8-K

TANGER INC. (SKT)

8-K 2023-02-21 For: 2023-02-21
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 21, 2023

TANGER FACTORY OUTLET CENTERS, INC.

_________________________________________

(Exact name of registrant as specified in its charter)

North Carolina 1-11986 56-1815473
(State or other jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

3200 Northline Avenue, Suite 360, Greensboro, NC 27408

(Address of principal executive offices)

(336) 292-3010

(Registrant’s telephone number, including area code)

N/A

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02   Results of Operations and Financial Condition

On February 21, 2023, Tanger Factory Outlet Centers, Inc. (the "Company") issued a press release announcing its results of operations and financial condition as of and for the quarter ended December 31, 2022. A copy of the Company's press release is hereby furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise.

Item 7.01   Regulation FD Disclosure

On February 21, 2023, the Company made publicly available on its website, www.tangeroutlet.com, certain supplemental operating and financial information for the quarter ended December 31, 2022. This supplemental operating and financial information is hereby attached to this current report as Exhibit 99.2. The information contained in this report on Form 8-K, including Exhibit 99.2, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise. The information found on, or otherwise accessible through, the Company's website is not incorporated into, and does not form a part of, this current report on Form 8-K or any other report or document the Company files with or furnishes to the United States Securities and Exchange Commission.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Report:

Exhibit No.
99.1 Press release announcing the results of operations and financial condition of the Company as of and for the quarter endedDecember 31, 2022.
99.2 Supplemental operating and financial information of the Company as of and for the quarter endedDecember 31, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 21, 2023

TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ Michael J. Bilerman
Michael J. Bilerman
Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)

Document

EXHIBIT 99.1

News Release

Tanger Reports Fourth Quarter and Full Year 2022 Results and Introduces 2023 Guidance

Drives Positive Blended Rent Spreads of 10.1%

Grows Occupancy by 170 Basis Points

Executes 50% Higher Leasing Volume

Greensboro, NC, February 21, 2023, Tanger Factory Outlet Centers, Inc. (NYSE:SKT), a leading owner and operator of upscale open-air outlet centers, today reported financial results and operating metrics for the three months and year ended December 31, 2022.

“I am pleased to report another quarter of strong results led by robust NOI growth,” said Stephen Yalof, President and Chief Executive Officer. “Leasing momentum continues to accelerate as we grew our occupancy 170 basis points year over year. Rent spreads exceeded 10% for comparable leases executed in 2022, marking our seventh-consecutive quarter of improvement. Traffic remained steady and total gross sales were in line with last year’s levels in spite of a far more promotional retail environment this holiday selling season. We have entered into 2023 with an attractive growth outlook along with a well-positioned balance sheet and cash flows to execute on our strategy. We continue to elevate our tenancy, diversify our portfolio, grow incremental revenue sources and look forward to opening our 37th center in Nashville this fall.”

Fourth Quarter Results

•Net income available to common shareholders was $0.17 per share, or $18.1 million, compared to $0.12 per share, or $13.0 million, for the 2021 period. The 2022 period includes a $0.03 per share, or $3.2 million, gain on the sale of a non-core outlet center located in Blowing Rock, North Carolina. The 2021 period included a non-cash impairment charge of $0.06 per share, or $7.0 million, related to the Mashantucket (Foxwoods), Connecticut asset.

•Funds From Operations (“FFO”) available to common shareholders was $0.47 per share, or $51.6 million, compared to $0.45 per share, or $49.7 million, for the 2021 period.

•Core Funds From Operations (“Core FFO”) available to common shareholders was $0.47 per share, or $51.8 million, compared to $0.45 per share, or $49.6 million, for the 2021 period. Core FFO in the fourth quarter of 2021 excluded a casualty gain associated with insurance proceeds of $0.01 per share, or $1.0 million, which was offset by general and administrative expense of $0.01 per share, or $0.9 million, related to certain executive severance costs. The Company does not consider these items to be indicative of its ongoing operating performance.

Full Year Results

•Net income available to common shareholders was $0.77 per share, or $81.2 million, compared to $0.08 per share, or $8.3 million, for 2021. Net income available to common shareholders for 2022 includes the gain on the sale of an outlet center discussed above. Net income available to common shareholders for 2021 included losses on the early extinguishment of debt totaling $0.47 per share, or $47.9 million, and the impairment charge discussed above.

•FFO available to common shareholders was $1.83 per share, or $201.5 million, compared to $1.29 per share, or $138.1 million, for 2021.

•Core FFO available to common shareholders was $1.83 per share, or $201.8 million, compared to $1.76 per share, or $188.4 million, for 2021. Core FFO for 2022 excludes $0.02 per share, or $2.4 million, related to certain executive severance costs, offset by a gain on sale of the corporate aircraft of $0.02 per share, or $2.4 million. Core FFO for 2021 excluded the losses on the early extinguishment of debt, the casualty gain discussed above and general and administrative expense of $0.03 per share, or $3.6 million, for compensation costs related to a voluntary retirement plan and other executive severance costs. The Company does not consider these items indicative of its ongoing operating performance.

FFO and Core FFO are widely accepted supplemental non-GAAP financial measures used in the real estate industry to measure and compare the operating performance of real estate companies. Complete reconciliations containing adjustments from GAAP net income to FFO and Core FFO, if applicable, are included in this release. Per share amounts for net income, FFO and Core FFO are on a diluted basis.

Operating Metrics

Key portfolio results for the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, were as follows:

•Occupancy was 97.0% on December 31, 2022, compared to 96.5% on September 30, 2022 and 95.3% on December 31, 2021

•Same center net operating income (“Same Center NOI”) increased 5.1% to $86.5 million for the fourth quarter of 2022 from $82.2 million for the fourth quarter of 2021 and increased 5.5% to $325.7 million for 2022 from $308.7 million for 2021, driven by growth in occupancy and rental rates in 2022. Same Center NOI for 2022 benefited from the net reversal of revenue reserves (excluding straight-line rents) of approximately $4.5 million compared to approximately $1.6 million of net reserves recorded in 2021. In addition, during 2022, the Company recognized net reversals of straight-line rent reserves (which do not impact Same Center NOI) of $627,000 compared to straight-line rent net reserves of $209,000 in 2021

•Total gross sales remained flat in 2022 as compared to 2021, while average tenant sales productivity of $445 per square foot for the twelve months ended December 31, 2022 was flat compared to $446 per square foot for the twelve months ended September 30, 2022 and down 4.7% from $467 per square foot for the twelve months ended December 31, 2021. Average tenant sales per square foot in 2022 was impacted by the change in mix of retailers included in the comparable pool as well as retailer expansions that occurred during the year. Compared to the twelve months ended December 31, 2019, average tenant sales increased 11.8% from $398 per square foot

•On a same center basis, average tenant sales per square foot decreased 0.7% compared to the twelve months ended September 30, 2022 and 5.1% compared to the twelve months ended December 31, 2021. Compared to the twelve months ended December 31, 2019, average tenant sales per square foot increased 9.1% on a same center basis

•Lease termination fees for the total portfolio totaled $2.9 million for 2022, including $23,000 for the fourth quarter of 2022, compared to $3.6 million for 2021, including $0.3 million for the fourth quarter of 2021

Same Center NOI is a supplemental non-GAAP financial measure of operating performance. A complete definition of Same Center NOI and a reconciliation to the nearest comparable GAAP measure is included in this release.

Transaction Activity

In May 2022, Tanger broke ground on its new center in Nashville, Tennessee. The center, which will be approximately 290,000 square feet, is expected to open in September of 2023 at an estimated total cost of $142 million to $150 million with a projected stabilized yield of 7.0% to 7.5%. Through December 31, 2022, Tanger had incurred costs of $36.0 million associated with this development.

In December 2022, Tanger sold a non-core center in Blowing Rock, North Carolina for $13.0 million, which resulted in a gain on sale of assets of $3.2 million.

Leasing Activity

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of January 31, 2023, Tanger has renewals executed or in process for 41.0% of the space scheduled to expire during 2023 compared to 29.8% of expiring 2022 space as of January 31, 2022.

The following key leasing metrics are presented for the total domestic portfolio, including the Company’s pro rata share of domestic unconsolidated joint ventures.

•Total renewed or re-tenanted leases (including leases for both comparable and non-comparable space) executed during the twelve months ended December 31, 2022 included 447 leases, totaling over 2.1 million square feet

•Blended average rental rates increased 10.1% on a cash basis for leases executed for comparable space during the twelve months ended December 31, 2022, a sequential improvement of 440 basis points. This increase is comprised of re-tenanted rent spreads of 27.9% and renewal rent spreads of 8.6%

Dividend

In January 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.22 per share, which was paid on February 15, 2023 to holders of record on January 31, 2023.

Balance Sheet and Liquidity

The following balance sheet and liquidity metrics are presented for the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures. As of December 31, 2022:

•Net debt to Adjusted EBITDAre (calculated as net debt divided by Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“Adjusted EBITDAre”)) improved to 5.1x for 2022 from 5.5x for 2021

•Interest coverage ratio (calculated as Adjusted EBITDAre divided by interest expense) improved to 4.7x for 2022 from 4.3x for 2021

•Cash and cash equivalents and short-term investments totaled $273.3 million with full availability on the Company’s $520 million unsecured lines of credit

•Total outstanding debt aggregated $1.6 billion with $109.0 million (principal) of floating rate debt, representing approximately 7% of total debt outstanding and 3% of total enterprise value

•Weighted average interest rate was 3.4% and weighted average term to maturity of outstanding debt, including extension options, was approximately 5.6 years

•Approximately 88% of the total portfolio’s square footage was unencumbered by mortgages

•Funds Available for Distribution (“FAD”) payout ratio was 46% for 2022

Adjusted EBITDAre, Net debt and FAD are supplemental non-GAAP financial measures of operating performance. Definitions of Adjusted EBITDAre, Net debt and FAD and reconciliations to the nearest comparable GAAP measures are included in this release.

Guidance for 2023

Based on the Company’s internal budgeting process and its view on current market conditions, management currently believes the Company’s full year 2023 net income, FFO and Core FFO per share will be as follows:

For the year ending December 31, 2023:
Low Range High Range
Estimated diluted net income per share $0.87 $0.95
Depreciation and amortization of real estate assets - consolidated and the Company’s share of unconsolidated joint ventures 0.94 0.94
Estimated diluted FFO per share $1.81 $1.89
Reversal of previously expensed compensation related to executive departure (0.01) (0.01)
Estimated diluted Core FFO per share $1.80 $1.88

Tanger’s estimates reflect the following key assumptions (dollars in millions):

For the year ending December 31, 2023:
Low Range High Range
Same Center NOI growth - total portfolio at pro rata share 2.0 4.0
General and administrative expense, excluding executive departure adjustments 73 76
Interest expense 47 49
Interest and other income 5 7
Annual recurring capital expenditures, renovations and second generation tenant allowances 50 60

All values are in US Dollars.

