EXPLANATORY NOTE

This report combines the unaudited quarterly reports on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2019 of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. Unless the context indicates otherwise, the term ~~"Company"~~“Company” refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term ~~"Operating Partnership"~~“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.

Tanger Factory Outlet Centers, Inc. and subsidiaries is one of the largest owners and operators of outlet centers in the United States and Canada. The Company is a fully-integrated, self-administered and self-managed real estate investment trust ~~("REIT"~~(“REIT”) which, through its controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. The outlet centers and other assets are held by, and all of the operations are conducted by, the Operating Partnership and its subsidiaries. Accordingly, the descriptions of the business, employees and properties of the Company are also descriptions of the business, employees and properties 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.

The Company 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 Trust controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest. As of ~~March 31,~~September 30, 2019, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned ~~94,102,666~~92,893,338 units of the Operating Partnership and other limited partners (the ~~"Non-Company LPs"~~“Non-Company LPs”) collectively owned 4,960,684 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~~Company’s common shares, subject to certain limitations to preserve the ~~Company's~~Company’s status as a REIT. 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~~Company’s Board of Directors are also the same individuals that make up Tanger GP ~~Trust's~~Trust’s Board of Trustees.

We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:

enhancing ~~investors'~~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 report instead of two separate reports.

There are only a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this 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 through its wholly-owned subsidiaries, the Tanger GP Trust and 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~~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.

The Operating Partnership holds all of the outlet 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~~shareholders’ equity and ~~partner's~~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 ~~partner's~~partners’ capital in the Operating ~~Partnership's~~Partnership’s financial statements and as noncontrolling interests in the ~~Company's~~Company’s financial statements.

To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections, as applicable, 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'~~Shareholders’ Equity, if applicable, and ~~Partners'~~Partners’ Equity;

Earnings Per Share and Earnings Per Unit;

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

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

This report also includes separate Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief 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 and 18 U.S.C. §1350.

The separate sections in this 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 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.

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 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.

TANGER FACTORY OUTLET CENTERS, INC. AND TANGER PROPERTIES LIMITED PARTNERSHIP

Index



	Page Number
Part I. Financial Information
Item 1.
FINANCIAL STATEMENTS OF TANGER FACTORY OUTLET CENTERS, INC. (Unaudited)
Consolidated Balance Sheets - as of ~~March 31,~~September 30, 2019 and December 31, 2018	5
Consolidated Statements of Operations - for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018	6
Consolidated Statements of Comprehensive Income - for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018	7
Consolidated Statements of ~~Shareholders'~~Shareholders’ Equity - for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018	8
Consolidated Statements of Cash Flows - for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018	10

FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of ~~March 31,~~September 30, 2019 and December 31, 2018	11
Consolidated Statements of Operations - for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018	12
Consolidated Statements of Comprehensive Income - for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018	13
Consolidated Statements of Equity - for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018	14
Consolidated Statements of Cash Flows - for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018	1516

Condensed Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership	1617

Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	3841

Item 3. Quantitative and Qualitative Disclosures about Market Risk	5361

Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)	5563

Part II. Other Information

Item 1. Legal Proceedings	5664

Item 1A. Risk Factors	5664

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	5664

Item 5. Other Information	64

Item 6. Exhibits	5766

Signatures	5867

PART I. - FINANCIAL INFORMATION

Item 1 - Financial Statements of Tanger Factory Outlet Centers, Inc.

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data, unaudited)


	March 31, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Assets
Rental property:
Land	$	267,910		$	278,428		$	267,642		$	278,428
Buildings, improvements and fixtures	2,639,764			2,764,649			2,663,507			2,764,649
Construction in progress	—			3,102			—			3,102
	2,907,674			3,046,179			2,931,149			3,046,179
Accumulated depreciation	(941,193		)	(981,305		)	(991,441		)	(981,305		)
Total rental property, net	1,966,481			2,064,874			1,939,708			2,064,874
Cash and cash equivalents	1,616			9,083			4,664			9,083
Investments in unconsolidated joint ventures	97,654			95,969			94,415			95,969
Deferred lease costs and other intangibles, net	106,170			116,874			101,373			116,874
Operating lease right-of-use assets	87,679			—			86,830			—
Prepaids and other assets	94,224			98,102			97,367			98,102
Total assets	$	2,353,824		$	2,384,902		$	2,324,357		$	2,384,902
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,137,145		$	1,136,663		$	1,138,115		$	1,136,663
Unsecured term loan, net	346,950			346,799			347,253			346,799
Mortgages payable, net	86,572			87,471			84,738			87,471
Unsecured lines of credit, net	12,117			141,985			1,817			141,985
Total debt	1,582,784			1,712,918			1,571,923			1,712,918
Accounts payable and accrued expenses	87,536			82,676			73,932			82,676
Operating lease liabilities	92,354			—			91,683			—
Other liabilities	87,707			83,773			88,619			83,773
Total liabilities	1,850,381			1,879,367			1,826,157			1,879,367
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $.01 par value, 300,000,000 shares authorized, 94,102,666 and 93,941,783 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	941			939
Common shares, $.01 par value, 300,000,000 shares authorized, 92,893,338 and 93,941,783 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively							929			939
Paid in capital	780,936			778,845			771,868			778,845
Accumulated distributions in excess of net income	(276,491		)	(272,454		)	(272,481		)	(272,454		)
Accumulated other comprehensive loss	(27,153		)	(27,151		)	(27,372		)	(27,151		)
Equity attributable to Tanger Factory Outlet Centers, Inc.	478,233			480,179			472,944			480,179
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership	25,210			25,356			25,256			25,356
Noncontrolling interests in other consolidated partnerships	—			—			—			—
Total equity	503,443			505,535			498,200			505,535
Total liabilities and equity	$	2,353,824		$	2,384,902		$	2,324,357		$	2,384,902

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data, unaudited)


	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018			2019			2018
Revenues:
Rental revenues	$	119,954		$	120,656		$	115,050		$	120,277		$	347,389		$	357,450
Management, leasing and other services	1,342			1,199			1,356			1,239			3,943			3,580
Other revenues	1,859			1,680			2,588			2,720			6,524			6,452
Total revenues	123,155			123,535			118,994			124,236			357,856			367,482
Expenses:
Property operating	42,377			42,218			39,149			39,653			118,252			119,817
General and administrative	12,145			11,112			12,292			10,752			40,910			32,861
Impairment charge							—			49,739			—			49,739
Depreciation and amortization	31,760			33,123			30,103			32,850			93,009			98,667
Total expenses	86,282			86,453			81,544			132,994			252,171			301,084
Other income (expense):
Interest expense	(16,307		)	(15,800		)	(15,197		)	(16,367		)	(46,638		)	(48,348		)
Gain on sale of assets	43,422			—			—			—			43,422			—
Other income	224			209
Other income (expense)							227			261			(2,966		)	661
Total other income (expense)	27,339			(15,591		)	(14,970		)	(16,106		)	(6,182		)	(47,687		)
Income before equity in earnings of unconsolidated joint ventures	64,212			21,491
Income (loss) before equity in earnings of unconsolidated joint ventures							22,480			(24,864		)	99,503			18,711
Equity in earnings of unconsolidated joint ventures	1,629			2,194			2,329			1,833			5,604			6,233
Net income	65,841			23,685
Net income (loss)							24,809			(23,031		)	105,107			24,944
Noncontrolling interests in Operating Partnership	(3,315		)	(1,217		)	(1,263		)	1,172			(5,308		)	(1,274		)
Noncontrolling interests in other consolidated partnerships	(195		)	370			—			—			(195		)	278
Net income attributable to Tanger Factory Outlet Centers, Inc.	$	62,331		$	22,838
Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.							$	23,546		$	(21,859	)	$	99,604		$	23,948

Basic earnings per common share:
Net income	$	0.66		$	0.24
Net income (loss)							$	0.25		$	(0.24	)	$	1.06		$	0.25
Diluted earnings per common share:
Net income	$	0.66		$	0.24
Net income (loss)							$	0.25		$	(0.24	)	$	1.06		$	0.25

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

Three months ended March 31,
2019 2018
Net income $ 65,841
$ 23,685
Other comprehensive income (loss):
Foreign currency translation adjustments 1,949
(3,095 )
Change in fair value of cash flow hedges (1,952 ) 2,739
Other comprehensive loss (3 ) (356 )
Comprehensive income 65,838
23,329
Comprehensive income attributable to noncontrolling interests (3,509 ) (829 )
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc. $ 62,329
$ 22,500



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Net income (loss)	$	24,809		$	(23,031	)	$	105,107		$	24,944
Other comprehensive income (loss):
Foreign currency translation adjustments	(1,051		)	1,921			6,341			(3,176		)
Change in fair value of cash flow hedges	(1,011		)	512			(6,576		)	4,095
Other comprehensive income (loss)	(2,062		)	2,433			(235		)	919
Comprehensive income (loss)	22,747			(20,598		)	104,872			25,863
Comprehensive (income) loss attributable to noncontrolling interests	(1,158		)	1,048			(5,489		)	(1,043		)
Comprehensive income (loss) attributable to Tanger Factory Outlet Centers, Inc.	$	21,589		$	(19,550	)	$	99,383		$	24,820

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS'~~SHAREHOLDERS’ EQUITY

(In thousands, except share and per share data, unaudited)



	Common shares			Paid in capital			Accumulated distributions in excess of earnings			Accumulated other comprehensive loss			Equity attributable to Tanger Factory Outlet Centers, Inc.			Noncontrolling interests in Operating Partnership			Noncontrolling interests in other consolidated partnerships			Total equity
Balance, June 30, 2018	$	939		$	770,877		$	(204,506	)	$	(20,722	)	$	546,588		$	29,076		$	—		$	575,664
Net loss	—			—			(21,859		)	—			(21,859		)	(1,172		)	—			(23,031		)
Other comprehensive income	—			—			—			2,309			2,309			124			—			2,433
Compensation under Incentive Award Plan	—			4,058			—			—			4,058			—			—			4,058
Adjustment for noncontrolling interests in Operating Partnership	—			(211		)	—			—			(211		)	211			—			—
Common dividends ($0.35 per share)	—			—			(32,893		)	—			(32,893		)	—			—			(32,893		)
Distributions to noncontrolling interests	—			—			—			—			—			(1,748		)	—			(1,748		)
Balance, September 30, 2018	$	939		$	774,724		$	(259,258	)	$	(18,413	)	$	497,992		$	26,491		$	—		$	524,483

	Common shares			Paid in capital			Accumulated distributions in excess of earnings			Accumulated other comprehensive loss			Equity attributable to Tanger Factory Outlet Centers, Inc.			Noncontrolling interests in Operating Partnership			Noncontrolling interests in other consolidated partnerships			Total equity
Balance, December 31, 2017	$	946		$	784,782		$	(184,865	)	$	(19,285	)	$	581,578		$	30,724		$	—		$	612,302
Net income	—			—			23,948			—			23,948			1,274			(278		)	24,944
Other comprehensive income	—			—			—			872			872			47			—			919
Compensation under Incentive Award Plan	—			11,654			—			—			11,654			—			—			11,654
Grant of 355,184 restricted common share awards, net of forfeitures	3			(3		)	—			—			—			—			—			—
Repurchase of 919,249 common shares, including transaction costs	(9		)	(19,989		)	—			—			(19,998		)	—			—			(19,998		)
Withholding of 89,437 common shares for employee income taxes	(1		)	(2,067		)	—			—			(2,068		)	—			—			(2,068		)
Contributions from noncontrolling interests	—			—			—			—			—			—			445			445
Adjustment for noncontrolling interests in Operating Partnership	—			347			—			—			347			(347		)	—			—
Common dividends ($1.0425 per share)	—			—			(98,341		)	—			(98,341		)	—			—			(98,341		)
Distributions to noncontrolling interests	—			—			—			—			—			(5,207		)	(167		)	(5,374		)
Balance, September 30, 2018	$	939		$	774,724		$	(259,258	)	$	(18,413	)	$	497,992		$	26,491		$	—		$	524,483

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

Common shares Paid in capital Accumulated distributions in excess of earnings Accumulated other comprehensive loss Equity attributable to Tanger Factory Outlet Centers, Inc. Noncontrolling interests in Operating Partnership
Noncontrolling
interests in
other consolidated partnerships
Total
equity
Balance,
December 31, 2017
$ 946
$ 784,782
$ (184,865 ) $ (19,285 ) $ 581,578
$ 30,724
$ —
$ 612,302
Net income —
—
22,838
—
22,838
1,217
(370 ) 23,685
Other comprehensive loss —
—
—
(338 ) (338 ) (18 ) —
(356 )
Compensation under Incentive Award Plan —
3,656
—
—
3,656
—
—
3,656
Grant of 355,184 restricted common share awards, net of forfeitures 3
(3 ) —
—
—
—
—
—
Repurchase of 443,700 common shares, including transaction costs (4 ) (9,994 ) —
—
(9,998 ) —
—
(9,998 )
Withholding of 89,437 common shares for employee income taxes (1 ) (2,067 ) —
—
(2,068 ) —
—
(2,068 )
Contributions from noncontrolling interests —
—
—
—
—
—
445
445
Adjustment for noncontrolling interests in Operating Partnership —
379
—
—
379
(379 ) —
—
Common dividends
($0.3425 per share)
—
—
(32,389 ) —
(32,389 ) —
—
(32,389 )
Distributions to noncontrolling interests —
—
—
—
—
(1,711 ) (75 ) (1,786 )
Balance, March 31, 2018 $ 944
$ 776,753
$ (194,416 ) $ (19,623 ) $ 563,658
$ 29,833
$ —
$ 593,491

