United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172023
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________


Commission file number 1-11986 (Tanger Factory Outlet Centers, Inc.)
Commission file number 333-3526-01 (Tanger Properties Limited Partnership)


TANGER FACTORY OUTLET CENTERS, INC.
TANGER PROPERTIES LIMITED PARTNERSHIP
(Exact name of Registrantregistrant as specified in its charter)
North Carolina(Tanger Inc.)56-1815473
North Carolina (Tanger Factory Outlet Centers, Inc.)56-1815473
North Carolina (Tanger(Tanger Properties Limited Partnership)56-1822494
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3200 Northline Avenue, Suite 360, Greensboro, NC 27408
(Address of principal executive offices)
(336) 292-3010
(Registrant’s telephone number, including area code)
3200 Northline Avenue, Suite 360(336) 292-3010
Greensboro, NC 27408(Registrant's telephone number)
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Tanger Factory Outlet Centers, Inc.:
Title of each classTrading Symbol (s)Name of exchange on which registered
Common Shares, $.01 par valueSKTNew York Stock Exchange
Tanger Properties Limited Partnership:
None
Securities registered pursuant to Section 12(g) of the Act:
Tanger Factory Outlet Centers, Inc.: None
Tanger Properties Limited Partnership: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Tanger Inc.YesNo
Tanger Factory Outlet Centers, Inc.
Yes x   No o
Tanger Properties Limited Partnership
Yesx
Noo


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Tanger Inc.YesNo
Tanger Factory Outlet Centers, Inc.
Yes o   No x
Tanger Properties Limited Partnership
Yes o
Nox




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 Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
1




Tanger Inc.YesNo
Tanger Factory Outlet Centers, Inc.
Yes x   No o
Tanger Properties Limited Partnership
Yesx
Noo


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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Tanger Inc.YesNo
Tanger Factory Outlet Centers, Inc.
Yes x No o
Tanger Properties Limited Partnership
Yesx
Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer",filer," “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Tanger Inc.
Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller Reporting Company
Emerging Growth Company
Tanger Factory Outlet Centers, Inc.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
Emerging growth company o
Tanger Properties Limited Partnership
Large accelerated filer o
Accelerated Filer
Accelerated filer oFiler
Non-accelerated filer x
Filer
Smaller reporting company oReporting Company
(Do not check if a smaller reporting company)Emerging Growth Company
Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Tanger Inc.
Tanger Factory Outlet Centers, Inc.o
Tanger Properties Limited Partnershipo


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Tanger Inc.
Tanger Properties Limited Partnership

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements.    

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).                                                 

Indicate by check mark whether the registrant is a shell company (as defined byin Rule 12b-2 of the Act).
Tanger Inc.YesNo
Tanger Factory Outlet Centers, Inc.
Yes o   No x
Tanger Properties Limited Partnership
Yeso
Nox


The aggregate market value of voting shares held by non-affiliates of Tanger Factory Outlet Centers, Inc. was approximately $2,428,175,157$2,273,532,045 based on the closing price on the New York Stock Exchange for such shares on June 30, 2017.2023.


The number of Common Shares of Tanger Factory Outlet Centers, Inc. outstanding as of February 14, 20181, 2024 was 94,537,757.108,916,943.


Documents Incorporated By Reference


Portions of Tanger Factory Outlet Center, Inc.'s definitive proxy statement to be filed no later than 120 days after the end of the registrant’s fiscal year with respect to the 20182024 Annual Meeting of Shareholders are incorporated by reference in Part III.into Items 10 through 14 of this Annual Report on Form 10-K.

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PART I


EXPLANATORY NOTE


This report combines the annual reportsAnnual Reports on Form 10-K for the year ended December 31, 20172023 of Tanger Factory Outlet Centers, Inc., a North Carolina corporation and Tanger Properties Limited Partnership.Partnership, a North Carolina limited partnership. Unless the context indicates otherwise, the term "Company", refers to Tanger Factory Outlet Centers, Inc. and its subsidiaries and the term "Operating Partnership" refers to Tanger Properties Limited Partnership and its subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the textcontext requires.

On November 16, 2023, the Company changed its legal name from Tanger Factory Outlet Centers, Inc. and subsidiariesto Tanger Inc. We refer to Tanger Inc.’s current legal name throughout this Annual Report on Form 10-K (the "Annual Report").

The Company is one of the largest ownersleading owner and operators of outlet and open-air retail centers in the United States and Canada. The Company is a fully-integrated,fully integrated, self-administered and self-managed real estate investment trust ("REIT"), which, through its controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet and open-air shopping centers. The outletshopping centers and other assets are held by, and all of the operations are conducted by, the Operating Partnership. Accordingly, the descriptions of the business, employees and propertiesassets of the Company are also descriptions of the business, employees and propertiesassets of the Operating Partnership. As the Operating Partnership is the issuer of our registered debt securities, we are required to present a separate set of financial statements for this entity.


TheIn November 2021, the Company ownswas admitted as the sole general partner of the Operating Partnership. Prior to this administrative change, the Company owned the majority of the units of partnership interest issued by the Operating Partnership through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust. Tanger GP Trust controlscontrolled the Operating Partnership as its sole general partner.partner and Tanger LP Trust holdsheld a limited partnership interest.interest therein. Following the aforementioned change to the ownership structure, the Company replaced Tanger GP Trust as the sole general partner of the Operating Partnership and Tanger LP Trust retained its limited partnership interest in the Operating Partnership.

The Company, including Tanger LP Trust, owns the majority of the units of partnership interests issued by the Operating Partnership. As of December 31, 2017,2023, the Company throughand its ownership of Tanger GP Trust and Tanger LP Trust,wholly owned 94,560,536subsidiaries owned 108,793,251 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,995,4334,707,958 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT.REIT for U.S. federal income tax purposes. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.


Management operates the Company and the Operating Partnership as one enterprise. The management of the Company consists of the same members as the management of the Operating Partnership. These individuals are officers of the Company and employees of the Operating Partnership. The individuals that comprise the Company's Board of Directors are also the same individuals that make up Tanger GP Trust's Board of Trustees.


We believe combining the annual reportsAnnual Reports on Form 10-K of the Company and the Operating Partnership into this single report results inAnnual Report provides the following benefits:


enhancing investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;


eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and


creating time and cost efficiencies through the preparation of one combined reportAnnual Report instead of two separate reports.Annual Reports.





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There are only a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this report.Annual Report. We believe it is important, however, to understand these differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated consolidated company.


As stated above, the Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership, including through its wholly-owned subsidiaries, the Tanger GP Trust andsubsidiary, Tanger LP Trust. As a result, the Company does not conduct business itself, other than issuing public equity from time to time and incurring expenses required to operate as a public company. However, all operating expenses incurred by the Company are reimbursed by the Operating Partnership, thus the only material item on the Company's income statement is its equity in the earnings of the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. The Company itself does not hold any indebtedness but does guarantee certain debt of the Operating Partnership, as disclosed in this report.Annual Report.


The Operating Partnership holds all of the outletshopping centers and other assets, including the ownership interests in consolidated and unconsolidated joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by the Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required through its operations, its incurrence of indebtedness or through the issuance of partnership units.


Noncontrolling interests, shareholder's equity and partners' capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partnership interests in the Operating Partnership held by the Non-Company LPs are accounted for as partners' capital in the Operating Partnership's financial statements and as noncontrolling interests in the Company's financial statements.


To help investors understand the significant differences between the Company and the Operating Partnership, this reportAnnual Report presents the following separate sections for each of the Company and the Operating Partnership:


Consolidated financial statements;


The following notes to the consolidated financial statements:


Debt of the Company and the Operating Partnership;


Shareholders' Equity and Partners' Equity;


Earnings Per Share and Earnings Per Unit;


Accumulated Other Comprehensive Income of the Company and the Operating Partnership; and


Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations.


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This reportAnnual Report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and Exhibit 32 certifications for each of the Company and the Operating Partnership in order to establish that the ChiefPrincipal Executive Officer and the ChiefPrincipal Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and 18 U.S.C. §1350.


The separate sections in this reportAnnual Report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this reportAnnual Report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Company operates the business through the Operating Partnership.

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The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. The separate discussions of the Company and the Operating Partnership in this reportAnnual Report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.


PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report contain 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, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation 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, beliefs and expectations, are generally identifiable by use of the words “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or similar expressions. Such forward-looking statements include, but are not limited to, risks related to pandemics, supply chain and labor issues and rising interest rates on our business, financial results and financial condition; our ability to raise additional capital, including via future issuances of equity and debt, and the use of proceeds from such issuances; our results of operations and financial condition; capital expenditure and working capital needs and the funding thereof; the repurchase of the Company's common shares, including the potential use of a 10b5-1 plan to facilitate repurchases; future dividend payments; interest rates, the possibility of future asset impairments, development initiatives and strategic partnerships, the anticipated impact of the Company’s newly acquired assets in Huntsville and Asheville, as well as its newly opened Nashville development, compliance with debt covenants; renewal and re-lease of leased space; the outlook for the retail environment, potential bankruptcies, and other store closings; consumer shopping trends and preferences; the outcome of legal proceedings arising in the normal course of business; and real estate joint ventures. You should exercise caution in relying on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements.











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Other important factors which may cause actual results to differ materially from current expectations include, but are not limited to: our inability to develop new retail centers or expand existing retail centers successfully; risks related to the economic performance and market value of our retail centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our acquisitions or dispositions of assets may not achieve anticipated results; competition for the acquisition and development of retail centers, and our inability to complete the acquisitions of retail centers we may identify; competition for tenants with competing retail centers; the diversification of our tenant mix and our entry into the operation of full price retail may not achieve our expected results; environmental regulations affecting our business; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to the impact of macroeconomic conditions, including rising interest rates and inflation, on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants; our dependence on rental income from real property; the fact that certain of our leases include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the impact of geopolitical conflicts; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our tenants and on our business (including the impact of actions taken to contain the outbreak or mitigate its impact); the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; increased costs and reputational harm associated with the increased focus on environmental, sustainability and social initiatives; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; our potential failure to qualify as a REIT; our legal obligation to pay dividends to our shareholders; legislative or regulatory actions that could adversely affect our shareholders, our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; the risk of a cyber-attack or an act of cyber-terrorism on our systems; the uncertainties of costs to comply with regulatory changes (including potential costs to comply with proposed rules of the Securities and Exchange Commission (the “SEC”) to standardize climate-related disclosures).

We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Annual Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.



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Tanger, Inc.
ITEMTanger Properties Limited Partnership
Annual Report on Form 10-K
December 31, 2023
Page
BUSINESS


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ITEM 1.BUSINESS

The Company and the Operating Partnership


Tanger Factory Outlet Centers, Inc. and its subsidiaries, which we refer to as the Company, is one of the largestleading owners and operators of outlet and open-air centers in the United States and Canada. We are a fully-integrated, self-administered and self-managed REIT, which focuses exclusively on developing, acquiring, owning, operating and managing outlet and open-air shopping centers. As of December 31, 2017,2023, our consolidated portfolio consisted of 3631 outlet centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.912.7 million square feet, which were 97% occupied and contained over 2,6002,400 stores representing approximately 400660 store brands. We also had partial ownership interests in 86 unconsolidated outlet centers totaling approximately 2.42.1 million square feet, including 4 outlet2 centers in Canada. Our portfolio also includes two managed centers totaling approximately 760,000 square feet. Each of our centers, except one joint venture center, features the Tanger brand name.


Our outletshopping centers and other assets are held by, and all of our operations are conducted by, Tanger Properties Limited Partnership and its subsidiaries, which we refer to collectively as the Operating Partnership. The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust. Tanger GP TrustPartnership. The Company controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest.interest in the Operating Partnership.


As of December 31, 2017,2023, the Company throughand its ownership of the Tanger GP Trust and Tanger LP Trust,wholly-owned subsidiaries owned 94,560,536108,793,251 units of the Operating Partnership and the Non-Company LPs collectively owned 4,995,4334,707,958 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT.REIT for U.S. federal income tax purposes. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.


Ownership of the Company's common shares is restricted to preserve the Company's status as a REIT for U.S. federal income tax purposes. Subject to certain exceptions, a person may not actually or constructively own more than 4%9.8% of our common shares. We also operate in a manner intended to enable us to preserve our status as a REIT, including, among other things, making distributions with respect to our then outstanding common shares and preferred shares, if applicable, equal to at least 90% of our taxable income each year.year, excluding net capital gains.


The Company is a North Carolina corporation that was incorporated in March 1993 and the Operating Partnership is a North Carolina limited partnership that was formed in May 1993. Our executive offices are currently located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina, 27408 and our telephone number is (336) 292-3010. Our website can be accessed at www.tangeroutlet.com. A copywww.tanger.com. Copies of our 10-Ks, 10-Qs, 8-KsAnnual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto can be obtained, free of charge, on our website as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (the "SEC").SEC. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this annual report on Form 10-KAnnual Report or any other report or document we file with or furnish to the SEC.



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Recent Developments


New Development of Consolidated Outlet Centers

Fort Worth


In October 2017,2023, we opened a 352,000291,000 square foot wholly-owned outlet center in Nashville, Tennessee. The open-air center offers shopping and dining across seven retail buildings and a unique, placemaking community space. Tanger Nashville reflects our commitment to diversify and enhance the greater Fort Worth, Texas area. Theshopping experience for our customers with nearly one quarter of the center’s dynamic assortment of retailers being new to our portfolio or first to the outlet center is located within the 279-acre Champions Circle mixed-use development adjacent to Texas Motor Speedway.channel.

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Lancaster Expansion



Acquisitions

In September 2017,November 2023, we openedacquired a 123,000 square foot expansion of our382,000-square-foot, open-air outlet center in Lancaster, Pennsylvania.Asheville, North Carolina for $70 million. The established center is occupied by a diverse mix of brands that includes leading home furnishings providers as well as iconic apparel, footwear and accessories brands.

Acquisition of Partner's Interests

Foxwoods

In October 2017,addition, in November 2023, we successfully settled litigation with the estate of our former partneracquired Bridge Street Town Centre, an 825,000-square-foot, open-air lifestyle center in the Foxwoods, Connecticut joint venture.  In returnHuntsville, Alabama for mutual releases and no cash consideration, the estate tendered its partnership interest to us. Prior to this settlement, we had a 100% economic interest in the consolidated joint venture as a result of our preferred equity interest and the capital and distribution provisions in the joint venture agreement.  In November 2017, we repaid the $70.3 million floating rate mortgage loan secured by the property with borrowings under our unsecured floating rate lines of credit.

Dispositions of Consolidated Outlet Centers

Westbrook

In May 2017, we sold our Westbrook, Connecticut outlet center for approximately $40.0 million, which resulted in a gain of $6.9$193.5 million. The net proceeds were usedcenter serves as the dominant shopping destination in its market and comprises over 80 retail stores, restaurants, and entertainment venues, including approximately 174,000 square feet ground leased to repurchase our common shares. See Share Repurchase Program, below.tenants.


Financing Transactions


$300.0 Million Unsecured Senior Notes due 2027ATM Equity Offerings

During 2023, we sold 3.5 million common shares under our at-the-market stock offering (“ATM Offering”) program at a weighted average price of $25.75 per share, generating gross proceeds of $90.0 million. As of December 31, 2023, we have a remaining authorization of $220.1 million under the ATM Offering.

Derivatives
Throughout 2023, we entered into $325.0 million of forward starting daily Secured Overnight Financing Rate (“Daily SOFR”) interest rate swaps at an average fixed pay rate of 3.9%. The swaps were effective February 1, 2024 and end at various dates from February 1, 2026 to January 1, 2027. These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024 as part of our interest rate risk management strategy.

Unconsolidated Real Estate Joint Ventures Financing Transactions

Houston/Galveston, Texas
In June 2023, the Galveston/Houston joint venture completed the refinance of its mortgage. The new $58.0 million loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00%. In conjunction with this refinance, the joint venture entered into a $29.0 million interest rate swap that fixes Daily SOFR at 4.44% until December 2025.

Organizational Changes

In July 2017, we completed an underwritten public offering of $300.0 million of 3.875% senior notes due 2027 (the "2027 Notes"). The 2027 Notes priced at 99.579%2023, Bridget Ryan-Berman, who had been a member of the principal amountCompany's board of directors ("Board") since January 1, 2009, was appointed lead independent director, a position previously held by Board member David B. Henry.

In September 2023, Jessica K. Norman joined the Company as the Executive Vice President, General Counsel and Secretary.

Effective January 1, 2024, Steven B. Tanger transitioned from his role as Executive Chair of the Board to yield 3.926% to maturity. The 2027 Notes pay interest semi-annually at a rateNon-Executive Chair of 3.875% per annum and mature on July 15, 2027. The net proceedsthe Board in connection with his retirement from the offering, after deductingCompany under the underwriting discountterms of his employment agreement.

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Business Strategy

Our Company was built on a firm foundation of strong and offering expenses, were approximately $295.9 million. In August 2017,enduring business relationships coupled with disciplined business practices. We partner with many of the world's best known and most respected brands and retailers. By fostering and maintaining strong relationships with these successful, high volume companies, we usedbelieve we have been able to solidify our position as a leader in the net proceedsoutlet and open-air retail industry for over thirty years. The confidence and trust that we have developed with our retail partners from the salevery beginning has allowed us to forge the impressive retail alliances that we enjoy today with our brands and retailers. Our seasoned team of professionals with diverse sets of expertise utilize the 2027 Notes, together with borrowings under our unsecured lines of credit,knowledge and experience that we have gained to redeem all of our 6.125% senior notes due 2020 (the "2020 Notes") (approximately $300.0 milliongive us a competitive advantage in aggregate principal amount outstanding). The 2020 Notes were redeemed at par plus a “make-whole” premium of approximately $34.1 million. In addition, we wrote off approximately $1.5 million of unamortized debt discountthe outlet and debt origination costs related to the 2020 Notes.open-air retail business.

Increased Borrowing Capacity and Extension of Unsecured Lines of Credit

In January 2018, we closed on amendments to our unsecured lines of credit, which increased the borrowing capacity from $520.0 million to $600.0 million and extended the maturity date from October 2019 to October 2021, with a one-year extension option. We also reduced the interest rate spread over LIBOR from 0.90% to 0.875%, and increased the incremental borrowing availability through an accordion feature on the syndicated line from $1.0 billion to $1.2 billion. Loan origination costs associated with the amendments totaled approximately $2.3 million.


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Southaven Loan

In February 2018, the consolidated joint venture that owns the Tanger outlet center in Southaven, Mississippi amended and restated the $60.0 million mortgage loan secured by the property. The amended and restated loan reduced the principal balance to $51.4 million, increased the interest rate from LIBOR + 1.75% to LIBOR + 1.80% and extended the maturity to April 2021, with a two-year extension option.

Share Repurchase Program

In May 2017, we announced that our Board of Directors authorized the repurchase of up to $125.0 million of our outstanding common shares as market conditions warrant over a period commencing on May 19, 2017 and expiring on May 18, 2019.  Repurchases may be made through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18.  The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. During 2017, we repurchased approximately 1.9 million common shares on the open market at an average price of $25.80, totaling approximately $49.3 million exclusive of commissions and related fees. The remaining amount authorized to be repurchased under the program as of December 31, 2017 was approximately $75.7 million.


The Outlet Concept


Outlet centers generally consist of stores operated by manufacturersbrands and brand name retailers that sell primarily first quality, branded products, some of which are made specifically for the outlet distribution channel, to consumers at significant discounts from regular retail prices charged by department stores, specialty stores and specialty stores.their own full price channels. Outlet centers offer advantages to manufacturersbrands and brand name retailers as they are often able to charge customers lower prices for brand namebranded and designer products by eliminating the third party retailer. Outletretailer or through operating efficiencies. Stores and outlet centers also typically have lower operating costs than other retailing formats, enhancing their profit potential. Outlet centers enable retailers to optimize the size of production runs and their inventory positions while continuing to maintain control of their distribution channels. Outlet centers also enable manufacturersbrands and brand name retailers to establish a direct relationship with their customers.customers and maintain brand integrity through control of product placement and pricing.

We believe that outlet centers present an attractive opportunity for capital investment as many retailers view the outlet concept as a profitable distribution channel. However, due to present economic conditions, the availability of multiple retail channels, and the potential for increased competition from other outlet center developers, new developments or expansions may not provide an initial return on investment as high as has been historically achieved.


Our Outlet Centers


Each of our outlet centers, except one joint venture property, carriescenter, features the Tanger brand name. Additionally, we leverage the Tanger brand and platform to manage centers in Palm Beach, Florida. We believe that our tenants and consumers recognize the Tanger brand as one that provides outlet shoppingretail centers where consumers can trust the brand, qualityvalue and priceexperience.

In addition to our Tanger branded outlet portfolio, we recently acquired our first open-air lifestyle center in Huntsville, Alabama which was a natural extension of the merchandise they purchase directlyour capabilities and consistent with our long-term strategy of investing in dominant open-air retail centers in markets that benefit from the manufacturersoutsized residential and brand name retailers.tourism growth.


As one of the original participants in thisthe outlet industry and through key additions to our executive, leasing, operating and center teams, we have established long-standing relationships with many of our tenants that we believe isare critical in operating, managing, developing, and operatingacquiring successful outlet centers.


Our consolidated outlet centers range in size from 82,161 to 740,159 square feet and are typically located at least 10 miles from major department stores and manufacturer-owned, full-price retail stores. Historically, manufacturers prefer these locations so that they do not compete directly with their major customers and their own stores. Manyin a variety of our outlet centers are located neargeographical areas, including high frequency tourist destinations to attract tourists who consider shopping to be a recreational activity.and suburbs of vibrant and fast-growing markets. Additionally, our centers are often situated in close proximity to interstate highways that provide accessibility and visibility to potential customers.


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We have a diverse tenant base throughout our consolidated portfolio comprised of approximately 400comprising over 2,400 stores operated by more than 660 different well-known, upscale, national designer or brand name concepts, such as Ann Taylor, American Eagle Outfitters, Banana Republic Factory Store, Barneys New York, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Giorgio Armani, Hugo Boss Factory Store, J. Crew, Kate Spade New York, Lululemon Athletica, Michael Kors, Nike Factory Store, North Face, Polo Ralph Lauren Factory Store, Saks Fifth Avenue Off 5th,  Tommy Hilfiger, Under Armour, Victoria’s  Secret, Vineyard Vinescompanies. Our centers offer shoppers a curated mix of retailers specializing in apparel, footwear, accessories, athletic wear, athleisure, home furnishings, health and others.beauty, and digitally-native brands. Additionally, we are adding food, beverage, and entertainment options, along with other services, at our centers to attract new shoppers, extend visitor dwell time and increase frequency of visits.


No single tenant, including all of its store concepts, accounted for 10% or more of our combined base and percentage rental revenues during 2017, 2016the years ended 2023, 2022 or 2015.2021. As of December 31, 2017,2023, no single tenant accounted for more than 8% of our leasable square feet or 7%6% of our combined base and percentage rental revenues. Because many

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A portion of our tenants are large, multinational manufacturers or retailers, losses with respect to rent collections or lease defaults historically have been immaterial.

Only small portions of ourrental revenues are dependent on contingentvariable revenue sources. Revenues fromFor the year ended December 31, 2023, the components of rental revenues are as follows (in thousands):
2023
Rental revenues - fixed$343,433 
Rental revenues - variable (1)
95,456 
Rental revenues$438,889 
(1)Primarily includes rents based on a percentage of tenant gross sales volume and operating expense reimbursements accounted for approximately 91% of our total revenues in 2017. Revenues from contingent sources,reimbursable expenses such as percentage rents, vending incomecommon area expenses, utilities, insurance and miscellaneous income, accounted for approximately 9% of our total revenues in 2017.real estate taxes, which are paid on a pro rata basis.


Business History


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

Steven B. Tanger joined the Company in 1986, and by June 1993, the Tangers had developed 17 outlet centers totaling approximately 1.5 million square feet. In June 1993, we completed our initial public offering making Tanger Factory Outlet Centers, Inc. the first publicly traded outlet center company. Since our initial public offering, we have grownand subsequently grew our portfolio through the strategic development, expansion and acquisition of outlet centers and are now oneopen-air retail centers. In April 2020, Stephen Yalof, a successful and proven retail and real estate executive, joined the Company as President and Chief Operating Officer, as part of an executive succession plan for the role of Chief Executive Officer. Mr. Yalof became the Chief Executive Officer of the largest owner operators of outlet centers in the United States and Canada.Company effective January 1, 2021.

Business Strategy

Our company has been built on a firm foundation of strong and enduring business relationships coupled with conservative business practices. We partner with many of the world's best known and most respected retailers and manufacturers. By fostering and maintaining strong tenant relationships with these successful, high volume companies, we have been able to solidify our position as a leader in the outlet industry for well over a quarter century. The confidence and trust that we have developed with our retail partners from the very beginning has allowed us to forge the impressive retail alliances that we enjoy today with our brand name retailers and manufacturers.

We have had a solid track record of success in the outlet industry for the past 37 years. In 1993, Tanger led the way by becoming the industry's first outlet center company to be publicly traded. Our seasoned team of real estate professionals utilize the knowledge and experience that we have gained to give us a competitive advantage in the outlet business.

As of December 31, 2017, our consolidated outlet centers were 97% occupied with average tenant sales of $380 per square foot. Our portfolio of properties has had an average occupancy rate of 95% or greater on December 31st of each year since 1981. We believe our ability to achieve this level of performance is a testament to our long-standing tenant relationships, industry experience and our expertise in the development, leasing and operation of outlet centers.


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Growth Strategy


Our goal is to build shareholder value through a comprehensive, conservativedisciplined plan for sustained, long-term growth. We focus our efforts on increasing rents innet operating income at our existing outlet centers, renovating and expandingoptimizing selected outlet centers and reachingpursuing disciplined external growth in our current markets and potential new markets through selective ground-up developmentsdevelopment or acquisitionsthe acquisition of existing outlet centers. We expect new development to continue to be important to the growth of our portfolio in the long-term.retail real estate. Future outlet centersretail real estate assets may be wholly-owned by us, or developedowned through joint venture arrangements.ventures or partnership arrangements, or through management agreements.


Increasing rentsnet operating income at existing outlet centers


Our leasing team focuses on optimizing the marketinguse of available spaceour real estate to maintainattract and engage best in class brands and retailers with a focus on maximizing consumer demand and rent. The majority of our standard for high occupancy levels. Leasesleases are negotiated to provide for inflation-based contractual rent increases or periodic fixed contractual rent increases and percentage rents. We have historically been able to renew mostmany leases at higher base rents per square-foot and attractreplace underperforming tenants with new or existing brands in our portfolio. Given the current retail environment, we may choose to execute leases with new tenants or renew certain tenants to replace underperforming tenants.enhance our tenant mix or maintain a high portfolio occupancy rate. In addition, we are focused on generating non-store revenues (other revenues), through marketing partnerships, media and return on investment ("ROI") driven sustainability initiatives, and actively managing property operating expenses and marketing expenses as a means of growing net operating income.


Developing new outlet centers


We believe that there continue to be opportunities to introduce the Tanger brand in untapped or under-served markets across the United States and Canada in the long-term. We believe our 37 years ofexpertise in the outlet and open-air retail industry, experience, extensive development expertise and strong retail relationships give us a distinct competitive advantage.

In order to identify new markets across North America, we follow a general set of guidelines when evaluating opportunities for the development of new outlet centers. This typically includes seeking locations within markets that have at least 1 million people residing within a 30 to 40 mile radius with an average household income of at least $65,000 per year, frontage on a major interstate or roadway that has excellent visibility and a traffic count of at least 55,000 cars per day. Leading tourist, vacation and resort markets that receive at least 5 million visitors annually are also closely evaluated. Although our current goal is to target sites that are large enough to support outlet centers with approximately 60 to 90 stores totaling at least 250,000 to 350,000 square feet, we maintain the flexibility to vary our minimum requirements based on the unique characteristics of a site, tenant demand and our prospects for future growth and success.


In order to help ensure the viability of proceeding with a project, we first gauge the interest of our retail partners first.partners. We typically prefer to have signed leases or leases out for negotiation with tenants for at least 60% of the space in each outlet center prior to acquiring the site and beginning construction; however, we may choose to proceed with construction with less than 60% of the space pre-leased under certain circumstances. Construction of a new outlet center has typically takentakes us nine12 to twelve18 months from groundbreaking to the grand opening of the outlet center.


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Expanding and renovating existing outlet centers


Keeping our outlet shopping centers vibrant and growing is a key part of our formula for success. In order to maintain our reputation as the premiere outletpremier shopping destination in the markets that we serve, we have an ongoing program of renovations and expansions taking place at our outlet centers. Construction for expansion and renovation to existing properties typically takes less time, usually between six to nine months depending on the scope of the project.


Acquiring Outlet Centersretail real estate


As a means of creating a presence in key markets and to create shareholder value, weWe may selectively choose to acquire individual properties or portfolios of properties that meet our strategic investment criteria. We believe that our extensive experience in the outlet centerretail business, access to capital markets, familiarity with real estate markets and our management experience will allow us to evaluate and execute our acquisition strategy successfully over time. Through our tenant relationships, our leasing professionalsteams have the ability to implement a re-merchandising strategy when needed to increase occupancy rates, optimize rents and maximize value. We believe that our managerial skills, marketingbrand operating platform and operational expertise and overall outletretail industry experience will also allow us to add long-term value and viability to these outlet centers.assets.


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Operating Strategy


Increasing cash flow to enhance the value of our properties and operations remains a primary business objective. Through targeted marketing and operational efficiencies, we strive to improve sales and profitability of our tenants and our outlet centers as a whole. Achieving higher base and percentage rents and generating additional income from temporary leasing, vendingmedia and other non-store sources also remains an important focus and goal.


Leasing


Our long-standing retailer relationships and our focus on identifying emerging retailers allow us the ability to provide our shoppers with a collection of the world's most popular outlet stores.retailers. Tanger customers shop and save on their favorite brand namebranded merchandise including men's, women's and children's ready-to-wear, digitally native brands, lifestyle apparel, footwear, jewelry and accessories, tableware, housewares, luggage and home goods. In addition, we are focused on adding non-traditional uses to our tenant mix, including experiential and food and beverage tenants. In order for our outlet centers to perform at a high level, our leasing professionals continually monitor and evaluate tenant mix, store size, store location and sales performance. They also work to assist our tenants through re-sizing and re-location of retail space within each of our outlet centers for maximum sales of each retail unit across our portfolio.


Marketing
Our comprehensive marketing plans deliver compelling, well-crafted messages and enticing promotions and eventsare designed to targeted audiences for tangible, meaningful and measurable results. Our plans are based on a basic measure of success - increasedrive sales and traffic in partnership with our retail partners. We leverage data to enable a return on investment-oriented performance marketing approach for efficient customer acquisition. Investments to transform our digital channels allow us to engage existing customers with timely and personalized communications. Our loyalty strategies are two pronged – earning increased wallet share with vested customers and optimizing an incremental ancillary revenue stream. Our efforts to engage broad audiences through seasonal events and our digital channels enable our ability to monetize our customer audience for media and sponsorship opportunities with retail partners and we will create successful outlet centers. Utilizing a strategic mix of print, radio, television, direct mail, our consumer website, Internet advertising, social networks, mobile applications and public relations, we consistently reinforce the Tanger brand. Our marketing efforts are also designed to build loyalty with current Tanger shoppers and create awareness with potential customers. The majority of consumer-marketing expenses incurred by us are reimbursable by our tenants.nationally trusted brands.


Capital Strategy


We believe we achieve a strong and flexible financial position by attempting to: (1) maintain a conservative leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through a properan appropriate mix of fixed and variable rate debt and interest rate hedging strategies, (4) maintain access to liquidity by using our lines of credit in a conservative manner and (5) preserve internally generated sources of capital by strategically divesting of our non-core assets and maintaining a conservative distribution payout ratio. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our requirements. requirements, including without limitation, cash on hand, retained free cash flow and debt and equity issuances.



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We intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders. We are a well-known seasoned issuer with a shelf registration statement on Form S-3 that allows us to register unspecified amounts of different classes of securities on Form S-3.securities. To generate capital to reinvest into other attractive investment opportunities, we may also consider the use of additional operational and developmental joint ventures, the sale or lease of outparcels on our existing properties and the sale of certain properties that do not meet our long-term investment criteria. Based on cash provided by operations, cash and cash equivalents, our short-term investments, existing lines of credit, ongoing relationships with certain financial institutions and our ability to issue debt or equity subject to market conditions, we believe that we have access to the necessary financing to fund our planned capital expenditures during 2018.2024.

We anticipate that adequate cash will be available to fund our operating and administrative expenses, regular debt service obligations, and the payment of dividends in accordance with REIT requirements in both the short and long-term. Although we receive most of our rental payments on a monthly basis, distributions to shareholders and 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 our existing lines of credit or invested in short-term money market or other suitable instruments adhering to our investment policies.


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We believe our current balance sheet position is financially sound; however, due to the uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt maturity, which is our $350.0 million unsecured term loan, occurs in 2021. senior notes due September 2026.

As a result, our current primary focus is to continually strengthen our capital and liquidity position by controlling and reducing construction and overhead costs,our capital expenditure levels, generating positive cash flows from operations to cover our distributions and reducing outstanding debt.maintaining appropriate leverage levels.


Competition


We carefully consider the degree of existing and planned competition in a proposed area before deciding to develop, acquire or expand a new outletretail center. Our outlet centers compete for customers primarily with outletretail centers built and operated by different developers, traditional shopping malls, full-andfull- and off-price retailers and e-commerce retailers. However,

Because our revenues are ultimately linked to our tenants' success, we believe thatare affected by the majority ofsame competitive factors, such as consumer spending habits, as our customers visit outlet centers because they are intent on buying name-brand products at discounted prices. Traditional full-and off-price retailers and e-commerce retailers are often unable to provide such a variety of and depth of name-brand products at attractive prices.tenants.

Tenants of outlet centers are generally adverse to direct competition with major retailers and their own specialty stores. For this reason, our outlet centers generally compete only to a limited extent with traditional malls in or near metropolitan areas.


We compete with institutional pension funds, private equity investors, other REITs, individual owners of outletretail centers, specialty stores and others who are engaged in the acquisition, development or ownership of outletretail centers and stores. In addition, the number of entities competing to acquire or develop outletretail centers has increased and may continue to increase in the future, which could increase demand for these outletretail centers and the prices we must pay to acquire or develop them. Nevertheless, we believe the high barriers to entry in the outlet industry, including the need for extensive marketing programs to drive traffic to the centers and relationships with premier manufacturers and brand name retailers, will continue to limit the number of new outlet centers developed each year.


Financial Information


We have one reportable operating segment. For financial information regarding our segment, see our consolidated financial statements.


Corporate and Regional Headquarters


We rent space in an office building in Greensboro, North Carolina where our corporate headquarters is located, as well as a regional office in Miami, Florida.New York, New York.


As of February 1, 2018,December 31, 2023, we maintain offices and employ on-site managersmanagement at 3834 consolidated and unconsolidated outlet centers.centers and one managed center. The managers closely monitor the operation, marketing and local relationships at each of their outlet centers.


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Insurance


We believe that as a whole our properties are covered by adequate comprehensive liability, fire, flood, earthquake and extended loss insurance provided by reputable companies with commercially reasonable and customary deductibles and limits. Northline Indemnity, LLC, ("Northline"), a wholly-owned captive insurance subsidiary of the Operating Partnership, is responsible for losses up to certain levels for property damage (including wind damage from hurricanes) prior to third-party insurance coverage. Specified types and amounts of insurance are required to be carried by each tenant under their lease. There are, however, types of losses, like those resulting from wars or nuclear radiation, which may either be uninsurable or not economically insurable in some or all of our locations. An uninsured loss could result in a loss to us of both our capital investment and anticipated profits from the affected property.



Our Core Values
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Our Core Values are to consider community first, seek the success of others, act fairly and with integrity and make it happen.


EmployeesConsider Community First - Our diverse communities are the heartbeat of our business. Our decision-making must reflect the varied perspectives that contribute to making our Company a welcoming environment for all. Our philanthropic and sustainable commitments exist to better all the communities we serve.


Seek the Success of Others - We are all in this together, and we believe true success can only be achieved when it is experienced by our shoppers, retailers, and team members alike. We strive to create a culture of inclusion, where we can all be better – together.

Act Fairly and with Integrity - Our bond is strongest when we act with integrity and fairness in everything we do. Tanger’s commitment to ethics lives throughout every level, interaction, and function of the organization, and is what we are known for.

Make it Happen - This is the Tanger state of mind, and it is deeply rooted in our heritage. We are empowered to take smart risks, innovate and to use our voices to advocate for our ideas and for others within our communities.

Human Capital

As of February 1, 2018,December 31, 2023, we had 287364 full-time employees, located at our corporate headquarters in North Carolina our regional office in Miami and 4035 business offices. At that date, we also employed 35343 part-time employees at various locations. In 2023, 41% of our full-time workforce have been employed by us for five years or longer. We believe our relations with our employees to be relatively good. None of our employees are represented by a union or parties to a collective bargaining agreement.


As of December 31, 2023, team members who identify as females made up 70% of field employees, 33% of our executive leadership team, and 71% of our total 407-person workforce. Racial minorities made up 16% of our total workforce in 2023. The Board's gender composition consisted of 22% members who identify as female and 22% of members with racial diversity.

We believe attracting, developing and retaining talent is critical to our long-term success. We focus on creating strategies that enhance an environment of high-performance engagement, and individual development, where employees are rewarded and recognized. We provide numerous training programs, which include topics such as operational training, leadership development, customer service and technology training. We recognize that motivation and rewards are different for individuals at various times in their careers, and a balanced blend of monetary and non-monetary rewards can generate valuable business results. We provide employee benefits on par or above industry standards. In addition, we support employees with 40 hours per year of paid volunteer time off to encourage volunteering for worthwhile activities in their local communities. Part-time employees are included in our 401(k) plans, which offer immediate vesting and dollar-for-dollar matches for employee contributions up to 3%, and $0.50 for every dollar contributed on the next 2% deferred. Part-time employees also participate in paid time off ("PTO") after five years of service and are eligible to participate in our accident and critical Illness voluntary benefits.


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Environment, Social and Governance ("ESG") Programs

We work to create long-term value for our shareholders, retail partners and employee team members while we support strong communities and work towards protecting the future of our planet. We integrate ESG into our business practices and seek to address the issues most important to our stakeholders. Our Core Values of Consider Community First, Seek the Success of Others, Act Fairly and with Integrity and Make it Happen form the foundation of our approach as we set goals to create positive social and economic impact while reducing our environmental footprint.

Reporting frameworks

Our goal is to utilize best practices in every aspect of our business, including our disclosures and ESG reporting. We have utilized the standards of the Global Reporting Initiative ("GRI") since 2016 and began integrating certain disclosures from the Sustainability Accounting Standards Board ("SASB," now the "Value Reporting Foundation") in 2019. Since 2021, we have disclosed our data to the Global Real Estate Sustainability Benchmark ("GRESB") and CDP (formerly, the "Carbon Disclosure Project"). In 2022, we became a signatory to the United Nations Global Compact, and aligned our reporting with the Task Force on Climate-related Financial Disclosures ("TCFD") framework. We continue to assess and improve our climate-related governance and strategy to remain apace with current regulatory landscape and framework reporting requirements.

ESG governance

Our ESG Executive Committee leads the governance of ESG matters at our Company and is chaired by our General Counsel. Consisting of executives from various functional areas of our Company, including, without limitation, Operations, Finance and People and Culture, the Executive Committee advises on the Company's approach to ESG. The Executive Committee monitors progress toward achievement of goals and communicates priority ESG issues to senior leadership. Our full Board provides oversight for the ESG function, and, as appropriate, certain matters are considered by a specific committee of the Board.

Priority ESG issues

Our ESG materiality process drives strategy on environmental, social, economic and governance topics. We begin by identifying opportunities and risks, and leverage external frameworks and engage stakeholders, executives and our Board members to help identify key ESG issues. These key issues are translated into operational priorities and processes across the Company. As a result of a robust materiality assessment conducted by a third party in 2021, we identified the following priority material issues that we believe are of greatest relevance to the Company and our stakeholders: Diversity, Equity and Inclusion; Energy Use and Efficiency; Community Involvement; Climate Change and Tenants' Environmental and Social Footprint.

For the avoidance of doubt, while certain matters discussed in our ESG Report, ESG Policies and other ESG-related disclosures may be significant, any significance should not be read as necessarily rising to the level of materiality as that concept is used for the purposes of our compliance and reporting pursuant to the U.S. federal securities laws and regulations. The concept of materiality used in our ESG disclosures, including as it is used above, is based on other definitions of materiality, some of which may require that we use a level of estimation and assumption that may make the resulting disclosures inherently uncertain. This is the case even where we use the word “material” or “materiality” in our ESG disclosures. Therefore, issues that we identify as “material” from an ESG perspective are not necessarily material to the Company under the U.S. federal securities laws and regulations. The contents of our ESG Report, ESG Policies and other ESG-related disclosures are not incorporated by reference into this Annual Report and do not form a part of this Annual Report.

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Government Regulations

We are subject to regulation by various federal, state, provincial and local agencies. These agencies include the Environmental Protection Agency, Occupational Safety and Health Administration and Department of Labor and Equal Employment Opportunity Commission. We believe we comply, in all material respects, with existing applicable statutes and regulations affecting environmental issues and our employment, workplace health and workplace safety practices, and compliance with such statutes and regulations has no material effect on our capital expenditures, earnings or competitive position.

ITEM 1A.1A RISK FACTORS


Important risk factors that could materially affect our business, financial condition or results of operations in future periods are described below. These factors are not intended to be an all-encompassing list of risks and uncertainties and are not the only risks and uncertainties we face. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods. Additional information regarding forward-looking statements is included in the beginning of Part I in this Annual Report.

Risks Related to Real Estate Investments


The economic performance and the market value of our centers are dependent on risks associated with real property investments.

Real property investments are subject to varying degrees of risk. The economic performance and market values of our real property investments may be affected by many factors, including changes in the international, national, regional and local economic climate, inflation, deflation, interest rates, changes in government policies and regulations, including changes in tax laws, unemployment rates, consumer confidence, consumer shopping preferences, local conditions such as an oversupply of space or a reduction in demand for real estate in the area, the attractiveness of the properties to tenants, competition from other available space, our ability to provide adequate maintenance and insurance, increased operating costs and increased costs to address environmental impacts related to climate change or natural disasters.

We may be unable to develop new outlet centers or expand existing outlet centers successfully.


We intend to continue to develop new outlet centers and expand existing outlet centers as opportunities arise. However, there are significant risks associated with our development activities in addition to those generally associated with the ownership and operation of established retail properties. While we have policies in place designed to limit the risks associated with development, these policies do not mitigate all development risks associated with a project. These risks include, but are not limited to, the following:


significant expenditure of money and time on projects that may be delayed or never be completed;


higher than projected construction costs;


shortage of construction materials and supplies;


failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; and


late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control.control; and


Any or alldevelopment projects may have defects we do not discover through our inspection processes, including latent defects that may not reveal themselves until many years after we put a property in service.

The realization of these factors may impede our development strategyany of the above risks could significantly and adversely affect our overall business.

The economic performanceability to meet our financial expectations, our financial condition, results of operations, and the market value of our outlet centers are dependent on risks associated with real property investments.

Real property investments are subject to varying degrees of risk. The economic performance and values of real estate may be affected by many factors, including changes in the national, regional and local economic climate, inflation, changes in government policies and regulations, unemployment rates, consumer confidence, consumer shopping preferences, local conditions such as an oversupply of space or a reduction in demand for real estate in the area, the attractiveness of the properties to tenants, competition from other available space,cash flows, our ability to provide adequate maintenancepay dividends to our shareholders, the market price of our common shares, and insurance and increased operating costs.our ability to satisfy our debt service obligations.

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Real property investments are relatively illiquid.


Our outlet centers represent a substantial portion of our total consolidated assets. These assets are relatively illiquid. As a result, our ability to sell one or more of our outlet centers in response to any changes in economic or other conditions is limited. If we want to sell an outleta center, there can be no assurance that we will be able to dispose of it in the desired time period or that the sales price will exceed the cost of our investment.


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Properties have been in the past and may be in the future subject to impairment charges, which can adversely affect our financial results.


We periodically evaluate long-lived assets to determine if there has been any impairment in their carrying values or if there are other indicators of impairment and record impairment losses if the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts or if there are other indicators of impairment.amounts. If it is determined that an impairment has occurred, we would be required to record an impairment charge equal to the excess of the asset's carrying value over its estimated fair value, which could have a material adverse effect on our financial results in the accounting period in which the adjustment is made. Our estimates of undiscounted cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, changes in market rental rates and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analysis may not be achieved.


Also, we assess whether there are any indicators that the value of our investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investments, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. Our estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, discount and capitalization rates, changes in market rental rates and operating costs of the property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the values estimated by us in our impairment analysis may not be realized.


In recent years, we have recorded impairment charges related to both our long-lived assets and our investments in consolidated joint ventures. In addition, based upon current market conditions, one of our centers has an estimated fair value significantly less than its recorded carrying value of approximately $111.1 million. However, based on our current plan with respect to that center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded. Accordingly, we will continue to monitor circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, utilized to determine whether an impairment charge is necessary. As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.

Dispositions may not achieve anticipated results.


From time to time, we have strategically disposed of assets, and may strategically dispose of additional assets in the future, with the goal of improving the overall performance of our core portfolio. However, we may not achieve the results we originally anticipated at the time of disposition. If we are not successful at achieving the anticipated results, there is a potential for a significant adverse impact on our returns and our overall profitability.









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We face competition for the acquisition and development of outlet centers, and we may not be able to complete acquisitions or developments that we have identified.


We intend to grow our business in part through acquisitions and new developments. We compete with institutional pension funds, private equity investors, other REITs, small owners of outlet centers, specialty stores and others who are engaged in the acquisition, development or ownership of outlet centers and stores. These competitors may succeed in acquiring or developing outlet centers themselves. Also, our potential acquisition targets may find our competitors to be more attractive acquirers because they may have greater marketing and financial resources, may be willing to pay more, or may have a more compatible operating philosophy. In addition, the number of entities competing to acquire or develop outlet centers has increased and may continue to increase in the future, which could increase demand for these outlet centers and the prices we must pay to acquire or develop them. If we pay higher prices for outlet centers, our profitability may be reduced. We may also have to accept less favorable terms to acquire a center. For example, we may acquire assets subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities, such as liabilities for the remediation of undisclosed environmental contamination; claims by tenants, vendors, or other persons dealing with the former owners of the assets; and claims for indemnification by general partners, directors, officers, and others indemnified by the former owners of the assets. Also, once we have identified potential acquisitions, such acquisitions are subject to the successful completion of due diligence, the negotiation of definitive agreements and the satisfaction of customary closing conditions. We cannot assure you that we will be able to reach acceptable terms with the sellers or that these conditions will be satisfied. The realization of any of the above risks could significantly and adversely affect our ability to meet our financial expectations, our financial condition, results of operations, and cash flows, our ability to pay dividends to our shareholders, the market price of our common shares, and our ability to satisfy our debt service obligations.


We may be subject to environmental regulation.


Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in our property or disposed of by us, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). This liability may be imposed whether or not we knew about, or were responsible for, the presence of hazardous or toxic substances.


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Possible terrorist activity or other acts or threats of violence This liability could exceed our resources and threats to public safetyany recovery available through any applicable insurance coverage, which could adversely affect our ability to pay dividends to shareholders.

We may incur significant costs to comply with the Americans With Disabilities Act and fire, safety and other regulations.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that could adversely affect our cash flows. Compliance with the Americans with Disabilities Act (the “ADA”) requirements could require removal of access barriers, and non-compliance could result in the imposition of fines by the United States government, awards of damages to private litigants, or both. While the tenants to whom our portfolio is leased are obligated to comply with ADA provisions, within their leased premises, we are required to comply with ADA requirements within the common areas of the properties in our portfolio and we may not be able to pass on to our tenants any costs necessary to remediate any common area ADA issues. In addition, we are required to operate the properties in compliance with fire and safety regulations and applicable building codes, as they may be adopted by governmental agencies and bodies and become applicable to our portfolio. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate or redevelop the properties subject to, those requirements and to comply with the provisions of the ADA. The resulting expenditures and restrictions could have a material adverse effect on our financial condition and results of operations.operating results.


Terrorist attacks and threats of terrorist attacks, whether in the United States, Canada or elsewhere, or other acts or threats of violence may result in declining economic activity, which could harm the demand for goods and services offered by our tenants and the value of our properties and might adversely affect the value of an investment in our securities. Such a resulting decrease in retail demand could make it difficult for us to renew or re-lease our properties.

Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss. In addition, these acts and threats might erode business and consumer confidence and spending, and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, impair the ability of tenants to meet their obligations under their existing leases, limit our access to capital, increase our cost of raising capital and/or give rise to third party claims.

Risks Related to our Business


Conditions that adversely affect the general retail environment could materially and adversely affectus

Our primary source of revenue is derived from retail tenants, which means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation:

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domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation and limited growth in consumer income as well as from actual or perceived changes in economic conditions, which can result from global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, natural disasters, war, epidemics and pandemics, the fear of spread of contagious diseases, and civil unrest and terrorism;

levels of consumer spending, changes in consumer confidence, income levels, and fluctuations in seasonal spending in the United States and internationally;

supply chain disruptions and labor shortages;

consumer perceptions of the safety, convenience and attractiveness of our centers, including due to a heightened level of concern in public places due to risks associated with the transmission of disease, random acts of violence or consumer perception of increased risk of criminal activity;

the impact on our retail tenants and demand for retail space at our centers from the increasing use of the Internet by retailers and consumers, which accelerated during the COVID-19 pandemic;

the creditworthiness of our retail tenants and the availability of new creditworthy tenants and the related impact on our occupancy levels and lease income;

the willingness of retailers to lease space in our properties at attractive rents, or at all;

changes in applicable laws and regulations, including tax, environmental, safety and zoning;

changes in regional and local economies, which may be affected by increased rates of unemployment, increased foreclosures, higher taxes, decreased tourism, industry slowdowns, adverse weather conditions, and other factors;

increased costs of maintenance, insurance and operations (including real estate taxes); and

epidemics, pandemics or other public health crises, like the COVID-19 pandemic, and the governmental reaction thereto.

To the extent that any or a portion of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, the demand for retail space, market rents and rent growth, the vacancy levels at our properties, the value of our properties, which could directly or indirectly materially and adversely affect our financial condition, operating results and overall asset value. Additionally, a portion of our lease income is derived from overage rents based on sales over a stated base amount that directly depend on the sales volume of our retail tenants. Accordingly, declines in our tenants’ sales performance could reduce the income produced by our properties. Over time, declines in our tenants’ sales performance can also negatively impact our ability to sign new and renewal leases at desired rents.

Our earnings and therefore our profitability are dependent on rental income from real property.


Substantially all of our income is derived from rental income from real property. Our income and funds for distribution would be adversely affected if rental rates at our centers decrease, if a significant number of our tenants were unable to meet their obligations to us or if we were unable to lease a significant amount of space in our outlet centers on economically favorable lease terms. In addition, the terms of outlet store tenant leases traditionally have been significantly shorter than in other retail segments. There can be no assurance that any tenant whose lease expires in the future will renew such lease or that we will be able to re-lease space on economically favorable terms.


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We are substantially dependent on the results of operations of our retailers.retail tenants and their bankruptcy, early termination or closing could adversely affect us.


Our operations are subject to the results of operations of our retail tenants. AAs noted above, a portion of our rental revenues are derived from percentage rents that directly depend on the sales volume of certain tenants. Accordingly, declines in these tenants' results of operations would reduce the income produced by our properties. If the sales or profitability of our retail tenants decline sufficiently, whether due to a change in consumer preferences, legislative changes that increase the cost of their operations or otherwise, such tenants may be unable to pay their existing rents as such rents would represent a higher percentage of their sales. Any resulting leasing delays, failures to make payments or tenant bankruptcies could result in the termination of such tenants' leases.


A number of companies in the retail industry, including some of our tenants, have declared bankruptcy or have voluntarily closed all or certain of their stores in recent years. The bankruptcy of a major tenant or number of tenants may result in the closing of certain affected stores or reduction of rent for stores that remain operating. If any of our tenants becomes a debtor in a case under the U.S. Bankruptcy Code, as amended, we cannot evict that tenant solely because of its bankruptcy. The bankruptcy court may authorize the tenant to reject and terminate its lease with us. Our claim against such tenant for uncollectible future rent would be subject to a statutory limitation that might be substantially less than the remaining rent actually owed to us under the tenant’s lease.

In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets. Our occupancy at our consolidated centers has remained stable at 97% at December 31, 2023 and 2022, respectively. If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.

Re-leasing this space may take longer than our historical experience. In addition, we may not be ableunable to re-leasereplace the resulting vacant space for some time or forat equal or greater rent. Such bankruptcy, rent, and/or we may incur significant tenant allowances to induce tenants to enter into leases. As such, the voluntary closings of a significant amount of stores could have a material adverse effect on our results of operations and could result in a lower level of funds for distribution.distribution to our shareholders.


Significant inflation could negatively impact our business.

Substantial inflationary pressures can adversely affect us by increasing the costs of materials, labor and other costs needed to operate our business. Higher construction costs could adversely impact our investments in real estate assets and our expected yields on development projects. The majority of our leases are negotiated to provide for inflation-based contractual rent increases or periodic fixed contractual rent increases and percentage rents. However, if we are unable to increase our rental prices to offset the effects of inflation, our business, results of operations, cash flows and financial condition could be adversely affected. In addition, interest rate increases enacted to combat inflation have caused market disruption and could prevent us from acquiring or disposing of assets on favorable terms.

Inflation may also cause increased volatility in financial markets, which could affect our ability to access the capital markets or impact the cost or timing at which we are able to do so. To the extent our exposure to increases in interest rates on any of our debt is not eliminated through interest rate swaps and interest rate protection agreements, such increases will result in higher debt service costs, which will adversely affect our cash flows.

