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, 1999

                                       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

                      TANGER PROPERTIES LIMITED PARTNERSHIP

             (Exact name of Registrant as specified in its charter)

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

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

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

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

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

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

                       Documents Incorporated By Reference

Part III  incorporates  certain  information by reference from the  Registrant's
definitive  proxy statement of Tanger Factory Outlet  Centers,  Inc. to be filed
with respect to the Annual Meeting of Shareholders to be held May 16, 2000.

<PAGE>

PART I

Item 1.   Business

The Operating Partnership

Tanger Properties Limited Partnership, a North Carolina limited partnership (the
"Operating  Partnership") focuses exclusively on developing,  acquiring,  owning
and operating factory outlet centers, and provides all development,  leasing and
management services for its centers. According to Value Retail News, an industry
publication,  the  Operating  Partnership  is  one  of the  largest  owners  and
operators of factory  outlet  centers in the United  States.  As of December 31,
1999, the Operating  Partnership  owned and operated 31 centers (the  "Centers")
with a total gross  leasable area ("GLA") of  approximately  5.1 million  square
feet. These centers were  approximately 97% leased,  contained over 1,300 stores
and represented over 280 brand name companies as of such date.

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

As of December 31, 1999, the Tanger GP Trust owned 150,000 Units,  the Tanger LP
Trust owned  7,726,835  Units and 85,270  Preferred Units (which are convertible
into approximately  795,309 limited  partnership Units) and TFLP owned 3,033,305
Units. TFLP's Units are exchangeable, subject to certain limitations to preserve
the Company's status as a REIT, on a one-for-one  basis for common shares of the
Company.  Preferred Units are automatically  converted into limited  partnership
Units to the extent of any  conversion  of preferred  shares of the Company into
common  shares of the  Company.  Management  of the  Company  beneficially  owns
approximately  27% of all  outstanding  common  shares  (assuming  the  Series A
Preferred Shares and the limited partner's Units are exchanged for common shares
but  without  giving  effect  to the  exercise  of  any  outstanding  stock  and
partnership Unit options).

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

Ownership of the Company's common and preferred shares is restricted to preserve
the  Company's  status as a REIT for  federal  income tax  purposes.  Subject to
certain exceptions, a person may not actually or constructively own more than 4%
of the Company's common shares (including common shares which may be issued as a
result of conversion of Series A Preferred  Shares) or more than 29,400 Series A
Preferred  Shares  (or a lesser  number in  certain  cases).  The  Company  also
operates in a manner  intended  to enable it to  preserve  its status as a REIT,
including,  among  other  things,  making  distributions  with  respect  to  its
outstanding  common and  preferred  shares  equal to at least 95% of its taxable
income each year.

The Operating  Partnership  is 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.


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Recent Developments

At December 31, 1999,  the Operating  Partnership  owned 31 centers in 22 states
totaling  5,149,000  square feet of  operating  GLA compared to 31 centers in 23
states totaling  5,011,000 square feet of operating GLA as of December 31, 1998.
The 138,000 net increase in GLA is comprised primarily of an increase of 176,000
square feet due to  expansions  in five  existing  centers  during the year,  an
increase of 165,000 square feet due the acquisition of Bass Pro Outdoor World in
Fort  Lauderdale,  Florida  and a  decrease  of 198,000  square  feet due to the
tornado  destruction  of the  center  in  Stroud,  Oklahoma.  In  addition,  the
Operating  Partnership has approximately  114,000 square feet of expansion space
under  construction  in three  centers,  which are  scheduled to open during the
first six months of 2000.

The center in  Stroud,  Oklahoma  was  destroyed  by a tornado  in May 1999.  At
December 31, 1999, the Operating  Partnership  had recorded a receivable of $4.2
million  from the  Operating  Partnership's  property  insurance  carrier.  This
amount, which was collected in January 2000, represents the unpaid portion of an
insurance  settlement of $13.4 million related to the loss of the Stroud center.
Approximately  $1.9  million of the  settlement  proceeds  represented  business
interruption  insurance.  The business interruption proceeds are being amortized
to other income over a period of fourteen months.  The  unrecognized  portion of
the business  interruption  proceeds at December 31, 1999 totaled $985,200.  The
remaining  portion of the settlement,  net of related  expenses,  was considered
replacement  proceeds for the portion of the center that was totally  destroyed.
As a result,  the  Operating  Partnership  recognized a gain on disposal of $4.1
million during 1999. The remaining  carrying value for this property consists of
land and related site work totaling $1.7 million.

The  Operating  Partnership  also is in the  process  of  developing  plans  for
additional  expansions  and new  centers  for  completion  in 2000  and  beyond.
Currently,  the Operating  Partnership  is in the  preleasing  stage of a second
phase of the Fort Lauderdale  development  that will include 130,000 square feet
of GLA to be  developed on the 12-acre  parcel  adjacent to the Bass Pro Outdoor
World store. If the Operating  Partnership  decides to develop this project,  it
anticipates stores in this phase to begin opening in early 2001. Based on tenant
demand,  the  Operating  Partnership  also has an option to purchase  the retail
portion of a site at the Bourne  Bridge Rotary in Cape Cod, MA where it plans to
develop a new 300,000  square foot outlet  center.  The entire site will contain
more than 950,000  square feet of mixed-use  entertainment,  retail,  office and
residential  community  built in the style of a Cape Cod Village.  The local and
state planning authorities are currently reviewing the project and the Operating
Partnership anticipates final approvals by early 2001.

These  anticipated or planned  developments  or expansions may not be started or
completed as scheduled, or may not result in accretive funds from operations. In
addition,   the  Operating   Partnership   regularly  evaluates  acquisition  or
disposition   proposals,   engages  from  time  to  time  in  negotiations   for
acquisitions  or  dispositions  and may from time to time 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
also may not be  consummated,  or if  consummated,  may not result in  accretive
funds from operations.

During March 1999, the Operating Partnership refinanced its 8.92% notes that had
a carrying amount of $47.3 million. The refinancing reduced the interest rate to
7.875%,  increased  the loan amount to $66.5  million and  extended the maturity
date to  April  2009.  The  additional  proceeds  were  used to  reduce  amounts
outstanding  under the Operating  Partnership's  revolving  lines of credit.  In
addition,  the  Operating  Partnership  extended  the  maturity  of  all  of its
revolving  lines of credit by one year.  The lines of credit  now have  maturity
dates in the years 2001 and 2002.

In January 2000, the Operating Partnership entered into a $20.0 million two year
unsecured term loan with interest payable at LIBOR plus 2.25%. The proceeds were
used to reduce amounts  outstanding under the existing lines of credit.  Also in
January  2000,  the  Operating  Partnership  entered  into  interest  rate  swap
agreements on notional amounts totaling $20.0 million at a cost of $162,000. The
agreements mature in January 2002. The swap agreements have the effect of fixing
the interest rate on the new $20.0 million loan at 8.75%.

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,
and because  factory outlet centers  typically have lower  operating  costs than
other retailing formats. Factory outlet centers enable manufacturers to optimize
the size of  production  runs  while  continuing  to  maintain  control of their
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<PAGE>
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.

The Operating  Partnership's factory outlet centers range in size from 11,000 to
716,529  square  feet of GLA and are  typically  located  at least 10 miles from
densely populated areas,  where major department  stores and  manufacturer-owned
full-price  retail  stores  are  usually  located.  Manufacturers  prefer  these
locations so that they do not compete  directly  with their major  customers and
their own stores. Many of the Operating Partnership's factory outlet centers are
located near tourist  destinations to attract tourists who consider  shopping to
be a  recreational  activity and are  typically  situated in close  proximity to
interstate  highways  that provide  accessibility  and  visibility  to potential
customers.

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

With the  decline in the real  estate  debt and equity  markets,  the  Operating
Partnership  or the Company may not, in the short term,  be able to access these
markets on favorable  terms in order to maintain its historical rate of external
growth.  In the  interim,  the  Operating  Partnership  may  consider the use of
operational  and  developmental  joint ventures and other related  strategies to
generate additional cash funding. See "Business-Capital Strategy" below.

The Operating Partnership's Factory Outlet Centers

Each of the  Operating  Partnership's  factory  outlet  centers carry the Tanger
brand name. The Operating Partnership believes that both national  manufacturers
and  consumers  recognize  the Tanger  name as a company  that  provides  outlet
shopping  centers where consumers can trust the brand,  quality and price of the
merchandise they purchase directly from the manufacturers.

As one of the original participants in this industry,  the Operating Partnership
has  developed  long-standing  relationships  with many  national  and  regional
manufacturers. Because of its established relationships with many manufacturers,
the  Operating  Partnership  believes it is well  positioned  to  capitalize  on
industry growth.

As of December 31, 1999,  the Operating  Partnership  had a diverse  tenant base
comprised of over 280 different well-known,  upscale, national designer or brand
name  companies,  such  as Liz  Claiborne,  Reebok  International,  Ltd.,  Tommy
Hilfiger,  Polo Ralph  Lauren,  The Gap,  Nautica  and Nike.  A majority  of the
factory outlet stores leased by the Operating  Partnership 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 1999, 1998 and 1997. As of March 1,
2000, the Operating  Partnership's  largest  tenant,  including all of its store
concepts,  accounted  for  approximately  6.6% of its GLA.  Because  the typical
tenant of the  Operating  Partnership  is a large,  national  manufacturer,  the
Operating  Partnership has not experienced any material problems with respect to
rent collections or lease defaults.

Revenues from fixed rents and  operating  expense  reimbursements  accounted for
approximately  90%  of the  Operating  Partnership's  total  revenues  in  1999.
Revenues from  contingent  sources,  such as percentage  rents,  which fluctuate
depending on tenant's sales performance,  accounted for approximately 6% of 1999
revenues.  As a result,  only a small  portion  of the  Operating  Partnership's
revenues are dependent on contingent revenue sources.

Business History

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

From 1981 to 1986,  Stanley K.  Tanger  solely  developed  the first  successful
factory outlet centers.  Steven Tanger joined the Operating  Partnership in 1986
and by June 1993,  together,  the Tangers had  developed 17 Centers with a total
GLA of  approximately  1.5 million  square  feet.  In June of 1993,  the Company
completed its initial  public  offering  ("IPO"),  making Tanger  Factory Outlet
Centers,  Inc.  the first  publicly  traded  outlet  center  company.  Since the
Company's IPO, the Operating Partnership has developed nine Centers and acquired
seven Centers and,  together with expansions of existing  Centers net of centers
disposed  of,  added  approximately  3.6  million  square  feet  of  GLA  to its
portfolio,  bringing its  portfolio of  properties as of December 31, 1999 to 31
Centers totaling approximately 5.1 million square feet of GLA.

Business and Operating Strategy

The Operating Partnership intends to increase its cash flow and the value of its
portfolio over the long-term by continuing to own, manage, acquire, develop, and
expand  factory  outlet  centers.  The  Operating  Partnership's  strategy is to
increase revenues through new development, selective acquisitions and expansions
of factory outlet centers while  minimizing its operating  expenses by designing
low maintenance  properties and achieving economies of scale. In connection with
the ownership and management of its properties, the Operating Partnership places
an emphasis on regular  maintenance and intends to make periodic  renovations as
necessary.

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
original  expiration or as a result of filing for  protection  under  bankruptcy
laws.

As part of its  strategy of  aggressively  managing  its assets,  the  Operating
Partnership is strengthening the tenant base in several of its centers by adding
strong new anchor tenants,  such as Nike, GAP, Polo, Tommy Hilfiger and Nautica.
To accomplish this goal, stores may remain vacant for a longer period of time in
order to recapture  enough space to meet the size  requirement of these upscale,
high volume tenants.  Consequently,  the Operating Partnership  anticipates that
its average occupancy level will remain strong, but may be more in line with the
industry average going forward.

The Operating  Partnership  typically  seeks  locations for its new centers that
have at least 3.5 million  people  residing  within an hour's drive,  an average
household income within a 50 mile radius of at least $35,000 per year and access
to frontage on a major or  interstate  highway with a traffic  count of at least
35,000 cars per day. The Operating  Partnership will vary its minimum conditions
based on the  particular  characteristics  of a site,  especially if the site is
located near or at a tourist destination.  The Operating  Partnership's  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. Generally,
the  Operating  Partnership  will build such  centers in phases,  with the first
phase containing  150,000 to 200,000 square feet of GLA.  Subsequent  phases are
considered  based on the success of the center and tenant demand.  Future phases
have  historically been less expensive to build than the first phase because the
Operating  Partnership  generally consummates land acquisition and finishes most
of  the  site  work,  including  parking  lots,  utilities,   zoning  and  other
developmental work, in the first phase.

The Operating  Partnership generally preleases 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 the Operating  Partnership  four to
six  months  from  groundbreaking  to the  opening  of the first  tenant  store.
Construction  of expansions to existing  properties  typically  takes less time,
usually between three to four months.

Capital Strategy

The  Operating  Partnership's  capital  strategy  is to  maintain  a strong  and
flexible  financial  position by: (i) maintaining a low level of leverage,  (ii)
extending  and  sequencing  debt  maturity  dates,  (iii)  managing its floating
interest rate exposure,  (iv)  maintaining  its liquidity and (v)  reinvesting a
significant  portion of its cash flow by maintaining a low  distribution  payout
ratio,  defined as annual  distributions  as a percent of funds from  operations
("FFO" - See  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations--Funds From Operations") for such year.

The Operating  Partnership has successfully  increased its distribution  each of
its first six years in existence.  At the same time,  the Operating  Partnership
continues  to have one of the lowest  payout  ratios in the REIT  industry.  The
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distribution  payout  ratio for the year ended  December  31, 1999 was 68%. As a
result, the Operating  Partnership  retained  approximately $13.3 million of its
1999 FFO.

A low  distribution  payout ratio policy  allows the  Operating  Partnership  to
retain  capital to maintain the quality of its  portfolio as well as to develop,
acquire and expand  properties  and reduce  debt.  In  addition,  the  Operating
Partnership  has provided the funding for the Company to repurchase  some of its
outstanding  common  shares and may continue to do so when the  Company's  stock
price  declines  to further  reduce the  distribution  payout  ratio and improve
earnings and FFO per share.  Proceeds required to repurchase these common shares
are funded by the Operating  Partnership in exchange for an equivalent number of
units in the Operating  Partnership held by the Company.  The Company's Board of
Directors has  authorized  the repurchase of up to $6.0 million of the Company's
common  shares,  of which $4.8 million was available for future  repurchases  at
December 31, 1999.

The  Operating  Partnership  intends to retain the  ability to raise  additional
capital,   including   additional   debt,   to  pursue   attractive   investment
opportunities  that may arise and to otherwise  act in a manner that it believes
to be in the best interest of the Operating Partnership and its unitholders. The
Operating  Partnership  maintains  revolving  lines of credit  that  provide for
unsecured  borrowings up to $100  million,  of which $11.0 million was available
for  additional  borrowings at December 31, 1999. In January 2000, the Operating
Partnership  entered  into a $20.0  million two year  unsecured  term loan.  The
proceeds were used to reduce  amounts  outstanding  under the existing  lines of
credit, the effect of which was to take the amounts available under the lines to
$31.0 million.