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



TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands, except share and per share data, unaudited)
	Common shares			Paid in capital			Accumulated distributions in excess of earnings			Accumulated other comprehensive loss			Equity attributable to Tanger Factory Outlet Centers, Inc.			Noncontrolling interests in Operating Partnership			Noncontrolling interests in other consolidated partnerships			Total equity
Balance, June 30, 2019	$	935		$	778,026		$	(262,764	)	$	(25,415	)	$	490,782		$	26,026		$	—		$	516,808
Net income	—			—			23,546			—			23,546			1,263			—			24,809
Other comprehensive loss	—			—			—			(1,957		)	(1,957		)	(105		)	—			(2,062		)
Compensation under Incentive Award Plan	—			3,669			—			—			3,669			—			—			3,669
Repurchase of 650,929 common shares, including transaction costs	(6		)	(9,994		)	—			—			(10,000		)	—			—			(10,000		)
Contributions from noncontrolling interests	—			—			—			—			—			—			11			11
Adjustment for noncontrolling interests in Operating Partnership	—			167			—			—			167			(167		)	—			—
Common dividends ($0.355 per share)	—			—			(33,263		)	—			(33,263		)	—			—			(33,263		)
Distributions to noncontrolling interests	—			—			—			—			—			(1,761		)	(11		)	(1,772		)
Balance, September 30, 2019	$	929		$	771,868		$	(272,481	)	$	(27,372	)	$	472,944		$	25,256		$	—		$	498,200

	Common shares			Paid in capital			Accumulated distributions in excess of earnings			Accumulated other comprehensive loss			Equity attributable to Tanger Factory Outlet Centers, Inc.			Noncontrolling interests in Operating Partnership			Noncontrolling interests in other consolidated partnerships			Total equity
Balance, December 31, 2018	$	939		$	778,845		$	(272,454	)	$	(27,151	)	$	480,179		$	25,356		$	—		$	505,535
Net income	—			—			99,604			—			99,604			5,308			195			105,107
Other comprehensive loss	—			—			—			(221		)	(221		)	(14		)	—			(235		)
Compensation under Incentive Award Plan	—			14,657			—			—			14,657			—			—			14,657
Grant of 242,167 restricted common share awards, net of forfeitures	3			(3		)	—			—			—			—			—			—
Repurchase of 1,209,328 common shares, including transaction costs	(12		)	(19,988		)	—			—			(20,000		)	—			—			(20,000		)
Withholding of 81,284 common shares for employee income taxes	(1		)	(1,780		)	—			—			(1,781		)	—			—			(1,781		)
Contributions from noncontrolling interests	—			—			—			—			—			—			47			47
Adjustment for noncontrolling interests in Operating Partnership	—			137			—			—			137			(137		)	—			—
Common dividends ($1.060 per share)	—			—			(99,631		)	—			(99,631		)	—			—			(99,631		)
Distributions to noncontrolling interests	—			—			—			—			—			(5,257		)	(242		)	(5,499		)
Balance, September 30, 2019	$	929		$	771,868		$	(272,481	)	$	(27,372	)	$	472,944		$	25,256		$	—		$	498,200

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share and per share data, unaudited)
Common shares Paid in capital Accumulated distributions in excess of earnings Accumulated other comprehensive loss Equity attributable to Tanger Factory Outlet Centers, Inc. Noncontrolling interests in Operating Partnership
Noncontrolling
interests in
other consolidated partnerships
Total
equity
Balance, December 31, 2018 $ 939
$ 778,845
$ (272,454 ) $ (27,151 ) $ 480,179
$ 25,356
$ —
$ 505,535
Net income —
—
62,331
—
62,331
3,315
195
65,841
Other comprehensive loss —
—
—
(2 ) (2 ) (1 ) —
(3 )
Compensation under Incentive Award Plan —
3,910
—
—
3,910
—
—
3,910
Grant of 242,167 restricted common share awards, net of forfeitures 3
(3 ) —
—
—
—
—
—
Withholding of
81,284 common shares for employee income taxes (1 ) (1,780 ) —
—
(1,781 ) —
—
(1,781 )
Contributions from noncontrolling interests —
—
—
—
—
—
18
18
Adjustment for noncontrolling interests in Operating Partnership —
(36 ) —
—
(36 ) 36
—
—
Common dividends
($0.705 per share) ⁽¹⁾
—
—
(66,368 ) —
(66,368 ) —
—
(66,368 )
Distributions to noncontrolling interests —
—
—
—
—
(3,496 ) (213 ) (3,709 )
Balance, March 31, 2019 $ 941
$ 780,936
$ (276,491 ) $ (27,153 ) $ 478,233
$ 25,210
$ —
$ 503,443


~~(1)~~	~~Includes both a $0.35 cash dividend per common share declared and paid during the first quarter of 2019 and a cash dividend declared in February 2019 payable in May 2019 of $0.355 per common share.~~

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Three months ended March 31,						Nine months ended September 30,
	2019			2018			2019			2018
OPERATING ACTIVITIES
Net income	$	65,841		$	23,685		$	105,107		$	24,944
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,760			33,123			93,009			98,667
Impairment charge							—			49,739
Amortization of deferred financing costs	747			783			2,246			2,280
Gain on sale of assets	(43,422		)	—			(43,422		)	—
Equity in earnings of unconsolidated joint ventures	(1,629		)	(2,194		)	(5,604		)	(6,233		)
Equity-based compensation expense	3,818			3,392			14,371			10,814
Amortization of debt (premiums) and discounts, net	109			101			333			309
Amortization (accretion) of market rent rate adjustments, net	480			562			1,067			1,980
Straight-line rent adjustments	(1,970		)	(1,948		)	(6,938		)	(4,744		)
Distributions of cumulative earnings from unconsolidated joint ventures	1,455			2,198			5,305			6,081
Other non-cash							3,638			—
Changes in other assets and liabilities:
Other assets	873			1,714			(338		)	(406		)
Accounts payable and accrued expenses	(24,894		)	(11,412		)	(9,805		)	(3,471		)
Net cash provided by operating activities	33,168			50,004			158,969			179,960
INVESTING ACTIVITIES
Additions to rental property	(9,906		)	(19,714		)	(35,208		)	(53,349		)
Additions to investments in unconsolidated joint ventures	(779		)	(514		)	(2,074		)	(1,764		)
Net proceeds from sale of assets	128,248			—			128,505			—
Additions to non-real estate assets	(174		)	(303		)	(819		)	(1,203		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	8,157			4,494			14,541			16,656
Additions to deferred lease costs	(1,209		)	(1,014		)	(5,207		)	(5,220		)
Other investing activities	2,936			2,969			8,205			8,065
Net cash provided by (used) in investing activities	127,273			(14,082		)	107,943			(36,815		)
FINANCING ACTIVITIES
Cash dividends paid	(32,910		)	(32,389		)	(99,631		)	(98,341		)
Distributions to noncontrolling interests in Operating Partnership	(1,735		)	(1,711		)	(5,257		)	(5,207		)
Proceeds from revolving credit facility	135,200			149,200			275,400			391,900
Repayments of revolving credit facility	(265,300		)	(129,700		)	(416,400		)	(396,900		)
Repayments of notes, mortgages and loans	(825		)	(9,379		)	(2,509		)	(10,971		)
Repurchase of common shares, including transaction costs	—			(9,998		)	(20,000		)	(19,998		)
Employee income taxes paid related to shares withheld upon vesting of equity awards	(1,781		)	(2,068		)	(1,781		)	(2,068		)
Additions to deferred financing costs	(65		)	(2,606		)	(65		)	(2,615		)
Proceeds from other financing activities	18			445			47			445
Payment for other financing activities	(500		)	(362		)	(1,103		)	(1,027		)
Net cash used in financing activities	(167,898		)	(38,568		)	(271,299		)	(144,782		)
Effect of foreign currency rate changes on cash and cash equivalents	(10		)	(28		)	(32		)	(60		)
Net decrease in cash and cash equivalents	(7,467		)	(2,674		)	(4,419		)	(1,697		)
Cash and cash equivalents, beginning of period	9,083			6,101			9,083			6,101
Cash and cash equivalents, end of period	$	1,616		$	3,427		$	4,664		$	4,404

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

Item 1 - Financial Statements of Tanger Properties Limited Partnership

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data, unaudited)


	March 31, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Assets
Rental property:
Land	$	267,910		$	278,428		$	267,642		$	278,428
Buildings, improvements and fixtures	2,639,764			2,764,649			2,663,507			2,764,649
Construction in progress	—			3,102			—			3,102
	2,907,674			3,046,179			2,931,149			3,046,179
Accumulated depreciation	(941,193		)	(981,305		)	(991,441		)	(981,305		)
Total rental property, net	1,966,481			2,064,874			1,939,708			2,064,874
Cash and cash equivalents	1,570			8,991			4,574			8,991
Investments in unconsolidated joint ventures	97,654			95,969			94,415			95,969
Deferred lease costs and other intangibles, net	106,170			116,874			101,373			116,874
Operating lease right-of-use assets	87,679			—			86,830			—
Prepaids and other assets	93,826			97,832			97,112			97,832
Total assets	$	2,353,380		$	2,384,540		$	2,324,012		$	2,384,540
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,137,145		$	1,136,663		$	1,138,115		$	1,136,663
Unsecured term loan, net	346,950			346,799			347,253			346,799
Mortgages payable, net	86,572			87,471			84,738			87,471
Unsecured lines of credit, net	12,117			141,985			1,817			141,985
Total debt	1,582,784			1,712,918			1,571,923			1,712,918
Accounts payable and accrued expenses	87,092			82,314			73,587			82,314
Operating lease liabilities	92,354			—			91,683			—
Other liabilities	87,707			83,773			88,619			83,773
Total liabilities	1,849,937			1,879,005			1,825,812			1,879,005
Commitments and contingencies
Equity
Partners' Equity:
General partner, 1,000,000 units outstanding at March 31, 2019 and December 31, 2018	5,227			4,914
Limited partners, 4,960,684 and 4,960,684 Class A common units, and 93,102,666 and 92,941,783 Class B common units outstanding at March 31, 2019 and December 31, 2018, respectively	526,850			529,252
Partners’ Equity:
General partner, 1,000,000 units outstanding at September 30, 2019 and December 31, 2018							4,916			4,914
Limited partners, 4,960,684 and 4,960,684 Class A common units, and 91,893,338 and 92,941,783 Class B common units outstanding at September 30, 2019 and December 31, 2018, respectively							522,150			529,252
Accumulated other comprehensive loss	(28,634		)	(28,631		)	(28,866		)	(28,631		)
Total partners' equity	503,443			505,535
Total partners’ equity							498,200			505,535
Noncontrolling interests in consolidated partnerships	—			—			—			—
Total equity	503,443			505,535			498,200			505,535
Total liabilities and equity	$	2,353,380		$	2,384,540		$	2,324,012		$	2,384,540

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data, unaudited)


	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018			2019			2018
Revenues:
Rental revenues	$	119,954		$	120,656		$	115,050		$	120,277		$	347,389		$	357,450
Management, leasing and other services	1,342			1,199			1,356			1,239			3,943			3,580
Other revenues	1,859			1,680			2,588			2,720			6,524			6,452
Total revenues	123,155			123,535			118,994			124,236			357,856			367,482
Expenses:
Property operating	42,377			42,218			39,149			39,653			118,252			119,817
General and administrative	12,145			11,112			12,292			10,752			40,910			32,861
Impairment charge							—			49,739			—			49,739
Depreciation and amortization	31,760			33,123			30,103			32,850			93,009			98,667
Total expenses	86,282			86,453			81,544			132,994			252,171			301,084
Other income (expense):
Interest expense	(16,307		)	(15,800		)	(15,197		)	(16,367		)	(46,638		)	(48,348		)
Gain on sale of assets	43,422			—			—			—			43,422			—
Other income	224			209
Other income (expense)							227			261			(2,966		)	661
Total other income (expense)	27,339			(15,591		)	(14,970		)	(16,106		)	(6,182		)	(47,687		)
Income before equity in earnings of unconsolidated joint ventures	64,212			21,491
Income (loss) before equity in earnings of unconsolidated joint ventures							22,480			(24,864		)	99,503			18,711
Equity in earnings of unconsolidated joint ventures	1,629			2,194			2,329			1,833			5,604			6,233
Net income	65,841			23,685
Net income (loss)							24,809			(23,031		)	105,107			24,944
Noncontrolling interests in consolidated partnerships	(195		)	370			—			—			(195		)	278
Net income available to partners	65,646			24,055
Net income available to limited partners	64,983			23,814
Net income available to general partner	$	663		$	241
Net income (loss) available to partners							24,809			(23,031		)	104,912			25,222
Net income (loss) available to limited partners							24,556			(22,798		)	103,850			24,970
Net income (loss) available to general partner							$	253		$	(233	)	$	1,062		$	252