There is no guarantee that we will be able to mitigate the effects of inflation and related impacts, and the duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations and financial condition, remain unknown at this time.

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Certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these properties which otherwise would be in our best interests and our shareholders' interests.


We own partial interests in outlet centers with various joint venture partners. The approval or consent of the other members of these joint ventures is required before we may sell, finance, expand or make other significant changes in the operations of these properties. We also may not have control over certain major decisions, including approval of the annual operating budgets, selection or termination of the property management company, leasing and the timing and amount of distributions, which could result in decisions that do not fully reflect our interests. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans and strategies with respect to expansion, development, property management, on-going operations, financing (for example, decisions as to whether to refinance or obtain financing, when and whether to pay down principal of any loan and whether and how to cure any defaults under loan documents) or other similar transactions with respect to such properties.



Further, these investments, and other future similar investments, could involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. If one of our partners or other owners in these investments were to become bankrupt, we may be precluded from taking certain actions regarding our investments without prior court approval, which at a minimum may delay the actions we would or might want to take.
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Disputes between us and partners or other owners might result in litigation or arbitration that could increase our expenses and prevent us from focusing our time and efforts on our business. Consequently, actions by, or disputes with, partners or other owners might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we risk the possibility of being liable for the actions of our partners or other owners.


We face risks associated with climate change and severe weather.

To the extent climate change causes changes in weather patterns, our properties in certain markets could experience, among other impacts, severe weather, rising sea levels and other natural disasters. Approximately, 42% of the square footage of our consolidated portfolio are located in coastal areas, which are at risk to be impacted by storms intensity and 14% of the square footage of our consolidated portfolio are in areas that are at risk to be impacted by rising sea levels. Over time, these conditions could result in volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms, or at all, increasing the cost of energy at our properties or requiring us to spend funds to repair and protect our properties against such risks. Changes in federal, state, and local legislation and regulation based on concerns about climate change, including compliance with “green” building codes, could result in increased capital expenditures on our existing properties and our new development properties (for example, to improve their energy efficiency and/or resistance to severe weather) or increased taxes and fees assessed on us or our properties, and in our and our tenants’ increased compliance and other costs, without a corresponding increase in revenue, which may result in adverse impacts to our and our tenants’ operating results. There can be no assurance that climate change and severe weather, or the potential impacts of these events on our tenants, will not have a material adverse effect on our properties, operations, or business.

An uninsured loss or a loss that exceeds our insurance policies on our outlet centers or the insurance policies of our tenants could subject us to lost capital and revenue on those outlet centers.


Some of the risks to which our outlet centers are subject, including risks of terrorist attacks, war, earthquakes, hurricanes and other natural disasters, are not insurable or may not be insurable in the future. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the insurance policies noted above or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in and anticipated revenue from one or more of our outlet centers, which could adversely affect our results of operations and financial condition, as well as our ability to make distributionspay dividends to our shareholders.




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Under the terms and conditions of our leases, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons and contamination of air, water, land or property, on or off the premises, due to activities conducted in the leased space, except for claims arising from negligence or intentional misconduct by us or our agents. Additionally, tenants generally are required, at the tenant's expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies issued by companies acceptable to us. These policies include liability coverage for bodily injury and property damage arising out of the ownership, use, occupancy or maintenance of the leased space. All of these policies may involve substantial deductibles and certain exclusions. Therefore, an uninsured loss or loss that exceeds the insurance policies of our tenants could also subject us to lost capital and revenue. We cannot predict the future availability of insurance coverage against any risk of loss. Insurance companies may discontinue coverage for certain risks, or, if offered, such coverage may become excessively expensive.

Consumer spending habits may change.

Shoppers may choose to spend a greater percentage of their disposable income to purchase goods through e-commerce or other retail channels, which could reduce the number of trips to our outlet centers and the average amount spent per visit. Such a change in consumer spending habits could adversely affect the results of operations of our retail tenants and adversely impact our percentage rents and ability to renew and release space at favorable rental rates.


Our Canadian investments may subject us to different or greater risk from those associated with our domestic operations.


As of December 31, 2017,2023, through a co-ownership arrangement with a Canadian REIT, we have an ownership interest in four propertiestwo centers located in Canada. Our operating results and the value of our Canadian operations may be impacted by any unhedged movements in the Canadian dollar. Canadian ownership activities carry risks that are different from those we face with our domestic properties. These risks include:


adverse effects of changes in the exchange ratesrate between the USU.S. and Canadian dollar;


changes in Canadian political and economic environments, regionally, nationally, and locally;


challenges of complying with a wide variety of foreign laws;


changes in applicable laws and regulations in the United States that affect foreign operations;


property management services being provided directly by our 50/50 ​co-owner,co-owner, not by us; and


obstacles to the repatriation of earnings and cash.


Any or all of these factors may adversely impact our operations and financial results, as well as our overall business.


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Our success significantly depends on our key personnel and our ability to attract and retain key personnel.
Our success depends upon the personal efforts and abilities of our senior management team and other key personnel. Although we believe we have a strong management team with relevant industry expertise, the extended loss of the services of key personnel could have a material adverse effect on the securities markets' view of our prospects and materially harm our business. Also, our success and the achievement of our goals are dependent upon our ability to attract and retain qualified employees.


Risks Related to our Indebtedness and Financial Markets


We are subject to the risks associated with debt financing.


We are subject to the risks associated with debt financing, including the risk that the cash provided by our operating activities will be insufficient to meet required payments of principal and interest. Disruptions in the capital and credit markets may adversely affect our operations, including the ability to fund the planned capital expenditures and potential new developments or acquisitions. Further, there is the risk that we will not be able to repay or refinance existing indebtedness or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If we are unable to access capital markets to refinance our indebtedness on acceptable terms, we might be forced to dispose of properties on disadvantageous terms, which might result in losses.












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The Company depends on distributions from the Operating Partnership to meet its financial obligations, including dividends.

The Company's operations are conducted by the Operating Partnership, and the Company's only significant asset is its interest in the Operating Partnership. As a result, the Company depends upon distributions or other payments from the Operating Partnership in order to meet its financial obligations, including its obligations under any guarantees or to pay dividends to its common shareholders. As a result, these obligations are effectively subordinated to existing and future liabilities of the Operating Partnership. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company. Although the Operating Partnership presently is in compliance with these covenants, there is no assurance that the Operating Partnership will continue to be in compliance and that it will be able to make distributions to the Company.

We may not be able to obtain additional capital to further our business objectives.

Our ability to acquire and develop properties depends upon our ability to obtain capital. The real estate industry has historically experienced periods of volatile debt and equity capital markets and/or periods of extreme illiquidity. A prolonged period in which we cannot effectively access the public debt and/or equity markets may result in heavier reliance on alternative financing sources to undertake new investments. An inability to obtain debt and/or equity capital on acceptable terms could delay or prevent us from acquiring, financing, and completing desirable investments and could otherwise adversely affect our business. Also, the issuance of additional shares of capital stock or interests in subsidiaries to fund future operations could dilute the ownership of our then-existing stakeholders. Even as liquidity returns to the market, debt and equity capital may be more expensive than in prior years.

The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties.


Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture property, which is non-recourse to us. Nevertheless, the joint venture’s failure to satisfy its debt obligations could result in the loss of our investment therein. As of December 31, 2023, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $10.0 million. A default by a joint venture under its debt obligations maywould expose us to liability under a guaranty. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings arefunding is not typically required contractually or otherwise.


Adverse changes in our credit ratings could negatively affect our financing ability.

Our credit ratings may affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur. There can be no assurance that we will be able to maintain and/or improve our current credit ratings. In the event that our current credit ratings are downgraded or removed, we would most likely incur higher borrowing costs and experience greater difficulty in obtaining additional financing, which in turn would have a material adverse impact on our financial condition, results of operations, cash flows, and liquidity.














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Our interest rate hedging arrangements may not effectively limit our interest rate risk exposure.

As of December 31, 2023, we had approximately $389.7 million of outstanding indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future. As of December 31, 2023, we had interest rate hedging agreements in place for $300.0 million of variable rate cash flows which expired on February 1, 2024. In addition, we had $325.0 million of forward starting interest rate swap agreements as of December 31, 2023, which became effective on February 1, 2024. We manage our exposure to interest rate risk by periodically entering into interest rate hedging agreements to effectively fix a portion of our variable rate debt. Our use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including that a counterparty to a hedging arrangement may fail to honor its obligations. We enter into swaps that are exempt from the requirements of central clearing and/or trading on a designated contract market or swap execution facility pursuant to the applicable regulations and rules, and thus there may be more counterparty risk relative to others who do not utilize such exemption. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements.

The price per share of our stock may fluctuate significantly.

The market price per share of our common stock may fluctuate significantly in response to a variety of factors, many of which are beyond our control, including, but not limited to:

•    the availability and cost of debt and/or equity capital;

•    the condition of our balance sheet;

•    actual or anticipated capital requirements;

•    the condition of the financial and banking industries;

•    actual or anticipated variations in our quarterly operating results or dividends;

•    the amount and timing of debt maturities and other contractual obligations;

•    changes in our net income, funds from operations, or guidance;

•    the publication of research reports and articles (or false or misleading information) about us, our tenants,
    the real estate industry, or the retail industry;

•    the general reputation of REITs and the attractiveness of their equity securities in comparison to other
    debt or equity securities (including securities issued by other real estate-based companies);

•    general stock and bond market conditions, including changes in interest rates on fixed-income
    securities, that may lead prospective shareholders to demand a higher annual yield from future dividends;

•    changes in our analyst ratings;

•    changes in our corporate credit ratings or credit ratings of our debt or other securities;

•    changes in market valuations of similar companies;

•    adverse market reaction to any additional debt we incur or equity we raise in the future;

•    additions, departures, or other announcements regarding our key management personnel and/or the Board;

•    actions by institutional shareholders;
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•    speculation in the press or investment community;

•    short selling of our common shares;

•    the publication or dissemination of opinions, characterizations, or disinformation that are intended to create negative market momentum, including through the use of social media;

•    risks associated with generative artificial intelligence tools and large language models and the conclusions that these tools and models may draw about our business and prospects in connection with the dissemination of negative opinions, characterizations, or disinformation;

•    terrorist activity adversely affecting the markets in which our securities trade, possibly increasing market
volatility and causing the further erosion of business and consumer confidence and spending;

•    government regulatory action and changes in tax laws;

•    fiscal policies or inaction at the U.S. federal government level that may lead to federal government
shutdowns or negative impacts on the U.S. economy;

•    fluctuations due to general market volatility;

•    disruptions in the banking sector or failures of financial institutions that we or our tenants may or may not
have business relationships with;

•    global market factors adversely affecting the U.S. and Canadian economic and political environments;

•    general market and economic conditions; and

•    the realization of any of the other risk factors included in this annual report on Form 10-K.

These factors may cause the market price of our common shares to decline, regardless of our financial condition, results of operations, business, or prospects.

Risks Related to Federal Income Tax Laws


The Company's failureIf we fail to qualify as a REIT, could subject our earningsoperations and distributions to corporate level taxation.shareholderswould be adversely affected.


We have elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. We believe that we have operatedare organized and intend to operate in a manner that permits the Companyhas allowed us to qualify and will allow us to remain qualified as a REIT under the Internal Revenue Code of 1986, as amended.amended (the "Internal Revenue Code"). However, there can be no assurance that we cannot assure you that the Company hashave qualified or will remain qualifiedcontinue to qualify as a REIT for U.S. federal income tax purposes.Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to continue to qualify as a REIT. In addition, new legislation, new regulations, administrative interpretations or court decisions could significantly change the tax laws, possibly with retroactive effect, with respect to qualification as a REIT or the federal income tax consequences of such qualification.

If in any taxable year the Companywe were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, the Companyin any taxable year:

we would not be allowed a deduction forto deduct our distributions to shareholders inwhen computing our taxable income andincome;

we would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on our taxable income at the regular corporate rate. The Company's failurerates;

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for tax years beginning after December 31, 2022, we could also be subject to qualify for taxationcertain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, such as the nondeductible one percent excise tax on certain stock repurchases;

we would be disqualified from being taxed as a REIT for the four taxable years following the year during which qualification was lost, unless entitled to relief under certain statutory provisions;

our cash available for distributions to shareholders would have a material adverse effect on the market pricebe reduced; and marketability

we may be required to borrow additional funds or sell some of our securities.assets in order to pay corporate tax obligations that we may incur as a result of our disqualification.


The Company is required by lawWe may need to make distributionsincur additional borrowings to our shareholders.meet the REIT minimum distribution requirement and to avoid excise tax.


To obtain the favorable tax treatment associated with the Company'sIn order to maintain our qualification as a REIT, generally, the Company iswe are required to distribute to itsour shareholders at least 90% of its netour annual real estate investment trust taxable income (excluding any net capital gains) each year. The Company depends upon distributions or other payments from the Operating Partnership to make distributions to the Company's common shareholders. The Company is allowed to satisfy the REIT income distribution requirement by distributing up to 80%gain and before application of the dividends paid deduction). In addition, we are subject to a 4% nondeductible excise tax on itsthe amount, if any, by which certain distributions paid by us with respect to any calendar year are less than the sum of (i) 85% of our ordinary income for that year, (ii) 95% of our net capital gain for that year and (iii) 100% of our undistributed taxable income from prior years. Although we intend to pay distributions to our shareholders in a manner that allows us to meet the 90% distribution requirement and avoid this 4% excise tax, we cannot assure you that we will always be able to do so. We may need to borrow funds to meet the REIT distribution requirements and avoid the payment of income and excise taxes even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of cash reserves or required debt or amortization payments. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flows and per share trading price of our common sharesstock.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our shares. In order to meet these tests, we may be required to forego investments we might otherwise make. Thus, compliance with the REIT requirements may hinder our performance.

In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by the securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our shareholders.

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The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.

A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the formordinary course of additional common shares in lieu of paying dividends entirely in cash.business. Although we reserve the rightdo not intend to utilize this procedurehold any properties that would be characterized as held for sale to customers in the future,ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, or is held through a taxable REIT subsidiary, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we currently have no intentwill always be able to make use of the available safe harbors.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Internal Revenue Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction does not constitute "gross income" for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through taxable REIT subsidiaries.

Dividends payable by REITs do so.not qualify for the reduced tax rates available for some dividends.



For non-corporate taxpayers the maximum tax rate applicable to “qualified dividend income” paid by regular C corporations to U.S. shareholders generally is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates on qualified dividend income. Instead, our ordinary dividends generally are taxed at the higher tax rates applicable to ordinary income, the current maximum rate of which is 37%. However, for taxable years prior to 2026, individual shareholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%.




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Recent changes in law significantly changedChanges to the U.S. federal income taxation of U.S. businesses, including us.
Recently enacted U.S. tax legislation (the “2017 Tax Legislation”) has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their shareholders.  Changes made by the 2017 Tax Legislation that could affect us and our shareholders from a U.S. federal income tax perspective include:
temporarily reducing individual U.S. federal income tax rates on ordinary income;
permanently eliminating the progressive corporate tax rate structure, which previously imposed a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;
permitting a deduction for certain pass-through business income, including dividends received by our shareholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;
reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted taxable income,” except for taxpayers (including certain REITs) that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with longer depreciation periods); and
eliminating the corporate alternative minimum tax.

Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions.  The legislation could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the U.S. Treasury Department, IRS and courts, any of which could change the impact of the legislation.  In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.  While some of the changes made by this tax legislation may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis.  We continue to work with our tax advisors and auditors to determine the full impact that the recent tax legislation as a whole will have on us.

Further federal or state legislative or other actions could adversely affect our shareholders.

Other future changes to tax laws, may adversely affectincluding the taxationenactment of the REIT, its subsidiaries or its shareholders. These changescertain tax reform measures, could have an adverse impact on our business and financial results.

We cannot predict whether, when, or to what extent any new U.S. federal tax laws, regulations, interpretations, or rulings will impact the real estate investment industry or REITs. Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the federal tax laws on an investment in our shares or on the market value or the resale potential of our assets.shares.


These potential changes could generally result in REITs having fewer tax advantages, and may lead REITs to determine that it would be more advantageous to elect to be taxed, for federal income tax purposes, as a corporation.General Risks

Additionally, not all states automatically conform to changes in the Internal Revenue Code. This could increase the complexity of our compliance costs, and may subject us to additional tax and audit risk.















17




Risks Related to our Organizational Structure

The Company depends on distributions from the Operating Partnership to meet its financial obligations, including dividends.

The Company's operations are conducted by the Operating Partnership, and the Company's only significant asset is its interest in the Operating Partnership. As a result, the Company depends upon distributions or other payments from the Operating Partnership in order to meet its financial obligations, including its obligations under any guarantees or to pay dividends or liquidation payments to its common shareholders. As a result, these obligations are effectively subordinated to existing and future liabilities of the Operating Partnership. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company. Although the Operating Partnership presently is in compliance with these covenants, there is no assurance that the Operating Partnership will continue to be in compliance and that it will be able to make distributions to the Company.

Risks Related to Cyber Security


Cyber-attacks or acts of cyber-terrorism could disrupt our or our third-party providers' business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information.


Our business operations and information technology systems may in the future be attacked or breached by individuals or organizations intending to obtain sensitive data regarding our business, customers, employees, tenants or other third parties with whom we do business or disrupt our business operations and information technology systems. While we maintain some of our own critical information technology systems, whetherwe also depend on third-party providers for important information technology software, products and services relating to several key business functions, such as payroll, electronic communications and certain accounting and finance functions, among others. Many of these providers have likewise experienced and expect to continue to experience cyberattacks and other security incidents.
27



A security compromise of our or our critical providers' information technology systems or business operations could occur through cyber attackscyber-attacks or cyber-intrusions over the Internet, malware, ransomware, computer viruses, attachments to e-mails, persons inside our organization, or persons with access to systems inside our organization. Theorganization, due to malicious conduct, human error, negligence, and social engineering, as well as due to bugs, coding misconfigurations or other software vulnerabilities. Like many companies, we have experienced intrusions and threats to data and information technology systems, and the risk of a future security breach or disruption, particularly through cyber attackscyber-attacks or cyber-intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. We use information technology systems to manage our outlet centers and other business processes. Disruption of those systems, for example, due to ransomware, could adversely impact our ability to operate our business to provide timely service to our customers and maintain our relationships with our tenants. Accordingly, if such an attack or act of terrorism were to occur, our operations and financial results could be adversely affected. In addition, we use our information technology systems to protect confidential or sensitive customer, employee and Company information developed and maintained in the normal course of our business. AnyCertain of these systems have been attacked, and any attack on such systems that would resultresults in the unauthorized release or loss of customer, employee or other confidential or sensitive data could have a material adverse effect on our business reputation, increase our costs of remediation and compliance (particularly in light of increased regulation of corporate data privacy and cybersecurity practices) and expose us to additional material legal claims and liability. As a result, if such an attackliability by private litigants (including class actions) and regulatory agencies. If the unauthorized release or actloss of terrorismcustomer, employee or other confidential or sensitive data were to occur, our operations and financial results and our share price could also be adversely affected.


We may expend significant resources or modify our business activities to try to protect against security incidents. Additionally, certain data privacy and security obligations may require us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and confidential, proprietary, and sensitive data. While we have implemented security measures designed to safeguard our systems and confidential, proprietary, and sensitive data and to manage cybersecurity risks, there can be no assurance that these measures will be effective. We take steps to monitor and develop our information technology networks and infrastructure and invest in the development and enhancement of our controls designed to prevent, detect, respond to, and mitigate the risk of unauthorized access, misuse, computer viruses, and other events that could have a security impact.
ITEM 1B.UNRESOLVED STAFF COMMENTS


We also have policies and procedures in place for the identification of cybersecurity incidents and technology vulnerabilities, and their timely elevation to executive management for remediation. Additionally, we take steps to detect and remediate vulnerabilities, but we may not be able to detect and remediate all vulnerabilities because the threats and techniques used to exploit the vulnerability change frequently and are often sophisticated in nature. Therefore, such vulnerabilities could be exploited but may not be detected until after a security incident has occurred. Undetected and/or unremediated critical vulnerabilities that are exploited could pose material risks to our business. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

Moreover, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems, which in turn may impact our business and operations. We expect the frequency and intensity of cyberattacks to escalate in the future, particularly as threat actors become more sophisticated, for example, by deploying tools and techniques that are specifically designed to circumvent controls, to evade detection, and even to remove or obfuscate forensic evidence, all of which impedes our ability to detect, identify, investigate and remediate against cyberattacks.Continued remote and hybrid working arrangements also present additional cybersecurity risks given the prevalence of social engineering and vulnerabilities that are inherent in many non-corporate and home networks.

It may not always be possible to anticipate, detect, or recognize threats to our systems, or to implement effective preventive measures against all security incidents. We may not be able to immediately address the consequences of a security incident. A successful breach of our computer systems, software, networks, or other technology assets could occur and persist for an extended period of time before being detected due to, among other things:

•    the breadth of our operations and the high volume of transactions that our systems process;

•    the wide breadth of software required to run our business, and the increase in supply chain attacks by
advanced persistent threats;

28



•    the large number of our business partners;

•    the frequency and wide variety of sources from which a cyberattack can originate;

•    the severity of cyberattacks; and

•    the proliferation and increasing sophistication and types of cyberattacks.

Furthermore, the extent of a particular cyberattack and the steps that we may need to take to investigate the attack may not be immediately clear. Therefore, in the event of an attack, it may take a significant amount of time before such an investigation can be completed. During an investigation, we may not necessarily know the extent of the damage incurred or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, which could further increase the costs and consequences of a cyberattack. Additionally, applicable data privacy and security obligations may require us to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such disclosure requirements could lead to adverse consequences.

Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our data privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position. Additionally, proprietary, confidential, and/or sensitive information of the Company or our tenants could be leaked, disclosed, or revealed as a result of or in connection with our employees’, personnel’s, or vendors’ use of generative artificial intelligence technologies.

Even if we are not targeted directly, cyberattacks on the U.S. or Canadian governments, financial markets, financial institutions, or other businesses, including our tenants, vendors, software creators, cloud providers, cybersecurity service providers, and other third parties upon which we rely, may occur, and such events could disrupt our normal business operations and networks in the future.

In addition, laws, regulations, regulatory frameworks and industry standards related to cybersecurity and data privacy issues are developing rapidly, which may pose complex compliance challenges, lead to increased costs and potentially subject us to liability for violations. While we carry insurance related to cybersecurity events, our policies may not cover all of the costs and liabilities that could be incurred as the result of cyberattack or other security incident.

An increased focus on metrics and reporting related to environmental, social and governance (“ESG”) factors, may impose additional costs and expose us to new risks.

Investors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons among companies. Although we participate in a number of these ratings systems, we do not participate in all such systems. The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or that other companies have provided them with accurate data. We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide. In addition, the SEC is currently evaluating potential rule making that could mandate additional ESG disclosure and impose other requirements on us. Failure to participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our shares, which could adversely impact our share price.
29



Our success depends, in part, on our ability to attract, retain and develop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, including our CEO, some of whom operate without the existence of employment agreements or similar employment and severance arrangements. Many of our senior executives have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities and partnering with tenants. Our ability to attract, retain and motivate talented employees, and develop talent internally, could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and other key employees or that we will be able to attract, retain and/or develop other highly qualified individuals for these positions in the future. Additionally, the compensation and benefits packages we may need to offer to remain competitive for these individuals could increase the cost of replacement and retention. Losing any one or more of these persons could adversely affect our business, disrupt short-term operational performance, diminish our opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and others, which could have a material adverse effect on us.

ITEM 1B.UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments from the CommissionSEC for either the Company or the Operating Partnership.






18
30




ITEM 1C.    CYBERSECURITY

Risk management and strategy

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

Our corporate information technology, communication networks, enterprise applications, accounting and financial reporting platforms, and related systems are necessary for the operation of our business. We use these systems, among others, to manage our tenant relationships, for internal communications, for accounting to operate our record-keeping function, and for many other key aspects of our business. Our business operations rely on the secure collection, storage, transmission, and other processing of proprietary, confidential, and sensitive data.

Managing Material Risks & Integrated Overall Risk Management

We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our technology department continuously identifies, evaluates and manages material risks from cybersecurity threats to our critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and tenant data in alignment with our business objectives and operational needs.

Engage Third-parties on Risk Management

Recognizing the complexity and evolving nature of cybersecurity threats, we engage with a range of external experts, including cybersecurity assessors and consultants in evaluating and testing our risk management systems. We seek to engage reliable, reputable service providers that maintain cybersecurity programs. These partnerships enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these third parties include regular monitoring, threat assessments, and consultation on security enhancements. Depending on the nature of the services provided, the sensitivity and quantity of information processed, and the identity of the service provider, our vendor management process may include reviewing the cybersecurity practices of such provider, contractually imposing obligations on the provider, conducting security assessments, and conducting periodic reassessments during their engagement.

We are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our Company or the Operating Partnership, including our business strategy, results of operations, or financial condition. Refer to “Item 1A. Risk factors” in this Annual Report, including the risk factor entitled “Cyber-attacks or acts of cyber-terrorism could disrupt our or our third-party providers' business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information”, for additional discussion about cybersecurity-related risks.

Governance

The Board is focused on the critical nature of managing risks associated with cybersecurity threats. The Board has delegated to its Audit Committee oversight of management's processes for identifying and mitigating risks, including cybersecurity-related risks, to help align our risk exposure with our strategic objectives.

Board of Directors Oversight

The Audit Committee of the Board oversees our annual enterprise risk assessment, where we assess key material risks within our Company, including technology risks and cybersecurity threats. The Audit Committee engages in regular discussions with management regarding the Company’s significant financial risk exposures and the measures implemented to monitor and control these risks, including those that may result from material cybersecurity threats. These discussions include the Company’s risk assessment and risk management policies.

31





Management’s Role Managing Risk
ITEM 2.PROPERTIES


Assessing, identifying and managing cybersecurity related risks are integrated into our overall enterprise risk management ("ERM") process. Cybersecurity related risks are included in the population that the ERM function evaluates to assess the top risks to the enterprise on a quarterly basis. To the extent the ERM process identifies a heightened cybersecurity related risk, management develops risk mitigation plans to minimize the risk. The ERM annual risk assessment is presented to the Audit Committee of the Board.

Monitor Cybersecurity Incidents

The Senior Vice President of Information Technology ("SVP IT") is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents. The SVP IT implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, we believe we have a well-defined incident response plan governing our assessment, response and notifications internally and externally upon the occurrence of a cybersecurity incident.

Depending on the nature and severity of an incident, this process provides for evaluation by an executive management group to determine if the incident is material to us by evaluating the impact on our financial condition, reputation and potential litigation risk and regulatory impact. The management group is comprised of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Accounting Officer and the SVP IT to determine if escalation is necessary by the Chief Executive Officer to the Board (specifically our Lead Independent Director and the Audit Committee Chair).

Reporting to Board of Directors

The SVP IT plays a pivotal role in informing the Audit Committee on cybersecurity-related risks. The Audit Committee holds quarterly meetings and the SVP IT provides periodic reports, on at least a quarterly basis, to the Audit Committee.

These reports cover a broad range of topics, including:

Status of ongoing cybersecurity initiatives and strategies;
Incident reports and learnings from any cybersecurity events; and
Compliance with regulatory requirements and industry standards

The SVP IT regularly informs our executive management group of all aspects related to cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity environment and potential risks facing us. Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Audit Committee, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.

As of February 1, 2018,the date of this Annual Report, we have not experienced any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

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ITEM 2.PROPERTIES

As of December 31, 2023, our consolidated portfolio consisted of 3631 outlet centers and one open-air lifestyle center, totaling 12.912.7 million square feet located in 2218 states. We own interests in eightsix other outlet centers totaling approximately 2.42.1 million square feet through unconsolidated joint ventures, including fourtwo outlet centers located in Canada. Our portfolio also includes two managed centers totaling approximately 760,000 square feet. Each of our outlet centers, except one joint venture property, features the Tanger brand name. Our consolidated outlet centers range in size from 82,161181,687 to 740,159739,148 square feet. The outlet centers are generally located near tourist destinations or along major interstate highways to provide visibility and accessibility to potential customers.


We believe that the outletour centers are well diversified geographically and by tenant and that we are not dependent upon any single property or tenant. The outlet center in Deer Park, New York is the onlyNo property that comprises more than 10% or more of our consolidated total assets as of December 31, 2017.2023. Our asset in Deer Park represented more than 10% of our consolidated total assets in 2022. With the addition of Nashville, Asheville and Huntsville, Deer Park's total assets now fall below 10% of our consoliated total assets. No property comprises more than 10% of our consolidated revenues for the year ended December 31, 2017. See "Properties - Significant Property" for further details.2023.


We have an ongoing strategy of acquiring outlet centers, developing new outlet centers and expanding existing outlet 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.


As of February 1, 2018,December 31, 2023, of the 36 outlet32 centers in our consolidated portfolio, we own the land underlying 2926 and have ground leases on seven.all or a portion of six centers. The following table sets forth information about thesuch land leases on which all or a portion of the outlet centers are located:leases:
CenterAcresExpirationExpiration including renewal terms at our option
Myrtle Beach Hwy 17, SC40.020272096
Atlantic City, NJ21.321002101
Sevierville, TN43.620862086
Riverhead, NY47.020242039
Mashantucket, CT (Foxwoods)8.120392089
Rehoboth Beach, DE2.720442064
Outlet Center Acres Expiration Expiration including renewal terms
Myrtle Beach Hwy 17, SC 40.0
 2027 2096
Atlantic City, NJ 21.3
 2101 2101
Ocean City, MD 18.5
 2084 2084
Sevierville, TN 43.6
 2086 2086
Riverhead, NY 47.0
 2019 2039
Mashantucket, CT (Foxwoods) 8.1
 2040 2090
Rehoboth Beach, DE 2.7
 2044 
(1) 
(1)Lease may be renewed at our option for additional terms of twenty years each.


Generally, our leases with our outlet center tenants typically have an initial term that ranges from 5 to 10 years and 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. MostA component of most leases provide for paymentincludes a pro-rata share or escalating fixed contributions by the tenant offor property operating expenses, including common area maintenance, real estate taxes, insurance common area maintenance,and advertising and promotion, expenses incurred by the applicable outlet center. As a result, the majority of ourthereby reducing exposure to increases in operating expenses for the outlet centers are borne by the tenants.resulting from inflation.




19
33






The following table summarizes certain information with respect to our consolidated outlet centers as of February 1, 2018:December 31, 2023:
StateNumber of
Centers
Square
Feet
%
of Square Feet
South Carolina1,605,812 13
New York1,468,428 12
Alabama1,205,760 9
Georgia1,140,579 9
Pennsylvania999,762 8
Texas823,650 6
Tennessee740,624 6
North Carolina701,362 5
Michigan671,571 5
Delaware547,937 4
New Jersey484,748 4
Arizona410,753 3
Florida351,691 3
Missouri329,861 3
Mississippi324,801 3
Louisiana321,066 3
Connecticut311,229 2
New Hampshire250,558 2
Total32 12,690,192 100

34
State 
Number of
Outlet Centers
 
Square
Feet
 
%
of Square Feet
South Carolina 5
 1,599,024
 12
New York 2
 1,469,865
 11
Georgia 3
 1,121,579
 9
Texas 3
 1,001,357
 8
Pennsylvania 3
 997,741
 8
Michigan 2
 671,539
 5
Delaware 1
 557,404
 4
Alabama 1
 556,677
 4
North Carolina 3
 505,056
 4
New Jersey 1
 489,706
 4
Tennessee 1
 448,355
 3
Ohio 1
 411,793
 3
Arizona 1
 410,783
 3
Florida 1
 351,704
 3
Missouri 1
 329,861
 3
Louisiana 1
 321,066
 3
Mississippi 1
 320,348
 3
Utah 1
 319,661
 2
Connecticut 1
 311,614
 2
Iowa 1
 276,331
 2
New Hampshire 1
 250,107
 2
Maryland 1
 199,425
 2
Total 36
 12,920,996
 100



20





The following table summarizes certain information with respect to our existing outletconsolidated centers in which we have an ownership interest as of February 1, 2018.December 31, 2023. Except as noted, all properties are feefully owned:
LocationLegal Ownership %
Square Feet (4)
% Occupied (4)
Consolidated Centers
Deer Park, New York100 739,148 100 
Riverhead, New York (1)
100 729,280 94 
Huntsville, Alabama100 651,024 88 
Foley, Alabama100 554,736 97 
Rehoboth Beach, Delaware (1)
100 547,937 99 
Atlantic City, New Jersey (1) (3)
100 484,748 89 
San Marcos, Texas100 471,816 98 
Sevierville, Tennessee (1)
100 449,968 100 
Savannah, Georgia100 448,089 99 
Myrtle Beach Hwy 501, South Carolina100 426,523 99 
Glendale, Arizona (Westgate)100 410,753 100 
Myrtle Beach Hwy 17, South Carolina (1)
100 404,710 100 
Charleston, South Carolina100 386,328 100 
Asheville, North Carolina100 381,600 96 
Lancaster, Pennsylvania100 376,203 100 
Pittsburgh, Pennsylvania100 373,863 100 
Commerce, Georgia100 371,408 100 
Grand Rapids, Michigan100 357,133 98 
Fort Worth, Texas100 351,834 100 
Daytona Beach, Florida100 351,691 100 
Branson, Missouri100 329,861 100 
Southaven, Mississippi (2) (3)
50 324,801 100 
Locust Grove, Georgia100 321,082 100 
Gonzales, Louisiana100 321,066 100 
Mebane, North Carolina100 319,762 100 
Howell, Michigan100 314,438 86 
Mashantucket, Connecticut (Foxwoods) (1)
100 311,229 89 
Nashville, Tennessee100 290,656 97 
Tilton, New Hampshire100 250,558 92 
Hershey, Pennsylvania100 249,696 100 
Hilton Head II, South Carolina100 206,564 100 
Hilton Head I, South Carolina100 181,687 100 
Total12,690,192 97 (5)
Location Legal Ownership % Square Feet % Occupied 
Consolidated Outlet Centers       
Deer Park, New York 100
 740,159
 95 
Riverhead, New York (1)
 100
 729,706
 97 
Rehoboth Beach, Delaware (1)
 100
 557,404
 98 
Foley, Alabama 100
 556,677
 99 
Atlantic City, New Jersey (1) (4)
 100
 489,706
 88 
San Marcos, Texas 100
 471,816
 98 
Sevierville, Tennessee (1)
 100
 448,355
 100 
Savannah, Georgia 100
 429,089
 96 
Myrtle Beach Hwy 501, South Carolina 100
 425,334
 93 
Jeffersonville, Ohio 100
 411,793
 93 
Glendale, Arizona (Westgate) 100
 410,783
 98 
Myrtle Beach Hwy 17, South Carolina (1)
 100
 403,339
 99 
Charleston, South Carolina 100
 382,117
 99 
Lancaster, Pennsylvania 100
 377,283
 95 
Pittsburgh, Pennsylvania 100
 372,958
 98 
Commerce, Georgia 100
 371,408
 100 
Grand Rapids, Michigan 100
 357,080
 96 
Fort Worth, Texas 100
 351,741
 94 
Daytona Beach, Florida 100
 351,704
 98 
Branson, Missouri 100
 329,861
 99 
Locust Grove, Georgia 100
 321,082
 97 
Gonzales, Louisiana 100
 321,066
 97 
Southaven, Mississippi (2) (4)
 50
 320,348
 95 
Park City, Utah 100
 319,661
 96 
Mebane, North Carolina 100
 318,886
 99 
Howell, Michigan 100
 314,459
 97 
Mashantucket, Connecticut (Foxwoods) (1)
 100
 311,614
 94 
Williamsburg, Iowa 100
 276,331
 96 
Tilton, New Hampshire 100
 250,107
 94 
Hershey, Pennsylvania 100
 247,500
 96 
Hilton Head II, South Carolina 100
 206,564
 94 
Ocean City, Maryland (1)
 100
 199,425
 98 
Hilton Head I, South Carolina 100
 181,670
 99 
Terrell, Texas 100
 177,800
 96 
Blowing Rock, North Carolina 100
 104,009
 98 
Nags Head, North Carolina 100
 82,161
 87 
Total   12,920,996
 96
(3) 
(1)These properties or a portion thereof are subject to a ground lease.
(2)Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than our legal ownership percentage. We currently receive substantially all the economic interest of the property.
(3)Excludes the occupancy rate at our Fort Worth center which opened during the fourth quarter of 2017 and has not yet stabilized.
(4)Property encumbered by mortgage. See notes 8 and 9 to the consolidated financial statements for further details of our debt obligations.

(1)These properties or a portion thereof are subject to a ground lease.

(2)Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than our legal ownership percentage. We currently receive substantially all the economic interest of the property.

(3)Property encumbered by mortgage. See Notes 8 and 9 to the consolidated financial statements for further details of our debt obligations.
(4)Excludes square footage and occupancy associated with ground leases to tenants.
(5)Total excludes the Nashville, TN center which opened in October 2023 and has yet to stabilize.


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35






LocationLegal Ownership %Square
Feet
%
Occupied
Unconsolidated joint venture properties
Charlotte, North Carolina (1)
50 398,726 99 
Ottawa, Ontario50 357,213 96 
Columbus, Ohio (1)
50 355,245 99 
Texas City, Texas (Galveston/Houston) (1)
50 352,705 99 
National Harbor, Maryland (1)
50 341,156 99 
Cookstown, Ontario50 307,883 98 
Total2,112,928 98 
(1)Property encumbered by mortgage. See Note 6 to the consolidated financial statements for further details of our joint ventures' debt obligations.
Location Legal Ownership % Square Feet % Occupied 
Unconsolidated joint venture properties       
Charlotte, North Carolina (1)
 50
 397,857
 99 
Columbus, Ohio (1)
 50
 355,245
 95 
Ottawa, Ontario 50
 354,978
 94 
Texas City, Texas (Galveston/Houston) (1)
 50
 352,705
 98 
National Harbor, Maryland (1)
 50
 341,156
 98 
Cookstown, Ontario 50
 307,779
 98 
Bromont, Quebec 50
 161,307
 72 
Saint-Sauveur, Quebec (1)
 50
 99,405
 96 
Total   2,370,432
 95 

(1)LocationProperty encumbered by mortgage. See Note 6, to the consolidated financial statements for further details of our debt obligations.

Lease Expirations

The following table sets forth, as of February 1, 2018, scheduled lease expirations for our consolidated outlet centers, assuming none of the tenants exercise renewal options:
Year No. of Leases Expiring 
Approx. Square Feet (in 000's)(1) 
 Average Annualized Base Rent per sq. ft 
Annualized Base Rent
   (in 000's)(2)
 % of Gross Annualized Base Rent Represented by Expiring Leases
2018 179
 758
 $25.41
 $19,263
 7
2019 273
 1,154
 24.87
 28,700
 10
2020 311
 1,613
 22.00
 35,489
 12
2021 285
 1,473
 23.13
 34,072
 12
2022 271
 1,226
 25.38
 31,119
 11
2023 200
 1,103
 23.04
 25,417
 9
2024 144
 645
 33.16
 21,389
 7
2025 278
 1,259
 27.55
 34,682
 12
2026 237
 1,002
 26.87
 26,923
 9
2027 143
 708
 24.94
 17,661
 6
2028 and after 77
 674
 19.96
 13,451
 5
  2,398
 11,615
 $24.81
 $288,166
 100
Square Feet
(1)Managed PropertiesExcludes leases that have been entered into but which tenant has not yet taken possession, vacant suites, space under construction, temporary leases and month-to-month leases totaling in the aggregate approximately 1.3 million square feet.
(2)Palm Beach, FloridaAnnualized base rent is defined as the minimum monthly payments due as of February 1, 2018 annualized, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants' sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.758,156 



22




Based on current market rental rates, we believe we will achieve overall positive increases in our average rental income for leases expiring in 2018. However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase from current levels, if at all.

Base Rents and Occupancy Rates


The following table sets forth our year end occupancy and average annual base rent per square foot during each of the last five calendar years for our consolidated properties:centers:

202320222021
2020 (2)
2019
Occupancy97 %97 %95 %92 %97 %
Average annual base rent per square foot$26.07 $25.25 $23.79 $21.10 $25.35 
(1)Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions divided by the weighted average total square feet of the consolidated portfolio. Average annual base rent excludes common area maintenance and reimbursements.
(2)The decline in the average annual base rent per square foot in 2020 compared to previous years reflects the decline in occupancy from 97% in 2019 to 92% in 2020 and rent modifications primarily due to a number of tenants filing bankruptcy during 2020.


36



  2017 2016 2015 2014 2013
Occupancy 97% 98% 97% 98% 99%
Average annual base rent per square foot (1)
 $25.81
 $26.10
 $25.19
 $23.78
 $22.98
Lease Expirations
(1)Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions.


The following table sets forth, as of December 31, 2023, scheduled lease expirations for our consolidated centers, assuming none of the tenants exercise renewal options:

YearNo. of Leases Expiring
Approx. Square Feet (in 000's) (1)
Average Annualized Base Rent per sq. ft
Annualized Base Rent
   (in 000's) (2)
% of Annualized Base Rent Represented by Expiring Leases
2024453 2,117 $28.34 $60,002 19 
2025429 2,152 27.68 59,571 19 
2026358 1,654 29.58 48,935 15 
2027253 1,346 31.23 42,049 13 
2028254 1,582 28.09 44,445 14 
2029102 407 35.23 14,350 
203066 395 32.70 12,922 
203131 213 26.06 5,545 
203262 465 27.11 12,610 
203364 263 36.64 9,619 
2034 and after35 197 35.46 6,998 
2,107 10,791 $29.38 $317,046 100 
(1)Excludes leases that have been entered into but which tenant has not yet taken possession, vacant space, leases that have turned over but are not open, and temporary leases, totaling in the aggregate approximately 1.9 million square feet of our consolidated centers.
(2)Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases. Includes rents that are based on a percentage of gross sales in lieu of fixed contractual rents and ground lease rents.

Changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases or renewals of existing leases will increase from current levels, if at all.

Expiring leases

The following table sets forth information regarding the expiring leases for our consolidated outlet centers during each of the last five calendar years:

Total ExpiringRenewed by Existing
Tenants
Year (1)
Square Feet
(in 000's)
% of
Total Center Square Feet (2)
Square Feet
(in 000's)
% of
Expiring Square Feet
20231,766 17 1,642 93 
20221,968 17 1,559 79 
20211,728 15 1,359 79 
20201,526 13 1,096 72 
20191,320 11 1,020 81 
(1)Excludes data for properties sold in each respective year.
(2)Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year.

37
  Total Expiring 
Renewed by Existing
Tenants
Year 
Square Feet
(in 000's)
 
% of
Total Outlet Center Square Feet (1)
 
Square Feet
(in 000's)
 
% of
Expiring Square Feet
2017(2)
 1,549
 12 1,296
 84
2016(3)
 1,440
 12 1,223
 85
2015(4)
 1,532
 13 1,282
 84
2014(5)
 1,613
 14 1,241
 77
2013 1,950
 18 1,574
 81

(1)Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year.
(2)Excludes Westbrook outlet center, which was sold in 2017.
(3)Excludes Fort Myers outlet center, which was sold in 2016.
(4)Excludes the outlet centers in Kittery I & II, Tuscola, West Branch, and Barstow, which were sold during 2015.
(5)Excludes the Lincoln City outlet center, which was sold in 2014.


23





Leasing activity

In 2021, we revised our rent spread presentation from a commenced basis to executed basis and we are presenting it for comparable space. Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space). We believe that this presentation provides additional information and improves comparability to other retail REITs. Prior period results have been revised to conform with the current period presentation.

The following table sets forth the weighted average base rental rate increases per square foot on a straight-line basis (includes periodic, contractual fixed rent increases)leasing activity for our consolidated outlet centers upon re-leasing stores that were turned over or renewed during each of the last five calendar years:years for comparable space for executed leases for consolidated centers.(1)
Renewals of Existing LeasesStores Re-leased to New Tenants
Initial Rent (2)
Initial Rent (2)
($ per sq. ft.)($ per sq. ft.)
YearSquare Feet
(in 000's)
New

Rent
Spread %(3)
Square Feet
(in 000's)
New

Rent
Spread %(3)
20231,711 $37.78 12 157 $46.58 37 
20221,693 $30.72 122 $43.47 28 
2021978 $31.08 — 192 $29.27 (4)
20201,077 $22.90 (8)91 $30.02 (5)
2019967 $25.36 (7)385 $28.34 (21)
  Renewals of Existing Leases 
Stores Re-leased to New Tenants (1)
    Average Annualized Base Rent   Average Annualized Base Rent
    ($ per sq. ft.)   ($ per sq. ft.)
Year 
Square Feet
(in 000's)
 Expiring New 
%
Increase
 
Square Feet
(in 000's)
 Expiring New % Increase
2017(2)(3)
 1,261
 $28.21
 $30.65
 9 413
 $30.46
 $33.24
 9
2016 (2)(4)
 1,187
 27.44
 32.26
 18 384
 32.15
 42.84
 33
2015(5)
 1,282
 21.77
 26.06
 20 444
 24.33
 31.48
 29
2014(6)
 1,241
 19.97
 23.38
 17 470
 24.20
 32.93
 36
2013 1,574
 20.09
 23.96
 19 510
 22.19
 30.57
 38
(1)For consolidated properties owned as of the period-end date. Represents leases for new stores or renewals that were executed during the respective calendar year and excludes license agreements, seasonal tenants and month-to-month leases.
(1)The square footage released to new tenants for 2017, 2016, 2015, 2014, and 2013 contains 107,000, 93,000 149,000, 207,000, and 224,000, respectively, that was released to new tenants upon expiration of an existing lease during the respective year.
(2)Includes both minimum base rent and common area maintenance rents.
(3)Excludes Westbrook outlet center, which was sold in 2017.
(4)Excludes Fort Myers outlet center, which was sold in 2016 and includes the Westgate and Savannah outlet centers, which are both now consolidated due to the acquisition of the other joint venture partners' interests during 2016 .
(5)Excludes the outlet centers in Kittery I & II, Tuscola, West Branch, and Barstow, which were sold during 2015.
(6)Excludes the Lincoln City outlet center, which was sold in 2014.

(2)Represents average initial cash rent (base rent and common area maintenance (“CAM”)).
(3)Represents change in initial and expiring cash rent (base rent and CAM). See above for a description of the change in calculation from prior periods.

Occupancy Costs


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


YearOccupancy Costs as a
% of Tenant Sales
20239.3 
20228.6
20218.1
2020
N/A (1)
201910.0 
(1)As a result of the COVID-19 pandemic, retailers' stores were closed for much of the second quarter of 2020 due to mandates by order of local and state authorities. Given the fewer than twelve months of sales reported by our tenants for 2020, an average tenant occupancy cost is not provided for this period.

As of December 31, 2023, our occupancy cost ratio increased to 9.3%. The increase from 2022 predominantly relates to higher tenant occupancy costs.
38
Year 
Occupancy Costs as a
% of Tenant Sales
2017 10.0
2016 9.9
2015 9.3
2014 8.9
2013 8.6



24





Tenants

The following table sets forth certain information for our consolidated outlet centers with respect to our ten25 largest tenants and their store concepts as of February 1, 2018:
Tenant Number of Stores Square Feet % of Total Square Feet
The Gap, Inc.:      
Old Navy 30
 437,584
 3.4
GAP 34
 315,134
 2.4
Banana Republic 33
 269,930
 2.1
  97
 1,022,648
 7.9
Ascena Retail Group, Inc.:      
Dress Barn 28
 225,298
 1.7
Loft 31
 204,535
 1.6
Ann Taylor 24
 154,291
 1.2
Lane Bryant 24
 121,663
 0.9
Justice 26
 112,752
 0.9
Maurice's 12
 58,561
 0.5
  145
 877,100
 6.8
Nike, Inc.:      
Nike 30
 422,279
 3.3
Converse 13
 43,772
 0.3
Hurley 1
 2,133
 *
  44
 468,184
 3.6
PVH Corp.:      
Tommy Hilfiger 31
 233,074
 1.8
Van Heusen 24
 97,599
 0.8
Calvin Klein, Inc. 12
 79,435
 0.6
  67
 410,108
 3.2
H&M Group:      
H&M 19
 407,342
 3.2
  19
 407,342
 3.2
       
Ralph Lauren Corporation:      
Polo Ralph Lauren 31
 340,768
 2.6
Polo Children 4
 20,607
 0.2
Polo Ralph Lauren Big & Tall 2
 9,230
 0.1
Lauren Ralph Lauren 1
 6,250
 *
  38
 376,855
 2.9
V. F. Corporation:      
VF Outlet 10
 183,639
 1.4
Nautica 10
 49,078
 0.4
The North Face 7
 51,445
 0.4
Timberland 8
 41,426
 0.3
Vans 9
 37,702
 0.3
  44
 363,290
 2.8
       
G-III Apparel Group, Ltd.:      
Bass 29
 165,562
 1.3
Wilson's Leather 31
 116,148
 0.9
DKNY Donna Karan New York 2
 7,000
 0.1
  62
 288,710
 2.3
       
Carter's Inc.:      
OshKosh B'Gosh 30
 123,943
 0.9
Carter's 32
 143,563
 1.1
  62
 267,506
 2.0
Under Armour, Inc.:      
Under Armour 30
 247,374
 1.9
Under Armour Kids 3
 10,022
 0.1
  33
 257,396
 2.0
       
Total of all tenants listed in table 611

4,739,139

36.7
* Less than 0.1%.

25




Significant Properties

The Deer Park, New York outlet center is the only property that comprises 10% or more of our consolidatedbased on total assets. No property comprises more than 10% of our consolidated revenues.

Tenants at the Deer Park outlet center principally conduct retail sales operations. The following table shows occupancy and certainannualized base rental information related to this propertyrent as of December 31, 2017, 2016,2023 (1) :

TenantBrands# of
Stores
Gross Leasable Area (GLA)% of
Total GLA
% of Total Annualized Base Rent (2)
The Gap, Inc.Athleta, Banana Republic, Gap, Old Navy90 949,229 7.5 %5.7 %
SPARC GroupAéropostale, Boardriders Outlet, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica, Reebok, Vince, Volcom94 550,322 4.3 %3.9 %
KnitWell Group LLC; Lane Bryant Brands Opco LLCAnn Taylor, Lane Bryant, LOFT, Talbots79 418,633 3.3 %3.5 %
Under Armour, Inc.Under Armour, Under Armour Kids31 280,232 2.2 %3.2 %
Tapestry, Inc.Coach, Kate Spade51 239,312 1.9 %3.2 %
American Eagle Outfitters, Inc.Aerie, American Eagle Outfitters, Offline by Aerie48 318,394 2.5 %3.1 %
PVH Corp.Calvin Klein, Tommy Hilfiger37 282,975 2.2 %2.7 %
Nike, Inc.Converse, Nike32 397,580 3.1 %2.5 %
Signet Jewelers LimitedBanter by Piercing Pagoda, Jared, Kay Jewelers, Zales52 112,473 0.9 %2.2 %
Columbia Sportswear CompanyColumbia Sportswear23 178,334 1.4 %2.1 %
Carter’s, Inc.Carter's, OshKosh B'gosh41 180,420 1.4 %2.0 %
Capri Holdings LimitedMichael Kors, Michael Kors Men’s28 142,986 1.1 %1.9 %
Luxottica Group S.p.A.Lenscrafters, Oakley, Sunglass Hut62 98,282 0.8 %1.9 %
Skechers USA, Inc.Skechers29 160,163 1.3 %1.8 %
Rack Room Shoes, Inc.Off Broadway Shoes, Rack Room Shoes25 178,348 1.4 %1.7 %
Hanesbrands Inc.Champion, Hanesbrands, Maidenform34 166,204 1.3 %1.7 %
Express Inc.Express Factory26 182,114 1.4 %1.7 %
V. F. CorporationDickies, The North Face, Timberland, Vans28 149,287 1.2 %1.7 %
Adidas AGAdidas24 170,501 1.3 %1.6 %
Levi Strauss & Co.Levi's29 121,946 1.0 %1.6 %
Chico’s, FAS Inc.Chicos, Soma Intimates, White House/Black Market37 109,369 0.9 %1.6 %
H & M Hennes & Mauritz LP.H&M19 406,125 3.2 %1.5 %
Ralph Lauren CorporationPolo Children, Polo Ralph Lauren, Polo Ralph Lauren Big & Tall31 352,490 2.8 %1.5 %
Caleres Inc.Famous Footwear25 148,489 1.2 %1.3 %
Rue 21, LLCRue 2119 114,559 0.9 %1.3 %
Total of Top 25 tenants994 6,408,767 50.5 %56.9 %
(1)Excludes leases that have been entered into but which tenant has not yet taken possession, leases that have turned over but are not open and 2015:temporary leases. Includes all retail concepts of each tenant group for consolidated centers; tenant groups are determined based on leasing relationships.
Deer Park Square Feet 2017 2016 2015
Outlet Center Occupancy 749,074
 95% 97% 95%
         
Average base rental rates per weighted average square foot (1)
   $31.64
 $30.24
 $30.34
(1)Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by GAAP and the effects of inducements and rent concessions.

Depreciation on(2)Annualized base rent is defined as the outlet centers is computed on the straight-line basis over the estimated useful livesminimum monthly payments due as of the assets. We generally use estimated lives ranging from 33 years for buildings, 15 years for land improvements and 7 years for equipment. Expenditures for ordinary repairs and maintenance are charged to operations as incurred while significant renovations and improvements, including tenant finishing allowances, which improve and/or extend the useful lifeend of the assetreporting period annualized, excluding periodic contractual fixed increases. Includes rents that are capitalizedbased on a percentage of gross sales in lieu of fixed contractual rents and depreciated over their estimated useful life. Real estate taxes assessed on this outlet center during 2017 amounted to $4.6 million. Real estate taxes for 2018 are estimated to be approximately $4.9 million.ground lease rents.