As a general matter, the Operating  Partnership  anticipates utilizing its lines
of credit as an interim  source of funds to acquire,  develop and expand factory
outlet  centers and repaying the credit  lines with  longer-term  debt or equity
when  management  determines that market  conditions are favorable.  Under joint
shelf registration,  the Company and the Operating Partnership could issue up to
$100 million in additional equity securities and $100 million in additional debt
securities.  With the decline in the real estate  debt and equity  markets,  the
Company and the  Operating  Partnership  may not, in the short term,  be able to
access these  markets on  favorable  terms.  Management  believes the decline is
temporary  and may utilize  these funds as the markets  improve to continue  its
external growth. In the interim, the Operating  Partnership may consider the use
of operational and developmental  joint ventures and other related strategies to
generate  additional cash funding.  The Operating  Partnership may also consider
selling  certain  properties  that  do  not  meet  the  Operating  Partnership's
long-term  investment  criteria as well as outparcels on existing  properties to
generate  capital to reinvest into other  attractive  investment  opportunities.
Based on cash  provided  by  operations,  existing  credit  facilities,  ongoing
negotiations with certain  financial  institutions and funds available under the
shelf  registration,  management  believes  that the Operating  Partnership  has
access to the  necessary  financing  to fund the  planned  capital  expenditures
during 2000.

Competition

The Operating Partnership carefully considers the degree of existing and planned
competition in a proposed area before  deciding to develop,  acquire or expand a
new center. The Operating  Partnership's 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,
management believes that the majority of the Operating  Partnership's  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,  the
Operating  Partnership's  centers  compete  only to a very  limited  extent with
traditional malls in or near metropolitan areas.

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

The Operating Partnership rents space in an office building in Greensboro, North
Carolina in which its  corporate  headquarters  is  located.  In  addition,  the
Operating Partnership rents a regional office in New York City, New York under a
lease  agreement and sublease  agreement,  respectively,  to better  service its
principal  fashion-related  tenants,  many of who are based in and  around  that
area.

The Operating  Partnership maintains offices and employee on-site managers at 25
Centers.  The  managers  closely  monitor  the  operation,  marketing  and local
relationships at each of their centers.

Insurance

Management  believes  that the Centers are covered by adequate  fire,  flood and
property  insurance  provided  by  reputable  companies  and  with  commercially
reasonable deductibles and limits.

Employees

As of March 1, 2000,  the Operating  Partnership  had 150  full-time  employees,
located at the Operating Partnership's corporate headquarters in North Carolina,
its regional office in New York and its 25 business offices.

Item 2.   Business and Properties

As of March 1, 2000,  the  Operating  Partnership's  portfolio  consisted  of 31
Centers located in 22 states. The Operating  Partnership's Centers range in size
from 11,000 to 716,529  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.

The  Operating  Partnership  believes  that the  Centers  are  well  diversified
geographically  and by  tenant  and that it is not  dependent  upon  any  single
property  or  tenant.  The only  Center  that  represents  more  than 10% of the
Operating  Partnership's  total assets or gross  revenues as of and for the year
ended  December 31, 1999 is the property in  Riverhead,  NY. See  "Business  and
Properties - Significant Property". No other Center represented more than 10% of
the Operating  Partnership's  total assets or gross  revenues as of December 31,
1999.

Management has 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 the Operating  Partnership's Centers serve as collateral for mortgage
notes  payable.  Of the 31  Centers,  the  Operating  Partnership  owns the land
underlying 28 and has ground leases on three. The land on which the Pigeon Forge
and  Sevierville  Centers are located are  subject to  long-term  ground  leases
expiring  in 2086  and  2046,  respectively.  The  land on  which  the  original
Riverhead Center is located, approximately 47 acres, is also subject to a ground
lease with an initial term  expiring in 2004,  with renewal at the option of the
Operating  Partnership for up to seven  additional terms of five years each. The
land  on  which  the   Riverhead   Center   expansion  is  located,   containing
approximately 43 acres, is owned by the Operating Partnership.
                                       7
<PAGE>
The term of the Operating Partnership's typical tenant lease ranges from five to
ten 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.
<TABLE>
<CAPTION>

Location of Centers (as of March 1, 2000)
                                                            Number of         GLA             %
State                                                        Centers       (sq. ft.)        of GLA
---------------------------------------------------------- ------------- -------------- ---------------
<S>                                                             <C>            <C>            <C>
Georgia                                                         4              950,590        18
New York                                                        1              716,529        14
Tennessee                                                       2              434,350         8
Texas                                                           2              414,830         8
Florida                                                         2              363,956         7
Missouri                                                        1              277,494         5
Iowa                                                            1              277,237         5
Louisiana                                                       1              245,325         5
Pennsylvania                                                    1              230,063         4
Arizona                                                         1              186,018         4
North Carolina                                                  2              187,910         4
Indiana                                                         1              141,051         3
Minnesota                                                       1              134,480         3
Michigan                                                        1              112,120         2
California                                                      1              105,950         2
Oregon                                                          1               97,749         2
Kansas                                                          1               88,200         2
Maine                                                           2               84,397         2
Alabama                                                         1               80,730         1
New Hampshire                                                   2               61,915         1
West Virginia                                                   1               49,252       ---
Massachusetts                                                   1               23,417       ---
---------------------------------------------------------- ------------- -------------- ---------------
   Total                                                       31            5,263,563       100
========================================================== ============= ============== ===============
</TABLE>
                                       8
<PAGE>
The table set forth below  summarizes  certain  information  with respect to the
Operating Partnership's existing centers as of March 1, 2000.
<TABLE>
<CAPTION>
                                                                                               Mortgage
                                                                                                 Debt
                                                                   GLA              %        Outstanding           Fee or
Date Opened                         Location                    (sq. ft.)        Occupied    (000's) (5)        Ground Lease
------------------- ------------------------------------------ ----------- ---- ----------- --------------- ---------------------
<S>   <C>                                                          <C>              <C>          <C>               <C>
Jun.  1986          Kittery I, ME                                  59,694           100          $6,634            Fee
Mar.  1987          Clover, North Conway, NH                       11,000           100             ---            Fee
Nov.  1987          Martinsburg, WV                                49,252            86             ---            Fee
Apr.  1988          LL Bean, North Conway, NH                      50,915            92             ---            Fee
Jul.  1988          Pigeon Forge, TN                               94,750            95             ---       Ground Lease
Aug.  1988          Boaz, AL                                       80,730           100             ---            Fee
Jun.  1988          Kittery II, ME                                 24,703           100             ---            Fee
Jul.  1989          Commerce, GA                                  185,750            98           9,460            Fee
Oct.  1989          Bourne, MA                                     23,417           100             ---            Fee
Feb.  1991          West Branch, MI                               112,120            97           7,401            Fee
May   1991          Williamsburg, IA                              277,237  (1)       98          20,346            Fee
Feb.  1992          Casa Grande, AZ                               186,018            89             ---            Fee
Dec.  1992          North Branch, MN                              134,480            92             ---            Fee
Feb.  1993          Gonzales, LA                                  245,325            99             ---            Fee
May   1993          San Marcos, TX                                237,395  (2)       97          19,802            Fee
Dec.  1993          Lawrence, KS                                   88,200            68             ---            Fee
Dec.  1993          McMinnville, OR                                97,749  (3)       69             ---            Fee
Aug.  1994          Riverhead, NY                                 716,529  (7)       98             ---     Ground Lease (4)
Aug.  1994          Terrell, TX                                   177,435            88             ---            Fee
Sep.  1994          Seymour, IN                                   141,051            77             ---            Fee
Oct.  1994 (6)      Lancaster, PA                                 230,063           100          15,351            Fee
Nov.  1994          Branson, MO                                   277,494            99             ---            Fee
Nov.  1994          Locust Grove, GA                              248,854            95             ---            Fee
Jan.  1995          Barstow, CA                                   105,950            80             ---            Fee
Dec.  1995          Commerce II, GA                               342,556  (7)       98             ---            Fee
Feb.  1997 (6)      Sevierville, TN                               339,600  (7)      100             ---       Ground Lease
Sept. 1997 (6)      Blowing Rock, NC                              105,448            98             ---            Fee
Sep.  1997 (6)      Nags Head, NC                                  82,462           100             ---            Fee
Mar.  1998 (6)      Dalton, GA                                    173,430            95          11,658            Fee
Jul.  1998 (6)      Fort Meyers, FL                               198,956            98             ---            Fee
Nov.  1999 (6)      Fort Lauderdale, FL                           165,000           100                            Fee
------------------- ----------------------------------------- ------------ ---- -------- --------------- ------------------------
   Total                                                        5,263,563  (7)       95        $ 90,652
=================== ========================================= ============ ==== ======== =============== ========================
</TABLE>

(1)  GLA excludes  21,781 square foot land lease on outparcel  occupied by Pizza
     Hut.
(2)  GLA  excludes  17,400  square  foot land  lease on  outparcel  occupied  by
     Wendy's.
(3)  GLA excludes 26,030 square foot land lease to a theatre.
(4)  The  original  Riverhead  Center is subject to a ground  lease which may be
     renewed  at  the  option  of the  Operating  Partnership  for  up to  seven
     additional terms of five years each. The land on which the Riverhead Center
     expansion is located is owned by the Operating Partnership.
(5)  As of December  31,  1999.  The  weighted  average  interest  rate for debt
     outstanding at December 31, 1999 was 8.2% and the weighted average maturity
     date was December 2003.
(6)  Represents date acquired by the Operating Partnership.
(7)  GLA includes square feet of new space not yet open as of December 31, 1999,
     which  totaled  114,041  square  feet  (Riverhead  - 44,929;  Commerce II -
     19,300; Sevierville - 49,812)
--------------------------------
                                       9
<PAGE>
Lease Expirations

The  following  table  sets  forth,  as  of  March  1,  2000,   scheduled  lease
expirations,  assuming none of the tenants exercise renewal options. Most leases
are renewable for five year terms at the tenant's option.
<TABLE>
<CAPTION>
                                                                                            % of Gross
                                                                                            Annualized
                                                               Average                       Base Rent
                              No. of           Approx.        Annualized     Annualized     Represented
                              Leases             GLA          Base Rent      Base Rent      by Expiring
         Year              Expiring(1)      (sq. ft.) (1)    per sq. ft.    (000's) (2)       Leases
------------------------ ----------------- ----------------- ------------- --------------- --------------
<S>      <C>                    <C>             <C>     <C>    <C>             <C>              <C>
         2000                   116             453,000 (3)    $ 12.69         $5,748           9
         2001                   174             629,000          13.38          8,418          13
         2002                   242             884,000          15.05         13,301          20
         2003                   200             871,000          14.04         12,225          17
         2004                   210             914,000          14.82         13,547          21
         2005                    64             294,000          15.00          4,411           7
         2006                    14             105,000          14.35          1,507           2
         2007                    11              70,000          14.67          1,027           2
         2008                     9              60,000          13.93            836           1
         2009                     8              51,000          10.92            557           3
   2010 & thereafter             25             395,000           8.92          3,522           5
------------------------ ----------- ----------------------- ---------- -------------- ------------------
         Total                1,073           4,726,000        $ 13.77       $ 65,099         100
======================== =========== ======================= ========== ============== ==================
</TABLE>

(1)  Excludes  leases that have been  entered  into but which tenant has not yet
     taken possession,  vacant suites and month-to-month  leases totaling in the
     aggregate approximately 491,000 square feet.
(2)  Base rent is  defined  as the  minimum  payments  due,  excluding  periodic
     contractual fixed increases.
(3)  Excludes  221,000  square feet scheduled to expire in 2000 that had already
     renewed as of March 1, 2000.

Rental and Occupancy Rates

The following table sets forth information  regarding the expiring leases during
each of the last five calendar years.
<TABLE>
<CAPTION>
                                                                Renewed by Existing                 Re-leased to
                              Total Expiring                          Tenants                        New Tenants
                    -----------------------------------     ----------------------------     ----------------------------
                                            % of                                % of                            % of
                               GLA      Total Center                 GLA     Expiring                GLA      Expiring
     Year                (sq. ft.)           GLA               (sq. ft.)        GLA            (sq. ft.)         GLA
----------------    ---------------    ----------------     -------------    -----------     ------------    ------------
<S>  <C>                   <C>                 <C>               <C>               <C>            <C>              <C>
     1999                  715,197             14                606,450           85             22,882           3
     1998                  548,504             11                407,837           74             38,526           7
     1997                  238,250              5                195,380           82             18,600           8
     1996                  149,689              4                134,639           90             15,050          10
     1995                   93,650              3                 91,250           97              2,400           3
</TABLE>



                                       10
<PAGE>
The following table sets forth the average base rental rate increases per square
foot upon re-leasing  stores that were turned over or renewed during each of the
last five calendar years.
<TABLE>
<CAPTION>

                          Renewals of Existing Leases                             Stores Re-leased to New Tenants (1)
              ----------------------------------------------------      ------------------------------------------------------
                                Average Annualized Base Rents                             Average Annualized Base Rents
                                       ($ per sq. ft.)                                           ($ per sq. ft.)
                            --------------------------------------                   ----------------------------------------

                  GLA                                        %            GLA
  Year        (sq. ft.)      Expiring        New        Increase       (sq. ft.)      Expiring         New         % Change
---------     ----------    -----------    ---------    ----------     ----------    -----------     ---------     ----------
<S>            <C>           <C>           <C>                          <C>           <C>             <C>              <C>
  1999         606,450       $ 14.36       $ 14.36         --           240,851       $ 15.51         $ 16.57          7
  1998         407,387         13.83         14.07          2           220,890         15.33           13.87         (9)
  1997         195,380         14.21         14.41          1           171,421         14.59           13.42         (8)
  1996         134,639         12.44         14.02         13            78,268         14.40           14.99          4
  1995          91,250         11.54         13.03         13            59,455         13.64           14.80          9
---------------------
</TABLE>

(1)  The square footage released to new tenants for 1999, 1998, 1997, 1996 and
     1995  contains  22,882,  38,526,  18,600,  15,050  and 2,400  square  feet,
     respectively,  that was  released  to new  tenants  upon  expiration  of an
     existing lease during the current year.

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

                                       Average                GLA Open at                                  Aggregate
                    %              Annualized Base            End of Each            Number of            Percentage
   Year         Leased(1)       Rent per sq. ft. (2)             Year                 Centers            Rents (000's)
------------    -----------    ------------------------    ------------------     -----------------     ----------------
<S>                 <C>                <C>                     <C>                       <C>                <C>
   1999             97                 $ 13.85                 5,149,000                 31                 $ 3,141
   1998             97                   13.88                 5,011,000                 31                   3,087
   1997             98                   14.04                 4,458,000                 30                   2,637
   1996             99                   13.89                 3,739,000                 27                   2,017
   1995             99                   13.92                 3,507,000                 27                   2,068
---------------------
</TABLE>
(1)  As of December 31st of each year shown.
(2)  Represents total base rental revenue divided by Weighted Average GLA of the
     portfolio,  which amount does not take into  consideration  fluctuations in
     occupancy throughout the year.