Basic earnings per common unit:
Net income	$	0.66		$	0.24
Net income (loss)							$	0.25		$	(0.24	)	$	1.06		$	0.25
Diluted earnings per common unit:
Net income	$	0.66		$	0.24
Net income (loss)							$	0.25		$	(0.24	)	$	1.06		$	0.25

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

Three months ended March 31,
2019 2018
Net income $ 65,841
$ 23,685
Other comprehensive income (loss):
Foreign currency translation adjustments 1,949
(3,095 )
Changes in fair value of cash flow hedges (1,952 ) 2,739
Other comprehensive loss (3 ) (356 )
Comprehensive income 65,838
23,329
Comprehensive income (loss) attributable to noncontrolling interests in consolidated partnerships (195 ) 370
Comprehensive income attributable to the Operating Partnership $ 65,643
$ 23,699



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Net income (loss)	$	24,809		$	(23,031	)	$	105,107		$	24,944
Other comprehensive income (loss):
Foreign currency translation adjustments	(1,051		)	1,921			6,341			(3,176		)
Changes in fair value of cash flow hedges	(1,011		)	512			(6,576		)	4,095
Other comprehensive income (loss)	(2,062		)	2,433			(235		)	919
Comprehensive income (loss)	22,747			(20,598		)	104,872			25,863
Comprehensive (income) loss attributable to noncontrolling interests in consolidated partnerships	—			—			(195		)	278
Comprehensive income (loss) attributable to the Operating Partnership	$	22,747		$	(20,598	)	$	104,677		$	26,141

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except unit and per unit data, unaudited)


																				General partner			Limited partners			Accumulated other comprehensive loss			Total partners’ equity			Noncontrolling interests in consolidated partnerships			Total equity
Balance, June 30, 2018																				$	5,637		$	591,886		$	(21,859	)	$	575,664		$	—		$	575,664
Net loss																				(233		)	(22,798		)	—			(23,031		)	—			(23,031		)
Other comprehensive income																				—			—			2,433			2,433			—			2,433
Compensation under Incentive Award Plan																				—			4,058			—			4,058			—			4,058
Common distributions ($0.35 per common unit)																				(350		)	(34,291		)	—			(34,641		)	—			(34,641		)
Distributions to noncontrolling interests																				—			—			—			—			—			—
Balance, September 30, 2018																				$	5,054		$	538,855		$	(19,426	)	$	524,483		$	—		$	524,483

	General partner			Limited partners			Accumulated other comprehensive loss			Total partners' equity			Noncontrolling interests in consolidated partnerships			Total equity				General partner			Limited partners			Accumulated other comprehensive loss			Total partners’ equity			Noncontrolling interests in consolidated partnerships			Total equity
Balance, December 31, 2017	$	5,844		$	626,803		$	(20,345	)	$	612,302		$	—		$	612,302			$	5,844		$	626,803		$	(20,345	)	$	612,302		$	—		$	612,302
Net income	241			23,814			—			24,055			(370		)	23,685				252			24,970			—			25,222			(278		)	24,944
Other comprehensive loss	—			—			(356		)	(356		)	—			(356		)
Other comprehensive income																				—			—			919			919			—			919
Compensation under Incentive Award Plan	—			3,656			—			3,656			—			3,656				—			11,654			—			11,654			—			11,654
Grant of 355,184 restricted common share awards by the Company, net of forfeitures	—			—			—			—			—			—				—			—			—			—			—			—
Repurchase of 443,700 units, including transaction costs	—			(9,998		)	—			(9,998		)	—			(9,998		)
Repurchase of 919,249 units, including transaction costs																				—			(19,998		)	—			(19,998		)	—			(19,998		)
Withholding of 89,437 common units for employee income taxes	—			(2,068		)	—			(2,068		)	—			(2,068		)		—			(2,068		)	—			(2,068		)	—			(2,068		)
Contributions from noncontrolling interests	—			—			—			—			445			445				—			—			—			—			445			445
Common distributions ($0.3425 per common unit)	(342		)	(33,758		)	—			(34,100		)	—			(34,100		)
Common distributions ($1.0425 per common unit)																				(1,042		)	(102,506		)	—			(103,548		)	—			(103,548		)
Distributions to noncontrolling interests	—			—			—			—			(75		)	(75		)		—			—			—			—			(167		)	(167		)
Balance, March 31, 2018	$	5,743		$	608,449		$	(20,701	)	$	593,491		$	—		$	593,491
Balance, September 30, 2018																				$	5,054		$	538,855		$	(19,426	)	$	524,483		$	—		$	524,483

The accompanying notes are an integral part of these consolidated financial statements.																			The accompanying notes are an integral part of these consolidated financial statements.
	General partner			Limited partners			Accumulated other comprehensive loss			Total partners' equity			Noncontrolling interests in consolidated partnerships			Total equity
Balance, December 31, 2018	$	4,914		$	529,252		$	(28,631	)	$	505,535		$	—		$	505,535
Net income	663			64,983			—			65,646			195			65,841
Other comprehensive loss	—			—			(3		)	(3		)	—			(3		)
Compensation under Incentive Award Plan	—			3,910			—			3,910			—			3,910
Grant of 242,167 restricted common share awards by the Company	—			—			—			—			—			—
Withholding of 81,284 common units for employee income taxes	—			(1,781		)	—			(1,781		)	—			(1,781		)
Contributions from noncontrolling interests	—			—			—			—			18			18
Common distributions ($0.705 per common unit)⁽¹⁾	(350		)	(69,514		)	—			(69,864		)	—			(69,864		)
Distributions to noncontrolling interests	—			—			—			—			(213		)	(213		)
Balance, March 31, 2019	$	5,227		$	526,850		$	(28,634	)	$	503,443		$	—		$	503,443


~~(1)~~	~~Includes both a $0.35 cash dividend per common unit declared and paid during the first quarter of 2019 and a cash dividend declared in February 2019 payable in May 2019 of $0.355 per common unit.~~



TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except unit and per unit data, unaudited)
	General partner			Limited partners			Accumulated other comprehensive loss			Total partners’ equity			Noncontrolling interests in consolidated partnerships			Total equity
Balance, June 30, 2019	$	5,018		$	538,594		$	(26,804	)	$	516,808		$	—		$	516,808
Net income	253			24,556			—			24,809			—			24,809
Other comprehensive loss	—			—			(2,062		)	(2,062		)	—			(2,062		)
Compensation under Incentive Award Plan	—			3,669			—			3,669			—			3,669
Repurchase of 650,929 units, including transaction costs	—			(10,000		)	—			(10,000		)	—			(10,000		)
Contributions from noncontrolling interests	—			—			—			—			11			11
Common distributions ($0.355 per common unit)	(355		)	(34,669		)	—			(35,024		)	—			(35,024		)
Distributions to noncontrolling interests	—			—			—			—			(11		)	(11		)
Balance, September 30, 2019	$	4,916		$	522,150		$	(28,866	)	$	498,200		$	—		$	498,200

	General partner			Limited partners			Accumulated other comprehensive loss			Total partners’ equity			Noncontrolling interests in consolidated partnerships			Total equity
Balance, December 31, 2018	$	4,914		$	529,252		$	(28,631	)	$	505,535		$	—		$	505,535
Net income	1,062			103,850			—			104,912			195			105,107
Other comprehensive loss	—			—			(235		)	(235		)	—			(235		)
Compensation under Incentive Award Plan	—			14,657			—			14,657			—			14,657
Grant of 242,167 restricted common share awards by the Company	—			—			—			—			—			—
Repurchase of 1,209,328 units, including transaction costs	—			(20,000		)	—			(20,000		)	—			(20,000		)
Withholding of 81,284 common units for employee income taxes	—			(1,781		)	—			(1,781		)	—			(1,781		)
Contributions from noncontrolling interests	—			—			—			—			47			47
Common distributions ($1.060 per common unit)	(1,060		)	(103,828		)	—			(104,888		)	—			(104,888		)
Distributions to noncontrolling interests	—			—			—			—			(242		)	(242		)
Balance, September 30, 2019	$	4,916		$	522,150		$	(28,866	)	$	498,200		$	—		$	498,200

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Three months ended March 31,						Nine months ended September 30,
	2019			2018			2019			2018
OPERATING ACTIVITIES
Net income	$	65,841		$	23,685		$	105,107		$	24,944
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,760			33,123			93,009			98,667
Impairment charge							—			49,739
Amortization of deferred financing costs	747			783			2,246			2,280
Gain on sale of assets	(43,422		)	—			(43,422		)	—
Equity in earnings of unconsolidated joint ventures	(1,629		)	(2,194		)	(5,604		)	(6,233		)
Equity-based compensation expense	3,818			3,392			14,371			10,814
Amortization of debt (premiums) and discounts, net	109			101			333			309
Amortization (accretion) of market rent rate adjustments, net	480			562			1,067			1,980
Straight-line rent adjustments	(1,970		)	(1,948		)	(6,938		)	(4,744		)
Distributions of cumulative earnings from unconsolidated joint ventures	1,455			2,198			5,305			6,081
Other non-cash							3,638			—
Changes in other assets and liabilities:
Other assets	1,001			1,903			(353		)	(429		)
Accounts payable and accrued expenses	(24,976		)	(11,639		)	(9,788		)	(3,440		)
Net cash provided by operating activities	33,214			49,966			158,971			179,968
INVESTING ACTIVITIES
Additions to rental property	(9,906		)	(19,714		)	(35,208		)	(53,349		)
Additions to investments in unconsolidated joint ventures	(779		)	(514		)	(2,074		)	(1,764		)
Net proceeds from sale of assets	128,248			—			128,505			—
Additions to non-real estate assets	(174		)	(303		)	(819		)	(1,203		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	8,157			4,494			14,541			16,656
Additions to deferred lease costs	(1,209		)	(1,014		)	(5,207		)	(5,220		)
Other investing activities	2,936			2,969			8,205			8,065
Net cash provided by (used) in investing activities	127,273			(14,082		)	107,943			(36,815		)
FINANCING ACTIVITIES
Cash distributions paid	(34,645		)	(34,100		)	(104,888		)	(103,548		)
Proceeds from revolving credit facility	135,200			149,200			275,400			391,900
Repayments of revolving credit facility	(265,300		)	(129,700		)	(416,400		)	(396,900		)
Repayments of notes, mortgages and loans	(825		)	(9,379		)	(2,509		)	(10,971		)
Repurchase of units, including transaction costs	—			(9,998		)	(20,000		)	(19,998		)
Employee income taxes paid related to shares withheld upon vesting of equity awards	(1,781		)	(2,068		)	(1,781		)	(2,068		)
Additions to deferred financing costs	(65		)	(2,606		)	(65		)	(2,615		)
Proceeds from other financing activities	18			445			47			445
Payment for other financing activities	(500		)	(362		)	(1,103		)	(1,027		)
Net cash used in financing activities	(167,898		)	(38,568		)	(271,299		)	(144,782		)
Effect of foreign currency on cash and cash equivalents	(10		)	(28		)	(32		)	(60		)
Net decrease in cash and cash equivalents	(7,421		)	(2,712		)	(4,417		)	(1,689		)
Cash and cash equivalents, beginning of period	8,991			6,050			8,991			6,050
Cash and cash equivalents, end of period	$	1,570		$	3,338		$	4,574		$	4,361

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business

Tanger Factory Outlet Centers, Inc. and subsidiaries is one of the largest owners and operators of outlet centers in the United States and Canada. We are a fully-integrated, self-administered and self-managed real estate investment trust ~~("REIT"~~(“REIT”) which, through our controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. As of ~~March 31,~~September 30, 2019, we owned and operated 32 consolidated outlet centers, with a total gross leasable area of approximately 12.0 million square feet. We also had partial ownership interests in 87 unconsolidated outlet centers totaling approximately ~~2.4~~2.2 million square feet, including 43 outlet centers in Canada.

Our outlet centers and other assets are held by, and all of our operations are conducted by, Tanger Properties Limited Partnership and subsidiaries. Accordingly, the descriptions of our business, employees and properties are also descriptions of the business, employees and properties of the Operating Partnership. Unless the context indicates otherwise, the term ~~"Company"~~“Company” refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term, ~~"Operating Partnership"~~“Operating Partnership”, refers to Tanger Properties Limited Partnership and subsidiaries. The terms ~~"we"~~“we”, ~~"our"~~“our” and ~~"us"~~“us” refer to the Company or the Company and the Operating Partnership together, as the text requires.

The Company owns the majority of the units of partnership interest issued by the Operating Partnership through its ~~two~~2 wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust. Tanger GP Trust is the sole general partner of the Operating Partnership. Tanger LP Trust holds a limited partnership interest. As of ~~March 31,~~September 30, 2019, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned ~~94,102,666~~92,893,338 units of the Operating Partnership and other limited partners (the ~~"Non-Company LPs"~~“Non-Company LPs”) collectively owned 4,960,684 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for ~~one~~1 of the ~~Company's~~Company’s common shares, subject to certain limitations to preserve the ~~Company's~~Company’s REIT status. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.

2. Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared pursuant to accounting principles generally accepted in the United States of America and should be read in conjunction with the consolidated financial statements and notes thereto of the ~~Company's~~Company’s and the Operating ~~Partnership's~~Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2018. The December 31, 2018 balance sheet data in this Form 10-Q was derived from audited financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the ~~SEC's~~SEC’s rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year.