Weighted average diluted common shares are expected to be approximately 106 million for earnings per share and 111 million for FFO and Core FFO per share. The estimates above do not include the impact of the acquisition or sale of any outparcels, properties or joint venture interests, or any additional financing activity.

Fourth Quarter and Year End 2022 Conference Call

Tanger will host a conference call to discuss its fourth quarter and year end 2022 results for analysts, investors and other interested parties on Wednesday, February 22, 2023, at 8:00 a.m. Eastern Time. To access the conference call, listeners should dial 1-877-605-1702. Alternatively, a live audio webcast of this call will be available to the public on Tanger’s Investor Relations website, investors.tangeroutlets.com. A telephone replay of the call will be available from February 22, 2023 at approximately 11:00 a.m. through March 8, 2023 at 11:59 p.m. by dialing 1-877-660-6853, replay access code #13735349. An online archive of the webcast will also be available through March 8, 2023.

Upcoming Events

The Company is scheduled to participate in the following upcoming events:

•Wells Fargo’s Real Estate Securities Conference held at the InterContinental New York Barclay on February 23, 2023

•Citi’s 2023 Global Property CEO Conference held at the Diplomat Resort & Spa in Hollywood, FL from March 5 through March 8, 2023, including a tour of Tanger Outlets Palm Beach center on March 5 and a CEO Round Table Presentation. Additional details about the presentation, including a live audio webcast, will be available to the public on Tanger’s Investor Relations website, investors.tangeroutlets.com

•BofA’s NYC Retail REIT Headquarter Tour on March 29, 2023

About Tanger Factory Outlet Centers, Inc.

Tanger Factory Outlet Centers, Inc. (NYSE: SKT) is a leading operator of upscale open-air outlet centers that owns (or has an ownership interest in) and/or manages a portfolio of 36 centers with an additional center currently under development. Tanger’s operating properties are located in 20 states and in Canada, totaling approximately 13.9 million square feet, leased to over 2,700 stores operated by more than 600 different brand name companies. The Company has more than 42 years of experience in the outlet industry and is a publicly-traded REIT. Tanger is furnishing a Form 8-K with the Securities and Exchange Commission (“SEC”) that includes a supplemental information package for the quarter ended December 31, 2022. For more information on Tanger Outlet Centers, call 1-800-4TANGER or visit the Company’s website at www.tangeroutlets.com.

Safe Harbor Statement

This news release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “forecast” or similar expressions, and include the Company’s expectations regarding future financial results and assumptions underlying that guidance, long-term growth, trends in retail traffic and tenant revenues, development initiatives and strategic partnerships, improvement in operational metrics, renewal trends, new revenue streams, its strategy and value proposition to retailers, uses of capital, liquidity, dividend payments and cash flows.

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; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to the impact of the COVID-19 pandemic and macroeconomic conditions, including rising interest rates and inflation, on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants; our dependence on rental income from real property; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; increased costs and reputational harm associated with the increased focus on environmental, sustainability and social initiatives; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; 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” in the Company’s and the Operating

Investor Contact Information Media Contact Information
Doug McDonald KWT Global
SVP, Finance and Capital Markets Tanger@kwtglobal.com
336-856-6066
tangerir@tangeroutlets.com

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
Revenues:
Rental revenues $109,832 $106,210 $421,419 $407,766
Management, leasing and other services 2,297 2,039 7,157 6,411
Other revenues 4,332 3,844 14,037 12,348
Total revenues 116,461 112,093 442,613 426,525
Expenses:
Property operating 38,405 36,989 143,936 140,736
General and administrative 19,366 18,507 71,532 65,817
Impairment charges 6,989 6,989
Depreciation and amortization 33,996 27,182 111,904 110,008
Total expenses 91,767 89,667 327,372 323,550
Other income (expense):
Interest expense (12,097) (11,884) (46,967) (52,866)
Loss on early extinguishment of debt (222) (222) (47,860)
Gain on sale of assets 3,156 3,156
Other income (expense) (1) 1,875 1,003 6,029 (1,595)
Total other income (expense) (7,288) (10,881) (38,004) (102,321)
Income before equity in earnings of unconsolidated joint ventures 17,406 11,545 77,237 654
Equity in earnings of unconsolidated joint ventures 1,799 2,146 8,594 8,904
Net income 19,205 13,691 85,831 9,558
Noncontrolling interests in Operating Partnership (841) (605) (3,768) (440)
Noncontrolling interests in other consolidated partnerships
Net income attributable to Tanger Factory Outlet Centers, Inc. 18,364 13,086 82,063 9,118
Allocation of earnings to participating securities (226) (103) (869) (804)
Net income available to common shareholders of <br>Tanger Factory Outlet Centers, Inc. $18,138 $12,983 $81,194 $8,314
Basic earnings per common share:
Net income $0.17 $0.13 $0.78 $0.08
Diluted earnings per common share:
Net income $0.17 $0.12 $0.77 $0.08

(1)The year ended December 31, 2022 includes a $2.4 million gain on the sale of the corporate aircraft. The year ended December 31, 2021 includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(Unaudited)

December 31, December 31,
2022 2021
Assets
Rental property:
Land $275,079 $268,269
Buildings, improvements and fixtures 2,553,452 2,532,489
Construction in progress 27,340
2,855,871 2,800,758
Accumulated depreciation (1,224,962) (1,145,388)
Total rental property, net 1,630,909 1,655,370
Cash and cash equivalents 212,124 161,255
Short-term investments 52,450
Investments in unconsolidated joint ventures 73,809 82,647
Deferred lease costs and other intangibles, net 58,574 73,720
Operating lease right-of-use assets 78,636 79,807
Prepaids and other assets 111,163 104,585
Total assets $2,217,665 $2,157,384
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net $1,037,998 $1,036,181
Unsecured term loan, net 321,525 298,421
Mortgages payable, net 68,971 62,474
Unsecured lines of credit
Total debt 1,428,494 1,397,076
Accounts payable and accrued expenses 104,741 92,995
Operating lease liabilities 87,528 88,874
Other liabilities 82,968 78,650
Total liabilities 1,703,731 1,657,595
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $0.01 par value, 300,000,000 shares authorized, 104,497,920 and 104,084,734 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively 1,045 1,041
Paid in capital 987,192 978,054
Accumulated distributions in excess of net income (485,557) (483,409)
Accumulated other comprehensive loss (11,037) (17,761)
Equity attributable to Tanger Factory Outlet Centers, Inc. 491,643 477,925
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership 22,291 21,864
Noncontrolling interests in other consolidated partnerships
Total equity 513,934 499,789
Total liabilities and equity $2,217,665 $2,157,384

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CENTER INFORMATION

(Unaudited)

December 31,
2022 2021
Gross Leasable Area Open at End of Period (in thousands):
Consolidated 11,353 11,453
Unconsolidated 2,113 2,113
Pro rata share of unconsolidated 1,056 1,056
Managed 457
Total Owned and/or Managed Properties 13,924 13,566
Total Owned Properties including pro rata share of unconsolidated JVs (1) 12,410 12,509
Outlet Centers in Operation at End of Period:
Consolidated 29 30
Unconsolidated 6 6
Managed 1
Total Owned and/or Managed Properties 36 36
Ending Occupancy:
Consolidated 96.9 % 95.1 %
Unconsolidated 98.1 % 96.6 %
Total Owned Properties including pro rata share of unconsolidated JVs 97.0 % 95.3 %
Total States Operated in at End of Period 20 20

(1)Amounts may not recalculate due to the effect of rounding.

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP SUPPLEMENTAL MEASURES (1)

(in thousands, except per share)

(Unaudited)

Below is a reconciliation of Net Income to FFO and Core FFO:

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
Net income $19,205 $13,691 $85,831 $9,558
Adjusted for:
Depreciation and amortization of real estate assets - consolidated 33,384 26,592 109,513 107,698
Depreciation and amortization of real estate assets - unconsolidated joint ventures 2,602 2,801 11,018 11,618
Impairment charges - consolidated (2) 6,989 6,989
Loss on sale of joint venture property, including foreign currency effect (3) 3,704
Gain on sale of assets (3,156) (3,156)
FFO 52,035 50,073 203,206 139,567
Allocation of earnings to participating securities (413) (358) (1,683) (1,453)
FFO available to common shareholders (4) $51,622 $49,715 $201,523 $138,114
As further adjusted for:
Compensation related to voluntary retirement plan and other executive severance (5) 867 2,447 3,579
Casualty gain (969) (969)
Gain on sale of non-real estate asset (6) (2,418)
Loss on early extinguishment of debt (7) 222 222 47,860
Impact of above adjustments to the allocation of earnings to participating securities (2) 1 (2) (224)
Core FFO available to common shareholders (4) $51,842 $49,614 $201,772 $188,360
FFO available to common shareholders per share - diluted (4) $0.47 $0.45 $1.83 $1.29
Core FFO available to common shareholders per share -<br><br>diluted (4) $0.47 $0.45 $1.83 $1.76
Weighted Average Shares:
Basic weighted average common shares 103,781 103,301 103,687 100,418
Effect of notional units 1,406 935 1,240 809
Effect of outstanding options 730 789 709 752
Diluted weighted average common shares (for earnings per share computations) 105,917 105,025 105,636 101,979
Effect of notional units
Effect of outstanding options
Exchangeable operating partnership units 4,750 4,775 4,759 4,790
Diluted weighted average common shares (for FFO and Core FFO per share computations) (4) 110,667 109,800 110,395 106,769

(1)Refer to Non-GAAP Definitions beginning on page 14 for definitions of the non-GAAP supplemental measures used in this release.

(2)Includes $563,000 for the three months and year ended December 31, 2021 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.

(3)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.

(4)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.

(5)For the 2022 period, represents executive severance costs. For the 2021 period, includes compensation costs related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021 and other executive severance costs.

(6)Represents gain on sale of the corporate aircraft.