The following table sets forth, as of February 1, 2018, scheduled lease expirations for the Deer Park outlet center assuming that none of the tenants exercise renewal options:
39

Year 
No. of
Leases
Expiring (1)
 
Square Feet
(in 000's) (1)
 
Annualized
Base Rent
per Square Foot
 
Annualized
Base Rent
    (in 000's) (2)
 
% of Gross
Annualized
Base Rent
Represented
by Expiring
Leases
2018 19
 103
 $32.78
 $3,376
 16
2019 18
 68
 45.97
 3,126
 15
2020 6
 21
 45.86
 963
 4
2021 10
 54
 49.04
 2,648
 12
2022 3
 11
 32.00
 352
 2
2023 6
 80
 20.20
 1,616
 7
2024 8
 75
 31.31
 2,348
 11
2025 6
 26
 22.00
 572
 3
2026 6
 17
 25.41
 432
 2
2027 6
 19
 37.21
 707
 3
2028 and thereafter 8
 204
 26.57
 5,421
 25
Total 96
 678
 $31.80
 $21,561
 100%
(1)
Excludes leases that have been entered into but which tenant has not taken possession, vacant suites, temporary leases and month-to-month leases totaling in the aggregate approximately 62,000 square feet.
(2)
Annualized base rent is defined as the minimum monthly payments due as of February 1, 2018, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants' sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.


26





ITEM 3.LEGAL PROCEEDINGS
ITEM 3.LEGAL PROCEEDINGS


The Company and the Operating Partnership are, from time to time, engaged in a variety of legal proceedings arising in the normal course of business. Although the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of such proceedings will not have a material adverse effect on our results of operations or financial condition.


ITEM 4.MINE SAFETY DISCLOSURES

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.


Executive Officers of Tanger Factory Outlet Centers, Inc.INFORMATION ABOUT THE EXECUTIVE OFFICERS OF TANGER INC.


The following table sets forth certain information concerning the Company's executive officers. The Operating Partnership does not have executive officers:
NAMEAGEPOSITION
Stephen J. Yalof61
NAMEAGEPOSITION
Steven B. Tanger69Director, President and Chief Executive Officer
Thomas E. McDonoughMichael J. Bilerman4859Executive Vice President - PresidentChief Financial Officer and Chief OperatingInvestment Officer
Chad D. PerryLeslie A. Swanson5346Executive Vice President - Chief Operating Officer
Jessica K. Norman41Executive Vice President - General Counsel and Secretary
James F. WilliamsJustin C. Stein4453SeniorExecutive Vice President - Chief Financial Officer
Lisa J. Morrison58Senior Vice President - Leasing
Carrie A. Warren55Senior Vice President - Chief Marketing Officer
Virginia R. Summerell59Senior Vice President of Finance - Treasurer and Assistant Secretary
Charles A. Worsham46Senior Vice President - Construction and Development
Thomas J. Guerrieri Jr.45Vice President - Chief Accounting Officer and Controller


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


Steven B. TangerStephen J. Yalof. Mr. Tanger isYalof has served as a director of the Company and has served as Chief Executive Officer since January 2009. Previously, Mr. Tanger servedJuly 2020, and as President and Chief Executive Officer fromsince January 2009 to May 2017,2021. Mr. Yalof joined the Company in April 2020 as President and Chief Operating Officer, bringing with him over 25 years of experience in the commercial real estate industry, primarily in the retail space. Prior to joining the Company, Mr. Yalof spent six years as the Chief Executive Officer of Simon Premium Outlets of the Simon Property Group, Inc., a commercial real estate company and mall operator, from January 1995September 2014 to December 2008,April 2020, where he drove forward the expansion and development of their real estate portfolio. He previously served as Senior Vice President of Real Estate for Ralph Lauren Corporation and Senior Director of Real Estate for The Gap, Inc. Mr. Yalof serves as a Trustee of the International Council of Shopping Centers (ICSC), as well as on the advisory boards of HeadCount and the Center for Real Estate & Urban Analysis (CREUA) at George Washington University, his alma mater, where he earned a B.S. in Business Administration.

Michael J. Bilerman. Mr. Bilerman is the Company’s Executive Vice President - Chief Financial Officer and Chief Investment Officer. Mr. Bilerman joined the Company in November 2022 as Executive Vice President - Chief Financial Officer and Chief Investment Officer, bringing nearly 25 years of real estate capital markets, industry and leadership experience. Prior to joining the Company, Mr. Bilerman served as a Managing Director at Citigroup Inc., a global financial services company, from 19862008 to 2022, leading the firm’s global real estate investment research franchise and the US Real Estate & Lodging team, which had coverage of over 250 publicly traded companies globally across all real estate and infrastructure sectors. Over his career, Mr. Bilerman has received significant industry, team and individual recognitions including being named to Institutional Investor’s All America Research Team for 15 years straight prior to joining the Company and receiving Nareit’s Industry Achievement Award in 2020, awarded annually to one industry professional whose acumen and integrity have helped heighten awareness of REITs and publicly traded real estate. Mr. Bilerman served in various other leadership capacities at Citigroup, Inc. since 2004, and previously was employed by Goldman Sachs from 1998 to 2004 in Investment Banking and then in Equity Research. Mr. Bilerman is responsible for the Company's financial reporting, accounting, tax, capital markets, investor relations, financial planning and analysis and information systems functions. He is a graduate of McGill University with a double major in finance and strategic management.

40



Leslie A. Swanson. Ms. Swanson was named Executive Vice President – Chief Operating Officer in December 1994. He has been with Tanger related companies for most of his professional career, having served2021. She joined the Company in October 2020 as Executive Vice President of Tanger/Creighton for 10 years. Mr. Tanger isOperations. Since that time, she has led a graduate of the University of North Carolina at Chapel Hillcorporate and the Stanford University School of Business Executive Program. Mr. Tanger provides an insider’s perspective in Board discussions about the businessfield organization, implementing practices that cultivate corporate growth and strategic direction offostering a people-first approach to culture. Her focus on asset management and corporate operating procedures has enabled the Company to create new revenue levers that complement its core business, strengthening revenue generation and operating capacities at all levels. Respected as a thought leader in the industry, Ms. Swanson has more than three decades of experience in all aspects of the Company’s business.

Thomas E. McDonough. Mr. McDonough was named Presidentshopping center operations, management and Chief Operating Officer in May 2017. He joinedmarketing. Prior to joining the Company, in August 2010she spent the majority of her career with Simon Premium Outlets, most recently as Executive Vice President of Operations and was named Executive Vice President and Chief Operating Officer in August 2011. Previously, he was the Co-Founder and PrincipalProperty Management guiding eight straight years of MHF Real Estate Group, a real estate asset management firm, from September 2009 to August 2010. He served as Chief Investment Officer and was a member of the Investment Committee at Equity One, Inc. from July 2007 to April 2009. From April 2006 to July 2007, Mr. McDonough was a partner at Kahl & Goveia, and from February 1997 to April 2006, he was employed by Regency Centers Corp., and its predecessor, Pacific Retail Trust, as the national director of acquisitions and dispositions. Previously, from July 1984 to January 1997, Mr. McDonough served in various capacities, including partner and principal, with Trammell Crow Company. Mr. McDonough has supervisory responsibility over the senior officers that oversee the Company's operations, construction and development, leasing and marketing functions. Mr. McDonoughNOI growth. She is a graduate of StanfordIllinois State University, where she earned her Bachelor of Arts and holds an MBAScience degree from Harvard Business School.in Public Relations and Organizational Communication Psychology.



27




Chad D. Perry. Mr. PerryJessica K. Norman. Ms. Norman joined the Company in December 2011September 2023 as Executive Vice President - General Counsel and was named Secretary in May 2012. He was Executive Vice President and Deputy General Counsel of LPL Financial Corporation from May 2006 to December 2011. Previously, he was Senior Corporate Counsel of EMC Corporation. Mr. Perry began his legal career with international law firm Ropes & Gray LLP. His responsibilities include corporate governance, compliance, and other legal matters, as well as management of outside counsel relationships and the Company's in house legal department. Mr. Perry is a graduate of Princeton University, and earned a J.D. from Columbia University, where he was a Harlan Fiske Stone Scholar. He is a member of both the Massachusetts and California bar associations.

James F. Williams. Mr. Williams was named Senior Vice President - Chief Financial Officer in May 2016. He joined the Company in September 1993, served as Controller from January 1995 to March 2015 and Chief Accounting Officer from March 2013 to May 2016. He was also named Assistant Vice President in January 1997, Vice President in April 2004, and Senior Vice President in February 2006.Secretary. Prior to joining the Company, Mr. Williamsshe served as Chief Legal Officer of Independence Realty Trust ("IRT"), a publicly traded REIT that owns and operates multifamily apartment properties across non-gateway U.S. markets. Prior to joining IRT in 2016, she served for two years as Managing Director, Corporate Counsel for IRT's external advisor, RAIT Financial Trust, where she was the Financial Reporting Manager of Guilford Mills, Inc. from April 1991 to September 1993 and was employed by Arthur Andersen from 1987 to 1991. He isprimarily responsible for overseeing legal matters affecting IRT. Since 2021, Ms. Norman has also served as a board member and co-chair for the Company's financial reporting processes,Nominating and Governance Committee for the Ronald McDonald House Charities® of the Philadelphia Region, which supports families on their children's medical journeys with a community of comfort and hope. Ms. Norman holds a Bachelor of Science in Business and Economics from the University of Pittsburgh, as well as supervisory responsibility overa Juris Doctorate and a Master of Business Administration from Temple University.

Justin C. Stein. Mr. Stein joined the senior officers that oversee the Company's accounting, finance, investor relations and information systems functions. Mr. Williams is a graduate of the University of North Carolina at Chapel Hill and is a certified public accountant.

Lisa J. Morrison. Ms. Morrison was named SeniorCompany in October 2021 as Executive Vice President - Leasing in August 2004. Previously, she held the positions of Vice President - Leasing from May 2001 to August 2004, Assistant Vice President of Leasing from August 2000 to May 2001 and Director of Leasing from April 1999 until August 2000.Leasing. Prior to joining the Company, Ms. Morrison was employed by the Taubman Company and Trizec Properties, Inc. where shehe served as Senior Vice President of Leasing at Simon Property Group, Inc., a leasing agent. Previously, she wascommercial real estate company, for 10 years. A consistent top producer and key member of their leadership team, Justin’s innovative approach to deal making and relationship-driven mentality has made him one of the most respected and productive persons in the industry. He also has more than eight years of experience in the retail brokerage industry as a directorManaging Director of leasingRetail for Nelson Ross Properties. HerNewmark, CBRE and Cushman & Wakefield, all of which are commercial real estate companies. Justin’s major responsibilities include managing the leasing strategies for ourTanger’s operating properties, as well as expansions and new developments. SheHe also oversees the leasing personnel and the merchandising and occupancy for Tanger properties. Ms. MorrisonJustin is a graduate of theBryant University of Detroit and holds an MA degree from Michigan State University.
Virginia R. Summerell. Ms. Summerell was named Senior Vice President of Finance - Treasurer and Assistant Secretary of the Company in May 2011. Since joining the Company in August 1992, she has held various positions including Vice President, Treasurer, Assistant Secretary and Director of Finance. Her major responsibilities include oversight of corporate and project finance transactions, developing and maintaining banking relationships, management of treasury systems and the supervision of the Company's credit department. Prior to joining the Company, she served as a Vice President and in other capacities at Bank of America and its predecessors in Real Estate and Corporate Lending for nine years. Ms. Summerell is a graduate of Davidson College and holds an MBA from Wake Forest University Babcock School of Business.

Carrie A. Warren. Ms. Warren was named Senior Vice President - Chief Marketing Officer in January 2012. Previously, she held the positions of Senior Vice President - Marketing from May 2000 to January 2012, Vice President - Marketing from September 1996 to May 2000 and Assistant Vice President - Marketing from December 1995 to September 1996. 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. Previously, 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. Her major responsibilities include managing the Company's marketing department and developing and overseeing implementation of all corporate and field marketing programs. Ms. Warren is a graduate of East Carolina University.

Charles A. Worsham. Mr. Worsham was named Senior Vice President - Construction and Development in May 2014 and previously held the position of Vice President - Development since April 2011. Prior to joining the Company, Mr. Worsham was employed by DDR Corp. for 8 years where he served as Vice Presidentearned a B.S. in Computer Information Systems. He also earned a Master’s of DevelopmentScience, Information Systems from 2006 to 2010 and Development Director from 2003 to 2006 with a focus on executing the redevelopment and expansion program. From 1999 to 2003, Mr. Worsham served as Real Estate and Development Manager for Intown Suites, Inc. where he managed the developmentStevens Institute of hotel properties in various geographic regions. His major responsibilities include implementing the Company's real estate development program and oversight of construction personnel. Mr. Worsham is a graduate of Tennessee Technological University and holds an MBA degree in Real Estate from Georgia State University.Technology.








28
41






Thomas J. Guerrieri Jr. Mr. Guerrieri was named Vice President, Chief Accounting Officer and Controller in May 2017. Previously, he served as Vice President and Controller from January 2016 to May 2017, Vice President, Financial Reporting from January 2008 to January 2016, Assistant Vice President, Financial Reporting from August 2005 to January 2008, and Director of Financial reporting from since joining the Company in August 2000 to August 2005. Mr. Guerrieri began his career with PricewaterhouseCoopers LLP where he was employed from August 1995 to August 2000. His major responsibilities include oversight and supervision of the Company's accounting and financial reporting functions. Mr. Guerrieri is a graduate of the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill and holds a master's degree in accounting and a bachelor's degree in business administration. Mr. Guerrieri is also a certified public accountant.

PART II


ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Tanger Factory Outlet Centers, Inc. Market Information


The Company's common shares commenced trading on the New York Stock Exchange on May 28, 1993. The following table sets forth the high1993, and low sales prices of the common shares as reportedare listed on the New York Stock Exchange Composite Tape, duringwith the periods indicated:ticker symbol "SKT".

2017 High Low Common Dividends Paid 
First Quarter $37.34
 $30.98
 $0.3250
 
Second Quarter 33.68
 24.71
 0.3425
 
Third Quarter 27.88
 23.06
 0.3425
 
Fourth Quarter 26.73
 21.81
 0.3425
 
Year 2017 $37.34
 $21.81
 $1.3525
 
        
2016 High Low Common Dividends Paid 
First Quarter $36.51
 $29.46
 $0.2850
 
Second Quarter 40.22
 33.71
 0.3250
 
Third Quarter 42.20
 38.01
 0.3250
 
Fourth Quarter 38.77
 32.71
 0.3250
 
Year 2016 $42.20
 $29.46
 $1.2600
 


Holders


As of February 1, 2018,2024, there were approximately 413337 common shareholders of record.


Share Repurchases


OnIn May 19, 2017, we announced that our2023, the Board of Directors authorized the repurchase of up to $125$100.0 million of ourthe Company’s outstanding common shares as market conditions warrant over a period commencing onthrough May 19, 2017 and expiring on31, 2025, replacing the previously authorized plan to repurchase up to $80.0 million of the Company's outstanding shares through May 18, 2019.31, 2023. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated stockshare repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within the pricing and volume requirements of Rule 10b-18.10b-18 under the Exchange Act. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares subsequent to the authorization of the repurchase plan in May 2023. The remaining amount authorized to be repurchased under the program as of December 31, 2023 was $100.0 million.



29





The following table summarizes our common share repurchases for the fiscal quarter ended December 31, 2017:2023:

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under the plans or programs
(in millions)
October 1, 2023 to October 31, 2023— $— — $100.0 
November 1, 2023 to November 30, 2023— — — 100.0 
December 1, 2023 to December 31, 2023— — — 100.0 
Total— $— — $100.0 

Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs 
Approximate dollar value of shares that may yet be purchased under the plans or programs
(in millions)
October 1, 2017 to October 31, 2017 
 $
 
 $75.7
November 1, 2017 to November 30, 2017 
 
 
 75.7
December 1, 2017 to December 31, 2017 
 
 
 75.7
Total 
 $
 
 $75.7
For certain restricted common shares that vested during the three months ended December 31, 2023, we withheld shares with value equivalent up to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total number of shares withheld upon vesting was 11,736 for the three months ended December 31, 2023.


Dividends


The Company operates in a manner intended to enable it to qualify as a REIT under the Internal Revenue Code, or the Code. A REIT is required to distribute at least 90% of its taxable income to its shareholders each year. We intend to continue to qualify as a REIT and to distribute substantially all of our taxable income to our shareholders through the payment of regular quarterly dividends. Certain of our debt agreements limit the payment of dividends such that dividends shall not exceed funds from operations ("FFO"), as defined in the debt agreements, for the prior fiscal year on an annual basis or 95% of FFO on a cumulative basis. During the years ended 2023 and 2022, the Company paid dividends aggregating $0.97 and $0.8025 per share, respectively. On January 17, 2024, the Board declared a quarterly dividend of $0.26 per share, which were paid on February 15, 2024. The Board continues to evaluate the potential for future dividend payments on a quarterly basis. We were in compliance with REIT taxable income distribution requirements for the 2023 tax year.


42



Securities Authorized for Issuance under Equity Compensation Plans


The information required by this Item is set forth in Part III, Item 12 of this document.Annual Report.


Performance Graph


The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Commission,SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.


The following share price performance chart compares our performance to thean index of USU.S. equity REITs and USan index of U.S. retail REITs, both prepared by SNL Financial.S&P Global Market Intelligence.


Equity REITs are defined as those that derive more than 75% of their income from equity investments in real estate assets. The SNL equityDow Jones U.S. Real Estate Retail index includes all publicly traded retailis designed to track the performance of REITs (including malls, shopping centers and other retail REITs) listed on the New York Stock Exchange, NYSE MKT (formerly known as the American Stock Exchange), NASDAQ National Market Systemcompanies that invest directly or the OTC Market Group.indirectly in real estate through development, management, or ownership, including property agencies.


All share price performance assumes an initial investment of $100 at the beginning of the period and assumes the reinvestment of dividends. Share price performance, presented for the five years ended December 31, 2017,2023, is not necessarily indicative of future results.


4249

30
43






Period Ended
Index12/31/201812/31/201912/31/202012/31/202112/31/202212/31/2023
Tanger Inc.100.00 78.67 57.21 115.32 112.66 182.58 
Dow Jones Equity All REIT Index100.00 128.74 122.57 173.07 129.79 144.46 
Dow Jones U.S. Real Estate Retail Index
100.00 105.79 67.47 105.75 91.16 100.72 
S&P 500 Index100.00 131.49 155.68 200.37 164.08 207.21 
   Period Ended
Index12/31/2012
 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017
Tanger Factory Outlet Centers, Inc.100.00
 95.99
 113.83
 104.55
 118.51
 92.08
SNL US REIT Equity100.00
 103.72
 132.24
 135.89
 147.96
 159.94
SNL US REIT Retail100.00
 103.15
 131.84
 137.26
 138.66
 131.76


Tanger Properties Limited Partnership Market Information


There is no established public trading market for the Operating Partnership's common units. As of December 31, 2017,2023, the Company'sCompany and its wholly-owned subsidiaries, Tanger GP Trust andsubsidiary, Tanger LP Trust, owned 94,560,536108,793,251 units of the Operating Partnership and the Non-Company LPs owned 4,995,433 units.4,707,958 Class A limited partnership units of the Operating Partnership. We made distributions per common unit during 2017 and 2016the year ended 2023 as follows:
2023
First Quarter$0.2200 
Second Quarter0.2450 
Third Quarter0.2450 
Fourth Quarter0.2600 
Distributions per unit$0.9700 


44

  2017 2016
First Quarter $0.3250
 $0.285
Second Quarter 0.3425
 0.325
Third Quarter 0.3425
 0.325
Fourth Quarter 0.3425
 0.325
Distributions per unit $1.3525
 $1.260



ITEM 6.RESERVED



31
45






ITEM 6.SELECTED FINANCIAL DATA (TANGER FACTORY OUTLET CENTERS, INC.)

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following data should be read in conjunction with our consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K:
  2017 2016 2015 2014 2013
  (in thousands, except per share and outlet center data)
OPERATING DATA          
Total revenues $488,234
 $465,834
 $439,369
 $418,558
 $384,819
Operating income 160,723
 151,277
 144,461
 131,863
 127,705
Net income(1)(2)(3)(4)(5)
 71,876
 204,329
 222,168
 78,152
 113,321
Net income available to common shareholders(1)(2)(3)(4)(5)
 66,793
 191,818
 208,792
 72,139
 106,431
SHARE DATA          
Basic:          
Net income available to common
shareholders(1)(2)(3)(4)(5)
 $0.71
 $2.02
 $2.20
 $0.77
 $1.14
Weighted average common shares 94,506
 95,102
 94,698
 93,769
 93,311
Diluted:          
Net income available to common
shareholders(1)(2)(3)(4)(5)
 $0.71
 $2.01
 $2.20
 $0.77
 $1.13
Weighted average common shares 94,522
 95,345
 94,759
 93,839
 94,247
Common dividends (6)
 $1.3525
 $1.2600
 $1.3050
 $0.9450
 $0.8850
BALANCE SHEET DATA          
Real estate assets, before depreciation $3,088,470
 $2,965,907
 $2,513,217
 $2,263,603
 $2,249,819
Total assets 2,540,105
 2,526,214
 2,314,825
 2,085,534
 1,995,638
Debt 1,763,651
 1,687,866
 1,551,924
 1,431,068
 1,317,231
Total equity 612,302
 705,441
 606,032
 523,886
 557,595
CASH FLOW DATA          
Cash flows provided by (used in):          
Operating activities $253,159
 $239,316
 $220,755
 $188,771
 $187,486
Investing activities (117,545) (45,501) (221,827) (188,588) (174,226)
Financing activities (141,679) (203,467) 6,854
 1,977
 (7,072)
OTHER DATA          
Square feet open:          
Consolidated 12,930
 12,710
 11,746
 11,346
 11,537
Partially-owned (unconsolidated) 2,370
 2,348
 2,747
 2,606
 1,719
Number of outlet centers:          
Consolidated 36
 36
 34
 36
 37
Partially-owned (unconsolidated) 8
 8
 9
 9
 7
(1)For the year ended December 31, 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut, a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge, associated with our RioCan Canada unconsolidated joint ventures.
(2)For the year ended December 31, 2016, net income includes gains of approximately $95.5 million related to the acquisitions of our other venture partners' equity interests in the Westgate and Savannah joint ventures, and $6.3 million in gains on the sale of our Fort Myers, Florida outlet center and the sale of an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina.
(3)For the year ended December 31, 2015, net income includes gains of approximately $120.4 million from the sale of our equity interest in the Wisconsin Dells joint venture and the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
(4)For the year ended December 31, 2014, net income includes a $7.5 million gain on the sale of our Lincoln City outlet center and a $13.1 million loss on early extinguishment of debt related to the early redemption of senior notes due November 2015.
(5)For the year ended December 31, 2013, net income includes a $26.0 million gain on our previously held interest in Deer Park upon the acquisition of an additional one-third interest in August 2013.
(6)For the year ended December 31, 2015, common dividends include a special dividend paid on January 15, 2016 to holders of record as of December 31, 2015.

32




ITEM 6.SELECTED FINANCIAL DATA (TANGER PROPERTIES LIMITED PARTNERSHIP)

The following data should be read in conjunction with our consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K:
  2017 2016 2015 2014 2013
  (in thousands, except per unit and outlet center data)
OPERATING DATA          
Total revenues $488,234
 $465,834
 $439,369
 $418,558
 $384,819
Operating income 160,723
 151,277
 144,461
 131,863
 127,705
Net income(1)(2)(3)(4)(5)
 71,876
 204,329
 222,168
 78,152
 113,321
Net income available to common unitholders(1)(2)(3)(4)(5)
 70,402
 202,103
 220,118
 76,175
 112,071
UNIT DATA          
Basic:          
Net income available to common unitholders(1)(2)(3)(4)(5)
 $0.71
 $2.02
 $2.21
 $0.77
 $1.14
Weighted average common units 99,533
 100,155
 99,777
 98,883
 98,193
Diluted:          
Net income available to common unitholders(1)(2)(3)(4)(5)
 $0.71
 $2.01
 $2.20
 $0.77
 $1.13
Weighted average common units 99,549
 100,398
 99,838
 98,953
 99,129
Common distributions (6)
 $1.3525
 $1.2600
 $1.3050
 $0.9450
 $0.8850
BALANCE SHEET DATA          
Real estate assets, before depreciation $3,088,470
 $2,965,907
 $2,513,217
 $2,263,603
 $2,249,819
Total assets 2,539,434
 2,525,687
 2,314,154
 2,083,959
 1,995,132
Debt 1,763,651
 1,687,866
 1,551,924
 1,431,068
 1,317,231
Total equity 612,302
 705,441
 606,032
 523,886
 557,595
CASH FLOW DATA          
Cash flows provided by (used in):          
Operating activities $253,131
 $239,299
 $221,818
 $187,959
 $187,269
Investing activities (117,545) (45,501) (221,827) (188,588) (174,226)
Financing activities (141,679) (203,467) 6,854
 1,977
 (7,072)
OTHER DATA          
Consolidated 12,930
 12,710
 11,746
 11,346
 11,537
Partially-owned (unconsolidated) 2,370
 2,348
 2,747
 2,606
 1,719
Number of outlet centers:          
Consolidated 36
 36
 34
 36
 37
Partially-owned (unconsolidated) 8
 8
 9
 9
 7
(1)For the year ended December 31, 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut, a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge, associated with our RioCan Canada unconsolidated joint ventures.
(2)For the year ended December 31, 2016, net income includes gains of approximately $95.5 million related to the acquisitions of our other venture partners' equity interests in the Westgate and Savannah joint ventures, and $6.3 million in gains on the sale of our Fort Myers, Florida outlet center and the sale of an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina.
(3)For the year ended December 31, 2015, net income includes gains of approximately $120.4 million from the sale of our equity interest in the Wisconsin Dells joint venture and the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
(4)For the year ended December 31, 2014, net income includes a $7.5 million gain on the sale of our Lincoln City outlet center and a $13.1 million loss on early extinguishment of debt related to the early redemption of senior notes due November 2015.
(5)For the year ended December 31, 2013, net income includes a $26.0 million gain on our previously held interest in Deer Park upon the acquisition of an additional one-third interest in August 2013.
(6)For the year ended December 31, 2015, common dividends include a special dividend paid on January 15, 2016 to holders of record as of December 31, 2015.


33




ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements

Certain statements made in Item 1 - Business and this Management's Discussion and Analysis of Financial Condition and Results of Operations 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, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995 and included this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, beliefs and expectations, are generally identifiable by use of the words "believe", "expect", "intend", "anticipate", "estimate", "project", or similar expressions. Such forward-looking statements include, but are not limited to, statements regarding our: future issuances of equity and debt and the expected use of proceeds from such issuances; potential sales or purchases of outlet centers; anticipated results of operations, liquidity and working capital; outlet center developments, expansions and renovations; and real estate joint ventures. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements. Important factors which may cause actual results to differ materially from current expectations include, but are not limited to: our inability to develop new outlet centers or expand existing outlet centers successfully; risks related to the economic performance and market value of our outlet centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our dispositions of assets may not achieve anticipated results; competition for the acquisition and development of outlet centers, and our inability to complete outlet centers we have identified; environmental regulations affecting our business; risk associated with a possible terrorist activity or other acts or threats of violence and threats to public safety; our dependence on rental income from real property; our dependence on the results of operations of our retailers; the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risk associated with our guarantees of debt for, or other support we may provide to, joint venture properties; our potential failure to qualify as a REIT; our legal obligation to make distributions to our shareholders; legislative or regulatory actions that could adversely affect our shareholders; our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; the risk of a cyber-attack or an act of cyber-terrorism and other important factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth under Item 1A - Risk Factors.

We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. For a further discussion of the risks relating to our business, see “Item 1A-Risk Factors” in Part I of this Annual Report on Form 10-K.

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



This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

General Overview
Leasing Activity
Results of Operations
Liquidity and Capital Resources of the Company
Liquidity and Capital Resources of the Operating Partnership
Critical Accounting Estimates
Recent Accounting Pronouncements
Non-GAAP Supplemental Measures
Economic Conditions and Outlook

34
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General Overview


As of December 31, 2017,2023, we had 3631 consolidated outlet centers and one open-air lifestyle center in 2218 states totaling 12.912.7 million square feet. We also had 86 unconsolidated outlet centers totaling 2.42.1 million square feet, including 42 outlet centers located in Canada. Our portfolio also includes two managed centers totaling approximately 760,000 square feet. The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated outlet centers that significantly impacted our results of operations and liquidity from January 1, 20152021 to December 31, 2017:2023:
Consolidated CentersUnconsolidated Joint Venture CentersManaged Centers
CenterQuarter Acquired/Developed/DisposedSquare Feet (in thousands)Number of Centers Square Feet (in thousands)Number of CentersSquare Feet (in thousands)Number of
Centers
As of December 31, 202011,873 31 2,212 — — 
Dispositions:
Jeffersonville, OhioFirst Quarter(412)(1)— — — — 
Saint Sauveur, QuebecFirst Quarter— — (99)(1)— — 
Other(8)— — — — — 
As of December 31, 202111,453 30 2,113 — — 
Dispositions:
Blowing Rock, North CarolinaFourth Quarter(104)(1)— — — — 
Additions:
Palm Beach, FloridaThird Quarter— — — — 457 
Other— — — 
As of December 31, 202211,353 29 2,113 457 
Additions:
Palm Beach, FloridaThird Quarter— — — — 301 
Nashville, TennesseeFourth Quarter291 — — — — 
Asheville, North CarolinaFourth Quarter382 — — — — 
Huntsville, AlabamaFourth Quarter651 — — — — 
Other— — — — — — 
As of December 31, 202312,690 32 2,113 758 
47
    Consolidated Outlet Centers Unconsolidated Joint Venture Outlet Centers
Outlet Center Quarter Acquired/Open/Disposed/Demolished Square Feet (in thousands) Number Centers  Square Feet (in thousands) 
Number of
Outlet Centers
As of January 1, 2015   11,346
 36
 2,606
 9
New Developments:          
Foxwoods Second Quarter 312
 1
 
 
Savannah Second Quarter 
 
 377
 1
Grand Rapids Third Quarter 352
 1
 
 
Southaven Fourth Quarter 320
 1
 
 
Expansions:          
Westgate First Quarter 
 
 28
 
San Marcos Fourth Quarter 24
 
 
 
Dispositions:          
Wisconsin Dells First Quarter 
 
 (265) (1)
Kittery I Third Quarter (52) (1) 
 
Kittery II Third Quarter (25) (1) 
 
Tuscola Third Quarter (250) (1) 
 
West Branch Third Quarter (113) (1) 
 
Barstow Fourth Quarter (171) (1) 
 
Other   3
 
 1
 
As of December 31, 2015   11,746
 34
 2,747
 9
New Developments:          
Columbus Second Quarter 
 
 355
 1
Daytona Beach Fourth Quarter 349
 1
 
 
Acquisition:          
Westgate Second Quarter 408
 1
 (408) (1)
Savannah Third Quarter 419
 1
 (419) (1)
Expansions:          
  Ottawa First Quarter 
 
 32
 
  Savannah Second Quarter 
 
 42
 
Dispositions:          
Fort Myers First Quarter (199) (1) 
 
Demolition:          
Lancaster First and Third Quarter (25) 
 
 
Other   12
 
 (1) 
As of December 31, 2016   12,710
 36
 2,348
 8
New Developments:          
Fort Worth Fourth Quarter 352
 1
 
 
Expansion:          
Ottawa Second Quarter 
 
 39
 
Lancaster Third Quarter 148
 
 
 
Dispositions:          
Westbrook Second Quarter (290) (1) 
 
Other   10
 
 (17) 
As of December 31, 2017   12,930
 36
 2,370
 8


35





Leasing Activity

The following table provides information for our consolidated outlet centers regarding space re-leasedrelated to leases for new stores that opened or renewedrenewals that were executed during the years ended December 31, 20172023 and 2016,2022, respectively:
Comparable Space for Executed Leases (1) (2) (3)
Leasing TransactionsSquare Feet (in 000s)
New
Initial Rent
(psf) (4)
Rent
Spread
% (5)
Tenant Allowance (psf) (6)
Average Initial Term
(in years)
Total space
20233911,868 $38.52 14.2 %$5.81 3.41 
20223501,815 $31.58 10.1 %$2.22 3.67 

Comparable and Non-Comparable Space for Executed Leases (1) (2) (3)
Leasing TransactionsSquare Feet (in 000s)
New
Initial Rent
(psf) (4)
Tenant Allowance (psf) (6)
Average Initial Term
(in years)
Total space
20234612,131 $38.48 $10.23 3.79 
20224042,021 $32.08 $6.87 4.10 
(1)For consolidated properties owned as of the period-end date. Represents leases for new stores or renewals that were executed during the respective calendar years and excludes license agreements, seasonal tenants and month-to-month leases.
(2)Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space).
(3)Leasing activity for commenced leases, or leases for new stores that opened or renewals that began during the respective trailing twelve months ended December 31, were as follows:
Leasing Activity for Commenced Leases
Leasing TransactionsSquare Feet
(in 000s)
New
Initial Rent
(psf) (4)
Rent
Spread
% (5)
Tenant Allowance
(psf) (6)
Average
Initial Term
(in years)
Comparable Space(2)
Total space
20233061,596 $34.33 14.1 %$1.87 3.49 
20222951,449 $31.35 11.7 %$5.76 3.76 
Comparable and Non-comparable Space(2)
Total space
20233701,863 $34.23 $7.75 3.98 
20223441,644 $31.96 $13.64 4.18 
(4)Represents average initial cash rent (base rent and CAM).
(5)Represents change in average initial and expiring cash rent (base rent and CAM).
(6)Tenant allowance includes other landlord costs.



  
2017 (1)
  # of Leases Square Feet (in 000's) 
Average
Annual
Straight-line Base Rent (psf)
 
Average
Tenant
Allowance (psf)
 Average Initial Term (in years) 
Net Average
Annual
Straight-line Base Rent (psf) (3)
Re-tenant 79
 413
 $33.24
 $70.51
 5.79
 $21.06
Renewal 273
 1,261
 30.65
 0.25
 4.40
 30.59
             
  
2016 (1)
  # of Leases Square Feet (in 000's) 
Average
Annual
Straight-line Base Rent (psf)
 
Average
Tenant
Allowance (psf)
 Average Initial Term (in years) 
Net Average
Annual
Straight-line Base Rent (psf) (3)
Re-tenant 124
 384
 $42.84
 $34.69
 8.75
 $38.88
Renewal 259
 1,187
 32.26
 0.46
 4.56
 32.16
(1)Represents change in rent (base rent and common area maintenance) for leases for new stores that opened or renewals that started during the respective trailing twelve month periods, excluding temporary tenants and month to month leases. Includes consolidated outlet centers owned as of current period end date. Excludes unconsolidated outlet centers.
(2)Net average straight-line base rent is calculated by dividing the average tenant allowance costs per square foot by the average initial term and subtracting this calculated number from the average straight-line base rent per year amount. The average annual straight-line base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants. The average tenant allowance disclosed in the table above includes landlord costs.

36




Results of Operations


20172023 Compared to 20162022


Net Incomeincome
Net income decreased $132.5 million in 2017 compared to 2016. The majority of this decrease was due to a loss on the early extinguishment of debt of $35.6increased $18.1 million in the 20172023 period to a net income of $103.9 million as compared to net income of $85.8 million for the 2022 period. The increase in net income is primarily due to the following:

increase in average portfolio occupancy rate from 95% to 97%,
higher property management and a $95.5 million leasing responsibilities for two centers in Palm Beach, Florida,
increase in other revenues from marketing partnership programs,
higher investment income
48



lower depreciation expense

These increases were partially offset by:

lower termination fees,
gain on sale of assets in the acquisition2022 period of $3.2 million from the sale of our partners' equity interestsBlowing Rock, North Carolina center,
higher general and administrative expenses in the Westgate and Savannah joint ventures in the 2016 period.2023


In the tables below, information set forth for newproperties disposed includes the Blowing Rock, NC center sold in December 2022. New developments and expansions represent our Fort Worthacquired properties relates to the Nashville, TN; Asheville, NC; and Daytona Beach outletHuntsville, AL centers which opened in October 2017 and November 2016, respectively and our Lancaster expansion, which opened in September 2017. Acquisitions include our Westgate and Savannah outlet centers,all of which were previously held in unconsolidated joint ventures prior to our acquisitions of our venture partners' interest in each venture in June 2016 and August 2016, respectively. Properties disposed include our Westbrook and Fort Myers outlet centers sold in May 2017 and January 2016, respectively.

Base Rentals
Base rentals increased $15.6 million,opened or 5%,acquired in the 2017fourth quarter of 2023.

Rental Revenues
Rental revenues increased $17.5 million in the 2023 period compared to the 20162022 period. The following table sets forth the changes in various components of base rentalsrental revenues (in thousands):
 20232022Increase/(Decrease)
Rental revenues from existing properties$434,901 $419,139 $15,762 
Rental revenues from new developments and acquired properties5,950 — 5,950 
Rental revenues from properties disposed— 2,144 (2,144)
Straight-line rent adjustments(2,229)(1,689)(540)
Lease termination fees542 2,871 (2,329)
Amortization of above and below market rent adjustments, net(275)(1,046)771 
 $438,889 $421,419 $17,470 
  2017 2016 
Increase/
(Decrease)
Base rentals from existing properties $279,170

$278,732
 $438
Base rentals from new developments and expansions 16,174
 8,326
 7,848
Base rentals from acquisitions 20,154
 8,920
 11,234
Base rentals from properties disposed 1,596
 4,621
 (3,025)
Straight-line rent adjustments 5,632
 7,002
 (1,370)
Termination fees 3,633
 3,599
 34
Amortization of above and below market rent adjustments, net (2,374) (2,847) 473
  $323,985
 $308,353
 $15,632

Percentage Rentals
Percentage rentals decreased $1.4 million, or 12%, in the 2017 period compared to the 2016 period. The following table sets forth the changes in various components of percentage rentals (in thousands):
  2017 2016 
Increase/
(Decrease)
Percentage rentals from existing properties $8,547
 $10,303
 $(1,756)
Percentage rentals from new developments and expansions 198
 22
 176
Percentage rentals from acquisitions 1,043
 759
 284
Percentage rentals from properties disposed 65
 137
 (72)
  $9,853
 $11,221
 $(1,368)

Percentage rentals representsRental revenues based on a percentage of tenants' sales volume above their contractual breakpoints. The decrease in percentage rentals isfrom existing properties increased primarily due to a decreasegrowth in occupancy and rental rates in 2023. Our average sales per square foot foroccupancy increased from 95% to 97% from 2022 to 2023. The 2022 period included significant termination rents from certain tenants for the rolling twelve months ended December 31, 2017, compared to the rolling twelve months ended December 31, 2016 and due to annual increases in contractual breakpoints in certain leases.tenants. The 2023 period did not have termination rents at that level.


37




Expense Reimbursements
Expense reimbursements increased $9.0 million, or 7%, in the 2017 period compared to the 2016 period. The following table sets forth the changes in various components of expense reimbursements (in thousands):
  2017 2016 
Increase/
(Decrease)
Expense reimbursements from existing properties $122,323
 $123,032
 $(709)
Expense reimbursements from new developments and expansions 8,502
 3,675
 4,827
Expense reimbursements from acquisitions 11,240
 4,877
 6,363
Expense reimbursements from properties disposed 752
 2,234
 (1,482)
  $142,817
 $133,818
 $8,999

Expense reimbursements represent the contractual recovery from tenants of certain common area maintenance ("CAM"), insurance, property tax, promotional, advertising and management expenses. Certain expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses for the property, and thus generally fluctuate consistently with the related expenses. Other expense reimbursements, such as promotional, advertising and certain CAM payments, represent contractual fixed rents and may escalate each year. See "Property Operating Expenses" below for a discussion of the decrease in operating expenses from our existing properties.


Management, Leasing and Other Services
Management, leasing and other services decreased $1.4increased $1.5 million or 36%, in the 20172023 period compared to the 20162022 period. The following table sets forth the changes in various components of management, leasing and other services (in thousands):

 20232022Increase/(Decrease)
Management and marketing$3,165 $2,531 $634 
Leasing and other fees614 194 420 
Expense reimbursements from unconsolidated joint ventures and managed properties4,881 4,432 449 
Total Fees$8,660 $7,157 $1,503 

  2017 2016 
Increase/
(Decrease)
Management and marketing $2,310
 $2,744
 $(434)
Development and leasing 124
 651
 (527)
Loan guarantee 18
 452
 (434)
  $2,452
 $3,847
 $(1,395)

The decrease in management,Management, leasing and other services is primarilyservice revenue increased in the 2023 period due to havingthe addition of property management responsibilities for two fewer outlet centers in our unconsolidated joint venturesPalm Beach, Florida during 2022 and 2023.

49



Other Revenues
Other revenues increased $2.8 million in the 20172023 period as compared to the 2016 period prior to our acquisition of our venture partners' equity interests in the Westgate and Savannah outlet centers during 2016. In connection with such acquisitions, we received no fees subsequent to the acquisition dates. Offsetting the impact of the acquisitions was the addition of one new center in an unconsolidated joint venture, the Columbus outlet center, which opened in June 2016.

Other Income
Other income increased $532,000, or 6%, in the 2017 period compared to the 20162022 period. The following table sets forth the changes in various components of other incomerevenues (in thousands):
 20232022Increase/(Decrease)
Other revenues from existing properties$16,171 $13,861 $2,310 
Other revenues from new developments and acquired properties687 — 687 
Other revenues from property disposed— 176 (176)
 $16,858 $14,037 $2,821 
  2017 2016 
Increase/
(Decrease)
Other income from existing properties $7,796
 $7,826
 $(30)
Other income from new developments and expansions 463
 237
 226
Other income from acquisitions 812
 399
 413
Other income from properties disposed 56
 133
 (77)
  $9,127
 $8,595
 $532


Other revenues from existing properties increased in the 2023 period due an increase in other revenue streams, such as EV charging, paid media, sponsorships and onsite signage, on a local and national level.

38





Property Operating Expenses
Property operating expenses increased $3.2$1.6 million or 2%, in the 20172023 period compared to the 20162022 period. The following table sets forth the changes in various components of property operating expenses (in thousands):

 20232022Increase/(Decrease)
Property operating expenses from existing properties$136,381 $137,428 $(1,047)
Property operating expenses from new developments and acquired properties3,593 — 3,593 
Property operating expenses from property disposed— 962 (962)
Expenses related to unconsolidated joint ventures and managed properties4,881 4,432 449 
Other property operating expense692 1,114 (422)
 $145,547 $143,936 $1,611 

  2017 2016 
Increase/
(Decrease)
Property operating expenses from existing properties $136,564
 $140,146
 $(3,582)
Property operating expenses from new developments and expansions 8,698
 4,425
 4,273
Property operating expenses from acquisitions 9,090
 4,295
 4,795
Property operating expenses from properties disposed 883
 3,151
 (2,268)
  $155,235
 $152,017
 $3,218

The decrease in propertyProperty operating expenses fromat existing properties wasdecreased in the 2023 period compared to the 2022 period primarily due to lower spendingdecreases in the 2017 period for certain CAM and marketing expenses.snow removal expense from a mild winter in 2023.


General and Administrative Expenses
General and administrative expenses increased $4.6 million in the 2017 period decreased $2.7 million, or 6% compared to the 2016 period, primarily due to lower amounts of incentive compensation earned in the 20172023 period compared to the 20162022 period. The 2023 period andincludes higher compensation costs due to the 2016addition of certain executives and other key employees during 2022 and 2023 to drive operational and growth initiatives. In addition, the 2023 period includingincludes increases in share-based compensation related to anand other employee benefit costs. Finally, 2023 and 2022 includes executive officer terminationcompensation adjustments, totaling ($806,000) and the death of a director totaling approximately $1.2 million.$2.4 million, respectively.


Abandoned Pre-Development Costs
During the 2017 period, we decided to terminate a purchase option for a pre-development stage project near Detroit, Michigan, and as a result, recorded a $528,000 charge, representing the cumulative related pre-development costs.

50



Depreciation and Amortization
Depreciation and amortization expense increased $12.4decreased $3.0 million or 11%, in the 20172023 period compared to the 20162022 period. The following table sets forth the changes in various components of depreciation and amortization costs from the 2022 period to the 2023 period (in thousands):

 20232022Increase/(Decrease)
Depreciation and amortization expenses from existing properties$104,000 $111,017 $(7,017)
Depreciation and amortization from new developments and acquired properties4,889 — 4,889 
Depreciation and amortization from disposed property— 887 (887)
 $108,889 $111,904 $(3,015)
  2017 2016 
Increase/
(Decrease)
Depreciation and amortization expenses from existing properties $104,309
 $105,550
 $(1,241)
Depreciation and amortization expenses from new developments and expansions 7,300
 2,407
 4,893
Depreciation and amortization expenses from acquisitions 15,448
 5,999
 9,449
Depreciation and amortization from properties disposed 687
 1,401
 (714)
  $127,744
 $115,357
 $12,387


Depreciation and amortization decreased at ourexpense from existing properties primarily due to due to tenant improvements and lease related intangibles recordeddecreased as part of the acquisition price of acquired properties, which are amortized over shorter lives, becomingcertain assets became fully depreciated during the reporting2022 and 2023 periods.

Interest Expense and Loss on Early Extinguishment of Debt
Interest expense increased $4.2 million, or 7%, in In addition, during the 2017 period compared to the 2016 period, primarily due to (1) the impact of converting throughout 2016 $525.0 million of debt with floating interest rates to higher fixed interest rates, (2) the 30-day LIBOR, which impacts the interest rate associated withyear ended 2022, we changed our floating rate debt, increasing relative to its level in the 2016 period and (3) the additional debt incurred related to the 2016 acquisitions of Westgate and Savannah.




39




In July 2017, we completed an underwritten public offering of $300.0 million of 3.875% senior notes due 2027 (the "2027 Notes"). In August 2017, we used the net proceeds from the sale of the 2027 Notes, together with borrowings under our unsecured lines of credit, to redeem alluseful depreciable lives of our 6.125% senior notes due 2020 (the "2020 Notes") (approximately $300.0 millionsolar assets to better reflect the estimated periods during which these assets will remain in aggregate principal amount outstanding).service. The 2020 Notes were redeemed at par plus a make-whole premium of approximately $34.1 million. The loss on early extinguishment of debt includes the make-whole premium and the write off of approximately $1.5 million of unamortized debt discount and debt origination costs related to the 2020 Notes.

Gain on Sale of Assets and Interests in Unconsolidated Entities
In May 2017, we sold our Westbrook outlet center for approximately $40.0 million, which resulted in a gain of $6.9 million. In September 2016, we sold an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 501 for approximately $2.9 million and recognized a gain of approximately $1.4 million. Also, in the first quarter of 2016, we sold our Fort Myers outlet center for approximately $25.8 million, which resulted in a gain of $4.9 million.

Gain on Previously Held Interest in Acquired Joint Venture
On June 30, 2016, we completed the purchase of our venture partner's interest in the Westgate joint venture, which owned the outlet center in Glendale, Arizona, for a total cash price of approximately $40.9 million. The purchase was funded with borrowings under our unsecured lines of credit. Prior to the transaction, we owned a 58% interest in the Westgate joint venture since its formation in 2012 and accounted for it under the equity method of accounting. The joint venture is now wholly-owned by us and is consolidated in our financial results as of June 30, 2016. As a result of acquiring the remaining interest in the Westgate joint venture, we recorded a gain of $49.3 million, which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the joint venture, as a result of the significant appreciation in the property's value since the completion of its original development and opening.

In August 2016, the Savannah joint venture, which owned the outlet center in Pooler, Georgia distributed all outparcels along with $15.0 million in cash consideration to our joint venture partner in exchange for the partner's ownership interest. We contributed the $15.0 million in cash consideration to the joint venture, which we funded with borrowings under our unsecured lines of credit. The joint venture is now wholly-owned by us and has been consolidated in our financial results since the acquisition date. As a result of acquiring the remaining interest in the Savannah joint venture, we recorded a gain of $46.3 million, which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the Savannah joint venture, as a result of the significant appreciation in the property's value since the completion of its original development and opening in April 2015.

Equity in Earnings of Unconsolidated Joint Ventures
Equity in earnings of unconsolidated joint ventures decreased approximately $8.9 million or 82% in the 2017 period compared to the 2016 period. The following table sets forth the changes in various components of equity in earnings of unconsolidated joint ventures (in thousands):
  2017 2016 
Increase/
(Decrease)
Equity in earnings from existing properties $505
 $6,361
 $(5,856)
Equity in earnings from new developments 1,432
 868
 $564
Equity in earnings from properties previously held in unconsolidated joint ventures 
 3,643
 (3,643)
  $1,937
 $10,872
 $(8,935)

Equity in earnings from existing properties includes our share of impairment charges totaling $9.0 million in the 2017 period related to the Bromont and Saint-Sauveur outlet centers in Canada, and totaling $2.9 million in the 2016 period related to the Bromont outlet center. The increase in equity in earnings of unconsolidated joint ventures from new development is due to the incremental earnings from the Columbus outlet center, which opened in June 2016. The decrease in equity in earnings from properties previously held in unconsolidated joint ventures in 2016 is related to the Westgate and Savannah joint ventures. We acquired our venture partners' interest in eachestimated useful lives of these joint ventures in June 2016 and August 2016, respectively, and have consolidated the resultsassets that previously averaged 20 years were decreased to an average of operationsten years. The effect of these centers since the respective acquisition date.

40




2016 Compared to 2015

Net Income
Net income decreased $17.8 million in 2016 compared to 2015. In 2016, we recorded a $95.5 million gain on the acquisitions of our venture partners' equity interests in the Westgate and Savannah joint ventures, a $4.9 million gain on the sale of our outlet center in Fort Myers, Florida and $1.4 million gain on the sale of an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina. In 2015, we recorded gains totaling $120.4 million related to the sale of our equity interest in the Wisconsin Dells joint venture, and the sales of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers. In addition, net income in 2016 was impacted by:
an increase in operating income due to the opening of one new outlet center, the acquisitions of our partners' interest in two joint ventures, and the full year impact of the addition of three new consolidated centers in 2015; offset by
a decrease in operating income due to the properties disposed of in early 2016 and 2015; and
an increase in interest expense due to higher average borrowing levels and an increase in interest rates.

In the tables below, information set forth for new developments includes our Foxwoods, Grand Rapids, Southaven and Daytona Beach outlet centers, which opened in May 2015, July 2015, November 2015 and November 2016, respectively. Acquisitions include our Westgate and Savannah centers, which were previously held in unconsolidated joint ventures prior to our acquisitions of our venture partners' interest in each venture in June 2016 and August 2016, respectively. Properties disposed includes the Kittery I & II, Tuscola, and West Branch outlet centers sold in September 2015, the Barstow outlet center sold in October 2015 and the Fort Myers outlet center sold in January 2016.

Base Rentals
Base rentals increased $18.7 million, or 6%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of base rentals (in thousands):
  2016 2015 
Increase/
(Decrease)
Base rentals from existing properties $265,207
 $262,522
 $2,685
Base rentals from new developments 26,406
 10,618
 15,788
Base rentals from acquisitions 8,920
 
 8,920
Base rentals from properties disposed 66
 7,631
 (7,565)
Straight-line rent adjustments 7,002
 6,347
 655
Termination fees 3,599
 4,576
 (977)
Amortization of above and below market rent adjustments, net (2,847) (2,006) (841)
  $308,353
 $289,688
 $18,665

Base rental income generated from existing properties in our portfolio increased due to increases in rental rates on lease renewals, incremental rents from re-tenanting vacant spaces and multiple tenant rental step-ups.

Fees received from the early termination of leases, which are generally based on the lease term remaining at the time of termination, decreased as a result of fewer store closures throughout the portfolio in the 2016 period compared to the 2015 period.













41




Percentage Rentals
Percentage rentals increased $1.1 million, or 10%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of percentage rentals (in thousands):
  2016 2015 
Increase/
(Decrease)
Percentage rentals from existing properties $9,428
 $8,972
 $456
Percentage rentals from new developments 844
 45
 799
Percentage rentals from acquisitions 759
 
 759
Percentage rentals from properties disposed 190
 1,140
 (950)
  $11,221
 $10,157
 $1,064

Percentage rentals represents revenues based on a percentage of tenants' sales volume above their contractual break points. The increase in percentage rentals from existing properties is due to higher sales volume for certain existing tenants and also due to certain new tenants added to the existing properties whose sales exceeded their contractual break point.

Expense Reimbursements
Expense reimbursements increased $7.4 million, or 6%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of expense reimbursements (in thousands):
  2016 2015 
Increase/
(Decrease)
Expense reimbursements from existing properties $118,870
 $117,290
 $1,580
Expense reimbursements from new developments 9,931
 4,005
 5,926
Expense reimbursements from acquisitions 4,877
 
 4,877
Expense reimbursements from properties disposed 140
 5,173
 (5,033)
  $133,818
 $126,468
 $7,350

Expense reimbursements represent the contractual recovery from tenants of certain common area maintenance, insurance, property tax, promotional, advertising and management expenses. For certain tenants, we receive a fixed payment for CAM with annual escalations. While certain expense reimbursements generally fluctuate consistently with the related expenses, our expense recoveries for CAM as a percentage of expenses were higher in 2016 compared to 2015 due to leases with fixed-CAM escalations. When not reimbursed by the fixed-CAM component, CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses for the property. See "Property Operating Expenses" below for a discussion of the increase in operating expenses from our existing properties.

Most, but not all, leases contain provisions requiring tenants to reimburse a share of our operating expenses as additional rent. However, substantially all of the leases for our new Foxwoods outlet center, which opened in May 2015, require tenants to pay a single minimum contractual gross rent and, in certain cases, percentage rent; thus, all minimum rents received for the Foxwoods outlet center are recorded as base rent and none are recorded to expense reimbursements.