Certain prior period balances in the accompanying unaudited consolidated statements of operations have been reclassified or combined to conform to the current period presentation.

We consolidate properties that are wholly-owned and properties where we own less than 100% but 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"~~(“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~~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 all relationships between us and the VIE, including management agreements and other contractual arrangements.

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 joint ~~venture's~~venture’s net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting.

For certain investments in real estate joint ventures, we record our equity in the ~~venture's~~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. 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.

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 to provide further financial support to these joint ventures. The carrying amount of our investments in the Charlotte, Columbus, Galveston/Houston, and ~~Columbus~~National 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 Operating ~~Partnership"~~Partnership” reflects the Non-Company ~~LP's~~LP’s percentage ownership of the Operating ~~Partnership's~~Partnership’s units. ~~"Noncontrolling~~“Noncontrolling interests in other consolidated ~~partnerships"~~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 is allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements.

3. Disposition of Properties and Impairment Charge

Disposition of Properties

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, ~~the Company~~we closed on the sale of ~~four~~4 non-core outlet centers for total gross proceeds of $130.5 million.

The following table sets forth certain summarized information regarding ~~the~~ properties and land outparcels sold during the ~~three~~nine months ended ~~March 31,~~September 30, 2019:



Property	Location	Date Sold	Square Feet (in 000’s)	Net Sales Proceeds (in 000’s)		Gain on Sale (in 000’s)
Nags Head, Ocean City, Park City, and Williamsburg	Nags Head, NC, Ocean City, MD, Park City, UT, and Williamsburg, IA	March 2019	878	$	128,248	$	43,422
Land outparcels	Savannah, GA and Seymour, IN	July 2019	—	257		—
Total			878	$	128,505	$	43,422

Property Location Date Sold
Square Feet
(in 000's)

Net Sales Proceeds
(in 000's)
Gain on Sale (in 000's)
Nags Head, Ocean City, Park City, and Williamsburg Nags Head, NC, Ocean City, MD, Park City, UT, and Williamsburg, IA March 2019 878
$ 128,248
$ 43,422

The rental properties sold did not meet the criteria to be reported as discontinued operations.

Impairment Charge

Rental property held and used by us 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 an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value.

During the third quarter 2018, we determined that the estimated future undiscounted cash flows of our Jeffersonville, OH outlet center did not exceed the property's carrying value due to a decline in operating results at the center likely resulting from increased competition from the Company's center in Columbus, OH and slower than expected improvement from remerchandising activities. Therefore, we recorded a $49.7 million non-cash impairment charge in our consolidated statement of operations which equaled the excess of the property's carrying value over its estimated fair value.

4. 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 September 30, 2019
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⁾
Investments included in investments in unconsolidated joint ventures:
RioCan Canada	Various	50.0	%	764	$	94.4		$	9.2
					$	94.4
Investments included in other liabilities:
Columbus⁽²⁾	Columbus, OH	50.0	%	355	$	(2.7	)	$	84.9
Charlotte⁽²⁾	Charlotte, NC	50.0	%	399	(11.8		)	99.5
National Harbor⁽²⁾	National Harbor, MD	50.0	%	341	(5.7		)	94.4
Galveston/Houston ⁽²⁾	Texas City, TX	50.0	%	353	(20.1		)	79.8
					$	(40.3	)


As of March 31, 2019
As of December 31, 2018											As of December 31, 2018
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⁾			Outlet Center Location	Ownership %		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:	Investments included in investments in unconsolidated joint ventures:										Investments included in investments in unconsolidated joint ventures:
RioCan Canada		Various	50.0	%	924	$	97.7		$	9.5		Various	50.0	%	924	$	96.0		$	9.3
						$	97.7									$	96.0
Investments included in other liabilities:	Investments included in other liabilities:										Investments included in other liabilities:
Columbus⁽²⁾		Columbus, OH	50.0	%	355	$	(2.6	)	$	84.8		Columbus, OH	50.0	%	355	$	(1.6	)	$	84.7
Charlotte⁽²⁾		Charlotte, NC	50.0	%	399	(11.2		)	99.5			Charlotte, NC	50.0	%	398	(10.8		)	99.5
National Harbor⁽²⁾		National Harbor, MD	50.0	%	341	(5.0		)	94.4			National Harbor, MD	50.0	%	341	(5.1		)	94.5
Galveston/Houston ⁽²⁾		Texas City, TX	50.0	%	353	(20.6		)	79.7			Texas City, TX	50.0	%	353	(15.0		)	79.6
						$	(39.4	)								$	(32.5	)

As of December 31, 2018
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⁾
Investments included in investments in unconsolidated joint ventures:
RioCan Canada Various 50.0 % 924
$ 96.0
$ 9.3
$ 96.0

Investments included in other liabilities:
Columbus ⁽²⁾
Columbus, OH 50.0 % 355
$ (1.6 ) $ 84.7
Charlotte⁽²⁾
Charlotte, NC 50.0 % 398
(10.8 ) 99.5
National Harbor ⁽²⁾
National Harbor, MD 50.0 % 341
(5.1 ) 94.5
Galveston/Houston⁽²⁾
Texas City, TX 50.0 % 353
(15.0 ) 79.6
$ (32.5 )


(1)	Net of debt origination costs and including premiums of $1.2 million and $1.4 million as of ~~March 31,~~September 30, 2019 and December 31, ~~2018.~~2018, respectively.


(2)	The negative carrying value is due to distributions exceeding contributions and increases or decreases from our equity in earnings of the joint venture.

Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands):



	Three months ended				Nine months ended
	September 30,				September 30,
	2019		2018		2019		2018
Fee:
Management and marketing	$	567	$	571	$	1,696	$	1,704
Leasing and other fees	32		12		71		122
Expense reimbursements from unconsolidated joint ventures	757		656		2,176		1,754
Total Fees	$	1,356	$	1,239	$	3,943	$	3,580

Three months ended

March 31,

2019
2018
Fee:

Management and marketing $ 566
$ 567
Leasing and other fees 31
46
Expense reimbursements from unconsolidated joint ventures 745

586
Total Fees $ 1,342
$ 1,199

Expense reimbursements from unconsolidated joint ventures were previously included in expense reimbursements in our September 30, 2018 Form 10-Q. As these revenues are not related to leases, the 2018 amounts have been reclassified to management, leasing and other services on the consolidated statements of operations to conform to the current year presentation. See Note 17 for discussion of adoption of Accounting Standards Codification Topic 842 “Leases”.

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 ~~"Summary~~“Summary Balance Sheets - Unconsolidated Joint ~~Ventures"~~Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures. The differences in basis (totaling ~~$4.0~~$3.9 million and $4.1 million as of ~~March 31,~~September 30, 2019 and December 31, 2018, respectively) are amortized over the various useful lives of the related assets.

RioCan Canada

In May 2019, the RioCan joint venture closed on the sale of its outlet center in Bromont, for net proceeds of approximately $6.4 million. Our share of the proceeds was approximately $3.2 million. As a result of this transaction, we recorded a foreign currency loss of approximately $3.6 million in other income (expense), which had been previously recorded in other comprehensive income.

Columbus

In October 2019, the joint venture exercised its option to extend the mortgage loan for one year to November 2020 under the same terms. The mortgage loan has one remaining one-year extension option.

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



Condensed Combined Balance Sheets - Unconsolidated Joint Ventures	September 30, 2019			December 31, 2018
Assets
Land	$	90,145		$	91,443
Buildings, improvements and fixtures	472,794			469,834
Construction in progress	4,914			2,841
	567,853			564,118
Accumulated depreciation	(126,858		)	(113,713		)
Total rental property, net	440,995			450,405
Cash and cash equivalents	16,423			16,216
Deferred lease costs and other intangibles, net	7,158			8,437
Prepaids and other assets	18,865			25,648
Total assets	$	483,441		$	500,706
Liabilities and Owners’ Equity
Mortgages payable, net	$	367,927		$	367,865
Accounts payable and other liabilities	14,789			13,414
Total liabilities	382,716			381,279
Owners’ equity	100,725			119,427
Total liabilities and owners’ equity	$	483,441		$	500,706



	Three months ended						Nine months ended
Condensed Combined Statements of Operations	September 30,						September 30,
- Unconsolidated Joint Ventures	2019			2018			2019			2018
Revenues	$	23,050		$	23,538		$	70,088		$	70,940
Expenses:
Property operating	8,380			9,147			27,780			28,032
General and administrative	19			49			171			301
Depreciation and amortization	6,051			6,860			18,478			19,768
Total expenses	14,450			16,056			46,429			48,101
Other income (expense):
Interest expense	(4,059		)	(3,810		)	(12,331		)	(10,275		)
Other income	179			68			305			175
Total other income (expense)	(3,880		)	(3,742		)	$	(12,026	)	$	(10,100	)
Net income	$	4,720		$	3,740		$	11,633		$	12,739
The Company and Operating Partnership’s share of:
Net income	$	2,329		$	1,833		$	5,604		$	6,233
Depreciation and amortization (real estate related)	$	3,058		$	3,466		$	9,453		$	10,020

Condensed Combined Balance Sheets - Unconsolidated Joint Ventures March 31, 2019 December 31, 2018
Assets

Land $ 92,440
$ 91,443
Buildings, improvements and fixtures 474,981
469,834
Construction in progress 3,455
2,841
570,876
564,118
Accumulated depreciation (119,996 ) (113,713 )
Total rental property, net 450,880
450,405
Cash and cash equivalents 11,744
16,216
Deferred lease costs and other intangibles, net 8,098
8,437
Prepaids and other assets 15,963
25,648
Total assets $ 486,685
$ 500,706
Liabilities and Owners' Equity

Mortgages payable, net $ 367,933
$ 367,865
Accounts payable and other liabilities 11,933
13,414
Total liabilities 379,866
381,279
Owners' equity 106,819
119,427
Total liabilities and owners' equity $ 486,685
$ 500,706

Three months ended
Condensed Combined Statements of Operations March 31,
- Unconsolidated Joint Ventures 2019 2018
Revenues $ 23,463
$ 23,997
Expenses:

Property operating 9,790
9,928
General and administrative 90
198
Depreciation and amortization 6,110
6,363
Total expenses 15,990
16,489
Other income (expense):

Interest expense (4,134 ) (3,077 )
Other income 66
52
Total other income (expense) $ (4,068 ) $ (3,025 )
Net income $ 3,405
$ 4,483
The Company and Operating Partnership's share of:

Net income $ 1,629
$ 2,194
Depreciation and amortization (real estate related) $ 3,130
$ 3,229

5. Debt Guaranteed by the Company

All of the ~~Company's~~Company’s debt is held by the Operating Partnership and its consolidated subsidiaries.

The Company guarantees the Operating ~~Partnership's~~Partnership’s obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $600.0 million. The Company also guarantees the Operating ~~Partnership's~~Partnership’s unsecured term loan.

The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):



	As of
	September 30, 2019		December 31, 2018
Unsecured lines of credit	$	4,100	$	145,100
Unsecured term loan	$	350,000	$	350,000

As of
March 31, 2019 December 31, 2018
Unsecured lines of credit $ 15,000
$ 145,100
Unsecured term loan $ 350,000
$ 350,000

6. Debt of the Operating Partnership

The debt of the Operating Partnership consisted of the following (in thousands):


					As of				As of										As of				As of
					March 31, 2019				December 31, 2018										September 30, 2019				December 31, 2018
		Stated Interest Rate(s)		Maturity Date	Principal		Book Value⁽¹⁾		Principal		Book Value⁽¹⁾			Stated Interest Rate(s)				Maturity Date	Principal		Book Value⁽¹⁾		Principal		Book Value⁽¹⁾
Senior, unsecured notes:	Senior, unsecured notes:												Senior, unsecured notes:
Senior notes		3.875	%	December 2023	$	250,000	$	246,823	$	250,000	$	246,664		3.875	%			December 2023	$	250,000	$	247,145	$	250,000	$	246,664
Senior notes		3.750	%	December 2024	250,000		247,855		250,000		247,765			3.750	%			December 2024	250,000		248,035		250,000		247,765
Senior notes		3.125	%	September 2026	350,000		345,805		350,000		345,669			3.125	%			September 2026	350,000		346,079		350,000		345,669
Senior notes		3.875	%	July 2027	300,000		296,662		300,000		296,565			3.875	%			July 2027	300,000		296,856		300,000		296,565

Mortgages payable:
Atlantic City ⁽²⁾⁽³⁾		5.14%-7.65%		November 2021- December 2026	33,454		35,375		34,279		36,298			5.14	%	-	7.65%	November 2021- December 2026	31,769		33,491		34,279		36,298
Southaven		LIBOR + 1.80%		April 2021	51,400		51,197		51,400		51,173			LIBOR		+	1.80%	April 2021	51,400		51,247		51,400		51,173
Unsecured term loan		LIBOR + 0.90%		April 2024	350,000		346,950		350,000		346,799			LIBOR		+	0.90%	April 2024	350,000		347,253		350,000		346,799
Unsecured lines of credit		LIBOR + 0.875%		October 2021	15,000		12,117		145,100		141,985			LIBOR		+	0.875%	October 2021	4,100		1,817		145,100		141,985
					$	1,599,854	$	1,582,784	$	1,730,779	$	1,712,918							$	1,587,269	$	1,571,923	$	1,730,779	$	1,712,918


(1)	Including premiums and net of debt discount and debt origination costs.