(7)In 2021, the Company completed the redemption of its 3.875% senior notes due December 2023 ($250.0 million in aggregate principal amount outstanding) and its 3.750% senior notes due 2024 ($250.0 million in aggregate principal outstanding) for a total of $544.9 million in cash. The loss on early extinguishment of debt in 2021 includes make-whole premiums of $44.9 million for the redemptions.

Below is a reconciliation of FFO to FAD (1):

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
FFO available to common shareholders 51,622 49,715 201,523 138,114
Adjusted for:
Corporate depreciation excluded above 612 590 2,391 2,310
Amortization of finance costs 1,044 848 3,348 5,308
Amortization of net debt discount 137 109 509 2,140
Amortization of equity-based compensation 3,019 3,150 12,984 12,752
Straight-line rent adjustments 500 836 1,690 1,973
Market rent adjustments 918 142 1,417 293
Second generation tenant allowances and lease incentives (2) (4,608) (3,025) (9,547) (3,120)
Capital improvements (12,268) (6,953) (22,940) (13,206)
Adjustments from unconsolidated joint ventures (251) (293) (86) (1,497)
FAD available to common shareholders (3) 40,725 45,119 191,289 145,067
Dividends per share 0.2200 0.1825 0.8025 0.7150
FFO payout ratio 47 41 44 55
FAD payout ratio 59 45 46 53
Diluted weighted average common shares (3) 110,667 109,800 110,395 106,769

All values are in US Dollars.

(1)Refer to page 9 for a reconciliation of net income to FFO available to common shareholders.

(2)In the 2021 periods, second generation tenant allowances are presented net of $3.3 million tenant allowance reversals, which were the result of a lease modification.

(3)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.

Below is a reconciliation of Net Income to Portfolio NOI and Same Center NOI for the consolidated portfolio and total portfolio at pro rata share:

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
Net income $19,205 $13,691 $85,831 $9,558
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures (1,799) (2,146) (8,594) (8,904)
Interest expense 12,097 11,884 46,967 52,866
Gain on sale of assets (3,156) (3,156)
Loss on early extinguishment of debt (1) 222 222 47,860
Other (income) expense (1,875) (1,002) (6,029) 1,595
Impairment charges 6,989 6,989
Depreciation and amortization 33,996 27,182 111,904 110,008
Other non-property (income) expenses 357 144 312 165
Corporate general and administrative expenses 19,348 18,555 71,657 66,023
Non-cash adjustments (2) 1,422 989 3,132 2,316
Lease termination fees (12) (1) (2,870) (2,225)
Portfolio NOI - Consolidated 79,805 76,285 299,376 286,251
Non-same center NOI - Consolidated (346) (215) (1,296) (2,794)
Same Center NOI - Consolidated (3) $79,459 $76,070 $298,080 $283,457
Portfolio NOI - Consolidated $79,805 $76,285 $299,376 $286,251
Pro rata share of unconsolidated joint ventures 6,997 6,484 27,594 25,605
Portfolio NOI - Total portfolio at pro rata share 86,802 82,769 326,970 311,856
Non-same center NOI - Total portfolio at pro rata share (346) (532) (1,296) (3,125)
Same Center NOI - Total portfolio at pro rata share (3) $86,456 $82,237 $325,674 $308,731

(1)In 2021, the Company completed the redemption of its 3.875% senior notes due December 2023 ($250.0 million in aggregate principal amount outstanding) and its 3.750% senior notes due 2024 ($250.0 million in aggregate principal outstanding) for a total of $544.9 million in cash. The loss on early extinguishment of debt in 2021 includes make-whole premiums of $44.9 million for the redemptions.

(2)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.

(3)Sold outlet centers excluded from Same Center NOI:

Outlet centers sold:
Jeffersonville January 2021 Consolidated
Saint-Sauveur, Quebec March 2021 Unconsolidated JV
Blowing Rock December 2022 Consolidated

Below are reconciliations of Net Income to Adjusted EBITDA, EBITDAre and Adjusted EBITDAre:

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
Net income $19,205 $13,691 $85,831 $9,558
Adjusted to exclude:
Interest expense, net 10,111 11,772 43,372 52,426
Income tax expense (benefit) (48) 2 138 153
Depreciation and amortization 33,996 27,182 111,904 110,008
Impairment charges - consolidated (1) 6,989 6,989
Loss on sale of joint venture property, including foreign currency effect (2) 3,704
Gain on sale of assets (3,156) (3,156)
Compensation related to voluntary retirement plan and other executive severance (3) 867 2,447 3,579
Gain on sale of non-real estate asset (4) (2,418)
Casualty gain (969) (969)
Loss on early extinguishment of debt (5) 222 222 47,860
Adjusted EBITDA $60,330 $59,534 $238,340 $233,308
Three months ended Year ended
--- --- --- --- ---
December 31, December 31,
2022 2021 2022 2021
Net income $19,205 $13,691 $85,831 $9,558
Adjusted to exclude:
Interest expense, net 10,111 11,772 43,372 52,426
Income tax expense (benefit) (48) 2 138 153
Depreciation and amortization 33,996 27,182 111,904 110,008
Impairment charges - consolidated (1) 6,989 6,989
Loss on sale of joint venture property, including foreign currency effect (2) 3,704
Gain on sale of assets (3,156) (3,156)
Pro rata share of interest expense - unconsolidated joint ventures 4,051 1,457 7,087 5,858
Pro rata share of depreciation and amortization - unconsolidated joint ventures 5,473 2,907 11,018 11,618
EBITDAre $69,632 $64,000 $256,194 $200,314
Compensation related to voluntary retirement plan and other executive severance (3) 867 2,447 3,579
Gain on sale of non-real estate asset (4) (2,418)
Casualty gain (969) (969)
Loss on early extinguishment of debt (5) 222 222 47,860
Adjusted EBITDAre $69,854 $63,898 $256,445 $250,784

(1)Includes $563,000 for the three months and year ended December 31, 2021 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.

(2)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.

(3)For the 2022 period, represents executive severance costs. For the 2021 periods, includes compensation costs related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021 and other executive severance costs.

(4)Represents gain on sale of the corporate aircraft.

(5)In 2021, the Company completed the redemption of its 3.875% senior notes due December 2023 ($250.0 million in aggregate principal amount outstanding) and its 3.750% senior notes due 2024 ($250.0 million in aggregate principal outstanding) for a total of $544.9 million in cash. The loss on early extinguishment of debt in 2021 includes make-whole premiums of $44.9 million for the redemptions.

Below is a reconciliation of Total Debt to Net Debt for the consolidated portfolio and total portfolio at pro rata share:

December 31, 2022
Consolidated Pro Rata <br>Share of Unconsolidated JVs Total at <br>Pro Rata Share
Total debt $1,428,494 $164,505 $1,592,999
Less: Cash and cash equivalents (212,124) (8,686) (220,810)
Less: Short-term investments (1) (52,450) (52,450)
Net debt $1,163,920 $155,819 $1,319,739 December 31, 2021
--- --- --- ---
Consolidated Pro Rata <br>Share of Unconsolidated JVs Total at <br>Pro Rata Share
Total debt $1,397,076 $164,730 $1,561,806
Less: Cash and cash equivalents (161,255) (9,515) (170,770)
Net debt $1,235,821 $155,215 $1,391,036

(1)     Represents short-term bank deposits with initial maturities greater than three months and less than or equal to one year

NON-GAAP DEFINITIONS

Funds From Operations

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

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

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

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

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

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

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

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

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

Core FFO

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

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

factor in evaluating management’s performance and to evaluate the effectiveness of our business strategies, and may use Core FFO when determining incentive compensation.

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

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

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

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

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

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

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

Funds Available for Distribution

Funds Available for Distribution (“FAD”) is a non-GAAP financial measure that we define as FFO (defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis), excluding corporate depreciation, amortization of finance costs, amortization of net debt discount (premium), amortization of equity-based compensation, straight-line rent amounts, market rent amounts, second generation tenant allowances and lease incentives, recurring capital improvement expenditures, and our share of the items listed above for our unconsolidated joint ventures. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.

We believe that net income (loss) is the most directly comparable GAAP financial measure to FAD. FAD does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Other companies in our industry may calculate FAD differently than we do, limiting its usefulness as a comparative measure.

Portfolio Net Operating Income and Same Center Net Operating Income

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

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

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

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:

We define Adjusted EBITDA as net income (loss) computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive severance, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on extinguishment of debt, net and other items that we do not consider indicative of the Company’s ongoing operating performance.

We determine EBITDAre based on the definition set forth by NAREIT, which is defined as net income (loss) computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.

Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on extinguishment of debt, net, compensation related to voluntary retirement plan and other executive severance, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.

We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:

•They do not reflect our net interest expense;

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

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

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

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

Net Debt

We define Net Debt as Total Debt less Cash and Cash Equivalents and Short-Term Investments and present this metric for both the consolidated portfolio and for the total portfolio, including the consolidated portfolio and the Company’s pro rata share of unconsolidated joint ventures. Net debt is a component of the Net debt to Adjusted EBITDA ratio, which is defined as Net debt for the respective portfolio divided by Adjusted EBITDA (consolidated portfolio) or Adjusted EBITDAre (total portfolio at pro rata share). We use the Net debt to Adjusted EBITDA and the Net debt to Adjusted EBITDAre ratios to evaluate the Company's leverage. We believe this measure is an important indicator of the Company's ability to service its long-term debt obligations.

16

Document

EXHIBIT 99.2

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Tanger Factory Outlet Centers, Inc.

SUPPLEMENTAL OPERATING AND FINANCIAL DATA

for the Quarter and Year Ended 12/31/2022

Notice

Beginning in the fourth quarter of 2021, the Company has revised the presentation of certain metrics to include the Company’s share of unconsolidated joint ventures, as detailed in the following pages. The Company believes that this presentation provides additional information on the impacts of the operating results of its unconsolidated joint ventures and improves comparability to other retail REITs. Prior period results have been revised to conform with the current period presentation.

For a more detailed discussion of the factors that affect our operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the year ended December 31, 2021 and for the fiscal year ended December 31, 2022, when available.

This Supplemental Portfolio and Financial Data is not an offer to sell or a solicitation to buy any securities of the Company. Any offers to sell or solicitations to buy any securities of the Company shall be made only by means of a prospectus.

Safe Harbor Statement

This supplement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “forecast” or similar expressions, and include the Company’s expectations regarding future financial results and assumptions underlying that guidance.