Occupancy Costs

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

                                     Occupancy Costs as a
                Year                   % of Tenant Sales
    ------------------------------ --------------------------
<S>             <C>                            <C>
                1999                           7.8
                1998                           7.9
                1997                           8.2
                1996                           8.7
                1995                           8.5
</TABLE>



                                       11
<PAGE>
Tenants

The following table sets forth certain information with respect to the Operating
Partnership's ten largest tenants and their store concepts as of March 1, 2000.
<TABLE>
<CAPTION>

                                                                        Number         GLA            % of Total
Tenant                                                                of Stores     (sq. ft.)          GLA open
-------------------------------------------------------------------- ------------- ------------- ---------------------
Liz Claiborne, Inc.:
<S>                                                                       <C>         <C>               <C>
     Liz Claiborne                                                        28          291,368           5.7
     Elizabeth                                                             8           29,284           0.5
     DKNY Jeans                                                            4            8,820           0.2
     Dana Buchman                                                          3            6,600           0.1
     Claiborne Mens                                                        2            3,100           0.1
                                                                     -------- ---------------- -----------------------
                                                                          45          339,172           6.6

Phillips-Van Heusen Corporation:
     Bass                                                                 21          139,553           2.7
     Van Heusen                                                           20           85,156           1.7
     Geoffrey Beene Co. Store                                             11           45,680           0.9
     Izod                                                                 14           31,217           0.6
                                                                     -------- ---------------- -----------------------
                                                                          66          301,606           5.9

Reebok International, Ltd.                                                24          172,161           3.3

Bass Pro Outdoor World                                                     1          165,000           3.2

The Gap, Inc.
     GAP                                                                  12          101,387           2.0
     Banana Republic                                                       4           31,323           0.6
     Old Navy                                                              2           30,000           0.5
                                                                     -------- ---------------- -----------------------
                                                                          18          162,710           3.1

Sara Lee Corporation:
     L'eggs, Hanes, Bali                                                  25          108,809           2.1
     Coach                                                                11           26,561           0.5
     Socks Galore                                                          7            8,680           0.2
                                                                     -------- ---------------- -----------------------
                                                                          43          144,050           2.8

Dress Barn Inc.                                                           16          112,328           2.2

American Commercial, Inc.:
     Mikasa Factory Store                                                 12           98,000           1.9

Corning Revere                                                            21           97,931           1.9

Brown Group Retail, Inc.:
     Factory Brand Shores                                                 15           76,880           1.5
     Naturalizer                                                           8           20,475           0.4
                                                                     -------- ---------------- -----------------------
                                                                          23           97,355           1.9

-------------------------------------------------------------------- -------- ---------------- -----------------------
Total of all tenants listed in table                                     269        1,690,313          32.8
==================================================================== ======== ================ =======================
</TABLE>


                                       12
<PAGE>
Significant Property

The Center in  Riverhead,  New York is the Operating  Partnership's  only Center
that  comprises more than 10% of total assets or total  revenues.  The Riverhead
Center  was  originally  constructed  in 1994.  Upon  completion  of  expansions
currently  underway  totaling  approximately  44,929 square feet,  the Riverhead
Center will total 716,529 square feet.

Tenants at the Riverhead Center principally conduct retail sales operations. The
occupancy rate as of the end of 1999, 1998 and 1997,  excluding expansions under
construction,  was 99%, 97% and 99%. Average annualized base rental rates during
1999, 1998, and 1997 were $19.15, $18.89, and $18.65 per weighted average GLA.

Depreciation on the Riverhead Center is recognized on a straight-line basis over
33.33 years,  resulting in a  depreciation  rate of 3% per year. At December 31,
1999, the net federal tax basis of this Center was approximately  $83.3 million.
Real estate taxes  assessed on this Center during 1999 amounted to $2.4 million.
Real estate taxes for 2000 are estimated to be approximately $2.5 million.

The following table sets forth, as of March 1, 2000, scheduled lease expirations
at the  Riverhead  Center  assuming  that none of the tenants  exercise  renewal
options:
<TABLE>
<CAPTION>
                                                                                                         % of Gross
                                                                                                         Annualized
                                                                                                          Base Rent
                                 No. of                            Annualized        Annualized          Represented
                                 Leases             GLA             Base Rent         Base Rent          by Expiring
Year                          Expiring (1)     (sq. ft.) (1)       per sq. ft.        (000) (2)            Leases
--------------------------- ----------------- ----------------- ------------------ ---------------- ----------------
<S>                                 <C>              <C>               <C>              <C>                  <C>
2000                                4                28,985            $ 18.18          $  527               4
2001                                7                36,000              18.64             671               5
2002                               62               206,724              21.43           4,431              35
2003                               21                86,170              18.86           1,625              13
2004                               41               175,015              19.22           3,363              27
2005                                6                21,410              24.71             529               4
2006                                1                 1,600              35.00              56               1
2007                                4                22,060              17.23             380               3
2008                                1                 7,500              18.00             135               1
2009                                1                 3,000              25.00              75               1
2010 and thereafter                 5                73,000               9.95             726               6
---------------------------- --------- --------------------- ------------------ --------------- --------------------
Total                             153               661,464            $ 18.92        $ 12,518             100
============================ ========= ===================== ================== =============== ====================
</TABLE>
(1)  Excludes  leases that have been entered into but which tenant has not taken
     possession, vacant suites and month-to-month leases.

(2)  Base rent is  defined  as the  minimum  payments  due,  excluding  periodic
     contractual fixed increases.

Item 3.  Legal Proceedings

The Operating  Partnership is subject to legal  proceedings and claims that have
arisen  in the  ordinary  course  of its  business  and have  not  been  finally
adjudicated.  In managements'  opinion, the ultimate resolution of these matters
will  have  no  material  effect  on  the  Operating  Partnership's  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, 1999.
                                       13
<PAGE>
                        EXECUTIVE OFFICERS OF THE COMPANY

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

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

Stanley K. Tanger...........76 Founder, Chairman of the Board of Directors and
                                   Chief Executive Officer

Steven B. Tanger............51  Director, President and Chief Operating Officer
Rochelle G. Simpson ........61  Secretary and Executive Vice President -
                                   Administration and Finance
Willard A. Chafin, Jr.......62  Executive    Vice    President   -   Leasing,
                                   Site Selection, Operations and Marketing
Frank C. Marchisello, Jr....41  Senior Vice President - Chief Financial Officer
Joseph H. Nehmen............51  Senior Vice President - Operations
Virginia R. Summerell.......41  Treasurer and Assistant Secretary
C. Randy Warren, Jr.........35  Senior Vice President - Leasing
Carrie A. Warren............37  Vice President - Marketing
Kevin M. Dillon.............41  Vice President - Construction

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

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

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

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

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

     Frank C. Marchisello,  Jr. Mr.  Marchisello was named Senior Vice President
and Chief  Financial  Officer in January 1999.  He was named Vice  President and
Chief  Financial  Officer  in  November  1994.  Previously,  he  served as Chief
Accounting  Officer  since  joining  the Company in January  1993 and  Assistant
Treasurer  since  February  1994.  He was  employed by  Gilliam,  Coble & Moser,
                                       14
<PAGE>
certified public accountants,  from 1981 to 1992, the last six years of which he
was a  partner  of the firm in  charge  of  various  real  estate  clients.  Mr.
Marchisello is a graduate of the University of North Carolina at Chapel Hill and
is a certified public accountant.

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

     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.

     C. Randy Warren,  Jr. Mr. Warren was named Senior Vice President of Leasing
in January  1999.  He joined the Company in November  1995 as Vice  President of
Leasing.  He was previously  director of anchor  leasing at Prime Retail,  L.P.,
where he managed anchor tenant  relations and  negotiation on a national  basis.
Prior to that, he worked as a leasing executive for the company. Before entering
the  outlet  industry,  he  was  founder  of  Preston  Partners,  a  development
consulting  firm in  Baltimore,  MD. Mr.  Warren is a graduate  of Towson  State
University  and holds an MBA from Loyola  College.  Mr. Warren is the husband of
Ms. Carrie A. Warren.

     Carrie A.  Warren.  Ms.  Warren was named Vice  President  -  Marketing  in
September 1996. Previously,  she held the position of 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 and is the wife of Mr. C. Randy
Warren, Jr.

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

                                     PART II

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

There is no established  public  trading market for the Operating  Partnership's
units. As of December 31, 1999, the Company's  wholly-owned  subsidiaries  owned
7,876,835  Units,  and  85,270  Preferred  Units  (which  are  convertible  into
approximately  795,309 limited partnership Units) and TFLP owned 3,033,305 Units
as a limited partner.

The Operating  Partnership made  distributions  per partnership unit during 1999
and 1998 as follows:
<TABLE>
<CAPTION>

  1999                                       1999              1998
  ----------------------------------- --------------- --------------------
<S>                                        <C>                <C>
  First Quarter                            $ .600             $ .55
  Second Quarter                             .605               .60
  Third Quarter                              .605               .60
  Fourth Quarter                             .605               .60
  ----------------------------------- ------------------ -----------------
  Year 1999                               $ 2.415            $ 2.35
  ----------------------------------- ------------------ -----------------
</TABLE>
Certain of the  Operating  Partnership's  debt  agreements  limit the payment of
distributions  such that  distributions  shall not exceed FFO, as defined in the
agreements,  for the prior  fiscal  year on an  annual  basis or 95% of FFO on a
cumulative basis. Based on continuing  favorable  operations and available funds
from operations,  the Operating  Partnership  intends to continue to pay regular
quarterly distributions.
                                       15
<PAGE>
<TABLE>
<CAPTION>


Item 6.  Selected Financial Data

                                                1999          1998          1997         1996           1995
------------------------------------------ ------------- ------------- ------------ ------------- -------------
                                                     (In thousands, except per unit and center data)
OPERATING DATA

<S>                                        <C>           <C>           <C>          <C>           <C>
  Total revenues                           $   104,016   $    97,766   $    85,271  $    75,500   $    68,604
  Income before extraordinary item              21,211        16,103        17,583       16,177        15,352
  Net income                                    20,866        15,643        17,583       15,346        15,352

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

UNIT DATA
  Basic:
     Income before extraordinary item      $      1.77   $      1.30   $      1.57  $      1.46   $      1.36
     Net income                            $      1.74   $      1.26   $      1.57  $      1.37   $      1.36
     Weighted average units                     10,894        10,919        10,061        9,435         9,128
  Diluted:
     Income before extraordinary item      $      1.74   $      1.28   $      1.55  $      1.46   $      1.36
     Net income                            $      1.74   $      1.24   $      1.55  $      1.37   $      1.36
     Weighted average units                     10,904        11,040        10,171        9,441         9,129
  Distributions paid                       $      2.42   $      2.35   $      2.17  $      2.06   $      1.96

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

BALANCE SHEET DATA

  Real estate assets, before depreciation  $   566,216   $   529,247   $   454,708  $   358,361   $   325,881
  Total assets                                 489,851       471,568       415,578      331,954       314,947
  Long term debt                               329,647       302,485       229,050      178,004       156,749
  Partners' equity                             141,054       149,363       160,525      136,256       142,397

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

OTHER DATA

  EBITDA (1)                               $    70,274   $    60,285   $    52,857  $    46,633   $    41,058
  Funds from operations (1)                $    41,673   $    39,748   $    35,840  $    32,313   $    29,597
  Cash flows provided by (used in):
     Operating activities                  $    43,169   $    35,791   $    39,232  $    38,031   $    32,455
     Investing activities                  $   (45,959)  $   (79,236)  $   (93,636) $   (36,401)  $   (44,788)
     Financing activities                  $    (3,043)  $    46,172   $    55,444  $    (4,176)  $    13,802
  Gross leasable area open at year end           5,149         5,011         4,458        3,739         3,507
  Number of centers                                 31            31            30           27            27
-----------------------
</TABLE>
(1)  EBITDA and Funds from  Operations  ("FFO")  are widely  accepted  financial
     indicators  used by certain  investors  and analysts to analyze and compare
     companies on the basis of operating performance. EBITDA represents earnings
     before interest expense, income taxes, depreciation and amortization. Funds
     from  operations  is defined as net income  (loss),  computed in accordance
     with generally accepted accounting  principles,  before extraordinary items
     and  gains  (losses)  on sale of  depreciable  operating  properties,  plus
     depreciation  and  amortization  uniquely  significant to real estate.  The
     Operating  Partnership cautions that the calculations of EBITDA and FFO may
     vary from entity to entity and as such the  presentation  of EBITDA and FFO
     by the  Operating  Partnership  may not be  comparable  to other  similarly
     titled  measures  of  other  reporting  companies.  EBITDA  and FFO are not
     intended to  represent  cash flows for the period.  EBITDA and FFO have not
     been  presented as an  alternative  to operating  income as an indicator of
     operating  performance,  and should not be  considered in isolation or as a
     substitute  for  measures  of  performance   prepared  in  accordance  with
     generally accepted accounting principles.
                                       16
<PAGE>

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

The  following  discussion  should  be read in  conjunction  with the  financial
statements appearing elsewhere in this report. Historical results and percentage
relationships set forth in the statements of operations,  including trends which
might appear, are not necessarily indicative of future operations.

The discussion of the Operating  Partnership's results of operations reported in
the  statements  of  operations  compares the years ended  December 31, 1999 and
1998,  as well as December 31, 1998 and 1997.  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.  The Operating  Partnership intends
such forward-looking  statements to be covered by the safe harbor provisions for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995 and included  this  statement  for  purposes of  complying  with these safe
harbor  provisions.  Forward-looking  statements,  which  are  based on  certain
assumptions  and describe our future plans,  strategies  and  expectations,  are
generally  identifiable  by use  of the  words  `believe',  `expect',  `intend',
`anticipate', `estimate', `project', or similar expressions. You should not rely
on  forward-looking  statements  since they  involve  known and  unknown  risks,
uncertainties and other factors which are, in some cases, beyond our control and
which could materially  affect our actual results,  performance or achievements.
Factors  which may  cause  actual  results  to differ  materially  from  current
expectations include, but are not limited to, the following:

o        general  economic  and local real estate  conditions  could change (for
         example, our tenant's business may change if the economy changes, which
         might effect (1) the amount of rent they pay us or their ability to pay
         rent to us, (2) their demand for new space, or (3) our ability to renew
         or re-lease a significant amount of available space on favorable terms;

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

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

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

General Overview

At December 31, 1999,  the Operating  Partnership  owned 31 centers in 22 states
totaling  5,149,000  square feet of  operating  GLA compared to 31 centers in 23
states totaling  5,011,000 square feet of operating GLA as of December 31, 1998.
The 138,000 net increase in GLA is comprised primarily of an increase of 176,000
square feet due to  expansions  in five  existing  centers  during the year,  an
increase of 165,000 square feet due the acquisition of Bass Pro Outdoor World in
Fort  Lauderdale,  Florida  and a  decrease  of 198,000  square  feet due to the
tornado  destruction  of the  center  in  Stroud,  Oklahoma.  In  addition,  the
Operating  Partnership has approximately  114,000 square feet of expansion space
under  construction  in three  centers,  which are  scheduled to open during the
first six months of 2000.

During 1998, the Operating  Partnership  added a total of 569,000 square feet to
its portfolio  including:  Dalton Factory Stores,  a 173,000 square foot factory
outlet center located in Dalton,  GA,  acquired in March 1998;  Sanibel  Factory
Stores,  a 186,000 square foot factory outlet center located in Fort Myers,  FL,
acquired in July 1998;  and  210,000  square  feet of  expansions  in 5 existing
centers.  Also during 1998, the Operating  Partnership completed the sale of its
8,000 square foot, single tenant property in Manchester, VT for $1.85 million.

