 and 2002 was immaterial.

13.  Other Comprehensive Income

We account for derivative  instruments under the guidance of FAS 133. In January
2003, an 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  expired as scheduled  during the third quarter of 2004. It
had also been  designated  as a cash flow hedge and  carried  on its  respective
balance sheet at fair value.


Total comprehensive  income for the years ended December 31, 2004, 2003 and 2002
is as follows (in thousands):
<TABLE>

                                                                                 2004           2003            2002
----------------------------------------------------------------------- -------------- -------------- ---------------
<S>                                                                            <C>           <C>            <C>
Net income                                                                     $8,626        $16,399        $ 14,280
----------------------------------------------------------------------- -------------- -------------- ---------------
     Other comprehensive income:
        Change in fair value of our portion of TWMB cash
            flow hedge                                                             82             57            (139)
        Change in fair value of cash flow hedge                                   ---             98             875
----------------------------------------------------------------------- -------------- -------------- ---------------
           Other comprehensive income                                              82            155             736
----------------------------------------------------------------------- -------------- -------------- ---------------
Total comprehensive income                                                    $ 8,708       $ 16,554         $15,016
----------------------------------------------------------------------- -------------- -------------- ---------------
</TABLE>
                                      F-22
<PAGE>
14.  Supplementary Income Statement Information

The following amounts are included in property  operating expenses for the years
ended December 31, 2004, 2003 and 2002 (in thousands):

                                           2004          2003         2002
------------------------------------ ------------- ------------ ------------
Advertising and promotion                $ 15,455     $ 10,006      $ 9,178
Common area maintenance                    25,345       14,988       12,740
Real estate taxes                          12,537        9,041        8,074
Other operating expenses                    6,422        4,933        3,592
------------------------------------ ------------- ------------ ------------
                                         $ 59,759     $ 38,968     $ 33,584
------------------------------------ ------------- ------------ ------------

15.  Lease Agreements

We are the  lessor  of a total of 1,988  stores in our 32  consolidated  factory
outlet centers,  under operating leases with initial terms that expire from 2005
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,
2004 are as follows (in thousands):

              2005                           $ 114,232
              2006                              90,321
              2007                              68,151
              2008                              47,011
              2009                              30,531
              Thereafter                        34,424
              -------------------- --------------------
                                             $ 384,670
              -------------------- --------------------

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  $811,000  and  $762,000  at  December  31,  2004  and  2003,
respectively.

Our non-cancelable  operating leases,  with initial terms in excess of one year,
have terms that  expire  from 2005 to 2085.  Annual  rental  payments  for these
leases totaled  approximately  $2,927,000,  $2,572,000 and  $2,437,000,  for the
years ended  December  31,  2004,  2003 and 2002,  respectively.  Minimum  lease
payments for the next five years and thereafter are as follows (in thousands):

              2005                             $ 3,101
              2006                               3,050
              2007                               2,907
              2008                               2,596
              2009                               2,242
              Thereafter                        85,444
              ------------------- ---------------------
                                              $ 99,340
              ------------------- ---------------------

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-23
<PAGE>
17. Subsequent Events

On February 24, 2005, we completed the sale of our property  located in Seymour,
Indiana.  Net proceeds received from the sale of the property were approximately
$1.9 million.  We recorded a loss on sale of real estate of  approximately  $4.7
million.  We  retained  the excess  land and  outparcels  which were part of the
original purchase of the Seymour property. No impairment charges were previously
recognized  since this land is deemed to have a fair value in excess of the loss
recognized from the sale of the shopping  center.  Accordingly,  the sale of the
shopping  center  was  recorded  as a loss on sale of real  estate  and  will be
reflected in  discontinued  operations in our results of operations in the first
quarter of 2005.

On March 1, 2005, our Board of Trustees  declared a $.645 cash  distribution per
common unit  payable on May 16, 2005 to each  unitholder  of record on April 29,
2005.
                                      F-24

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                         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 14,  2005  appearing  in the 2004  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 14, 2005
                                      F-25
<PAGE>


             TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
               For the Year Ended December 31, 2004 (In thousands)
<TABLE>
<CAPTION>

                                                                             Costs Capitalized
                                                                                Subsequent to          Gross Amount Carried at Close
                                                         Initial cost to         Acquisition                    of Period
        Description                                         Company             (Improvements)                  12/31/04 (1)
---------------------------------------- ------------ --------------------- ----------------------- --------------------------------