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; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to the impact of the COVID-19 pandemic and macroeconomic conditions, including rising interest rates and inflation, on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants; our dependence on rental income from real property; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; increased costs and reputational harm associated with the increased focus on environmental, sustainability and social initiatives; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; 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” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022, as may be updated or supplemented in the Company’s Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company’s Current Reports on Form 8-K that the Company files with the SEC.

2

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Table of Contents

Section
Portfolio Data:
Summary Operating Metrics 4
Geographic Diversification 5
Property Summary - Occupancy at End of Each Period Shown 6
Portfolio Occupancy at the End of Each Period 7
Outlet Center Ranking 8
Top 25 Tenants Based on Percentage of Total Annualized Base Rent 9
Lease Expirations as of December 31, 2022 10
Capital Expenditures 11
Leasing Activity 12
Development Summary 13
Financial Data:
Consolidated Balance Sheets 14
Consolidated Statements of Operations 15
Components of Rental Revenues 16
Unconsolidated Joint Venture Information 17
Debt Outstanding Summary 18
Future Scheduled Principal Payments 20
Senior Unsecured Notes Financial Covenants 20
Enterprise Value, Net Debt, Liquidity, Debt Ratios and Credit Ratings 21
Non-GAAP and Supplemental Measures:
FFO and FAD Analysis 22
Portfolio NOI and Same Center NOI 24
Adjusted EBITDA and EBITDAre 26
Net Debt 27
Pro Rata Balance Sheet Information 28
Pro Rata Statement of Operations Information 29
Guidance for 2023 29
Non-GAAP Definitions 31
Investor Information 35

3

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Summary Operating Metrics

December 31,
2022 2021
Outlet Centers in Operation at End of Period:
Consolidated 29 30
Unconsolidated 6 6
Managed 1
Total Owned and/or Managed Properties 36 36
Gross Leasable Area Open at End of Period (in thousands):
Consolidated 11,353 11,453
Unconsolidated 2,113 2,113
Pro rata share of unconsolidated 1,056 1,056
Managed 457
Total Owned and/or Managed Properties (1) 13,924 13,566
Total Owned Properties including pro rata share of unconsolidated JVs (1) 12,410 12,509
Ending Occupancy:
Consolidated 96.9 95.1
Unconsolidated 98.1 96.6
Total Owned Properties including pro rata share of unconsolidated JVs 97.0 95.3
Average Tenant Sales Per Square Foot (2) :
Consolidated 443 467
Unconsolidated 462 470
Total Owned Properties including pro rata share of unconsolidated JVs 445 467
Occupancy Cost Ratio (3) 8.6 8.1

All values are in US Dollars.

(1)Amounts may not recalculate due to the effect of rounding.

(2)Average tenant sales per square foot is presented on a constant currency basis for the trailing twelve-month periods and include stores that have been occupied a minimum of twelve months and are less than 20,000 square feet. Constant currency is a non-GAAP measure, calculated by applying the average foreign exchange rate for the current period to all periods presented.

(3)Occupancy cost ratio represents annualized occupancy costs as of the end of the reporting period as a percentage of tenant sales for the trailing twelve-month periods for consolidated properties and the Company’s pro rata share of unconsolidated joint ventures.

4

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Geographic Diversification

As of December 31, 2022

Consolidated Properties

State # of Centers GLA % of GLA
South Carolina 5 1,605,812 14 %
New York 2 1,468,429 13 %
Georgia 3 1,121,579 10 %
Pennsylvania 3 999,442 9 %
Texas 2 823,557 7 %
Michigan 2 671,571 6 %
Alabama 1 554,736 5 %
Delaware 1 550,921 5 %
New Jersey 1 487,718 4 %
Tennessee 1 449,968 4 %
Arizona 1 410,753 3 %
Florida 1 351,691 3 %
Missouri 1 329,861 3 %
Mississippi 1 324,801 3 %
Louisiana 1 321,066 3 %
North Carolina 1 319,762 3 %
Connecticut 1 311,229 3 %
New Hampshire 1 250,558 2 %
Total Consolidated Properties 29 11,353,454 100 %
Unconsolidated Joint Venture Properties
# of Centers GLA Ownership %
Charlotte, NC 1 398,698 50.00 %
Ottawa, ON 1 357,209 50.00 %
Columbus, OH 1 355,245 50.00 %
Texas City, TX 1 352,705 50.00 %
National Harbor, MD 1 341,156 50.00 %
Cookstown, ON 1 307,883 50.00 %
Total Unconsolidated Joint Venture Properties 6 2,112,896
Tanger’s Pro Rata Share of Unconsolidated Joint Venture Properties 1,056,448
Managed Property
# of Centers GLA
Palm Beach, FL 1 457,326
Total Owned and/or Managed Properties 36 13,923,676
Total Owned Properties including pro rata share of unconsolidated JVs 35 12,409,902

5

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Property Summary - Occupancy at End of Each Period Shown

Location Total GLA <br>12/31/22 % Occupied <br>12/31/22 % Occupied <br>9/30/22 % Occupied <br>12/31/21
Deer Park, NY 739,148 100.0 % 100.0 % 95.0 %
Riverhead, NY 729,281 93.0 % 93.9 % 94.7 %
Foley, AL 554,736 94.1 % 95.8 % 91.7 %
Rehoboth Beach, DE 550,921 96.0 % 96.2 % 94.3 %
Atlantic City, NJ 487,718 90.5 % 84.8 % 80.5 %
San Marcos, TX 471,816 95.6 % 98.7 % 94.8 %
Sevierville, TN 449,968 100.0 % 100.0 % 100.0 %
Savannah, GA 429,089 99.5 % 98.6 % 100.0 %
Myrtle Beach Hwy 501, SC 426,523 98.2 % 95.8 % 98.2 %
Glendale, AZ (Westgate) 410,753 99.7 % 98.9 % 99.5 %
Myrtle Beach Hwy 17, SC 404,710 100.0 % 100.0 % 100.0 %
Charleston, SC 386,328 100.0 % 100.0 % 100.0 %
Lancaster, PA 375,883 100.0 % 100.0 % 100.0 %
Pittsburgh, PA 373,863 95.8 % 96.6 % 96.6 %
Commerce, GA 371,408 99.0 % 100.0 % 98.9 %
Grand Rapids, MI 357,133 90.8 % 89.0 % 88.5 %
Fort Worth, TX 351,741 98.9 % 99.1 % 100.0 %
Daytona Beach, FL 351,691 99.7 % 99.7 % 99.1 %
Branson, MO 329,861 100.0 % 100.0 % 99.2 %
Southaven, MS 324,801 100.0 % 100.0 % 100.0 %
Locust Grove, GA 321,082 99.3 % 100.0 % 100.0 %
Gonzales, LA 321,066 100.0 % 100.0 % 93.2 %
Mebane, NC 319,762 100.0 % 99.0 % 100.0 %
Howell, MI 314,438 84.0 % 81.5 % 78.1 %
Mashantucket, CT (Foxwoods) 311,229 86.3 % 80.0 % 78.7 %
Tilton, NH 250,558 94.2 % 93.3 % 81.2 %
Hershey, PA 249,696 100.0 % 97.2 % 100.0 %
Hilton Head II, SC 206,564 98.7 % 98.7 % 100.0 %
Hilton Head I, SC 181,687 99.4 % 98.8 % 96.6 %
Blowing Rock, NC N/A N/A 96.0 % 100.0 %
Total Consolidated 11,353,454 96.9 % 96.4 % 95.1 %
Charlotte, NC 398,698 98.0 % 97.8 % 98.9 %
Ottawa, ON 357,209 96.3 % 95.9 % 96.0 %
Columbus, OH 355,245 100.0 % 97.2 % 96.9 %
Texas City, TX (Galveston/Houston) 352,705 95.9 % 95.2 % 94.5 %
National Harbor, MD 341,156 100.0 % 98.4 % 99.3 %
Cookstown, ON 307,883 98.2 % 96.2 % 93.4 %
Total Unconsolidated 2,112,896 98.1 % 96.8 % 96.6 %
Tanger’s pro rata share of unconsolidated JVs 1,056,448 98.1 % 96.8 % 96.6 %
Total Owned Properties including pro rata share of unconsolidated JVs 12,409,902 97.0 % 96.5 % 95.3 %

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Portfolio Occupancy at the End of Each Period (1)

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(1) Includes the Company’s pro rata share of unconsolidated joint ventures.

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Outlet Center Ranking as of December 31, 2022 (1)

Ranking (2) 12 Months<br> SPSF Period End<br> Occupancy Sq Ft<br>(thousands) % of<br> Square Feet % of<br><br>Portfolio<br><br>NOI (3)
Consolidated Centers
Centers 1 - 5 $595 99.1 % 2,554 21 % 29 %
Centers 6 - 10 $490 99.8 % 1,539 12 % 14 %
Centers 11 - 15 $446 97.3 % 2,031 16 % 16 %
Centers 16 - 20 $389 96.3 % 1,984 16 % 16 %
Centers 21 - 25 $349 95.5 % 1,997 16 % 11 %
Centers 26 - 29 $307 91.1 % 1,248 10 % 6 %
Ranking (2) Cumulative 12 Months<br> SPSF Cumulative Period End<br> Occupancy Cumulative Sq Ft<br>(thousands) Cumulative <br>% of<br> Square Feet Cumulative<br><br>% of<br><br>Portfolio<br><br>NOI (3)
Consolidated Centers
Centers 1 - 5 $595 99.1 % 2,554 21 % 29 %
Centers 1 - 10 $553 99.4 % 4,093 33 % 43 %
Centers 1 - 15 $519 98.7 % 6,124 49 % 59 %
Centers 1 - 20 $485 98.1 % 8,108 65 % 75 %
Centers 1 - 25 $459 97.6 % 10,105 81 % 86 %
Centers 1 - 29 $443 96.9 % 11,353 91 % 92 %
Unconsolidated Centers at Pro Rata Share (4) $462 98.1 % 1,056 9 % 8 %
Total Centers at Pro Rata Share (5) $445 97.0 % 12,410 100 % 100 %
(1) Centers are ranked by sales per square foot for the trailing twelve months ended December 31, 2022 and sales per square foot include stores that have been occupied for a minimum of twelve months and are less than 20,000 square feet.
(2) Outlet centers included in each ranking group above are as follows (in alphabetical order):
Centers 1 - 5: Deer Park, NY Glendale, AZ (Westgate) Myrtle Beach Hwy 17, SC Rehoboth Beach, DE Sevierville, TN
Centers 6 - 10: Branson, MO Charleston, SC Hilton Head I, SC Locust Grove, GA Mebane, NC
Centers 11 - 15: Fort Worth, TX Hershey, PA Lancaster, PA Riverhead, NY Southaven, MS
Centers 16 - 20: Daytona Beach, FL Grand Rapids, MI Pittsburgh, PA San Marcos, TX Savannah, GA
Centers 21 - 25: Atlantic City, NJ Foley, AL Gonzales, LA Hilton Head II, SC Myrtle Beach Hwy 501, SC
Centers 26 - 29: Commerce, GA Howell, MI Mashantucket, CT (Foxwoods) Tilton, NH
(3) Based on the Company’s forecast of 2023 Portfolio NOI (see non-GAAP definitions), excluding centers not yet stabilized (none). The Company’s forecast is based on management’s estimates as of December 31, 2022 and may be considered a forward-looking statement that is subject to risks and uncertainties. Actual results could differ materially from those projected due to various factors including, but not limited to, the risks associated with general economic and real estate conditions. For a more detailed discussion of the factors that affect operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the year ended December 31, 2021 and December 31, 2022, when available.
(4) Includes outlet centers open 12 full calendar months presented on a gross basis (in alphabetical order):
Unconsolidated: Charlotte, NC Columbus, OH Cookstown, ON National Harbor, MD Ottawa, ON Texas City, TX (Galveston/Houston)
(5) Includes consolidated portfolio and the Company’s pro rata share of unconsolidated joint ventures. Amounts may not recalculate due to the effect of rounding.