Management, Leasing and Other Services
Management, leasing and other services decreased $1.6 million, or 29%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of management, leasing and other services (in thousands):
  2016 2015 
Increase/
(Decrease)
Management and marketing $2,744
 $2,853
 $(109)
Development and leasing 651
 1,827
 (1,176)
Loan guarantee 452
 746
 (294)
  $3,847
 $5,426
 $(1,579)

42




The decrease in management, leasing and other services is primarily due to the 2016 consolidation of both our Westgate and Savannah outlet centers due to the acquisitions of our venture partners' equity interests. This decrease was partially offset by development and leasing fees earned in 2016 from services provided to the Columbus joint venture which opened in June 2016.

Other Income
Other income increased $965,000, or 13%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of other income (in thousands):
  2016 2015 
Increase/
(Decrease)
Other income from existing properties $7,510
 $6,874
 $636
Other income from new developments 700
 457
 243
Other income from acquisitions 366
 
 366
Other income from properties disposed 19
 299
 (280)
  $8,595
 $7,630
 $965

Property Operating Expenses
Property operating expenses increased $5.5 million, or 4%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of property operating expenses (in thousands):
  2016 2015 
Increase/
(Decrease)
Property operating expenses from existing properties $131,928
 $131,252
 $676
Property operating expenses from new developments 15,761
 8,610
 7,151
Property operating expenses from acquisitions 4,279
 
 4,279
Property operating expenses from properties disposed 49
 6,641
 (6,592)
  $152,017
 $146,503
 $5,514

General and Administrative Expenses
General and administrative expenses in the 2016 period increased $2.2 million, or 5% compared to the 2015 period. The 2015 period included the reversal of $731,000 of share-based compensation expense related to the October 2015 announcement that the Company’s then Chief Financial Officer would retire in May 2016. In addition, the 2016 period included increased legal, consulting and other professional fees compared to the 2015 period. In addition, the 2016 period included compensation related to executive officer and director terminations of approximately $1.2 million.

Depreciation and Amortization
Depreciation and amortization increased $11.4 million, or 11%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of depreciation and amortization (in thousands):

  2016 2015 
Increase/
(Decrease)
Depreciation and amortization expenses from existing properties $93,903
 $94,762
 $(859)
Depreciation and amortization expenses from new developments 15,455
 5,902
 9,553
Depreciation and amortization expenses from acquisitions 5,999
 
 5,999
Depreciation and amortization from properties disposed 
 3,272
 (3,272)
  $115,357
 $103,936
 $11,421


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Depreciation and amortization costs decreased at existing properties as certain construction and development related assets, as well as lease related intangibles recorded as part of the acquisition price of acquired properties, which are amortized over shorter lives, became fully depreciated during 2016. This decrease was partially offset by additional depreciation and amortization recorded as a result of athis change in the estimated useful life of assets at various centers where demolition of existing buildings occurred in conjunction with renovations and expansions.estimate was to increase 2022 depreciation expense by $4.4 million.


Interest Expense
Interest expense increased $6.5$1.0 million or 12%, in the 20162023 period compared to the 20152022 period due to (1)primarily because starting in the conversionsecond quarter of $525.0 million of debt with floating2022, interest rates began to higher fixed interest rates, (2)rise significantly which impacted our debt that is based on variable rates. In October 2022, we amended and restated our unsecured term loan. The outstanding balance was increased from $300.0 million to $325.0 million, and the 30-day LIBOR, which impactsmaturity date was extended to January 2027 plus a one-year extension option. Also, in October 2022, the Southaven, Mississippi consolidated joint venture amended and restated its variable interest rate we paysecured term loan, increasing the outstanding balance to $51.7 million from
$40.1 million.

In May 2023, Fitch Ratings assigned a first-time ‘BBB’ long-term issuer default rating to the Company and the Operating Partnership, along with a Stable rating outlook. Fitch also assigned a ‘BBB’ rating to Operating Partnership’s senior unsecured debt, which includes our lines of credit, a term loan and senior notes. As a result, the applicable pricing margin on each of our remaining floating rate debt, increasing relative to its levelunsecured lines of credit and our term loan was reduced by 25 basis points (including a 5 basis point reduction in the 2015 period, and (3)facility fee on the additional debt incurred related to the Westgate and Savannah acquisitions.unsecured lines of credit).


Gain on Sale of Assets and Interests in Unconsolidated Entities
The gain on sale of assets and interest in unconsolidated entities decreased approximately $114.1 million, or 95%, in the 2016 period compared to the 2015 period. In September 2016,December 2022, we sold an outparcel at our outleta non-core center in Myrtle Beach, SouthBlowing Rock, North Carolina located on Highway 501 for net proceeds of approximately $2.9 million and recognized a gain of approximately $1.4 million. Also, in the first quarter of 2016, we sold our Fort Myers outlet center for approximately $25.8$12.4 million, which resulted in a gain of $4.9 million. In February 2015, we recorded a gain of approximately $13.7 million from theon sale of our equity interestassets of $3.2 million.

Other Income (Expense)
Other income (expense) increased approximately $3.7 million in the joint venture that owned2023 period compared to the Wisconsin Dells outlet center. In September 2015, we sold2022 period, primarily due to higher returns on our Kittery I & II, Tuscola,cash and West Branch outlet centers for approximately $43.3 million, which resulted in a gain of $20.2 millioncash equivalents and in October 2015, we sold our Barstow outlet center for approximately $105.8 million, which resulted in a gain of $86.5 million.

Gain on Previously Held Interest in Acquired Joint Venture
In June 2016, we completed the purchase of our venture partner's interestshort-term investments from opportunities available in the Westgate joint venture, which ownedrising interest rate environment. This was partially offset by the outlet center in Glendale, Arizona, for2022 period including a total cash price$2.4 million gain on sale of approximately $40.9 million. The purchase was funded with borrowings under our unsecured lines of credit. Prior to the transaction, we owned a 58% interest in the Westgate joint venture since its formation in 2012 and accounted for it under the equity method of accounting. As a result of acquiring the remaining interest in the Westgate joint venture, we recorded a gain of $49.3 million, which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the joint venture, as a result of the significant appreciation in the property's value since the completion of its original development and opening.non-real estate asset.

In August 2016, the Savannah joint venture, which owned the outlet center in Pooler, Georgia, distributed all outparcels along with $15.0 million in cash consideration to our joint venture partner in exchange for the partner's ownership interest. We contributed the $15.0 million in cash consideration to the joint venture, which we funded with borrowings under our unsecured lines of credit. The joint venture is now wholly-owned by us and has been consolidated in our financial results since the acquisition date. As a result of acquiring the remaining interest in the Savannah joint venture, we recorded a gain of $46.3 million, which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the Savannah joint venture, as a result of the significant appreciation in the property's value since the completion of its original development and opening in April 2015.


Equity in Earnings of Unconsolidated Joint Ventures
Equity in earnings (losses) of unconsolidated joint ventures decreased approximately $612,000 or 5%$354,000 in the 20162023 period compared to the 20152022 period. The following table sets forthdecrease is primarily due to the changesincrease in various componentsvariable interest rates which began in 2022 and continued through 2023 and negatively impacted two of equity in earnings of unconsolidatedour joint ventures, (in thousands):from the refinancing of those two joint ventures mortgages.

  2016 2015 
Increase/
(Decrease)
Equity in earnings from existing properties $6,361
 $8,550
 $(2,189)
Equity in earnings from new developments 868
 
 868
Equity in earnings from properties acquired or disposed 3,643
 2,934
 709
  $10,872
 $11,484
 $(612)


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Equity in earnings from existing properties forIn June 2023, the 2016 period includesGalveston/Houston joint venture completed the refinance of its mortgage. The new $58.0 million loan has a $2.9 million asset impairment loss representing our sharematurity date of the impairment loss recorded byJune 2026 and an interest rate of Daily SOFR + 3.00%. In conjunction with this refinance, the joint venture entered into a $29.0 million interest rate swap agreement that owns the Bromont outlet center in Canada. The increase in equity in earnings of unconsolidated joint ventures from new developments is due to the incremental earnings fromfixes Daily SOFR at 4.44% until December 2025.
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In September 2022, the Columbus outlet center,joint venture completed the refinance of its existing $71.0 million mortgage with an interest rate of LIBOR + 1.85% which openedhad a maturity date of November 2022. The refinanced mortgage remained $71.0 million but became a non-recourse loan with a maturity date in June 2016. The equity in earnings from properties acquired or disposed in 2016 includes the impactOctober 2032 and a fixed interest rate of 6.25%.

2022 Compared to 2021

For a discussion of our acquisitionsresults of operations for the respective venture partners’ interestsyear ended December 31, 2022, including a year-to-year comparison between 2022 and 2021, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Westgate and Savannah joint ventures in June 2016 and August 2016, respectively. Equity in earnings from properties acquired or disposed inour Annual Report on Form 10-K for the 2015 period includes the impact of the sale of our interest in the Wisconsin Dells joint venture in February 2015.year ended December 31, 2022.


Liquidity and Capital Resources of the Company


In this “Liquidity and Capital Resources of the Company” section, the term, the Company,"Company", refers only to Tanger Factory Outlet Centers, Inc. on an unconsolidated basis, excluding the Operating Partnership.

The Company's business is operated primarily through the Operating Partnership. The Company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company, which are fully reimbursed by the Operating Partnership. The Company does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. The Company's principal funding requirement is the payment of dividends on its common shares. The Company's principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.


Through its ownership ofstatus as the sole general partner of the Operating Partnership, the Company has the full, exclusive and complete responsibility for the Operating Partnership's day-to-day management and control. The Company causes the Operating Partnership to distribute all, or such portion as the Company may in its discretion determine, of its available cash in the manner provided in the Operating Partnership's partnership agreement. The Company receives proceeds from equity issuances from time to time, but is required by the Operating Partnership's partnership agreement to contribute the proceeds from its equity issuances to the Operating Partnership in exchange for partnership units of the Operating Partnership.
 
We are a well-known seasoned issuer with a shelf registration whichthat expires in June 2018 thatDecember 2026, which allows the Companyus to register various unspecified various classes of equity securities and the Operating Partnership to register various unspecified various classes of debt securities. As circumstances warrant, the Companywe may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. The Operating Partnership may use the proceeds to repay debt, including borrowings under its lines of credit, develop new or existing properties, make acquisitions of properties or portfolios of properties, and invest in existing or newly created joint ventures, or for general corporate purposes.


TheOur liquidity of the Company is dependent on the Operating Partnership's ability to make sufficient distributions to the Company.us. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company. The Companyus. We also guaranteesalso guarantee some of the Operating Partnership's debt. If the Operating Partnership fails to fulfill its debt requirements, which would trigger the Company'sour guarantee obligations, then the Companywe may be required to fulfill itsour cash payment commitments under such guarantees. However, the Company'sour only material asset is itsour investment in the Operating Partnership.
 
The Company believesWe believe the Operating Partnership's sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured credit facilities, are adequate for it to make its distribution payments to the Companyus and, in turn, for the Companyus to make its dividend payments to itsour shareholders and to finance itsour continued operations, investment and growth strategy and additional expenses we expect to incur for at least the next twelve months.incur. However, there can be no assurance that the Operating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the Company.us. The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to the Company,us, which will in turn, adversely affect the Company'sour ability to pay cash dividends to itsour shareholders.



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ForWe operate in a manner intended to enable us to qualify as a REIT under the CompanyInternal Revenue Code. In order for us to maintain itsour qualification as a real estate investment trust, itREIT, we must pay dividends to itsour shareholders aggregating annually at least 90% of itsour taxable income. While historically the Company haswe have satisfied this distribution requirement by making cash distributions to itsour shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the Company'sour own shares. Based

For tax reporting purposes, we distributed approximately $101.0 million during 2023. If in any taxable year, we were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, we would not be allowed a deduction for distributions to shareholders in computing taxable income and would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on our 2017 estimated taxable income to shareholders, we were required to distribute approximately $76.3 million to our shareholders in order to maintain our REIT status as described above. We distributed approximately $130.2 million during 2017.at the regular corporate rate.


As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent that other companies whose parent companies are not real estate investment trustsREITs can. The CompanyWe may need to continue to raise capital in the equity markets to fund the Operating Partnership's working capital needs, as well as potential developments of new or existing properties, acquisitions or investments in existing or newly created joint ventures.


The CompanyWe currently consolidatesconsolidate the Operating Partnership because it haswe have (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. The Company doesWe do not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. However, all debt is held directly or indirectly at the Operating Partnership level, and the Company haswe have guaranteed some of the Operating Partnership's unsecured debt as discussed below. Because the Company consolidateswe consolidate the Operating Partnership, the section entitled "Liquidity and Capital Resources of the Operating Partnership" should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.


Under our ATM Offering, which commenced in February 2021, and was reinstated with a new program in December 2023, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million. We may sell the Common Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Common Shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding. We currently intend to use the net proceeds from any sale of Common Shares pursuant to the ATM Offering for working capital and general corporate purposes. As of December 31, 2023, we had approximately $220.1 million remaining available for sale under our ATM Offering program.

The following table sets forth information regarding settlements under our ATM Offering program:

202320222021
Number of common shares settled during the period3,494,919 — 10,009,263 
Average price per share$25.75 $— $18.97 
Aggregate gross proceeds (in thousands)$89,986 $— $189,868 
Aggregate net proceeds after commissions and fees (in thousands)$88,861 $— $186,969 

In May 2017, we announced that our2023, the Board of Directors authorized the repurchase of up to $125.0$100.0 million of our outstanding common shares as market conditions warrant over a period commencing onCommon Shares through May 19, 2017 and expiring on May 18, 2019.31, 2025. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intendsCommon Shares. We intend to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18.  The Company10b-18 under the Exchange Act. We may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its sharesour Common Shares under this authorization. During 2017, we repurchased approximately 1.9 million common shares onWe did not repurchase any Common Shares during the open market at an average price of $25.80, totaling approximately $49.3 million exclusive of commissionsyears ended December 31, 2023, 2022 and related fees.2021. The remaining amount of Common Shares authorized to be repurchased under the program as of December 31, 20172023 was approximately $75.7$100.0 million.


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In January 2024, the Board declared a $0.26 cash dividend per Common Share payable on February 15, 2024 to each shareholder of record on January 31, 2024, and a $0.26 cash distribution per general and limited partnership unit to the Operating Partnership's unitholders.

Liquidity and Capital Resources of the Operating Partnership

General Overview


In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we”, “our” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the textcontext requires.


Summary of Our Major Sources and Uses of Cash and Cash Equivalents

General Overview
Property rental income represents our primary source to pay property operating expenses, debt service, capital expenditures and distributions, excluding non-recurring capital expenditures and acquisitions. To the extent that our cash flow from operating activities is insufficient to cover such non-recurring capital expenditures and acquisitions, we finance such activities from borrowings under our unsecured lines of credit or from the proceeds from the Operating Partnership'sPartnership’s debt offerings and the Company'sCompany’s equity offerings.


We believe we achieve a strong and flexible financial position by attempting to: (1) maintain a conservative leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through a properan appropriate mix of fixed and variable rate debt and interest rate hedging strategies, (4) maintain access to liquidity by using our lines of credit in a conservative manner and (5) preserve internally generated sources of capital by strategically divesting of our non-core assets and maintaining a conservative distribution payout ratio. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our requirements.requirements, including without limitation, cash on hand, retained free cash flow and debt and equity issuances.


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Statements of Cash Flows

Capital Expenditures
The following table sets forthdetails our changes in cash flows from 2017capital expenditures for consolidated centers for the years ended December 31, 2023 and 20162022, respectively (in thousands):
 20232022Change
Capital expenditures analysis:
New center developments and expansions (1)
$123,175 $39,967 $83,208 
Renovations10,688 369 10,319 
Second generation tenant allowances (2)
12,516 9,336 3,180 
Other capital expenditures (3)
51,275 39,137 12,138 
197,654 88,809 108,845 
Conversion from accrual to cash basis(9,458)(11,499)2,041 
Additions to rental property-cash basis$188,196 $77,310 $110,886 
  2017 2016 Change
Net cash provided by operating activities $253,131
 $239,299
 $13,832
Net cash used in investing activities (117,545) (45,501) (72,044)
Net cash used in financing activities (141,679) (203,467) 61,788
Effect of foreign currency rate changes on cash and equivalents (56) 316
 (372)
Net decrease in cash and cash equivalents $(6,149) $(9,353) $3,204
(1)New center developments and expansions in both periods primarily due to development costs at our site in Nashville, TN.

(2)In the 2023 and 2022 periods, second generation tenant allowances are presented net of $1.1 million and $1.5  million tenant allowance reversals respectively, which were the result of a lease modifications.
Operating Activities

(3)The increase in net cash provided by operating activities from 2016 to 2017 is primarily associated with the following:

incremental operating incomeother capital expenditures in 2017 as a result of the full year impact of the acquisition of our venture partners' interest in our Westgate and Savannah outlet centers, previously held in unconsolidated joint ventures, in June 2016 and August 2016, respectively, and
incremental operating income from the opening of our two new wholly-owned outlet centers in Daytona Beach and Fort Worth, which opened in November 2016 and October 2017, respectively.

Investing Activities

The increase in net cash used in investing activities from 2016 to 2017 is primarily associated with the following:

the use of restricted cash in 2016, which represented a portion of the proceeds received from certain assets sales in 2015, to pay a portion of our $150.0 million floating rate mortgage loan, which had an original maturity date in August 2018, and our $28.4 million deferred financing obligation, both of which related to our Deer Park outlet center, and
partially offsetting the increase, cash used in 2016 to acquire our venture partners' interest in our Westgate joint venture and Savannah joint venture.

Financing Activities

The decrease in net cash used in financing activities from 2016 to 2017 is primarily associated with the following:

lower outstanding borrowing amounts in 2017 to fund the Company's development needs, net of asset sales proceeds, due to a significant portion of the 2016 development needs being funded with the $121.3 million held in restricted cash during that period,
a special dividend of approximately $21.0 million that was paid during 2016, and
offsetting the decrease, $49.4 million used to repurchase Operating Partnership units in 2017.

The following table sets forth our changes in cash flows from 2016 and 2015 (in thousands):
  2016 2015 Change
Net cash provided by operating activities $239,299
 $221,818
 $17,481
Net cash used in investing activities (45,501) (221,827) 176,326
Net cash provided by (used in) financing activities (203,467) 6,854
 (210,321)
Effect of foreign currency rate changes on cash and equivalents 316
 (1,099) 1,415
Net increase (decrease) in cash and cash equivalents $(9,353) $5,746
 $(15,099)




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Operating Activities

In 2016, our cash provided by operating activities was positively impacted by a number of factors, including an increase in operating income as a result of the net growth in leasable square feet in our portfolio of outlet centers and an increase in distributions from our unconsolidated joint ventures.

Investing Activities

The decrease in net cash used in investing activities from 2015 to 2016 is primarily associated with the following:

We used restricted cash of $121.3 million in 2016, which was received in 2015, to repay a portion of our $150.0 million floating rate mortgage loan, which had an original maturity date in August 2018, and our $28.4 million deferred financing obligation, both of which related to the Deer Park outlet center.
Cash provided from asset sales decreased in 2016 compared to 2015, as proceeds from the sales of our Fort Myers outlet center and an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 501 were lower than the proceeds from the sale of our equity interest in the Wisconsin Dells outlet center in 2015.
Cash used for additions to rental property decreased in 2016 due to less new outlet center construction activity in 2016 as compared to 2015. The 2015 period included additions for our Foxwoods, Grand Rapids, and Southaven outlet centers, all of which opened during 2015, while the 2016 period primarily included construction at our Daytona Beach outlet center.
Distributions in excess of earnings increased in the 2016 period due the Columbus joint venture closing on an interest-only mortgage loan of $85.0 million. The joint venture received net loan proceeds of $84.2 million and distributed them equally to the partners. Our share of the distribution was $42.1 million.
Partially offsetting the above items were the acquisitions of our venture partners' interest in our Westgate joint venture and Savannah joint venture and fewer contributions in the 2016 period to our unconsolidated joint ventures as a result of less development activity in the 2016 period compared to the 2015 period.

Financing Activities

The increase in net cash used in financing activities from 2015 to 2016 is primarily associated with the following:

Increase in cash distributions paid due to a special dividend that was paid in January 2016 and an increase in quarterly dividends paid to common shareholders in 2016.
Increase in cash used for debt repayments, which included the repayments of the Deer Park $150.0 million floating rate mortgage loan, the $10.0 million unsecured note payable, the $7.5 million unsecured term note, the Westgate $62.0 million floating rate mortgage and our Savannah $98.0 million floating rate mortgage.
Cash used for the payment of a deferred financing obligation to a former partner at Deer Park, which increased our legal ownership to 100%.
Partially offsetting the above items was an increase in borrowings including the public offering of an aggregate $350 million of 3.125% unsecured senior notes due September 2026, netting proceeds of approximately $344.5 million and an additional $75.0 million in proceeds received from an amendment to our unsecured term loan to increase the size of the loan from $250.0 million to $325.0 million. In 2015, new borrowings for notes, mortgages, loans totaled $90.8 million and2023 was primarily related to construction drawsour ongoing solar initiatives. Other capital expenditures includes capital expenditures related to the Southavenrecurring and Foxwoods mortgages. In 2015, we also repaid the mortgages at our Hershey and Ocean City outlet centers, which totaled $46.6 million.value-enhancing capital activities.

Current Development Activities


We intendexpect total capital expenditures for 2024 to continuebe approximately $100.0 million as compared to growcapital expenditures of $188.2 million in 2023. The higher 2023 amount was driven primarily by the expenditures for our portfolioNashville, TN development, which opened in October 2023. We expect to maintain sufficient liquidity to fund these capital expenditures.

Acquisitions
In November 2023, we acquired a 382,000-square-foot, open-air outlet center in Asheville, North Carolina for $70 million in an all-cash transaction. The established center is occupied by developing, expanding or acquiring additional outlet centers. In the section below, we describe the new developmentsa diverse mix of brands that are either currently planned, underway or recently completed. However, you should note that any developments or expansions that we, or a joint venture that we are involved in, have planned or anticipated may not be started or completedincludes leading home furnishings providers as scheduled, or may not result in accretive net income or FFO. See the section “Funds From Operations” in the Management's Discussionwell as iconic apparel, footwear and Analysis section for further discussion of FFO.accessories brands.




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In addition, in November 2023, we regularly evaluate acquisition or disposition proposals and engage from time to time in negotiations for acquisitions or dispositions of properties. We may also enter into letters of intent for the acquisition or disposition of properties. Any prospective acquisition or disposition that is being evaluated or which is subject to a letter of intent may not be consummated, or if consummated, may not result inacquired Bridge Street Town Centre, an increase in liquidity, net income or funds from operations.

New Development of Consolidated Outlet Centers

Fort Worth

In October 2017, we opened a 352,000 square foot wholly-owned outlet825,000-square-foot, open-air lifestyle center in Huntsville, Alabama for $193.5 million with cash. proceeds from our ATM program and amounts available under our unsecured lines of credit. The center comprises over 80 retail stores, restaurants, and entertainment venues and serves as the greater Fort Worth, Texas area. The outlet center is located within the 279-acre Champions Circle mixed-use development adjacent to Texas Motor Speedway.

Lancaster Expansion

In September 2017, we opened a 123,000 square foot expansion of our outlet center in Lancaster, Pennsylvania.

Acquisition of Properties

Foxwoods

In November 2017, the Company successfully settled litigation with the estate of our former partnerdominant shopping destination in the Foxwoods, Connecticut joint venture.  In return for mutual releases and no cash consideration, the estate tendered its partnership interest to the Company. Prior to this settlement, we had a 100% economic interest in the consolidated joint venture as a result of our preferred equity interest and the capital and distribution provisions in the joint venture agreement.market.


Disposition of Properties

Westbrook

In May 2017, we sold our Westbrook, Connecticut outlet center for approximately $40.0 million, which resulted in a gain of $6.9 million. The net proceeds were used to repurchase our common shares. See Share Repurchase Program, below.

New Development in Unconsolidated Real Estate Joint Ventures

From time to time, we form joint venture arrangements to develop outlet centers. See "Off-Balance Sheet Arrangements" for a discussion of unconsolidated joint venture development activities.

Other Potential Future Developments,

Acquisitions and Dispositions
As of the date of the filing of this filing,Annual Report, we are not in the initial studypre-development period for any potential new developments. We may also use joint venture arrangements to develop other potential sites. There can be no assurance, however, that these potential future developments will ultimately be developed.We expect to maintain sufficient liquidity to fund existing capital expenditures.


In the case of projects to be wholly-owned by us, we expect to fund these projects with cash on hand, borrowings under our unsecured lines of credit and cash flowflows from operations, but may also fund them with capital from additional public debt and equity offerings. For projects to be developed through joint venture arrangements, we may use collateralized construction loans to fund a portion of the project, with our share of the equity requirements funded from sources described above.



We intend to continue to grow our portfolio by developing, expanding or acquiring additional retail real estate assets. Future retail real estate assets may be wholly-owned by us, owned through joint ventures or partnership arrangements, or through management agreements. However, you should note that any developments or expansions that we, or a joint venture that we have an ownership interest in, have planned or anticipated may not be started or completed as scheduled, or may not result in accretive net income or FFO. See the section "Non-GAAP Supplemental Earnings Measures" - "Funds From Operations" below for further discussion of FFO. In addition, we regularly evaluate acquisition or disposition proposals and engage from time to time in negotiations for acquisitions or dispositions of properties. We may also enter into letters of intent for the purchase or sale of properties. Any prospective acquisition or disposition that is being evaluated or that is subject to a letter of intent may not be consummated, or if consummated, may not result in an increase in earnings or liquidity.

Unconsolidated Real Estate Joint Ventures
From time to time, we form joint venture arrangements to develop or acquire centers. As of December 31, 2023, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers located in Canada. See Note 6 to the Consolidated Financial Statements for details of our individual joint ventures, including, but not limited to, the carrying values of our investments, fees we receive for services provided to the joint ventures, recent development and financing transactions and condensed combined summary financial information.

We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests in the joint venture), advances or partner loans, although such funding is not typically required contractually or otherwise. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. We believe our joint ventures will be able to fund their operating and capital needs during the year ended 2024 based on their sources of working capital, specifically cash flow from operations, access to contributions from partners, and ability to refinance all or portion of their debt obligations, including the ability to exercise upcoming extensions of near-term maturities.

Our joint ventures are typically encumbered by a mortgage on the joint venture property. We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. A default by a joint venture under its debt obligations may expose us to liability under the guaranty. For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty. The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees.



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Our joint ventures are generally subject to buy-sell provisions, which are customary for joint venture agreements in the real estate industry. Either partner may initiate these provisions (subject to any applicable lock up period), which could result in either the sale of our interest or the use of available cash or additional borrowings to acquire the other party's interest. Under these provisions, one partner sets a price for the property, then the other partner has the option to either (1) purchase their partner's interest based on that price or (2) sell its interest to the other partner based on that price. Since the partner other than the partner who triggers the provision has the option to be the buyer or seller, we do not consider this arrangement to be a mandatory redeemable obligation.

Future Debt Obligations
As described further in Note 9 to the Consolidated Financial Statements, as of December 31, 2023, scheduled maturities and principal amortization of our existing debt for 2024, 2025, 2026 and 2027 are $5.1 million, $14.5 million, $407.4 million and $625.0 million, respectively. As of December 31, 2023, scheduled maturities after 2027 aggregate to $400.0 million.

Future Interest Payments
We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of December 31, 2023, these interest obligations total approximately $220.7 million and range from approximately $11.0 million to $55.2 million on an annual basis over the next five years. Our variable rate debt agreements are based on Daily SOFR so the Daily SOFR rate at December 31, 2023 was used to calculate future interest expense.

Operating Lease Obligations
As described further in Note 21 to the Consolidated Financial Statements, as of December 31, 2023, we had a total of $232.6 million of minimum operating lease obligations. These minimum lease payments range from approximately $4.9 million to $5.9 million on an annual basis over the next five years.

Other Contractual Obligations
Other contractual obligations totaled $5.9 million as of December 31, 2023. These obligations range from approximately $1.3 million to $1.7 million on an annual basis over the next five years.

Cash Flows

The following table sets forth our changes in cash flows from 2023 and 2022 (in thousands):

20232022Change
Net cash provided by operating activities$229,515 $213,950 $15,565 
Net cash used in investing activities(409,561)(98,817)(310,744)
Net cash used in financing activities(19,278)(64,163)44,885 
Effect of foreign currency rate changes on cash and equivalents(115)(111)(4)
Net increase/(decrease) in cash and cash equivalents$(199,439)$50,859 $(250,298)

Operating Activities
The increase in net cash provided by operating activities was primarily due to the addition of three centers during the fourth quarter of 2023, changes in working capital and an increase in rental revenues at existing centers primarily driven by an increase in occupancy rates and increase in rental rates.

Investing Activities
The increase in net cash used in investing activities was primarily driven by the acquisition in November 2023 of two centers in Asheville, NC and Huntsville, AL, for a net total of $259.7 million. In addition, during 2023, we completed the development of our new center in Nashville, TN, which opened in October 2023.


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Financing Activities
The primary cause for the decrease in net cash used in financing activities was the issuance of approximately 3.5 million Common Shares under our ATM Offering Program during 2023, which generated approximately $88.4 million of net proceeds. This increase was partially offset by higher dividends paid during 2023 compared to 2022 primarily driven by an increase in our dividend rate.

Financing Arrangements


See Notes 8 and 9 to the Consolidated Financial Statements, for details of our current outstanding debt, financing transactions that have occurred over the past three years and debt maturities. As of December 31, 2017,2023, unsecured borrowings represented 95%96% of our outstanding debt and 93% of the gross book value of our real estate portfolio was unencumbered. As of December 31, 2017, 15%2023, 6% of our outstanding debt, , excluding variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore werewas subject to market fluctuations.


2018 TransactionsWe intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders. The Company and Operating Partnership are well-known seasoned issuers with a joint shelf registration statement on Form S-3, expiring in December 2026, that allows us to register unspecified amounts of different classes of securities. To generate capital to reinvest into other attractive investment opportunities, we may also consider the use of additional operational and developmental joint ventures, property management opportunities, the sale or lease of outparcels on our existing properties and the sale of certain properties that do not meet our long-term investment criteria. Based on cash provided by operations, existing lines of credit, ongoing relationships with certain financial institutions and our ability to sell debt or issue equity subject to market conditions, we believe that we have access to the necessary financing to fund the planned capital expenditures for at least the next twelve months.


Increased Borrowing CapacityWe anticipate that adequate cash will be available to fund our operating and Extensionadministrative expenses, regular debt service obligations, and the payment of Unsecured Linesdividends in accordance with REIT requirements in both the short and long-term. Although we receive most of Credit

In January  2018, we closedour rental payments on amendmentsa monthly basis, dividends and distributions to shareholders and unitholders, respectively, are typically 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 our existing unsecured lines of credit or invested in short-term money market or other suitable instruments.

We believe our current balance sheet position is financially sound; however, due to the economic uncertainty caused by the current macroeconomic environment, including rising interest rates and inflation, and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which increasedis our $350.0 million senior notes due September 2026.

Equity Offerings under the borrowing capacity from $520.0ATM Offering Program
During 2023, we sold 3.5 million to $600.0 million and extended the maturity date from October 2019 to October 2021, withshares under our at-the-market stock offering ("ATM Offering") program at a one-year extension option. We also reduced the interest rate spread over LIBOR from 0.90% to 0.875%, increased the incremental borrowing availability through an accordion feature on the syndicated line from $1.0 billion to $1.2 billion. Loan origination costs associated with the amendments totaled approximately $2.3weighted average price of $25.75 per share, generating gross proceeds of $87.3 million. The amended facility retains the $20.0 million liquidity line and includes a $580.0 million syndicated line. As of December 31, 2017,2023, we had $305.9have a remaining authorization of $220.1 million available under the ATM Offering Program.

Our ATM Offering Program also provides that we may sell Common Shares through forward sale contracts. Actual sales under the ATM Offering Program will depend on a variety of factors including market conditions, the trading price of our unsecured linesCommon Stock, our capital needs, and our determination of credit after considering outstanding lettersthe appropriate sources of credit of $6.0 million.funding to meet such needs.


Southaven LoanDerivatives

In February 2018, the consolidated joint venture that owns the Tanger outlet center in Southaven, Mississippi amended and restated the $60.0 million mortgage loan secured by the property. The amended and restated loan reduced the principal balance to $51.4 million, increased the interest rate from LIBOR + 1.75% to LIBOR + 1.80% and extended the maturity to April 2021, with a two-year extension option.

2017 Transactions

Interest Rate Swaps

In December 2017,Throughout 2023, we entered into three separate$325 million of forward starting Daily SOFR interest rate swap agreements,swaps at average fixed pay rate of 3.90%. The swaps were effective August 14, 2018 that fix the base LIBOR rateFebruary 1, 2024 and end at an average of 2.20% on notional amounts totaling 150.0 million throughvarious dates from February 1, 2026 to January 1, 2021.2027. These swaps replace $300.0 million of existing swaps that expired on February 1, 2024 as part of our interest rate risk management strategy.


$300.0

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Redemption of the 2023 and 2024 Senior Notes and public offering of aggregate $400.0 Million Unsecured Senior Notes due 2027

2031
In July 2017,April 2021, we completed an underwritten public offeringa partial redemption of $300.0$150.0 million aggregate principal amount of our $250.0 million 3.875% senior notes due 2027 (the "2027 Notes").December 2023, for $163.0 million in cash, which includes a make-whole premium of $13.0 million and the write-off of approximately $1.0 million of debt discount and debt origination costs. The 2027 Notesmake-whole premium and the write-off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations. Subsequent to this redemption, $100.0 million aggregate principal amount of the notes remained outstanding, until the redemption in August 2021, described below.

In August 2021, we completed a public offering of $400.0 million in senior notes due 2031. The notes were priced at 99.579%98.552% of the principal amount to yield 3.926%2.917% to maturity. The 2027 Notesnotes pay interest semi-annually at a rate of 3.875%2.750% per annum and mature on July 15, 2027.September 1, 2031. The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $295.9$390.7 million. In August 2017, weWe used the net proceeds from the sale of the 2027 Notes, together withnotes to redeem all remaining 3.875% senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all 3.750% senior notes due 2024, totaling $250.0 million in aggregate principal outstanding. The redemptions occurred in September 2021 and included a make-whole premium of $31.9 million and the write-off of approximately $1.9 million of debt discount and debt origination costs. The make-whole premium and the write-off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations. The remaining net proceeds were used for general corporate purposes.

Unsecured term loan
In March 2021 and June 2021, we paid down a total of $50.0 million of borrowings under our $350.0 million unsecured term loan with cash on hand, reducing the balance outstanding to $300.0 million. In October 2022, we amended and restated our unsecured term loan. The outstanding balance was increased from $300.0 million to $325.0 million, and the maturity date was extended to January 2027 plus a one-year extension option. The interest rate changed from LIBOR + 1.25% to Adjusted SOFR + 0.95% based on our current credit rating. The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds. The outstanding balance as of December 31, 2023 was $325.0 million.

Unsecured Lines of Credit Amendments and Extension
In October 2022 we amended the debt agreements for our unsecured lines of credit to redeem all of our 6.125% senior notes due 2020 (the "2020 Notes") (approximately $300.0 million in aggregate principal amount outstanding). The 2020 Notes were redeemed at par plus a “make-whole” premium of approximately $34.1 million. In addition, we wrote off approximately $1.5 million of unamortized debt discount and debt origination costs relatedchange the interest rate index from LIBOR to the 2020 Notes.Adjusted SOFR. All other terms remained unchanged.


Foxwoods RepaymentOther Financing Activity


In October 2017, we successfully settled litigation with2022, the estate of our former partner in the Foxwoods, Connecticut joint venture.  In return for mutual releases and no cash consideration, the estate tendered its partnership interest to the Company. Prior to this settlement, we had a 100% economic interest in theSouthaven, Mississippi consolidated joint venture asamended and restated its secured mortgage, increasing the outstanding balance to $51.7 million from $40.1 million, extending the maturity date to October 2026 plus a resultone-year extension option, from April 2023, with an interest rate of our preferred equity interest and the capital and distribution provisions in the joint venture agreement.  In November 2017, we repaid the $70.3 million floating rate mortgage loan secured by the property with borrowings under its unsecured floating rate lines of credit.Adjusted SOFR plus 200 basis points.


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Capital Expenditures
The following table details our capital expenditures for the years ended December 31, 2017 and 2016, respectively (in thousands):
  2017 2016 Change
Capital expenditures analysis:      
New outlet center developments and expansions $110,783
 $112,831
 $(2,048)
Major outlet center renovations 20,227
 17,079
 3,148
Second generation tenant allowances 21,926
 11,307
 10,619
Other capital expenditures 22,448
 21,528
 920
  175,384
 162,745
 12,639
Conversion from accrual to cash basis (9,153) 2,315
 (11,468)
Additions to rental property-cash basis $166,231
 $165,060
 $1,171
New center development and expansion expenditures in the 2017 period, which include first generation tenant allowances, relate to construction expenditures for our new Fort Worth and Daytona Beach outlet centers and the expansion of our Lancaster outlet center. The 2016 period included new center development and expansion expenditures for our Daytona Beach, Fort Worth, Lancaster, and Southaven outlet centers.
Major center renovations in the 2017 period included construction activities at our Riverhead, Rehoboth Beach, and Myrtle Beach Hwy 17 outlet centers. The 2016 period renovation expenditures included our Riverhead, Rehoboth Beach and Howell outlet centers.
Second generation tenant allowances increased due to the re-merchandising efforts to bring high volume tenants to 5 outlet centers during 2017.
Contractual Obligations and Commercial Commitments

The following table details our contractual obligations over the next five years and thereafter as of December 31, 2017 (in thousands):
Contractual Obligations 2018 2019 2020 2021 2022 Thereafter Total
Debt (1)
 $63,184
 $211,469
 $3,566
 $330,793
 $4,436
 $1,167,114
 $1,780,562
Interest payments (2)
 57,899
 56,902
 51,775
 45,753
 42,982
 122,186
 377,497
Operating leases 7,523
 7,385
 7,187
 7,119
 7,190
 307,521
 343,925
  $128,606

$275,756

$62,528

$383,665

$54,608

$1,596,821

$2,501,984
(1)These amounts represent total future cash payments related to debt obligations outstanding as of December 31, 2017.
(2)These amounts represent future interest payments related to our debt obligations based on the fixed and variable interest rates specified in the associatedOperating Partnership’s debt agreements including the effects of our interest rate swaps. All of our variable rate debt agreements are based on the one month LIBOR rate, thus for purposes of calculating future interest amounts on variable interest rate debt, the one month LIBOR rate as of December 31, 2017 was used.


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In addition to the contractual payment obligations shown in the table above, we have commitments of $2.2 million remaining as of December 31, 2017 related to contracts to complete construction, development activity at outlet centers, and other capital expenditures throughout our consolidated portfolio. These amounts would be primarily funded by amounts available under our unsecured lines of credit but could also be funded by other sources of capital, such as collateralized construction loans or public debt and equity offerings. In addition, we have commitments to pay approximately $7.2 million in tenant allowances for leases that are executed but where the tenant improvements have not been constructed. Payments are only made upon the tenant opening its store, completing its interior construction and submitting the necessary documentation required per its lease. Contractual commitments to complete construction and development activity related to our unconsolidated joint ventures amounted to approximately $136,000 at December 31, 2017, of which our portion was approximately $68,000. In addition, commitments related to tenant allowances at our unconsolidated joint ventures totaled approximately $1.0 million at December 31, 2017, of which our portion was approximately $500,000. Contractual commitments represent only those costs subject to contracts which are legal binding agreements as of December 31, 2017 and do not necessary represent the total cost to complete the projects.

Our debt agreements contain covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations,FFO, as defined in the debt agreements, for the prior fiscal year on an annual basis or 95% on a cumulative basis.












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Debt Covenants

We have historically been, and currentlyat December 31, 2023 are, in compliance with all of our debt covenants. Our continued compliance with these covenants depends on many factors and could be impacted by current or future economic conditions. Failure to comply with these covenants would result in a default which, if we were unable to cure or obtain a waiver from the lenders, could accelerate the repayment obligations. Further, in the event of default, we may be restricted from paying dividends to our shareholders in excess of dividends required to maintain our REIT qualification. Accordingly, an event of default could have a material and adverse impact on us. As a result, we have considered our short-term (one year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. We expectbelieve that we have access to remainthe necessary financing to fund our short-term liquidity needs.

As of December 31, 2023, we were in compliance with all financial and non-financial covenants related to our existing debt covenants; however, should circumstances arise that would cause us to be in default, the various lenders would have the ability to accelerate the maturity on our outstanding debt.obligations, as detailed below:

We believe our most restrictive financial covenants are contained in our senior, unsecured notes. Key financial covenants and their covenant levels, which are calculated based on contractual terms, include the following:

Senior unsecured notes financial covenantsRequiredRequiredActual
Total consolidated debtConsolidated Debt to adjusted total assetsAdjusted Total Assets<60%< 60%38 51%
Total secured debtSecured Debt to adjusted total assetsAdjusted Total Assets<40%< 40%3%
Total unencumbered assetsUnencumbered Assets to unsecured debtUnsecured Debt>150%251 %
Consolidated Income Available for Debt Service to Annual Debt Service Charge> 150%1.5 x5.7 187%x


We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code, or the Code. A REIT that distributes at least 90%
Lines of credit and term loanRequiredActual
Total Liabilities to Total Adjusted Asset Value<60%38 %
Secured Indebtedness to Total Adjusted Asset Value< 35%%
EBITDA to Fixed Charges> 1.5 x4.5 
Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value<60%33 %
Unencumbered Interest Coverage Ratio> 1.5 x5.9 

Debt of its taxable income to its shareholders each year and that meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. Based on our 2017 estimated taxable income to shareholders, we were required to distribute approximately $76.3 million to our shareholders in order to maintain our REIT status as described above. We distributed approximately $130.2 million. If in any taxable year the Company were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, we would not be allowed a deduction for distributions to shareholders in computing taxable income and would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on our taxable income at the regular corporate rate.unconsolidated joint ventures


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Off-Balance Sheet Arrangements


The following table details certain information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of December 31, 2017 about various unconsolidated real estate joint ventures2023 (dollars in which we have an ownership interest:millions):

Joint VentureTotal Joint
Venture Debt
Maturity DateInterest RatePercent Guaranteed by the Operating PartnershipMaximum Guaranteed Amount by the Company
Charlotte$99.4 July 20284.27 %— %$— 
Columbus71.0 October 20326.25 %— %— 
Galveston/Houston58.0 June 2026Daily SOFR + 3.00%17.2 %10.0 
National Harbor93.6 January 20304.63 %— %— 
Debt origination costs(2.0)
$320.0 $10.0 

Joint Venture Outlet Center Location Ownership % 
Square Feet
(in 000's)
 Carrying Value of Investment (in millions)
Columbus Columbus, OH 50.0% 355
 $1.1
National Harbor National Harbor, MD 50.0% 341
 2.5
RioCan Canada Various 50.0% 923
 115.8
Investments included in investments in unconsolidated joint ventures     $119.4
         
Charlotte(1)
 Charlotte, NC 50.0% 398
 $(4.1)
Galveston/Houston (1)
 Texas City, TX 50.0% 353
 (13.0)
Investments included in other liabilities     $(17.1)
(1)The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and increases or decreases from the equity in earnings of the joint venture.

Houston/Galveston, Texas
Our joint ventures are generally subject to buy-sell provisions which are customary forIn June 2023, the Galveston/Houston joint venture agreements incompleted the real estate industry. Either partner may initiate these provisions (subject to any applicable lock up period), which could result in eitherrefinance of its mortgage. The new $58.0 million loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00%. In conjunction with this refinancing, the sale of ourjoint venture entered into a $29.0 million interest or the use of available cash or additional borrowings to acquire the other party's interest. Under these provisions, one partner sets a price for the property, then the other partner has the option to either (1) purchase their partner's interest based onrate swap that price or (2) sell its interest to the other partner based on that price. Since the partner other than the partner who triggers the provision has the option to be the buyer or seller, we do not consider this arrangement to be a mandatory redeemable obligation.fixes Daily SOFR at 4.44% until December 2025.

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We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. For construction and term loans, we may include a guaranty of completion as well as a principal guaranty ranging from 5% to 100% of principal.  The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees.



Charlotte

Columbus, Ohio
In July 2014, we opened an approximately 398,000 square foot outlet center in Charlotte, North Carolina that was developed through, and is owned by, aSeptember 2022, the joint venture formed in May 2013. The joint venture has an outstanding interest-onlythat owns the Columbus, Ohio center completed the refinance of its existing $71.0 million mortgage, loan for $90.0 million atwhich had an interest rate of LIBOR + 1.45%. The loan initially matures in November 2018, with the option to extend the maturity for one additional year. Our partner is providing property management, marketing1.85% and leasing services to the joint venture.

Columbus

In June 2016, we opened an approximately 355,000 square foot outlet center in Columbus, Ohio. The development was initially fully funded with equity contributed to the joint venture by Tanger and its partner. In November 2016, the joint venture closed on an interest-only mortgage loan of $85.0 million at an interest rate of LIBOR + 1.65%. The loan initially matures in November 2019, with two one-year extension options. The joint venture received net loan proceeds of $84.2 million and distributed them equally to the partners. We are providing property management, marketing and leasing services to the joint venture.


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Galveston/Houston

In October 2012, we opened an approximately 353,000 square foot outlet center in Texas City, Texas that was developed through, and is owned by, a joint venture formed in June 2011. In July 2017, the joint venture amended and restated the initial construction loan to increase the amount available to borrow from $70.0 million to $80.0 million and extended the maturity date until July 2020 with two one-year options. The amended and restated loan also changed the interest rate from LIBOR + 1.50% to LIBOR + 1.65%. At the closing of the amendment, the joint venture distributed approximately $14.5 million equally between the partners. We are providing property management, marketing and leasing services to the outlet center.

National Harbor

In November 2013, we opened an approximately 341,000 square foot outlet center at National Harbor in the Washington, D.C. Metro area that was developed through, and is owned by, a joint venture formed in May 2011. The joint venture has an outstanding interest-only construction loan of $87.0 million with a maturity date of November 2019.2022. The refinanced mortgage remained $71.0 million, but became a non-recourse loan carries anwith a maturity date in October 2032 and a fixed interest rate of LIBOR + 1.65%6.25%. We

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting estimates are providing property management, marketingthose related to impairment of long-lived assets, impairment of investments, revenue recognition and leasing servicescollectability of operating lease receivables. Management considers these estimates critical because they are both important to the joint venture.

RioCan Canada

We have a 50/50 co-ownership agreement with RioCan Real Estate Investment Trust to develop and acquire outlet centers in Canada. Under the agreement, any outlet centers developed or acquired will be branded as Tanger Outlet Centers. Prior to July 2017, we provided leasing and marketing services for the outlet centers and RioCan provided development and property management services.Subsequent to July 2017, we have agreed to provide marketing services for the outlet centers and RioCan has agreed to provide development, leasing and property management services.

In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Outlet Center in Canada. In March 2016, the co-owners opened an approximately 28,000 square foot expansion related to an anchor tenant bringing the total square feetportrayal of the outlet centerCompany’s financial condition and operating results, and they require management to approximately 316,000 square feet. In 2016,make judgments and estimates about inherently uncertain matters. The Company’s senior management has reviewed these critical accounting estimates and related disclosures with the co-owners commenced construction on a 39,000 square foot expansion, which opened during the second quarter of 2017.

In November 2014, the co-owners opened an approximately 149,000 square foot expansion to the existing Cookstown Outlet Mall, bringing the total square feetAudit Committee of the outlet center to approximately 308,000 square feet.Board.


Other properties owned by the RioCan Canada co-owners include Les Factoreries Saint-Sauveur and Bromont Outlet Mall. Les Factoreries Saint-Sauveur is approximately 116,000 square feet and the Bromont Outlet Mall is approximately 161,000 square feet.Evaluation of Impairment of long-lived assets


Rental property held and used by our joint ventures areus is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset is compared to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value.

During 2016,The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization and discount rates, and estimated holding periods for the joint venture determined for its Bromont, Quebec outlet center thatapplicable assets. Impairment analyses are based on our current plans, intended holding periods and available market information at the estimatedtime the analyses are prepared. If our estimates of the projected future undiscounted cash flows of that property did not exceed the property's carrying valuechange based on the reduction in the property's net operating income. Therefore, the joint venture recorded a $5.8 million non-cashuncertain market conditions or holding periods, our evaluation of impairment charge in its statement of operations, which equaled the excess of the property's carrying value over its fair value. The fair value was determined using the income approach whereby the joint venture considered the prevailing market income capitalization rateslosses may be different and stabilized net operating income projections. Our share of this impairment charge, $2.9 million, was recorded in equity in earnings of unconsolidated joint ventures insuch differences could be material to our consolidated statement of operations.


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During 2017,financial statements. We have not materially changed the joint venture determined for its Bromont and Saint Sauveur, Quebec outlet centers that the estimated future undiscounted cash flows of those properties did not exceed the property's carrying value based on the joint venture's expectations of the future performance of the centers. Therefore, the joint venture recorded an $18.0 million non-cash impairment charge in its statement of operations, which equaled the excess of the properties carrying value over its fair value. The fair value was determined using a market approach considering the prevailing market income capitalization rates for similar assets. Our share of this impairment charge, $9.0 million, was recorded in equity in earnings of unconsolidated joint ventures in our consolidated statement of operations.

The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of December 31, 2017 (dollars in millions):

Joint Venture Total Joint
Venture Debt
 Maturity Date Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company
Charlotte $90.0
 November 2018 LIBOR + 1.45% 5.0% $4.5
Columbus 85.0
 November 2019 LIBOR + 1.65% 7.5% 6.4
Galveston/Houston 80.0
 July 2020 LIBOR + 1.65% 12.5% 10.0
National Harbor(1)
 87.0
 November 2019 LIBOR + 1.65% 10.0% 8.7
RioCan Canada 10.7
 May 2020 5.75% 29.9% 3.2
Debt premium and debt origination costs (1.4)        
  $351.3
       $32.8
(1)100% completion guaranty; 10% principal guaranty.

Fees we received for various services provided to our unconsolidated joint ventures during 2017, 2016 and 2015, which we believe approximate current market rates, were recognized as follows (in thousands):
  Year Ended December 31,
  2017 2016 2015
Fees:      
Management and marketing $2,310
 $2,744
 $2,853
Development and leasing 124
 651
 1,827
Loan guarantee 18
 452
 746
Total Fees $2,452
 $3,847
 $5,426

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Critical Accounting Estimates

We believe the following critical accounting policies affect our more significant judgments and estimatesassumptions used in the preparationanalysis during the year ended December 31, 2023, and no impairments were identified.

One of our consolidated financial statements.centers has an estimated fair value less than its recorded carrying value of approximately $111.1 million. However, based on our current plan with respect to that center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded. Accordingly, we will continue to monitor circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, utilized to determine whether an impairment charge is necessary. As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future. If in the future we reduce our estimate of cash flow projections, we may need to impair some of these assets. We have not materially changed the assumptions used in the analysis during the year ended December 31, 2023, and we have not taken any impairments of our assets during the year ended December 31, 2023.


PrinciplesEvaluation of ConsolidationImpairment of investments


The consolidated financial statementsOur estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, changes in market rental rates and operating costs of the Company include its accountsproperty. These above factors are considered in the estimation process and its consolidated subsidiaries, as well as the Operating Partnershipare subject to significant management judgment, difficult to predict and its consolidated subsidiaries. The consolidated financial statements of the Operating Partnership include its accounts and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnershipcontingent on future events that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb lossesmay alter our assumptions and the right to receive the residual returns of the Operating Partnership that couldvalues estimated by us in our impairment analysis may not be potentially significant.realized.


We consolidate properties that are wholly-owned or properties where we own less than 100% but we control. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities ("VIE"). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers various factors including the form of our ownership interest, our representation in an entity's governance, the size of our investment, our ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process to replace us as manager and or liquidate the venture, if applicable. If we do not evaluate these joint ventures correctly under the amended guidance, we could significantly overstate or understate our financial condition and results of operations.
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Investments in real estate joint ventures that we do not control but may exercise significant influence on are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the venture's net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting.

AcquisitionAcquisitions of Real Estate


In accordance with the guidance for business combinations, we determine whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, we account for the transaction as an asset acquisition and therefore capitalize transaction costs. We evaluate each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business.

We allocate the purchase price of asset acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, and the value of in-place leases and tenant relationships, if any. We depreciate the amount allocated to building, deferred lease costs and other intangible assets over their estimated useful lives, which generally range from 3up to 33 years. The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. The values of below market leases that are considered to have renewal periods with below market rents are amortized over the remaining term of the associated lease plus the renewal periods when the renewal is deemed probable to occur. The value associated with in-place leases is amortized over the remaining lease term and tenant relationships isare amortized over the expected term, which includes an estimated probability of the lease renewal. If a tenant terminates its lease prior to the contractual termination date of the lease and no rental payments are being made on the lease, any unamortized balance of the related deferred lease costsintangibles is written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. These cash flow projections may be derived from various observable and unobservable inputs and assumptions. Also, we may utilize third-party valuation specialists. As a part of acquisition accounting, the amount by which the fair value of our previously held equity method investment exceeds the carrying book value is recorded as a gain on previously held interest in acquired joint venture.


IfDuring the fourth quarter of 2023, we do not allocate appropriately toacquired two centers for a total purchase price of $265.1 million, including capitalized transaction costs, that were accounted for as asset acquisitions. Using the separate componentsabove guidance, we allocated the purchase price of rental property,asset acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, or if we do not estimate correctlysuch as the total value of the propertyleases with above or the useful lives of the assets, our computation of depreciation and amortization expense may be significantly understated or overstated.