The center in  Stroud,  Oklahoma  was  destroyed  by a tornado  in May 1999.  At
December 31, 1999, the Operating  Partnership  had recorded a receivable of $4.2
million  from the  Operating  Partnership's  property  insurance  carrier.  This
amount, which was collected in January 2000, represents the unpaid portion of an
insurance  settlement of $13.4 million related to the loss of the Stroud center.
                                       17
<PAGE>
Approximately  $1.9  million of the  settlement  proceeds  represented  business
interruption  insurance.  The business interruption proceeds are being amortized
to other income over a period of fourteen months.  The  unrecognized  portion of
the business  interruption  proceeds at December 31, 1999 totaled $985,200.  The
remaining  portion of the settlement,  net of related  expenses,  was considered
replacement  proceeds for the portion of the center that was totally  destroyed.
As a result,  the  Operating  Partnership  recognized a gain on disposal of $4.1
million during 1999. The remaining  carrying value for this property consists of
land and related site work totaling $1.7 million.

A summary of the operating  results for the years ended December 31, 1999,  1998
and 1997 is presented in the following table, expressed in amounts calculated on
a weighted average GLA basis.
<TABLE>
<CAPTION>
                                                                                 1999            1998            1997
----------------------------------------------------------------------- -------------- --------------- ---------------
<S>                       <C>                                                   <C>             <C>             <C>
GLA open at end of period (000's)                                               5,149           5,011           4,458
Weighted average GLA (000's) (1)                                                4,996           4,768           4,046
Outlet centers in operation                                                        31              31              30
New centers acquired                                                                1               2               3
Centers disposed of or sold                                                         1               1             ---
Centers expanded                                                                    5               1               5
States operated in at end of period                                                22              23              23
Occupancy percentage at end of period                                              97              97              98

   Per square foot
Revenues
   Base rentals                                                                $13.85          $13.88          $14.04
   Percentage rentals                                                             .63             .65             .65
   Expense reimbursements                                                        5.59            5.63            6.10
   Other income                                                                   .76             .34             .29
----------------------------------------------------------------------- -------------- --------------- ---------------
     Total revenues                                                             20.83           20.50           21.08
----------------------------------------------------------------------- -------------- --------------- ---------------
Expenses
   Property operating                                                            6.12            6.10            6.49
   General and administrative                                                    1.46            1.40            1.52
   Interest                                                                      4.85            4.62            4.16
   Depreciation and amortization                                                 4.97            4.65            4.56
----------------------------------------------------------------------- -------------- --------------- ---------------
     Total expenses                                                             17.40           16.77           16.73
----------------------------------------------------------------------- -------------- --------------- ---------------
Income before gain on disposal or sale of real estate
   and extraordinary item                                                      $ 3.43          $ 3.73          $ 4.35
----------------------------------------------------------------------- -------------- --------------- ---------------
</TABLE>
(1) GLA weighted by months of operations.  GLA is not adjusted for fluctuations
in occupancy that may occur subsequent to the original opening date.

Results of Operations

1999 Compared to 1998

Base rentals increased $3.0 million,  or 5%, in the 1999 period when compared to
the same period in 1998.  The increase is primarily  due to the effect of a full
year of rent in 1999 from the  centers  acquired  on March 31, 1998 and July 31,
1998 as well as the expansions  mentioned in the Overview  above,  offset by the
loss of rent from the center in Stroud, Oklahoma. Base rent per weighted average
GLA decreased  $.03 per foot due to the  portfolio of properties  having a lower
overall  average  occupancy  rate  during 1999  compared to 1998.  Base rent per
square foot, however,  was favorably impacted during the year due to the loss of
the Stroud  center that had a lower  average  base rent per square foot than the
portfolio average.

Percentage  rentals,  which represent revenues based on a percentage of tenants'
sales volume above predetermined levels (the "breakpoint"), increased by $54,000
and on a weighted  average  GLA basis,  decreased  $.02 per square  foot in 1999
compared to 1998.  For the year ended  December  31, 1999,  reported  same-store
sales, defined as the weighted average sales per square foot reported by tenants
for stores open since January 1, 1998, were down  approximately  1% with that of
the previous  year.  However,  same-space  sales for the year ended December 31,
1999  actually  increased  5% to  $261  per  square  foot  due to the  Operating
Partnership's efforts to re-merchandise selected centers by replacing low volume
tenants with high volume tenants.
                                       18
<PAGE>
Expense reimbursements, which represent the contractual recovery from tenants of
certain  common  area  maintenance,   insurance,   property  tax,   promotional,
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  to 91% in 1999  from 92% in 1998  primarily  as a  result  of a lower
average occupancy rate in the 1999 period compared to the 1998 period.

Other income increased $2.1 million in 1999 as compared to 1998. The increase is
primarily due to gains on sale of out parcels of land totaling  $687,000  during
1999  as  well  as to the  recognition  of  $880,000  of  business  interruption
insurance proceeds relating to the Stroud center.

Property  operating  expenses  increased  by  $1.5  million,  or 5%,  in 1999 as
compared to 1998. On a weighted average GLA basis,  property  operating expenses
increased slightly from $6.10 to $6.12 per square foot. Higher real estate taxes
per square foot were offset by decreases in advertising  and promotion  expenses
per square foot and lower common area maintenance expenses per square foot.

General  and  administrative  expenses  increased  $629,000,  or 9%,  in 1999 as
compared to 1998.  As a  percentage  of  revenues,  general  and  administrative
expenses  were  approximately  7.0% of revenues  in 1999 and 6.8% in 1998.  On a
weighted average GLA basis,  general and administrative  expenses increased $.06
per square foot from $1.40 in 1998 to $1.46 in 1999. The increase in general and
administrative expenses per square foot reflects the rental and related expenses
for the new corporate office space to which the Operating  Partnership relocated
its corporate headquarters in April 1999.

Interest  expense  increased $2.2 million during 1999 as compared to 1998 due to
financing  the 1998  acquisitions  and the 1998  and 1999  expansions.  However,
interest expense was favorably  impacted by the insurance proceeds received from
the loss of the Stroud center that were used to immediately  reduce  outstanding
amounts  under the Operating  Partnership's  lines of credit.  Depreciation  and
amortization  per weighted  average GLA increased  from $4.65 per square foot in
1998 to $4.97 per square  foot in the 1999  period due to a higher mix of tenant
finishing   allowances   included  in  buildings  and  improvements   which  are
depreciated over shorter lives (i.e.,  over lives generally ranging from 3 to 10
years as opposed to other  construction  costs which are depreciated  over lives
ranging from 15 to 33 years.)

The gain on  disposal  of real  estate  during  1999  represents  the  amount of
insurance  proceeds from the loss of the Stroud center in excess of the carrying
amount for the portion of the related assets destroyed by the tornado.  The gain
on sale of real  estate  during  1998 is due  primarily  to the sale of an 8,000
square foot, single tenant property in Manchester, VT.

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

1998 Compared to 1997

Base rentals  increased $9.4 million,  or 17%, in 1998 when compared to the same
period in 1997  primarily  as a result of the 18%  increase in weighted  average
GLA. The increase in weighted  average GLA is due primarily to the  acquisitions
in October 1997 (180,000  square feet),  March 1998 (173,000  square feet),  and
July 1998 (186,000 square feet),  as well as expansions  completed in the fourth
quarter  of 1997 and first  quarter  1998.  The  decrease  in base  rentals  per
weighted average GLA of $.16 in 1998 compared to 1997 reflects (1) the impact of
these  acquisitions which collectively have a lower average base rental rate per
square foot and (2) lower average occupancy rates in 1998 compared to 1997. Base
rentals per weighted average GLA, excluding these acquisitions,  during the 1998
period decreased $.08 per square foot to $13.96.

Percentage rentals increased  $450,000,  or 17%, in 1998 compared to 1997 due to
the acquisitions and expansions  completed in 1997. Same store sales, defined as
the weighted  average  sales per square foot reported for tenant stores open all
of 1998 and 1997, decreased 2.7% to approximately $242 per square foot.

Expense reimbursements, which represent the contractual recovery from tenants of
certain  common area  maintenance,  insurance,  property  tax,  promotional  and
advertising and management expenses generally  fluctuates  consistently with the
reimbursable   property  operating   expenses  to  which  it  relates.   Expense
reimbursements,  expressed  as a  percentage  of  property  operating  expenses,
decreased  from 94% in 1997 to 92% in 1998 primarily as a result of the decrease
in occupancy.
                                       19
<PAGE>
Property  operating  expenses  increased  by $2.8  million,  or 11%,  in 1998 as
compared to 1997. On a weighted average GLA basis,  property  operating expenses
decreased from $6.49 to $6.10 per square foot.  Higher  expenses for real estate
taxes per square foot were offset by decreases in advertising  and promotion and
common area  maintenance  expenses  per square  foot.  The  decrease in property
operating expenses per square foot is also attributable to the acquisitions that
collectively have a lower average operating cost per square foot.  Excluding the
acquisitions,  property  operating  expenses  during  1998 were $6.19 per square
foot.

General and administrative expenses increased $524,000 in 1998 compared to 1997.
As a percentage of revenues,  general and administrative expenses decreased from
7.2% in 1997 to 6.8% in 1998.  On a  weighted  average  GLA basis,  general  and
administrative  expenses  decreased  $.12  per  square  foot to  $1.40  in 1998,
reflecting the absorption of the  acquisitions in 1997 and 1998 without relative
increases in general and administrative expenses.

Interest  expense  increased $5.2 million during 1998 as compared to 1997 due to
higher average borrowings outstanding during the period and due to less interest
capitalized  during  1998 as a result  of a  decrease  in  ongoing  construction
activity  during  1998  compared  to 1997.  Average  borrowings  have  increased
principally to finance the  acquisitions and expansions to existing centers (see
"General  Overview"  above).  Depreciation and amortization per weighted average
GLA increased from $4.56 per square foot to $4.65 per square foot.

The asset  write-down  of $2.7  million  in 1998  represents  the  write-off  of
pre-development  costs capitalized for certain projects,  primarily the Romulus,
MI project, which were discontinued and terminated during the year.

The gain on sale of real estate for 1998  represents the sale of an 8,000 square
foot, single tenant property in Manchester, VT for $1.85 million and the sale of
three  outparcels at other centers for sales prices  aggregating  $940,000.  The
extraordinary  item in 1998  represents  a  write-off  of  unamortized  deferred
financing costs due to the termination of a $50 million secured line of credit.

Liquidity and Capital Resources

Net cash provided by operating activities was $43.2, $35.8 and $39.2 million for
the years ended December 31, 1999, 1998 and 1997, respectively.  The increase in
cash provided by operating  activities in 1999 compared to 1998 is primarily due
to  increases  in  operating  income  from the 1998  and 1999  acquisitions  and
expansions  and  increases in accounts  payable.  Net cash provided by operating
activities  decreased  $3.4  million in 1998  compared to 1997 as  decreases  in
accounts  payable  offset the  increases in  operating  income  associated  with
acquired or expanded centers.  Net cash used in investing activities amounted to
$46.0,  $79.2, and $93.6 million during 1999, 1998 and 1997,  respectively,  and
reflects the  fluctuation in construction  and acquisition  activity during each
year. Net cash used in investing  activities  also decreased in 1999 compared to
1998 due to approximately  $6.5 million in net insurance  proceeds received from
the loss of the Stroud center.  Cash provided by (used in) financing  activities
of $(3.0), $46.2, and $55.4 in 1999, 1998 and 1997, respectively, has fluctuated
consistently  with the  capital  needed  to fund  the  current  development  and
acquisition  activity and reflects  increases in distributions  paid during both
1999 and 1998. In 1999,  net cash provided by financing  activities  was further
reduced by  $958,000  paid to the  Company to  purchase  and retire  some of the
Company's  common  shares and $1.0 million paid in deferred  financing  costs to
refinance its 8.92% notes during 1999.

During 1999, the Operating  Partnership added approximately  176,000 square feet
of expansions in five existing centers and acquired the 165,000 square foot Bass
Pro Outdoor  World in Fort  Lauderdale,  Florida.  In  addition,  the  Operating
Partnership  has  approximately  114,000  square feet of  expansion  space under
construction in three centers,  which are scheduled to open during the first six
months of 2000.  Commitments for construction of these projects (which represent
only those costs contractually required to be paid by the Operating Partnership)
amounted to $3.0 million at December 31, 1999.

The  Operating  Partnership  also is in the  process  of  developing  plans  for
additional  expansions  and new  centers  for  completion  in 2000  and  beyond.
Currently,  the Operating  Partnership  is in the  preleasing  stage of a second
phase of the Fort Lauderdale  development  that will include 130,000 square feet
of GLA to be  developed on the 12-acre  parcel  adjacent to the Bass Pro Outdoor
World.  If the  Operating  Partnership  decides  to  develop  this  project,  it
anticipates stores in this phase to begin opening in early 2001. Based on tenant
demand,  the  Operating  Partnership  also has an option to purchase  the retail
portion of a site at the Bourne  Bridge Rotary in Cape Cod, MA where it plans to
develop a new 300,000  square foot outlet  center.  The entire site will contain
more than 950,000  square feet of mixed-use  entertainment,  retail,  office and
residential  community  built in the style of a Cape Cod Village.  The local and
                                       20
<PAGE>
state planning authorities are currently reviewing the project and the Operating
Partnership anticipates final approvals by early 2001.

These  anticipated or planned  developments  or expansions may not be started or
completed as scheduled, or may not result in accretive funds from operations. In
addition,   the  Operating   Partnership   regularly  evaluates  acquisition  or
disposition   proposals,   engages  from  time  to  time  in  negotiations   for
acquisitions  or  dispositions  and may from time to time 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
also may not be  consummated,  or if  consummated,  may not result in  accretive
funds from operations.

Other assets include a receivable  totaling $2.8 million from Stanley K. Tanger,
the Chairman of the Board and Chief Executive Officer of the Company. Mr. Tanger
and the Operating  Partnership have entered into demand note agreements  whereby
he may borrow up to $3.5 million  through  various  advances  from the Operating
Partnership for an investment in a separate  E-commerce  business  venture.  The
notes  bear  interest  at a rate of 8% per annum and are  collateralized  by Mr.
Tanger's limited partnership interest in Tanger Investments Limited Partnership.
Mr. Tanger intends to fully repay the loans.

The Operating  Partnership maintains revolving lines of credit which provide for
unsecured  borrowings up to $100  million,  of which $11.0 million was available
for  additional  borrowings  at December  31,  1999.  As a general  matter,  the
Operating  Partnership  anticipates  utilizing its lines of credit as an interim
source of funds to  acquire,  develop  and expand  factory  outlet  centers  and
repaying  the  credit  lines with  longer-term  debt or equity  when  management
determines that market conditions are favorable. Under joint shelf registration,
the  Company and the  Operating  Partnership  could issue up to $100  million in
additional  equity  securities and $100 million in additional  debt  securities.
With the decline in the real estate debt and equity markets, the Company and the
Operating  Partnership  may not,  in the short  term,  be able to  access  these
markets on favorable terms. Management believes the decline is temporary and may
utilize these funds as the markets improve to continue its external  growth.  In
the interim,  the Operating  Partnership may consider the use of operational and
developmental joint ventures and other related strategies to generate additional
capital. The Operating  Partnership may also consider selling certain properties
that do not meet the Operating  Partnership's  long-term  investment criteria as
well as outparcels on existing  properties to generate  capital to reinvest into
other attractive opportunities.  Based on cash provided by operations,  existing
credit facilities,  ongoing negotiations with certain financial institutions and
funds  available  under the shelf  registration,  management  believes  that the
Operating  Partnership has access to the necessary financing to fund the planned
capital expenditures during 2000.