8

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Top 25 Tenants Based on Percentage of Total Annualized Base Rent

As of December 31, 2022 (1)

At Pro Rata Share (2)
Tenant Brands # of<br>Stores GLA % of<br>Total GLA % of Total Annualized Base Rent (3)
The Gap, Inc. Gap, Banana Republic, Old Navy 99 954,909 7.7 % 5.8 %
SPARC Group Aéropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica, Reebok 103 566,753 4.6 % 4.3 %
Premium Apparel, LLC; The Talbots, Inc. LOFT, Ann Taylor, Lane Bryant, Talbots 86 433,784 3.5 % 4.2 %
PVH Corp. Tommy Hilfiger, Calvin Klein 49 333,140 2.7 % 3.5 %
Tapestry, Inc. Coach, Kate Spade, Stuart Weitzman 59 260,601 2.1 % 3.4 %
Under Armour, Inc. Under Armour, Under Armour Kids 34 275,505 2.2 % 3.3 %
American Eagle Outfitters, Inc. American Eagle Outfitters, Aerie 50 311,110 2.5 % 3.0 %
Nike, Inc. Nike, Converse, Hurley 39 405,482 3.3 % 2.6 %
Columbia Sportswear Company Columbia Sportswear 28 200,272 1.6 % 2.5 %
Carter’s, Inc. Carters, OshKosh B Gosh 48 190,564 1.5 % 2.1 %
Capri Holdings Limited Michael Kors, Michael Kors Men’s 32 147,846 1.2 % 2.1 %
Signet Jewelers Limited Kay Jewelers, Zales, Jared Vault 58 118,028 1.0 % 2.0 %
Skechers USA, Inc. Skechers 34 165,940 1.3 % 1.9 %
Ralph Lauren Corporation Polo Ralph Lauren, Polo Children, Polo Ralph Lauren Big & Tall 36 379,054 3.1 % 1.9 %
V. F. Corporation The North Face, Vans, Timberland, Dickies, Work Authority 31 152,980 1.2 % 1.8 %
Hanesbrands Inc. Hanesbrands, Maidenform, Champion 35 167,329 1.3 % 1.8 %
Rack Room Shoes, Inc. Rack Room Shoes 27 193,248 1.6 % 1.8 %
Express Inc. Express Factory 28 182,195 1.5 % 1.8 %
Luxottica Group S.p.A. Sunglass Hut, Oakley, Lenscrafters 63 87,400 0.7 % 1.8 %
Adidas AG Adidas 25 161,584 1.3 % 1.8 %
H & M Hennes & Mauritz LP. H&M 20 408,925 3.3 % 1.7 %
Chico’s, FAS Inc. Chicos, White House/Black Market, Soma Intimates 39 106,523 0.9 % 1.6 %
Levi Strauss & Co. Levi's 33 124,534 1.0 % 1.6 %
Caleres Inc. Famous Footwear 31 163,737 1.3 % 1.5 %
Rue 21 Rue 21 20 117,359 0.9 % 1.4 %
Total of Top 25 tenants 1,107 6,608,802 53.3 % 61.2 %

(1)Excludes leases that have been entered into but which tenant has not yet taken possession, temporary leases and month-to-month leases. Includes all retail concepts of each tenant group; tenant groups are determined based on leasing relationships.

(2)Includes the Company’s pro rata share of unconsolidated joint ventures.

(3)Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases. Includes rents which are based on a percentage of sales in lieu of fixed contractual rents.

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Lease Expirations as of December 31, 2022

Percentage of Total Gross Leasable Area (1)

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Percentage of Total Annualized Base Rent (1)

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(1) Includes the Company’s pro rata share of unconsolidated joint ventures.

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Capital Expenditures for the Year Ended December 31, 2022 (in thousands)

Consolidated<br>Properties Unconsolidated Joint Ventures at Pro Rata Share Total<br>at Pro Rata Share
Value-enhancing:
New center developments, first generation tenant allowances and expansions $39,967 $229 $40,196
Other 16,566 48 16,614
Total new center developments and expansions $56,533 $277 $56,810
Recurring capital expenditures:
Second generation tenant allowances $9,336 $228 $9,564
Operational capital expenditures 22,571 1,190 23,761
Renovations 369 369
Total recurring capital expenditures $32,276 $1,418 $33,694
Total additions to rental property-accrual basis $88,809 $1,695 $90,504

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Leasing Activity for the Trailing Twelve Months Ended December 31 - Comparable Space for Executed Leases (1) (2)

Leasing Transactions Square Feet (in 000s) New<br><br>Initial Rent<br><br>(psf) (3) Rent<br><br>Spread<br><br>% (4) Tenant Allowance (psf) (5) Average Initial Term<br>(in years)
Total space
2022 380 1,888 $31.71 10.1 % $2.14 3.7
2021 283 1,204 $30.93 (0.6) % $7.80 3.4
Re-tenanted space
2022 26 122 $43.47 27.9 % $30.10 8.3
2021 58 202 $29.60 (4.0) % $25.74 6.8
Renewed space
2022 354 1,766 $30.89 8.6 % $0.20 3.4
2021 225 1,002 $31.20 0.1 % $4.18 2.7

Refer to footnotes below the following table.

Leasing Activity for the Trailing Twelve Months Ended December 31 - Comparable and Non-Comparable Space for Executed Leases (1) (2)

Leasing Transactions Square Feet (in 000s) New<br><br>Initial Rent<br><br>(psf) (3) Tenant Allowance (psf) (5) Average Initial Term<br>(in years)
Total space
2022 447 2,120 $32.30 $6.82 4.1
2021 337 1,402 $30.61 $21.61 3.8

(1)For consolidated properties and domestic unconsolidated joint ventures at pro rata share owned as of the period-end date, except for leasing transactions, which are shown at 100%. Represents leases for new stores or renewals that were executed during the respective trailing 12-month periods and excludes license agreements, seasonal tenants, month-to-month leases and new developments.

(2)Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space).

(3)Represents average initial cash rent (base rent and common area maintenance (“CAM”)).

(4)Represents change in average initial and expiring cash rent (base rent and CAM).

(5)Includes other landlord costs.

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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External Growth Pipeline Summary as of December 31, 2022

Project/Market Projected<br>Opening Date Approx Size in<br>Sq Ft (000s) Est<br>Total Net Cost <br>(millions) Cost to Date <br>(millions) Tanger Ownership Percentage Est Future Tanger Capital Requirement (millions) Projected Stabilized Yield
New Developments:
Nashville, TN Fall 2023 290 $142 - $150 $36.0 100% $106 - $114 7.0% - 7.5%
The Company’s estimates, projections and judgments with respect to projected opening date, approximate size, estimated total net cost, Tanger ownership percentage, estimated future Tanger capital requirement and projected stabilized yield for new development are subject to adjustment prior to and during the development process. There are risks inherent to real estate development, some of which are not under the direct control of the Company. Please refer to the Company’s filings with the Securities and Exchange Commission on Form 10-K and Form 10-Q for a discussion of these risks.

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Consolidated Balance Sheets (dollars in thousands)

December 31, December 31,
2022 2021
Assets
Rental property:
Land $275,079 $268,269
Buildings, improvements and fixtures 2,553,452 2,532,489
Construction in progress 27,340
2,855,871 2,800,758
Accumulated depreciation (1,224,962) (1,145,388)
Total rental property, net 1,630,909 1,655,370
Cash and cash equivalents 212,124 161,255
Short-term investments 52,450
Investments in unconsolidated joint ventures 73,809 82,647
Deferred lease costs and other intangibles, net 58,574 73,720
Operating lease right-of-use assets 78,636 79,807
Prepaids and other assets 111,163 104,585
Total assets $2,217,665 $2,157,384
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net $1,037,998 $1,036,181
Unsecured term loan, net 321,525 298,421
Mortgages payable, net 68,971 62,474
Unsecured lines of credit
Total debt 1,428,494 1,397,076
Accounts payable and accrued expenses 104,741 92,995
Operating lease liabilities 87,528 88,874
Other liabilities 82,968 78,650
Total liabilities 1,703,731 1,657,595
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $0.01 par value, 300,000,000 shares authorized, 104,497,920 and 104,084,734 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively 1,045 1,041
Paid in capital 987,192 978,054
Accumulated distributions in excess of net income (485,557) (483,409)
Accumulated other comprehensive loss (11,037) (17,761)
Equity attributable to Tanger Factory Outlet Centers, Inc. 491,643 477,925
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership 22,291 21,864
Noncontrolling interests in other consolidated partnerships
Total equity 513,934 499,789
Total liabilities and equity $2,217,665 $2,157,384

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Consolidated Statements of Operations (in thousands, except per share data)

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
Revenues:
Rental revenues $109,832 $106,210 $421,419 $407,766
Management, leasing and other services 2,297 2,039 7,157 6,411
Other revenues 4,332 3,844 14,037 12,348
Total revenues 116,461 112,093 442,613 426,525
Expenses:
Property operating 38,405 36,989 143,936 140,736
General and administrative 19,366 18,507 71,532 65,817
Impairment charges 6,989 6,989
Depreciation and amortization 33,996 27,182 111,904 110,008
Total expenses 91,767 89,667 327,372 323,550
Other income (expense):
Interest expense (12,097) (11,884) (46,967) (52,866)
Loss on early extinguishment of debt (222) (222) (47,860)
Gain on sale of assets 3,156 3,156
Other income (expense) (1) 1,875 1,003 6,029 (1,595)
Total other income (expense) (7,288) (10,881) (38,004) (102,321)
Income before equity in earnings of unconsolidated joint ventures 17,406 11,545 77,237 654
Equity in earnings of unconsolidated joint ventures 1,799 2,146 8,594 8,904
Net income 19,205 13,691 85,831 9,558
Noncontrolling interests in Operating Partnership (841) (605) (3,768) (440)
Noncontrolling interests in other consolidated partnerships
Net income attributable to Tanger Factory Outlet Centers, Inc. 18,364 13,086 82,063 9,118
Allocation of earnings to participating securities (226) (103) (869) (804)
Net income available to common shareholders of <br>Tanger Factory Outlet Centers, Inc. $18,138 $12,983 $81,194 $8,314
Basic earnings per common share:
Net income $0.17 $0.13 $0.78 $0.08
Diluted earnings per common share:
Net income $0.17 $0.12 $0.77 $0.08

(1)The year ended December 31, 2022 includes a $2.4 million gain on the sale of the corporate aircraft. The year ended December 31, 2021 includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.