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Cost Capitalization

We capitalize costs incurred for the construction and development of properties, including interest, real estate taxes and salaries and related costs associated with employees directly involved. Capitalization of costs commences at the time the development of the property becomes probable and ceases when the property is substantially completed and ready for its intended use. We consider a construction project as substantially completed and ready for its intended use upon the completion of tenant improvements. We cease capitalization on the portion that is substantially completed and occupied or held available for occupancy, and capitalize only thosebelow market rents, origination costs associated with the portion under construction. The amount of salaries and related costs capitalized for the construction and development of properties is based on our estimate of the amount of costs directly related to the construction or development of these assets. Interest costs are capitalized during periods of active construction for qualified expenditures based upon interest rates in place during the construction period until construction is substantially complete. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures with qualifying development activities.

Deferred charges includes deferred lease costs and other intangible assets consisting of fees and costs incurred to originate operatingin-place leases, and are amortized over the expected lease term. Deferred lease costs capitalized includes amounts paid to third-party brokers and salaries and related costs of employees directly involved in originating leases. The amount of salaries and related costs capitalized is based on our estimate of the time and amount of costs directly related to originating leases.

If we incorrectly estimate the amount of costs to capitalize, we could significantly overstate or understate our financial condition and results of operations.

Impairment of Long-Lived Assets and Investments in Unconsolidated Entities

Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value. If we do not recognize impairments at appropriate times and in appropriate amounts, our consolidated balance sheet may overstate the value of in-place leases and tenant relationships, if any. Approximately $7.0 million and $6.4 million, respectively, were allocated to above and below market rents.

Revenue recognition and collectibility of operating lease receivables

We, as a lessor, retain substantially all of the risks and benefits of ownership of our long-lived assets. Fair value is determined using an income approach whereby we consider the prevailing market income capitalization ratescenters and stabilized net operating income projections. We recognized no impairment lossesaccount for our consolidated properties during the years ended December 31, 2017, 2016, and 2015, respectively. See Note 6 to the consolidated financial statements, for discussion of the impairment of our unconsolidated joint venture at our Bromont and Saint Sauveur, Quebec outlet centers during 2017 and our Bromont, Quebec outlet center in 2016.

On a periodic basis, we assess whether there are any indicators that the value of our investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investments, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measuredleases as the excess of the carrying amount of the investment over the value of the investment. Our estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, changes in market rental rates and operating costs of the property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the values estimated by us in our impairment analysis may not be realized.












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Revenue Recognition

Base rentals are recognizedleases. We accrue fixed lease income on a straight-line basis over the termterms of the lease. Asleases, when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Our assessment of collectability requires the exercise of considerable judgment and incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital resources. When a provisiontenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances including, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumption by the tenant in bankruptcy proceeding of leases at our properties on substantially similar terms. In the event that we determine accrued receivables are not probable of collection, lease if we makeincome will be recorded on a cash payment tobasis, with the corresponding tenant for purposes other than funding the construction of landlord assets, we defer the amount of such paymentsreceivable and straight-line rent receivable charged as a direct write-off against lease incentive. We amortize lease incentives as a reduction of base rental revenue over the term of the lease. Substantially all leases contain provisions which provide additional rents based on each 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 recognizedincome in the period of the applicable expenses are incurred. Payments received from the early termination of leases are recognized as revenue from the time payment is receivable until the tenant vacates the space.change in our collectability determination.


NewRecent Accounting Pronouncements


See Note 2 to the consolidated financial statementsConsolidated Financial Statements for information on recently adopted accounting standards and new accounting pronouncements issued.



NON-GAAP SUPPLEMENTAL MEASURES


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Non-GAAP Supplemental Measures

Funds From Operations


Funds From Operations ("FFO")FFO is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"(“Nareit”), of which we are a member. In December 2018, Nareit issued “Nareit Funds From Operations White Paper - 2018 Restatement” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. Nareit defines FFO representsas net income (loss) (computedavailable to the Company’s common shareholders computed in accordance with GAAP) before extraordinary items and gains (losses) on sale or disposal of depreciable operating properties, plusGAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment losses onwrite-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate of consolidated real estateheld by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures including depreciation and amortization, and impairment lossescalculated to reflect FFO on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures.same basis.


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


We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Adjusted Funds From Operations ("AFFO"),Core FFO, which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. NAREITWe believe that FFO payout ratio, which represents regular distributions to common shareholders and unitholders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. Nareit has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.


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


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


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


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


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FFO, which includes discontinued operations, may not be indicative of our ongoing operations; and

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


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


Adjusted


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Core Funds From Operations


We present AFFO,Core FFO (formerly referred to as Adjusted Funds from Operations "AFFO") as a supplemental measure of our performance. We define AFFOCore FFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below.below, if applicable. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating AFFOCore FFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of AFFOCore FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.


We present AFFOCore FFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use AFFOCore FFO when certain material, unplanned transactions occur as a factor in evaluating management'smanagement’s performance and to evaluate the effectiveness of our business strategies, and may use AFFOCore FFO when determining incentive compensation.


AFFOCore FFO has limitations as an analytical tool. Some of these limitations are:


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


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


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


AFFOCore FFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and


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


Because of these limitations, AFFOCore FFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using AFFOCore FFO only as a supplemental measure.






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Below is a reconciliation of net income to FFO available to common shareholders and AFFOCore FFO available to common shareholders (in thousands, except per share amounts):
 20232022
Net income$103,882 $85,831 
Adjusted for:
Depreciation and amortization of real estate assets - consolidated106,450 109,513 
Depreciation and amortization of real estate assets - unconsolidated joint ventures10,514 11,018 
Gain on sale of assets— (3,156)
FFO220,846 203,206 
FFO attributable to noncontrolling interests in other consolidated partnerships(248)— 
Allocation of earnings to participating securities(2,151)(1,683)
FFO available to common shareholders (1)
$218,447 $201,523 
As further adjusted for:
Compensation-related adjustments (2)
(806)2,447 
Gain on sale of non-real estate asset (3)
— (2,418)
Loss on early extinguishment of debt (4)
— 222 
Impact of above adjustments to the allocation of earnings to participating securities(2)
Core FFO available to common shareholders (1)
$217,647 $201,772 
FFO available to common shareholders per share - diluted (1)
$1.96 $1.83 
Core FFO available to common shareholders per share - diluted (1)
$1.96 $1.83 
Weighted Average Shares:
Basic weighted average common shares104,682 103,687 
Effect of notional units1,052 1,240 
Effect of outstanding options and restricted common shares798 709 
Diluted weighted average common shares (for earnings per share computations)106,532 105,636 
Exchangeable operating partnership units4,734 4,759 
Diluted weighted average common shares (for FFO and Core FFO per share computations) (1)
111,266 110,395 
(1)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for Common Shares. Each Class A common limited partnership unit is exchangeable for one Common Share, subject to certain limitations to preserve the Company's REIT status.
(2)For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(3)Represents gain on sale of the corporate aircraft.
(4)In October 2022, we refinanced our term loan to add $25.0 million of borrowing capacity and extend the maturity to January 2027 plus a one-year extension option. The interest rate changed from LIBOR + a spread of 0.75% to 1.65% to Adjusted SOFR + a spread of 0.70% to 1.60% based on our current credit rating. The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.

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  2017 2016 2015
Net income $71,876
 $204,329
 $222,168
Adjusted for:      
Depreciation and amortization of real estate assets - consolidated 125,621
 113,645
 102,515
Depreciation and amortization of real estate assets - unconsolidated joint ventures 13,857
 18,910
 20,053
Impairment charges - unconsolidated joint ventures 9,021
 2,919
 
Gain on sale of assets and interests in unconsolidated entities (6,943) (4,887) (120,447)
Gain on previously held interests in acquired joint ventures 
 (95,516) 
FFO 213,432
 239,400
 224,289
FFO attributable to noncontrolling interests in other consolidated partnerships (265) (348) 268
Allocation of earnings to participating securities (1,943) (2,192) (2,408)
FFO available to common shareholders  (1)
 $211,224
 $236,860
 $222,149
As further adjusted for:      
Compensation related to director and executive officer terminations  (2)
 
 1,180
 (731)
Acquisition costs 
 487
 
Demolition costs 
 441
 
Gain on sale of outparcel 
 (1,418) 
Abandoned pre-development costs 528
 
 
Recoveries from litigation settlement (1,844) 
 
Make-whole premium due to early extinguishment of debt (3)

 34,143
 
 
Write-off of debt discount and debt origination costs due to early extinguishment of debt (3)
 1,483
 882
 
Impact of above adjustments to the allocation of earnings to participating securities (238) (15) 8
AFFO available to common shareholders (1)
 $245,296
 $238,417
 $221,426
FFO available to common shareholders per share - diluted (1)
 $2.12
 $2.36
 $2.23
AFFO available to common shareholders per share - diluted (1)
 $2.46
 $2.37
 $2.22
Weighted Average Shares:      
Basic weighted average common shares 94,506
 95,102
 94,698
Effect of notional units 
 175
 
Effect of outstanding options and restricted common shares 16
 68
 61
Diluted weighted average common shares (for earnings per share computations) 94,522
 95,345
 94,759
Exchangeable operating partnership units 5,027
 5,053
 5,079
Diluted weighted average common shares (for FFO and AFFO per share computations) (1)
 99,549
 100,398
 99,838

(1)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.
(2)For the year ended December 31, 2016, represents cash severance and accelerated vesting of restricted shares associated with the departure of an officer in August 2016 and the accelerated vesting of restricted shares due to the death of a director in February 2016. For the year ended December 31, 2015, represents the reversal of certain share-based compensation awards previously recognized on awards not expected to vest due to the announcement that the Company’s then Chief Financial Officer would retire in May 2016.
(3)For the year end December 31, 2017, charges related to the redemption of our $300.0 million 6.125% senior notes due 2020. For the year ended December 31, 2016, charges relate to the January 28, 2016 early repayment of the $150.0 million mortgage secured by the Deer Park property, which was scheduled to mature August 30, 2018.






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Portfolio Net Operating Income and Same Center NOI


We present portfolio net operating income ("(“Portfolio NOI"NOI”) and same center net operating income (“Same Center NOINOI”) as supplemental measures of our operating performance. Portfolio NOI represents our property level net operating income, which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization, impairment charges, loss on early extinguishment of debt, and gains or losses on the sale of outparcelsassets recognized during the periods presented. We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods, and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods.


We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income (loss), FFO or AFFO.Core FFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.


Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be viewed in isolation to or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.





























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Below is a reconciliation of net income to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands):
20232022
Net income$103,882 $85,831 
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures(8,240)(8,594)
Interest expense47,928 46,967 
Gain on sale of assets— (3,156)
Loss on early extinguishment of debt (1)
— 222 
Other (income) expense(9,729)(6,029)
Depreciation and amortization108,889 111,904 
Other non-property expenses(1,119)312 
Corporate general and administrative expenses76,299 71,657 
Non-cash adjustments (2)
2,895 3,132 
Lease termination fees(542)(2,870)
Portfolio NOI - Consolidated320,263 299,376 
Non-same center NOI - Consolidated(3,014)(1,296)
Same Center NOI - Consolidated (3)
$317,249 $298,080 
  2017 2016
Net income $71,876
 $204,329
Adjusted to exclude:    
Equity in earnings of unconsolidated joint ventures (1,937) (10,872)
Interest expense 64,825
 60,669
Gain on sale of assets (6,943) (6,305)
Gain on previously held interests in acquired joint ventures 
 (95,516)
Loss on early extinguishment of debt 35,626
 
Other non-operating income (2,724) (1,028)
Depreciation and amortization 127,744
 115,357
Other non-property expenses 1,232
 382
Abandoned pre-development costs 528
 
Acquisition costs 
 487
Demolition Costs 
 441
Corporate general and administrative expenses 43,767
 46,138
Non-cash adjustments (1)
 (2,721) (3,613)
Termination rents (3,633) (3,599)
Portfolio NOI 327,640
 306,870
Non-same center NOI (2)
 (42,450) (23,072)
Same Center NOI $285,190
 $283,798
(1)In October 2022, we refinanced our term loan to add $25.0 million of borrowing capacity and extend the maturity to January 2027 plus a one-year extension option. The interest rate changed from LIBOR + a spread of 0.75% to 1.65% to Adjusted SOFR + a spread of 0.70% to 1.60% based on our current credit rating. The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.
(2)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
(3)Centers excluded from Same Center NOI Cash Basis:
CenterDateEvent
(1)Nashville, TNNon-cash items include straight-line rent, net above and below market rent amortization and gains or losses on outparcel sales, as applicable.
October 2023New Development
(2)Asheville, NCExcluded from Same Center NOI:November 2023
Acquired
Huntsville, ALNovember 2023Acquired
Outlet centers opened:Blowing Rock, NCDecember 2022Outlet centers sold:Outlet centers acquired:Outlet center expansions:
Daytona BeachNovember 2016Fort MyersJanuary 2016Glendale (Westgate)June 2016LancasterSeptember 2017
Fort WorthOctober 2017WestbrookMay 2017SavannahAugust 2016Sold


Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:
We define Adjusted EBITDA as net income computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related adjustments, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.
We determine EBITDAre based on the definition set forth by Nareit, which is defined as net income computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.
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Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related adjustments, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.
We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:
They do not reflect our net interest expense;

They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;

Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and

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

Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.

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Below is a reconciliation of Net Income to Adjusted EBITDA (in thousands):
20232022
Net income$103,882 $85,831 
Adjusted to exclude:
Interest expense, net38,149 43,372 
Income tax expense (benefit)(408)138 
Depreciation and amortization108,889 111,904 
Gain on sale of assets— (3,156)
Compensation-related adjustments (1)
(806)2,447 
Gain on sale of non-real estate asset (2)
— (2,418)
Loss on early extinguishment of debt (3)
— 222 
Adjusted EBITDA$249,706 $238,340 

Below is a reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (in thousands):
20232022
Net income$103,882 $85,831 
Adjusted to exclude:
Interest expense, net38,149 43,372 
Income tax expense (benefit)(408)138 
Depreciation and amortization108,889 111,904 
Gain on sale of assets— (3,156)
Pro-rata share of interest expense, net - unconsolidated joint ventures8,779 6,972 
Pro-rata share of depreciation and amortization - unconsolidated joint ventures10,514 11,018 
EBITDAre$269,805 $256,079 
Compensation-related adjustments (1)
(806)2,447 
Gain on sale of non-real estate asset (2)
— (2,418)
Loss on early extinguishment of debt (3)
— 222 
Adjusted EBITDAre$268,999 $256,330 
(1)For the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure. For the 2022 period, represents executive severance costs.
(2)Represents gain on sale of the corporate aircraft.
(3)In October 2022, we refinanced our term loan to add $25.0 million of borrowing capacity and extend the maturity to January 2027 plus a one-year extension option. The interest rate changed from LIBOR + a spread of 0.75% to 1.65% to Adjusted SOFR + a spread of 0.70% to 1.60% based on our current credit rating. The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.


Economic Conditions and Outlook


We are closely monitoring the impact of supply chain and labor issues, inflationary and deflationary pressures, changes in interest rates and the overall macroeconomic environment on all aspects of our business and geographies, including how it will impact our tenants and business partners.

The majority of our leases contain provisions designed to mitigate the impact of inflation. Such provisions include clauses for the escalation of base rent and clauses enabling us to receive percentage rentals based on tenants'tenants’ gross sales (above predetermined levels, which we believe often are lower than traditional retail industry standards)levels), which generally increase as prices rise. A component of most leases includes a pro-rata share or escalating fixed contributions by the tenant for 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.


A portion of our rental revenues are derived from percentage rents that directly depend on the sales volume of certain tenants. Accordingly, declines in these tenants'tenants’ sales would reduce the income produced by our properties. If the sales or profitability of our retail tenants decline sufficiently, whether due to a change in consumer preferences, health concerns, legislative changes that increase the cost of their operations or otherwise, such tenants may be unable to pay their existing rents as such rents would represent a higher percentage of their sales.



62
68






The current challenging retail environment could impact our business in the short-term as our operations are subject to the results of operationsIn addition, certain of our retail tenants. While we believe outlet stores will continuelease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to bepay reduced rent and/or terminate a profitable and fundamental distribution channel for many brand name manufacturers, some retail formats are more successful than others. As is typical in the retail industry, certain tenants have closed, or will close, certain stores by terminating their lease prior to its natural expiration if we fail to maintain certain occupancy levels or as a result of filing for protection under bankruptcy laws,retain specified named tenants, or if the tenant does not achieve certain specified sales targets. If our occupancy declines, certain centers may request modificationsfall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to their existing lease terms. During 2017, 13 tenantspay reduced rents, which in our consolidated portfolio filed for bankruptcy protection, as compared to two tenants in 2016.  A number of retailers also engaged in brand wide restructurings during 2017 that resulted in store closings.  In selected circumstances in 2017, we strategically agreed to short term lease modifications to manage occupancy.  Partially as a result of these 2017 events, we currently expect our Same Center Net Operating Income for 2018 to be in the range of flat to down 1% compared to 2017.  Although we believe the number of bankruptcy filings, store closings and lease modifications in 2018 will be less than the levels experienced in 2017, we can give no assurance that the number of filings and store closings will actually be less.  If the level of bankruptcy filings, store closings and lease modifications during 2018 are at similar or greater amounts as those experienced in 2017,turn may negatively impact our results of operations and Same Center Net Operating Income could be further negatively impacted.

Due tooperations. Our occupancy at our consolidated centers was 97% at the relatively short-term nature of our tenants' leases, a significant portionend of the leases in our portfolio come up for renewal each year. At January 1, 2017, we had approximately 1.5 million square feet, or 12% of our consolidated portfolio at that time coming up for renewal during 2017, excluding the Westbrook outlet center, which was sold in the second quarter of 2017,years ended December 31, 2023 and 1.7 million square feet, or 13%, of our current consolidated portfolio will come up for renewal in 2018. During 2017, we renewed 84%of the square feet that came up for renewal. In addition, we completed renewals and re-tenanted space totaling 1.7 million square feet at a blended 9% increase in average base rental rates compared to the expiring rates. While we continue to attract and retain additional tenants, there can be no assurance that we can achieve similar base rental rates. In addition, if we were unable to successfully renew or re-lease a significant amount of this space on favorable economic terms, the loss in rent could have a material adverse effect on our results of operations.2022, respectively.


Our outlet centers typically include well-known, national, brand namebranded companies. By maintaining a broad base of well-known tenants and a geographically diverse portfolio of properties located across the United States, and Canada,we believe we reduce our operating and leasing risks. NoDuring the year ended December 31, 2023, no one tenant (including affiliates) accountsaccounted for more than 8% of our square feet or 7%6% of our combined base and percentage rental revenues. Accordingly, although

Due to the relatively short-term nature of our tenants’ leases, a significant portion of the leases in our portfolio come up for renewal each year. During 2024, approximately 2.6 million square feet, or 19% to the total portfolio including our share of unconsolidated joint ventures, will come up for renewal. For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of January 31, 2024, we can give no assurance,had lease renewals executed or in process for 23.8% of the space scheduled to expire during 2024 compared to 41.0% of the space scheduled to expire during 2023 that was executed or in process as of January 31, 2022. As of January 31, 2024, we do not expect any material adverse impact on our resultshad lease renewals executed or in process for approximately 93.0% of operations and financial condition as a result of leasesthe space that came up for renewal in 2023.

We believe retail real estate will continue to be reneweda profitable and fundamental distribution channel for many brands and retailers. While we continue to attract and retain additional tenants, if we were unable to successfully renew or stores tore-lease a significant amount of this space on favorable economic terms or in a timely manner, the loss in rent and our Same Center NOI could be released. Asnegatively impacted in future periods. Occupancy at our consolidated centers was 97.3% and 96.9% as of December 31, 20172023 and 2016, occupancy at our consolidated outlet centers was 97% and 98%,2022, respectively.




ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk


We are exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to foreign currency risk on investments in outlet centers that are located in Canada. Our currency exposure is concentrated in the Canadian Dollar. Cash flows received from our Canadian joint ventures are either reinvested to fund ongoing Canadian development activity, if applicable, or converted to US dollars and utilized to repay amounts outstanding under our unsecured lines of credit. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We generally do not hedge currency translation exposures.


Interest Rate Risk
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We may periodically enter into certain interest rate protection and interest rate swap agreements to effectively convert existing floating rate debt to a fixed rate basis. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

In As of December 2017,31, 2023, we had interest rate swap agreements to fix the interest rates on outstanding debt with notional amounts totaling $300.0 million, which expired on February 1, 2024. Over the course of 2023, we entered into three separate$325.0 million of new forward starting interest rate swap agreements that became effective August 14, 2018 that fixon February 1, 2024, replacing the base LIBOR rate at an averageaforementioned swaps as part of 2.20% on notional amounts totaling $150.0 million through January 1, 2021,
in April 2016, we entered into four separateour interest rate swap agreements, effective April 13, 2016 that fix the base LIBOR rate at an average of 1.03% on notional amounts totaling $175.0 million through January 1, 2021 and
in October 2013, we entered into interest rate swap agreements that fix the base LIBOR rate at an average of 1.30% on notional amounts totaling $150.0 million and mature in August 2018.

The fair value of the interest rate swap agreements represents the estimated receipts or payments that would be made to terminate the agreement. As of December 31, 2017, the fair value of these contracts is a net asset balance of $5.3 million. The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments of interest rate swaps are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, credit valuation adjustments are considered in the fair values to account for potential nonperformance risk but were concluded to not be significant inputsmanagement strategy. See Note 10 to the calculationConsolidated Financial Statements for the periods presented.additional details related to our outstanding derivatives.


As of December 31, 2017, 15%2023, 6% of our outstanding consolidated debt, excluding the amount of variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore werewas subject to market fluctuations. An increaseA change in the LIBORSOFR index of 100 basis points would result in an increase or decrease of approximately $2.7 million$897,000 in interest expense on an annual basis.

The interest rate spreads associated with our unsecured lines of credit and our unsecured term loan are based on the higher of our three investment grade credit ratings. As of December 31, 2023, we had $13.0 million of outstanding balances under our unsecured lines of credit. An upgrade or downgrade to our credit rating could decrease or increase, respectively, our interest expense depending on the level of change.


69



The information presented herein is merely an estimate and has limited predictive value. As a result, the ultimate effect upon our operating results of interest rate fluctuations will depend on the interest rate exposures that arise during the period, our hedging strategies at that time and future changes in the level of interest rates.

The estimated fair value and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit werewas as follows (in thousands):

December 31, 2023December 31, 2022
Fair value of debt$1,319,700 $1,268,362 
Recorded value of debt$1,439,203 $1,428,494 
  December 31, 2017
 December 31, 2016
Fair value of debt $1,775,540
 $1,704,644
Recorded value of debt $1,763,651
 $1,687,866


A 100 basis point increase from prevailing interest rates at December 31, 20172023 and December 31, 20162022 would result in a decrease in fair value of total consolidated debt of approximately $77.9$40.1 million and $69.1$44.3 million, respectively. Refer to Note 1211 to the consolidated financial statements for a description of our methodology in calculating the estimated fair value of debt. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on the disposition of the financial instruments.


Foreign Currency Risk
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


We are also exposed to foreign currency risk on investments in centers that are located in Canada. Our currency exposure is concentrated in the Canadian Dollar. To mitigate some of the risk related to changes in foreign currency, cash flows received from our Canadian joint ventures are either reinvested to fund ongoing Canadian development activities, if applicable, or converted to US dollars and utilized to repay amounts outstanding under our unsecured lines of credit, if any. Accordingly, cash held in Canadian Dollars at any point in time is insignificant. We generally do not hedge currency translation exposures.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.    CONTROLS AND PROCEDURES

Tanger Inc.

(a)Evaluation of disclosure control procedures.

The information required by this Item 9 was previously reported in the Company’sPresident and the Operating Partnership’s Current Report on Form 8-K and Form 8-K/A amending such Form 8-K that was filed with the Securities and Exchange Commission on September 11, 2015 and March 2, 2016, respectively.



64




ITEM 9A.CONTROLS AND PROCEDURES

Tanger Factory Outlet Centers, Inc.

(a)Evaluation of disclosure control procedures.

The Chief Executive Officer, Steven B. TangerStephen J. Yalof (Principal Executive Officer), and Executive Vice President, Chief Financial Officer James F. Williamsand Chief Investment Officer, Michael J. Bilerman (Principal Financial Officer), evaluated the effectiveness of the Company's disclosure controls and procedures on December 31, 2017and concluded that, as of that date,December 31, 2023, the Company's disclosure controls and procedures were effective to ensure that the information the Company is required to disclose in its filings with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive officerthe Principal Executive Officer and principal financial officer,Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


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







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

Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Company's ChiefPrincipal Executive Officer and ChiefPrincipal Financial Officer, or persons performing similar functions, and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's management, with the participation of the Company's ChiefPrincipal Executive Officer and ChiefPrincipal Financial Officer, is responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Company's internal control over financial reporting, including those policies and procedures that:

(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.


(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

The Company's management has evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 20172023 based on the criteria established in a report entitled Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, the Company's management has concluded that the Company's internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2017.2023.


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


The effectiveness of the Company's internal control over financial reporting as of December 31, 20172023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.

(c)
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


65(c)There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





Tanger Properties Limited Partnership

(a)Evaluation of disclosure control procedures.


(a)Evaluation of disclosure control procedures.

The President and Chief Executive Officer, Steven B. TangerStephen J. Yalof (Principal Executive Officer), and Executive Vice President, Chief Financial Officer and Treasurer, James F. WilliamsChief Investment Officer, Michael J. Bilerman (Principal Financial Officer) of Tanger GP Trust,Inc., the sole general partner of the Operating Partnership, evaluated the effectiveness of the registrant'sOperating Partnership's disclosure controls and procedures on December 31, 2017as defined in Rule 13a-15(c) and 15d-15(e) and concluded that, as of that date,December 31, 2023, the registrant'sOperating Partnership's disclosure controls and procedures were effective to ensure that the information the registrant is required to disclose in its filings with the Commission under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Exchange Act is accumulated and communicated to the registrant's management, including its principal executive officer and principaleffective.




71



(b)Management's report on internal control over financial officer, as appropriate to allow timely decisions regarding required disclosure.reporting.

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


Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Operating Partnership's Principal Executive Officer and Principal Financial Officer of the Operating Partnership's general partner, or persons performing similar functions, and effected by the Operating Partnership'sgeneral partner's board of trustees,directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Operating Partnership's management,Management, with the participation of the Operating Partnership's Principal Executive Officer and Principal Financial Officer of the general partner, is responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Operating Partnership's internal control over financial reporting, including those policies and procedures that:

(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;

(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and trustees of the Operating Partnership; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership's assets that could have a material effect on the financial statements.


The(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;

(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and the board of directors of Tanger Inc., as the Operating Partnership's managementsole general partner; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership's assets that could have a material effect on the financial statements.

Management has evaluated the effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 20172023 based on the criteria established in a report entitled Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, the Operating Partnership's management has concluded that the Operating Partnership's internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2017.2023.


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


The effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 20172023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.



(c)There were no changes in the Operating Partnership's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



66ITEM 9B.OTHER INFORMATION





(c)
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

All information required to be disclosed in a report on Form 8-K during the fourth quarter of 20172023 was reported.


Disclosure of 10b5-1 plans

During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

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ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III


Certain information required by Part III is omitted from this Report in that the Company will file a definitive proxy statement pursuant to Regulation 14A, or 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, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning the Company's directors required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182024 Annual Meeting of Shareholders.


The information concerning the Company's executive officers required by this Item is incorporated herein by reference to the section at the end of Part I, entitled “Executive“Information About The Executive Officers of Tanger Factory Outlet Centers, Inc.”


The information regarding compliance with Section 16concerning our Company Code of the Exchange ActBusiness Conduct and Ethics required by this Item, which is posted on our website at www.tanger.com, is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2018 Annual Meeting of Shareholders.

The information concerning our Company Code of Ethics required by this Item, which is posted on our website at www.tangeroutlet.com, is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182024 Annual Meeting of Shareholders. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this annual reportAnnual Report on Form 10-K or any other report or document we file with or furnish to the SEC. If, in the future, we amend, modify or waive a provision in the Code of Business Conduct and Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website as necessary.


The additional information concerning our corporate governance required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182024 Annual Meeting of Shareholders.



ITEM 11.EXECUTIVE COMPENSATION


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ITEM 11.EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182024 Annual Meeting of Shareholders.



ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

67





ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.


The information concerning the security ownership of certain beneficial owners and management required by this Item is incorporated by reference herein to the Company's Proxy Statement to be filed with respect to the Company's 20182024 Annual Meeting of Shareholders.


The table below provides information as of December 31, 20172023 with respect to compensation plans under which our equity securities are authorized for issuance. For each common share issued by the Company, the Operating Partnership issues one corresponding unit of limited partnership interest to the Company's wholly-owned subsidiaries. Therefore, when the Company grants an equity based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "common shares" is meant to also include corresponding units of the Operating Partnership.    
Plan Category(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(b)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders2,007,341 (1)$18.15 3,800,000 (2)
Equity compensation plans not approved by security holders1,000,000 (3)7.15 — 
Total3,007,341 $11.53 3,800,000 
(1)Includes (a) 605,000 common shares issuable upon the exercise of outstanding options (268,400 of which are vested and exercisable), (b) 479,097 restricted common shares that may be issued under the 2021 Performance Share Plan (the "2021 PSP") upon the satisfaction of certain conditions, (c) 423,548 restricted common shares that may be issued under the 2022 Performance Share Plan (the "2022 PSP") upon the satisfaction of certain conditions and (d) 499,696 restricted common shares that may be issued under the 2023 Performance Share Plan (the "2023 PSP") upon the satisfaction of certain conditions. Because there is no exercise price associated with the 2021, 2022 and 2023 PSP awards, such restricted common shares are not included in the weighted average exercise price calculation.
(2)Represents common shares available for issuance under the Amended and Restated Incentive Award Plan. Under the Amended and Restated Incentive Award Plan, the Company may award stock options, restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.
(3)Includes 1,000,000 common shares issuable upon the exercise of outstanding options that were issued to our Chief Executive Officer, Stephen J. Yalof, as an inducement to his entering into employment with the Company and were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules. The options to purchase common shares have an exercise price of $7.15. One-fourth of the options vested on each of December 31, 2020, 2021, 2022, and 2023, respectively. The vested options became exercisable once the fair market value of the Common Shares underlying the options became at least equal to 110% of the exercise price of the options.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Plan Category 
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
 
(b)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
 
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2)
Equity compensation plans approved by security holders 834,611
 $30.42
 1,896,301
Equity compensation plans not approved by security holders 
 
 
Total 834,611
 $30.42
 1,896,301
(1)Includes (a) 231,200 common shares issuable upon the exercise of outstanding options (152,000 of which are vested and exercisable), (b) 311,111 restricted common shares that may be issued under the 2016 Outperformance Plan (the "2016 OPP") upon the satisfaction of certain conditions, and (c) 292,300 restricted common shares that may be issued under the 2017 Outperformance Plan (the "2017 OPP") upon the satisfaction of certain conditions. Because there is no exercise price associated with the 2016 and 2017 OPP awards, such restricted common shares are not included in the weighted average exercise price calculation.
(2)Represents common shares available for issuance under the Amended and Restated Incentive Award Plan. Under the Amended and Restated Incentive Award Plan, the Company may award restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182024 Annual Meeting of Shareholders.



68
74






ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES


The information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182024 Annual Meeting of Shareholders.


PART IV


ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) and (2) Documents filed as a part of this report:ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a) (1) Financial Statements


(a) (2) Financial Statement Schedules


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.



69
75






3.Exhibits
3.Exhibits
The Exhibit Index attached hereto is hereby incorporated by reference to this Item.

Exhibit Index
Exhibit No.Description
3.1
Exhibit No.Description
3.1
3.1A
3.1A
3.1B
3.1B
3.1C
3.1C
3.1D
3.1D
3.1E
3.1E
3.1F
3.1F
3.1G
3.1G
3.1H
3.1 H
3.1I
3.2
3.2A
3.3
3.3
4.1
4.1Senior Indenture dated as of March 1, 1996. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.)
4.1A
4.1A
4.1B
4.1C

70




76



4.1G

4.1H
4.1I
4.1J
4.1K
4.2
10.1 *
10.1A *
10.1B*
10.2 *
10.3
10.3 *

10.4 *
10.5 *
10.6 *
10.7 *
10.8 *
10.9 *
10.10 *
10.11 *
10.12Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
10.3A
10.12AAmendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.)
10.3B

71




77



10.1410.5Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
10.6
10.15Assignment and Assumption Agreement among Stanley K. Tanger, Stanley K. Tanger & Company, the Tanger Family Limited Partnership, the Operating Partnership and the Company. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
10.7
10.16
10.8
10.17
10.9 *
10.18 *
10.10*
10.19 *
10.11*
10.19A *
10.20 *
10.21 *
10.22 *
10.12*
10.23 *

72




10.24*
10.25*
10.26*
10.27 *
10.13*
10.28

10.14*
10.29
10.30
10.31
10.15*
10.3210.16
10.17

73




10.33
10.34
10.18
10.35
10.19
10.20*
10.3610.21*
78



10.24*
10.25
10.26*
10.27*
10.28*
10.29*
10.31
10.32
12.1
10.33
12.2
10.34
21.1
21.2
21.2
23.1
23.1
23.2
23.2
31.1
23.3
23.4
31.1
31.2
31.2
31.3
31.3
79




74




32.4
97.1
101.1101.INS**Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**The following Tanger Factory Outlet Centers, Inc.Inline XBRL Taxonomy Extension Schema Document
101.CAL**Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**Inline XBRL Taxonomy Extension Definition Linkbase Document
104**Cover Page Interactive Data File (formatted as Inline XBRL and Tanger Properties Limited Partnership financial information for the year ended December 31, 2017, formattedcontained in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Other Comprehensive Income (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.Exhibit 101)


* Management contract or compensatory plan or arrangement.

** Submitted herewith.

Item 16. FORM 10-K SUMMARY

None.
75
80







ITEM 16.FORM 10-K SUMMARY

N/A

76




SIGNATURES of Tanger Factory Outlet Centers, Inc.


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

TANGER INC.
TANGER FACTORY OUTLET CENTERS, INC.
By:/s/ Stephen J. Yalof
By:Stephen J. Yalof/s/ Steven B. Tanger
Steven B. Tanger
President and Chief Executive Officer


February 22, 201821, 2024


81



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 Registrantregistrant and in the capacities and on the dates indicated:

Signature
TitleDate
/s/ Stephen J. YalofFebruary 21, 2024
Signature
Stephen J. Yalof
TitleDate
/s/ Thomas J. Reddin
Thomas J. ReddinNon-Executive Chairman of the Board of DirectorsFebruary 22, 2018
/s/ Steven B. Tanger
Steven B. TangerDirector, President, Chief Executive Officer (Principal
(Principal
Executive Officer)
February 22, 2018
/s/ James F. WilliamsMichael J. Bilerman
James F. WilliamsMichael J. BilermanSeniorExecutive Vice President, Chief Financial Officer and Chief FinancialInvestment Officer (Principal Financial Officer)February 22, 201821, 2024
/s/ Thomas J. Guerrieri Jr.
Thomas J. Guerrieri Jr.Senior Vice President, Chief Accounting Officer and Controller (Principal
(Principal
Accounting Officer)
February 22, 201821, 2024
/s/ Steven B. Tanger
Steven B. TangerNon-Executive Chair of the BoardFebruary 21, 2024
/s/ William G. BentonBridget M. Ryan-Berman
Bridget M. Ryan-BermanLead DirectorFebruary 21, 2024
William G. BentonDirectorFebruary 22, 2018
/s/ Jeffrey B. Citrin
Jeffrey B. CitrinDirectorDirectorFebruary 22, 201821, 2024
/s/ David B. Henry
David B. HenryDirectorDirectorFebruary 22, 201821, 2024
/s/ Sandeep L. Mathrani
Sandeep L. MathraniDirectorFebruary 21, 2024
/s/ Thomas E. RobinsonJ. Reddin
Thomas J. ReddinDirectorFebruary 21, 2024
Thomas
/s/ Susan E. RobinsonSkerritt
Susan E. SkerrittDirectorFebruary 22, 201821, 2024
/s/ Luis A. Ubiñas
Luis A. UbiñasDirectorFebruary 21, 2024
/s/ Bridget M. Ryan-Berman
Bridget M. Ryan-BermanDirectorFebruary 22, 2018
/s/ Allan L. Schuman
Allan L. SchumanDirectorFebruary 22, 2018






77
82







SIGNATURES of Tanger Properties Limited Partnership


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant 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,TANGER INC., its sole general partner
By:/s/ Steven B. TangerStephen J. Yalof
Stephen J. YalofSteven B. Tanger
President and Chief Executive Officer


February 22, 201821, 2024


83



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 RegistrantTanger Inc. in its capacity as General Partner of Tanger Properties Limited Partnership and in the capacities and on the dates indicated:
Signature
TitleDate
/s/ Stephen J. Yalof
Signature
Stephen J. Yalof
TitleDate
/s/ Steven B. Tanger
Steven B. TangerChairman of the Board of Trustees,Director, President, and Chief Executive Officer (Principal
(Principal
Executive Officer)
February 22, 201821, 2024
/s/ James F. WilliamsMichael J. Bilerman
James F. WilliamsMichael J. BilermanExecutive Vice President, Chief Financial Officer and TreasurerChief Investment Officer (Principal Financial Officer)February 22, 201821, 2024
/s/ Thomas J. Guerrieri Jr.
Thomas J. Guerrieri Jr.Senior Vice President, and Assistant Treasurer (PrincipalChief Accounting Officer
(Principal Accounting
Officer)
February 22, 201821, 2024
/s/ Steven B. Tanger
Steven B. TangerNon-Executive Chair of the BoardFebruary 21, 2024
/s/ William G. BentonBridget M. Ryan-Berman
Bridget M. Ryan-BermanLead DirectorFebruary 21, 2024
William G. BentonTrusteeFebruary 22, 2018
/s/ Jeffrey B. Citrin
Jeffrey B. CitrinDirectorTrusteeFebruary 22, 201821, 2024
/s/ David. B. Henry
David B. HenryDirectorFebruary 21, 2024
David B. Henry
/s/ Sandeep L. Mathrani
Sandeep L. MathraniTrusteeDirectorFebruary 22, 201821, 2024
/s/ Thomas J. Reddin
Thomas J. ReddinDirectorTrusteeFebruary 22, 201821, 2024
/s/ Susan E. Skerritt
Susan E. SkerrittDirectorFebruary 21, 2024
/s/ Thomas E. RobinsonLuis A. Ubiñas
Thomas E. RobinsonLuis A. UbiñasDirectorTrusteeFebruary 22, 2018
/s/ Bridget M. Ryan-Berman
Bridget M. Ryan-BermanTrusteeFebruary 22, 2018
/s/ Allan L. Schuman
Allan L. SchumanTrusteeFebruary 22, 201821, 2024

84
78





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Tanger Factory Outlet Centers, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Tanger Inc. (formerly Tanger Factory Outlet Centers, Inc.) and subsidiaries (the "Company") as of December 31, 20172023 and 2016,2022, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the twothree years in the period ended December 31, 2017,2023, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the twothree years in the period ended December 31, 2017,2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2018,21, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



Critical Audit Matter


The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.























F-1


Rental property, net - Impairment of Long-Lived Assets – Refer to Note 2 to the financial statements

Critical Audit Matter Description

Rental property held and used by the Company is reviewed for impairment in the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable. In such event, the Company compares the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount, and if less than such carrying amount, recognizes an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets.

Given the Company’s cash flow estimates used for determining recoverability require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, and capitalization rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the undiscounted future cash flows analysis and the assessment of expected remaining holding period included the following, among others:

We tested the effectiveness of controls over management’s evaluation of the recoverability of rental property assets, including the significant assumptions over net operating income, capitalization rates, and estimated holding periods.

We evaluated the undiscounted future cash flows analysis, including estimates of net operating income, capitalization rates, and estimated holding periods for certain rental property assets with impairment indicators by performing the following, where applicable:

We evaluated management’s cash flow projections by comparing to the Company’s historical results and considered the impact of leasing activity.

We evaluated capitalization rates by comparing to external market sources.

We evaluated management’s estimated holding period by comparing to historical holding periods for assets sold in recent years, reviewing board minutes, and conducting inquiries of management, leasing personnel and others outside of the accounting department.

We tested the mathematical accuracy of the undiscounted future cash flows analysis.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina
February 22, 201821, 2024


We have served as the Company's auditor since 2016.


F-1F-2





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Tanger Factory Outlet Centers, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Tanger Inc. (formerly Tanger Factory Outlet Centers, Inc.) and subsidiaries (the “Company”) as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017,2023, of the Company and our report dated February 22, 2018,21, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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


/s/ Deloitte & Touche LLP

Charlotte, North Carolina
February 22, 201821, 2024


F-2





Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Tanger Factory Outlet Centers, Inc.:

In our opinion, the consolidated statements of operations, of comprehensive income, of shareholders’ equity and of cash flows for the year ended December 31, 2015 present fairly, in all material respects, the results of operations and cash flows of Tanger Factory Outlets, Inc. and its subsidiaries for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule for the year ended December 31, 2015 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP
Charlotte, NC
February 23, 2016



F-3





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Tanger Properties Limited Partnership

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Tanger Properties Limited Partnership and subsidiaries (the "Operating Partnership") as of December 31, 20172023 and 2016,2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the twothree years in the period ended December 31, 2017,2023, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the twothree years in the period ended December 31, 2017,2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2018,21, 2024, expressed an unqualified opinion on the Operating Partnership'sPartnership’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Operating Partnership'sPartnership’s management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


















F-4


Rental property, net - Impairment of Long-Lived Assets – Refer to Note 2 to the financial statements

Critical Audit Matter Description

Rental property held and used by the Operating Partnership is reviewed for impairment in the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable. In such event, the Operating Partnership compares the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount, and if less than such carrying amount, recognizes an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets.

Given the Operating Partnership’s cash flow estimates used for determining recoverability require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, and capitalization rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the undiscounted future cash flows analysis and the assessment of expected remaining holding period included the following, among others:

We tested the effectiveness of controls over management’s evaluation of the recoverability of rental property assets, including the significant assumptions over net operating income, capitalization rates, and estimated holding periods.

We evaluated the undiscounted future cash flows analysis, including estimates of net operating income, capitalization rates, and estimated holding periods for certain rental property assets with impairment indicators by performing the following, where applicable:

We evaluated management’s cash flow projections by comparing to the Operating Partnership’s historical results and considered the impact of leasing activity.

We evaluated capitalization rates by comparing to external market sources.

We evaluated management’s estimated holding period by comparing to historical holding periods for assets sold in recent years, reviewing board minutes, and conducting inquiries of management, leasing personnel, and others outside of the accounting department.

We tested the mathematical accuracy of the undiscounted future cash flows analysis.


/s/ Deloitte & Touche LLP

Charlotte, North Carolina
February 22, 201821, 2024



We have served as the Operating Partnership's auditor since 2016.


F-4F-5





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Tanger Properties Limited Partnership

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Tanger Properties Limited Partnership and subsidiaries (the “Operating Partnership”) as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017,2023, of the Operating Partnership and our report dated February 22, 2018,21, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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


/s/ Deloitte & Touche LLP

Charlotte, North Carolina
February 22, 201821, 2024



F-5





Report of Independent Registered Public Accounting Firm

To the Partner of Tanger Properties Limited Partnership:

In our opinion, the consolidated statements of operations, of comprehensive income, of shareholders’ equity and of cash flows for the year ended December 31, 2015 present fairly, in all material respects, the results of operations and cash flows of Tanger Properties Limited Partnership and its subsidiaries for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule for the year ended December 31, 2015 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the inancial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP
Charlotte, NC
February 23, 2016


F-6


























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F-7





TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 December 31, December 31,
 2017 2016 20232022
Assets  
  
Assets 
Rental property:    
Land
Land
Land $279,978
 $272,153
Buildings, improvements and fixtures 2,793,638
 2,647,477
Construction in progress 14,854
 46,277
 3,088,470
 2,965,907
Accumulated depreciation (901,967) (814,583)
Total rental property, net 2,186,503
 2,151,324
Cash and cash equivalents 6,101
 12,222
Short-term investments
Investments in unconsolidated joint ventures
Investments in unconsolidated joint ventures
Investments in unconsolidated joint ventures 119,436
 128,104
Deferred lease costs and other intangibles, net 132,061
 151,579
Operating lease right-of-use assets
Prepaids and other assets 96,004
 82,985
Total assets $2,540,105
 $2,526,214
Liabilities and Equity    
Liabilities    
Liabilities
Liabilities
Debt:    
Debt:
Debt:
Senior, unsecured notes, net
Senior, unsecured notes, net
Senior, unsecured notes, net $1,134,755
 $1,135,309
Unsecured term loans, net 322,975
 322,410
Mortgages payable, net 99,761
 172,145
Unsecured lines of credit, net 206,160
 58,002
Unsecured lines of credit
Total debt 1,763,651
 1,687,866
Accounts payable and accrued expenses 90,416
 78,143
Operating lease liabilities
Other liabilities 73,736
 54,764
Total liabilities 1,927,803
 1,820,773
Commitments and contingencies (Note 23) 
 
Commitments and contingencies (Note 22)Commitments and contingencies (Note 22)
Equity    
Tanger Factory Outlet Centers, Inc.:    
Common shares, $.01 par value, 300,000,000 shares authorized, 94,560,536 and 96,095,891 shares issued and outstanding at December 31, 2017 and 2016, respectively 946
 961
Tanger Inc.:
Tanger Inc.:
Tanger Inc.:
Common shares, $0.01 par value, 300,000,000 shares authorized, 108,793,251 and 104,497,920 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively
Common shares, $0.01 par value, 300,000,000 shares authorized, 108,793,251 and 104,497,920 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively
Common shares, $0.01 par value, 300,000,000 shares authorized, 108,793,251 and 104,497,920 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively
Paid in capital 784,782
 820,251
Accumulated distributions in excess of net income (184,865) (122,701)
Accumulated other comprehensive loss (19,285) (28,295)
Equity attributable to Tanger Factory Outlet Centers, Inc. 581,578
 670,216
Equity attributable to Tanger Inc.
Equity attributable to noncontrolling interests:    
Noncontrolling interests in Operating Partnership
Noncontrolling interests in Operating Partnership
Noncontrolling interests in Operating Partnership 30,724
 35,066
Noncontrolling interests in other consolidated partnerships 
 159
Total equity 612,302
 705,441
Total liabilities and equity $2,540,105
 $2,526,214


The accompanying notes are an integral part of these consolidated financial statements.

F-7
F-8





TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

 For the years ended December 31,
 202320222021
Revenues:   
Rental revenues$438,889 $421,419 $407,766 
Management, leasing and other services8,660 7,157 6,411 
Other revenues16,858 14,037 12,348 
Total revenues464,407 442,613 426,525 
Expenses:   
Property operating145,547 143,936 140,736 
General and administrative76,130 71,532 65,817 
Impairment charges— — 6,989 
Depreciation and amortization108,889 111,904 110,008 
Total expenses330,566 327,372 323,550 
Other income (expense):
Interest expense(47,928)(46,967)(52,866)
Loss on early extinguishment of debt— (222)(47,860)
Gain on sale of assets— 3,156 — 
Other income (expense)9,729 6,029 (1,595)
Total other income (expense)(38,199)(38,004)(102,321)
Income before equity in earnings of unconsolidated joint ventures95,642 77,237 654 
Equity in earnings of unconsolidated joint ventures8,240 8,594 8,904 
Net income103,882 85,831 9,558 
Noncontrolling interests in Operating Partnership(4,483)(3,768)(440)
Noncontrolling interests in other consolidated partnerships(248)— — 
Net income attributable to Tanger Inc.$99,151 $82,063 $9,118 
Basic earnings per common share:
Net income$0.94 $0.78 $0.08 
Diluted earnings per common share:
Net income$0.92 $0.77 $0.08 
  For the years ended December 31,
  2017 2016 2015
Revenues:  
  
  
Base rentals $323,985
 $308,353
 $289,688
Percentage rentals 9,853
 11,221
 10,157
Expense reimbursements 142,817
 133,818
 126,468
Management, leasing and other services 2,452
 3,847
 5,426
Other income 9,127
 8,595
 7,630
Total revenues 488,234
 465,834
 439,369
       
Expenses:  
  
  
Property operating 155,235
 152,017
 146,503
General and administrative 44,004
 46,696
 44,469
Acquisition costs 
 487
 
Abandoned pre-development costs 528
 
 
Depreciation and amortization 127,744
 115,357
 103,936
Total expenses 327,511
 314,557
 294,908
Operating income 160,723
 151,277
 144,461
Other income (expense):      
Interest expense (64,825) (60,669) (54,188)
Loss on early extinguishment of debt (35,626) 
 
Gain on sale of assets and interests in unconsolidated entities 6,943
 6,305
 120,447
Gain on previously held interest in acquired joint ventures 
 95,516
 
Other non-operating income (expense) 2,724
 1,028
 (36)
Income before equity in earnings of unconsolidated joint ventures 69,939
 193,457
 210,684
Equity in earnings of unconsolidated joint ventures 1,937
 10,872
 11,484
Net income 71,876
 204,329
 222,168
Noncontrolling interests in Operating Partnership (3,609) (10,287) (11,331)
Noncontrolling interests in other consolidated partnerships (265) (298) 363
Net income attributable to Tanger Factory Outlet Centers, Inc. $68,002
 $193,744
 $211,200
       
Basic earnings per common share:      
Net income $0.71
 $2.02
 $2.20
       
Diluted earnings per common share:      
Net income $0.71
 $2.01
 $2.20


The accompanying notes are an integral part of these consolidated financial statements.

F-8
F-9







TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

For the years ended December 31,
 202320222021
Net income$103,882 $85,831 $9,558 
Other comprehensive income (loss):
Foreign currency translation adjustments1,491 (5,070)3,883 
Change in fair value of cash flow hedges(14,534)12,093 5,383 
Other comprehensive income (loss)(13,043)7,023 9,266 
Comprehensive income90,839 92,854 18,824 
Comprehensive income attributable to noncontrolling interests(3,922)(4,067)(882)
Comprehensive income attributable to Tanger Inc.$86,917 $88,787 $17,942 
  For the years ended December 31,
  2017 2016 2015
Net income $71,876
 $204,329
 $222,168
Other comprehensive income (loss):      
Foreign currency translation adjustments 8,138
 4,259
 (23,200)
Change in fair value of cash flow hedges 1,351
 4,609
 (711)
Other comprehensive income (loss) 9,489
 8,868
 (23,911)
Comprehensive income 81,365
 213,197
 198,257
Comprehensive income attributable to noncontrolling interests (4,353) (11,033) (9,749)
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc. $77,012
 $202,164
 $188,508


The accompanying notes are an integral part of these consolidated financial statements.



F-10
F-9






TANGER INC. AND SUBSIDIARIES
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
  Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnerships
Total
 equity
Balance, December 31, 2014 $955
$791,566
$(281,679)$(14,023)$496,819
$26,417
$650
$523,886
Net income 

211,200

211,200
11,331
(363)222,168
Other comprehensive loss 


(22,692)(22,692)(1,219)
(23,911)
Compensation under Incentive Award Plan 
15,550


15,550


15,550
Issuance of 28,400 common shares upon exercise of options 
788


788


788
Grant of 348,844 restricted common shares, net of forfeitures 4
(4)





Withholding of 31,863 common shares for employee income taxes 
(1,125)

(1,125)

(1,125)
Contributions from noncontrolling interests 





461
461
Adjustment for noncontrolling interests in Operating Partnership 
(402)

(402)402


Adjustment for noncontrolling interests in other consolidated partnerships 
6


6

(6)
Exchange of 25,663 Operating Partnership units for 25,663 common shares 







Common dividends ($1.305 per share) 

(125,007)
(125,007)

(125,007)
Distributions to noncontrolling interests 




(6,622)(156)(6,778)
Balance, December 31, 2015 $959
$806,379
$(195,486)$(36,715)$575,137
$30,309
$586
$606,032
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands, except share and per share data)
Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnershipsTotal
 equity
Balance, December 31, 2020$936 $787,143 $(420,104)$(26,585)$341,390 $17,493 $— $358,883 
Net income— — 9,118 — 9,118 440 — 9,558 
Other comprehensive income— — — 8,824 8,824 442 — 9,266 
Compensation under Incentive Award Plan— 12,845 — — 12,845 — — 12,845 
Grant of 569,779 restricted common share awards, net of forfeitures(6)— — — — — — 
Issuance of 42,100 common shares upon exercise of options— 266 — — 266 — — 266 
Issuance of 10,009,263 common shares100 186,869 — — 186,969 — — 186,969 
Withholding of
139,293 common shares for employee income taxes
(1)(2,146)— — (2,147)— — (2,147)
Adjustment for noncontrolling interests in Operating Partnership— (6,917)— — (6,917)6,917 — — 
Exchange of 33,084 Operating Partnership units for 33,084 common shares— — — — — — — — 
Common dividends ($0.7150 per share)— — (72,423)— (72,423)— — (72,423)
Distributions to noncontrolling interests— — — — — (3,428)— (3,428)
Balance,
December 31, 2021
$1,041 $978,054 $(483,409)$(17,761)$477,925 $21,864 $— $499,789 

The accompanying notes are an integral part of these consolidated financial statements.