During March 1999, the Operating Partnership refinanced its 8.92% notes that had
a carrying amount of $47.3 million. The refinancing reduced the interest rate to
7.875%,  increased  the loan amount to $66.5  million and  extended the maturity
date to  April  2009.  The  additional  proceeds  were  used to  reduce  amounts
outstanding  under the  revolving  lines of credit.  In addition,  the Operating
Partnership extended the maturity of all of its revolving lines of credit by one
year. The lines of credit now have maturity dates in the years 2001 and 2002.

In January 2000, the Operating Partnership entered into a $20.0 million two year
unsecured term loan with interest payable at LIBOR plus 2.25%. The proceeds were
used to reduce amounts  outstanding under the existing lines of credit.  Also in
January  2000,  the  Operating  Partnership  entered  into  interest  rate  swap
agreements on notional amounts totaling $20.0 million at a cost of $162,000. The
agreements mature in January 2002. The swap agreements have the effect of fixing
the interest rate on the new $20.0 million loan at 8.75%.

At December  31,  1999,  approximately  73% of the  outstanding  long-term  debt
represented   unsecured  borrowings  and  approximately  81%  of  the  Operating
Partnership's  real estate  portfolio  was  unencumbered.  The weighted  average
interest rate on debt outstanding on December 31, 1999 was 8.2%.

The Operating  Partnership  anticipates  that adequate cash will be available to
fund  its  operating   and   administrative   expenses,   regular  debt  service
obligations,   and  the  payment  of   distributions  in  accordance  with  REIT
requirements in both the short and long term. Although the Operating Partnership
receives  most of its  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.
Certain of the  Operating  Partnership's  debt  agreements  limit the payment of
distributions  such that  distributions  will 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 from the date of the agreement.
                                       21
<PAGE>
Market Risk

The Operating Partnership is 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.  The  Operating
Partnership does not enter into  derivatives or other financial  instruments for
trading or speculative purposes.

The Operating  Partnership  negotiates long-term fixed rate debt instruments and
enters into  interest  rate swap  agreements  to manage its exposure to interest
rate changes on its floating rate debt.  The swaps involve the exchange of fixed
and variable interest rate payments based on a contractual  principal amount and
time period.  Payments or receipts on the agreements are recorded as adjustments
to interest expense. In June 1999, the Operating Partnership terminated its only
interest  rate swap  agreement  effective  through  October 2001 with a notional
amount of $20 million. Under this agreement,  the Operating Partnership received
a  floating  interest  rate  based on the 30 day  LIBOR  index  and paid a fixed
interest  rate of  5.47%.  Upon  termination  of the  agreement,  the  Operating
Partnership received $146,000 in cash proceeds.  The proceeds have been recorded
as deferred  income and are being  amortized as a reduction to interest  expense
over the remaining  life of the original  contract  term.  In January 2000,  the
Operating Partnership entered into new interest rate swap agreements on notional
amounts totaling $20.0 million at a cost of $162,000.

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 the Operating  Partnership's  total  long-term  debt at
December 31, 1999 was $324.4  million.  A 1% increase from  prevailing  interest
rates at  December  31,  1999 would  result in a decrease in fair value of total
long-term debt by approximately  $5.0 million.  Fair values were determined from
quoted market prices, where available,  using current interest rates considering
credit ratings and the remaining terms to maturity.

Funds from Operations

Management believes that for a clear  understanding of the historical  operating
results of the Operating  Partnership,  FFO should be considered  along with net
income as presented in the audited financial  statements  included  elsewhere in
this  report.  FFO  is  presented  because  it is a  widely  accepted  financial
indicator  used by certain  investors  and  analysts  to analyze and compare one
equity  real  estate  investment  trust  ("REIT")  with  another on the basis of
operating performance.  FFO is generally defined as net income (loss),  computed
in  accordance   with   generally   accepted   accounting   principles,   before
extraordinary  items  and  gains  (losses)  on  sale  of  depreciable  operating
properties,  plus  depreciation  and amortization  uniquely  significant to real
estate. The Operating  Partnership cautions that the calculation of FFO may vary
from  entity  to entity  and as such the  presentation  of FFO by the  Operating
Partnership  may not be comparable to other  similarly  titled measures of other
reporting  companies.  FFO does not  represent  net  income  or cash  flow  from
operations as defined by generally accepted accounting principles and should not
be  considered  an  alternative  to net  income as an  indication  of  operating
performance  or to cash from  operations as a measure of  liquidity.  FFO is not
necessarily  indicative  of  cash  flows  available  to  fund  distributions  to
unitholders and other cash needs.
                                       22
<PAGE>
<TABLE>
<CAPTION>

Below is a calculation of funds from operations for the years ended December 31,
1999,  1998 and  1997 as well as  actual  cash  flow and  other  data for  those
respective years (in thousands):
                                                                        1999            1998           1997
--------------------------------------------------------------- ---------------- ------------- ---------------
Funds from Operations:
<S>                                                             <C>              <C>           <C>
Net income                                                      $     20,866     $    15,643   $    17,583
Adjusted for:
   Extraordinary item-loss on early extinguishment of debt               345             460           ---
   Depreciation and amortization uniquely significant
      to real estate                                                  24,603          21,939        18,257
   Gain on disposal or sale of real estate                            (4,141)           (994)          ---
   Asset write-down                                                      ---           2,700           ---
--------------------------------------------------------------- ---------------- ------------- ---------------
Funds from operations (1)                                       $     41,673     $    39,748   $    35,840
--------------------------------------------------------------- ---------------- ------------- ---------------

Cash flow provided by (used in):
   Operating activities                                         $     43,169     $    35,791   $    39,232
   Investing activities                                         $    (45,959)    $   (79,236)  $   (93,636)
   Financing activities                                         $     (3,043)    $    46,172   $    55,444

Weighted average units outstanding (2)                                11,697          11,844        11,000
--------------------------------------------------------------- ---------------- ------------- ---------------
</TABLE>

(1)  For the year ended December 31, 1999,  includes  $687,000 in gains on sales
     of  outparcels of land.
(2)  Assumes the preferred  units of the Operating  Partnership and unit options
     are all converted to limited partnership units.

In October  1999,  the National  Association  of Real Estate  Investment  Trusts
("NAREIT")  issued  interpretive  guidance  regarding  the  calculation  of FFO.
NAREIT's  leadership  determined  that FFO should  include  both  recurring  and
non-recurring  operating results,  except those results defined as extraordinary
items under generally accepted  accounting  principles and gains and losses from
sales of depreciable  operating property.  All REITS are encouraged to implement
the  recommendations  of this guidance effective for fiscal periods beginning in
2000 for all periods presented in financial  statements or tables. The Operating
Partnership intends to adopt the new NAREIT  clarification  beginning January 1,
2000.  Below is a  calculation  of FFO under the new  proposed  method as if the
Operating Partnership had adopted the method as of January 1, 1997.
<TABLE>
<CAPTION>

New Proposed Method                                                   1999            1998             1997
------------------------------------------------------------- -------------- ---------------- ---------------
Funds from Operations:

<S>                                                                 <C>              <C>             <C>
Net income                                                          $20,866          $15,643         $17,583
Adjusted for:
   Extraordinary item-loss on early extinguishment of debt              345              460             ---
   Depreciation and amortization uniquely significant
      to real estate                                                 24,603           21,939          18,257
   Gain on disposal or sale of real estate                           (4,141)            (994)            ---
------------------------------------------------------------- -------------- ---------------- ---------------
Funds from operations                                               $41,673          $37,048         $35,840
------------------------------------------------------------- -------------- ---------------- ---------------
</TABLE>

New Accounting Pronouncements

During  1998,  the  FASB  issued  SFAS  No.  133,   "Accounting  for  Derivative
Instruments and Hedging Activities." SFAS No. 133 requires entities to recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position and measure those  instruments  at their fair value.  In June 1999, the
FASB issued SFAS No. 137  "Accounting  for  Derivative  Instruments  and Hedging
Activities-Deferral of the Effective Date of FASB Statement No. 133-an amendment
of the FASB Statement No. 133" that revises SFAS No. 133 to become  effective in
the first quarter of 2001. Management of the Operating  Partnership  anticipates
that, due to its limited use of derivative instruments, the adoption of SFAS No.
133 will not have a significant effect on the Operating Partnership's results of
operations or its financial position.
                                       23
<PAGE>
Economic Conditions and Outlook

The majority of the Operating  Partnership's  leases contain provisions designed
to mitigate the impact of inflation.  Such  provisions  include  clauses for the
escalation  of base rent and  clauses  enabling  the  Operating  Partnership  to
receive  percentage  rentals based on tenants' gross sales (above  predetermined
levels,   which  the  Operating   Partnership  believes  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.

As part of its  strategy of  aggressively  managing  its assets,  the  Operating
Partnership is strengthening the tenant base in several of its centers by adding
strong new anchor tenants,  such as Nike, GAP, Polo, Tommy Hilfiger and Nautica.
To accomplish this goal, stores may remain vacant for a longer period of time in
order to recapture  enough space to meet the size  requirement of these upscale,
high volume tenants.  Consequently,  the Operating Partnership  anticipates that
its average occupancy level will remain strong, but may be more in line with the
industry average.

Approximately 26% of the Operating Partnership's lease portfolio is scheduled to
expire during the next two years.  Approximately 721,000 square feet of space is
up for renewal  during 2000 and  approximately  629,000 square feet will come up
for renewal in 2001. If the Operating  Partnership  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 its  results  of
operations.

Existing  tenants' sales have remained  stable and renewals by existing  tenants
have  remained  strong.  Approximately  221,000,  or  31%,  of the  square  feet
scheduled to expire in 2000 have  already been renewed by the existing  tenants.
In  addition,   the  Operating  Partnership  continues  to  attract  and  retain
additional tenants. The Operating Partnership's 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,  the  Operating  Partnership  reduces  its
operating and leasing risks. No one tenant (including  affiliates)  accounts for
more than 7% of the Operating  Partnership's combined base and percentage rental
revenues. Accordingly, management currently does not expect any material adverse
impact  on the  Operating  Partnership's  results  of  operation  and  financial
condition as a result of leases to be renewed or stores to be released.

Year 2000 Compliance

The  Operating  Partnership  did not  experience  any systems or other Year 2000
("Y2K") problems during January 2000. In 1999, the Operating  Partnership  spent
approximately  $220,000 to upgrade or replace equipment or systems  specifically
to bring them in compliance with Y2K. The Operating  Partnership is not aware of
any other significant costs to be incurred to address future Y2K problems.

There  are a  number  of  Y2K  related  items  that  may  affect  the  Operating
Partnership's  results of operations.  For example, the Operating  Partnership's
spending  patterns  or cost  relationships  may have been  affected by large Y2K
remediation  expenditures or the postponement of certain expenses. The Operating
Partnership's  revenue  patterns  may  have  been  affected  by  unusual  tenant
behavior, such as delayed openings or delayed payments of rents until after Y2K.
In addition,  some companies may have postponed Information  Technology projects
or other capital  spending in preparing for Y2K which could impact the company's
liquidity  requirements.  The Operating  Partnership  has not experienced any of
these  situations  and does not believe  that any exist  which might  materially
impact the Operating Partnership's results of operations or liquidity.

The Operating  Partnership has third-party  relationships with approximately 280
tenants  and over 8,000  suppliers  and  contractors.  Many of these third party
tenants are publicly-traded corporations and subject to disclosure requirements.
The principal risks to the Operating Partnership in its relationships with third
parties are the failure of third-party  systems used to conduct business such as
tenants being unable to stock stores with  merchandise,  use cash  registers and
pay invoices; banks being unable to process receipts and disbursements;  vendors
being  unable to supply  needed  materials  and  services  to the  centers;  and
processing of outsourced employee payroll.
                                       24
<PAGE>
The Operating  Partnership's  assessment  of major third  parties' Y2K readiness
included  sending  surveys to tenants and key suppliers of  outsourced  services
including stock transfer,  debt servicing,  banking collection and disbursement,
payroll and benefits.  The majority of the Operating  Partnership's  vendors are
small  suppliers that the Operating  Partnership  believes can manually  execute
their business and are readily replaceable. Management also believes there is no
material  risk of being unable to procure  necessary  supplies and services from
third  parties  who have not  already  indicated  that  they are  currently  Y2K
compliant.  The Operating Partnership received responses to approximately 73% of
the surveys  sent to tenants,  banks and key  suppliers.  Of the  companies  who
responded,  99% indicated they were presently, or would be by December 31, 1999,
Y2K compliant.  The Operating  Partnership is not aware of any significant third
parties who are not currently Y2K compliant.  However, there can be no assurance
that all third  parties are currently Y2K compliant and that all will be able to
continue to conduct  transactions with the Operating  Partnership  successfully.
There also can be no  assurance  that Y2K  problems  of third  parties or of the
Operating  Partnership's  own systems which did not surface in January 2000 will
not be a problem sometime in the near future.

Item 8.   Financial Statements and Supplementary Data

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

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

Not applicable.

                                    PART III

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

Item 10.  Directors and Executive Officers of the Registrant

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

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

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

Item 11.  Executive Compensation

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

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

Item 13.  Certain Relationships and Related Transactions

The  information  required  by this Item is  incorporated  by  reference  to the
Company's Proxy Statement.
                                       25
<PAGE>
                                     PART IV

Item 14.  Exhibits, Financial Statements Schedules, and Reports on Form 8-K

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

     1.  Financial Statements

         Report of Independent Accountants                          F-1
         Balance Sheets-December 31, 1999 and 1998                  F-2
         Statements of Operations-
            Years Ended December 31, 1999, 1998 and 1997            F-3
         Statements of Partners' Equity-
            For the Years Ended December 31, 1999, 1998 and 1997    F-4
         Statements of Cash Flows-
            Years Ended December 31, 1999, 1998 and 1997            F-5
          Notes to Financial Statements                             F-6 to F-14

     2.  Financial Statement Schedule

         Schedule III
            Report of Independent Accountants                       F-15
            Real Estate and Accumulated Depreciation                F-16 to F-17

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

     3.  Exhibits

     Exhibit No.                                       Description

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

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

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

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

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

     10.7     Amended and  Restated  Employment  Agreement  for  Willard  Albea
              Chafin, Jr., as of January 1, 1999. (Note 6)

     10.8     Amended and Restated  Employment  Agreement for Rochelle Simpson,
              as of January 1, 1999. (Note 6)

     10.9     Amended and Restated  Employment  Agreement for Joseph Nehmen, as
              of January 1, 1999. (Note 6)

     10.10    Amended  and   Restated   Employment   Agreement   for  Frank  C.
              Marchisello, Jr., as of January 1, 1999. (Note 8)

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

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

     10.12    Agreement Pursuant to Item  601(b)(4)(iii)(A)  of Regulation S-K.
              (Note 1)
                                       26
<PAGE>

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

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

     10.15    Form of Senior Indenture. (Note 4)

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

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

     10.17    Promissory  Notes by and  between  Stanley  K.  Tanger  and Tanger
              Properties Limited Partnewship dated
              June 25, 1999 and August 27, 1999. (Note 8)

     21.1     List of Subsidiaries. (Note 1)

     23.1     Consent of PricewaterhouseCoopers LLP.


     Notes to Exhibits:

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

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

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

     4.   Incorporated by reference to the exhibits to the Tanger Factory Outlet
          Centers, Inc.'s Current Report on Form 8-K dated March 6, 1996.