15

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Components of Rental Revenues (in thousands)

As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of Accounting Standards Codification Topic 842 “Leases” (“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 on the consolidated statements of operations.

The table below provides details of the components included in consolidated rental revenues:

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
Rental revenues:
Base rentals $74,961 $71,737 $289,095 $276,315
Percentage rentals 9,097 9,804 22,948 24,456
Tenant expense reimbursements 27,940 26,365 108,678 108,298
Lease termination fees 12 2,870 2,225
Market rent adjustments (825) (50) (1,046) 78
Straight-line rent adjustments (500) (835) (1,690) (1,973)
Uncollectible tenant revenues (853) (811) 564 (1,633)
Rental revenues $109,832 $106,210 $421,419 $407,766

16

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Unconsolidated Joint Venture Information

The following table details certain information as of December 31, 2022, except for Net Operating Income (“NOI”) which is for the year ended December 31, 2022, about various unconsolidated real estate joint ventures in which we have an ownership interest (dollars in millions):

Joint Venture Center Location Tanger’s Ownership % Square Feet Tanger’s <br>Pro Rata <br>Share of Total Assets Tanger’s Pro Rata<br>Share of NOI Tanger’s<br><br>Pro Rata Share of Debt (1)
Charlotte Charlotte, NC 50.0 % 398,698 $33.1 $7.4 $49.9
Columbus Columbus, OH 50.0 % 355,245 34.8 4.7 35.1
Galveston/Houston Texas City, TX 50.0 % 352,705 18.2 4.2 32.2
National Harbor National Harbor, MD 50.0 % 341,156 35.7 6.0 47.3
RioCan Canada (2) Various 50.0 % 665,092 79.6 5.4
Total 2,112,896 $201.4 $27.7 $164.5

(1)Net of debt origination costs and premiums.

(2)Includes a 307,883 square foot outlet center in Cookstown, Ontario; and a 357,209 square foot outlet center in Ottawa, Ontario.

17

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Debt Outstanding Summary

As of December 31, 2022

(dollars in thousands)

Total Debt Outstanding Pro Rata Share of Debt End of Period Effective Interest<br><br>Rate (2) Maturity<br><br>Date (3) Weighted Average Years to Maturity (3)
Consolidated Debt:
Unsecured debt:
Unsecured lines of credit (4) $— 5.6 % 7/14/2026 3.5
2026 Senior unsecured notes 350,000 350,000 % 3.2 % 9/1/2026 3.7
2027 Senior unsecured notes 300,000 300,000 % 3.9 % 7/15/2027 4.5
2031 Senior unsecured notes 400,000 400,000 % 2.9 % 9/1/2031 8.7
Unsecured term loan (5) 325,000 325,000 2.0 % 1/13/2028 5.0
Net debt discounts and debt origination costs (15,477) (15,477)
Total net unsecured debt 1,359,523 1,359,523 3.1 % 5.6
Secured mortgage debt:
Atlantic City, NJ 17,109 17,109 5.1 % 12/15/2024 - 12/8/2026 3.1
Southaven, MS (6) 51,700 51,700 6.4 % 10/12/2027 4.8
Debt premium and debt origination costs 162 162
Total net secured mortgage debt 68,971 68,971 6.1 % 4.4
Total consolidated debt 1,428,494 1,428,494 3.2 % 5.6
Unconsolidated JV debt:
Charlotte 100,000 50,000 % 4.3 % 7/1/2028 5.5
Columbus 71,000 35,500 % 6.3 % 10/1/2032 9.8
Galveston/Houston 64,500 32,250 6.2 % 7/1/2023 0.5
National Harbor 95,000 47,500 % 4.6 % 1/5/2030 7.0
Debt origination costs (1,490) (745)
Total unconsolidated JV net debt 329,010 164,505 5.2 % 5.9
Total $1,757,504 1,592,999 3.4 % 5.6

All values are in US Dollars.

(1)Adjusted SOFR represents the Secured Overnight Financing Rate plus a 10-basis point credit adjustment spread.

(2)The effective interest rate includes the impact of discounts and premiums, mark-to-market adjustments for mortgages assumed in conjunction with property acquisitions and interest rate swap agreements, as applicable.

(3)Includes applicable extensions available at our option.

(4)The Company has unsecured lines of credit that provide for borrowings of up to $520.0 million, including a $20.0 million liquidity line and a $500.0 million syndicated line. A 25 basis point facility fee is due annually on the entire committed amount of each facility. In certain circumstances, total line capacity may be increased to $1.2 billion through an accordion feature in the syndicated line.

(5)In October 2022, the Company amended and restated the bank term loan, increasing the outstanding balance from $300 million to $325 million, extending maturity from April 2024 to January 2027 plus a one-year extension option, and reducing the applicable pricing margin from LIBOR plus 125 basis points to Adjusted SOFR plus 120 basis points. As of December 31, 2022, $300 million of the outstanding balance is fixed with interest rate swaps, as summarized on the following page.

(6)In October 2022, the Company refinanced the mortgage on its Southaven, MS (Memphis) center, increasing the outstanding balance from $40.1 million to $51.7 million, extending maturity from April 2023 to October 2026 plus a one-year extension, with an interest rate of Adjusted SOFR plus 200 basis points.

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Summary of Our Share of Fixed and Variable Rate Debt, Cash and Cash Equivalents and Short-Term Investments

As of December 31, 2022

(dollars in thousands)

Total Debt % Pro Rata Share Average Years to Maturity (1)
Debt
Consolidated:
Fixed (2) 95 % 1,352,426 % 5.6
Variable 5 % 76,068 % 4.9
100 % 1,428,494 % 5.6
Unconsolidated Joint ventures:
Fixed 80 % 132,278 % 7.2
Variable 20 % 32,227 % 0.5
100 % 164,505 % 5.9
Total:
Fixed 93 % 1,484,704 % 5.8
Variable 7 % 108,295 % 3.6
Total share of debt 100 % 1,592,999 % 5.6
Cash and Cash Equivalents and Short-Term Investments
Consolidated:
Cash and cash equivalents 212,124
Short-term investments (3) 52,450
264,574
Unconsolidated Joint ventures:
Cash and cash equivalents 8,686
8,686
Total:
Cash and cash equivalents 220,810
Short-term investments (3) 52,450
Total share of Cash and Cash Equivalents and Short-Term Investments 273,260

All values are in US Dollars.

(1)Includes applicable extensions available at our option.

(2)The effective interest rate includes interest rate swap agreements that fix the base Adjusted SOFR rate at a weighted average of 0.5% on notional amounts aggregating $300.0 million as follows:

Effective Date Maturity Date Notional Amount Company Fixed Pay Rate
Interest rate swaps:
July 1, 2019 February 1, 2024 25,000 Adjusted SOFR 1.68 %
January 1, 2021 February 1, 2024 150,000 Adjusted SOFR 0.53 %
January 1, 2021 February 1, 2024 100,000 Adjusted SOFR 0.15 %
March 1, 2021 February 1, 2024 25,000 Adjusted SOFR 0.18 %
Total 300,000 0.47 %

All values are in US Dollars.

(3)    Represents short-term bank deposits with initial maturities greater than three months and less than or equal to one year.

19

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Future Scheduled Principal Payments (dollars in thousands) (1)

As of December 31, 2022

Year Tanger<br>Consolidated<br>Payments Tanger’s Pro Rata Share<br>of Unconsolidated<br>JV Payments Total<br>Scheduled<br>Payments
2023 $4,773 $33,281 $38,054
2024 5,130 1,636 6,766
2025 1,501 1,710 3,211
2026 355,705 1,788 357,493
2027 351,700 1,869 353,569
2028 325,000 46,944 371,944
2029 984 984
2030 41,538 41,538
2031 400,000 400,000
2032 & thereafter 35,500 35,500
$1,443,809 $165,250 $1,609,059
Net debt discounts and debt origination costs (15,315) (745) (16,060)
$1,428,494 $164,505 $1,592,999

(1)Includes applicable extensions available at our option.

Senior Unsecured Notes Financial Covenants (1)

As of December 31, 2022

Required Actual
Total Consolidated Debt to Adjusted Total Assets < 60% 40 %
Total Secured Debt to Adjusted Total Assets < 40% 2 %
Total Unencumbered Assets to Unsecured Debt > 150% 240 %
Consolidated Income Available for Debt Service to Annual Debt Service Charge > 1.5 x 5.7 x

(1)For a complete listing of all debt covenants related to the Company’s Senior Unsecured Notes, as well as definitions of the above terms, please refer to the Company’s filings with the Securities and Exchange Commission.

Unsecured Lines of Credit & Term Loan Financial Covenants (1)

As of December 31, 2022

Required Actual
Total Liabilities to Total Adjusted Asset Value < 60% 40 %
Secured Indebtedness to Adjusted Unencumbered Asset Value < 35% 5 %
EBITDA to Fixed Charges > 1.5 x 4.6 x
Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value < 60% 35 %
Unencumbered Interest Coverage Ratio > 1.5 x 5.6 x

(1)For a complete listing of all debt covenants related to the Company’s Unsecured Lines of Credit & Term Loan, as well as definitions of the above terms, please refer to the Company’s filings with the Securities and Exchange Commission.