F-11
F-10





TANGER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
  Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnerships
Total
 equity
Balance,
December 31, 2015
 $959
$806,379
$(195,486)$(36,715)$575,137
$30,309
$586
$606,032
Net income 

193,744

193,744
10,287
298
204,329
Other comprehensive income 


8,420
8,420
448

8,868
Compensation under Incentive Award Plan 
16,304


16,304


16,304
Issuance of 59,700 common shares upon exercise of options 
1,749


1,749


1,749
Grant of 173,124 restricted common shares, net of forfeitures 2
(2)





Issuance of 24,040 deferred shares 







Withholding of
66,760 common shares for employee income taxes
 
(2,177)

(2,177)

(2,177)
Contributions from noncontrolling interests 





35
35
Adjustment for noncontrolling interests in Operating Partnership 
(389)

(389)389


Adjustment for noncontrolling interests in other consolidated partnerships 
4


4

(4)
Acquisition of noncontrolling interest in other consolidated partnership 
(1,617)

(1,617)
(325)(1,942)
Exchange of 24,962 Operating Partnership units for 24,962 common shares 







Common dividends ($1.260 per share) 

(120,959)
(120,959)

(120,959)
Distributions to noncontrolling interests 




(6,367)(431)(6,798)
Balance,
December 31, 2016
 $961
$820,251
$(122,701)$(28,295)$670,216
$35,066
$159
$705,441
(in thousands, except share and per share data)

Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnershipsTotal
 equity
Balance,
December 31, 2021
$1,041 $978,054 $(483,409)$(17,761)$477,925 $21,864 $— $499,789 
Net income— — 82,063 — 82,063 3,768 — 85,831 
Other comprehensive income— — — 6,724 6,724 299 — 7,023 
Compensation under Incentive Award Plan— 13,160 — — 13,160 — — 13,160 
Issuance of 15,500 common shares upon exercise of options— 88 — — 88 — — 88 
Grant of 613,933 restricted common share awards, net of forfeitures(6)— — — — — — 
Withholding of 239,824 common shares for employee income taxes(2)(3,922)— — (3,924)— — (3,924)
Adjustment for noncontrolling interests in Operating Partnership— (182)— — (182)182 — — 
Exchange of 23,577 Operating Partnership units for 23,577 common shares— — — — — — — — 
Common dividends ($0.8025 per share)— — (84,211)— (84,211)— — (84,211)
Distributions to noncontrolling interests— — — — — (3,822)— (3,822)
Balance,
December 31, 2022
$1,045 $987,192 $(485,557)$(11,037)$491,643 $22,291 $— $513,934 

The accompanying notes are an integral part of these consolidated financial statements.


F-12F-11





TANGER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnershipsTotal
 equity
Balance,
December 31, 2022
$1,045 $987,192 $(485,557)$(11,037)$491,643 $22,291 $— $513,934 
Net income— — 99,151 — 99,151 4,483 248 103,882 
Other comprehensive loss— — — (12,482)(12,482)(561)— (13,043)
Compensation under Incentive Award Plan— 12,766 — — 12,766 — — 12,766 
Issuance of 85,500 common shares upon exercise of options1,235 — — 1,236 — — 1,236 
Issuance of of 3,494,919 common shares35 88,407 — — 88,442 — — 88,442 
Grant of 1,064,400 restricted common share awards, net of forfeitures10 (10)— — — — — — 
Withholding of 379,512 common shares for employee income taxes(3)(7,287)— — (7,290)— — (7,290)
Adjustment for noncontrolling interests in Operating Partnership— (2,916)— — (2,916)2,916 — — 
Exchange of 30,024 Operating Partnership units for 30,024 common shares— — — — — 
Common dividends
($0.9700 per share)
— — (103,765)— (103,765)— — (103,765)
Distributions to noncontrolling interests— — — — — (4,601)(248)(4,849)
Balance,
December 31, 2023
$1,088 $1,079,387 $(490,171)$(23,519)$566,785 $24,528 $— $591,313 
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
  Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnershipsTotal
equity
Balance, December 31, 2016 $961
$820,251
$(122,701)$(28,295)$670,216
$35,066
$159
$705,441
Net income 

68,002

68,002
3,609
265
71,876
Other comprehensive income 


9,010
9,010
479

9,489
Compensation under Incentive Award Plan 
14,629


14,629


14,629
Issuance of 1,800 common shares upon exercise of options 
54


54


54
Grant of 411,968 restricted common share awards, net of forfeitures 4
(4)





Repurchase of 1,911,585 common shares, including transaction costs
 (18)(49,343)

(49,361)

(49,361)
Withholding of
69,886 common shares for employee income taxes
 (1)(2,435)

(2,436)

(2,436)
Contributions from noncontrolling interests 





13
13
Adjustment for noncontrolling interests in Operating Partnership 
1,630


1,630
(1,630)

Acquisition of noncontrolling interest in other consolidated partnership 





(159)(159)
Exchange of 32,348 Operating Partnership units for 32,348 common shares 







Common dividends ($1.3525 per share) 

(130,166)
(130,166)

(130,166)
Distributions to noncontrolling interests 




(6,800)(278)(7,078)
Balance,
December 31, 2017
 $946
$784,782
$(184,865)$(19,285)$581,578
$30,724
$
$612,302


The accompanying notes are an integral part of these consolidated financial statements.



F-13
F-12





TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 For the years ended December 31, For the years ended December 31,
 2017 2016 2015 202320222021
Operating Activities  
  
  
Operating Activities 
Net income $71,876
 $204,329
 $222,168
Adjustments to reconcile net income to net cash provided by operating activities:    
  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 127,744
 115,357
 103,936
Depreciation and amortization
Depreciation and amortization
Impairment charges
Amortization of deferred financing costs 3,263
 3,237
 2,730
Gain on sale of assets and interests in unconsolidated entities (6,943) (6,305) (120,447)
Gain on previously held interest in acquired joint ventures 
 (95,516) 
Gain on sale of assets
Gain on sale of assets
Gain on sale of assets
Loss on early extinguishment of debt
Loss on early extinguishment of debt
Loss on early extinguishment of debt 35,626
 
 
Equity in earnings of unconsolidated joint ventures (1,937) (10,872) (11,484)
Equity-based compensation expense 13,585
 15,319
 14,712
Amortization of debt (premiums) and discounts, net 462
 1,290
 256
Net amortization of market rent rate adjustments 2,829
 3,302
 2,461
Amortization of debt discounts, net
Amortization of market rent rate adjustments, net
Straight-line rent adjustments (5,632) (7,002) (6,347)
Distributions of cumulative earnings from unconsolidated joint ventures 10,697
 13,662
 12,137
Other non-cash
Changes in other asset and liabilities:      
Other assets
Other assets
Other assets 365
 (544) (798)
Accounts payable and accrued expenses 1,224
 3,059
 1,431
Net cash provided by operating activities 253,159
 239,316
 220,755
Investing Activities  
  
  
Investing Activities 
Additions to rental property (166,231) (165,060) (238,706)
Acquisitions of interest in unconsolidated joint ventures, net of cash acquired 
 (45,219) 
Additions to investments in unconsolidated joint ventures (5,892) (32,968) (45,286)
Net proceeds on sale of assets and interests in unconsolidated entities 39,213
 28,706
 164,587
Change in restricted cash 
 121,306
 (121,306)
Net proceeds from sale of real estate assets
Acquisition of real estate assets
Proceeds on sale of non-real estate assets
Proceeds on sale of non-real estate assets
Proceeds on sale of non-real estate assets
Additions to short-term investments
Proceeds from short-term investments
Distributions in excess of cumulative earnings from unconsolidated joint ventures 25,084
 60,267
 26,875
Additions to non-real estate assets (8,909) (6,503) (837)
Additions to deferred lease costs (6,584) (7,013) (7,803)
Other investing activities 5,774
 983
 649
Payments for other investing activities
Proceeds from other investing activities
Net cash used in investing activities
 (117,545) (45,501) (221,827)
Financing Activities      
Cash dividends paid
Cash dividends paid
Cash dividends paid (130,166) (141,088) (104,877)
Distributions to noncontrolling interests in Operating Partnership (6,800) (7,428) (5,561)
Proceeds from revolving credit facility 719,521
 845,650
 537,000
Repayments of revolving credit facility (572,421) (974,950) (457,700)
Proceeds from notes, mortgages and loans 299,460
 437,420
 90,839
Repayments of notes, mortgages and loans (373,258) (330,329) (49,783)
Payment of make-whole premium related to early extinguishment of debt (34,143) 
 
Repayment of deferred financing obligation 
 (28,388) 
Repurchase of common shares, including transaction costs

 (49,361) 
 
Employee income taxes paid related to shares withheld upon vesting of equity awards (2,436) (2,177) (1,126)
Employee income taxes paid related to shares withheld upon vesting of equity awards
Employee income taxes paid related to shares withheld upon vesting of equity awards
Distributions to noncontrolling interests in other consolidated partnerships
Distributions to noncontrolling interests in other consolidated partnerships
Distributions to noncontrolling interests in other consolidated partnerships
Additions to deferred financing costs (2,850) (5,496) (2,829)
Proceeds from exercise of options 54
 1,749
 788
Proceeds from other financing activities 12,054
 3,897
 259
Proceeds from issuance of common shares
Proceeds from issuance of common shares
Proceeds from issuance of common shares
Payment for other financing activities (1,333) (2,327) (156)
Net cash provided by (used in) financing activities (141,679) (203,467) 6,854
Payment for other financing activities
Payment for other financing activities
Net cash used in financing activities
Effect of foreign currency rate changes on cash and cash equivalents (56) 316
 (1,099)
Net increase (decrease) in cash and cash equivalents (6,121) (9,336) 4,683
Net increase/(decrease) in cash, cash equivalents and restricted cash
Cash and cash equivalents, beginning of year 12,222
 21,558
 16,875
Cash and cash equivalents, end of year $6,101
 $12,222
 $21,558


The accompanying notes are an integral part of these consolidated financial statements.

F-13
F-14







TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except for unit data)

 December 31,
 20232022
Assets  
Rental property:
Land$303,605 $275,079 
Buildings, improvements and fixtures2,938,434 2,553,452 
Construction in progress29,201 27,340 
 3,271,240 2,855,871 
Accumulated depreciation(1,318,264)(1,224,962)
Total rental property, net1,952,976 1,630,909 
Cash and cash equivalents12,572 212,011 
Short-term investments9,187 52,450 
Investments in unconsolidated joint ventures71,900 73,809 
Deferred lease costs and other intangibles, net91,269 58,574 
Operating lease right-of-use assets77,400 78,636 
Prepaids and other assets108,157 110,622 
Total assets$2,323,461 $2,217,011 
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net$1,039,840 $1,037,998 
Unsecured term loans, net322,322 321,525 
Mortgages payable, net64,041 68,971 
Unsecured lines of credit13,000 — 
Total debt1,439,203 1,428,494 
Accounts payable and accrued expenses117,847 104,087 
Operating lease liabilities86,076 87,528 
Other liabilities89,022 82,968 
Total liabilities1,732,148 1,703,077 
Commitments and contingencies (Note 22)
Equity
Partners' Equity:
General partner, 1,150,000 and 1,100,000 units outstanding at December 31, 2023 and December 31, 2022, respectively5,776 4,516 
Limited partners, 4,707,958 and 4,737,982 Class A common units, and 107,643,251 and 103,397,920 Class B common units outstanding at December 31, 2023 and December 31, 2022, respectively610,330 521,168 
Accumulated other comprehensive loss(24,793)(11,750)
Total partners' equity591,313 513,934 
Noncontrolling interests in consolidated partnerships— — 
Total equity591,313 513,934 
Total liabilities and equity$2,323,461 $2,217,011 
  December 31,
  2017 2016
Assets  
  
Rental property:    
Land $279,978
 $272,153
Buildings, improvements and fixtures 2,793,638
 2,647,477
Construction in progress 14,854
 46,277
  3,088,470
 2,965,907
Accumulated depreciation (901,967) (814,583)
Total rental property, net 2,186,503
 2,151,324
Cash and cash equivalents 6,050
 12,199
Investments in unconsolidated joint ventures 119,436
 128,104
Deferred lease costs and other intangibles, net 132,061
 151,579
Prepaids and other assets 95,384
 82,481
Total assets $2,539,434
 $2,525,687
Liabilities and Equity    
Liabilities    
Debt:    
Senior, unsecured notes, net $1,134,755
 $1,135,309
Unsecured term loans, net 322,975
 322,410
Mortgages payable, net 99,761
 172,145
Unsecured lines of credit, net 206,160
 58,002
Total debt 1,763,651
 1,687,866
Accounts payable and accrued expenses 89,745
 77,616
Other liabilities 73,736
 54,764
Total liabilities 1,927,132
 1,820,246
Commitments and contingencies (Note 23) 
 
Equity    
Partners' Equity:    
General partner, 1,000,000 units outstanding at December 31, 2017 and 2016 5,844
 6,485
Limited partners, 4,995,433 and 5,027,781 Class A units and 93,560,536 and 95,095,891 Class B units outstanding at December 31, 2017 and 2016, respectively 626,803
 728,631
Accumulated other comprehensive loss (20,345) (29,834)
Total partners' equity 612,302
 705,282
Noncontrolling interests in consolidated partnerships 
 159
Total equity 612,302
 705,441
Total liabilities and equity $2,539,434
 $2,525,687


The accompanying notes are an integral part of these consolidated financial statements.

F-14
F-15





TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
 For the years ended December 31,
 202320222021
Revenues:   
Rental revenues$438,889 $421,419 $407,766 
Management, leasing and other services8,660 7,157 6,411 
Other revenues16,858 14,037 12,348 
Total revenues464,407 442,613 426,525 
Expenses:   
Property operating145,547 143,936 140,736 
General and administrative76,130 71,532 65,817 
Impairment charges— — 6,989 
Depreciation and amortization108,889 111,904 110,008 
Total expenses330,566 327,372 323,550 
Other income (expense):
Interest expense(47,928)(46,967)(52,866)
Loss on early extinguishment of debt— (222)(47,860)
Gain on sale of assets— 3,156 — 
Other income (expense)9,729 6,029 (1,595)
Total other income (expense)(38,199)(38,004)(102,321)
Income before equity in earnings of unconsolidated joint ventures95,642 77,237 654 
Equity in earnings of unconsolidated joint ventures8,240 8,594 8,904 
Net income103,882 85,831 9,558 
Noncontrolling interests in consolidated partnerships(248)— — 
Net income available to partners103,634 85,831 9,558 
Net income available to limited partners102,588 84,971 9,458 
Net income available to general partner$1,046 $860 $100 
Basic earnings per common unit:
Net income$0.94 $0.78 $0.08 
Diluted earnings per common unit:
Net income$0.92 $0.77 $0.08 
  For the years ended December 31,
  2017 2016 2015
Revenues:  
  
  
Base rentals $323,985
 $308,353
 $289,688
Percentage rentals 9,853
 11,221
 10,157
Expense reimbursements 142,817
 133,818
 126,468
Management, leasing and other services 2,452
 3,847
 5,426
Other income 9,127
 8,595
 7,630
Total revenues 488,234
 465,834
 439,369
       
Expenses:  
  
  
Property operating 155,235
 152,017
 146,503
General and administrative 44,004
 46,696
 44,469
Acquisition costs 
 487
 
Abandoned pre-development costs 528
 
 
Depreciation and amortization 127,744
 115,357
 103,936
Total expenses 327,511
 314,557
 294,908
Operating income 160,723
 151,277
 144,461
Other income (expense):      
Interest expense (64,825) (60,669) (54,188)
Loss on early extinguishment of debt (35,626) 
 
Gain on sale of assets and interests in unconsolidated entities 6,943
 6,305
 120,447
Gain on previously held interest in acquired joint ventures 
 95,516
 
Other non-operating income (expense) 2,724
 1,028
 (36)
Income before equity in earnings of unconsolidated joint ventures 69,939
 193,457
 210,684
Equity in earnings of unconsolidated joint ventures 1,937
 10,872
 11,484
Net income 71,876
 204,329
 222,168
Noncontrolling interests in consolidated partnerships (265) (298) 363
Net income available to partners 71,611
 204,031
 222,531
Net income available to limited partners 70,900
 202,012
 220,328
Net income available to general partner $711
 $2,019
 $2,203
       
Basic earnings per common unit:      
Net income $0.71
 $2.02
 $2.21
       
Diluted earnings per common unit:      
Net income $0.71
 $2.01
 $2.20


The accompanying notes are an integral part of these consolidated financial statements.

F-15
F-16





TANGER PROPERITESPROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

For the years ended December 31,
 202320222021
Net income$103,882 $85,831 $9,558 
Other comprehensive income (loss):
Foreign currency translation adjustments1,491 (5,070)3,883 
Change in fair value of cash flow hedges(14,534)12,093 5,383 
Other comprehensive income (loss)(13,043)7,023 9,266 
Comprehensive income90,839 92,854 18,824 
Comprehensive (income) attributable to noncontrolling interests in consolidated partnerships(248)— — 
Comprehensive income attributable to the Operating Partnership$90,591 $92,854 $18,824 
  For the years ended December 31,
  2017 2016 2015
Net income $71,876
 $204,329
 $222,168
Other comprehensive income (loss):      
Foreign currency translation adjustments 8,138
 4,259
 (23,200)
Change in fair value of cash flow hedges 1,351
 4,609
 (711)
Other comprehensive income (loss) 9,489
 8,868
 (23,911)
Comprehensive income 81,365
 213,197
 198,257
Comprehensive (income) loss attributable to noncontrolling interests in consolidated partnerships (265) (298) 363
Comprehensive income attributable to the Operating Partnership $81,100
 $212,899
 $198,620


The accompanying notes are an integral part of these consolidated financial statements.







F-17
F-16





TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except unit and per unit data)
  General partnerLimited partnersAccumulated other comprehensive income (loss)Total partners' equityNoncontrolling interests in consolidated partnershipsTotal equity
Balance, December 31, 2014 $4,828
$533,199
$(14,791)$523,236
$650
$523,886
Net income 2,203
220,328

222,531
(363)222,168
Other comprehensive loss 

(23,911)(23,911)
(23,911)
Compensation under Incentive Award Plan 
15,550

15,550

15,550
Issuance of 28,400 common units upon exercise of options 
788

788

788
Issuance of 348,844 restricted common units, net of forfeitures 





Withholding of 31,863 common units for employee income taxes 
(1,125)
(1,125)
(1,125)
Contributions from noncontrolling interests 



461
461
Adjustment for noncontrolling interests in other consolidated partnerships 
6

6
(6)
Common distributions ($1.305 per common unit) (1,305)(130,324)
(131,629)
(131,629)
Distributions to noncontrolling interests 



(156)(156)
Balance, December 31, 2015 $5,726
$638,422
$(38,702)$605,446
$586
$606,032
Net income 2,019
202,012

204,031
298
204,329
Other comprehensive income 

8,868
8,868

8,868
Compensation under Incentive Award Plan 
16,304

16,304

16,304
Issuance of 59,700 common units upon exercise of options 
1,749

1,749

1,749
Grant of 173,124 restricted common share awards by the Company, net of forfeitures 





Issuance of 24,040 deferred units 





Withholding of 66,760 common units for employee income taxes 
(2,177)
(2,177)
(2,177)
Contributions from noncontrolling interests 



35
35
Adjustment for noncontrolling interests in other consolidated partnerships 
4

4
(4)
Acquisition of noncontrolling interest in other consolidated partnership 
(1,617)
(1,617)(325)(1,942)
Common distributions ($1.260 per common unit) (1,260)(126,066)
(127,326)
(127,326)
Distributions to noncontrolling interests 



(431)(431)
Balance, December 31, 2016 $6,485
$728,631
$(29,834)$705,282
$159
$705,441
Net income 711
70,900

71,611
265
71,876
Other comprehensive income 

9,489
9,489

9,489
Compensation under Incentive Award Plan 
14,629

14,629

14,629
Issuance of 1,800 common units upon exercise of options 
54

54

54
Grant of 411,968 restricted common share awards by the Company 





Repurchase of 1,911,585 units, including transaction costs 
(49,361)
(49,361)
(49,361)
Withholding of 69,886 common units for employee income taxes 
(2,436)
(2,436)
(2,436)
Contributions from noncontrolling interests 



13
13
Acquisition of noncontrolling interest in other consolidated partnership 



(159)(159)
Common distributions ($1.3525 per common unit)
 (1,352)(135,614)
(136,966)
(136,966)
Distributions to noncontrolling interests 



(278)(278)
Balance, December 31, 2017 $5,844
$626,803
$(20,345)$612,302
$
$612,302
General partnerLimited partnersAccumulated other comprehensive income (loss)Total partners' equityNoncontrolling interests in consolidated partnershipsTotal equity
Balance, December 31, 2020$3,334 $383,588 $(28,039)$358,883 $— $358,883 
Net income100 9,458 — 9,558 — 9,558 
Other comprehensive income— — 9,266 9,266 — 9,266 
Compensation under Incentive Award Plan— 12,845 12,845 — 12,845 
Issuance of 42,100 common units upon exercise of options— 266 — 266 — 266 
Grant of restricted 569,779 common share awards by the Company— — — — — — 
Issuance of 100,000 general partner units and 9,909,263 limited partner units1,874 185,095 — 186,969 — 186,969 
Withholding of 139,293 common units for employee income taxes— (2,147)— (2,147)— (2,147)
Common distributions $0.7150 per common unit)(769)(75,082)— (75,851)— (75,851)
Distributions to noncontrolling interests— — — — — — 
Balance, December 31, 2021$4,539 $514,023 $(18,773)$499,789 $— $499,789 
Net income860 84,971 — 85,831 — 85,831 
Other comprehensive income— — 7,023 7,023 — 7,023 
Compensation under Incentive Award Plan— 13,160 — 13,160 — 13,160 
Grant of 613,933 restricted common share awards by the Company— — — — — — 
Issuance of 15,500 common units upon exercise of options— 88 — 88 — 88 
Withholding of 239,824 common units for employee income taxes— (3,924)— (3,924)— (3,924)
Common distributions ($0.8025 per common unit)
(883)(87,150)— (88,033)— (88,033)
Distributions to noncontrolling interests— — — — — — 
Balance, December 31, 2022$4,516 $521,168 $(11,750)$513,934 $— $513,934 
Net income1,046 102,588 — 103,634 248 103,882 
Other comprehensive loss— — (13,043)(13,043)— (13,043)
Compensation under Incentive Award Plan— 12,766 — 12,766 — 12,766 
Grant of 1,064,400 restricted common share awards by the Company— — — — — — 
Issuance of 85,500 common units upon exercise of options— 1,236 — 1,236 — 1,236 
Issuance of 50,000 general partner units and 3,444,919 limited partner units1,283 87,159 — 88,442 — 88,442 
Withholding of 379,512 common units for employee income taxes— (7,290)— (7,290)— (7,290)
Contributions from noncontrolling interests— — — — — — 
Common distributions ($0.9700
 per common unit)
(1,069)(107,297)— (108,366)— (108,366)
Distributions to noncontrolling interests— — — — (248)(248)
Balance, December 31, 2023$5,776 $610,330 $(24,793)$591,313 $— $591,313 
The accompanying notes are an integral part of these consolidated financial statements.

F-17
F-18





TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 For the years ended December 31, For the years ended December 31,
 2017 2016 2015 202320222021
Operating activities  
  
  
Operating activities 
Net income $71,876
 $204,329
 $222,168
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 127,744
 115,357
 103,936
Depreciation and amortization
Depreciation and amortization
Impairment charges
Amortization of deferred financing costs 3,263
 3,237
 2,730
Gain on sale of assets
Gain on sale of assets
Gain on sale of assets
Loss on early extinguishment of debt 35,626
 
 
Gain on sale of assets and interests in unconsolidated entities (6,943) (6,305) (120,447)
Gain on previously held interest in acquired joint ventures 
 (95,516) 
Loss on early extinguishment of debt
Loss on early extinguishment of debt
Equity in earnings of unconsolidated joint ventures (1,937) (10,872) (11,484)
Equity-based compensation expense 13,585
 15,319
 14,712
Amortization of debt (premiums) and discounts, net 462
 1,290
 256
Net amortization of market rent rate adjustments 2,829
 3,302
 2,461
Amortization of debt discounts, net
Amortization of market rent rate adjustments, net
Straight-line rent adjustments (5,632) (7,002) (6,347)
Distributions of cumulative earnings from unconsolidated joint ventures 10,697
 13,662
 12,137
Other non-cash
Changes in other assets and liabilities:  
  
  
Other assets
Other assets
Other assets 481
 (705) (639)
Accounts payable and accrued expenses 1,080
 3,203
 2,335
Net cash provided by operating activities 253,131
 239,299
 221,818
Investing activities  
  
  
Investing activities 
Additions to rental property (166,231) (165,060) (238,706)
Acquisitions of interest in unconsolidated joint ventures, net of cash acquired 
 (45,219) 
Additions to investments in unconsolidated joint ventures (5,892) (32,968) (45,286)
Net proceeds on sale of assets and interests in unconsolidated entities 39,213
 28,706
 164,587
Change in restricted cash 
 121,306
 (121,306)
Additions to investments in unconsolidated joint ventures
Additions to investments in unconsolidated joint ventures
Net proceeds on sale of assets
Proceeds on sale of non-real estate assets
Proceeds on sale of non-real estate assets
Proceeds on sale of non-real estate assets
Acquisition of real estate assets
Additions to short-term investments
Proceeds from short-term investments
Distributions in excess of cumulative earnings from unconsolidated joint ventures 25,084
 60,267
 26,875
Additions to non-real estate assets (8,909) (6,503) (837)
Additions to deferred lease costs (6,584) (7,013) (7,803)
Other investing activities 5,774
 983
 649
Payments for other investing activities
Proceeds from other investing activities
Net cash used in investing activities
 (117,545) (45,501) (221,827)
Financing activities      
Cash distributions paid
Cash distributions paid
Cash distributions paid (136,966) (148,516) (110,438)
Proceeds from revolving credit facility 719,521
 845,650
 537,000
Repayments of revolving credit facility (572,421) (974,950) (457,700)
Proceeds from notes, mortgages and loans 299,460
 437,420
 90,839
Repayments of notes, mortgages and loans (373,258) (330,329) (49,783)
Payment of make-whole premium related to early extinguishment of debt (34,143) 
 
Repayment of deferred financing obligation 
 (28,388) 
Repurchase of common shares, including transaction costs (49,361) 
 
Employee income taxes paid related to shares withheld upon vesting of equity awards (2,436) (2,177) (1,126)
Employee income taxes paid related to shares withheld upon vesting of equity awards
Employee income taxes paid related to shares withheld upon vesting of equity awards
Distributions to noncontrolling interests in other consolidated partnerships
Distributions to noncontrolling interests in other consolidated partnerships
Distributions to noncontrolling interests in other consolidated partnerships
Additions to deferred financing costs (2,850) (5,496) (2,829)
Proceeds from exercise of options 54
 1,749
 788
Proceeds from the Company’s common share offering
Proceeds from the Company’s common share offering
Proceeds from the Company’s common share offering
Proceeds from other financing activities 12,054
 3,897
 259
Payment for other financing activities (1,333) (2,327) (156)
Net cash provided by (used in) financing activities (141,679) (203,467) 6,854
Net cash used in financing activities
Effect of foreign currency rate changes on cash and cash equivalents (56) 316
 (1,099)
Net increase (decrease) in cash and cash equivalents (6,149) (9,353)
5,746
Net increase in cash, cash equivalents and restricted cash
Cash and cash equivalents, beginning of year 12,199
 21,552
 15,806
Cash and cash equivalents, end of year $6,050
 $12,199
 $21,552


The accompanying notes are an integral part of these consolidated financial statements.

F-18
F-19





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
TANGER FACTORY OUTLET CENTERS, INC. AND
TANGER PROPERTIES LIMITED PARTNERSHIP


1.Organization of the Company

1.Organization of the Company

Tanger Factory Outlet Centers, Inc. and its subsidiaries, which we refer to as the Company, is one of the largestleading owners and operators of outlet and open-air shopping centers in the United States and Canada. We are a fully-integrated,fully integrated, self-administered and self-managed real estate investment trust ("REIT") which, through our controlling interest in Tanger Properties Limited Partnership and its subsidiaries, which we refer to as the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shoppingretail centers. As of December 31, 2017,2023, we owned and operated 3631 consolidated outlet centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.912.7 million square feet. All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited. These outlet centers were 97% occupied and contained over 2,6002,400 stores, representing approximately 400660 store brands. We also had partial ownership interests in 86 unconsolidated outletcenters totaling approximately 2.42.1 million square feet, including 4 outlet2 centers in Canada. The portfolio also includes two managed centers. Each of our centers, except one joint venture center, features the Tanger brand name.


Our outlet centers and other assets are held by, and all of our operations are conducted by Tanger Properties Limited Partnership and subsidiaries, which we refer to as the Operating Partnership. Accordingly, the descriptions of our business, employees and propertiesassets are also descriptions of the business, employees and propertiesassets of the Operating Partnership. Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires. On November 16, 2023, we changed our legal name from Tanger Factory Outlet Centers, Inc. to Tanger Inc. We refer to Tanger Inc.’s current legal name throughout this Annual Report on Form 10-K.


TheIn November 2021, the Company ownswas admitted as the sole General Partner of the Operating Partnership. Prior to this administrative change, the Company owned the majority of the units of partnership interest issued by the Operating Partnership through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust. Tanger GP Trust controlscontrolled the Operating Partnership as its sole general partner.partner and Tanger LP Trust holdsheld a limited partnership interest.interest therein. Following the aforementioned change to the ownership structure, the Company has replaced Tanger GP Trust as the sole general partner of the Operating Partnership and Tanger LP Trust retains its limited partnership interest in the Operating Partnership.

The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. As of December 31, 2017,2023, the Company throughand its ownership of Tanger GP Trust and Tanger LP Trust,wholly owned 94,560,536subsidiaries owned 108,793,251 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,995,4334,707,958 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT.REIT for U.S. federal income tax purposes. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.


2.Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies

Principles of Consolidation - The consolidated financial statements of the Company include its accounts and its consolidated subsidiaries, as well as the Operating Partnership and its consolidated subsidiaries. The consolidated financial statements of the Operating Partnership include its accounts and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.


The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant.


F-19


We consolidate properties that are wholly-owned or properties where we own less than 100% but we control.control such properties. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities ("VIE"). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers various factors including the form of our ownership interest, our representation in an entity's governance, the size of our investment, our ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process to replace us as manager and or liquidate the venture, if applicable. As of December 31, 2017,2023, we did not have a joint venture that was a VIE.

F-20






Investments in real estate joint ventures that we do not control but may exercise significant influence on are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the venture's net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting.


For certain of these investments, we record our equity in the venture's net income or loss under the hypothetical liquidation at book value (“HLBV”) method of accounting due to the structures and the preferences we receive on the distributions from our joint ventures pursuant to the respective joint venture agreements for those joint ventures.agreements. Under this method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value. Therefore, income or loss may be allocated disproportionately as compared to the ownership percentages due to specified preferred return rate thresholds and may be more or less than actual cash distributions received and more or less than what we may receive in the event of an actual liquidation. In the event a basis difference is created between our underlying interest in the venture’s net assets and our initial investment, we amortize such amount over the estimated life of the venture as a component of equity in earnings of unconsolidated joint ventures.


We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. The carrying amount of our investments in the Charlotte, Columbus, Galveston/Houston and Galveston/HoustonNational Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization.


Noncontrolling interests - In the Company's consolidated financial statements, the “Noncontrolling interests in the Operating Partnership” reflects the Non-Company LP's percentage ownership of the Operating Partnership's units. "Noncontrolling interests in other consolidated partnerships" consist of outside equity interests in partnerships or joint ventures not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties. Noncontrolling interests are initially recorded in the consolidated balance sheets at fair value based upon purchase price allocations. Income isor losses are allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements.


Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of AmericaGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as 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. Estimates are used in the calculations of impairment losses, costs capitalized to originate operating leases, costs incurred for the construction and development of properties, and the values of deferred lease costs and other intangibles related to the acquisition of properties. Actual results could differ from those estimates.


Operating Segments - We focus exclusively on developing, acquiring, owning, operating, and managing outlet shopping centers. We aggregate the financial information of all outlet centers into one reportable operating segment because the outlet centers all have similar economic characteristics and provide similar products and services to similar types and classes of customers.customers and tenants.

F-20


Rental PropertyProperties - Rental properties are recorded at cost less accumulated depreciation. Buildings, improvements and fixtures consist primarily of permanent buildings and improvements made to land such as infrastructure and costs incurred in providing rental space to tenants.


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 construction in progress when the pre-construction tasks are completed. Costs of unsuccessful pre-construction efforts are expensed when the project is no longer probable and, if significant, are recorded as abandoned pre-development costs in the consolidated statement of operations.


F-21





We also capitalize other costs incurred for the construction and development of properties, including interest, real estate taxes and payroll and related costs associated with employees directly involved. Capitalization of costs commences at the time the development of the property becomes probable and ceases when the property is substantially completed and ready for its intended use. We consider a construction project as substantially completed and ready for its intended use upon the completion of tenant improvements. We cease capitalization on the portion that is substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with the portion under construction. The amount of payroll and related costs capitalized for the construction and development of properties is based on our estimate of the amount of costs directly related to the construction or development of these assets.


Interest costs are capitalized during periods of active construction for qualified expenditures based upon interest rates in place during the construction period until construction is substantially complete. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures for qualifying development activities until placed in service.


Payroll and related costs and interest costs capitalized for the years ended December 31, 2017, 20162023, 2022 and 20152021 were as follows (in thousands):
202320222021
Payroll and related costs capitalized$3,843 $2,924 $1,526 
Interest costs capitalized$2,509 $862 $— 
  2017 2016 2015
Payroll and related costs capitalized $2,345
 $2,095
 $2,989
Interest costs capitalized $2,289
 $2,259
 $3,448


Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. We generally use estimated lives of 33 years for buildings and improvements, 15 years for land improvements and 7 years for equipment. Tenant finishing allowances are amortized over the life of the associated lease. Capitalized interest costs are amortized over lives which are consistent with the constructed assets. Expenditures for ordinary maintenance and repairs are charged to operations as incurred while significant renovations and improvements which improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life. In accordance with our policy, we review the estimated useful lives of our fixed assets on an ongoing basis. During the year ended 2022, this review indicated that the actual lives of our solar assets were shorter than the estimated useful lives used for depreciation purposes in the our financial statements. As a result, we changed our useful lives of our solar assets to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of these assets that previously averaged 20 years were decreased to an average of ten years. The effect of this change in estimate was to increase 2022 depreciation expense by $4.4 million, decrease net income by $4.4 million, and decrease basic and diluted earnings per share by $0.04.


Depreciation expense related to rental property included in net income for each of the years ended December 31, 2017, 20162023, 2022 and 20152021 was as follows (in thousands):
202320222021
Depreciation expense related to rental property$97,636 $97,916 $96,990 

F-21


  2017 2016 2015
Depreciation expense related to rental property $107,845
 $96,813
 $85,872

In accordance with accounting guidance for business combinations, weWe allocate the purchase price of asset acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, the value of in-place leases and tenant relationships, if any. We depreciate the amount allocated to building, deferred lease costs and other intangible assets over their estimated useful lives, which range up to 33 years. The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. The values of below market leases that are considered to have renewal periods with below market rents are amortized over the remaining term of the associated lease plus the renewal periods when the renewal is deemed probable to occur. The value associated with in-place leases is amortized over the remaining lease term and tenant relationships isare amortized over the expected term, which includes an estimated probability of the lease renewal. If a tenant terminates its lease prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangibles is written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. These cash flow projections may be derived from various observable and unobservable inputs and assumptions. Also, we may utilize third-party valuation specialists. As a part of acquisition accounting, the amount by which the fair value of our previously held equity method investment exceeds the carrying book value is recorded as a gain on previously held interest in acquired joint venture. Direct costs to acquire existing outlet centers are expensed as incurred.



F-22




Cash and Cash Equivalents and Restricted Cash - All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Cash balances at a limited number of banks may periodically exceed insurable amounts. We believe that we mitigate our risk by investing in or through major financial institutions. At December 31, 2017

Short-term Investments - Investments with an original maturity of greater than three months and 2016, we had cash equivalentless than one year from the date of purchase are considered short-term investments and are stated at fair value. Interest on our short-term investments is recognized as interest income in highly liquid money market accounts at major financial institutionsour Consolidated Statement of $3.0 million and $672,000, respectively.Operations.


The restricted cash represents the cash proceeds from property sales that are being held by a qualified intermediary in anticipation of such amounts subsequently being invested in a tax efficient manner under Section 1031 of the Internal Revenue Code of 1986, as amended.

Deferred Charges - Deferred charges include deferred lease costs and other intangible assets consisting of fees and costs incurred to originate operating leases and are amortized over the expected lease term. Deferred lease costs capitalized, including amounts paid to third-party brokers and payroll and relatedinternal leasing costs of employees directly involved in originating leases for the years ended December 31, 2017, 20162023, 2022 and 20152021 were as follows (in thousands):
202320222021
Deferred lease costs capitalized- payroll and related costs$1,696 $1,338 $1,233 
Total deferred lease costs capitalized$3,101 $2,570 $5,115 
  2017 2016 2015
Deferred lease costs capitalized $6,584
 $7,013
 $7,803


Of the amounts capitalized during 2017, 2016 and 2015 the following were related to payroll and related costs (in thousands):
  2017 2016 2015
Deferred lease costs capitalized- payroll and related costs $6,098
 $6,210
 $6,236

The amount of payroll and related costs capitalized is based on our estimate of the time and amount of costs directly related to originating leases. Deferred lease costs and other intangible assets also include the value of leases and origination costs deemed to have been acquired in real estate acquisitions.

Deferred financing costs - Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized over the terms of the respective loans. Unamortizedloans on a straight-line basis, which approximates the effective interest method. Deferred financing costs are presented in the accompanying consolidated balance sheets as a direct deduction of the carrying amount of the related debt liability, except those incurred under a revolving-debt arrangement, which are presented as a component of other assets. Upon repayment, or in conjunction with a material change in the terms of the underlying debt agreement, remaining unamortized costs are written off as a component of net interest expense. Amortization of deferred financing costs are charged to expense when debt is retired before the maturity date.included as a component of net interest expense. See Note 9.


Captive Insurance - We have a wholly-owned captive insurance company that is responsible for losses up to certain deductible levels per occurrence for property damage (including wind damage from hurricanes) prior to third-party insurance coverage. Insurance losses are reflected in property operating expenses and include estimates of costs incurred, both reported and unreported.
F-22


Impairment of Long-Lived Assets - Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value. FairThe cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets. The estimated fair value is determined using anbased primarily on the income approach. The income approach whereby we considerinvolves discounting the prevailing marketestimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. Discount rates and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and stabilized net operating income projections. Weother financial and industry data.

If our expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future. For example, the Foxwoods center, which is part of a casino property, continues to face leasing challenges that could lead to further declines in occupancy, rental revenues and cash flows in the future. Such challenges, or a change in our expected holding period, could result in additional impairment charges recognized no impairment losses for our consolidated properties during the years ended December 31, 2017, 2016, and 2015, respectively. See Note 6 for discussion of the impairmentFoxwoods property. In addition, one of our unconsolidated joint ventures atcenters has an estimated fair value less than its recorded carrying value of approximately $111.1 million. We continue to monitor facts and circumstances and events in future periods that could affect inputs such as the Bromont, Quebecexpected holding period, operating cash flow forecasts and Saint Sauveur, Quebec outlet centers.capitalization rates, utilized to determine whether an impairment charge is necessary. We can provide no assurance that material impairment charges with respect to our properties will not occur in future periods.


Rental PropertyProperties Held For Sale - Rental properties designated as held for sale are stated at the lower of their carrying value or their fair value less costs to sell. We classify rental property as held for sale when our Board of Directors (the "Board") approves the sale of the assets and it meets the requirements of current accounting guidance. Subsequent to this classification, no further depreciation is recorded on the assets.



F-23




Impairment of Joint Venture Investments - On a periodic basis or if circumstances exist, we assess whether there are any indicators that the value of our investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investments, and such decline in value is deemed to be other than temporary. To the extent an other than temporary impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment. Our estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, discount and capitalization rates, changes in market rental rates and operating costs of the property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the values estimated by us in our impairment analysis may not be realized.


Sales of Real Estate - For sales transactions meetingof real estate where we have consideration to which we are entitled in exchange for transferring the requirements for full profit recognition,real estate, the related assets and liabilities are removed from the balance sheet and the resultingresultant gain or loss is recorded in the period the transaction closes. For sales transactions with continuingAny post sale involvement afteris accounted for as separate performance obligations and when the sale, if the continuing involvement with the property is limited by the terms ofseparate performance obligations are satisfied, the sales contract, profitprice allocated to each is recognized at the time of sale and is reduced by the maximum exposure to loss related to the nature of the continuing involvement. Sales to entities in which we have or receive an interest are accounted for using partial sale accounting.recognized.


For transactions that do not meet the criteria for a sale, we evaluate the nature of the continuing involvement, including put and call provisions, if present, and account for the transaction as a financing arrangement, profit-sharing arrangement, leasing arrangement or other alternate method of accounting, rather than as a sale, based on the nature and extent of the continuing involvement. Some transactions may have numerous forms of continuing involvement. In those cases, we determine which method is most appropriate based on the substance of the transaction.


Discontinued Operations -Properties that are sold or classified as held for sale are classified as discontinued operations provided that the disposal represents a strategic shift that has (or will have) a major effect on our operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity).


F-23


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


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


Income Taxes - We operate in a manner intended to enable the Company to qualify as a REIT under the Internal Revenue Code. A REIT which distributes at least 90% of its taxable income to its shareholders each year and which meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. We intend to continue to qualify as a REIT and to distribute substantially all of the Company's taxable income to its shareholders. Accordingly, no provision has been made in the Company's consolidated financial statements for FederalU.S. federal income taxes. As a partnership, the allocated share of income or loss for the year with respect to the Operating Partnership is included in the income tax returns for the partners; accordingly, no provision has been made for FederalU.S. federal income taxes in the Operating Partnership's consolidated financial statements. In addition, we continue to evaluate uncertain tax positions. The tax years 2014 - 20172019 through 2022 remain open to examination by the major tax jurisdictions to which we are subject.


F-24





With regard to the Company's unconsolidated Canadian joint ventures, deferred tax assets result principally from depreciation deducted under United States Generally Accepted Accounting Principles ("GAAP")GAAP that exceed capital cost allowances claimed under Canadian tax rules. A valuation allowance is provided if we believe all or some portion of the deferred tax asset may not be realized. We have determined that a full valuation allowance is required as we believe none ofit is not probable that the deferred tax assets will be realized.


For income tax purposes, distributions paid to the Company's common shareholders consist of ordinary income, capital gains, return of capital or a combination thereof. Dividends per share for the years ended December 31, 2017, 20162023, 2022 and 20152021 were taxable as follows:
Common dividends per share:202320222021
Ordinary income$0.8464 $0.8025 $— 
Capital gain0.1236 — — 
Return of capital— — 0.7150 
$0.9700 $0.8025 $0.7150 
Common dividends per share: 2017 2016 2015
Ordinary income $1.1660
 $1.2459
 $1.2846
Capital gain 
 0.0141
 0.0204
Return of capital 0.1865
 
 
  $1.3525
 $1.2600
 $1.3050


The following reconciles net income available to the Company's shareholders to taxable income (loss) available to common shareholders for the years ended December 31, 2017, 20162023, 2022 and 20152021 (in thousands):
202320222021
Net income available to the Company's shareholders$99,151 $82,063 $9,118 
Book/tax difference on:
Depreciation and amortization(13,386)3,688 21,750 
Sale of assets and interests in unconsolidated entities(3,236)5,328 (92,998)
Equity in earnings from unconsolidated joint ventures2,668 12,511 (4,461)
Share-based payment compensation4,655 11,822 6,797 
Other differences6,239 1,851 8,914 
Taxable income (loss) available to common shareholders$96,091 $117,263 $(50,880)




F-24


  2017 2016 2015
Net income available to the Company's shareholders $68,002
 $193,744
 $211,200
Book/tax difference on:      
Depreciation and amortization 10,685
 1,666
 12,446
Sale of assets and interests in unconsolidated entities (8,718) (8,688) (110,248)
Equity in earnings from unconsolidated joint ventures 15,662
 4,305
 6,772
Share-based payment compensation 221
 4,596
 4,751
Gain on previously held interest in acquired joint venture 
 (91,467) 
Other differences (1,089) 6,294
 (2,831)
Taxable income available to common shareholders $84,763
 $110,450
 $122,090

Revenue Recognition - As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of ASC 842. We utilized the practical expedient in Accounting Standards Update ("ASU") 2018-11 to account for lease and non-lease components as a single component which resulted in all of our revenues associated with leases being recorded as rental revenues in the consolidated statements of operations. Base rentals are recognized on a straight-line basis over the term of the lease. Tenant expense reimbursements are recognized in the period the applicable expenses are incurred. As a result of combining all components of a lease, all fixed contractual payments, including consideration received from certain executory costs, are now recognized on a straight-line basis. Straight-line rent adjustments are recorded as a receivable in other assets on the consolidated balance sheets were approximately $51.9 million and $46.8 million assheets. Common area maintenance expense reimbursements are based on the tenant's proportionate share of December 31, 2017 and 2016, respectively. the allocable operating expenses for the property.

As a provision of a tenant lease, if we make a cash payment to the tenant for purposes other than funding the construction of landlord assets, we defer the amount of such payments as a lease incentive. We amortize lease incentives as a reduction of base rental revenue over the term of the lease. Substantially allThe majority of our leases contain provisions whichthat 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. For certain tenants, we receive a fixed payment for common area maintenance ("CAM") which is recognized as revenue when earned. When not reimbursed by the fixed-CAM component, CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses for the property. Payments received from the early termination of leases are recognized as revenue from the time the payment is receivable until the tenant vacates the space.

The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. If a tenant terminates its lease prior to the original contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related above or below market lease value will be written off.


F-25





We receive development, leasing, loan guarantee, management and marketing fees from third parties and unconsolidated affiliates for services provided to properties held in joint ventures.ventures and managed properties. Development and leasing fees received from unconsolidated affiliates are recognized as revenue when earned to the extent of the third party partners' ownership interest. Development and leasing fees earned to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate. Loan guarantee fees are recognized over the term of the guarantee. Management fees and marketing fees are recognized as revenue when earned. Fees recognized from these activities are shown as management, leasing and other services in our consolidated statements of operations. FeesOur share of fees received from consolidated joint ventures are eliminated in consolidation. Expense reimbursements from unconsolidated joint ventures are recognized in the period the applicable expenses are incurred.


Operating Lease Receivable - Our accounts receivable from tenants, which is recorded in prepaids and other assets on the consolidated balance sheets, has increased from approximately $8.6 million at December 31, 2022 to approximately $8.9 million at December 31, 2023. Straight-line rent adjustments recorded as a receivable in prepaid and other assets on the consolidated balance sheets were approximately $48.9 million and $51.1 million as of December 31, 2023 and December 31, 2022, respectively.

Individual leases are assessed for collectability and upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are written off as an adjustment to rental revenue. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, we assess whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends including discussions with tenants for potential lease amendments. Our estimate of the collectability of accrued rents and accounts receivable is based on the best information available to us at the time of preparing the financial statements.

Concentration of Credit Risk - We perform ongoing credit evaluations of our tenants. Although the tenants operate principally in the retail industry, the properties are geographically diverse. No single tenant accounted for 10% or more of combined base and percentage rental incomerevenues or gross leasable area during 2017, 20162023, 2022 or 2015.2021.


F-25


Supplemental Cash Flow Information - We purchase capital equipment and incur costs relating to construction of new facilities, including tenant finishing allowances. Expenditures included in accounts payable and accrued expenses were as follows for the years ended December 31, 2017, 20162023, 2022 and 20152021 (in thousands):
 202320222021
Costs relating to construction included in accounts payable and accrued expenses$29,193 $20,084 $11,663 
  2017 2016 2015
Costs relating to construction included in accounts payable and accrued expenses $32,060
 $22,908
 $28,665

See Note 3, for additional non-cash information associated with our acquisitions of rental property.

A non-cash financing activity that occurred during the 2015 period related to a special dividend of $21.2 million that was declared in December 2015 and paid in January 2016.


Interest paid, net of interest capitalized was as follows for the years ended December 31, 2017, 20162023, 2022 and 20152021 (in thousands):
202320222021
Interest paid, net of interest capitalized$46,923 $40,839 $45,114 
  2017 2016 2015
Interest paid, net of interest capitalized $56,730
 $50,270
 $49,542

Accounting for Equity-Based Compensation - We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (Amended and Restated as of April 4, 2014)May 19, 2023) (the "Plan"), which covers our independent directors, officers and our employees. We may issue non-qualified options and other equity-based awards under the Plan. We account for our equity-based compensation plan under the fair value provisions of the relevant accounting guidance and we estimate expected forfeitures in determining compensation cost.


Foreign Currency Translation - We have entered into a co-ownership agreement with RioCan Real Estate Investment Trust to develop and acquire outlet centers in Canada for which the functional currency is the local currency. The assets and liabilities related to our investments in Canada are translated from their functional currency into U.S. Dollars at the rate of exchange in effect on the balance sheet date. Income statement accounts are translated using the average exchange rate for the period. Our share of unrealized gains and losses resulting from the translation of these financial statements are reflected in equity as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets.


Recently adoptedissued accounting standards

On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. This ASU was effective as of March 12, 2020 through December 31, 2022. In January 2017,2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which refined the scope of Topic 848 and clarified some of its guidance. Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments are effective immediately for all entities. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which defers the sunset date on the topic of reference rate reform from December 31, 2022, to December 31, 2024. An entity may elect to apply the amendments on a full retrospective basis. In October 2022, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. This was done as we modified all of our current interest rate derivative contracts, changing the indexes from LIBOR to Adjusted SOFR. We have and will continue to elect to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments. Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other applicable elections as additional changes in the market and with respect to our debt and derivative instruments occur.




F-26


On August 22, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, an update to ASC Topic 805, Business Combinations. ASU 2023-05 clarifies existing guidance by requiring a joint venture to recognize and initially measure assets contributed and liabilities assumed at fair value, upon its formation. These amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. We are evaluating the impact of ASU 2023-05 on our consolidated financial statements. We will apply the provisions of ASU 2023-05 to new joint ventures, as applicable, but do not believe the adoption of ASU 2023-05 will have a material impact on our consolidated financial statements.

In November 2023, the Financial Accounting Standards Board ("FASB"(“FASB”) issued Accounting Standards Update ("ASU") 2017-01, Clarifying the Definition of a Business2023-07, Segment Reporting (Topic 805)280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2017-012023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The ASU also clarifies the definition ofthat entities with a businesssingle reportable segment are subject to both new and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. ASU 2017-01 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The update should be applied prospectively. We early adopted this standard on January 1, 2017. We believe most of our future acquisitions of operating properties will qualify as asset acquisitions and certain transaction costs associated with these acquisitions will be capitalized.




F-26




In August 2016, the FASB issued ASU 2016-15, the Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force), which finalizes Proposed ASU No. EITF-15F of the same name, and addresses stakeholders’ concerns regarding diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flowsexisting reporting requirements under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 clarifies280. This guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle.  This ASU is effective for fiscal years beginning after December 15, 20172023, and for interim periods within those fiscal years, with early adoption permitted. The ASU should be adopted using a retrospective transition approach. We early adopted ASU 2016-15 during the third quarter of 2017, with retrospective application to our consolidated statements of cash flows. For distributions received from equity method investees, we have chosen the cumulative-earnings approach, which is also our current policy for these distributions. ASU 2016-15 requires debt prepayment or debt extinguishment costs to be classified as cash outflows for financing activities. As such, the make-whole premium related to the 2020 notes has been classified as a financing activity. The retrospective application of ASU 2016-15 had no impact on any of the prior periods presented.

Recently issued accounting standards to be adopted - In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. The new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. The amendments can be adopted immediately in any interim or annual period (including the current period). The mandatory effective date for calendar year-end public companies is January 1, 2019. We are currently evaluating the impact of adopting the new guidance, but we do not expect the adoption to have a material impact on our consolidated financial statements.

In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets." ASU 2017-05 clarifies the definition of an in-substance nonfinancial asset and changes the accounting for partial sales of nonfinancial assets to be more consistent with the accounting for a sale of a business pursuant to ASU 2017-01. This update is effective for interim and annual periods beginning after December 15, 2017 using a full retrospective or modified retrospective method and is required to be adopted in conjunction with ASU 2014-09, "Revenue from Contracts with Customers" discussed below. We adopted ASU 2017-05 effective January 1, 2018, along with our adoption of ASU 2014-09, using the modified retrospective approach. We do not actively sell operating properties as part of our core business strategy and, accordingly, the sale of properties does not generally constitute a significant part of our revenue and cash flows. Subsequent to adoption, we believe most of our future contributions of nonfinancial assets to our joint ventures where we cease to have a controlling financial interest, if any, will result in the recognition of a full gain or loss as if we sold 100% of the nonfinancial asset and we will also measure our retained interest at fair value.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in cash, cash equivalents, and amounts generally described as restricted cash. Amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The update should be applied retrospectively to each period presented.  The pronouncement is effective for fiscal years, and for interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted. We adopted this pronouncement for our fiscal year beginning January 1, 2018,2024, and the pronouncement will result in changes to our consolidated statements of cash flows such that restricted cash amounts will be included in the beginning-of-period and end-of-period cash and cash equivalents totals.




F-27




In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance in September 2017 within ASU 2017-13 (collectively, Topic 842). Topic 842, amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. Topic 842 will be effective beginning in the first quarter of 2019.requires retrospective adoption. Early adoption of Topic 842 as of its issuance is permitted. We will adopt Topic 842 effective January 1, 2019. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after,are evaluating the dateimpact of initial application, with an option to use certain transition relief. Based on a preliminary assessment, we expect our significant operating lease commitments, primarily ground leases, will be required to be recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in an increase in the assets and liabilities on our consolidated balance sheets. Upon adoption, we anticipate separating lease components from nonlease components, which will be evaluated under Topic 606, as described below. We are continuing our evaluation, which may identify additional impacts this standard will haveguidance on our consolidated financial statements and related disclosures.


In May 2014,December 2023, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606, as amended, (collectively, Topic 606)2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). Topic 606 is based onASU 2023-09 updates income tax disclosures related to the principle that revenue is recognizedrate reconciliation and requires disclosure of income taxes paid by jurisdiction. The ASU also makes several other changes to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Topic 606 applies to all contracts with customers, except those that are within the scope of other topics in the FASB's Accounting Standards Codification, including real estate lease contracts, which the majority of our revenue is derived.income tax disclosure requirements. The guidance also provides a modelis effective for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets, such as property, including real estate.fiscal years beginning after December 15, 2024. The guidance should be applied prospectively; however, retrospective application is permitted. Early adoption is permitted. We are required to adoptevaluating the new pronouncement in the first quarterimpact of fiscal 2018 using one of two retrospective application methods.