     5.   Incorporated by reference to the exhibits to the Tanger Factory Outlet
          Centers, Inc.'s Current Report on Form 8-K dated October 24, 1997.

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

     7.   Incorporated  by reference to the exhibit to the Tanger Factory Outlet
          Centers,  Inc.'s  Quarterly Report on 10-Q for the quarter ended March
          31, 1999.

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

(b)      Reports on Form 8-K  - none.
                                       27
<PAGE>
                                   SIGNATURES

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

                                   TANGER PROPERTIES LIMITED PARTNERSHIP

                                   By: Tanger GP Trust, its sole general partner

                                   By: /s/ Stanley K. Tanger

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

March 28, 2000

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

        Signature                           Title                      Date

/s/ Stanley K. Tanger           Chairman of the Board and Chief   March 28, 2000
-----------------------------   Executive Officer (Principal
Stanley K. Tanger               Executive Officer)


/s/ Steven B. Tanger            Trustee and President             March 28, 2000
-----------------------------
Steven B. Tanger

/s/ Frank C. Marchisello, Jr.   Trustee and Treasurer             March 28, 2000
-----------------------------
Frank C. Marchisello, Jr.       (Principal Financial and
                                Accounting Officer)











                                       28
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of TANGER PROPERTIES LIMITED PARTNERSHIP:

In our opinion,  the accompanying  balance sheets and the related  statements of
operations,  partners'  equity and cash flows  present  fairly,  in all material
respects,  the financial  position of Tanger Properties  Limited  Partnership at
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999, in conformity
with  accounting  principles  generally  accepted  in the United  States.  These
financial  statements  are the  responsibility  of the  Operating  Partnership's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance  with auditing  standards  generally  accepted in the United  States,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for the opinion expressed above.

                                        PricewaterhouseCoopers LLP

Greensboro, NC
January 26, 2000

                                         F - 1
<PAGE>

<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                 (In thousands)
                                                               December 31,
                                                           1999          1998
-----------------------------------------------------------------------------------

ASSETS
  Rental Property
<S>                                                      <C>           <C>
    Land                                                 $  63,045     $  53,869
    Buildings, improvements and fixtures                   484,277       458,546
    Developments under construction                         18,894        16,832
-----------------------------------------------------------------------------------
                                                           566,216       529,247
    Accumulated depreciation                              (104,511)      (84,685)
-----------------------------------------------------------------------------------
    Rental property, net                                   461,705       444,562
  Cash and cash equivalents                                    501         6,334
  Deferred charges, net                                      8,176         8,218
  Other assets                                              19,469        12,454
-----------------------------------------------------------------------------------
      Total assets                                       $ 489,851     $ 471,568
-----------------------------------------------------------------------------------

LIABILITIES AND PARTNERS' EQUITY
Liabilites
    Long-term debt
    Senior, unsecured notes                              $ 150,000     $ 150,000
    Mortgages payable                                       90,652        72,790
    Lines of credit                                         88,995        79,695
-----------------------------------------------------------------------------------
                                                           329,647       302,485
  Construction trade payables                                6,287         9,224
  Accounts payable and accrued expenses                     12,863        10,496
-----------------------------------------------------------------------------------
      Total liabilities                                    348,797       322,205
-----------------------------------------------------------------------------------
Commitments
Partners' equity
  General partner                                            1,927       128,746
  Limited partners                                         139,127        20,617
-----------------------------------------------------------------------------------
    Total partners' equity                                 141,054       149,363
-----------------------------------------------------------------------------------
      Total liabilities and partners' equity             $ 489,851     $ 471,568
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
                                        F - 2
<PAGE>
<TABLE>
<CAPTION>
                                       TANGER PROPERTIES LIMITED PARTNERSHIP
                                              STATEMENTS OF OPERATIONS
                                        (In thousands, except per unit data)
                                                                                      Year Ended December 31,
                                                                                        1999        1998        1997
---------------------------------------------------------------------------------------------------------------------

REVENUES
<S>                                                                                 <C>         <C>         <C>
  Base rentals                                                                      $ 69,180    $ 66,187    $ 56,807
  Percentage rentals                                                                   3,141       3,087       2,637
  Expense reimbursements                                                              27,910      26,852      24,665
  Other income                                                                         3,785       1,640       1,162
---------------------------------------------------------------------------------------------------------------------
       Total revenues                                                                104,016      97,766      85,271
---------------------------------------------------------------------------------------------------------------------
EXPENSES
  Property operating                                                                  30,585      29,106      26,269
  General and administrative                                                           7,298       6,669       6,145
  Interest                                                                            24,239      22,028      16,835
  Depreciation and amortization                                                       24,824      22,154      18,439
   Asset write-down                                                                      ---       2,700         ---
---------------------------------------------------------------------------------------------------------------------
       Total expenses                                                                 86,946      82,657      67,688
---------------------------------------------------------------------------------------------------------------------
Income before gain on disposal or sale of real estate,
   and extraordinary item                                                             17,070      15,109      17,583
Gain on disposal or sale of real estate                                                4,141         994         ---
---------------------------------------------------------------------------------------------------------------------
Income before extraordinary item                                                      21,211      16,103      17,583
Extraordinary item - Loss on early extinguishment of debt,                              (345)       (460)        ---
---------------------------------------------------------------------------------------------------------------------
Net income                                                                            20,866      15,643      17,583
Less applicable preferred unit distributions                                          (1,917)     (1,911)     (1,808)
---------------------------------------------------------------------------------------------------------------------
Income available to partners                                                          18,949      13,732      15,775
Income allocated to the limited partners                                              (5,278)     (3,816)     (4,756)
---------------------------------------------------------------------------------------------------------------------
Income allocated to the general partner                                             $ 13,671     $ 9,916    $ 11,019
---------------------------------------------------------------------------------------------------------------------

Basic earnings per unit:
  Income before extraordinary item                                                    $ 1.77      $ 1.30      $ 1.57
  Extraordinary item                                                                   (0.03)      (0.04)        ---
---------------------------------------------------------------------------------------------------------------------
  Net income                                                                          $ 1.74      $ 1.26      $ 1.57
---------------------------------------------------------------------------------------------------------------------

Diluted earnings per unit:
  Income before extraordinary item                                                    $ 1.77      $ 1.28      $ 1.55
  Extraordinary item                                                                   (0.03)      (0.04)        ---
---------------------------------------------------------------------------------------------------------------------
  Net income                                                                          $ 1.74      $ 1.24      $ 1.55
---------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                        F - 3
<PAGE>
<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                         STATEMENTS OF PARTNERS' EQUITY
              For the Years Ended December 31, 1999, 1998, and 1997
                        (In thousands, except unit data)
                                                        General      Limited    Total Partners'
                                                        Partner      Partners        Equity
-----------------------------------------------------------------------------------------------
<S>               <C> <C>                             <C>            <C>           <C>
Balance, December 31, 1996                            $ 110,657      $ 25,599      $ 136,256
Conversion of 15,730 preferred units
   into 141,726 partnership units                           ---           ---            ---
Issuance of 29,700 units upon exercise of unit options      703           ---            703
Issuance of 1,080,000 units to general partner in
   exchange for proceeds from a common share offering    29,241           ---         29,241
Compensation under unit Option Plan                         234           104            338
Net income                                               12,827         4,756         17,583
Preferred distributions ($19.55 per unit)                (1,789)          ---         (1,789)
Distributions to partners ($2.17 per unit)              (15,224)       (6,583)       (21,807)
-----------------------------------------------------------------------------------------------
Balance, December 31, 1997                              136,649        23,876        160,525
Conversion of 2,419 preferred units
  into 21,790 partnership units                             ---           ---            ---
Issuance of 31,880 units upon exercise of
   share and unit options                                   762           ---            762
Repurchase and retirement of 10,000
   partnership units                                       (216)          ---           (216)
Compensation under Unit Option Plan                         142            53            195
Net income                                               11,827         3,816         15,643
Preferred distributions ($21.17 per unit)                (1,894)          ---         (1,894)
Distributions to partners ($2.35 per unit)              (18,524)       (7,128)       (25,652)
-----------------------------------------------------------------------------------------------
Balance, December 31, 1998                              128,746        20,617        149,363
Conversion of 3,000 preferred units
  into 27,029 partnership units                             ---           ---            ---
Issuance of 500 units upon exercise of unit options          12           ---             12
Repurchase and retirement of 48,300
   partnership units                                       (958)          ---           (958)
Transfer of partnership interest                       (120,557)      120,557            ---
Net income                                               15,588         5,278         20,866
Preferred distributions ($21.76 per unit)                (1,918)          ---         (1,918)
Distributions to partners ($2.42 per unit)              (18,986)       (7,325)       (26,311)
-----------------------------------------------------------------------------------------------
Balance, December 31, 1999                              $ 1,927     $ 139,127      $ 141,054
-----------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.

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


                     TANGER PROPERTIES LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
                                (In thousands)
                                                                                          Year Ended December 31,
                                                                                       1999        1998        1997
---------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                 <C>          <C>         <C>
  Net income                                                                        $ 20,866     $ 15,643    $ 17,583
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Depreciation and amortization                                                   24,824       22,154      18,439
      Amortization of deferred financing costs                                         1,005        1,076       1,094
      Loss on early extinguishment of debt                                               345          460         ---
      Asset write-down                                                                   ---        2,700         ---
      Gain on disposal or sale of real estate                                         (4,141)        (994)        ---
      Gain on sale of outparcels of land                                                (687)         ---         ---
      Straight-line base rent adjustment                                                (214)        (688)       (347)
      Compensation under Unit Option Plan                                                ---          195         338
Increase (decrease) due to changes in:
      Other assets                                                                    (1,196)      (2,161)     (1,591)
      Accounts payable and accrued expenses                                            2,367       (2,594)      3,716
---------------------------------------------------------------------------------------------------------------------
        Net cash provided by operating activites                                      43,169       35,791      39,232
---------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Acquisition of rental properties                                                   (15,500)     (44,650)    (37,500)
  Additions to rental properties                                                     (34,224)     (35,252)    (54,795)
  Additions to deferred lease costs                                                   (1,862)      (1,895)     (1,341)
  Net proceeds from sale of real estate                                                1,987        2,561         ---
  Net insurance proceeds from property losses                                          6,451          ---         ---
  Advances to officer                                                                 (2,811)         ---         ---
---------------------------------------------------------------------------------------------------------------------
        Net cash used in investing activities                                        (45,959)     (79,236)    (93,636)
---------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Contributions from the general partner                                                 ---          ---      29,241
  Repurchase of partnership units                                                       (958)        (216)        ---
  Cash distributions paid                                                            (28,229)     (27,546)    (23,596)
  Proceeds from mortgages payable                                                     66,500         ---       75,000
  Repayments on mortgages payable                                                    (48,638)      (1,260)     (1,154)
  Proceeds from revolving lines of credit                                            118,555      152,760     118,450
  Repayments on revolving lines of credit                                           (109,255)     (78,065)   (141,250)
  Additions to deferred financing costs                                               (1,030)        (263)     (1,950)
  Proceeds from exercise of unit options                                                  12          762         703
---------------------------------------------------------------------------------------------------------------------
        Net cash provided by (used in) financing activities                           (3,043)      46,172      55,444
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                  (5,833)       2,727       1,040
Cash and cash equivalents, beginning of period                                         6,334        3,607       2,567
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                               $ 501      $ 6,334     $ 3,607
---------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                        F - 5
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

1.   Organization of the Operating Partnership

Tanger Properties Limited Partnership, a North Carolina limited partnership (the
"Operating  Partnership"),  develops,  owns and operates factory outlet centers.
Recognized as one of the largest  owners and operators of factory outlet centers
in the United  States,  the Company owned and operated 31 factory outlet centers
located in 22 states  with a total  gross  leasable  area of  approximately  5.1
million  square feet at the end of 1999. The Company  provides all  development,
leasing and management services for its centers.

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

As of December 31, 1999, the Tanger GP Trust owned 150,000 Units,  the Tanger LP
Trust owned  7,726,835  Units and 85,270  Preferred Units (which are convertible
into approximately  795,309 limited  partnership Units) and TFLP owned 3,033,305
Units. TFLP's Units are exchangeable, subject to certain limitations to preserve
the Company's status as a REIT, on a one-for-one  basis for common shares of the
Company.  Preferred Units are automatically  converted into limited  partnership
Units to the extent of any  conversion  of preferred  shares of the Company into
common shares of the Company.

2.   Summary of Significant Accounting Policies

     Basis of  Presentation  - Allocation of income to the partners is based on
each   partner's   respective   ownership  of  Units  issued  by  the  Operating
Partnership.

     Use of Estimates - The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  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 - The Operating  Partnership  aggregates  the financial
information of all its centers into one reportable operating segment because the
centers all have similar economic  characteristics  and provide similar products
and services to similar types and classes of customers.

     Rental Properties - Rental properties are recorded at cost less accumulated
depreciation. Costs incurred for the acquisition,  construction, and development
of properties are  capitalized.  Depreciation  is computed on the  straight-line
basis over the estimated useful lives of the assets.  The Operating  Partnership
generally  uses 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.

     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 1999,  1998 and 1997 amounted to $1,242,000,  $762,000,  and
$1,877,000,   and  development   costs   capitalized   amounted  to  $1,711,000,
$1,903,000, and $1,637,000,  respectively.  Depreciation expense for each of the
years ended December 31, 1999, 1998 and 1997 was $23,095,000,  $20,873,000,  and
$17,327,000, respectively.

     The pre-construction stage of project development involves certain costs to
secure land control and zoning and complete other initial tasks essential to the
development  of the project.  These costs are  transferred  from other assets to
developments under construction when the  pre-construction  tasks are completed.
Costs of  potentially  unsuccessful  pre-construction  efforts  are  charged  to
operations.
                                        F - 6
<PAGE>
     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.  The Operating  Partnership believes that
it mitigates its risk by investing in or through major  financial  institutions.
Recoverability of investments is dependent upon the performance of the issuer.

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

     Impairment  of  Long-Lived  Assets  - Rental  property  held and used by an
entity 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, the Operating Partnership compares the estimated future undiscounted cash
flows  associated with the asset to the asset's  carrying  amount,  and if less,
recognizes an impairment  loss in an amount by which the carrying amount exceeds
its fair value. The Operating  Partnership  believes that no material impairment
existed at December 31, 1999.

     Derivatives - The Operating  Partnership  selectively  enters into interest
rate protection agreements to mitigate changes in interest rates on its variable
rate borrowings. The notional amounts of such agreements are used to measure the
interest to be paid or received and do not  represent  the amount of exposure to
loss. None of these agreements are used for speculative or trading purposes. The
cost of these  agreements  are  included  in  deferred  financing  costs and are
amortized  on a  straight-line  basis  over  the life of the  agreements.  As of
December 31, 1999, the Operating Partnership had no such agreements.

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

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

     Concentration  of  Credit  Risk - The  Operating  Partnership's  management
performs ongoing credit evaluations of its 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 1999, 1998 or 1997.