20

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Enterprise Value, Net Debt, Liquidity, Debt Ratios and Credit Ratings - December 31, 2022

(in thousands, except per share data)

Consolidated Pro Rata Share of Unconsolidated JVs Total at Pro Rata Share
Enterprise Value:
Market value:
Common shares outstanding 104,498 104,498
Exchangeable operating partnership units 4,738 4,738
Total shares (1) 109,236 109,236
Common share price 17.94 17.94
Total market value (1) 1,959,692 1,959,692
Debt:
Senior, unsecured notes 1,050,000 $— 1,050,000
Unsecured term loans 325,000 325,000
Mortgages payable 68,809 165,250 234,059
Unsecured lines of credit
Total principal debt 1,443,809 165,250 1,609,059
Less: Net debt discounts (5,994) (5,994)
Less: Debt origination costs (9,321) (745) (10,066)
Total debt 1,428,494 164,505 1,592,999
Less: Cash and cash equivalents (212,124) (8,686) (220,810)
Less: Short-term investments (2) (52,450) (52,450)
Net debt 1,163,920 155,819 1,319,739
Total enterprise value 3,123,612 $155,819 3,279,431
Liquidity:
Cash and cash equivalents 212,124 $8,686 220,810
Short-term investments (2) 52,450 52,450
Unused capacity under unsecured lines of credit 520,000 520,000
Total liquidity 784,574 $8,686 793,260
Ratios (3):
Net debt to Adjusted EBITDA (4)(5) 4.9 5.1
Interest coverage ratio (5)(6) 5.1 4.7

All values are in US Dollars.

(1)Amounts may not recalculate due to the effect of rounding.

(2)Represents short-term bank deposits with initial maturities greater than three months and less than or equal to one year.

(3)Ratios are presented for the trailing twelve-month period.

(4)Net debt to Adjusted EBITDA represents net debt for the respective portfolio divided by Adjusted EBITDA (consolidated) or Adjusted EBITDAre (total at pro rata share).

(5)Net debt, Adjusted EBITDA and Adjusted EBITDAre are non-GAAP measures. Refer to page 26 for reconciliations of net income to Adjusted EBITDA and Adjusted EBITDAre and page 27 for a reconciliation of total debt to net debt.

(6)Interest coverage ratio represents Adjusted EBITDA (consolidated) or Adjusted EBITDAre (total at pro rata share) divided by interest expense.

.

Credit Ratings:
Agency Rating Outlook Latest Action
Moody’s Investors Services Baa3 Stable April 14, 2021
Standard & Poor’s Ratings Services BBB- Stable February 19, 2021

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Supplemental Operating and Financial Data for the

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NON-GAAP AND SUPPLEMENTAL MEASURES (1)

Reconciliation of Net Income to FFO and Core FFO (dollars and shares in thousands)

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
Net income $19,205 $13,691 $85,831 $9,558
Adjusted for:
Depreciation and amortization of real estate assets - consolidated 33,384 26,592 109,513 107,698
Depreciation and amortization of real estate assets - unconsolidated joint ventures 2,602 2,801 11,018 11,618
Impairment charges - consolidated (2) 6,989 6,989
Loss on sale of joint venture property, including foreign currency effect (3) 3,704
Gain on sale of assets (3,156) (3,156)
Gain on previously held interest in acquired joint ventures
FFO 52,035 50,073 203,206 139,567
Allocation of earnings to participating securities (413) (358) (1,683) (1,453)
FFO available to common shareholders (4) $51,622 $49,715 $201,523 $138,114
As further adjusted for:
Compensation related to voluntary retirement plan and other executive severance (5) 867 2,447 3,579
Casualty gain (969) (969)
Gain on sale of non-real estate asset (6) (2,418)
Loss on early extinguishment of debt (7) 222 222 47,860
Impact of above adjustments to the allocation of earnings to participating securities (2) 1 (2) (224)
Core FFO available to common shareholders (4) $51,842 $49,614 $201,772 $188,360
FFO available to common shareholders per share - diluted (4) $0.47 $0.45 $1.83 $1.29
Core FFO available to common shareholders per share - diluted (4) $0.47 $0.45 $1.83 $1.76
Weighted Average Shares:
Basic weighted average common shares 103,781 103,301 103,687 100,418
Effect of notional units 1,406 935 1,240 809
Effect of outstanding options 730 789 709 752
Diluted weighted average common shares (for earnings per share computations) 105,917 105,025 105,636 101,979
Exchangeable operating partnership units 4,750 4,775 4,759 4,790
Diluted weighted average common shares (for FFO per share computations) (4) 110,667 109,800 110,395 106,769

(1)Refer to Non-GAAP Definitions beginning on page 31 for definitions of the non-GAAP supplemental measures used in this report.

(2)Includes $563,000 for the three months and year ended December 31, 2021 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.

(3)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.

(4)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.

(5)For the 2022 period, represents executive severance costs. For the 2021 period, includes compensation costs related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021 and other executive severance costs.

(6)Represents gain on sale of the corporate aircraft.

(7)In 2021, the Company completed the redemption of its 3.875% senior notes due December 2023 ($250.0 million in aggregate principal amount outstanding) and its 3.750% senior notes due 2024 ($250.0 million in aggregate principal outstanding) for a total of $544.9 million in cash. The loss on early extinguishment of debt in 2021 includes make-whole premiums of $44.9 million for the redemptions.

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Supplemental Operating and Financial Data for the

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Reconciliation of FFO to FAD (dollars and shares in thousands) (1)

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
FFO available to common shareholders 51,622 49,715 201,523 138,114
Adjusted for:
Corporate depreciation excluded above 612 590 2,391 2,310
Amortization of finance costs 1,044 848 3,348 5,308
Amortization of net debt discount 137 109 509 2,140
Amortization of equity-based compensation 3,019 3,150 12,984 12,752
Straight-line rent adjustments 500 836 1,690 1,973
Market rent adjustments 918 142 1,417 293
Second generation tenant allowances and lease incentives (2) (4,608) (3,025) (9,547) (3,120)
Capital improvements (12,268) (6,953) (22,940) (13,206)
Adjustments from unconsolidated joint ventures (251) (293) (86) (1,497)
FAD available to common shareholders (3) 40,725 45,119 191,289 145,067
Dividends per share 0.2200 0.1825 0.8025 0.7150
FFO payout ratio 47 41 44 55
FAD payout ratio 59 45 46 53
Diluted weighted average common shares (3) 110,667 109,800 110,395 106,769

All values are in US Dollars.

(1)Refer to page 22 for a reconciliation of net income to FFO available to common shareholders.

(2)In the 2021 periods, second generation tenant allowances are presented net of $3.3 million tenant allowance reversals, which were the result of a lease modification.

(3)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Reconciliation of Net Income to Portfolio NOI and Same Center NOI for the consolidated portfolio and total portfolio at pro rata share (in thousands)

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
Net income $19,205 $13,691 $85,831 $9,558
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures (1,799) (2,146) (8,594) (8,904)
Interest expense 12,097 11,884 46,967 52,866
Gain on sale of assets (3,156) (3,156)
Loss on early extinguishment of debt (1) 222 222 47,860
Other (income) expense (1,875) (1,002) (6,029) 1,595
Impairment charges 6,989 6,989
Depreciation and amortization 33,996 27,182 111,904 110,008
Other non-property (income) expenses 357 144 312 165
Corporate general and administrative expenses 19,348 18,555 71,657 66,023
Non-cash adjustments (2) 1,422 989 3,132 2,316
Lease termination fees (12) (1) (2,870) (2,225)
Portfolio NOI - Consolidated 79,805 76,285 299,376 286,251
Non-same center NOI - Consolidated (346) (215) (1,296) (2,794)
Same Center NOI - Consolidated (3) $79,459 $76,070 $298,080 $283,457
Portfolio NOI - Consolidated $79,805 $76,285 $299,376 $286,251
Pro rata share of unconsolidated joint ventures 6,997 6,484 27,594 25,605
Portfolio NOI - Total portfolio at pro rata share 86,802 82,769 326,970 311,856
Non-same center NOI - Total portfolio at pro rata share (346) (532) (1,296) (3,125)
Same Center NOI - Total portfolio at pro rata share (3) $86,456 $82,237 $325,674 $308,731

(1)In 2021, the Company completed the redemption of its 3.875% senior notes due December 2023 ($250.0 million in aggregate principal amount outstanding) and its 3.750% senior notes due 2024 ($250.0 million in aggregate principal outstanding) for a total of $544.9 million in cash. The loss on early extinguishment of debt in 2021 includes make-whole premiums of $44.9 million for the redemptions.

(2)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.

(3)Sold outlet centers excluded from Same Center NOI:

Outlet centers sold:
Jeffersonville January 2021 Consolidated
Saint-Sauveur, Quebec March 2021 Unconsolidated JV
Blowing Rock December 2022 Consolidated

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Same Center NOI - total portfolio at pro rata share (in thousands)

Three months ended Year ended
December 31, % December 31, %
2022 2021 Change 2022 2021 Change
Same Center Revenues:
Base rentals $81,080 $77,481 4.6 % $313,416 $298,829 4.9 %
Percentage rentals 10,046 10,508 -4.4 % 26,122 27,273 -4.2 %
Tenant expense reimbursement 31,290 29,633 5.6 % 122,230 121,758 0.4 %
Uncollectible tenant revenues (770) (430) 79.1 % 1,040 (1,276) -181.5 %
Rental revenues 121,646 117,192 3.8 % 462,808 446,584 3.6 %
Other revenues 4,676 4,630 1.0 % 15,674 13,972 12.2 %
Total same center revenues 126,322 121,822 3.7 % 478,482 460,556 3.9 %
Same Center Expenses:
Property operating 39,766 39,515 0.6 % 152,561 151,628 0.6 %
General and administrative 100 71 40.8 % 248 198 25.3 %
Total same center expenses 39,866 39,585 0.7 % 152,808 151,825 0.6 %
Same Center NOI - Total portfolio at pro rata share $86,456 $82,237 5.1 % $325,674 $308,731 5.5 %

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Reconciliation of Net Income to Adjusted EBITDA, EBITDAre and Adjusted EBITDAre (in thousands)