We adopted Topic 606 effective January 1, 2018 using the modified retrospective approach. Our revenues that will be impacted by this standard primarily include revenue from management, marketing, development, and leasing fees for services performed related to various joint ventures that we manage and other ancillary income earned at our properties. While the total revenue recognized over time would not differ under the new guidance the recognition pattern may be different under the new guidance. For the years ended December 31, 2017 and December 31, 2016, these revenues were approximately 3% of consolidated revenue, for both periods. As a result, the adoption of Topic 606 or related amendments and modifications by the FASB will not have a material impact on the amount of revenue we recognize in our consolidated financial statements and we will not have a cumulative catch-up upon the adoption of this standard.related disclosures.



F-27


3.    Acquisition of Rental Property Acquisitions


2017 Acquisition2023 Acquisitions


FoxwoodsAsheville


In November 2017,2023, we successfully settled litigation with the estate of our former partnerpurchased Asheville Outlets in the Foxwoods, Connecticut joint venture.  In return for mutual releases and no cash consideration, the estate tendered its partnership interest to the Company. Prior to this settlement, we hadAsheville, North Carolina, a 100% economic interest in the consolidated joint venture as a result of our preferred equity interest and the capital and distribution provisions in the joint venture agreement. See Note 5 for further details with regards to the Foxwoods property.

2016 Acquisitions

Savannah

In August 2016, the Savannah joint venture, which owned the382,000 square foot outlet center, in Pooler, Georgia, distributed all outparcels along with $15.0for net purchase price of $70 million in cash consideration to the other partner in exchangeusing cash. We accounted for the partner's ownership interest. We contributedtransaction as an asset acquisition and additionally capitalized approximately $295,000 in transaction costs once the $15.0acquisition was deemed probable.

Huntsville

In November 2023, we purchased Bridge Street Town Centre in Huntsville, Alabama, an 825,000 square foot lifestyle center (including approximately 174,000 square feet ground leased to tenants), for $193.5 million inusing cash, consideration to the joint venture, which we funded with borrowingsproceeds from our ATM Offering Program, and amounts available under our unsecured lines of credit. At closing, we received a $5.4 million credit for unpaid tenant allowances. We accounted for the time oftransaction as an asset acquisition the property was subject to a $96.9and additionally capitalized approximately $1.3 million construction loan, with an interest rate of LIBOR + 1.65%, that would have matured in May 2017. In September 2016, we repaid the mortgage loan with borrowings under our unsecured lines of credit.


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The former joint venture is now wholly-owned by us and was consolidated in our financial results as oftransaction costs once the acquisition date.  Priorwas deemed probable.

The assets acquired were recorded at relative fair value as determined by management, with the assistance of third party valuation specialists, based on information available at the acquisition dates and on current assumptions as to this transaction, we owned a 50% legal interest in the joint venture since its formation and accounted for it under the equity method of accounting. However, duefuture operations (See Note 2). The consideration transferred to preferred equity contributions we made to the joint venture,complete these rental property acquisitions and the returns earned on those contributions, our estimated economic interest inpurchase price allocation amongst the book value of theidentifiable assets acquired and liabilities assumed was approximately 98%. Therefore, substantially all of the earnings of the joint venture were previously recognized by us as equity in earnings of unconsolidated joint ventures. follows:

Fair value
 (in thousands)
Weighted-Average Amortization Period (in years)
Land$28,524 
Buildings, improvements and fixtures202,276 31.33
Deferred lease costs and other intangibles:
   Above market lease value6,992 3.62
   Below market lease value(6,433)3.31
   Lease in place value26,438 3.62
   Lease and legal costs7,259 3.83
      Total deferred lease costs and other intangibles, net34,256 
Total fair value of assets acquired$265,056 

There was no contingent consideration associated with this acquisition. The joint venture incurred approximately $260,000 in third-party acquisition related costs for the acquisitionthese acquisitions.


4.    Development of the venture partner's interest that were expensed as incurred. AsConsolidated Rental Properties

2023 Developments

In October 2023, we opened a result of acquiring the remaining interest in the Savannah joint venture, we recorded a gain of $46.3 million which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the joint venture.

Non-cash investing activities related to the purchase of our partners' interest in the Savannah joint venture, include the assumption of debt totaling $96.9 million. In addition, rental property and lease related intangible assets and liabilities increased by a net of $46.3 million related to the fair value of our previously held interest in excess of our carrying amount; prepaids and other assets increased $250,000 and accounts payable and accrued expenses increased $2.1 million from the assumption of current assets and liabilities.

Westgate

In June 2016, we completed the purchase of our partners' interest in the Westgate joint venture, which owned the outlet291,000 square foot center in Glendale, Arizona, for a total cash priceNashville, Tennessee that was 96.5% occupied. As of approximately $40.9 million. Prior to the transaction,December 31, 2023 we owned a 58% interest in the Westgate joint venture since its formation in 2012 and accounted for it under the equity method of accounting. The former joint venture is now wholly-owned by us and was consolidated in our financial results as of June 30, 2016.

The total cash price included $39.0 million to acquire the 40% ownership interest held by the equity partner in the joint venture. We also purchased the remaining 2% noncontrolling ownership interests in the Westgate outlet center held in a consolidated partnership for a purchase price of $1.9 million. The acquisition of the noncontrolling ownership interest was recorded as an equity transaction and, as a result, the carrying balances of the noncontrolling interest were eliminated and the remaining difference between the purchase price and carrying balance was recorded as a reduction in additional-paid-in-capital. We funded the total purchase price with borrowings under our unsecured lines of credit. At the time of the acquisition, the property was subject to a $62.0 million mortgage loan, with an interest rate of LIBOR + 1.75% and a maturity in June 2017. In August 2016, we repaid the mortgage loan in full with proceeds from the public offering of $250.0had incurred $143.4 million in senior notes due 2026.construction costs.


There was no contingent consideration associated with this acquisition. We incurred approximately $127,000 in third-party acquisition related costs for the acquisition of our partners' interest in the Westgate joint venture that were expensed as incurred. As a result of acquiring the remaining interest in the Westgate joint venture, we recorded a gain of $49.3 million which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the joint venture.

Non-cash investing activities related to the purchase of our partners' interest in the Westgate joint venture, include the assumption of debt totaling $62.0 million. In addition, rental property and lease related intangible assets and liabilities increased by a net of $49.3 million related to the fair value of our previously held interest in excess of our carrying amount; prepaids and other assets increased $227,000 and accounts payable and accrued expenses increased $5.0 million from the assumption of current assets and liabilities.

The following table illustrates the fair value of the aggregate consideration transferred to acquire the equity interests of the Savannah and Westgate properties at the acquisition date for the year ended 2016 (in thousands):
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Cash transferred for equity interests$54,000
Fair value of our previously held interests145,581
Fair value of net assets$199,581


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The following table illustrates the aggregate fair value of the amounts of the identifiable assets acquired and liabilities assumed and recognized at the acquisition date for the Savannah and Westgate properties acquired during the year ended 2016:
  
Fair Value
 (in thousands)
 Weighted-Average Amortization Period (in years)
Cash $8,781
  
Land 27,593
  
Buildings, improvements and fixtures 308,117
  
Deferred lease costs and other intangibles    
Above market lease value 15,882
 7.2
Lease in place value 13,972
 5.9
Lease and legal costs 10,264
 6.4
Total deferred lease costs and other intangibles 40,118
  
Prepaids and other assets 477
  
Debt (158,994)  
Accounts payable and accrued expenses (7,183)  
Other liabilities (below market lease value) (19,328) 12.0
Total fair value of net assets $199,581
  

The fair values were determined based on an income approach, using a rental growth rate of 3.0%, a discount rate between 7.50% and 8.25%, and a terminal capitalization rate between 5.75% and 7.0%. The estimated fair values were determined to have primarily relied upon Level 3 inputs, as defined in Note 12.

The Company has finalized the valuations and completed the purchase price allocations. During the measurement period, we adjusted the Westgate purchase price allocation based upon information that was received subsequent to the acquisition date that related to conditions that existed as of that date. This adjustment increased above market lease value by $1.6 million, and decreased buildings, improvements and fixtures by $5.6 million, below market lease value by $4.8 million, lease in place value by $628,000 and land by $150,000.


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4.5. Disposition of Properties


The following table sets forth the properties sold forduring the years ended 2017, 20162023, 2022 and 20152021 (in thousands):.
PropertyLocationsDate SoldSquare FeetNet Sales ProceedsGain on Sale
2022 Dispositions: (1)
Blowing RockBlowing Rock, North CarolinaDecember 2022104 $12,400 $3,156 
2021 Dispositions: (1)
JeffersonvilleJeffersonville, OhioJanuary 2021412 $8,100 $— 
516 $20,500 $3,156 
(1)The rental properties sold did not meet the criteria to be reported as discontinued operations.

Properties Locations Date Sold Square Feet Net Sales Proceeds Gain on Sale
           
2017 Dispositions:(1)
          
Westbrook Westbrook, CT May 2017 290
 $39,213
 $6,943
           
2016 Dispositions:(1)
          
Fort Myers Fort Myers, FL January 2016 199
 $25,785
 $4,887
Land outparcel Myrtle Beach, SC September 2016 
 $2,921
 1,418
          $6,305
           
2015 Dispositions:(1)(2)
          
Barstow Barstow, CA October 2015 171
 $105,793
 $86,506
Kittery I and II, Tuscola, and West Branch Kittery, ME, Tuscola, IL, and West Branch, MI September 2015 439
 $43,304
 20,215
          $106,721
(1)The rental properties did not meet the criteria set forth in the guidance for reporting discontinued operations (See Note 2), thus their results of operations have remained in continuing operations.
(2)We received combined net proceeds of $149.1 million of which $121.3 million was recorded in restricted cash as of December 31, 2015. The restricted cash represented the cash proceeds from property sales that were being held by a qualified intermediary for such amounts subsequently being invested in the 2016 period in a tax efficient manner under Section 1031 of the Internal Revenue Code of 1986, as amended.

5. Development of Consolidated Rental Properties

2017 Developments

Fort Worth

In October 2017, we opened a 352,000 square foot wholly-owned outlet center in the greater Fort Worth, Texas area. The outlet center is located within the 279-acre Champions Circle mixed-use development adjacent to Texas Motor Speedway.

Lancaster Expansion

In September 2017, we opened a 123,000 square foot expansion of our outlet center in Lancaster, Pennsylvania.

2016 Developments

Daytona Beach

In November 2016, we opened an approximately 352,000 square foot, wholly-owned, outlet center in Daytona Beach, Florida.


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2015 Developments

Foxwoods

In May 2015, we opened an approximately 312,000 square foot outlet center at the Foxwoods Resort Casino in Mashantucket, Connecticut. Prior to the settlement of the litigation with our former joint venture partner related to the Foxwoods property as described further in Note 3 above, we owned a controlling interest in the joint venture which was consolidated for financial reporting purposes.

Grand Rapids

In July 2015, we opened an approximately 352,000 square foot wholly-owned outlet center near Grand Rapids, Michigan.

Southaven

In November 2015, we opened an approximately 320,000 square foot outlet center in Southaven, Mississippi. We own a controlling interest in the joint venture which is consolidated for financial reporting purposes.

As of December 31, 2017, based upon the liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value, our economic interest would represent substantially all of the economic benefit of the property. Our economic interest may fluctuate based on a number of factors, including mortgage financing, partnership capital contributions and distributions, and proceeds from asset sales.


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6. Investments in Unconsolidated Real Estate Joint Ventures


The equity method of accounting is used to account for each of the individual joint ventures. We have an ownership interest in the following unconsolidated real estate joint ventures:
As of December 31, 2023
Joint VentureCenter LocationsOwnership %Square Feet
(in 000's)
Carrying Value of Investment (in millions)
Total Joint Venture Debt, Net
(in millions) (1)
Investments included in investments in unconsolidated joint ventures:
RioCan CanadaOntario, Canada50.0 %665 $71.9 — 
Investments included in other liabilities:
Charlotte (2)
Charlotte, NC50.0 %399 $(20.8)$99.2 
National Harbor (2)
National Harbor, MD50.0 %341 (13.7)93.3 
Galveston/Houston (2)
Texas City, TX50.0 %353 (13.0)57.1 
ColumbusColumbus, OH50.0 %355 (3.4)70.4 
$(50.9)$320.0 
As of December 31, 2017
Joint Venture Outlet Center Location Ownership % 
Square Feet
(in 000's)
 Carrying Value of Investment (in millions) 
Total Joint Venture Debt, Net
(in millions)(1)
Columbus Columbus, OH 50.0% 355
 $1.1
 $84.4
National Harbor National Harbor, MD 50.0% 341
 2.5
 86.4
RioCan Canada Various 50.0% 923
 115.8
 11.1
Investments included in investments in unconsolidated joint ventures     $119.4
 

           
Charlotte(2)
 Charlotte, NC 50.0% 398
 $(4.1) $89.8
Galveston/Houston(2)
 Texas City, TX 50.0% 353
 (13.0) 79.4
Investments included in other liabilities     $(17.1) 

As of December 31, 2022
Joint VentureCenter LocationsOwnership %Square Feet
(in 000's)
Carrying Value of Investment (in millions)
Total Joint Venture Debt, Net
(in millions) (1)
Investments included in investments in unconsolidated joint ventures:
RioCan CanadaOntario, Canada50.0 %665 $73.8 — 
Investments included in other liabilities:
Charlotte (2)
Charlotte, NC50.0 %399 $(18.8)$99.7 
National Harbor (2)
National Harbor, MD50.0 %341 (12.8)94.6 
Galveston/Houston (2)
Texas City, TX50.0 %353 (15.5)64.5 
ColumbusColumbus, OH50.0 %355 (2.4)70.3 
$(49.5)$329.0 

(1)Net of debt origination costs of $2.1 million and $1.5 million as of December 31, 2023 and 2022, respectively.
(2)We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income or loss of the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures.
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As of December 31, 2016
Joint Venture Outlet Center Location Ownership % 
Square Feet
(in 000's)
 Carrying Value of Investment (in millions) 
Total Joint Venture Debt, Net
(in millions)(1)
Columbus Columbus, OH 50.0% 355
 $6.7
 $84.2
National Harbor National Harbor, MD 50.0% 341
 4.1
 86.1
RioCan Canada Various 50.0% 901
 117.3
 11.1
Investments included in investments in unconsolidated joint ventures     $128.1
 

           
Charlotte(2)
 Charlotte, NC 50.0% 398
 $(2.5) $89.7
Galveston/Houston(2)
 Texas City, TX 50.0% 353
 (3.8) 64.9
Investments included in other liabilities     $(6.3) 


(1)Net of debt origination costs and including premiums of $1.4 million and $1.6 million as of December 31, 2017 and December 31, 2016, respectively.
(2)The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners.

Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands):
Year Ended December 31,
202320222021
Fees:
Management and marketing$2,196 $2,207 $2,347 
Leasing and other fees330 194 228 
Expense reimbursements from unconsolidated joint ventures4,881 4,432 3,836 
Total Fees$7,407 $6,833 $6,411 
  Year Ended December 31,
  2017 2016 2015
Fees:      
Management and marketing $2,310
 $2,744
 $2,853
Development and leasing 124
 651
 1,827
Loan guarantee 18
 452
 746
Total Fees $2,452
 $3,847
 $5,426



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Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Condensed Combined Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures.ventures. The differences in basis (totaling $4.2in bases (totaling $2.8 million and $3.7$3.2 million as of December 31, 20172023 and 2016,2022, respectively) are amortized over the various useful lives of the related assets.


Charlotte


In July 2014, we opened an approximately 398,000 square foot outlet center in Charlotte, North Carolina that was developed through, and is owned by, a joint venture formed in May 2013. TheIn June 2018, the joint venture has an outstanding interest-onlyclosed on a $100.0 million mortgage loan forwith a fixed interest rate of approximately 4.3% and a maturity date of July 2028. The proceeds from the loan were used to pay off the existing $90.0 million atmortgage loan with an interest rate of LIBOR + 1.45%., which had an original maturity date of November 2018. The joint venture distributed the incremental net loan initially matures in November 2018, with the optionproceeds of $9.3 million equally to extend the maturity for one additional year. its partners.Our partner is providingprovides property management, marketing and leasing services to the joint venture.


Columbus


In June 2016, we opened an approximately 355,000 square foot outlet center in Columbus, Ohio. The development was initially fully funded with equity contributed to the joint venture by Tangerthe Company and its partner. In November 2016,September 2022, the joint venture closed on an interest-only mortgagerefinanced its mortgage. The $71.0 million non-recourse loan has a maturity date of $85.0 million at anOctober 2032 and a fixed interest rate of LIBOR + 1.65%6.25%. The loan initially matures in November 2019, with two one-year extension options. The joint venture received net loan proceeds of $84.2 million and distributed them equally to the partners. We are providingprovide property management, marketing and leasing services to the joint venture.

Galveston/Houston


In October 2012, we opened an approximately 353,000 square foot outlet center in Texas City, Texas that was developed through, and is owned by, a joint venture formed in June 2011. In July 2017,February 2021, the Galveston/Houston joint venture amended and restated the initial constructionits mortgage loan to increase the amount available to borrow from $70.0 million to $80.0 million and extended extend the maturity date until July 2020 with two one-year options.to June 2023, which required a reduction in principal balance from $80.0 million to $64.5 million. The amended and restated loanamendment also changed the interest rate from LIBOR + 1.50%1.65% to LIBOR + 1.65%1.85%. AtEach partner made a capital contribution of $7.0 million to fund the closing of the amendment,reduction in principal balance.

In June 2023, the joint venture distributed approximately $14.5completed the refinance of its mortgage, resulting in a reduction in principal balance from $64.5 million equally betweento $58.0 million. The new loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00%. In conjunction with this refinancing, the partners.joint venture entered into a $29.0 million interest rate swap agreement that fixes Daily SOFR at 4.44% until December 2025. We are providingprovide property management, marketing and leasing services to the outlet center. joint venture.

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National Harbor


In November 2013, we opened an approximately 341,000 square foot outlet center at National Harbor in the Washington, D.C. Metro area that was developed through, and is owned by, a joint venture formed in May 2011. TheIn December 2018, the joint venture has an outstanding interest-onlyclosed on a $95.0 million mortgage loan with a fixed interest rate of approximately 4.6% and a maturity date of January 2030. The proceeds from the loan were used to pay off the $87.0 million construction loan with an interest rate of $87.0 million with aLIBOR + 1.65%, which had an original maturity date of November 2019. The joint venture distributed the incremental net loan carries an interest rateproceeds of LIBOR + 1.65%.$7.4 million equally to its partners. We are providingprovide property management, marketing and leasing services to the joint venture.


RioCan Canada


We have a 50/50 co-ownership agreement with RioCan Real Estate Investment Trust to developoperate and acquire outletmanage centers in Canada. Under the agreement, any outlet centers developed or acquired will be branded as Tanger Outlet Centers. Prior to July 2017, we providedWe provide leasing and marketing services for the outlet centers and RioCan providedprovides development and property management services.Subsequent to July 2017, we have agreed to provide marketing services for the outlet centers and RioCan has agreed to provide development, leasing and property management services.


In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Outlet Center in Canada. In March 2016, the co-owners opened an approximately 28,000 square foot expansion related to an anchor tenant bringing the total square feet of the outlet center to approximately 316,000 square feet. In 2016, the co-owners commenced construction on aan approximately 39,000 square foot expansion, which opened during the second quarter of 2017.


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In November 2014, the co-owners opened an approximately 149,000 square foot expansion2017 to the existing Cookstown Outlet Mall, bringingbring the total square feet of the outlet center to approximately 357,000. In November 2020, the RioCan joint venture closed on the sale of an outparcel located at Tanger Outlets Ottawa for net proceeds of approximately $5.5 million, at a gain of approximately $2.0 million. Our share of the net proceeds was approximately $2.8 million, and our share of the gain was approximately $1.0 million.
In addition, the RioCan Canada co-owners own Tanger Outlets Cookstown, which is approximately 308,000 square feet.


Other properties owned byIn March 2021, the RioCan Canada co-owners include Les Factoreries Saint-Sauveur and Bromont Outlet Mall. Les Factoreries Saint-Sauveur isjoint venture closed on the sale of its approximately 116,000 square feet and the Bromont Outlet Mall isfoot center in Saint-Sauveur, for net proceeds of approximately 161,000 square feet.

Rental property held and used by our joint ventures are 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 estimated future undiscounted cash flows associated with the asset is compared to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value.

During 2016, the joint venture determined for its Bromont, Quebec outlet center that the estimated future undiscounted cash flows of that property did not exceed the property's carrying value based on the reduction in the property's net operating income. Therefore, the joint venture recorded a $5.8 million non-cash impairment charge in its statement of operations, which equaled the excess of the property's carrying value over its fair value. The fair value was determined using the income approach whereby the joint venture considered the prevailing market income capitalization rates and stabilized net operating income projections.$9.4 million. Our share of this impairment charge, $2.9 million,the net proceeds was recorded in equity in earnings of unconsolidated joint ventures in our consolidated statement of operations.

During 2017, the joint venture determined for its Bromont and Saint Sauveur, Quebec outlet centers that the estimated future undiscounted cash flows of those properties did not exceed the property's carrying value based on the joint venture's expectations of the future performance of the centers. Therefore, the joint venture recorded an $18.0 million non-cash impairment charge in its statement of operations, which equaled the excess of the properties carrying value over its fair value. The fair value was determined using a market approach considering the prevailing market income capitalization rates for similar assets. Our share of this impairment charge, $9.0 million, was recorded in equity in earnings of unconsolidated joint ventures in our consolidated statement of operations.

Savannah

In May 2016, the joint venture expanded the outlet center in Savannah by approximately 42,000 square feet, bringing the outlet center's total gross leasable area to approximately 429,000 square feet.

As described in Note 3, we acquired our partners' interest in the Savannah joint venture in August 2016 and have consolidated the property for financial reporting purposes since the acquisition date.

Westgate/Glendale

As described in Note 3, we acquired our partners' interest in the Westgate joint venture in June 2016 and have consolidated the property for financial reporting purposes since the acquisition date.
Wisconsin Dells

In February 2015, we sold our equity interest in the joint venture that owned the outlet center located in Wisconsin Dells, Wisconsin for approximately $15.6 million, representing our share of the sales price totaling $27.7 million less our share of the outstanding debt, which totaled $12.1$4.7 million. As a result of this transaction, we recorded a gainloss on the sale of approximately$13.7$3.7 million. This includes a $3.6 million charge related to the foreign currency effect of the sale recorded in the first quarter of 2015,other income (expense), which represented the difference between the carrying value of our equity method investment and the net proceeds received.had been previously recorded in other comprehensive income.







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Condensed combined summary financial information of joint ventures accounted for using the equity method as of December 31, 20172023 and 20162022 and for the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands):
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures20232022
Assets
Land$82,962 $81,716 
Buildings, improvements and fixtures466,496 458,190 
Construction in progress223 681 
549,681 540,587 
Accumulated depreciation(203,395)(182,731)
Total rental property, net346,286 357,856 
Cash and cash equivalents14,040 17,372 
Deferred lease costs, net2,637 2,895 
Prepaids and other assets11,616 10,612 
Total assets$374,579 $388,735 
Liabilities and Owners' Equity
Mortgages payable, net$319,957 $329,009 
Accounts payable and other liabilities16,013 15,374 
Total liabilities335,970 344,383 
Owners' equity38,609 44,352 
Total liabilities and owners' equity$374,579 $388,735 
Condensed Combined Statements of Operations- Unconsolidated Joint Ventures:Year Ended December 31,
202320222021
Revenues$90,616 $87,709 $88,120 
Expenses:
Property operating35,212 34,297 35,111 
General and administrative334 257 278 
Depreciation and amortization20,728 21,749 22,947 
Total expenses56,274 56,303 58,336 
Other income (expense):
Interest expense(18,107)(14,174)(11,715)
Gain on sale of assets— — 503 
Other non-operating income549 230 160 
Total other income (expense)$(17,558)$(13,944)$(11,052)
Net income$16,784 $17,462 $18,732 
The Company and Operating Partnership's share of:
Net income$8,240 $8,594 $8,904 
Depreciation, amortization and asset impairments (real estate related)$10,514 $11,018 $11,618 

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Condensed Combined Balance Sheets - Unconsolidated Joint Ventures 2017 2016
Assets    
Land $95,686
 $88,015
Buildings, improvements and fixtures 505,618
 503,548
Construction in progress, including land under development 3,005
 13,037
  604,309
 604,600
Accumulated depreciation (93,837) (67,431)
Total rental property, net 510,472
 537,169
Cash and cash equivalents 25,061
 27,271
Deferred lease costs, net 10,985
 13,612
Prepaids and other assets 15,073
 12,567
Total assets $561,591
 $590,619
Liabilities and Owners' Equity    
Mortgages payable, net $351,259
 $335,971
Accounts payable and other liabilities 14,680
 20,011
Total liabilities 365,939
 355,982
Owners' equity 195,652
 234,637
Total liabilities and owners' equity $561,591
 $590,619

Condensed Combined Statements of Operations- Unconsolidated Joint Ventures: Year Ended December 31,
  2017 2016 2015
Revenues $96,776
 $106,766
 $106,042
Expenses:      
Property operating 36,507
 39,576
 40,639
General and administrative 350
 349
 571
Asset impairment 18,042
 5,838
 
Depreciation and amortization 28,162
 32,930
 34,516
Total expenses 83,061
 78,693
 75,726
Operating income 13,715
 28,073
 30,316
Interest expense (10,365) (8,946) (8,674)
Other non-operating income 71
 6
 19
Net income $3,421
 $19,133

$21,661
The Company and Operating Partnership's share of:      
Net income $1,937
 $10,872
 $11,484
Depreciation, amortization and asset impairments (real estate related) $22,878
 $21,829
 $20,052


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7.    Deferred Charges


Deferred lease costs and other intangibles, net as of December 31, 20172023 and 20162022, consist of the following (in thousands):
20232022
Deferred lease costs$98,933 $89,103 
Intangible assets:
Above market leases41,535 36,085 
Lease in place value74,486 52,280 
Tenant relationships29,623 32,912 
Other intangibles40,458 40,651 
285,035 251,031 
Accumulated amortization(193,766)(192,457)
Deferred lease costs and other intangibles, net$91,269 $58,574 
  2017 2016
Deferred lease costs $81,888
 $76,733
Intangible assets:    
Above market leases 54,763
 57,077
Lease in place value 71,801
 77,858
Tenant relationships 49,184
 52,925
Other intangibles 49,730
 52,346
  307,366
 316,939
Accumulated amortization (175,305) (165,360)
Deferred lease costs and other intangibles, net $132,061
 $151,579


Below market lease intangibles, net of accumulated amortization, included in other liabilities on the consolidated balance sheets as of December 31, 20172023 and 20162022 were $24.5$18.1 million and $27.6$13.3 million, respectively.


Amortization of deferred lease costs and other intangibles, excluding above and below market leases, included in depreciation and amortization for the years ended December 31, 2017, 20162023, 2022 and 20152021 was $17.8$8.8 million, $16.8$11.6 million and $16.7$10.7 million, respectively.


Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2017, 20162023, 2022 and 20152021 was $(2.4) million, $(2.8)$(275,000), $(1.0) million and $(2.0) million,$78,000, respectively.
Estimated aggregate amortization of net above and below market leases and other intangibles for each of the five succeeding years is as follows (in thousands):
Year
Above/(Below) Market Leases, Net (1)
Lease Cost Intangibles (2)
2024$121 $17,144 
2025(255)12,072 
2026(544)8,178 
2027(642)5,779 
2028(718)3,447 
Total$(2,038)$46,620 
(1)These net amounts are recorded as a reduction (increase) of base rentals.
(2)These amounts are recorded as an increase in depreciation and amortization.


F-33
Year 
Above/below market leases, net (1)
 
Deferred lease costs and other intangibles (2)
2018 $2,387
 $9,173
2019 911
 7,018
2020 447
 5,945
2021 284
 5,156
2022 267
 4,767
Total $4,296
 $32,059
(1)These amounts are recorded as a reduction of base rentals.
(2)These amounts are recorded as an increase in depreciation and amortization.



F-37





8.    Debt of the Company


All of the Company's debt is held by the Operating Partnership and its consolidated subsidiaries.


The Company guarantees the Operating Partnership's obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $520.0 million.million as of the date of this Annual Report. The Company also guarantees the Operating Partnership's unsecured term loan.


The Operating Partnership had the following amounts outstanding on the debt guaranteed by the Company as of December 31, 20172023 and 20162022 (in thousands):
20232022
Unsecured lines of credit$13,000 $— 
Unsecured term loan$325,000 $325,000 
  2017 2016
Unsecured lines of credit $208,100
 $61,000
Unsecured term loan $325,000
 $325,000



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9.    Debt of the Operating Partnership


The debt of the Operating Partnership as of December 31, 20172023 and 20162022 consisted of the following (in thousands):
20232022
Stated Interest Rate(s)Maturity DatePrincipal
Book Value(1)
Principal
Book Value(1)
Senior, unsecured notes: 
Senior notes3.125%September 2026$350,000 $348,467 $350,000 $347,894 
Senior notes3.875%July 2027300,000 298,546 300,000 298,142 
Senior notes2.750%September 2031400,000 392,827 400,000 391,962 
Unsecured term loanAdj SOFR+0.95%January 2027325,000 322,322 325,000 321,525 
Mortgages payable:
Atlantic City (2) (3)
6.44 %-7.65 %December 2024- December 202612,336 12,613 17,109 17,625 
SouthavenAdj SOFR+2.00%October 202651,700 51,428 51,700 51,346 
Unsecured lines of creditAdj SOFR+1.00%July 202513,000 13,000 — — 
Total$1,452,036 $1,439,203 $1,443,809 $1,428,494 
         
      2017 2016
  Stated Interest Rate(s) Maturity Date Principal 
Book Value(1)
 Principal 
Book Value(1)
Senior, unsecured notes:      
      
             
Senior notes 6.125% June 2020 $
 $
 $300,000
 $298,226
Senior notes 3.875% December 2023 250,000
 246,036
 250,000
 245,425
Senior notes 3.750% December 2024 250,000
 247,410
 250,000
 247,058
Senior notes 3.125% September 2026 350,000
 345,128
 350,000
 344,600
Senior notes 3.875% July 2027 300,000
 296,182
 
 
             
Mortgages payable:            
Atlantic City (2) (3)
 5.14%-7.65%
 November 2021- December 2026 37,462
 39,879
 40,471
 43,286
     Foxwoods LIBOR + 1.55%
 December 2017 
 
 70,250
 69,902
     Southaven LIBOR + 1.75%
 April 2018 60,000
 59,881
 59,277
 58,957
Unsecured term loan LIBOR + 0.95%
 April 2021 325,000
 322,975
 325,000
 322,410
Unsecured lines of credit LIBOR + 0.90%
 October 2019 208,100
 206,160
 61,000
 58,002
      $1,780,562
 $1,763,651
 $1,705,998
 $1,687,866
(1)Includes premiums, discounts and unamortized debt origination costs. These costs were $12.8 million and $12.8 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, excludes $2.1 million of unamortized debt origination costs related to unsecured lines of credit, recorded in prepaids and other assets in the Consolidated Balance Sheet. Amortization of deferred debt origination costs included in interest expense for the years ended December 31, 2023, 2022 and 2021 was $3.2 million, $3.1 million and $4.0 million, respectively.
(1)Includes premiums and net of debt discount and unamortized debt origination costs. Unamortized debt origination costs were $12.7 million and $14.0 million for the years ended December 31, 2017 and 2016, respectively. Amortization of deferred debt origination costs included in interest expense for the years ended December 31, 2017, 2016 and 2015 was $3.3 million, $3.2 million and $2.7 million, respectively.
(2)The effective interest rate assigned during the purchase price allocation to this assumed mortgage during the acquisition in 2011 was 5.05%.
(3)Principal and interest due monthly with remaining principal due at maturity.

(2)The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05%.
(3)Principal and interest due monthly with remaining principal due at maturity.

Certain of our properties, which had a net book value of approximately $193.1$140.5 million at December 31, 2017,2023, serve as collateral for mortgages payable. We maintainAs of December 31, 2023, we maintained unsecured lines of credit that as of December 31, 2017, provided for borrowings of up to $520.0 million, includingmillion. The unsecured lines of credit as of December 31, 2023 included a separate $20.0 million liquidity line and a $500.0 million syndicated line. TheAs of December 31, 2023, the syndicated line may be increased up to $1.0$1.2 billion through an accordion feature in certain circumstances. As of December 31, 2017, letters of credit totaling approximately $6.0 million were issued under the lines of credit.


The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and 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 funds from operationsFFO on a cumulative basis. As of December 31, 2017,2023, we believe we were in compliance with all of our debt covenants.

F-34


In January 2018, we amendedMay 2023, Fitch Ratings assigned a first-time ‘BBB’ long-term issuer default rating to the Company and the Operating Partnership, along with a Stable rating outlook. Fitch also assigned a ‘BBB’ rating to Operating Partnership’s senior unsecured debt, which includes our lines of credit, to, among other things, increasea term loan and senior notes. As a result, the borrowing capacity, reduce the interest rate spread over LIBOR and extend the maturity date. See Note 24.


F-39




2017 Transactions

$300.0 Million Unsecured Senior Notes due 2027

In July 2017, we completed an underwritten public offeringapplicable pricing margin on each of $300.0 million of 3.875% senior notes due 2027 (the "2027 Notes"). The 2027 Notes priced at 99.579% of the principal amount to yield 3.926% to maturity. The 2027 Notes pay interest semi-annually at a rate of 3.875% per annum and mature on July 15, 2027. The net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $295.9 million. In August 2017, we used the net proceeds from the sale of the 2027 Notes, together with borrowings under our unsecured lines of credit and our term loan was reduced by 25 basis points (including a 5 basis point reduction in the facility fee on the unsecured lines of credit).

2022 Transactions

Memphis Consolidated Joint Venture
In October 2022, the Southaven, Mississippi joint venture amended and restated its secured term loan, increasing the outstanding balance to redeem all of our 6.125% senior notes due 2020 (the "2020 Notes") (approximately $300.0$51.7 million in aggregate principal amount outstanding). The 2020 Notes were redeemed at parfrom $40.1 million, extending the maturity date from April 2023 to October 2026 plus a “make-whole” premiumone year extension option, with an interest rate of approximately $34.1 million. In addition, we wrote off approximately $1.5 million of unamortized debt discount and debt origination costs related to the 2020 Notes.Adjusted SOFR + 2.00%.


Foxwoods Debt Repayment

In November 2017, we repaid the $70.3 million floating rate mortgage loan secured by the Foxwoods property with borrowings under its unsecured floating rate lines of credit.

2016 Transactions

Deer Park Debt Repayment

In January 2016, we repaid our $150.0 million floating rate mortgage loan, which had an original maturity date in August 2018 and was related to our Deer Park outlet center.

Unsecured Term Note Repayment

In February 2016, we repaid our $7.5 million unsecured term note, which had an original maturity date in August 2017. In June 2016, our $10.0 million unsecured note payable became due and was repaid in June 2016.

Unsecured Term Loan

In October 2022, we amended and restated our unsecured term loan. The outstanding balance was increased from $300.0 million to $325.0 million and the maturity date was extended to January 2027 plus a one-year extension option. The interest rate changed from LIBOR + 1.25% to Adjusted SOFR + 1.20% based on our credit rating at that time. The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.

Amendment of Unsecured Line of Credit
In April 2016,October 2022, we amended our unsecured term loanlines of credit to increase the size of the loan from $250.0 million to $325.0 million, extend the maturity date from February 2019 to April 2021, reducechange the interest rate spread overindex from LIBOR from 1.05% to 0.95%,Adjusted SOFR. All other terms remained unchanged.

2021 Transactions

Unsecured term loan
In March 2021 and increaseJune 2021, we paid down a total of $50.0 million of borrowings under our $350.0 million unsecured term loan with cash on hand, reducing the incremental loan availability through an accordion feature from $150.0outstanding balance to $300.0 million to $175.0 million.as of December 31, 2023.


Aggregate $350.0Redemption of the 2023 and 2024 Senior Notes and public offering of aggregate $400.0 Million Unsecured Senior Notes due 20262031
In April 2021, we completed a partial redemption of $150.0 million aggregate principal amount of our $250.0 million 3.875% senior notes due December 2023, for $163.0 million in cash, which includes a make-whole premium of $13.0 million and Westgate Debt Repaymentthe write-off of approximately $1.0 million of debt discount and debt origination costs. The make-whole premium and the write-off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations. Subsequent to this redemption, $100.0 million aggregate principal amount of the senior notes remained outstanding, until the redemption in August 2021, described below.


In August 2016,2021, we completed a public offering of $250.0$400.0 million in senior notes due 2026 in an underwritten public offering.2031. The senior notes were priced at 99.605%98.552% of the principal amount to yield 3.171%2.917% to maturity. In October 2016, we sold an additional $100.0 million of ourThe senior notes due 2026. The notes priced at 98.962% of the principal amount to yield 3.248% to maturity. The notes pay interest semi-annually at a rate of 3.125%2.750% per annum and mature on September 1, 2026.2031. The aggregate net proceeds from the offerings,offering, after deducting the underwriting discount and offering expenses, were approximately $344.5$390.7 million. We used the net proceeds from the sale of the senior notes to repayredeem all remaining 3.875% senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding. The redemptions occurred in September 2021 and included a $62.0make-whole premium of $31.9 million floating rate mortgage loan related toand the outlet center in Glendale (Westgate), Arizona, repay borrowings underwrite-off of approximately $1.9 million of debt discount and debt origination costs. The make-whole premium and the write-off of debt discount and origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations. The remaining net proceeds were used for general corporate purposes.






F-35


Unsecured Lines of Credit Extension
In July 2021, we amended our unsecured lines of credit and for general corporate purposes.

Savannah Debt Repayment

At the time of acquisition, the Savannah outlet center was subject to a $96.9 million mortgage loan, with an interest rate of LIBOR + 1.65% and maturity date in May 2017. In September 2016, we repaid the mortgage loan with borrowings under our unsecured lines of credit.


F-40




2015 Transactions

Southaven Mortgage

In April 2015, the consolidated joint venture closed on an interest only mortgage loan with the ability to borrow up to $60.0 million at an interest rate of LIBOR +1.75%. The loan initially matures on April 29, 2018, with one two-year extension option.

Hershey Mortgage

In May 2015, we repaid the mortgages associated with our Hershey outlet center, which were assumed as part of the acquisition of the property in 2011. The maturity date of the mortgages was August 1, 2015 and it had a principal balance at the date of extinguishment of $29.0 million.

Ocean City Mortgage

In July 2015, we repaid the mortgage associated with our Ocean City outlet center, which was assumed as part of the acquisition of the property in 2011. The maturity date of the mortgage was January 6, 2016 and had a principal balance at the date of extinguishment of $17.6 million.

Extension of Unsecured Lines of Credit

In October 2015, we closed on amendments to our unsecured lines of credit, extending the maturity and reducing our interest rate. The maturity date of these facilities was extended from October 2017 to October 2019 with the ability to further extend the maturity date forfrom October 2021 to July 2025, which may be extended by an additional year at our option.by exercising two six-month extension options. The amendment eliminated the LIBOR floor, which was previously 0.25%, and entitles us to a one basis point annual reduction in the interest rate was reduced from LIBOR + 1.00%if we meet certain sustainability thresholds. Other pricing terms remained the same. The lines provide for borrowings of up to LIBOR + 0.90% based$520.0 million, including a $20.0 million liquidity line and a $500.0 million syndicated line. A 0.20% facility fee is due annually on our current credit rating and the maximum borrowings to which the syndicatedentire committed amount of each facility. In certain circumstances, total line couldcapacity may be increased to $1.2 billion through an accordion feature in the syndicated line.

Atlantic City Mortgage
During 2021, we completed the principal payments of certain circumstances was increasedmortgage notes secured by the Atlantic City property with stated interest rates that ranged from $750.05.14% to 6.27% and which were scheduled to mature in 2021. The effective interest rate for the remaining notes remains 5.05% as established upon acquisition. The stated rates for the remaining secured notes ranged from 6.44% to 7.65% with maturity dates between December 2024 and December 2026.

Southaven Mortgage
In October 2021, the joint venture that owns the Southaven, Mississippi center exercised its option to extend the maturity of the Southaven, Mississippi mortgage to April 2023 and paid down the principal balance by $11.3 million to $1.0 billion. Loan origination costs associated with$40.1 million. The interest rate remained LIBOR + 1.80%. The center is consolidated for financial reporting purposes and we funded the amendments totaled approximately $2.0entire $11.3 million.


Debt Maturities


Maturities and principal amortization of theour consolidated existing long-term debt as of December 31, 20172023 for the next five years and thereafter are as follows (in thousands):
Calendar YearAmount
2024$5,130 
202514,501 
2026407,405 
2027625,000 
2028— 
Thereafter400,000 
Subtotal1,452,036 
Net discount and debt origination costs(12,833)
Total$1,439,203 
Calendar Year Amount
2018 $63,184
2019 211,469
2020 3,566
2021 330,793
2022 4,436
Thereafter 1,167,114
Subtotal 1,780,562
Net discount and debt origination costs (16,911)
Total $1,763,651



F-41




10. Deferred Financing Obligation

In September 2015,We have considered our short-term (one year or less from the noncontrolling interest in our outlet center in Deer Park, New York exercised its right to require us to acquire their ownership interest indate of filing these financial statements) liquidity needs and the property for $28.4 million. We closed on the transaction in January 2016 and repaid the deferred financing obligation, which was recorded in the other liabilities sectionadequacy of our consolidated balance sheet asestimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of December 31, 2015.non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs.


F-36
11.


10.    Derivative Financial Instruments


The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets as of December 31, 20172023 and 20162022 (notional amounts and fair values in thousands):
Fair Value
Effective DateMaturity DateNotional AmountBank Pay RateCompany Average Fixed Pay Rate20232022
Assets (Liabilities) (1):
Current Derivatives
July 1, 2019February 1, 2024$25,000 Daily SOFR1.7 %$88 $853 
January 1, 2021February 1, 2024150,000 Daily SOFR0.5 %692 6,966 
January 1, 2021February 1, 2024100,000 Daily SOFR0.2 %497 5,043 
March 1, 2021February 1, 202425,000 Daily SOFR0.2 %124 1,256 
Total$300,000 $1,401 $14,118 
Forward Starting Derivatives
February 1, 2024 (2)
February 1, 2026$75,000 Daily SOFR3.5 %$670 $— 
February 1, 2024 (2)
August 1, 202675,000 Daily SOFR3.7 %54 
February 1, 2024 (2)
January 1, 2027175,000 Daily SOFR4.2 %(2,435)— 
Total$325,000 $(1,711)$— 
          Fair Value
Effective Date Maturity Date Notional Amount Bank Pay Rate Company Average Fixed Pay Rate 2017 2016
Assets (Liabilities)(1):
            
November 14, 2013 August 14, 2018 $150,000
 1 month LIBOR 1.30% $326
 $(344)
April 13, 2016 January 1, 2021 175,000
 1 month LIBOR 1.03% 5,207
 4,337
August 14, 2018(2)
 January 1, 2021 150,000
 1 month LIBOR 2.20% (188) 
Total   $475,000
     $5,345
 $3,993
(1)Asset balances are recorded in prepaids and other assets on the consolidated balance sheets and liabilities are recorded in other liabilities on the consolidated balance sheets.
(1)Net asset balances are recorded in prepaids and other assets on the consolidated balance sheets and net liabilities are recorded in other liabilities on the consolidated balance sheets.
(2)In December 2017, we entered into three separate forward starting interest rate swap agreements, effective August 14, 2018.

(2)During 2023, we entered into $325.0 million of forward-starting interest rate swap agreements at an average fixed pay rate of 3.9% with an effective date of February 1, 2024 and maturity dates ranging from February 1, 2026 to January 1, 2027.

The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, each with a separate counterparty.various counterparties. We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges.

The effective portion of changesChanges in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivative, if significant, is recognized directly in earnings. For the year ended December 31, 2017, the ineffective portion was not significant.


The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively (in thousands):
202320222021
Interest Rate Swaps (Effective Portion):
Amount of gain (loss) recognized in other comprehensive income (loss)$(14,534)$12,092 $5,383 

F-37
   
   
  2017 2016 2015
Interest Rate Swaps (Effective Portion):      
Amount of gain (loss) recognized in OCI on derivative $1,351
 $4,609
 $(711)


F-42





12.11.    Fair Value Measurements


Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:
TierDescription
TierDescription
Level 1Observable inputs such as quoted prices in active markets
Level 2Inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions


Fair Value Measurements on a Recurring Basis

The following table sets forth our assets and liabilities that are measured at fair value within the fair value hierarchy (in thousands):
Level 1Level 2Level 3
Quoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Observable InputsSignificant Unobservable Inputs
Total
Fair value as of December 31, 2023:
Asset:
Interest rate swaps (prepaids and other assets)2,708 — 2,708 — 
Total assets$2,708 $— $2,708 $— 
Liabilities:
Interest rate swaps (other liabilities)$(3,018)$— $(3,018)$— 
Total liabilities$(3,018)$— $(3,018)$— 
    Level 1 Level 2 Level 3
    Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs
  Total   
Fair value as of December 31, 2017:        
Asset:        
Interest rate swaps (prepaids and other assets) $5,533
 $
 $5,533
 $
Total assets $5,533
 $
 $5,533
 $
         
Liabilities:        
Interest rate swaps (other liabilities) $188
 $
 $188
 $
Total liabilities $188
 $
 $188
 $
         




Level 1Level 2Level 3
Quoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Observable InputsSignificant Unobservable Inputs
Total
Fair value as of December 31, 2022:
Assets:
Interest rate swaps (prepaids and other assets)14,118 — 14,118 — 
Total assets$14,118 $— $14,118 $— 
Liabilities:
Interest rate swaps (other liabilities)$— $— $— $— 
Total liabilities$— $— $— $— 





F-38

    Level 1 Level 2 Level 3
    Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs
  Total   
Fair value as of December 31, 2016:        
Assets:        
Interest rate swaps (prepaids and other assets) $3,993
 $
 $3,993
 $
Total assets $3,993
 $
 $3,993
 $


Fair values of interest rate swaps are approximated using Level 2 inputs based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well recognized financial principles including counterparty risks, credit spreads and interest rate projections, as well as reasonable estimates about relevant future market conditions.


Fair Value Measurements on a Nonrecurring Basis

The following table sets forth our assets that are measured at fair value on a nonrecurring basis within the fair value hierarchy (in thousands):
Level 1Level 2Level 3
Quoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Observable InputsSignificant Unobservable Inputs
Total
Fair value as of December 31, 2023:
Asset:
Long-lived assets$— $— $— $— 
Fair value as of December 31, 2022:
Asset:
Long-lived assets$— $— $— $— 
Fair value as of December 31, 2021:
Asset:
Long-lived assets$29,460 $— $— $29,460 

Foxwoods Impairments

During the fourth quarter of 2021, due to a decrease in the estimated hold period and declining operating results, we recorded an additional impairment charge of $7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value. The estimated fair value was based on the income approach.

Discount rates and terminal capitalization rates utilized in the approach above were derived from property-specific information, market transactions and other financial and industry data. The terminal capitalization rate and discount rate are significant unobservable inputs in determining the fair value. These inputs are classified under Level 3 in the fair value hierarchy above. Our assumptions during our asset impairment reviews during 2023 remained consistent. Should the significant assumptions utilized above to determine fair value continue to deteriorate, additional impairments in the future could be possible.

The table below summarizes the terminal capitalization rate and discount rate used:
December 31, 2021
Terminal capitalization rate8.3
Discount rate9.3




F-43
F-39





Other Fair Value Disclosures

The estimated fair value and recorded value of our debt as of December 31, 20172023 and 20162022 were as follows (in thousands):
20232022
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities$— $— 
Level 2 Significant Observable Inputs918,091 876,542 
Level 3 Significant Unobservable Inputs401,609 391,820 
Total fair value of debt$1,319,700 $1,268,362 
Recorded value of debt$1,439,203 $1,428,494 
  2017 2016
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $
 $
Level 2 Significant Observable Inputs 1,139,064
 1,137,976
Level 3 Significant Unobservable Inputs 636,476
 566,668
Total fair value of debt $1,775,540
 $1,704,644
     
Recorded value of debt $1,763,651
 $1,687,866


Our senior unsecured notes are publicly-traded, which provides quoted market rates. However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the hierarchy. Our other debt is classified as Level 3 given the unobservable inputs utilized in the valuation. Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all LIBORSOFR based instruments. When selecting the discount rates for purposes of estimating the fair value of these instruments, we evaluated the original credit spreads and do not believe that the use of them differs materially from current credit spreads for similar instruments and therefore the recorded values of these debt instruments is considered their fair value.


The carrying values of cash and cash equivalents, short-term investments, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments. Short-term government securities and our certificates of deposit included in short-term investments are highly liquid investments, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market.


13.
12.    Shareholders' Equity of the Company


As discussed in Note 14,13, each Class A common limited partnership unit is exchangeable for one common share of the Company. The following table sets forth the number of Class A common limited partnership units exchanged for an equal number of common shares for the years ended December 31, 2017, 20162023, 2022 and 2015:2021:
202320222021
Exchange of Class A limited partnership units30,024 23,577 33,084 

At-the-Market Offering

Under our at-the-market stock offering (“ATM Offering”) program, which commenced February 2021, and was reinstated with a new program in December 2023, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million. We may sell the Common Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Common Shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding. We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering program for working capital and general corporate purposes. The Company sold 3.5 million Common Shares in 2023 under the ATM Offering program. As of December 31, 2023, we had approximately $220.1 million of Common Shares remaining available for sale under the ATM Offering program.

F-40


  2017 2016 2015
Exchange of Class A limited partnership units 32,348
 24,962
 25,663
The following table sets forth information regarding settlements under our ATM Offering program:

202320222021
Number of Common Shares settled during the period3,494,919 — 10,009,263 
Average price per Common Share$25.75 $— $18.97 
Aggregate gross proceeds (in thousands)$89,986 $— $189,868 
Aggregate net proceeds after commissions and fees (in thousands)$88,861 $— $186,969 

Share Repurchase Program


In May 2017,2023, the Company announced that our Board of Directors authorized the repurchase of up to $125.0$100.0 million of itsthe Company’s outstanding common shares as market conditions warrant over a period commencing onthrough May 19, 2017 and expiring on31, 2025, replacing the previously authorized plan to repurchase up to $80.0 million of the Company's outstanding shares through May 18, 2019.31, 2023. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18.10b-18 of the Exchange Act. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. During 2017, weThe Company has not repurchased approximately 1.9 million commonany shares on the open market at an average price of $25.80, totaling approximately $49.3 million, exclusive of commissions and related fees.under this plan. The remaining amount authorized to be repurchased under the program as of December 31, 20172023 was approximately $75.7 million.$100.0 million of common shares.

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14.13.    Partners' Equity of the Operating Partnership


All units of partnership interest issued by the Operating Partnership have equal rights with respect to earnings, dividends and net assets. When the Company issues common shares upon the exercise of options, the issuance of restricted share awards or the exchange of Class A common limited partnership units, the Operating Partnership issues a corresponding Class B common limited partnership unit to Tanger LP Trust, a wholly-owned subsidiary of the Company. Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases a corresponding Class B common limited partnership unitunits held by Tanger LP Trust.


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The following table sets forth the changes in outstanding partnership units for the years ended December 31, 2017, 20162023, 2022 and 2015:2021:
Limited Partnership Units
General partnership unitsClass AClass BTotal
Balance December 31, 20201,000,000 4,794,643 92,569,801 97,364,444 
Units withheld for employee income taxes— — (139,293)(139,293)
Exchange of Class A limited partnership units— (33,084)33,084 — 
Grant of restricted common share awards by the Company, net of forfeitures— — 569,779 569,779 
Issuance of units100,000 — 9,909,263 9,909,263 
Options exercised— — 42,100 42,100 
Balance December 31, 20211,100,000 4,761,559 102,984,734 107,746,293 
Units withheld for employee income taxes— — (239,824)(239,824)
Exchange of Class A limited partnership units— (23,577)23,577 — 
Grant of restricted common share awards by the Company, net of forfeitures— — 613,933 613,933 
Options exercised— — 15,500 15,500 
Balance December 31, 20221,100,000 4,737,982 103,397,920 108,135,902 
Units withheld for employee income taxes— — (379,512)(379,512)
Exchange of Class A limited partnership units— (30,024)30,024 — 
Grant of restricted common share awards by the Company, net of forfeitures— — 1,064,400 1,064,400 
Issuance of units50,000 — 3,444,919 3,444,919 
Options exercised— — 85,500 85,500 
Balance December 31, 20231,150,000 4,707,958 107,643,251 112,351,209 

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    Limited Partnership Units
  General partnership units Class A Class B Total
Balance December 31, 2014 1,000,000
 5,078,406
 94,509,781
 99,588,187
Units withheld for employee income taxes 
 
 (31,863) (31,863)
Exchange of Class A limited partnership units 
 (25,663) 25,663
 
Grant of restricted common share awards by the Company, net of forfeitures 
 
 348,844
 348,844
Units issued upon exercise of options 
 
 28,400
 28,400
Balance December 31, 2015 1,000,000
 5,052,743
 94,880,825
 99,933,568
Units withheld for employee income taxes 
 
 (66,760) (66,760)
Exchange of Class A limited partnership units 
 (24,962) 24,962
 
Grant of restricted common share awards by the Company, net of forfeitures 
 
 173,124
 173,124
Issuance of deferred units 
 
 24,040
 24,040
Units issued upon exercise of options 
 
 59,700
 59,700
Balance December 31, 2016 1,000,000
 5,027,781
 95,095,891
 100,123,672
Units withheld for employee income taxes 
 
 (69,886) (69,886)
Exchange of Class A limited partnership units 
 (32,348) 32,348
 
Grant of restricted common share awards by the Company, net of forfeitures 
 
 411,968
 411,968
Repurchase of units 
 
 (1,911,585) (1,911,585)
Units issued upon exercise of options 
 
 1,800
 1,800
Balance December 31, 2017 1,000,000
 4,995,433
 93,560,536
 98,555,969


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15.14.    Noncontrolling Interests


Noncontrolling interests in the Operating Partnership relate to the interests in the Operating Partnership owned by Non-Company LPs as discussed in Note 2. The noncontrolling interests in other consolidated partnerships consist of outside equity interests in partnerships not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties.