(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 ~~$178.5~~$174.5 million at ~~March 31,~~September 30, 2019, serve as collateral for mortgages payable. We maintain unsecured lines of credit that provide for borrowings of up to $600.0 million. The unsecured lines of credit include a $20.0 million liquidity line and a $580.0 million syndicated line. The syndicated line may be increased up to $1.2 billion through an accordion feature in certain circumstances. As of ~~March 31,~~September 30, 2019, letters of credit totaling approximately $170,000 were issued under the lines of credit.

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 or reduction based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. As of ~~March 31,~~September 30, 2019, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $19.4 million.

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, as defined in the agreements, for the prior fiscal year on an annual basis or 95% of funds from operations on a cumulative basis. As of ~~March 31,~~September 30, 2019, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities of the existing long-term debt as of ~~March 31,~~September 30, 2019 for the next five years and thereafter are as follows (in thousands):



Calendar Year	Amount
For the remainder of 2019	$	860
2020	3,566
2021	61,293
2022	4,436
2023	254,768
Thereafter	1,262,346
Subtotal	1,587,269
Net discount and debt origination costs	(15,346		)
Total	$	1,571,923

Calendar Year Amount
For the remainder of 2019 $ 2,545
2020 3,566
2021 72,193
2022 4,436
2023 254,768
Thereafter 1,262,346
Subtotal 1,599,854
Net discount and debt origination costs (17,070 )
Total $ 1,582,784

7. 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 (notional amounts and fair values in thousands):



								Fair Value
Effective Date	Maturity Date	Notional Amount		Bank Pay Rate		Company Fixed Pay Rate		September 30, 2019			December 31, 2018
Assets (Liabilities)⁽¹⁾:
April 13, 2016	January 1, 2021	175,000		1	month LIBOR	1.03	%	$	1,203		$	4,948
March 1, 2018	January 31, 2021	40,000		1	month LIBOR	2.47	%	(480		)	(6		)
August 14, 2018	January 1, 2021	150,000		1	month LIBOR	2.20	%	(1,166		)	807
July 1, 2019	February 1, 2024	25,000		1	month LIBOR	1.75	%	(384		)	—
Total		$	390,000					$	(827	)	$	5,749

Fair Value
Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate March 31, 2019 December 31, 2018
Assets (Liabilities)⁽¹⁾:

April 13, 2016 January 1, 2021 175,000
1 month LIBOR 1.03 % $ 3,773
$ 4,948
March 1, 2018 January 31, 2021 40,000
1 month LIBOR 2.47 % (156 ) (6 )
August 14, 2018 January 1, 2021 150,000
1 month LIBOR 2.20 % 180
807
Total $ 365,000
$ 3,797
$ 5,749


(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.

The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, each with a separate counterparty. We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges.

Changes 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 following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements (in thousands):



	Three months ended September 30,					Nine months ended September 30,
	2019			2018		2019			2018
Interest Rate Swaps:
Amount of gain (loss) recognized in Other comprehensive income (loss) on derivative	$	(1,011	)	$	512	$	(6,576	)	$	4,095

Three months ended March 31,
2019 2018
Interest Rate Swaps (Effective Portion):
Amount of gain (loss) recognized in OCI on derivative $ (1,952 ) $ 2,739

8. 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:



Tier		Description
Level 1		Observable inputs such as quoted prices in active markets
Level 2		Inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3		Unobservable 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 1		Level 2			Level 3				Level 1		Level 2		Level 3
			Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Observable Inputs			Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Observable Inputs		Significant Unobservable Inputs
	Total				Significant Observable Inputs		Total							Significant Observable Inputs		Significant Unobservable Inputs
Fair value as of March 31, 2019:
Fair value as of September 30, 2019:
Asset:								Significant Unobservable Inputs
Interest rate swaps (prepaids and other assets)	$	3,953	$	—	$	3,953		$	—	$	1,203	$	—	$	1,203	$	—
Total assets	$	3,953	$	—	$	3,953		$	—	$	1,203	$	—	$	1,203	$	—

Liabilities:
Interest rate swaps (other liabilities)	$	156	$	—	$	156		$	—	$	2,030	$	—	$	2,030	$	—
Total liabilities	$	156	$	—	$	156		$	—	$	2,030	$	—	$	2,030	$	—



			Level 1		Level 2		Level 3
			Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Observable Inputs		Significant Unobservable Inputs
	Total				Significant Observable Inputs		Significant Unobservable Inputs
Fair value as of December 31, 2018:
Asset:
Interest rate swaps (prepaids and other assets)	$	5,755	$	—	$	5,755	$	—
Total assets	$	5,755	$	—	$	5,755	$	—

Liabilities:
Interest rate swaps (other liabilities)	$	6	$	—	$	6	$	—
Total liabilities	$	6	$	—	$	6	$	—

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, 2018:
Asset:
Interest rate swaps (prepaids and other assets) $ 5,755
$ —
$ 5,755
$ —
Total assets $ 5,755
$ —
$ 5,755
$ —

Liabilities:
Interest rate swaps (other liabilities) $ 6
$ —
$ 6
$ —
Total liabilities $ 6
$ —
$ 6
$ —

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 1		Level 2		Level 3
			Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Observable Inputs		Significant Unobservable Inputs
	Total				Significant Observable Inputs		Significant Unobservable Inputs
Fair value as of September 30, 2018:
Asset:
Long-lived assets	$	50,000	$	—	$	—	$	50,000

During the third quarter 2018, we recorded a $49.7 million impairment charge in our consolidated statement of operations which equaled the excess of the carrying value of our Jeffersonville outlet center over its estimated fair value. The estimated fair value was based on the income approach. The income approach involves discounting the estimated 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 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. The terminal capitalization rate used in the calculation was 10% and the discount rate used was 10%. These inputs are classified under Level 3 in the fair value hierarchy above. Should the significant assumptions utilized above to determine fair value continue to deteriorate, additional impairments in the future could be possible.

Other Fair Value Disclosures

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



	September 30, 2019		December 31, 2018
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities	$	—	$	—
Level 2 Significant Observable Inputs	1,166,981		1,085,138
Level 3 Significant Unobservable Inputs	439,426		583,337
Total fair value of debt	$	1,606,407	$	1,668,475

Recorded value of debt	$	1,571,923	$	1,712,918

March 31, 2019 December 31, 2018
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $ —
$ —
Level 2 Significant Observable Inputs 1,116,493
1,085,138
Level 3 Significant Unobservable Inputs 452,278
583,337
Total fair value of debt $ 1,568,771
$ 1,668,475

Recorded value of debt $ 1,582,784
$ 1,712,918

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 LIBOR 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, 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.

9. ~~Shareholders'~~Shareholders’ Equity of the Company

~~Dividend Declaration~~Share Repurchase Program

In January 2019, the Company's Board of Directors declared a $0.35 cash dividend per common which was paid during the first quarter of 2019, to each shareholder of record on January 31, 2019, and the Trustees of Tanger GP Trust declared a $0.35 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In February 2019, the Company's Board of Directors declared a $0.355 cash dividend per common share payable on May 15, 2019 to each shareholder of record on April 30, 2019, and the Trustees of Tanger GP Trust declared a $0.355 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders. A liability in the amount of approximately $35.2 million was recorded in accounts payable and accrued expenses in the consolidated balance sheet as of March 31, 2019.

~~Share Repurchase Program~~

~~In May 2017, the Company announced that our~~Company’s 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. During 2017 and 2018, we repurchased an aggregate of approximately 2.8 million common shares on the open market at an average price of $24.48, totaling approximately $69.3 million.

~~In February 2019, the Company's Board of Directors authorized the repurchase of up to~~ an additional $44.3 million of our outstanding common shares for ~~a total authorized amount~~an aggregate authorization of ~~$100.0 million. The Board of Directors also extended the expiration of the existing plan by two years to~~$169.3 million until May 2021. 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. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization.

Shares repurchased are as follows:



	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
Total number of shares purchased	650,929		—		1,209,328		919,249
Average price paid per share	$	15.34	$	—	$	16.52	$	21.74
Total price paid exclusive of commissions and related fees (in thousands)	$	9,987	$	—	$	19,976	$	19,980

Three months ended March 31,
2019 2018
Total number of shares purchased —
443,700
Average price paid per share $ —
$ 22.52
Total price paid exclusive of commissions and related fees (in thousands) $ —
$ 9,990

The remaining amount authorized to be repurchased under the program as of ~~March 31,~~September 30, 2019 was approximately ~~$100.0~~$80.0 million.

10. ~~Partners'~~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 grant of restricted common 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 unit held by Tanger LP Trust.

The following table sets forth the changes in outstanding partnership units for the three and nine months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018:



		Limited Partnership Units
	General Partnership Units	Class A	Class B		Total
Balance December 31, 2017	1,000,000	4,995,433	93,560,536		98,555,969
Grant of restricted common share awards by the Company, net of forfeitures	—	—	355,184		355,184
Repurchase of units	—	—	(919,249	)	(919,249	)
Units withheld for employee income taxes	—	—	(89,437	)	(89,437	)
Balance September 30, 2018 ⁽¹⁾	1,000,000	4,995,433	92,907,034		97,902,467

Balance June 30, 2019	1,000,000	4,960,684	92,544,267		97,504,951
Repurchase of units	—	—	(650,929	)	(650,929	)
Balance September 30, 2019	1,000,000	4,960,684	91,893,338		96,854,022

Balance December 31, 2018	1,000,000	4,960,684	92,941,783		97,902,467
Grant of restricted common share awards by the Company, net of forfeitures	—	—	242,167		242,167
Repurchase of units	—	—	(1,209,328	)	(1,209,328	)
Units withheld for employee income taxes	—	—	(81,284	)	(81,284	)
Balance September 30, 2019	1,000,000	4,960,684	91,893,338		96,854,022


(1)	There was no activity in outstanding partnership units for the three months ended September 30, 2018.

Limited Partnership Units
General Partnership Units Class A Class B Total
Balance December 31, 2017 1,000,000
4,995,433
93,560,536
98,555,969
Grant of restricted common share awards by the Company, net of forfeitures —
—
355,184
355,184
Repurchase of units —
—
(443,700 ) (443,700 )
Units withheld for employee income taxes —
—
(89,437 ) (89,437 )
Balance March 31, 2018 1,000,000
4,995,433
93,382,583
98,378,016

Balance December 31, 2018 1,000,000
4,960,684
92,941,783
97,902,467
Grant of restricted common share awards by the Company, net of forfeitures —
—
242,167
242,167
Units withheld for employee income taxes —
—
(81,284 ) (81,284 )
Balance March 31, 2019 1,000,000
4,960,684
93,102,666
98,063,350

11. Earnings Per Share of the Company

The following table sets forth a reconciliation of the numerators and denominators in computing the ~~Company's~~Company’s earnings per share (in thousands, except per share amounts):



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Numerator:
Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.	$	23,546		$	(21,859	)	$	99,604		$	23,948
Less allocation of earnings to participating securities	(305		)	(313		)	(1,030		)	(889		)
Net income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc.	$	23,241		$	(22,172	)	$	98,574		$	23,059
Denominator:
Basic weighted average common shares	92,514			93,109			92,999			93,349
Diluted weighted average common shares	92,514			93,109			92,999			93,349
Basic earnings per common share:
Net income (loss)	$	0.25		$	(0.24	)	$	1.06		$	0.25
Diluted earnings per common share:
Net income (loss)	$	0.25		$	(0.24	)	$	1.06		$	0.25

Three months ended March 31,
2019 2018
Numerator:
Net income attributable to Tanger Factory Outlet Centers, Inc. $ 62,331
$ 22,838
Less allocation of earnings to participating securities (611 ) (263 )
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc. $ 61,720
$ 22,575
Denominator:
Basic weighted average common shares 93,303
93,644
Diluted weighted average common shares 93,303
93,644
Basic earnings per common share:
Net income $ 0.66
$ 0.24
Diluted earnings per common share:
Net income $ 0.66
$ 0.24

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. There were no securities which had a dilutive effect on earnings per common share for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018.

Notional 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 both the three and nine months ended ~~March 31,~~September 30, 2019, approximately 1.1 million notional units were excluded from the computation and ~~March 31,~~for both the three and nine months endedSeptember 30, 2018 approximately ~~1.2 million and~~ 1.0 million notional units were excludedfrom the computation ~~respectively,~~ because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

With 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 both the three and nine months ended ~~March 31,~~September 30, 2019, ~~and March 31, 2018, approximately 528,000 and 564,000~~524,000 options were excluded from the computation, ~~respectively,~~and for both the three and nine months endedSeptember 30, 2018, approximately 547,000 options were excluded from the computation 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~~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'~~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.