     Supplemental  Cash Flow Information - The Operating  Partnership  purchases
capital  equipment and incurs costs relating to  construction of new facilities,
including tenant  finishing  allowances.  Expenditures  included in construction
trade  payables as of December 31, 1999,  1998 and 1997 amounted to  $6,287,000,
$9,224,000,  and  $12,913,000,  respectively.  Interest  paid,  net of  interest
capitalized,  in  1999,  1998  and  1997  was  $23,179,000,   $20,690,000,   and
$12,337,000,  respectively. Other assets at December 31, 1999 include a property
loss  receivable  of $4.2  million  from the  Operating  Partnership's  property
insurance carrier.

3.   Deferred Charges

Deferred  charges as of December 31, 1999 and 1998 consist of the  following (in
thousands):
<TABLE>
<CAPTION>

                                                  1999          1998
       ------------------------------------ ----------- -------------
       <S>                                     <C>           <C>
       Deferred lease costs                    $11,110       $ 9,551
       Deferred financing costs                  5,866         5,691
       ------------------------------------ ----------- -------------
                                                16,976        15,242
       Accumulated amortization                  8,800         7,024
       ------------------------------------ ----------- -------------
                                               $ 8,176       $ 8,218
       ------------------------------------ ----------- -------------
</TABLE>
                                        F - 7
<PAGE>
Amortization of deferred lease costs for the years ended December 31, 1999, 1998
and 1997 was $1,459,000, $1,019,000, and $873,000, respectively. Amortization of
deferred  financing  costs,  included  in interest  expense in the  accompanying
statements of operations,  for the years ended December 31, 1999,  1998 and 1997
was $1,005,000,  $1,076,000, and $1,094,000 respectively.  During 1999 and 1998,
the Operating  Partnership  expensed the remaining  unamortized  financing costs
totaling  $345,000  and  $460,000  related  to debt  extinguished  prior  to its
respective  maturity date. Such amounts are shown as extraordinary  items in the
accompanying statements of operations.

4.   Other Assets

Included in other assets are notes receivable totaling $2.8 million from Stanley
K. Tanger, the Chairman of the Board and Chief Executive Officer of the Company.
Mr.  Tanger  and  the  Operating  Partnership  have  entered  into  demand  note
agreements  whereby he may borrow up to $3.5 million  through  various  advances
from the  Operating  Partnership  for an  investment  in a  separate  e-commerce
business  venture.  The notes  bear  interest  at a rate of 8% per annum and are
collateralized   by  Mr.  Tanger's  limited   partnership   interest  in  Tanger
Investments Limited Partnership. Mr. Tanger intends to fully repay the loan.

Also included in other assets is a receivable of $4.2 million from the Operating
Partnership's  property insurance carrier.  This amount,  which was collected in
January 2000,  represents the unpaid portion of an insurance settlement of $13.4
million  related to the loss of the  Operating  Partnership's  outlet  center in
Stroud,   Oklahoma.  The  center  was  destroyed  by  a  tornado  in  May  1999.
Approximately  $1.9  million of the  settlement  proceeds  represented  business
interruption  insurance.  The business interruption proceeds are being amortized
to other income over a period of fourteen months.  The  unrecognized  portion of
the business  interruption  proceeds at December 31, 1999 totaled $985,200.  The
remaining  portion of the settlement,  net of related  expenses,  was considered
replacement  proceeds for the portion of the center that was totally  destroyed.
As a result,  the  Operating  Partnership  recognized a gain on disposal of $4.1
million during 1999. The remaining  carrying value for this property consists of
land and related site work totaling $1.7 million.

5.   Asset Write-Down

During 1998,  the Operating  Partnership  discontinued  the  development  of its
Concord,  North  Carolina,  Romulus,  Michigan and certain other projects as the
economics of these  transactions  did not meet an adequate  return on investment
for the Operating Partnership. As a result, the Operating Partnership recorded a
$2.7  million  charge in the fourth  quarter of 1998 to  write-off  the carrying
amount  of  these  projects,  net of  proceeds  received  from  the  sale of the
Operating  Partnership's  interest in the Concord  project to an unrelated third
party.

6.   Long-term Debt

Long-term  debt at December  31, 1999 and 1998  consists  of the  following  (in
thousands):
<TABLE>
<CAPTION>

                                                                                        1999            1998
     ------------------------------------------------------------------------ --------------- ---------------
<S>  <C>                                           <C>                              <C>             <C>
     8.75% Senior, unsecured notes, maturing March 2001                             $ 75,000        $ 75,000
     7.875% Senior, unsecured notes, maturing October 2004                            75,000          75,000
     Mortgage notes with fixed interest at:
        8.625%, maturing September 2000                                                9,460           9,805
        8.92%, maturing January 2002                                                     ---          47,405
        9.77%, maturing April 2005                                                    15,351          15,580
        7.875%, maturing April 2009                                                   65,841             ---
     Revolving lines of credit with variable  interest rates ranging from either
        prime less .25% to prime or from LIBOR plus 1.55%
        to LIBOR plus 1.60%                                                           88,995          79,695
     ------------------------------------------------------------------------ --------------- ---------------
                                                                                   $ 329,647       $ 302,485
     ------------------------------------------------------------------------ --------------- ---------------
</TABLE>

The Operating  Partnership maintains revolving lines of credit which provide for
borrowing up to $100 million. The agreements expire at various times through the
year 2002.  Interest is payable based on alternative  interest rate bases at the
Operating  Partnership's  option.  Amounts  available under these  facilities at
December 31, 1999 totaled $11.0 million.  Certain of the Operating Partnership's
properties,  which  had a net  book  value of  approximately  $88.9  million  at
December 31, 1999, serve as collateral for the fixed rate mortgages.
                                        F - 8
<PAGE>
The credit agreements require the maintenance of certain ratios,  including debt
service coverage and leverage,  and limit the payment of distributions such that
distributions  will  not  exceed  funds  from  operations,  as  defined  in  the
agreements,  for the prior  fiscal year on an annual  basis or 95% of funds from
operations on a cumulative  basis.  All three existing fixed rate mortgage notes
are with insurance companies and contain prepayment penalty clauses.

During March 1999, the Operating  Partnership  refinanced  its 8.92% notes.  The
refinancing  reduced the interest  rate to 7.875%,  increased the loan amount to
$66.5  million and  extended  the maturity  date to April 2009.  The  additional
proceeds were used to reduce amounts  outstanding  under the revolving  lines of
credit.

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

 Year                                  Amount               %
 ---------------------------------- ------------- ------------
<S>                                     <C>                 <C>
 2000                                   $ 10,654            3
 2001                                    117,291           36
 2002                                     49,381           15
 2003                                      1,497          ---
 2004                                     76,618           23
 Thereafter                               74,206           23
 ---------------------------------- ------------- ------------
                                       $ 329,647          100
 ---------------------------------- ------------- ------------
</TABLE>

In January 2000, the Operating Partnership entered into a $20.0 million two year
unsecured term loan with interest payable at LIBOR plus 2.25%. The proceeds were
used to reduce amounts  outstanding under the existing lines of credit.  Also in
January  2000,  the  Operating  Partnership  entered  into  interest  rate  swap
agreements on notional amounts totaling $20.0 million at a cost of $162,000. The
agreements mature in January 2002. The swap agreements have the effect of fixing
the interest rate on the new $20.0 million loan at 8.75%.

7.   Derivatives and Fair Value of Financial Instruments

In October 1998,  the Operating  Partnership  entered into an interest rate swap
agreement  effective  through October 2001 with a notional amount of $20 million
that fixed the 30 day LIBOR index at 5.47%. The Operating Partnership terminated
this agreement in June 1999. The Operating  Partnership had a similar  agreement
with a notional  amount of $10  million  at a fixed 30 day LIBOR  index of 5.99%
that expired  during 1998. The impact of these  agreements had an  insignificant
effect on interest expense during 1999, 1998 and 1997.

In anticipation of offering the senior,  unsecured notes due 2004, the Operating
Partnership  entered into an interest  rate  protection  agreement on October 3,
1997 which fixed the index on the 10 year US Treasury rate at 5.995% for 30 days
on a notional  amount of $70  million.  The  transaction  settled on October 21,
1997,  the  trade  date of the $75  million  offering,  and,  as a result  of an
increase in the US Treasury rate, the Operating Partnership received proceeds of
$714,000. Such amount is being amortized as a reduction to interest expense over
the life of the notes. The overall effective  interest rate on the notes,  after
giving consideration to these proceeds, is 7.75%.

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, 1999,  which is estimated as 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  $324.4
million.
                                        F - 9
<PAGE>
8.   Partnership Equity

At  December  31,  1999 and  1998,  the  ownership  interests  of the  Operating
Partnership consisted of the following:
<TABLE>
<CAPTION>
                                                 1999           1998
       --------------------------------- ------------- --------------
<S>                                            <C>            <C>
       Preferred units                         85,270         88,270
       --------------------------------- ------------- --------------
       Partnership Units:
          General partner                     150,000      7,897,606
          Limited partners                 10,760,140      3,033,305
       --------------------------------- ------------- --------------
             Total                         10,910,140     10,930,911
       --------------------------------- ------------- --------------
</TABLE>

During 1997, the Company  completed an additional  public  offering of 1,080,000
common  shares at a price of  $29.0625  per share,  receiving  net  proceeds  of
approximately  $29.2 million.  The net proceeds,  which were  contributed to the
Operating  Partnership  in exchange for 1,080,000  Units,  were used to acquire,
expand and develop factory outlet centers and for general corporate purposes.

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

The  Preferred  Shares are  convertible  at the option of the holder at any time
into  common  shares  at a rate  equivalent  to  .901  common  shares  for  each
Depositary Share.  Preferred partnership Units are automatically  converted into
limited  partnership  Units to the  extent of any  conversion  of the  Company's
Series A Preferred  Shares into the  Company's  common  shares.  At December 31,
1999,  768,269  common shares of the Company (and 768,269 Units of the Operating
Partnership)  were  reserved  for  the  conversion  of  Depositary  Shares  (and
Preferred Units).  The Preferred Shares and Depositary Shares may be redeemed at
the option of the Company, in whole or in part, at a redemption price of $25 per
Depositary Share, plus accrued and unpaid dividends.

The  Company's  Board of Directors  has  authorized  the  repurchase of up to $6
million of the Company's  common shares.  Proceeds  required to repurchase these
common  shares  are  funded by the  Operating  Partnership  in  exchange  for an
equivalent number of partnership units in the Operating Partnership.  The timing
and amount of purchases will be at the discretion of management. During 1999 and
1998,  the Company  purchased  and retired  48,300 and 10,000 common shares at a
price of $958,000 and $216,000,  respectively.  The amount authorized for future
repurchases remaining at December 31, 1999 totaled $4.8 million.
                                        F - 10
<PAGE>
10.  Earnings Per Unit

A reconciliation  of the numerators and  denominators in computing  earnings per
share in accordance  with Statement of Financial  Accounting  Standards No. 128,
Earnings per Share,  for the years ended December 31, 1999, 1998 and 1997 is set
forth as follows (in thousands, except per unit amounts):
<TABLE>
<CAPTION>

                                                                        1999        1998    1997
-----------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                 <C>         <C>         <C>
  Income before extraordinary item                                  $ 21,211    $ 16,103    $ 17,583
  Less applicable preferred unit distributions                        (1,917)     (1,911)     (1,808)
-----------------------------------------------------------------------------------------------------
  Income available to the general and limited partners-
    numerator for basic and diluted earnings per unit                 19,294      14,192      15,775
-----------------------------------------------------------------------------------------------------
Denominator:
  Basic weighted average partnership units                            10,894      10,919      10,061
  Effect of outstanding unit options                                      10         121         110
-----------------------------------------------------------------------------------------------------
  Diluted weighted average partnership units                          10,904      11,040      10,171
-----------------------------------------------------------------------------------------------------
Basic earnings per unit before extraordinary item                     $ 1.77      $ 1.30      $ 1.57
-----------------------------------------------------------------------------------------------------
Diluted earnings per unit before extaordinary item                    $ 1.77      $ 1.28      $ 1.55
-----------------------------------------------------------------------------------------------------
</TABLE>

Options to purchase units excluded from the computation of diluted  earnings per
unit  during  1999 and 1998  because the  exercise  price was  greater  than the
average market price of the Company's  common shares totaled 651,418 and 244,775
units. During 1997, all options had exercise prices less than the average market
price. The assumed conversion of the preferred units as of the beginning of each
year would have been anti-dilutive.

11.  Employee Benefit Plans

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

Had compensation  cost for these plans been determined for options granted since
January 1, 1995 consistent with Statement of Financial  Accounting Standards No.
123,   Accounting  for  Stock-Based   Compensation  (SFAS  123),  the  Operating
Partnership's  net income and  earnings  per unit would have been reduced to the
following pro forma amounts (in thousands, except per unit amounts):
<TABLE>
<CAPTION>
                                            1999              1998             1997
 ------------------ ---------------- ------------ ----------------- ----------------

<S>                                     <C>               <C>              <C>
 Net income:        As reported         $ 20,866          $ 15,643         $ 17,583
                    Pro forma             20,599          $ 15,409         $ 17,403

 Basic EPS:         As reported           $ 1.74            $ 1.26           $ 1.57
                    Pro forma             $ 1.71            $ 1.24           $ 1.55

 Diluted EPS:       As reported           $ 1.74            $ 1.24           $ 1.55
                    Pro forma             $ 1.71            $ 1.23           $ 1.54
</TABLE>

Because  the SFAS 123  method of  accounting  has not been  applied  to  options
granted prior to January 1, 1995, the resulting pro forma  compensation cost may
not be  representative of that to be expected in future years. The fair value of
each option  grant is  estimated  on the date of grant  using the  Black-Scholes
option pricing model with the following  weighted-average  assumptions  used for
grants  in 1999 and 1998,  respectively:  expected  distribution  yields of 10%;
expected  lives ranging from 5 years to 7 years;  expected  volatility  20%; and
risk-free interest rates ranging from 4.72% to 5.50%.
                                        F - 11
<PAGE>
The Company and the Operating  Partnership may issue up to a combined  1,750,000
shares and units  under The Share  Option  Plan and The Unit  Option  Plan.  The
Company and the Operating  Partnership have granted  1,343,070  options,  net of
options  forfeited,  through  December  31, 1999.  Under both plans,  the option
exercise price is determined by the Share and Unit Option Committee of the Board
of Directors.  Non-qualified share and Unit options granted expire 10 years from
the date of grant and are exercisable in five equal installments  commencing one
year from the date of grant.

Options  outstanding at December 31, 1999 have exercise  prices between  $22.125
and  $30.50,  with a weighted  average  exercise  price of $24.55 and a weighted
average remaining contractual life of 6.2 years.

Unamortized share compensation, which relates to options that were granted at an
exercise  price  below the fair  market  value at the time of  grant,  was fully
amortized  in 1998.  Compensation  expense  recognized  during 1998 and 1997 was
$195,000, and $338,000, respectively.