Three months ended Year ended
December 31, December 31,
2022 2021 2022 2021
Net income $19,205 $13,691 $85,831 $9,558
Adjusted to exclude:
Interest expense, net 10,111 11,772 43,372 52,426
Income tax expense (benefit) (48) 2 138 153
Depreciation and amortization 33,996 27,182 111,904 110,008
Impairment charges - consolidated (1) 6,989 6,989
Loss on sale of joint venture property, including foreign currency effect (2) 3,704
Gain on sale of assets (3,156) (3,156)
Compensation related to voluntary retirement plan and other executive severance (3) 867 2,447 3,579
Gain on sale of non-real estate asset (4) (2,418)
Casualty gain (969) (969)
Loss on early extinguishment of debt (5) 222 222 47,860
Adjusted EBITDA $60,330 $59,534 $238,340 $233,308
Three months ended Year ended
--- --- --- --- ---
December 31, December 31,
2022 2021 2022 2021
Net income $19,205 $13,691 $85,831 $9,558
Adjusted to exclude:
Interest expense, net 10,111 11,772 43,372 52,426
Income tax expense (benefit) (48) 2 138 153
Depreciation and amortization 33,996 27,182 111,904 110,008
Impairment charges - consolidated (1) 6,989 6,989
Loss on sale of joint venture property, including foreign currency effect (2) 3,704
Gain on sale of assets (3,156) (3,156)
Pro rata share of interest expense - unconsolidated joint ventures 4,051 1,457 7,087 5,858
Pro rata share of depreciation and amortization - unconsolidated joint ventures 5,473 2,907 11,018 11,618
EBITDAre $69,632 $64,000 $256,194 $200,314
Compensation related to voluntary retirement plan and other executive severance (3) 867 2,447 3,579
Gain on sale of non-real estate asset (4) (2,418)
Casualty gain (969) (969)
Gain on sale of outparcel - unconsolidated joint ventures
Loss on early extinguishment of debt (5) 222 222 47,860
Adjusted EBITDAre $69,854 $63,898 $256,445 $250,784

(1)Includes $563,000 for the three months and year ended December 31, 2021 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.

(2)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.

(3)For the 2022 period, represents executive severance costs. For the 2021 periods, includes compensation costs related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021 and other executive severance costs.

(4)Represents gain on sale of the corporate aircraft.

(5)In 2021, the Company completed the redemption of its 3.875% senior notes due December 2023 ($250.0 million in aggregate principal amount outstanding) and its 3.750% senior notes due 2024 ($250.0 million in aggregate principal outstanding) for a total of $544.9 million in cash. The loss on early extinguishment of debt in 2021 includes make-whole premiums of $44.9 million for the redemptions.

26

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Reconciliation of Total Debt to Net Debt for the consolidated portfolio and total portfolio at pro rata share (in thousands)

December 31, 2022
Consolidated Pro Rata Share of Unconsolidated JVs Total at <br>Pro Rata Share
Total debt $1,428,494 $164,505 $1,592,999
Less: Cash and cash equivalents (212,124) (8,686) (220,810)
Less: Short-term investments (1) (52,450) (52,450)
Net debt $1,163,920 $155,819 $1,319,739
December 31, 2021
--- --- --- ---
Consolidated Pro Rata Share of Unconsolidated JVs Total at <br>Pro Rata Share
Total debt $1,397,076 $164,730 $1,561,806
Less: Cash and cash equivalents (161,255) (9,515) (170,770)
Net debt $1,235,821 $155,215 $1,391,036

(1)     Represents short-term bank deposits with initial maturities greater than three months and less than or equal to one year.

27

Supplemental Operating and Financial Data for the

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Non-GAAP Pro Rata Balance Sheet Information as of December 31, 2022 (in thousands)

Non-GAAP
Pro Rata Share of Unconsolidated Joint Ventures (1)
Assets
Rental property:
Land $40,858
Buildings, improvements and fixtures 229,095
Construction in progress 341
270,294
Accumulated depreciation (91,366)
Total rental property, net 178,928
Cash and cash equivalents 8,686
Deferred lease costs and other intangibles, net 1,447
Prepaids and other assets 12,361
Total assets $201,422
Liabilities and Owners’ Equity
Liabilities
Mortgages payable, net $164,505
Accounts payable and accruals 7,687
Total liabilities 172,192
Owners’ Equity 29,230
Total liabilities and owners’ equity $201,422

(1)The carrying value of our investments in unconsolidated joint ventures as reported in our Consolidated Balance Sheet differs from our pro rata share of the net assets shown above 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 totaled $3.2 million as of December 31, 2022 and are being amortized over the various useful lives of the related assets.

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Supplemental Operating and Financial Data for the

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Non-GAAP Pro Rata Statement of Operations Information for the year ended December 31, 2022 (in thousands)

Non-GAAP Pro Rata Share
Noncontrolling Interests Unconsolidated Joint Ventures
Revenues:
Rental revenues $— $42,662
Other revenues 1,192
Total revenues 43,854
Expense:
Property operating 17,148
General and administrative 128
Depreciation and amortization 11,018
Total expenses 28,294
Other income (expense):
Interest expense (7,087)
Other income (expenses) 121
Total other income (expense) (6,966)
Net income $— $8,594

The table below provides details of the components included in our share of rental revenues for the year ended December 31, 2022 (in thousands)

Non-GAAP Pro Rata Share
Noncontrolling Interests Unconsolidated Joint Ventures
Rental revenues:
Base rentals $— $25,920
Percentage rentals 3,325
Tenant expense reimbursements 14,022
Lease termination fees 61
Market rent adjustments (8)
Straight-line rent adjustments (1,060)
Uncollectible tenant revenues 402
Rental revenues $— $42,662

29

Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Guidance for 2023

Based on the Company’s internal budgeting process and its view on current market conditions, management currently believes the Company’s full year 2023 net income, FFO and Core FFO per share will be as follows:

For the year ending December 31, 2023:
Low Range High Range
Estimated diluted net income per share $0.87 $0.95
Depreciation and amortization of real estate assets - consolidated and the Company’s share of unconsolidated joint ventures 0.94 0.94
Estimated diluted FFO per share $1.81 $1.89
Reversal of previously expensed compensation related to executive departure (0.01) (0.01)
Estimated diluted Core FFO per share $1.80 $1.88

Tanger’s estimates reflect the following key assumptions (dollars and shares in millions):

For the year ending December 31, 2023:
Low Range High Range
Same Center NOI growth - total portfolio at pro rata share 2.0 4.0
General and administrative expense, excluding executive departure adjustments 73 76
Interest expense 47 49
Interest and other income 5 7
Annual recurring capital expenditures, renovations and second generation tenant allowances 50 60

All values are in US Dollars.

Weighted average diluted common shares are expected to be approximately 106 million for earnings per share and 111 million for FFO and Core FFO per share. The estimates above do not include the impact of the acquisition or sale of any outparcels, properties or joint venture interests, or any additional financing activity.

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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NON-GAAP DEFINITIONS

Funds From Operations

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

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

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

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

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

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

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

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

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

Core FFO

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

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

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Supplemental Operating and Financial Data for the

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

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

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

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

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

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

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

Funds Available for Distribution

Funds Available for Distribution (“FAD”) is a non-GAAP financial measure that we define as FFO (defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis), excluding corporate depreciation, amortization of finance costs, amortization of net debt discount (premium), amortization of equity-based compensation, straight-line rent amounts, market rent amounts, second generation tenant allowances and lease incentives, recurring capital improvement expenditures, and our share of the items listed above for our unconsolidated joint ventures. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.

We believe that net income (loss) is the most directly comparable GAAP financial measure to FAD. FAD does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Other companies in our industry may calculate FAD differently than we do, limiting its usefulness as a comparative measure.

Portfolio Net Operating Income and Same Center Net Operating Income

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

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

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

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Supplemental Operating and Financial Data for the

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Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:

We define Adjusted EBITDA as net income (loss) computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive severance, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.

We determine EBITDAre based on the definition set forth by NAREIT, which is defined as net income (loss) computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.

Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on extinguishment of debt, net, compensation related to voluntary retirement plan and other executive severance, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.

We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:

•They do not reflect our net interest expense;

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

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

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

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

Net Debt

We define Net Debt as Total Debt less Cash and Cash Equivalents and Short-Term Investments and present this metric for both the consolidated portfolio and for the total portfolio, including the consolidated portfolio and the Company’s pro rata share of unconsolidated joint ventures. Net debt is a component of the Net debt to Adjusted EBITDA ratio, which is defined as Net debt for the respective portfolio divided by Adjusted EBITDA (consolidated portfolio) or Adjusted EBITDAre (total portfolio at pro rata share). We use the Net debt to Adjusted EBITDA and the Net debt to Adjusted EBITDAre ratios to evaluate the Company's leverage. We believe this measure is an important indicator of the Company's ability to service its long-term debt obligations.

Non-GAAP Pro Rata Balance Sheet and Income Statement Information

The pro rata balance sheet and pro rata income statement information is not, and is not intended to be, a presentation in accordance with GAAP. The pro rata balance sheet and pro rata income statement information reflect our proportionate economic ownership of each asset in our portfolio that we do not wholly own. These assets may be found in the table earlier in this report entitled, “Unconsolidated Joint Venture Information.” The amounts in the column labeled “Pro Rata Portion Unconsolidated Joint Ventures” were derived on a property-by-property basis by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. A similar calculation was performed for the amounts in the column labeled “Pro Rata Portion Noncontrolling interests.”

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) quarterly, to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and vary depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been repaid, the partners generally would be entitled to any residual cash remaining based on the legal ownership percentage shown in the table found earlier in this report entitled “Unconsolidated Joint Venture Information”.

We provide pro rata balance sheet and income statement information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company’s reported results under GAAP. The presentation of pro rata financial information has limitations as an analytical tool. Some of these limitations include:

•The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and

•Other companies in our industry may calculate their pro rata interest differently than we do, limiting the usefulness as a comparative measure.

Because of these limitations, the pro rata balance sheet and income statement information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP results and using the pro rata balance sheet and income statement information only supplementally.

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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Investor Information

Tanger Outlet Centers welcomes any questions or comments from shareholders, analysts, investment managers, and prospective investors. Please address all inquiries to our Investor Relations Department.

Tanger Factory Outlet Centers, Inc.
Investor Relations
Phone: (336) 834-6892
Fax: (336) 297-0931
e-mail: tangerir@tangeroutlets.com
Mail: Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue
Suite 360
Greensboro, NC 27408

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Supplemental Operating and Financial Data for the

Quarter and Year Ended 12/31/2022

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