12. Earnings Per Unit of the Operating Partnership

The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit (in thousands, except per unit amounts):



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Numerator:
Net income (loss) attributable to partners of the Operating Partnership	$	24,809		$	(23,031	)	$	104,912		$	25,222
Less allocation of earnings to participating securities	(305		)	(313		)	(1,030		)	(889		)
Net income available to common unitholders of the Operating Partnership	$	24,504		$	(23,344	)	$	103,882		$	24,333
Denominator:
Basic weighted average common units	97,474			98,104			97,959			98,344
Diluted weighted average common units	97,474			98,104			97,959			98,344
Basic earnings per common unit:
Net income (loss)	$	0.25		$	(0.24	)	$	1.06		$	0.25
Diluted earnings per common unit:
Net income (loss)	$	0.25		$	(0.24	)	$	1.06		$	0.25

Three months ended March 31,
2019 2018
Numerator:

Net income attributable to partners of the Operating Partnership $ 65,646
$ 24,055
Less allocation of earnings to participating securities (611 ) (263 )
Net income available to common unitholders of the Operating Partnership $ 65,035
$ 23,792
Denominator:
Basic weighted average common units 98,264
98,640
Diluted weighted average common units 98,264
98,640
Basic earnings per common unit:
Net income $ 0.66
$ 0.24
Diluted earnings per common unit:
Net income $ 0.66
$ 0.24

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. There were no securities which had a dilutive effect on earnings per common unit for the three and nine months ended ~~March 31,~~September 30, 2019 and 2018.

Notional 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 units would be issuable if the end of the reporting period were the end of the contingency period. For both the three and nine months ended ~~March 31,~~September 30, 2019, ~~and March 31, 2018~~ approximately ~~1.2~~1.1 million ~~and 1.0 million~~notional units were excluded from the computation ~~respectively,~~and for both the three and nine months endedSeptember 30, 2018 approximately 1.0 million notional units were excludedfrom the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or ~~because~~as they were anti-dilutive.

With respect to outstanding options, 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 both the three and nine months ended ~~March 31,~~September 30, 2019, approximately ~~528,000 and 564,000~~524,000 options were excluded from the computation, ~~respectively,~~and for the three and nine months endedSeptember 30, 2018, approximately 547,000 options were excluded from the computation as they were anti-dilutive.

Certain of the ~~Company's~~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'~~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.

13. Equity-Based Compensation of the Company

We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (as amended and restated on April 4, 2014, the ~~"Plan"~~“Plan”), which covers our non-employee directors, officers, employees and consultants. For each common share issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the ~~Company's~~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"~~“we” refers to the Company and the Operating Partnership together and the term ~~"shares"~~“shares” is meant to also include corresponding units of the Operating Partnership.

We recorded equity-based compensation expense in general and administrative expenses in our consolidated statements of operations as follows (in thousands):



	Three months ended				Nine months ended
	September 30,				September 30,
	2019		2018		2019		2018
Restricted common shares ⁽¹⁾	$	2,084	$	2,275	$	9,224	$	7,359
Notional unit performance awards ⁽¹⁾	1,446		1,040		5,021		3,141
Options	45		92		126		314
Total equity-based compensation	$	3,575	$	3,407	$	14,371	$	10,814


(1)	Includes the accelerated recognition of compensation cost related to the planned retirement of an executive officer.

Three months ended
March 31,
2019 2018
Restricted common shares $ 2,513
$ 2,376
Notional unit performance awards 1,262
937
Options 43
79
Total equity-based compensation $ 3,818
$ 3,392

Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):



	Three months ended				Nine months ended
	September 30,				September 30,
	2019		2018		2019		2018
Equity-based compensation expense capitalized	$	94	$	652	$	286	$	840

Three months ended
March 31,
2019 2018
Equity-based compensation expense capitalized $ 92
$ 264

Restricted Common Share and Restricted Share Unit Awards

During February 2019, the Company granted approximately 309,000 in restricted common shares and restricted share units to the ~~Company's~~Company’s non-employee directors and the ~~Company's~~Company’s senior executive officers. The grant date fair value of the awards ranged from $19.01 to $21.73 per share. The non-employee ~~directors'~~directors’ restricted common shares vest ratably over a three year period and the senior executive ~~officers'~~officers’ restricted shares (other than our Chief Executive ~~Officer's)~~Officer’s) vest ratably over a three or five year period. Our Chief Executive Officer’s restricted shares vest on the first anniversary of the grant date and his restricted share units vest in two equal installments on the second and third anniversaries of the grant date. For the restricted shares and units issued to our Chief Executive Officer, the award agreements require him to hold shares or units issued to him for a minimum of three years following vesting or the share issuance date, as applicable. Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted shares.

For certain shares that vest during the period, we withhold shares with value equivalent up to the ~~employees'~~employees’ maximum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities. The total number of shares withheld upon vesting were approximately 81,000 and 89,000 for the ~~three~~nine months ended ~~March 31,~~September 30, 2019and2018, respectively. The total number of shares withheld was 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'~~employees’ tax obligation to taxing authorities were $1.8 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and $2.1 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2018. These amounts are reflected as financing activities within the consolidated statements of cash flows.

2019 Outperformance Plan

In February 2019, the Compensation Committee of the Company approved the general terms of the Tanger Factory Outlet Centers, Inc. 2019 Outperformance Plan (the “2019 ~~OPP"~~OPP”). The 2019 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, with respect to our Chief Executive Officer, retirement or (c) due to death or disability).

The following table sets forth 2019 OPP performance targets and other relevant information about the 2019 OPP:


Performance targets ⁽¹⁾
Absolute portion of award:
Percent of total award	33.3%		33.3%
Absolute total shareholder return range	19.1% - 29.5%		19.1		%	-	29.5%
Percentage of units to be earned	20%-100%		20		%	-	100%

Relative portion of award:
Percent of total award	66.7%		66.7%
Percentile rank of peer group range⁽²⁾	30th - 80th		30		th	-	80th
Percentage of units to be earned	20%-100%		20		%	-	100%

Maximum number of restricted common shares that may be earned	531,827		531,827
Grant date fair value per share	$	12.09	$	12.09


(1)	The number of restricted common shares received under the 2019 OPP 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~~Company’s peer group.


(2)	The peer group is based on companies included in the FTSE NAREIT Retail Index.

The fair values of the 2019 OPP awards granted during the ~~three~~nine months ended ~~March 31,~~September 30, 2019 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:



Risk free interest rate ⁽¹⁾	2.6	%
Expected dividend yield ⁽²⁾	5.3	%
Expected volatility ⁽³⁾	24	%


(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.

14. Accumulated Other Comprehensive Income (Loss) of the Company

The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the three and nine months ended ~~March 31,~~September 30, 2019 (in thousands):



																			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 June 30, 2019																			$	(25,591	)	$	176		$	(25,415	)	$	(1,397	)	$	8		$	(1,389	)
Other comprehensive income (loss) before reclassifications																			(998		)	(447		)	(1,445		)	(53		)	(25		)	(78		)
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for interest expense for cash flow hedges																			—			(512		)	(512		)	—			(27		)	(27		)
Balance September 30, 2019																			$	(26,589	)	$	(783	)	$	(27,372	)	$	(1,450	)	$	(44	)	$	(1,494	)


	Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income (Loss)									Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)									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			Foreign Currency			Cash flow hedges			Total			Foreign Currency			Cash flow hedges			Total
Balance December 31, 2018	$	(32,610	)	$	5,459		$	(27,151	)	$	(1,770	)	$	290		$	(1,480	)	$	(32,610	)	$	5,459		$	(27,151	)	$	(1,770	)	$	290		$	(1,480	)
Other comprehensive income (loss) before reclassifications	1,851			(1,166		)	685			98			(62		)	36			2,567			(4,296		)	(1,729		)	136			(230		)	(94		)
Reclassification out of accumulated other comprehensive income into interest expense	—			(687		)	(687		)	—			(37		)	(37		)
Balance March 31, 2019	$	(30,759	)	$	3,606		$	(27,153	)	$	(1,672	)	$	191		$	(1,481	)
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges																			3,454			(1,946		)	1,508			184			(104		)	80
Balance September 30, 2019																			$	(26,589	)	$	(783	)	$	(27,372	)	$	(1,450	)	$	(44	)	$	(1,494	)

The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the three and nine months ended ~~March 31,~~September 30, 2018 (in thousands):




	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 June 30, 2018	$	(29,198	)	$	8,476		$	(20,722	)	$	(1,588	)	$	451		$	(1,137	)
Other comprehensive income (loss) before reclassifications	1,823			1,013			2,836			98			54			152
Reclassification out of accumulated other comprehensive income (loss) into interest expense	—			(527		)	(527		)	—			(28		)	(28		)
Balance September 30, 2018	$	(27,375	)	$	8,962		$	(18,413	)	$	(1,490	)	$	477		$	(1,013	)


	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, 2017	$	(24,360	)	$	5,075		$	(19,285	)	$	(1,329	)	$	269		$	(1,060	)
Other comprehensive income (loss) before reclassifications	(3,015		)	5,267			2,252			(161		)	282			121
Reclassification out of accumulated other comprehensive income (loss) into interest expense	—			(1,380		)	(1,380		)	—			(74		)	(74		)
Balance September 30, 2018	$	(27,375	)	$	8,962		$	(18,413	)	$	(1,490	)	$	477		$	(1,013	)

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, 2017 $ (24,360 ) $ 5,075
$ (19,285 ) $ (1,329 ) $ 269
$ (1,060 )
Other comprehensive income (loss) before reclassifications (2,938 ) 2,914
(24 ) (157 ) 156
(1 )
Reclassification out of accumulated other comprehensive income into interest expense —
(314 ) (314 ) —
(17 ) (17 )
Balance March 31, 2018 $ (27,298 ) $ 7,675
$ (19,623 ) $ (1,486 ) $ 408
$ (1,078 )

We expect within the next twelve months to reclassify into earnings as ~~a decrease~~an increase to interest expense approximately ~~$2.4 million~~$198,000 of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of ~~March 31,~~September 30, 2019.

15. Accumulated Other Comprehensive Income (Loss) of the Operating Partnership

The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the three and nine months ended ~~March 31,~~September 30, 2019 (in thousands):


										Foreign Currency			Cash flow hedges			Accumulated Other Comprehensive Income (Loss)
Balance June 30, 2019										$	(26,988	)	$	184		$	(26,804	)
Other comprehensive income (loss) before reclassifications										(1,051		)	(472		)	(1,523		)
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges										—			(539		)	(539		)
Balance September 30, 2019										$	(28,039	)	$	(827	)	$	(28,866	)

	Foreign Currency			Cash flow hedges			Accumulated Other Comprehensive Income (Loss)			Foreign Currency			Cash flow hedges			Accumulated Other Comprehensive Income (Loss)
Balance December 31, 2018	$	(34,380	)	$	5,749		$	(28,631	)	$	(34,380	)	$	5,749		$	(28,631	)
Other comprehensive income (loss) before reclassifications	1,949			(1,228		)	721			2,703			(4,526		)	(1,823		)
Reclassification out of accumulated other comprehensive income into interest expense	—			(724		)	(724		)
Balance March 31, 2019	$	(32,431	)	$	3,797		$	(28,634	)
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges										3,638			(2,050		)	1,588
Balance September 30, 2019										$	(28,039	)	$	(827	)	$	(28,866	)

The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the three and nine months ended ~~March 31,~~September 30, 2018 (in thousands):



	Foreign Currency			Cash flow hedges			Accumulated Other Comprehensive Income (Loss)
Balance June 30, 2018	$	(30,786	)	$	8,927		$	(21,859	)
Other comprehensive income (loss) before reclassifications	1,921			1,067			2,988
Reclassification out of accumulated other comprehensive income (loss) into interest expense	—			(555		)	(555		)
Balance September 30, 2018	$	(28,865	)	$	9,439		$	(19,426	)

	Foreign Currency			Cash flow hedges			Accumulated Other Comprehensive Income (Loss)
Balance December 31, 2017	$	(25,689	)	$	5,344		$	(20,345	)
Other comprehensive income (loss) before reclassifications	(3,176		)	5,549			2,373
Reclassification out of accumulated other comprehensive income (loss) into interest expense	—			(1,454		)	(1,454		)
Balance September 30, 2018	$	(28,865	)	$	9,439		$	(19,426	)

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)
Balance December 31, 2017 $ (25,689 ) $ 5,344
$ (20,345 )
Other comprehensive income (loss) before reclassifications (3,095 ) 3,070
(25 )
Reclassification out of accumulated other comprehensive income into interest expense —
(331 ) (331 )
Balance March 31, 2018 $ (28,784 ) $ 8,083
$ (20,701 )

We expect within the next twelve months to reclassify into earnings as a ~~decrease~~increase to interest expense approximately ~~$2.4 million~~$198,000 of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of ~~March 31,~~September 30, 2019.