                                                                 Building             Building              Building
Outlet Center                            Encumbrances           Improvements         Improvements          Improvements
    Name                  Location            (4)        Land   & Fixtures    Land   & Fixtures     Land   & Fixtures      Total
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
<S>                                                     <C>       <C>         <C>        <C>       <C>         <C>         <C>
Barstow             Barstow, CA                   --    $3,672    $ 12,533    $ ---      $5,149    $3,672      $17,682     $21,354
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Blowing Rock        Blowing Rock, NC         $ 9,366     1,963       9,424      ---       3,023     1,963       12,447      14,410
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Boaz                Boaz, AL                     ---       616       2,195      ---       2,349       616        4,544       5,160
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Branson             Branson, MO                  ---     4,407      25,040      ---       9,124     4,407       34,164      38,571
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Commerce I          Commerce, GA               7,291       755       3,511      492      11,332     1,247       14,843      16,090
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Commerce II         Commerce, GA                 ---     1,262      14,046      541      21,234     1,803       35,280      37,083
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Foley               Foley, AL                 33,719     4,400      82,410      ---         711     4,400       83,121      87,521
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Gonzales            Gonzales, LA                 ---       679      15,895      ---       5,814       679       21,709      22,388
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Hilton Head         Blufton, SC               19,340     9,900      41,504      ---         205     9,900       41,709      51,609
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Howell              Howell, MI                   ---     2,250      35,250      ---       1,162     2,250       36,412      38,662
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Kittery-I           Kittery, ME                6,086     1,242       2,961      229       1,630     1,471        4,591       6,062
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Kittery-II          Kittery, ME                  ---       921       1,835      530         731     1,451        2,566       4,017
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Lancaster           Lancaster, PA             13,807     3,691      19,907      ---      13,266     3,691       33,173      36,864
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Lincoln City        Lincoln City, OR          10,887     6,500      28,673      ---          80     6,500       28,753      35,253
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Locust Grove        Locust Grove, GA             ---     2,558      11,801      ---      10,245     2,558       22,046      24,604
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Myrtle Beach 501    Myrtle Beach, SC          23,941    10,300      57,094      ---         433    10,300       57,527      67,827
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Nags Head           Nags Head, NC              6,356     1,853       6,679      ---       2,665     1,853        9,344      11,197
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
North Branch        North Branch, MN             ---       243       5,644      249       4,139       492        9,783      10,275
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Park City           Park City, UT             13,175     6,900      33,597      ---         528     6,900       34,125      41,025
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Pigeon Forge        Pigeon Forge, TN             ---       299       2,508      ---       2,181       299        4,689       4,988
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Rehoboth            Rehoboth Beach, DE        41,234    20,600      74,209      ---       3,969    20,600       78,178      98,778
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Riverhead           Riverhead, NY                ---       ---      36,374    6,152      75,127     6,152      111,501     117,653
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
San Marcos          San Marcos, TX            36,599     1,801       9,440       16      37,492     1,817       46,932      48,749
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Sanibel             Sanibel, FL                  ---     4,916      23,196      ---       6,405     4,916       29,601      34,517
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Sevierville         Sevierville, TN              ---       ---      18,495      ---      35,038       ---       53,533      53,533
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Seymour             Seymour, IN                  ---     1,590      13,249      ---         749     1,590       13,998      15,588
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Terrell             Terrell, TX                  ---       778      13,432      ---       6,556       778       19,988      20,766
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Tilton              Tilton, NH                13,603     1,800      24,838      ---         641     1,800       25,479      27,279
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Tuscola             Tuscola, IL               21,128     1,600      15,428      ---         178     1,600       15,606      17,206
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
West Branch         West Branch, MI            6,790       319       3,428      120       7,681       439       11,109      11,548
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Westbrook           Westbrook, CT             15,655     6,264      26,991      ---         359     6,264       27,350      33,614
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
Williamsburg        Williamsburg, IA          18,668       706       6,781      716      14,999     1,422       21,780      23,202
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
                                           $ 297,645  $104,785    $678,368   $9,045    $285,195  $113,830     $963,563  $1,077,393
------------------- -------------------- ------------ --------- ----------- -------- ----------- --------- ------------ -----------
</TABLE>
                                      F-26
<PAGE>

             TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
               For the Year Ended December 31, 2004 (In thousands)
                                  (Continued)
                                                                    Life Used to
                                                                       Compute
                                                                    Depreciation
 Outlet Center                           Accumulated     Date of      in Income
    Name                  Location       Depreciation  Construction   Statement
------------------- -------------------- ------------- ------------- -----------
Barstow             Barstow, CA                $7,055       1995         (2)
------------------- -------------------- ------------- ------------- -----------
Blowing Rock        Blowing Rock, NC            3,085       1997 (3)     (2)
------------------- -------------------- ------------- ------------- -----------
Boaz                Boaz, AL                    2,851       1988         (2)
------------------- -------------------- ------------- ------------- -----------
Branson             Branson, MO                16,026       1994         (2)
------------------- -------------------- ------------- ------------- -----------
Commerce I          Commerce, GA               12,321       1989         (2)
------------------- -------------------- ------------- ------------- -----------
Commerce II         Commerce, GA                7,063       1995         (2)
------------------- -------------------- ------------- ------------- -----------
Foley               Foley, AL                   2,859      2003 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Gonzales            Gonzales, LA               12,331      1992          (2)
------------------- ---------------------------------- ------------- -----------
Hilton Head         Blufton, SC                 1,679      2003 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Howell              Howell, MI                  2,812      2002 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Kittery-I           Kittery, ME                 3,119      1986          (2)
------------------- -------------------- ------------- ------------- -----------
Kittery-II          Kittery, ME                 1,457      1989          (2)
------------------- -------------------- ------------- ------------- -----------
Lancaster           Lancaster, PA              13,360      1994 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Lincoln City        Lincoln City, OR            1,141      2003 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Locust Grove        Locust Grove, GA            9,352      1994          (2)
------------------- -------------------- ------------- ------------- -----------
Myrtle Beach 501    Myrtle Beach, SC            2,014      2003 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Nags Head           Nags Head, NC               2,826      1997 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
North Branch        North Branch, MN            5,947      1992          (2)
------------------- -------------------- ------------- ------------- -----------
Park City           Park City, UT               1,228      2003 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Pigeon Forge        Pigeon Forge, TN            2,976      1988          (2)
------------------- -------------------- ------------- ------------- -----------
Rehoboth            Rehoboth Beach, DE          2,609      2003 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Riverhead           Riverhead, NY              38,401      1993          (2)
------------------- -------------------- ------------- ------------- -----------
San Marcos          San Marcos, TX             16,245      1993          (2)
------------------- -------------------- ------------- ------------- -----------
Sanibel             Sanibel, FL                 5,787      1998 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Sevierville         Sevierville, TN            13,420      1997 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Seymour             Seymour, IN                 7,160      1994          (2)
------------------- -------------------- ------------- ------------- -----------
Terrell             Terrell, TX                 9,939      1994          (2)
------------------- -------------------- ------------- ------------- -----------
Tilton              Tilton, NH                    941      2003 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Tuscola             Tuscola, IL                   687      2003 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
West Branch         West Branch, MI             4,845      1991          (2)
------------------- -------------------- ------------- ------------- -----------
Westbrook           Westbrook, CT               1,236      2003 (3)      (2)
------------------- -------------------- ------------- ------------- -----------
Williamsburg        Williamsburg, IA           11,850      1991          (2)
------------------- -------------------- ------------- ------------- -----------
                                             $224,622
------------------- -------------------- ------------- ------------- -----------

(1)  Aggregate   cost  for  federal   income  tax   purposes  is   approximately
     $1,140,272,000
(2)  The Operating Partnership generally uses estimated lives ranging from 25 to
     33 years for buildings and 15 years for land improvements. Tenant finishing
     allowances are depreciated over the initial lease term
(3)  Represents year acquired
(4)  An additional $10,697 encumbrance previously related to our Dalton, Georgia
     center  which was sold  during  2004  exists at  December  31,  2004 but is
     secured  by a $6.4  million  letter  of  credit,  thus  bringing  our total
     encumbrances to $308,342
                                      F-27
<PAGE>
             TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES
                           SCHEDULE III - (Continued)
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 2004
                                 (In Thousands)

The changes in total real estate for the three years ended December 31, 2004 are
as follows:

                                        2004             2003              2002
                              --------------- ---------------- -----------------
Balance, beginning of year        $1,078,553         $622,399          $599,266
Acquisition of real estate               ---          463,875            37,500
Improvements                          23,420            9,342             5,324
Dispositions and other               (24,580)         (17,063)          (19,691)
                              --------------- ---------------- -----------------
Balance, end of year              $1,077,393       $1,078,553          $622,399
                              =============== ================ =================


The changes in accumulated depreciation for the three years ended December 31,
2004 are as follows:

                                       2004             2003              2002
                              -------------- ---------------- -----------------
Balance, beginning of year        $ 192,698        $ 174,199         $ 148,950
Depreciation for the period          38,968           27,211            26,906
Dispositions and other               (7,044)          (8,712)           (1,657)
                              -------------- ---------------- -----------------
Balance, end of year               $224,622         $192,698          $174,199
                              ============== ================ =================
                                      F-28