A summary of the status of the  Operating  Partnership's  plan at  December  31,
1999,  1998 and 1997 and changes during the years then ended is presented in the
table and narrative below:
<TABLE>
<CAPTION>
                                                   1999                       1998                      1997
                                         ------------------------- --------------------------- -----------------------
                                                        Wtd Avg                    Wtd Avg                  Wtd Avg
                                           Units        Ex Price      Units        Ex Price       Units     Ex Price
-------------------------------------- ------------ -------------- ------------- ------------- ----------- -----------

<S>                                      <C>              <C>           <C>           <C>         <C>         <C>
Outstanding at beginning of year         1,030,660        $ 25.16       847,230       $ 23.67     888,950     $ 23.69
Granted                                    226,800          22.13       262,600         30.15         ---         ---
Exercised                                     (500)         23.80       (28,280)        23.94     (29,700)      23.68
Forfeited                                  (29,470)         26.94       (50,890)        26.94     (12,020)      24.41
-------------------------------------- ------------ -------------- ------------- ------------- ----------- -----------
Outstanding at end of year               1,227,490        $ 24.55     1,030,660       $ 25.16     847,230     $ 23.67
-------------------------------------- ------------ -------------- ------------- ------------- ----------- -----------
Exercisable at end of year                 718,630        $ 23.97       592,320       $ 23.41     456,350     $ 23.37
Weighted average fair value of
   options granted                          $ 1.05                       $ 1.60                       ---
</TABLE>

The  Operating  Partnership  has 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 officers and employees of the Operating
Partnership.  The 401(k) Plan permits employees of the Operating Partnership, 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 the
Operating  Partnership  at a rate  of  compensation  deferred  to be  determined
annually at the Operating Partnership's discretion. The matching contribution is
subject to vesting under a schedule  providing for 20% annual  vesting  starting
with  the  third  year of  employment  and 100%  vesting  after  seven  years of
employment.  The employer matching contribution expense for the years 1999, 1998
and 1997 was immaterial.

12.  Supplementary Income Statement Information

The following amounts are included in property  operating expenses for the years
ended December 31, 1999, 1998 and 1997 (in thousands):
<TABLE>
<CAPTION>

                                              1999        1998         1997
       -------------------------------- ----------- ----------- ------------
<S>                                        <C>         <C>          <C>
       Advertising and promotion           $ 8,579     $ 9,069      $ 8,452
       Common area maintenance              12,296      11,929       11,113
       Real estate taxes                     7,396       6,202        5,004
       Other operating expenses              2,314       1,906        1,700
       -------------------------------- ----------- ----------- ------------
                                          $ 30,585    $ 29,106     $ 26,269
       -------------------------------- ----------- ----------- ------------
</TABLE>
                                        F - 12
<PAGE>
13.  Lease Agreements

The Operating Partnership is the lessor of a total of 1,310 stores in 31 factory
outlet centers,  under operating leases with initial terms that expire from 2000
to 2017. Most leases are renewable for five years at the lessee's option. Future
minimum lease receipts under noncancellable  operating leases as of December 31,
1999 are as follows (in thousands):
<TABLE>
<CAPTION>

<S>                                <C>
   2000                            $ 63,730
   2001                              56,549
   2002                              46,886
   2003                              32,125
   2004                              20,449
   Thereafter                        44,106
   -------------------- --------------------
                                  $ 263,845
   -------------------- --------------------
</TABLE>

14.  Commitments and Contingencies

At December 31, 1999,  commitments  for  construction  of new  developments  and
additions  to existing  properties  amounted to $3.0  million.  Commitments  for
construction represent only those costs contractually required to be paid by the
Operating Partnership.

The Operating Partnership purchased the rights to lease land on which two of the
outlet centers are situated for  $1,520,000.  These  leasehold  rights are being
amortized  on a  straight-line  basis over 30 and 40 year  periods.  Accumulated
amortization   was  $566,000  and  $517,000  at  December  31,  1999  and  1998,
respectively.

The Operating Partnership's  noncancellable operating leases, with initial terms
in excess of one year,  have terms that expire from 2000 to 2085.  Annual rental
payments for these leases aggregated  $1,481,000,  1,090,000,  and $778,000, for
the years ended December 31, 1999,  1998 and 1997,  respectively.  Minimum lease
payments for the next five years and thereafter are as follows (in thousands):
<TABLE>
<CAPTION>

<S>                                <C>
  2000                             $1,821
  2001                              1,759
  2002                              1,705
  2003                              1,550
  2004                              1,507
  Thereafter                       55,164
  ------------------ ---------------------
                                  $63,506
  ------------------ ---------------------
</TABLE>

The Operating  Partnership is also subject to legal proceedings and claims which
have arisen in the  ordinary  course of its  business  and have not been finally
adjudicated.  In management's  opinion, the ultimate resolution of these matters
will  have  no  material  effect  on  the  Operating  Partnership's  results  of
operations or financial condition.
                                        F - 13
<PAGE>
16.  Acquisitions

During 1998, the Operating Partnership completed the acquisitions of two factory
outlet centers  containing  approximately  359,000 square feet of gross leasable
area for purchase prices that aggregated $44.7 million.  The  acquisitions  were
accounted for using the purchase method whereby the purchase price was allocated
to assets acquired based on their fair values.  The results of operations of the
acquired  properties  have been included in the results of operations  since the
applicable acquisition date.

The pro forma information is presented for  informational  purposes only and may
not be indicative of what actual  results of operations  would have been had the
acquisitions  occurred at the  beginning of each period  presented,  nor does it
purport to represent the results of operations for future periods. The following
unaudited  summarized  pro forma results of operations  reflect  adjustments  to
present  the  historical  information  as if the  all of  the  acquisitions  had
occurred as of the January 1, 1998 (unaudited and in thousands,  except per unit
data).
<TABLE>
<CAPTION>

                                                        1998
        ---------------------------------------- ------------
<S>                                                 <C>
        Total revenues                              $100,840
        Income before extraordinary item              16,366
        Net income                                    15,906
        Basic net income per unit:
           Income before extraordinary item             1.32
           Net income                                   1.28
        Diluted net income per unit:
           Income before extraordinary item             1.31
           Net income                                   1.27
        ---------------------------------------- ------------
</TABLE>
                                        F - 14
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

     Our  report  on the  financial  statements  of  Tanger  Properties  Limited
Partnership  is included on page F-1 of this Form 10-K. In  connection  with our
audits of such financial statements,  we have also audited the related financial
statement schedule listed in the index on page 26 of this Form 10-K.

     In our opinion,  the financial  statement  schedule referred to above, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.

                                        PricewaterhouseCoopers LLP

Greensboro, North Carolina
January 26, 2000
                                        F - 15
<PAGE>
<TABLE>
<CAPTION>

                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 1999
                                 (In thousands)
                                                                                Costs Capitalized                Gross Amount
                                                                                  Subsequent to                   Carried at
                                                                                   Acquisition                  Close of Period
            Description                              Initial cost to Company      (Improvements)                  12/31/99 (1)
----------------- ------------------- -------------- --------- -------------- -------- -------------- --------- -------------------
                                                                Buildings,              Buildings,            Buildings,
 Outlet Center                                                 Improvements            Improvements           Improvements
      Name             Location       Encumbrances     Land     & Fixtures     Land     & Fixtures     Land   & Fixtures    Total
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
<S>                                         <C>      <C>          <C>         <C>           <C>       <C>        <C>       <C>
Barstow           Barstow, CA               $  --    $3,941       $ 12,533    $ ---         $1,110    $3,941     $13,643   $17,584
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Blowing Rock      Blowing Rock, NC            ---     1,963          9,424      ---          2,032     1,963      11,456    13,419
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Boaz              Boaz, AL                    ---       616          2,195      ---          1,673       616       3,868     4,484
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Bourne            Bourne, MA                  ---       899          1,361      ---            255       899       1,616     2,515
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Branch            North Branch, MN            ---       304          5,644      249          2,514       553       8,158     8,711
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Branson           Branson, MO                 ---     4,557         25,040      ---          6,146     4,557      31,186    35,743
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Casa Grande       Casa Grande, AZ             ---       753          9,091      ---          1,233       753      10,324    11,077
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Clover            North Conway, NH            ---       393            672      ---            246       393         918     1,311
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Commerce I        Commerce, GA              9,460       755          3,511      492          8,318     1,247      11,829    13,076
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Commerce II       Commerce, GA                ---     1,262         14,046      541         16,986     1,803      31,032    32,835
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Dalton            Dalton, GA               11,658     1,641         15,596      ---             54     1,641      15,650    17,291
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Ft. Lauderdale    Ft. Lauderdale, FL                  9,412          6,986      ---            ---     9,412       6,986    16,398
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Gonzales          Gonzales, LA                ---       947         15,895       17          3,908       964      19,803    20,767
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Kittery-I         Kittery, ME               6,634     1,242          2,961      229          1,288     1,471       4,249     5,720
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Kittery-II        Kittery, ME                 ---       921          1,835      529            236     1,450       2,071     3,521
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Lancaster         Lancaster, PA            15,351     3,691         19,907      ---          6,341     3,691      26,248    29,939
=---------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Lawrence          Lawrence, KS                ---     1,013          5,542      429            865     1,442       6,407     7,849
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
LL Bean           North Conway, NH            ---     1,894          3,351      ---          1,026     1,894       4,377     6,271
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Locust Grove      Locust Grove, GA            ---     2,558         11,801      ---          7,304     2,558      19,105    21,663
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Martinsburg       Martinsburg, WV             ---       800          2,812      ---          1,256       800       4,068     4,868
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
McMinnville       McMinnville, OR             ---     1,071          8,162        6            748     1,077       8,910     9,987
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Nags Head         Nags Head, NC               ---     1,853          6,679      ---          1,016     1,853       7,695     9,548
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Pigeon Forge      Pigeon Forge, TN            ---       299          2,508      ---          1,639       299       4,147     4,446
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Riverhead         Riverhead, NY               ---       ---         36,374    6,152         66,736     6,152     103,110   109,262
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
San Marcos        San Marcos, TX           19,802     1,895          9,440       17         11,006     1,912      20,446    22,358
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Sanibel           Sanibel, FL                 ---     4,916         23,196      ---          2,121     4,916      25,317    30,233
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Sevierville       Sevierville, TN             ---       ---         18,495      ---         22,242       ---      40,737    40,737
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Seymour           Seymour, IN                 ---     1,671         13,249      ---            693     1,671      13,942    15,613
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Stroud            Stroud, OK                  ---       446          2,242      ---            ---       446       2,242     2,688
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Terrell           Terrell, TX                 ---       778         13,432      ---          4,387       778      17,819    18,597
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
West Branch       West Branch, MI           7,401       350          3,428      121          4,382       471       7,810     8,281
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
Williamsburg      Williamsburg, IA         20,346       706          6,781      716         11,221     1,422      18,002    19,424
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
                                          $90,652  $ 53,547       $314,189   $9,498       $188,982   $63,045    $503,171  $566,216
----------------- ------------------- ------------ --------- -------------- -------- -------------- --------- ----------- ---------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 1999
                                 (In thousands)

                                               Life Used to
                                                  Compute
                                               Depreciation
 Outlet Center     Accumulated     Date of       in Income
      Name         Depreciation  Construction    Statement
-----------------  ------------- ------------- --------------
<S>                      <C>         <C>            <C>
Barstow                  $3,647      1995           (2)
-----------------  ------------- ------------- --------------
Blowing Rock                786    1997 (3)         (2)
-----------------  ------------- ------------- --------------
Boaz                      1,600      1988           (2)
-----------------  ------------- ------------- --------------
Bourne                      757      1989           (2)
-----------------  ------------- ------------- --------------
Branch                    2,966      1992           (2)
-----------------  ------------- ------------- --------------
Branson                   7,739      1994           (2)
-----------------  ------------- ------------- --------------
Casa Grande               4,133      1992           (2)
-----------------  ------------- ------------- --------------
Clover                      419      1987           (2)
-----------------  ------------- ------------- --------------
Commerce I                3,923      1989           (2)
-----------------  ------------- ------------- --------------
Commerce II               4,454      1995           (2)
-----------------  ------------- ------------- --------------
Dalton                      930    1998 (3)         (2)
-----------------  ------------- ------------- --------------
Ft. Lauderdale               44    1999 (3)         (2)
-----------------  ------------- ------------- --------------
Gonzales                  6,578      1992           (2)
-----------------  ------------- ------------- --------------
Kittery-I                 2,175      1986           (2)
-----------------  ------------- ------------- --------------
Kittery-II                  923      1989           (2)
-----------------  ------------- ------------- --------------
Lancaster                 5,913    1994 (3)         (2)
=----------------  ------------- ------------- --------------
Lawrence                  1,839      1993           (2)
-----------------  ------------- ------------- --------------
LL Bean                   1,786      1988           (2)
-----------------  ------------- ------------- --------------
Locust Grove              4,547      1994           (2)
-----------------  ------------- ------------- --------------
Martinsburg               1,876      1987           (2)
-----------------  ------------- ------------- --------------
McMinnville               3,021      1993           (2)
-----------------  ------------- ------------- --------------
Nags Head                   685    1997 (3)         (2)
-----------------  ------------- ------------- --------------
Pigeon Forge              1,754      1988           (2)
-----------------  ------------- ------------- --------------
Riverhead                14,376      1993           (2)
-----------------  ------------- ------------- --------------
San Marcos                4,984      1993           (2)
-----------------  ------------- ------------- --------------
Sanibel                   1,112    1998 (3)         (2)
-----------------  ------------- ------------- --------------
Sevierville               2,878    1997 (3)         (2)
-----------------  ------------- ------------- --------------
Seymour                   3,920      1994           (2)
-----------------  ------------- ------------- --------------
Stroud                      948      1992           (2)
-----------------  ------------- ------------- --------------
Terrell                   4,738      1994           (2)
-----------------  ------------- ------------- --------------
West Branch               2,672      1991           (2)
-----------------  ------------- ------------- --------------
Williamsburg              6,568      1991           (2)
-----------------  ------------- ------------- --------------
                       $104,511
-----------------  ------------- ------------- --------------
</TABLE>

(1)  Aggregate   cost  for  federal   income  tax   purposes  is   approximately
     $559,611,000

(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
                                        F - 16
<PAGE>


                      TANGER PROPERTIES LIMITED PARTNERSHIP
                           SCHEDULE III - (Continued)
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                      For the Year Ended December 31, 1999
                                 (In Thousands)

The changes in total real estate for the three years ended December 31, 1999 are
as follows:
<TABLE>
<CAPTION>

                                                       1999             1998             1997
                                              -------------- ---------------- ----------------
<S>                                                <C>             <C>              <C>
        Balance, beginning of year                 $529,247        $ 454,708        $ 358,361
        Acquisition of real estate                   15,500           44,650           37,500
        Improvements                                 31,343           31,599           59,519
        Dispositions and other                       (9,874)          (1,710)            (672)
                                              -------------- ---------------- ----------------
        Balance, end of year                       $566,216        $ 529,247        $ 454,708
                                              ============== ================ ================
</TABLE>


The changes in accumulated  depreciation  for the three years ended December 31,
1999 are as follows:
<TABLE>
<CAPTION>

                                                       1999             1998             1997
                                              -------------- ---------------- ----------------
<S>                                                 <C>             <C>              <C>
        Balance, beginning of year                  $84,685         $ 64,177         $ 46,907
        Depreciation for the period                  23,095           20,873           17,327
        Dispositions and other                       (3,269)            (365)             (57)
                                              -------------- ---------------- ----------------
        Balance, end of year                       $104,511         $ 84,685         $ 64,177
                                              ============== ================ ================
</TABLE>
                                        F - 17