16. Supplemental Cash Flow Information

We purchase capital equipment and incur costs relating to construction of facilities, including tenant finishing allowances. Expenditures included in accounts payable and accrued expenses were as follows (in thousands):



	As of		As of
	September 30, 2019		September 30, 2018
Costs relating to construction included in accounts payable and accrued expenses	$	18,417	$	14,307

As of As of
March 31, 2019 March 31, 2018
Costs relating to construction included in accounts payable and accrued expenses $ 12,791
$ 18,978

~~Dividends payable were as follows (in thousands):~~

As of As of
March 31, 2019 March 31, 2018
Dividends payable $ 35,199
$ —

Interest paid, net of interest capitalized was as follows (in thousands):



	Nine months ended September 30,
	2019		2018
Interest paid	$	44,231	$	46,154

Three months ended March 31,
2019 2018
Interest paid $ 16,022
$ 15,903

Information related to non-cash assets and liabilities recorded as a result of the adoption of Accounting Standards Codification Topic 842 “Leases” (“ASC 842”) as of ~~March 31,~~September 30, 2019 was as follows (in thousands):



	September 30, 2019
Non-Cash operating lease right-of-use assets exchanged for operating lease liabilities	$	87,679
Non-Cash operating lease liabilities exchanged for operating right-of-use assets	$	92,354

March 31, 2019
Non-Cash operating lease right-of-use assets exchanged for operating lease liabilities $ 87,679
Non-Cash operating lease liabilities exchanged for operating right-of-use assets 92,354

The difference between the recorded operating lease liabilities and operating right-of-use assets represents the accrued straight-line rent liability of $5.0 million and our prepaid rent balances of $307,000 previously recognized under Accounting Standards Codification Topic 840 “Leases” ("(“ASC ~~840"~~840”) that were reclassified to the operating leases right-of use assets under ASC 842.

17. Leases

On January 1, 2019, we adopted ASC 842, which supersedes ASC 840. We adopted ASC 842 using the modified retrospective approach, whereby there was no cumulative effect adjustments to retained earnings on ~~the~~ adoption and prior periods were not restated. ~~There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption.~~ Accordingly, our leases and lease related costs, as both lessee and lessor, and lease related receivables, as lessor, are presented under ASC 842 as of and for the three and nine months ended ~~March 31,~~September 30, 2019 and under ASC 840 as of December 31, 2018 and for the three and nine months ended ~~March 31,~~September 30, 2018.

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 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. As a result of the adoption of ASC 842, the amounts disclosed in our 2018 third quarter 10-Q as base rentals, percentage rentals and expense reimbursements have now been combined into rental revenues on the consolidated statements of operations to conform to the current year presentation. In addition, certain amounts previously included in expense reimbursements in our 2018 third quarter 10-Q, which are not related to leases have been reclassified to management, leasing and other services and other revenues on the consolidated statements of operations to conform to the current year ~~presentation, see~~presentation. See Note 4 for additional ~~details.~~details on the amounts reclassified to management, leasing and other services.

ASC 842 requires certain other accounting changes effective January 1, 2019 where prior year amounts are not reclassified or restated. Uncollectible tenant revenues previously recorded in general and administrative expense are recorded in rental revenues as a contra-revenue account in 2019. 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. For the three and nine months ended ~~March 31,~~September 30, 2019, we recorded a straight-line rent adjustment of ~~$1.5~~$1.6 million and $4.9 million, respectively, in 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 previously capitalized are now expensed. We only capitalize the portion of these types of costs incurred that are a direct result of an executed lease. For the three and nine months ended ~~March 31,~~September 30, 2019, lease costs of approximately ~~$1.1~~$1.3 million and $3.5 million, respectively, were expensed which would have been capitalized under ASC 840.

As a lessee, the new standard also provides a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation. We elected the package of practical expedients which, among other items, precludes us from needing to reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification of any expired or existing leases, and (3) initial direct costs for any existing leases.

Information as Lessor Under ASC 842

As of ~~March 31,~~September 30, 2019, we were the lessor to over 2,300 stores in our 32 consolidated outlet centers, under operating leases with initial terms that expire from 2019 to ~~2032,~~2035, 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 three and nine months ended ~~March 31,~~September 30, 2019, the components of rental revenues are as follows (in thousands):


			Three months ended		Nine months ended
			September 30, 2019
Rental revenues - fixed	$	93,459	$	89,055	$	272,482
Rental revenues - variable ⁽¹⁾	26,495		25,995		74,907
Rental revenues	$	119,954	$	115,050	$	347,389


(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 ~~March 31,~~September 30, 2019, excluding the effect of straight-line rent and variable rentals, are as follows (in thousands):



For the remainder of 2019	$	80,828
2020	316,491
2021	281,120
2022	246,176
2023	212,194
2024	177,230
Thereafter	343,428
	$	1,657,467

For the remainder of 2019 $ 241,203
2020 308,442
2021 270,437
2022 235,196
2023 200,954
2024 166,256
Thereafter 291,784
$ 1,714,272

Information as Lessor Under ASC 840

As of December 31, 2018, we were the lessor to over ~~2600~~2,600 stores in our 36 consolidated outlet centers, under operating leases with initial terms that expire from 2019 to 2033. The majority of our leases contain provisions which provide additional rents based on ~~tenants'~~tenants’ sales volume. Percentage rentals are recognized when specified targets that trigger the contingent rent are met.

Future minimum lease receipts under non-cancelable operating leases as of December 31, 2018, excluding the effect of straight-line rent and variable rentals, are as follows (in thousands):



2019	$	285,343
2020	265,361
2021	229,553
2022	195,808
2023	164,845
Thereafter	364,844
	$	1,505,754

2019 $ 285,343
2020 265,361
2021 229,553
2022 195,808
2023 164,845
Thereafter 364,844
$ 1,505,754

Information as Lessee Under ASC 842

Adoption of the new standard resulted in the recording of operating lease right-of-use assets and operating lease liabilities, of $90.4 million and $95.1 million, respectively, as of January 1, 2019 equal to the present value of the minimum lease payments required under each lease. The difference between the recorded operating lease liability and operating right-of-use assets represents the accrued straight-line rent liability and our prepaid rent balances previously recognized under ASC 840. In March 2019, we sold our Ocean City outlet center, which had an operating lease right-of-use asset and operating lease liability of approximately $2.5 million.

Our non-cancelable operating leases, with terms in excess of one year, have terms, including certain extension options, that expire from 2028 to 2101. Certain 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 on a straight-line basis over the lease term. The majority of our operating lease expense is related to ground leases at the following outlet centers: Myrtle Beach Hwy 17, Atlantic City, Sevierville, Riverhead, Foxwoods and Rehoboth Beach and the lease of our corporate office in Greensboro, North Carolina.

For the three and nine months ended ~~March 31,~~September 30, 2019, the components of lease costs are as follows (in thousands):


			Three months ended		Nine months ended
			September 30, 2019
Operating lease costs	$	1,404	$	1,372	$	4,148
Short-term lease costs	591		563		1,726
Variable lease costs ⁽¹⁾	78		50		180
Total lease costs	$	2,073	$	1,985	$	6,054


(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"~~(“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:



	~~March 31,~~September 30, 2019
Weighted - average remaining lease term (years)	5150
Weighted - average discount rate	5.0	%

Cash flow information related to leases for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 (in thousands):



	September 30, 2019
Operating cash outflows related to operating leases	$	4,006

March 31, 2019
Operating cash outflows related to operating leases $ 1,403

Maturities of lease liabilities as of ~~March 31,~~September 30, 2019 for the next five years and thereafter are as follows (in thousands):



For the remainder of 2019	$	1,564
2020	5,568
2021	5,613
2022	5,669
2023	5,709
2024	5,765
Thereafter	226,837
Total lease payments	$	256,725
Less imputed interest	165,042
Present value of lease liabilities	$	91,683

For the remainder of 2019 $ 4,168
2020 5,568
2021 5,613
2022 5,669
2023 5,709
2024 5,765
Thereafter 226,837
Total lease payments $ 259,329
Less imputed interest 166,975
Present value of lease liabilities $ 92,354

Information as Lessee Under ASC 840

As of December 31, 2018, our non-cancelable operating leases have terms, including certain extension options, that expire from 2019 to 2101. Rental payments for these leases totaled approximately $1.8 million and $5.4 million, respectively for the three and nine months ended ~~March 31,~~September 30, 2018. As of December 31, 2018, the majority of our rental payments are related to ground leases at the following outlet centers: Myrtle Beach Hwy 17, Atlantic City, Ocean City, Sevierville, Riverhead, Foxwoods and Rehoboth Beach and the lease of our corporate office in Greensboro, North Carolina. The contingent portion of our ground lease payments is based on center performance and/or changes in an index.

For operating leases as of December 31, 2018, minimum lease payments for the next five years and thereafter are as follows (in thousands):



2019	$	7,526
2020	7,311
2021	7,140
2022	7,127
2023	7,167
Thereafter	258,438
Total minimum payment	$	294,709

2019 $ 7,526
2020 7,311
2021 7,140
2022 7,127
2023 7,167
Thereafter 258,438
Total minimum payment $ 294,709

18. New Accounting Pronouncements

Recently adopted accounting standards (other than ASC 842 Leases)

In October 2018, the FASB issued Accounting Standards Update ~~("ASU"~~(“ASU”) 2018-16, Inclusion of the Secured Overnight Financing Rate ~~(SOFR)~~(“SOFR”) Overnight Index Swap ~~(OIS)~~(“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes to Accounting Standards Codification 815. ASU 2018-16 expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate. The mandatory effective date for calendar year-end public companies was January 1, 2019. The adoption of ASU 2018-16 as of January 1, 2019 did not have a material impact on our consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 amends prior employee share-based payment guidance to include nonemployee share-based payment transactions for acquiring services or property. This ASU now aligns the determination of the measurement date, the accounting for performance conditions, and the accounting for share-based payments after vesting in addition to other items. The provisions of ASU 2018-07 were effective for us as of January 1, 2019 using a modified transition method upon adoption, and early adoption was permitted. The adoption of ASU 2018-07 as of January 1, 2019 did not have a material impact on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. The new guidance made more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amended the presentation and disclosure requirements and changed 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 adoption of ASU 2017-12 as of January 1, 2019 did not have a material impact on our consolidated financial statements.

Recently issued accounting standards to be adopted

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 is intended to improve the effectiveness of disclosures required by entities regarding recurring and nonrecurring fair value measurements. ASU 2018-13 is effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The adoption of ASU 2018-13 will not have a material impact on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13 to amend the accounting for credit losses for certain financial instruments. Under the new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. In November 2018, the FASB released ASU No. 2018-19 “Codification Improvements to Topic 326, Financial Instruments - Credit Losses.” This ASU clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20 “Financial Instruments - Credit Losses.” Instead, impairment of receivables arising from operating leases should be accounted for under Subtopic 842-30 “Leases - Lessor.” ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this new guidance will not have a material impact on our consolidated financial statements.

19. Subsequent Events

In October 2019, the Company's Board of Directors declared a $0.355 cash dividend per common share payable on November 15, 2019 to each shareholder of record on October 31, 2019, and the Trustees of Tanger GP Trust declared a $0.355 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three and nine months ended ~~March 31,~~September 30, 2019 with the three and nine months ended~~March 31,~~September 30, 2018. The results of operations discussion is combined for Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership because the results are virtually the same for both entities. The following discussion should be read in conjunction with the unaudited consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the unaudited, consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations. Unless the context indicates otherwise, the term ~~"Company"~~“Company” refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term ~~"Operating Partnership"~~“Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms ~~"we"~~“we”, ~~"our"~~“our” and ~~"us"~~“us” refer to the Company or the Company and the Operating Partnership together, as the text requires.

Cautionary Statements

Certain statements made below are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend for 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 have 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"~~“believe”, ~~"expect"~~“expect”, ~~"intend"~~“intend”, ~~"anticipate"~~“anticipate”, ~~"estimate"~~“estimate”, ~~"project"~~“project”, or similar expressions. Such forward-looking statements include, but are not limited to, statements regarding our: ability to raise additional capital, including via future issuances of equity and debt, and the use of proceeds from such issuances; results of operations and financial condition; capital expenditure and working capital needs and the funding thereof; repurchase of the ~~Company's~~Company’s shares; potential developments, expansions, renovations, acquisitions or dispositions of outlet centers; compliance with debt covenants; renewal and re-lease of leased space; outcome of legal proceedings arising in the normal course of business; 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; the effectiveness of our interest rate hedging arrangements; uncertainty relating to the potential phasing out of LIBOR; 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, including the recent changes in the U.S. federal income taxation of U.S. businesses; 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 set forth under Item 1A - ~~"Risk Factors"~~“Risk Factors” in the ~~Company's~~Company’s and the Operating ~~Partnership's~~Partnership’s Annual Report on Form 10-K for the year ended December 31, 2018.

General Overview

As of ~~March 31,~~September 30, 2019, we had 32 consolidated outlet centers in 19 states totaling 12.0 million square feet. We also had 87 unconsolidated outlet centers in 6 states or provinces totaling ~~2.4~~2.2 million square feet. During ~~the three months ended~~ March ~~31,~~ 2019, we closed on the sale of four non-core consolidated outlet centers for total gross proceeds of $130.5 million, and total net proceeds of approximately $128.2 million. The four properties ~~are~~were located in Nags Head, North Carolina; Ocean City, Maryland; Park City, Utah; and Williamsburg, Iowa and represented 6.8% of the ~~Company's~~Company’s consolidated portfolio square footage. In May 2019, the RioCan joint venture closed on the sale of its outlet center in Bromont, Quebec for net proceeds of approximately $6.4 million. Our share of the proceeds was approximately $3.2 million.