In 20172023 and 2016,2022, adjustments ofto the noncontrolling interest in the Operating Partnership were made as a result of the changes in the Company's ownership of the Operating Partnership from additional units received in connection with the Company's issuance of common sharesCommon Shares under the ATM Offering program and upon the exercise of options and grants of share-based compensation awards, additional units received upon the exchange of Class A common limited partnership units of the Operating Partnership into an equal number of common shares of the Company, and units repurchased by the Operating Partnership as a result of the Company's repurchase of its outstanding common shares. As discussed in Note 13, for the years ended December 31, 20172023 and 2016,2022, Non-Company LPs exchanged 32,34830,024 and 24,96223,577 Class A common limited partnership units of the Operating Partnership, respectively, for an equal number of common shares of the Company. In addition, during 2017, theThe Company repurchased approximately 1.9 milliondid not repurchase any common shares on the open marketin 2023 and the Operating Partnership repurchased an equal number of units held by the Company.2022.


The changes in the Company's ownership interests in the subsidiaries impacted consolidated equity during the periods shown as follows (in thousands):
20232022
Net income attributable to Tanger Inc.$99,151 $82,063 
Decrease in Tanger Inc. paid-in-capital adjustments to noncontrolling interests(2,916)(182)
Changes from net income attributable to Tanger Inc. and transfers from noncontrolling interest$96,235 $81,881 



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  2017 2016
Net income attributable to Tanger Factory Outlet Centers, Inc. $68,002
 $193,744
Increase (decrease) in Tanger Factory Outlet Centers, Inc. paid-in-capital adjustments to noncontrolling interests 1,630
 (389)
Changes from net income attributable to Tanger Factory Outlet Centers, Inc. and transfers from noncontrolling interest $69,632
 $193,355




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16.15.    Earnings Per Share of the Company


The following table sets forth a reconciliation of the numerators and denominators in computing earnings per share for the years ended December 31, 2017, 20162023, 2022 and 20152021 (in thousands, except per share amounts):
202320222021
Numerator
Net income attributable to Tanger Inc.$99,151 $82,063 $9,118 
Less allocation of earnings to participating securities(1,186)(869)(804)
Net income available to common shareholders of Tanger Inc.$97,965 $81,194 $8,314 
Denominator
Basic weighted average common shares104,682 103,687 100,418 
Effect of notional units1,052 1,240 809 
Effect of outstanding options798 709 752 
Diluted weighted average common shares106,532 105,636 101,979 
Basic earnings per common share:
Net income$0.94 $0.78 $0.08 
Diluted earnings per common share:
Net income$0.92 $0.77 $0.08 
  2017 2016 2015
Numerator      
Net income attributable to Tanger Factory Outlet Centers, Inc. $68,002
 $193,744
 $211,200
Less allocation of earnings to participating securities (1,209) (1,926) (2,408)
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc. $66,793
 $191,818
 $208,792
Denominator      
Basic weighted average common shares 94,506
 95,102
 94,698
Effect of notional units 
 175
 
Effect of outstanding options and certain restricted common shares 16
 68
 61
Diluted weighted average common shares 94,522
 95,345
 94,759
Basic earnings per common share:      
Net income $0.71
 $2.02
 $2.20
Diluted earnings per common share:      
Net income $0.71
 $2.01
 $2.20


We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.


The notionalNotional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period. For the yearsyear ended December 31, 2017, 2016, and 2015, 603,411, 501,446 and 859,4502021, approximately 506,000 units were excluded from the computation respectively, because these units would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive. There were no units excluded from the computation for the years ended December 31, 2023 and 2022, respectively.


TheWith respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period. For the years ended December 31, 2017, 20162023, 2022 and 2015,169,000, 141,3002021, approximately451,000, 513,000 and 227,400332,000 options were excluded from the computation, respectively, as they were anti-dilutive. The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share.


Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to dividends or dividend equivalents. The impact of these unvested restricted common share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted common share awards based on dividends declared and the unvested restricted common shares' participation rights in undistributed earnings. Unvested restricted common shares that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per share computation if the effect is dilutive, using the treasury stock method.



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17.16.    Earnings Per Unit of the Operating Partnership


The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit for the years ended December 31, 2017, 20162023, 2022 and 20152021 (in thousands, except per unit amounts):
202320222021
Numerator
Net income attributable to partners of the Operating Partnership$103,634 $85,831 $9,558 
Allocation of earnings to participating securities(1,186)(869)(804)
Net income available to common unitholders of the Operating Partnership$102,448 $84,962 $8,754 
Denominator
Basic weighted average common units109,416 108,446 105,208 
Effect of notional units1,052 1,240 809 
Effect of outstanding options798 709 752 
Diluted weighted average common units111,266 110,395 106,769 
Basic earnings per common unit:
Net income$0.94 $0.78 $0.08 
Diluted earnings per common unit:
Net income$0.92 $0.77 $0.08 
  2017 2016 2015
Numerator      
Net income attributable to partners of the Operating Partnership $71,611
 $204,031
 $222,531
Allocation of earnings to participating securities (1,209) (1,928) (2,413)
Net income available to common unitholders of the Operating Partnership $70,402
 $202,103
 $220,118
Denominator      
Basic weighted average common units 99,533
 100,155
 99,777
Effect of notional units 
 175
 
Effect of outstanding options and certain restricted common units 16
 68
 61
Diluted weighted average common units 99,549
 100,398
 99,838
Basic earnings per common unit:      
Net income $0.71
 $2.02
 $2.21
Diluted earnings per common unit:      
Net income $0.71
 $2.01
 $2.20


We determine diluted earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible.


The notionalNotional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common sharesunits would be issuable if the end of the reporting period were the end of the contingency period. For the yearsyear ended December 31, 2017, 2016, 2015, 603,411, 501,446 and 859,4502021, approximately 506,000 units were excluded from the computation respectively, because these units would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive. The notionalThere were no units are considered contingently issuable common unitsexcluded from the computation for the years ended December 31, 2023 and are included in earnings per unit if2022, respectively.

With respect to outstanding options, the effect is dilutive using the treasury stock method.

The effect of dilutive common units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period. The market price of a common unit is considered to be equivalent to the market price of a Company common share. For the years ended December 31, 2017, 20162023, 2022 and 2015, 169,000, 141,3002021, approximately 451,000, 513,000 and 227,400332,000 options were excluded from the computation, respectively.


Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the corresponding unvested restricted unit awards on earnings per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted unit awards based on distributions declared and the unvested restricted units' participation rights in undistributed earnings. Unvested restricted common units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per unit computation if the effect is dilutive, using the treasury stock method.



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F-45





18.17.    Equity-Based Compensation


When a common share is issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company's wholly-owned subsidiaries.subsidiary, the Tanger LP Trust. Therefore, when the Company grants an equity based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "shares" is meant to also include corresponding units of the Operating Partnership.


We may issue uphave a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc. and Tanger Properties Limited Partnership, as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants. Effective May 19, 2023, the Plan was amended and restated to, 15.4 million commonamong other things, increase the number of shares authorized for issuance under the Plan. Throughplan to 21.3 million shares and extend the term of the plan by an additional ten years. As of December 31, 2017, we had granted 7,534,560 options, net of options forfeited; 5,365,728 restricted2023, common share awards, net of restricted common shares forfeited or withheld for employees' tax obligations; and notional units which may result in the issuance of a maximum of 603,411 common shares. Shares remaining available for future issuance totaled 1,896,301approximately 3.8 million common shares. The amount and terms of the awards granted under the Plan wereare determined by the Board of Directors (or the Compensation Committee of the Board of Directors)Board).


We recorded equity-based compensation expense in general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively, as follows (in thousands):
202320222021
Restricted common shares$7,598 $7,654 $7,980 
Notional unit performance awards4,437 4,987 4,406 
Options476 328 366 
Total equity-based compensation$12,511 $12,969 $12,752 
  2017 2016 2015
Restricted common shares $9,395
 $10,976
 $11,220
Notional unit performance awards 3,913
 3,967
 3,030
Options 277
 376
 462
Total equity-based compensation $13,585
 $15,319
 $14,712


Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):
 202320222021
Equity-based compensation expense capitalized$255 $191 $94 
  2017 2016 2015
Equity-based compensation expense capitalized $1,044
 $985
 $837


As of December 31, 2017,2023, there was $23.2$15.5 million of total unrecognized compensation cost related to unvested common equity-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 1.92.3 years.


Restricted Common Share and Restricted Share Unit Awards


During 2017, 2016the years ended 2023, 2022 and 2015,2021, the Company granted 253,431, 286,524approximately 345,000, 513,000 and 357,844485,000 restricted common shares and restricted share units, respectively, to the independentCompany's non-employee directors and the Company's senior executive officers. The independentnon-employee directors' restricted common shares generally vest ratably over aperiods ranging from one to three year periodperiods and the senior executive officers' restricted common shares generally vest ratably over periods ranging from three to five years. For the restricted shares issued to our chief executive officer during 2017, 2016 and 2015, the restricted share agreements require him to hold the shares for a minimum of three years following each applicable vesting date thereof. Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted shares.common shares and restricted share units. For all of the restricted common share and restricted share unit awards described above, the grant date fair value of the award wasawards were determined based upon the closing market price of the Company's common shares on the day prior to the grant date and the associated compensation expense is being recognized in accordance with the vesting schedule of each grant.date.



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F-46






The following table summarizes information related to unvested restricted common shares and restricted share units outstanding for the years ended December 31, 2017, 2016,2023, 2022 and 2015:2021:

Unvested Restricted Common Shares Number of shares Weighted average grant date fair value
Outstanding at December 31, 2014 1,099,450
 $29.01
Granted 357,844
 36.69
Vested (371,299) 28.12
Forfeited 
 
Outstanding at December 31, 2015

 1,085,995
 $31.84
Granted 286,524
 29.64
Vested (388,851) 31.30
Forfeited (104,400) 34.13
Outstanding at December 31, 2016 879,268
 $31.09
Granted 253,431
 33.07
Vested (368,043) 29.87
Forfeited (14,750) 34.39
Outstanding at December 31, 2017 749,906
 $32.30
Unvested Restricted Common Shares and Restricted Share UnitsNumber of shares and unitsWeighted average grant date fair value
Outstanding at December 31, 20201,120,388 $13.91 
Granted (1)
485,105 15.40 
Vested(575,688)15.90 
Forfeited— — 
Outstanding at December 31, 20211,029,805 $13.51 
Granted (2)
512,957 17.32 
Vested(545,788)14.01 
Forfeited(26,591)15.87 
Outstanding at December 31, 2022970,383 $15.18 
Granted (3)
345,297 17.85 
Vested(480,036)13.21 
Forfeited(31,803)15.89 
Outstanding at December 31, 2023803,841 $17.47 

(1)Includes 68,494 restricted share units.
(2)Includes 36,102 restricted share units.
(3)Includes 22,819 restricted share units.

The table above excludes restricted common shares earned under the 2014 Outperformance2018, 2019 and 2020 Performance Share Plan. In connection with the 2014 Outperformance2018 Performance Share Plan, we issued 184,455approximately 76,000 restricted common shares in January 2017,February 2021, with 94,663approximately 49,000 vesting immediatelyduring 2021 and the remaining 89,79227,000 vesting in January one year thereafter,February 2022. In connection with the 2019 Performance Share Plan, we issued approximately 97,000 restricted common shares in February 2022, with approximately 59,000 vesting during 2022 and the remaining 38,000 vesting in February 2023. In connection with the 2020 Performance Share Plan, we issued approximately 759,000 restricted common shares in February 2023, with approximately 444,000 vesting during 2023 and the remaining 315,000 to vest in February 2024. All performance share plan vesting is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).


The total value of restricted common shares vested during the years ended 2017, 20162023, 2022 and 20152021 was $12.4$18.2 million, $12.7$10.6 million and $13.1$9.4 million, respectively. During 2017, 2016the years ended 2023, 2022 and 2015,2021, we withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total number of shares withheld were 69,886, 66,760approximately 380,000, 240,000 and 31,863139,000 for 2017, 2016the years ended 2023, 2022 and 2015,2021, respectively, and were based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date. Total amounts paid for the employees' tax obligation to taxing authorities were $2.4$7.3 million, $2.2$3.7 million and $1.1$2.1 million for 2017, 2016the years ended 2023, 2022 and 2015,2021, respectively, which isare reflected as a financing activity within the consolidated statements of cash flows.


F-47


Notional Unit Performance Awards


OutperformancePerformance Share Plan


Each year, the Compensation Committee of Tanger Factory Outlet Centers, Inc.the Company approves the terms and the number of awards to be granted under the Tanger Factory Outlet Centers, Inc. OutperformancePerformance Share Plan (the “OPP"“PSP"), formerly titled the "Outperformance Plan". The OPPPSP is a long-term incentive compensation plan. Recipients may earn units whichthat may convert, subject to the achievement of the goals described below, into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period. AnyFor all recipients, any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50% of the shares vesting immediately following the measurement period, and the remaining 50% vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability.disability).


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The following table sets forth OPPPSP performance targets and other relevant information about each plan:
2023
PSP(1)
2022
PSP(1)
2021
PSP(1)
2020
PSP(1)
Performance targets
Absolute portion of award:
Percent of total award33%33%33%33%
Absolute total shareholder return range26 %-41%26 %-41%26 %-41%37 %-52%
Percentage of units to be earned20 %-100%20 %-100%20 %-100%20 %-100%
Relative portion of award:
Percent of total award67%67%67%67%
Percentile rank of peer group range30 th-80th30 th-80th30 th-80th30 th-80th
Percentage of units to be earned20%-100%20%-100%20%-100%20%-100%
Maximum number of restricted common shares that may be earned499,696555,349688,824902,167
Grant date fair value per share$12.08$11.68$9.65$7.30
April 2020 grant date fair value per share (2)
N/AN/AN/A$3.11
August 2021 grant date fair value per share (3)
N/AN/A$12.44N/A
(1)The number of restricted common shares received under the 2023, 2022, 2021 and 2020 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group. The peer group is based on companies included in the FTSE Nareit Equity Retail Index.
(2)In April 2020, Mr. Yalof was awarded 205,480 notional units under the 2020 PSP. These awards have the same terms as the awards our executive officers received in February 2020.
(3)In August of 2021, additional awards under the 2021 PSP were granted to recently hired senior executive officers whereby a maximum of approximately 26,000 restricted common shares may be earned.

F-48

  2017 OPP 2016 OPP 
2015 OPP(1) 
 
2014 OPP(2)
 
2013 OPP (3)
Performance targets (4)
          
Absolute portion of award:          
Percent of total award 50% 50% 60% 70% 70%
Absolute share price appreciation range 18% - 35% 18% - 35% 25% - 35% 25% - 35% 25% - 35%
Percentage of units to be earned 20%-100% 20%-100% 33%-100% 33%-100% 33%-100%
           
Relative portion of award:          
Percent of total award 50% 50% 40% 30% 30%
Percentile rank of peer group range(5)
 40th - 70th 40th - 70th 50th - 70th 50th - 70th 50th - 70th
Percentage of units to be earned 20%-100% 20%-100% 33%-100% 33%-100% 33%-100%
           
Maximum number of restricted common shares that may be earned 296,400
 321,900
 306,600
 329,700
 315,150
Grant date fair value per share $16.60
 $15.10
 $15.85
 $14.71
 $13.99

(1)On December 31, 2017, the measurement period for the 2015 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2015 OPP performance awards were automatically forfeited.
(2)
On December 31, 2016, the measurement period for the 2014 OPP expired. Based on the Company’s absolute total shareholder return over the three-year measurement period, we issued 184,455 restricted common shares in January 2017, with 94,663 vesting immediately and the remaining 89,792 vesting in January one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability). Our relative total shareholder return for the 2014 OPP did not meet the minimum share price appreciation and no shares were earned under this component of the 2014 OPP.
(3)On December 31, 2015, the measurement period for the 2013 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2013 OPP performance awards were automatically forfeited.
(4)The performance shares for the OPP will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds, both for absolute total shareholder return and for relative total shareholder return. The share price for the purposes of calculation of share price appreciation will be adjusted on a penny-for-penny basis with respect to any dividend payments made during the measurement period.
(5)The peer group is based on companies included in the SNL Equity REIT index.

The fair values of the OPPPSP awards granted during the years ended December 31, 2017, 2016,2023, 2022 and 20152021 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:
PSPPSPPSP
202320222021
Risk free interest rate (1)
3.90 %1.70 %0.20 %
Expected dividend yield (2)
4.6 %5.7 %6.5 %
Expected volatility (3)
62 %65 %61 %
  2017 2016 2015
Risk free interest rate (1)
 1.52% 1.05% 0.86%
Expected dividend yield (2)
 3.4% 3.1% 2.7%
Expected volatility (3)
 19% 21% 20%
(1)Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the restricted unit grants.
(2)The dividend yield is calculated utilizing the dividends paid for the previous five-year period.
(3)Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period.

(1)Represents the interest rate as of the grant date on U.S. treasury bonds having the same life as the estimated life of the restricted unit grants.

(2)The dividend yield is calculated utilizing the dividends paid for the previous five-year period.
F-51(3)Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period.





The following table sets forth OPPPSP activity for the years ended December 31, 2017, 2016,2023, 2022 and 2015:2021:
Unvested PSP Awards
Number of unitsWeighted average grant date fair value
Outstanding as of December 31, 20201,709,774 $9.17 
Awarded668,824 9.76 
Earned (1)
(76,478)12.42 
Forfeited(475,854)11.03 
Outstanding as of December 31, 20211,826,266 $8.82 
Awarded556,794 11.68 
Earned (1)
(96,592)12.42 
Forfeited(475,061)11.44 
Outstanding as of December 31, 20221,811,407 $8.84 
Awarded499,696 12.08 
Earned (1)
(758,814)7.30 
Forfeited(149,948)9.87 
Outstanding as of December 31, 20231,402,341 $10.29 
(1)Represents the units under the 2018, 2019 and 2020 PSP that are no longer outstanding and have been settled in restricted common shares.


F-49

Unvested OPP Awards 
 Number of units Weighted average grant date fair value
Outstanding as of December 31, 2014 644,850
 $14.36
Awarded 306,600
 15.85
Forfeited (407,150) 14.28
Outstanding as of December 31, 2015 544,300
 $15.26
Awarded 321,900
 15.10
Forfeited (107,024) 14.77
Outstanding as of December 31, 2016 759,176
 $15.36
Awarded 296,400
 16.60
Earned (1)
 (184,455) 14.71
Forfeited (267,710) 15.84
Outstanding as of December 31, 2017 603,411
 $15.83

(1)Represents the units under the 2014 OPP that are no longer outstanding and have been settled in restricted common shares.

Option Awards


Options outstanding at December 31, 20172023 had the following weighted average exercise prices and weighted average remaining contractual lives:
Options OutstandingOptions Exercisable
Exercise pricesOptionsWeighted average exercise priceWeighted remaining contractual life in yearsOptionsWeighted average exercise price
$5.73 153,700 $5.73 6.6967,100 $5.73 
$7.15 1,000,000 $7.15 6.371,000,000 $7.15 
$19.37 250,000 $19.37 8.91— $— 
$21.94 118,000 $21.94 4.20118,000 $21.94 
$32.02 83,300 $32.02 0.0183,300 $32.02 
1,605,000 $11.30 6.311,268,400 $10.08 
  Options Outstanding Options Exercisable
Exercise prices Options Weighted average exercise price Weighted remaining contractual life in years Options Weighted average exercise price
$26.06
 62,200
 $26.06
 3.15 62,200
 $26.06
32.02
 169,000
 32.02
 6.00 89,800
 32.02
  231,200
 $30.42
 5.24 152,000
 $29.58


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A summary of option activity under the Plan for the years ended December 31, 2017, 2016,2023, 2022 and 20152021 (aggregate intrinsic value amount in thousands):
OptionsSharesWeighted-average exercise priceWeighted-average remaining contractual life in yearsAggregate intrinsic value
Outstanding as of December 31, 20201,805,700 $11.69 
Granted— — 
Exercised(42,100)6.31 
Forfeited(168,000)22.84 
Outstanding as of December 31, 20211,595,600 $10.68 7.64$— 
Granted250,000 19.37 
Exercised(15,500)5.73 
Forfeited(113,300)17.66 
Outstanding as of December 31, 20221,716,800 $11.53 6.79$— 
Granted— — 
Exercised(85,500)14.45 
Forfeited(26,300)16.55 
Outstanding as of December 31, 20231,605,000 $11.30 6.31$26,719 
Vested and Expected to Vest as of
December 31, 20231,597,633 $11.32 6.31$26,557 
Exercisable as of December 31, 20231,268,400 $10.08 5.77$22,728 








F-50


Options Shares Weighted-average exercise price Weighted-average remaining contractual life in years Aggregate intrinsic value
Outstanding as of December 31, 2014 370,500
 $30.20
    
Granted 
 
    
Exercised (28,400) 27.76
    
Forfeited (23,700) 31.58
    
Outstanding as of December 31, 2015 318,400
 $30.32
 7.19 $924
Granted 
 
    
Exercised (59,700) 29.31
    
Forfeited (16,500) 31.86
    
Outstanding as of December 31, 2016 242,200
 $30.46
 6.26 $1,287
Granted 
 
    
Exercised (1,800) 29.70
    
Forfeited (9,200) 31.83
    
Outstanding as of December 31, 2017 231,200
 $30.42
 5.24 $28
         
Vested and Expected to Vest as of        
December 31, 2017 227,569
 $30.39
 5.22 $28
         
Exercisable as of December 31, 2017 152,000
 $29.58
 4.84 $28

In November 2022, Michael Bilerman became the Executive Vice President, Chief Financial Officer and Chief Investment Officer of the Company. Mr. Bilerman was granted 250,000 options that have an exercise price of $19.37 per share, which equaled the closing market price of a common share of the Company on the day prior to the grant date. The total intrinsicoptions expire 10 years from the date of grant and 50% of the options become exercisable on November 29, 2024, 25% of the options become exercisable on November 29, 2025 and 25% of the options become exercisable on November 29, 2026, in each case, contingent upon continued employment with the Company through the applicable vesting date (subject to acceleration upon certain terminations of employment). The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $6.13 and included the following weighted-average assumptions: expected dividend yield of 5.10%; expected life of 6.8 years; expected volatility of 48%; a risk-free rate of 3.96%; and forfeiture rate of 0.0%.

In September 2020, the Company granted 334,500 options exercised duringto non-executive employees of the Company. The exercise price of the options granted was $5.73 per share, which equaled the closing market price of the Company's common shares on the day prior to the grant date. The options expire 10 years endedfrom the date of grant and 20% of the options become exercisable in each of the first 5 years commencing one year from the date of grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $1.03 and included the following weighted-average assumptions: expected dividend yield of 4.93%; expected life of 6.5 years; expected volatility of 34.39%; a risk-free rate of 0.48%; and forfeiture rate of 7.2% dependent upon the employee's position within the Company.

In April 2020, Stephen Yalof became the President and Chief Operating Officer of the Company. Mr. Yalof was granted 1.0 million options that have an exercise price of $7.15 per share, which equaled the closing market price of a common share of the Company on the day prior to the grant date. As an inducement to his entering into employment with the Company, the options were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules. The options expire 10 years from the date of the grant and 25% of the options became exercisable on December 31, 2017, 20162020 with the remaining options vesting ratably on each December 31st through 2023, in each case, contingent upon continued employment with the Company through the applicable vesting date (subject to acceleration upon certain terminations of employment). The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $0.42 and 2015 was $8,000, $469,000included the following weighted-average assumptions: expected dividend yield of 9.86%; expected life of 7.9 years; expected volatility of 30%; a risk-free rate of 0.60%; and $200,000, respectively.forfeiture rate of 0.0%.


401(k) Retirement Savings Plan


We have a 401(k) Retirement Savings Plan covering substantially all employees who meet certain age and employment criteria. An employee may invest pretax earnings in the 401(k) plan up to the maximum legal limits (as defined by Federal regulations). This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts. During the years ended December 31, 2017, 20162023, 2022 and 2015,2021, we contributed approximately $862,000, $828,000$1.2 million, $968,000 and $742,000,$867,000, respectively, to the 401(k) Retirement Savings Plan.



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F-51





19.18. Accumulated Other Comprehensive Loss of the Company


The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the years ended December 31, 2017, 2016,2023, 2022 and 20152021 (in thousands):
Tanger Inc. Accumulated Other Comprehensive Income (Loss)Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive (Income) Loss
Foreign currencyCash flow hedgesTotalForeign currencyCash flow hedgesTotal
Balance December 31, 2020$(23,399)$(3,186)$(26,585)$(1,281)$(173)$(1,454)
Other comprehensive income (loss) before reclassifications223 3,776 3,999 30 179 209 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges3,463 1,362 4,825 167 66 233 
Balance December 31, 2021(19,713)1,952 (17,761)(1,084)72 (1,012)
Other comprehensive income (loss) before reclassifications(4,803)14,997 10,194 (267)725 458 
Reclassification out of accumulated other comprehensive income (loss) into interest expense— (3,470)(3,470)— (159)(159)
Balance December 31, 2022(24,516)13,479 (11,037)(1,351)638 (713)
Other comprehensive income (loss) before reclassifications1,431 — 1,431 58 — 58 
Reclassification out of accumulated other comprehensive income (loss) into interest expense— (13,913)(13,913)— (619)(619)
Balance December 31, 2023$(23,085)$(434)$(23,519)$(1,293)$19 $(1,274)
  Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive (Income) Loss
  Foreign currency Cash flow hedges Total Foreign currency Cash flow hedges Total
Balance December 31, 2014 $(14,113) $90
 $(14,023) $(773) $5
 $(768)
Other comprehensive loss before reclassifications (22,017) (2,279) (24,296) (1,183) (122) (1,305)
Reclassification out of accumulated other comprehensive income into interest expense 
 1,604
 1,604
 
 86
 86
Balance December 31, 2015 (36,130) (585) (36,715) (1,956) (31) (1,987)
Other comprehensive income before reclassifications 4,043
 2,539
 6,582
 216
 135
 351
Reclassification out of accumulated other comprehensive income into interest expense 
 1,838
 1,838
 
 97
 97
Balance December 31, 2016 (32,087) 3,792
 (28,295) (1,740) 201
 (1,539)
Other comprehensive income before reclassifications 7,727
 1,020
 8,747
 411
 55
 466
Reclassification out of accumulated other comprehensive income into interest expense 
 263
 263
 
 13
 13
Balance December 31, 2017 $(24,360) $5,075
 $(19,285) $(1,329) $269
 $(1,060)


We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $1.2$3.1 million of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2017.2023.



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F-52





20.19. Accumulated Other Comprehensive Loss of the Operating Partnership


The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the years ended December 31, 2017, 2016,2023, 2022 and 20152021 (in thousands):
Foreign currencyCash flow hedgesAccumulated other comprehensive income (loss)
Balance December 31, 2020$(24,680)$(3,359)$(28,039)
Other comprehensive income (loss) before reclassifications253 3,955 4,208 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges3,630 1,428 5,058 
Balance December 31, 2021(20,797)2,024 (18,773)
Other comprehensive income (loss) before reclassifications(5,070)15,722 10,652 
Reclassification out of accumulated other comprehensive income (loss) into interest expense— (3,629)(3,629)
Balance December 31, 2022(25,867)14,117 (11,750)
Other comprehensive income (loss) before reclassifications1,491 — 1,491 
Reclassification out of accumulated other comprehensive income (loss) into interest expense— (14,534)(14,534)
Balance December 31, 2023$(24,376)$(417)$(24,793)
  Foreign currency Cash flow hedges Accumulated other comprehensive income (loss)
Balance December 31, 2014 $(14,886) $95
 $(14,791)
Other comprehensive loss before reclassifications (23,200) (2,401) (25,601)
Reclassification out of accumulated other comprehensive income into interest expense 
 1,690
 1,690
Balance December 31, 2015 (38,086) (616) (38,702)
Other comprehensive income before reclassifications 4,259
 2,674
 6,933
Reclassification out of accumulated other comprehensive income into interest expense 
 1,935
 1,935
Balance December 31, 2016 (33,827) 3,993
 (29,834)
Other comprehensive income before reclassifications 8,138
 1,075
 9,213
Reclassification out of accumulated other comprehensive income into interest expense 
 276
 276
Balance December 31, 2017 $(25,689) $5,344
 $(20,345)


We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $1.2$3.1 million of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2017.2023.


21.20.    Supplementary Income Statement Information


The following amounts are included in property operating expenses for the years ended December 31, 2017, 20162023, 2022 and 20152021 (in thousands):
202320222021
Advertising and promotion$20,526 $19,848 $20,632 
Common area maintenance61,721 61,106 62,175 
Real estate taxes31,832 31,713 29,592 
Other operating expenses31,468 31,269 28,337 
$145,547 $143,936 $140,736 

F-53
  2017 2016 2015
Advertising and promotion $29,046
 $29,108
 $29,144
Common area maintenance 71,195
 70,616
 68,886
Real estate taxes 30,695
 28,542
 26,168
Other operating expenses 24,299
 23,751
 22,305
  $155,235
 $152,017
 $146,503



22.21.    Lease Agreements


Lessor

As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of ASC 842. We account for lease and non-lease components as a single component, which resulted in all of our revenues associated with leases being recorded as rental revenues in the consolidated statements of operations. For the years ended December 31, 2023, 2022 and 2021 we recorded a straight-line rent adjustment of $2.2 million, $1.7 million and $1.9 million, respectively, as an increase to rental revenues in our consolidated statements of operations to record revenues from executory costs on a straight-line basis. In addition, direct internal leasing costs are capitalized; however, indirect internal leasing costs are expensed. We only capitalize the portion of these types of costs incurred that are a direct result of an executed lease.

As of December 31, 2017,2023, we were the lessor to over 2,6002,400 stores in our 3632 consolidated outlet centers, under operating leases with initial terms that expire from 20182024 to 2033. 2039, with certain agreements containing extension options. We also have certain agreements which require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

For the years ended December 31, 2023, 2022 and 2021, the components of rental revenues are as follows (in thousands):
202320222021
Rental revenues - fixed$343,433 $319,219 $298,095 
Rental revenues - variable (1)
95,456 102,200 109,671 
Rental revenues$438,889 $421,419 $407,766 
(1)Primarily includes rents based on a percentage of tenant sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

Future minimum lease receipts under non-cancelable operating leases as of December 31, 2017,2023, excluding the effect of straight-line rent and percentagevariable rentals, are as follows (in thousands):
2024$274,169 
2025215,542 
2026166,269 
2027125,307 
202883,122 
Thereafter208,304 
$1,072,713 
2018 $280,644
2019 253,637
2020 231,031
2021 199,028
2022 171,083
Thereafter 448,227
  $1,583,650


Lessee
F-55



As of December 31, 2023 and 2022 we have operating lease right-of-use assets $77.4 million and $78.6 million, respectively, and operating lease liabilities of $86.1 million, and $87.5 million, respectively. In 2021, we recorded an impairment charge of $7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods center over its estimated fair value of which $563,000 of the impairment charge was allocated to the right-of-use asset.


23.    Commitments and Contingencies

Commitments and Contingencies of Consolidated Properties

Leases and capital expenditure commitments


Our non-cancelable operating leases, with initial terms in excess of one year, have terms, including certain extension options, that expire from 20182028 to 2101. Annual rental paymentsCertain extension options, which are reasonably certain at inception, are used in the calculation of our operating lease right-of-use assets based on the economic life of the asset. Leases with an initial term of 12 months or less (short-term leases) are not recorded on the balance sheet; we recognize lease expense for these leases totaled approximately $7.1 million, $7.0 million and $6.4 million, foron a straight-line basis over the years ended December 31, 2017, 2016 and 2015, respectively.lease term. The majority of our rental payments areoperating lease expense is related to ground leases at the following outlet centers: Myrtle Beach Hwy 17, Atlantic City, Ocean City, Sevierville, Riverhead, , Foxwoods and Rehoboth Beach.Beach and the lease of our corporate office in Greensboro, North Carolina.


Minimum
F-54


For the years ended December 31, 2023, 2022 and 2021, the components of lease costs are as follows (in thousands):
202320222021
Operating lease costs$5,493 $5,495 $5,511 
Short-term lease costs1,221 1,330 1,465 
Variable lease costs (1)
738 948 276 
Total lease costs$7,452 $7,773 $7,252 
(1)Our variable lease costs relate to our ground leases where increases in payments are based on center financial performance.

The discount rate applied to measure each operating lease right-of-use asset and operating lease liability is based on our incremental borrowing rate (“IBR”). We consider the general economic environment and our credit rating and factor in various financing and asset specific adjustments to ensure the IBR is appropriate based on the intended use of the underlying lease. The lease term and discount rates are as follows:
2023
Weighted - average remaining lease term (years)47.83
Weighted - average discount rate5.0 %

Cash flow information related to leases for the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands):
December 31, 2023December 31, 2022December 31, 2021
Operating cash outflows related to operating leases$5,709 $5,669 $5,613 

Maturities of lease liabilities as of December 31, 2023 for the next five years and thereafter are as follows (in thousands):
2024$5,765 
20255,816 
20265,854 
20275,893 
20284,946 
Thereafter204,366 
Total lease payments$232,640 
Less imputed interest146,564 
Present value of lease liabilities$86,076 


22.    Commitments and Contingencies
  Operating Leases
2018 $7,523
2019 7,385
2020 7,187
2021 7,119
2022 7,190
Thereafter 307,521
Total minimum payment $343,925

Commitments to complete construction of our ongoing capital projects and other capital expenditure requirements amounted to approximately $9.4 million at December 31, 2017.


Litigation


We are also subject to legal proceedings and claims, which arise from time to time in the ordinary course of our business and have not been finally adjudicated. In our opinion, the ultimate resolution of these matters is not expected to have a material effect on our consolidated financial statements. We record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. We review these estimates each accounting period as additional information is known and adjust the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, we estimate and disclose the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in our consolidated financial statements.


F-55


Lease Agreements

In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets. Our occupancy at our consolidated centers has remained at 97% at December 31, 2022 and 97% at December 31, 2023. If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.

Employment Agreements


We are party to employment agreements with certain executives that provide for compensation and certain other benefits. The agreements also provide for severance payments under certain circumstances. We are also party to an executive severance plan with certain other executives that provide for severance payments under certain circumstances.

Commitments and Contingencies of Unconsolidated Properties

Capital expenditure commitments

Contractual commitments for ongoing capital projects and other capital expenditure requirements related to our unconsolidated joint ventures amounted to approximately $1.1 million at December 31, 2017, of which our portion was approximately $548,000. Contractual commitments represent only those costs subject to contracts which are legal binding agreements as of December 31, 2017 and do not necessary represent the total cost to complete the projects.


F-56





Debt


We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. For construction and termmortgage loans, we may include a guaranty of completion as well as a principal guaranty ranging from 5% to 100% of principal.guaranty. The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees. As of December 31, 2017,2023, the maximum amount of joint venture debt guaranteed by the Company is $32.8$10.0 million.


24.23.    Subsequent Events


Dividends

In January 2018,2024, the Company's Board of Directors declared a $0.3425$0.26 quarterly cash dividend per common share payable on February 15, 20182024 to each shareholder of record on January 31, 2017,2024, and the Trustees of Tanger GP Trust declared a $0.3425$0.26 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

F-56
Increased Borrowing Capacity


TANGER INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 2023 (in thousands)
DescriptionInitial cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements) (1)
Gross Amount Carried at Close of Period
December 31, 2023 (2)
Center NameLocation
Encumbrances (3)
LandBuildings,
Improvements & Fixtures
LandBuildings,
Improvements & Fixtures
LandBuildings,
Improvements & Fixtures
Total
Accumulated
Depreciation (1)(4)
Date of
Construction or Acquisition
AshevilleAsheville, NC$— $6,092 $56,326 $— $— $6,092 $56,326 $62,418 $523 
2023 (5)
Atlantic CityAtlantic City, NJ12,613 — 125,988 — 18,435 — 144,423 144,423 56,067 
2011 (5)
BransonBranson, MO— 4,407 25,040 396 27,932 4,803 52,972 57,775 39,241 1994
CharlestonCharleston, SC— 10,353 48,877 — 23,141 10,353 72,018 82,371 41,578 2006
CommerceCommerce, GA— 1,262 14,046 707 39,569 1,969 53,615 55,584 41,022 1995
Daytona BeachDaytona Beach, FL— 9,913 80,410 — 9,989 9,913 90,399 100,312 32,478 2016
Deer ParkDeer Park, NY— 82,413 173,044 — 32,765 82,413 205,809 288,222 76,385 
2013 (5)
FoleyFoley, AL— 4,400 82,410 693 41,094 5,093 123,504 128,597 73,460 
2003 (5)
Fort WorthFort Worth, TX— 11,157 87,025 — 2,214 11,157 89,239 100,396 28,188 2017
Foxwoods (6)
Mashantucket, CT— — 130,941 — (96,392)— 34,549 34,549 3,829 2015
GonzalesGonzales, LA— 679 15,895 — 34,897 679 50,792 51,471 40,361 1992
Grand RapidsGrand Rapids, MI— 8,180 75,420 — 4,740 8,180 80,160 88,340 33,016 2015
HersheyHershey, PA— 3,673 48,186 — 16,898 3,673 65,084 68,757 24,985 
2011(5)
Hilton Head IBluffton, SC— 4,753 — — 34,183 4,753 34,183 38,936 20,620 2011
Hilton Head IIBluffton, SC— 5,128 20,668 — 18,608 5,128 39,276 44,404 24,350 
2003 (5)
HowellHowell, MI— 2,250 35,250 — 18,383 2,250 53,633 55,883 33,890 
2002 (5)
HuntsvilleHuntsville, AL— 22,432 145,990 — — 22,432 145,990 168,422 1,427 
2023 (5)
LancasterLancaster, PA— 3,691 19,907 6,656 66,253 10,347 86,160 96,507 44,323 
1994 (5)
Locust GroveLocust Grove, GA— 2,558 11,801 57 35,739 2,615 47,540 50,155 33,423 1994
MebaneMebane, NC— 8,821 53,362 — 9,590 8,821 62,952 71,773 37,819 2010
Myrtle Beach Hwy 17Myrtle Beach, SC— — 80,733 — 33,414 — 114,147 114,147 53,115 
2009 (5)
Myrtle Beach Hwy 501Myrtle Beach, SC— 8,781 56,798 — 44,565 8,781 101,363 110,144 60,868 
2003 (5)
NashvilleNashville, TN— 8,772 133,641 — — 8,772 133,641 142,413 1,390 2023
F-57


TANGER INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 2023 (in thousands)
DescriptionInitial cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements) (1)
Gross Amount Carried at Close of Period
December 31, 2023(2)
Center NameLocation
Encumbrances (3)
LandBuildings,
Improvements & Fixtures
LandBuildings,
Improvements & Fixtures
LandBuildings,
Improvements & Fixtures
Total
Accumulated
Depreciation (1)(4)
Date of
Construction or Acquisition
PittsburghPittsburgh, PA— 5,528 91,288 18,086 5,531 109,374 114,905 76,811 2008
Rehoboth BeachRehoboth Beach, DE— 20,600 74,209 1,876 67,860 22,476 142,069 164,545 74,123 
2003 (5)
RiverheadRiverhead, NY— — 36,374 6,152 144,602 6,152 180,976 187,128 125,084 1993
San MarcosSan Marcos, TX— 1,801 9,440 2,301 66,925 4,102 76,365 80,467 52,230 1993
SavannahPooler, GA— 8,432 167,780 — 19,313 8,432 187,093 195,525 47,734 
2016 (5)
SeviervilleSevierville, TN— — 18,495 — 57,470 — 75,965 75,965 50,809 
1997 (5)
SouthavenSouthaven, MS51,428 14,959 50,511 — (1,669)14,959 48,842 63,801 26,034 2015
TiltonTilton, NH— 1,800 24,838 28 17,732 1,828 42,570 44,398 24,692 
2003 (5)
WestgateGlendale, AZ— 19,037 140,337 2,558 24,746 21,595 165,083 186,678 37,214 
2016 (5)
OtherVarious— 306 1,495 — 28 306 1,523 1,829 1,175 Various
$64,041 $282,178 $2,136,525 $21,427 $831,110 $303,605 $2,967,635 $3,271,240 $1,318,264 
(1)Includes impairment charges that reduce the asset value.
(2)Aggregate cost for federal income tax purposes is approximately $3.4 billion.
(3)Including premiums and Extensionnet of Unsecured Linesdebt origination costs.
(4)We generally use estimated lives of Credit

In January 2018, we closed on amendments to our unsecured lines of credit, which increased33 years for buildings and 15 years for land improvements. Tenant finishing allowances are depreciated over the borrowing capacity from $520.0 million to $600.0 million and extended the maturity date from October 2019 to October 2021, with a one-year extension option. We also reduced the interest rate spread over LIBOR from 0.90% to 0.875%, increased the incremental borrowing availability through an accordion featureinitial lease term. Building, improvements & fixtures includes amounts included in construction in progress on the syndicated line from $1.0 billion to $1.2 billion. Loan origination costs associated with the amendments totaledconsolidated balance sheet.
(5)Represents year acquired.
(6)Amounts net of $6.4 million impairment charges taken during 2021 consisting of a write-off of approximately $2.3 million.$8.6 million of building and improvement cost and $2.2 million of accumulated depreciation. Amounts net of $60.1 million impairment charges taken during 2020 consisting of a write-off of approximately $89.8 million of building and improvement cost and $29.7 million of accumulated depreciation.


Notional Unit Performance Awards


In February 2018, the Compensation Committee of the Company approved the general terms of the Tanger Factory Outlet Centers, Inc. 2018 Outperformance Plan (the “2018 OPP"). The 2018 OPP is a long-term incentive compensation plan. Recipients may earn units which may convert, into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period. Any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50% of the shares vesting immediately following the measurement period, and the remaining 50% vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).


Southaven Loan

In February 2018, the consolidated joint venture that owns the Tanger outlet center in Southaven, Mississippi amended and restated the $60.0 million mortgage loan secured by the property. The amended and restated loan reduced the principal balance to $51.4 million, increased the interest rate from LIBOR + 1.75% to LIBOR + 1.80% and extended the maturity to April 2021, with a two-year extension option.


F-57




25.    Quarterly Financial Data of the Company (Unaudited)

The following table sets forth the Company's summarized quarterly financial information for the years ended December 31, 2017 and 2016 (unaudited and in thousands, except per common share data)(1). This information is not required for the Operating Partnership:
  
Year Ended December 31, 2017 (1)
  First Quarter 
Second Quarter(2)
 
Third Quarter(3)
 
Fourth
 Quarter
Total revenues $121,368
 $119,614
 $120,765
 $126,487
Operating income 37,648
 38,093
 41,383
 43,599
Net income (loss) 23,514
 30,947
 (16,034) 33,449
Income (loss) attributable to Tanger Factory Outlet Centers, Inc. 22,336
 29,390
 (15,219) 31,495
Income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc. 22,041
 29,084
 (15,525) 31,193
         
Basic earnings per common share:        
Net income (loss) $0.23
 $0.31
 $(0.17) $0.33
         
Diluted earnings per common share:        
Net income (loss) $0.23
 $0.31
 $(0.17) $0.33
(1)Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
(2)In the second quarter of 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut.
(3)
In the third quarter of 2017, net income includes a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge, associated with our RioCan Canada unconsolidated joint ventures.


F-58





  
Year Ended December 31, 2016 (1)
  
First Quarter(2)
 
Second Quarter(3)
 
Third Quarter(4)
 
Fourth
 Quarter
Total revenues $110,805
 $111,333
 $119,137
 $124,559
Operating income 34,799
 38,340
 39,875
 38,263
Net income 28,617
 77,302
 72,774
 25,636
Income attributable to Tanger Factory Outlet Centers, Inc. 27,150
 73,417
 69,104
 24,073
Income available to common shareholders of Tanger Factory Outlet Centers, Inc. 26,856
 72,692
 68,477
 23,793
         
Basic earnings per common share :        
Net income $0.28
 $0.76
 $0.72
 $0.25
         
Diluted earnings per common share:        
Net income $0.28
 $0.76
 $0.72
 $0.25
(1)Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
(2)In the first quarter of 2016, net income includes a gain of $4.9 million on the sale of our outlet center in Fort Myers, Florida.
(3)In the second quarter of 2016, net income includes a gain of $49.3 million on the acquisition of our other venture partners' equity interests in the Westgate joint venture.
(4)In the third quarter of 2016, net income includes a gain of $46.3 million on the acquisition of our other venture partners' equity interests in the Savannah joint venture and a $1.4 million gain on the sale of an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 501.





F-59



TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 2017 (in thousands)
                     
Description   Initial cost to Company 
Costs Capitalized
Subsequent to Acquisition
(Improvements)
 
Gross Amount Carried at Close of Period
December 31, 2017 (1)
      
Outlet Center Name Location 
Encum-brances (2)
 Land
Buildings,
Improve-ments & Fixtures
 Land
Buildings,
Improve-ments & Fixtures
 Land
Buildings,
Improve-ments & Fixtures
Total 
Accumulated
Depreciation
 
Date of
Construction or Acquisition
 
Life Used to
Compute
Depreciation
in Income
Statement
Atlantic City Atlantic City, NJ $39,879
 $
$125,988
 $
$5,006
 $
$130,994
$130,994
 $28,612
 
2011 (4)
 
(3) 
Blowing Rock Blowing Rock, NC 
 1,963
9,424
 
8,652
 1,963
18,076
20,039
 10,028
 
1997 (4)
 
(3) 
Branson Branson, MO 
 4,407
25,040
 396
23,057
 4,803
48,097
52,900
 30,082
 1994 
(3) 
Charleston Charleston, SC 
 10,353
48,877
 
14,816
 10,353
63,693
74,046
 28,547
 2006 
(3) 
Commerce Commerce, GA 
 1,262
14,046
 707
34,928
 1,969
48,974
50,943
 31,710
 1995 
(3) 
Daytona Beach Daytona Beach, FL 
 9,913
81,183
 

 9,913
81,183
91,096
 5,315
 2016 
(3) 
Deer Park Deer Park, NY 
 82,413
173,044
 
12,194
 82,413
185,238
267,651
 32,435
 
2013 (4)
 
(3) 
Foley Foley, AL 
 4,400
82,410
 693
41,927
 5,093
124,337
129,430
 54,558
 
2003 (4)
 
(3) 
Fort Worth Fort Worth, TX 
 11,157
83,827
 

 11,157
83,827
94,984
 601
 2017 
(3) 
Foxwoods Mashantucket, CT 
 
130,561
 
1,262
 
131,823
131,823
 14,665
 2015 
(3) 
Gonzales Gonzales, LA 
 679
15,895
 
34,684
 679
50,579
51,258
 31,867
 1992 
(3) 
Grand Rapids Grand Rapids, MI 
 8,180
75,420
 
566
 8,180
75,986
84,166
 10,177
 2015 
(3) 
Hershey Hershey, PA 
 3,673
48,186
 
3,905
 3,673
52,091
55,764
 12,597
 
2011(4)
 
(3) 
Hilton Head I Bluffton, SC 
 4,753

 
33,346
 4,753
33,346
38,099
 12,605
 2011 
(3) 
Hilton Head II Bluffton, SC 
 5,128
20,668
 
12,137
 5,128
32,805
37,933
 15,458
 
2003 (4)
 
(3) 
Howell Howell, MI 
 2,250
35,250
 
14,288
 2,250
49,538
51,788
 23,380
 
2002 (4)
 
(3) 
Jeffersonville Jeffersonville, OH 
 2,752
111,276
 
11,683
 2,752
122,959
125,711
 26,729
 
2011 (4)
 
(3) 
Lancaster Lancaster, PA 
 3,691
19,907
 6,656
55,935
 10,347
75,842
86,189
 26,569
 
1994 (4)
 
(3) 
Locust Grove Locust Grove, GA 
 2,558
11,801
 
28,687
 2,558
40,488
43,046
 25,694
 1994 
(3) 
Mebane Mebane, NC 
 8,821
53,362
 
3,024
 8,821
56,386
65,207
 23,015
 2010 
(3) 
Myrtle Beach Hwy 17 Myrtle Beach, SC 
 
80,733
 
24,911
 
105,644
105,644
 29,791
 
2009 (4)
 
(3) 
Myrtle Beach Hwy 501 Myrtle Beach, SC 
 8,781
56,798
 
38,156
 8,781
94,954
103,735
 41,492
 
2003 (4)
 
(3) 
Nags Head Nags Head, NC 
 1,853
6,679
 
6,298
 1,853
12,977
14,830
 8,301
 
1997 (4)
 
(3) 
Ocean City Ocean City, MD 
 
16,334
 
12,946
 
29,280
29,280
 7,013
 
2011 (4)
 
(3) 
                     

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 2017 (in thousands)
                     
Description   Initial cost to Company 
Costs Capitalized
Subsequent to Acquisition
(Improvements)
 
Gross Amount Carried at Close of Period
December 31, 2017(1)
      
Outlet Center Name Location 
Encum-brances (2)

 Land
Buildings,
Improve-ments & Fixtures
 Land
Buildings,
Improve-ments & Fixtures
 Land
Buildings,
Improve-ments & Fixtures
Total 
Accumulated
Depreciation
 Date of
Construction or Acquisition
 
Life Used to
Compute
Depreciation
in Income
Statement
Park City Park City, UT 
 6,900
33,597
 343
27,524
 7,243
61,121
68,364
 25,774
 
2003 (4)
 
(3) 
Pittsburgh Pittsburgh, PA 
 5,528
91,288
 3
13,602
 5,531
104,890
110,421
 49,281
 2008 
(3) 
Rehoboth Beach Rehoboth Beach, DE 
 20,600
74,209
 1,875
53,335
 22,475
127,544
150,019
 47,162
 
2003 (4)
 
(3) 
Riverhead Riverhead, NY 
 
36,374
 6,152
127,942
 6,152
164,316
170,468
 89,714
 1993 
(3) 
San Marcos San Marcos, TX 
 1,801
9,440
 2,301
58,326
 4,102
67,766
71,868
 41,424
 1993 
(3) 
Savannah Pooler, GA 
 8,556
167,780
 
2,780
 8,556
170,560
179,116
 8,397
 
2016 (4)
 
(3) 
Sevierville Sevierville, TN 
 
18,495
 
48,944
 
67,439
67,439
 37,488
 
1997 (4)
 
(3) 
Southaven Southaven, MS 59,881
 14,959
62,042
 
3,194
 14,959
65,236
80,195
 8,629
 2015 
(3) 
Terrell Terrell, TX 
 523
13,432
 
9,712
 523
23,144
23,667
 18,173
 1994 
(3) 
Tilton Tilton, NH 
 1,800
24,838
 29
13,780
 1,829
38,618
40,447
 17,025
 
2003 (4)
 
(3) 
Westgate Glendale, AZ 
 19,037
140,337
 
2,329
 19,037
142,666
161,703
 7,013
 
2016 (4)
 
(3) 
Williamsburg Williamsburg, IA 
 706
6,781
 716
17,798
 1,422
24,579
26,001
 20,510
 1991 
(3) 
Other Various 
 710
1,496
 

 710
1,496
2,206
 136
 Various 
(3) 
    $99,760
 $260,107
$2,006,818
 $19,871
$801,674
 $279,978
$2,808,492
$3,088,470
 $901,967
    
(1)Aggregate cost for federal income tax purposes is approximately $3.1 billion.
(2)Including premiums and net of debt origination costs.
(3)We generally use estimated lives of 33 years for buildings and 15 years for land improvements. Tenant finishing allowances are depreciated over the initial lease term. Building, improvements & fixtures includes amounts included in construction in progress on the consolidated balance sheet.
(4)Represents year acquired.


TANGER FACTORY OUTLET CENTERS, INC. and SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES
SCHEDULE III - (Continued)
REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 20172023
(in thousands)


The changes in total real estate for the years ended December 31, 2017, 20162023, 2022 and 20152021 are as follows:

202320222021
Balance, beginning of year$2,855,871 $2,800,758 $2,793,372 
Improvements188,863 92,828 37,218 
Impairment charges— — (8,574)
Acquisitions230,840 — — 
Dispositions and other(4,334)(37,715)(21,258)
Balance, end of year$3,271,240 $2,855,871 $2,800,758 
  2017 2016 2015
Balance, beginning of year $2,965,907
 $2,513,217
 $2,263,603
Acquisitions 
 335,710
 
Improvements 175,868
 163,187
 245,391
Dispositions and reclassifications to and from rental property held for sale (53,305) (46,207) 4,223
Balance, end of year $3,088,470
 $2,965,907
 $2,513,217


The changes in accumulated depreciation for the years ended December 31, 2017, 20162023, 2022 and 20152021 are as follows:

202320222021
Balance, beginning of year$1,224,962 $1,145,388 $1,054,993 
Depreciation for the period97,636 97,916 96,990 
Impairment charges— — (2,160)
Dispositions and other(4,334)(18,342)(4,435)
Balance, end of year$1,318,264 $1,224,962 $1,145,388 

F-59
  2017 2016 2015
Balance, beginning of year $814,583
 $748,341
 $662,236
Depreciation for the period 107,845
 96,813
 85,872
Dispositions and reclassifications to and from rental property held for sale (20,461) (30,571) 233
Balance, end of year $901,967
 $814,583
 $748,341