The table below details our new developments, expansions and dispositions of consolidated and unconsolidated outlet centers that significantly impacted our results of operations and liquidity from January 1, 2018 to ~~March 31,~~September 30, 2019 (square feet in thousands):


		Consolidated Outlet Centers				Unconsolidated Joint Venture Outlet Centers			Consolidated Outlet Centers				Unconsolidated Joint Venture Outlet Centers
Outlet Center	Quarter Opened/Disposed	Square Feet		Number of Outlet Centers		Square Feet	Number of Outlet Centers	Quarter Opened/Disposed	Square Feet		Number of Outlet Centers		Square Feet		Number of Outlet Centers
As of January 1, 2018		12,930		36		2,370	8		12,930		36		2,370		8
Other		(7	)	—		1	—		(7	)	—		1		—
As of December 31, 2018		12,923		36		2,371	8		12,923		36		2,371		8
Dispositions:
Nags Head	First Quarter	(82	)	(1	)	—	—	First Quarter	(82	)	(1	)	—		—
Ocean City	First Quarter	(200	)	(1	)	—	—	First Quarter	(200	)	(1	)	—		—
Park City	First Quarter	(320	)	(1	)	—	—	First Quarter	(320	)	(1	)	—		—
Williamsburg	First Quarter	(276	)	(1	)	—	—	First Quarter	(276	)	(1	)	—		—
Bromont								Second Quarter	—		—		(161	)	(1	)
Other		2		—		—	—		3		—		2		—
As of March 31, 2019		12,047		32		2,371	8
As of September 30, 2019									12,048		32		2,212		7

The following table summarizes certain information for our existing outlet centers in which we have an ownership interest as of ~~March 31,~~September 30, 2019. Except as noted, all properties are fee owned.


Consolidated Outlet Centers	Legal	Square	%	Legal	Square	%
Location	Ownership %	Feet	Occupied	Ownership %	Feet	Occupied
Deer Park, New York	100	739,109	98	100	739,109	98
Riverhead, New York ⁽¹⁾	100	729,778	95	100	729,778	97
Rehoboth Beach, Delaware ⁽¹⁾	100	557,353	97	100	557,353	98
Foley, Alabama	100	554,673	94	100	554,583	90
Atlantic City, New Jersey ^{(1) (3)}	100	489,706	80	100	489,706	80
San Marcos, Texas	100	471,816	95	100	471,816	94
Sevierville, Tennessee ⁽¹⁾	100	447,815	99	100	447,815	99
Savannah, Georgia	100	429,089	97	100	429,089	96
Myrtle Beach Hwy 501, South Carolina	100	426,523	98	100	426,523	98
Jeffersonville, Ohio	100	411,866	94	100	411,867	92
Glendale, Arizona (Westgate)	100	410,734	97	100	410,726	99
Myrtle Beach Hwy 17, South Carolina ⁽¹⁾	100	403,425	100	100	403,425	100
Charleston, South Carolina	100	382,180	99	100	382,180	99
Lancaster, Pennsylvania	100	376,997	92	100	376,997	88
Pittsburgh, Pennsylvania	100	372,883	97	100	373,863	97
Commerce, Georgia	100	371,408	94	100	371,408	97
Grand Rapids, Michigan	100	357,103	96	100	357,103	96
Fort Worth, Texas	100	351,741	97	100	351,741	99
Daytona Beach, Florida	100	351,721	98	100	351,721	99
Branson, Missouri	100	329,861	98	100	329,861	100
Southaven, Mississippi ^{(2) (3)}	50	324,703	94	50	324,716	98
Locust Grove, Georgia	100	321,082	97	100	321,082	97
Gonzales, Louisiana	100	321,066	96	100	321,066	95
Mebane, North Carolina	100	318,886	99	100	318,886	100
Howell, Michigan	100	314,438	92	100	314,438	93
Mashantucket, Connecticut (Foxwoods) ⁽¹⁾	100	311,539	93	100	311,508	95
Tilton, New Hampshire	100	250,107	96	100	250,107	97
Hershey, Pennsylvania	100	249,696	99	100	249,696	100
Hilton Head II, South Carolina	100	206,564	88	100	206,564	92
Hilton Head I, South Carolina	100	181,670	100	100	181,670	100
Terrell, Texas	100	177,800	97	100	177,800	97
Blowing Rock, North Carolina	100	104,009	95	100	104,009	88
Totals		12,047,341	95		12,048,206	96



North Carolina ~~(Tanger~~	(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)~~



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.01 par value	SKT	New York Stock Exchange



Tanger Factory Outlet Centers, Inc.	Yesx	☒	Noo	☐
Tanger Properties Limited Partnership	Yesx	☒	Noo	☐



Tanger Factory Outlet Centers, Inc.	Yesx	☒	Noo	☐
Tanger Properties Limited Partnership	Yesx	☒	Noo	☐



Tanger Factory Outlet Centers, Inc.
Large ~~accelerated filer~~ x Accelerated Filer	☒	Accelerated ~~filer~~ o Filer	☐
Non-accelerated ~~filer~~ o Filer	☐	Smaller ~~reporting company~~ o Reporting Company	☐
		Emerging ~~growth company~~ oGrowth Company	☐



	x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	o☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Tanger Properties Limited Partnership
Large ~~accelerated filer~~ o Accelerated Filer	☐	Accelerated ~~filer~~ o Filer	☐
Non-accelerated ~~filer~~ x Filer	☒	Smaller ~~reporting company~~ o Reporting Company	☐
		Emerging ~~growth company~~ oGrowth Company	☐



Tanger Factory Outlet Centers, Inc.	Yeso	☐	Nox	☒
Tanger Properties Limited Partnership	Yeso	☐	Nox	☒



~~Title of each class~~	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
~~Common Shares,~~ ~~$0.01 par value~~	~~SKT~~	~~New York Stock Exchange~~



	Three months ended
	March 31,
	2019		2018
Fee:
Management and marketing	$	566	$	567
Leasing and other fees	31		46
Expense reimbursements from unconsolidated joint ventures	745		586
Total Fees	$	1,342	$	1,199



For the remainder of 2019	$	241,203
2020	308,442
2021	270,437
2022	235,196
2023	200,954
2024	166,256
Thereafter	291,784
	$	1,714,272



	March 31, 2019
Operating cash outflows related to operating leases	$	1,403



For the remainder of 2019	$	4,168
2020	5,568
2021	5,613
2022	5,669
2023	5,709
2024	5,765
Thereafter	226,837
Total lease payments	$	259,329
Less imputed interest	166,975
Present value of lease liabilities	$	92,354


(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~~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 5 and 6 to the consolidated financial statements for further details of our debt obligations.


Unconsolidated joint venture properties	Legal	Square	%	Legal	Square	%
Location	Ownership %	Feet	Occupied	Ownership %	Feet	Occupied
Charlotte, North Carolina ⁽¹⁾	50	398,697	97	50	398,677	99
Ottawa, Ontario				50	357,213	97
Columbus, Ohio ⁽¹⁾	50	355,245	95	50	355,245	97
Ottawa, Ontario	50	355,013	94
Texas City, Texas (Galveston/Houston) ⁽¹⁾	50	352,705	97	50	352,705	96
National Harbor, Maryland ⁽¹⁾	50	341,156	96	50	341,156	97
Cookstown, Ontario	50	307,779	97	50	307,779	98
Bromont, Quebec	50	161,449	77
Saint-Sauveur, Quebec ⁽¹⁾	50	99,405	94	50	99,405	96
Total		2,371,449	95		2,212,180	97



	Trailing twelve months ended September 30, 2019^(1),(2)
	# of Leases	Square Feet (in 000’s)	Average Annual Straight-line Rent (psf)		Average Tenant Allowance (psf)		Average Initial Term (in years)	Net Average Annual Straight-line Rent (psf) ⁽³⁾
Re-tenant	106	520	$	34.02	$	42.35	8.41	$	28.98
Renewal	239	1,147	$	34.02	$	0.55	3.81	$	33.88

	Trailing twelve months ended September 30, 2018⁽¹⁾
	# of Leases	Square Feet (in 000’s)	Average Annual Straight-line Rent (psf)		Average Tenant Allowance (psf)		Average Initial Term (in years)	Net Average Annual Straight-line Rent (psf) ⁽³⁾
Re-tenant	99	478	$	32.92	$	63.74	7.86	$	24.81
Renewal	265	1,343	$	29.79	$	0.26	3.79	$	29.72



	Trailing twelve months ended March 31, 2019^(1),(2)
	# of Leases	Square Feet (in 000's)	Average Annual Straight-line Rent (psf)		Average Tenant Allowance (psf)		Average Initial Term (in years)	Net Average Annual Straight-line Rent (psf) ⁽³⁾
Re-tenant	81	388	$	33.32	$	45.13	7.83	$	27.56
Renewal	280	1,404	$	34.37	$	0.49	3.82	$	34.24

	Trailing twelve months ended March 31, 2018⁽¹⁾
	# of Leases	Square Feet (in 000's)	Average Annual Straight-line Rent (psf)		Average Tenant Allowance (psf)		Average Initial Term (in years)	Net Average Annual Straight-line Rent (psf) ⁽³⁾
Re-tenant	84	415	$	34.32	$	70.88	8.55	$	26.03
Renewal	262	1,300	$	29.25	$	0.25	4.07	$	29.19


(1)	Excludes license agreements, seasonal tenants, and month-to-month leases.


(2)	Excludes outlet centers sold in March 2019 (Nags Head, Ocean City, Park City, and Williamsburg Outlets Centers).


	2019			2018			Increase/(Decrease)			2019			2018			Increase/(Decrease)
Rental revenues from existing properties	$	110,822		$	111,564		$	(742	)	$	113,013		$	113,049		$	(36	)
Rental revenues from properties disposed	6,402			6,541			(139		)	79			6,322			(6,243		)
Straight-line rent adjustments	1,970			1,948			22			2,052			1,451			601
Lease termination fees	1,130			1,051			79			127			70			57
Amortization of above and below market rent adjustments, net	(370		)	(448		)	78			(221		)	(615		)	394
	$	119,954		$	120,656		$	(702	)	$	115,050		$	120,277		$	(5,227	)



Senior unsecured notes financial covenants	Required	Actual
Total consolidated debt to adjusted total assets	<60%	4948	%
Total secured debt to adjusted total assets	<40%	3	%
Total unencumbered assets to unsecured debt	>150%	~~196~~199	%


Joint Venture	Total Joint Venture Debt			Maturity Date	Interest Rate		Percent Guaranteed by the Operating Partnership		Maximum Guaranteed Amount by the Company		Total Joint Venture Debt			Maturity Date	Interest Rate		Percent Guaranteed by the Operating Partnership		Maximum Guaranteed Amount by the Company
Charlotte	$	100.0		July 2028	4.27%		—	%	$	—	$	100.0		July 2028	4.27%		—	%	$	—
Columbus(1)	85.0			November 2019	LIBOR + 1.65%		7.5	%	6.4		85.0			November 2019	LIBOR + 1.65%		7.5	%	6.4
Galveston/Houston	80.0			July 2020	LIBOR + 1.65%		12.5	%	10.0		80.0			July 2020	LIBOR + 1.65%		12.5	%	10.0
National Harbor	95.0			January 2030	4.63	%	—	%	—		95.0			January 2030	4.63	%	—	%	—
RioCan Canada	9.4			May 2020	5.75	%	31.9	%	3.0		9.1			May 2020	5.75	%	33.0	%	3.0
Debt premium and debt origination costs	(1.4		)								(1.2		)
	$	368.0							$	19.4	$	367.9							$	19.4


(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~~Company’s common shares, subject to certain limitations to preserve the ~~Company's~~Company’s REIT status.


(2)	Represents the accelerated recognition of compensation cost entitled to be received by the Company’s President and Chief Operating Officer per the terms of a transition agreement executed in connection with his planned retirement.


(1)	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.



Outlet centers sold:
Nags Head, Ocean City, Park City, and Williamsburg	March 2019



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)
January 1, 2019 to January 31, 2019	—	$	—	—	$	55.7
February 1, 2019 to February 28, 2019	—	—		—	100.0
March 1, 2019 to March 31, 2019	—	—		—	100.0
Total	—	$	—	—	$	100.0



	For the years ended December 31,
	2018		2017		2016
Revenues:
Base rentals	$	327,960	$	323,985	$	308,353
Percentage rentals	10,040		9,853		11,221
Expense reimbursements	145,356		142,817		133,818
Management, leasing and other services	2,496		2,452		3,847
Other revenues	8,829		9,127		8,595
Total revenues	$	494,681	$	488,234	$	465,834



Exhibit Number		Exhibit Descriptions


31.1*		Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.

31.2*		Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.

31.3*		Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.

31.4*		Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.

32.1**		Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.

32.2**		Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.

32.3**		Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.

32.4**		Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.

101101.INS**		~~The following financial statements from Tanger Factory Outlet Centers, Inc.~~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***		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's dual Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted~~contained in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Other Comprehensive Income (unaudited), (iv) Consolidated Statements of Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Consolidated Financial Statements (unaudited).Exhibit 101)


		* Filed herewith.
		** Furnished herewith.
		*** Submitted herewith.



TANGER FACTORY OUTLET CENTERS, INC.
By:	/s/ James F. Williams
	James F. Williams
	Executive Vice President and Chief Financial Officer

TANGER PROPERTIES LIMITED PARTNERSHIP
By: TANGER GP TRUST, its sole general partner
By:	/s/ James F. Williams
	James F. Williams
	Vice President and Treasurer (Principal Financial Officer)